Filed Pursuant to Rule 424B(5)
                                               Registration File No.: 333-89322


                  PROSPECTUS SUPPLEMENT DATED NOVEMBER 8, 2004
                     (TO PROSPECTUS DATED NOVEMBER 8, 2004)


                          $1,254,861,000 (APPROXIMATE)
                    BANC OF AMERICA COMMERCIAL MORTGAGE INC.
                                    DEPOSITOR

                              BANK OF AMERICA, N.A.
                                 MASTER SERVICER

          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5

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

-------------------------------------------------------------------------------
CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE S-28 IN THIS PROSPECTUS
SUPPLEMENT AND PAGE 11 IN THE ACCOMPANYING PROSPECTUS.

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

The certificates will represent interests only in the trust and will not
represent interests in or obligations of Banc of America
Commercial Mortgage Inc. or any of its affiliates, including Bank of America
Corporation.
-------------------------------------------------------------------------------

The Series 2004-5 Commercial Mortgage Pass-Through Certificates will consist of
the following classes:

o   senior certificates consisting of the Class A-1, Class A-2, Class A-3, Class
    A-AB, Class A-4, Class A-1A, Class XP and Class XC Certificates;

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

o   the Class CS Certificates;

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

o   the residual certificates consisting of the Class R-I and Class R-II
    Certificates.

Only the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A,
Class A-J, Class XP, Class B, Class C and Class D Certificates are offered.

The trust's assets will consist primarily of 109 mortgage loans and other
property described in this prospectus supplement and the accompanying
prospectus. The mortgage loans are secured by first liens on commercial and
multifamily properties. This prospectus supplement more fully describes the
offered certificates, as well as the characteristics of the mortgage loans and
the related mortgaged properties.

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

  Certain characteristics of the offered certificates include:



--------------------------------------------------------------------------------------------------------------------------
                                                  APPROXIMATE
                                                 INITIAL PASS-
                       CERTIFICATE  BALANCE       THROUGH RATE         ASSUMED FINAL         RATINGS         RATED FINAL
                               AS OF                 AS OF             DISTRIBUTION           S&P/          DISTRIBUTION
       CLASS             DELIVERY DATE(1)        DELIVERY DATE            DATE(2)          MOODY'S(3)          DATE(4)
--------------------------------------------------------------------------------------------------------------------------

 Class A-1(5) .....     $     57,600,000          3.8120%             July 10, 2009          AAA/Aaa     November 10, 2041
--------------------------------------------------------------------------------------------------------------------------
 Class A-2(5) .....     $    250,910,000          4.1760%           November 10, 2009        AAA/Aaa     November 10, 2041
--------------------------------------------------------------------------------------------------------------------------
 Class A-3(5) .....     $    305,377,000          4.5610%           November 10, 2011        AAA/Aaa     November 10, 2041
--------------------------------------------------------------------------------------------------------------------------
 Class A-AB(5).....     $     45,540,000          4.6730%           January 10, 2014         AAA/Aaa     November 10, 2041
--------------------------------------------------------------------------------------------------------------------------
 Class A-4(5) .....     $    188,667,000          4.9360%(6)       September 10, 2014        AAA/Aaa     November 10, 2041
--------------------------------------------------------------------------------------------------------------------------
 Class A-1A(5).....     $    241,609,000          4.5420%          September 10, 2014        AAA/Aaa     November 10, 2041
--------------------------------------------------------------------------------------------------------------------------
 Class A-J ........     $     90,241,000          4.9920%(6)       September 10, 2014        AAA/Aaa     November 10, 2041
--------------------------------------------------------------------------------------------------------------------------
 Class XP .........     $  1,331,702,000(7)       0.6843%(7)               N/A               AAA/Aaa     November 10, 2041
--------------------------------------------------------------------------------------------------------------------------
 Class B ..........     $     39,161,000          5.0580%(6)        October 10, 2014         AA/Aa2      November 10, 2041
--------------------------------------------------------------------------------------------------------------------------
 Class C ..........     $     13,621,000          5.0990%(6)        October 10, 2014         AA-/Aa3     November 10, 2041
--------------------------------------------------------------------------------------------------------------------------
 Class D ..........     $     22,135,000          5.1580%(6)        October 10, 2014          A/A2       November 10, 2041
--------------------------------------------------------------------------------------------------------------------------


(Footnotes to table on page S-5)

     The underwriters, Banc of America Securities LLC, Deutsche Bank Securities
Inc., Citigroup Global Markets Inc., Goldman, Sachs & Co. and J.P. Morgan
Securities Inc. will purchase the offered certificates from Banc of America
Commercial Mortgage Inc. and will offer them to the public at negotiated
prices, plus accrued interest, determined at the time of sale. Banc of America
Securities LLC and Deutsche Bank Securities Inc. are acting as co-lead managers
and joint bookrunners for the offering. Citigroup Global Markets Inc., Goldman,
Sachs & Co. and J.P. Morgan Securities Inc. are acting as co-managers. The
underwriters also expect to deliver the offered certificates to purchasers in
book-entry form only through the facilities of The Depository Trust Company
against payment in New York, New York on or about November 23, 2004. We expect
to receive from this offering approximately 103.90% of the initial principal
amount of the offered certificates, plus accrued interest from November 1,
2004, before deducting expenses payable by Banc of America Commercial Mortgage
Inc.

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

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE OFFERED SECURITIES OR
DETERMINED IF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

BANC OF AMERICA SECURITIES LLC                     DEUTSCHE BANK SECURITIES INC.
JOINT BOOK RUNNING MANAGER                            JOINT BOOK RUNNING MANAGER

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

CITIGROUP                     GOLDMAN, SACHS & CO.                      JPMORGAN

                                November 8, 2004





                    BANC OF AMERICA COMMERCIAL MORTGAGE INC.

          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5
                      GEOGRAPHIC OVERVIEW OF MORTGAGE POOL

                                 [MAP OMITTED]

WASHINGTON          OREGON                   NEVADA             CALIFORNIA
1 property          2 properties             9 properties       19 properties
$3,766,031          $18,217,757              $45,457,587        $263,211,465
0.3% of total       1.3% of total            3.3% of total      19.3% of total

MISSOURI            ILLINOIS                 MICHIGAN            INDIANA
2 properties        8 properties             1 property          2 properties
$39,440,467         $65,629,438              $8,049,415          $13,573,966
2.9% of total       4.8% of total            0.6% of total       1.0% of total

OHIO                PENNSYLVANIA             NEW YORK            MASSACHUSETTS
4 properties        2 properties             8 properties        1 property
$53,614,973         $79,841,036              $167,327,977        $77,000,000
3.9% of total       5.9% of total            12.3% of total      5.7% of total

NEW JERSEY          DISTRICT OF COLUMBIA     MARYLAND            VIRGINIA
4 properties        2 properties             5 properties        2 properties
$30,963,391         $50,500,000              $67,661,333         $24,500,999
2.3% of total       3.7% of total            5.0% of total       1.8% of total

SOUTH CAROLINA      NORTH CAROLINA           GEORGIA             HAWAII
2 properties        1 property               6 properties        1 property
$17,758,419         $2,900,000               $43,357,665         $3,739,810
1.3% of total       0.2% of total            3.2% of total       0.3% of total

ARIZONA             COLORADO                 OKLAHOMA            TEXAS
4 properties        3 properties             2 properties        12 properties
$42,016,152         $17,238,971              $16,175,179         $64,122,547
3.1% of total       1.3% of total            1.2% of total       4.7% of total

LOUISIANA           TENNESSEE                ALABAMA             FLORIDA
2 properties        1 property               2 properties        11 properties
$13,936,745         $5,610,000               $14,060,341         $112,457,402
1.0% of total       0.4% of total            1.0% of total       8.3% of total

                      MORTGAGED PROPERTIES BY PROPERTY TYPE

                              [PIE CHART OMITTED]

                     Retail                        23.2%
                     Office                        23.0%
                     Multifamily                   17.4%
                     Manufactured Housing          10.7%
                     Mixed Use                      9.5%
                     Self Storage                   7.6%
                     Industrial                     6.1%
                     Land                           1.4%
                     Hotel                          1.3%

[ ] < 1.0% of Initial Pool Balance
[ ] 1.0% - 5.0% of Initial Pool Balance
[ ] 5.1% - 10.0% of Initial Pool Balance
[ ] > 10.0% of Initial Pool Balance






NOTE REGARDING PIE CHART ON OPPOSITE PAGE: NUMBERS MAY NOT TOTAL TO 100% DUE TO
ROUNDING.

FOR MORE INFORMATION

Banc of America Commercial Mortgage Inc. has filed with the SEC additional
registration materials relating to the certificates. You may read and copy any
of these materials at the SEC's Public Reference Room at the following
location:

 o   SEC Public Reference Section
     450 Fifth Street, N.W.
     Room 1204
     Washington, D.C. 20549

You may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that
contains reports, proxy and information statements, and other information that
has been filed electronically with the SEC. The Internet address is
http://www.sec.gov.

You may also contact Banc of America Commercial Mortgage Inc. in writing at 214
North Tryon Street, Charlotte, North Carolina 28255, or by telephone at (704)
386-2400.

See also the sections captioned "Available Information" and "Incorporation of
Certain Information by Reference" appearing at the end of the accompanying
prospectus.


                               TABLE OF CONTENTS

IMPORTANT NOTICE ABOUT INFORMATION
  PRESENTED IN THIS PROSPECTUS SUPPLEMENT
  AND THE ACCOMPANYING PROSPECTUS ............................ S-6
EXECUTIVE SUMMARY ............................................ S-7
SUMMARY OF PROSPECTUS SUPPLEMENT ............................. S-10
RISK FACTORS ................................................. S-28
  Risks Related to the Certificates .......................... S-28
  Risks Related to the Mortgage Loans ........................ S-40
DESCRIPTION OF THE MORTGAGE POOL ............................. S-78
  General .................................................... S-78
  Certain Terms and Conditions of the Mortgage Loans ......... S-80
    Due Dates ................................................ S-80
    Mortgage Rates; Calculations of Interest ................. S-80
    Amortization of Principal ................................ S-80
    Prepayment Provisions .................................... S-81
    Defeasance ............................................... S-81
  Release Or Substitution of Properties ...................... S-82
    "Due-on-Sale" and "Due-on-Encumbrance"
       Provisions ............................................ S-83
  CS Component Mortgage Loan ................................. S-85
  RP Component Mortgage Loan ................................. S-85
  Bank of America Center Whole Loan .......................... S-86
  ICG Portfolio Whole Loan and Summit Place
    Apartments Whole Loan .................................... S-92
  Significant Mortgage Loans ................................. S-94
  Additional Mortgage Loan Information ....................... S-95
    General .................................................. S-95
    Delinquencies ............................................ S-95
    Tenant Matters ........................................... S-95
    Ground Leases and Other Non-Fee Interests ................ S-95
    Subordinate Financing .................................... S-95
    Lender/Borrower Relationships ............................ S-97
  Certain Underwriting Matters ............................... S-97
    Environmental Assessments ................................ S-97
    Generally ................................................ S-97
    Property Condition Assessments ........................... S-99
    Appraisals and Market Studies ............................ S-99
    Zoning and Building Code Compliance ...................... S-99
    Hazard, Liability and Other Insurance .................... S-100
  The Mortgage Loan Sellers .................................. S-101
  Assignment of the Mortgage Loans; Repurchases and
    Substitutions ............................................ S-101
  Representations and Warranties; Repurchases and
    Substitutions ............................................ S-106
  Changes in Mortgage Pool Characteristics ................... S-109
SERVICING OF THE MORTGAGE LOANS .............................. S-110
  General .................................................... S-110
  The Master Servicer ........................................ S-117
  The Special Servicer ....................................... S-118
  Sub-Servicers .............................................. S-118
  Servicing and Other Compensation and Payment of
    Expenses ................................................. S-119
  Evidence as to Compliance .................................. S-124
  Modifications, Waivers, Amendments and Consents ............ S-124
  Defaulted Mortgage Loans; Purchase Option .................. S-127
  REO Properties ............................................. S-129
  Inspections; Collection of Operating Information ........... S-129
  Termination of the Special Servicer ........................ S-130
  Servicing of the Bank of America Center Whole Loan ......... S-130

                                      S-3



   DESCRIPTION OF THE CERTIFICATES .............................. S-133
     General .................................................... S-133
     Registration and Denominations ............................. S-133
     Certificate Balances and Notional Amount ................... S-134
     Pass-Through Rates ......................................... S-138
     Distributions .............................................. S-142
       General .................................................. S-142
       Distributions--Class CS Certificates and the CS
         Component Mortgage Loan ................................ S-142
       Distributions--Class RP Certificates and the RP
         Component Mortgage Loan ................................ S-144
       The Available Distribution Amount ........................ S-147
       Application of the Available Distribution Amount ......... S-148
       Excess Liquidation Proceeds .............................. S-154
       Distributable Certificate Interest ....................... S-154
       Principal Distribution Amount ............................ S-155
       Distributions of Prepayment Premiums ..................... S-157
       Treatment of REO Properties .............................. S-158
     Subordination; Allocation of Losses and Certain
       Expenses ................................................. S-158
     Interest Reserve Account ................................... S-160
     P&I Advances ............................................... S-161
     Appraisal Reductions ....................................... S-164
     Reports to Certificateholders; Certain Available
       Information .............................................. S-166
       Trustee Reports .......................................... S-166
       Servicer Reports ......................................... S-167
       Other Information ........................................ S-169
     Voting Rights .............................................. S-170
     Termination; Retirement of Certificates .................... S-170
   THE TRUSTEE .................................................. S-172
     The Trustee ................................................ S-172
     Indemnification ............................................ S-173
   YIELD AND MATURITY CONSIDERATIONS ............................ S-173
     Yield Considerations ....................................... S-173
       General .................................................. S-173
       Rate and Timing of Principal Payments .................... S-173
       Losses and Shortfalls .................................... S-174
       Certain Relevant Factors ................................. S-175
     Weighted Average Lives ..................................... S-176
     Yield Sensitivity of the Class XP Certificates ............. S-181
   USE OF PROCEEDS .............................................. S-182
   CERTAIN FEDERAL INCOME TAX CONSEQUENCES ...................... S-182
     General .................................................... S-182
     Discount and Premium; Prepayment Premiums .................. S-182
     Characterization of Investments in Offered Certificates..... S-183
     Possible Taxes on Income From Foreclosure Property ......... S-184
     Reporting and Other Administrative Matters ................. S-184
   CERTAIN ERISA CONSIDERATIONS ................................. S-184
   LEGAL INVESTMENT ............................................. S-187
   METHOD OF DISTRIBUTION ....................................... S-188
   LEGAL MATTERS ................................................ S-189
   RATINGS ...................................................... S-189
   INDEX OF PRINCIPAL DEFINITIONS ............................... S-191
   ANNEX A CERTAIN CHARACTERISTICS OF THE
     MORTGAGE LOANS ............................................. A-1
   ANNEX B CERTAIN IMPROVEMENT, REPLACEMENT
     RESERVE AND ESCROW ACCOUNTS;
     MULTIFAMILY SCHEDULE ....................................... B-1
   ANNEX C CLASS XP REFERENCE RATE SCHEDULE ..................... C-1
   ANNEX D CLASS A-AB PLANNED PRINCIPAL
     BALANCE TABLE .............................................. D-1
   ANNEX E COLLATERAL TERM SHEET ................................ E-1


                                      S-4



             FOOTNOTES TO TABLE ON COVER OF PROSPECTUS SUPPLEMENT

(1)   Subject to a variance of plus or minus 10%.

(2)   As of the delivery date, the "assumed final distribution date" with
      respect to any class of offered certificates is the distribution date on
      which the final distribution would occur for such class of certificates
      based upon the assumptions, among others, that all payments are made when
      due and that no mortgage loan is prepaid, in whole or in part, prior to
      its stated maturity and otherwise based on the maturity assumptions
      described in this prospectus supplement, if any. The actual performance
      and experience of the mortgage loans will likely differ from such
      assumptions. See "Yield and Maturity Considerations" in this prospectus
      supplement.

(3)   It is a condition to their issuance that the classes of offered
      certificates be assigned ratings by Standard & Poor's Ratings Services, a
      division of The McGraw-Hill Companies, Inc. and/or Moody's Investors
      Service, Inc., no lower than those set forth above. The ratings on the
      offered certificates do not represent any assessments of (i) the
      likelihood or frequency of voluntary or involuntary principal prepayments
      on the mortgage loans, (ii) the degree to which such prepayments might
      differ from those originally anticipated, (iii) whether and to what
      extent prepayment premiums will be collected on the mortgage loans in
      connection with such prepayments or the corresponding effect on yield to
      investors or (iv) whether and to what extent default interest will be
      received or net aggregate prepayment interest shortfalls will be
      realized.

(4)   The "rated final distribution date" for each class of offered
      certificates has been set at the first distribution date that follows two
      years after the end of the amortization term for the mortgage loan that,
      as of the cut-off date, has the longest remaining amortization term,
      irrespective of its scheduled maturity. See "Ratings" in this prospectus
      supplement.

(5)   For purposes of making distributions to the Class A-1, Class A-2, Class
      A-3, Class A-AB, Class A-4 and Class A-1A Certificates the pool of
      mortgage loans will be deemed to consist of two distinct loan groups,
      loan group 1 and loan group 2. Loan group 1 will consist of 90 mortgage
      loans, representing approximately 82.3% of the initial pool balance as of
      the cut-off date. Loan group 2 will consist of 19 mortgage loans,
      representing approximately 17.7% of the initial pool balance as of the
      cut-off date. Loan group 2 will include approximately 85.0% of the
      initial pool balance of all the mortgage loans secured by multifamily
      properties and approximately 27.7% of the initial pool balance of all the
      mortgage loans secured by manufactured housing properties.

      So long as funds are sufficient on any distribution date to make
      distributions of all interest on such distribution date to the Class
      A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class XC
      and Class XP Certificates, interest distributions on the Class A-1,
      Class A-2, Class A-3, Class A-AB and Class A-4 Certificates will be
      based upon amounts available relating to mortgage loans in loan group 1
      and interest distributions on the Class A-1A Certificates will be based
      upon amounts available relating to mortgage loans in loan group 2. In
      addition, generally, the Class A-1, Class A-2, Class A-3, Class A-AB
      and Class A-4 Certificates will only be entitled to receive
      distributions of principal collected or advanced in respect of mortgage
      loans in loan group 1 until the certificate balance of the Class A-1A
      Certificates has been reduced to zero, and the Class A-1A Certificates
      will only be entitled to receive distributions of principal collected
      or advanced in respect of mortgage loans in loan group 2 until the
      certificate balance of the Class A-4 Certificates has been reduced to
      zero. However, on and after any distribution date on which the
      certificate balances of the Class A-J through Class P Certificates have
      been reduced to zero, distributions of principal collected or advanced
      in respect of the pool of mortgage loans will be distributed to the
      Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4 and Class A-1A
      Certificates pro rata.

(6)   The Class A-4, Class A-J, Class B, Class C and Class D Certificates will
      accrue interest at a fixed rate subject to a cap at the weighted average
      net mortgage rate.

(7)   The Class XP Certificates will not have a certificate balance and their
      holders will not receive distributions of principal, but such holders are
      entitled to receive payments of the aggregate interest accrued on the
      notional amount of the Class XP Certificates, as described in this
      prospectus supplement. The interest rate applicable to the Class XP
      Certificates for each distribution date will be as described in this
      prospectus supplement. See "Description of the Certificates--Pass-Through
      Rates" in this prospectus supplement.


                                      S-5



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

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

     You should rely only on the information contained in this prospectus
supplement and the accompanying prospectus. We have not authorized anyone to
provide you with information that is different from that contained in this
prospectus supplement and the prospectus. The information in this prospectus
supplement is accurate only as of the date of this prospectus supplement.

     This prospectus supplement begins with several introductory sections
describing the Series 2004-5 Certificates and the trust in abbreviated form:

       Executive Summary, which begins on page S-7 of this prospectus
    supplement and shows certain characteristics of the offered certificates
    in tabular form;

       Summary of Prospectus Supplement, which begins on page S-10 of this
    prospectus supplement and gives a brief introduction of the key features
    of Series 2004-5 and the mortgage loans; and

       Risk Factors, which begins on page S-28 of this prospectus supplement
    and describes risks that apply to Series 2004-5 which are in addition to
    those described in the accompanying prospectus with respect to the
    securities issued by the trust generally.

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

     Certain capitalized terms are defined and used in this prospectus
supplement and the prospectus to assist you in understanding the terms of the
offered certificates and this offering. The capitalized terms used in this
prospectus supplement are defined on the pages indicated under the caption
"Index of Principal Definitions" beginning on page S-191 in this prospectus
supplement. The capitalized terms used in the accompanying prospectus are
defined under the caption "Glossary" beginning on page 107 in the prospectus.

     In this prospectus supplement, "we" refers to the depositor, and "you"
refers to a prospective investor in the offered certificates.

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

     Until February 22, 2005, all dealers that buy, sell or trade the offered
certificates, whether or not participating in this offering, may be required to
deliver a prospectus supplement and the accompanying prospectus. This is in
addition to the dealers' obligation to deliver a prospectus supplement and the
accompanying prospectus when acting as underwriters and with respect to their
unsold allotments or subscriptions.

     If and to the extent required by applicable law or regulation, this
prospectus supplement and the accompanying prospectus will be used by the
underwriter in connection with offers and sales related to market-making
transactions in the offered certificates with respect to which the underwriter
is a principal. The underwriter may also act as agent in such transactions.
Such sales will be made at negotiated prices at the time of sale.


                                      S-6



                                EXECUTIVE SUMMARY

     The following executive summary does not include all relevant information
relating to the offered certificates and the mortgage loans. In particular, the
executive summary does not address the risks and special considerations
involved with an investment in the offered certificates, and prospective
investors should carefully review the detailed information appearing elsewhere
in this prospectus supplement and in the accompanying prospectus before making
any investment decision. The executive summary also describes the certificates
that are not offered by this prospectus supplement (other than the Class CS,
Class RP-1, Class RP-2, Class RP-3, Class RP-4, Class R-I and Class R-II
Certificates) which have not been registered under the Securities Act of 1933,
as amended, and which will be sold to investors in private transactions.
Certain capitalized terms used in this executive summary may be defined
elsewhere in this prospectus supplement, including in Annex A hereto, or in the
prospectus. An "Index of Principal Definitions" is included at the end of this
prospectus supplement. A "Glossary" is included at the end of the accompanying
prospectus. Terms that are used but not defined in this prospectus supplement
will have the meanings specified in the accompanying prospectus.





                                                                                        APPROXIMATE
                                                                                          INITIAL
                                                                                           PASS-
                           CERTIFICATE     APPROXIMATE                                     THROUGH      WEIGHTED
                            BALANCE OR      PERCENTAGE   APPROXIMATE                       RATE AS       AVERAGE
                             NOTIONAL        OF POOL        CREDIT                       OF DELIVERY      LIFE      PRINCIPAL
   CLASS    RATINGS(1)      AMOUNT(2)        BALANCE       SUPPORT        RATE TYPE         DATE       (YEARS)(3)   WINDOW(3)
   -----    ----------      ---------        -------       -------        ---------          ----      ----------   ---------

 Offered Certificates
 A-1(9)       AAA/Aaa    $   57,600,000        4.229%        20.000%        Fixed          3.8120%         2.90       1 -- 56
 A-2(9)       AAA/Aaa    $  250,910,000       18.420%        20.000%        Fixed          4.1760%         4.77      56 -- 60
 A-3(9)       AAA/Aaa    $  305,377,000       22.419%        20.000%        Fixed          4.5610%         6.77      80 -- 84
 A-AB(9)      AAA/Aaa    $   45,540,000        3.343%        20.000%        Fixed          4.6730%         7.00      56 -- 110
 A-4(9)       AAA/Aaa    $  188,667,000       13.851%        20.000%      Fixed(4)         4.9360%(4)      9.64     110 -- 118
 A-1A(9)      AAA/Aaa    $  241,609,000       17.738%        20.000%        Fixed          4.5420%         6.34      1 -- 118
 A-J          AAA/Aaa    $   90,241,000        6.625%        13.375%      Fixed(4)         4.9920%(4)      9.80     118 -- 118
 XP           AAA/Aaa    $1,331,702,000(7)       N/A            N/A     Variable Rate(7)   0.6843%(7)          (7)       N/A
 B            AA/Aa2     $   39,161,000        2.875%        10.500%      Fixed(4)         5.0580%(4)      9.86     118 -- 119
 C            AA-/Aa3    $   13,621,000        1.000%         9.500%      Fixed(4)         5.0990%(4)      9.88     119 -- 119
 D             A/A2      $   22,135,000        1.625%         7.875%      Fixed(4)         5.1580%(4)      9.88     119 -- 119
 Private Certificates -- Not Offered Hereby(6)
 E             A-/A3     $   11,919,000        0.875%         7.000%      Fixed(4)         5.2420%(4)      9.93     119 -- 120
 F           BBB+/Baa1   $   17,026,000        1.250%         5.750%       WAC(5)          5.1198%(5)      9.96     120 -- 120
 G           BBB/Baa2    $   11,919,000        0.875%         4.875%       WAC(5)          5.2188%(5)      9.96     120 -- 120
 H           BBB-/Baa3   $   22,134,000        1.625%         3.250%       WAC(5)          5.3178%(5)      9.96     120 -- 120
 J            BB+/Ba1    $    6,811,000        0.500%         2.750%      Fixed(4)         4.7180%(4)      9.96     120 -- 120
 K            BB/Ba2     $    6,811,000        0.500%         2.250%      Fixed(4)         4.7180%(4)      9.96     120 -- 120
 L            BB-/Ba3    $    3,405,000        0.250%         2.000%      Fixed(4)         4.7180%(4)      9.96     120 -- 120
 M             B+/NR     $    5,108,000        0.375%         1.625%      Fixed(4)         4.7180%(4)     10.35     120 -- 152
 N             B/NR      $    3,405,000        0.250%         1.375%      Fixed(4)         4.7180%(4)     14.43     152 -- 178
 O             B-/NR     $    3,406,000        0.250%         1.125%      Fixed(4)         4.7180%(4)     14.80     178 -- 178
 P             NR/NR     $   15,324,068        1.125%         0.000%      Fixed(4)         4.7180%(4)     14.85     178 -- 180
 XC           AAA/Aaa    $1,362,129,068(8)     N/A            N/A     Variable Rate(8)     0.0441%(8)         (8)       N/A


(1)   Ratings shown are those of Standard & Poor's Ratings Services, a division
      of The McGraw-Hill Companies, Inc. and Moody's Investors Service, Inc.,
      respectively.

(2)   As of the delivery date. Subject to a variance of plus or minus 10%.

(3)   Based on the maturity assumptions (as defined under "Yield and Maturity
      Considerations" in this prospectus supplement). As of the delivery date,
      calculations for the certificates assume no prepayments will be made on
      the mortgage loans prior to their related maturity dates.

(4)   The Class A-4, Class A-J, Class B, Class C, Class D and Class E
      Certificates will accrue interest at fixed per annum rates equal to
      4.9360%, 4.9920%, 5.0580%, 5.0990%, 5.1580% and 5.2420%, respectively,
      subject to a cap 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 accrue interest at fixed per annum rates equal to
      4.7180%, subject to a cap equal to the weighted average net mortgage
      rate.


                                      S-7



(5)   The Class F Certificates will accrue interest at the weighted average net
      mortgage rate less 0.198%. The Class G Certificates will accrue interest
      at the weighted average net mortgage rate less 0.099%. The Class H
      Certificates will accrue interest at the weighted average net mortgage
      rate.

(6)   Not offered by this prospectus supplement. Any information we provide
      herein regarding the terms of these certificates is provided only to
      enhance your understanding of the offered certificates.

(7)   The Class XP Certificates will not have a certificate balance and their
      holders will not receive distributions of principal, but such holders are
      entitled to receive payments of the aggregate interest accrued on the
      notional amount of the Class XP Certificates, as described in this
      prospectus supplement. The interest rate applicable to the Class XP
      Certificates for each distribution date will be as described in this
      prospectus supplement. See "Description of the Certificates--Pass-Through
      Rates" in this prospectus supplement.

(8)   The Class XC Certificates are not offered by this prospectus supplement.
      Any information we provide herein regarding the terms of these
      certificates is provided only to enhance your understanding of the
      offered certificates. The Class XC Certificates will not have certificate
      balances and their holders will not receive distributions of principal,
      but such holders are entitled to receive payments of the aggregate
      interest accrued on the notional amount of the Class XC Certificates, as
      the case may be, as described in this prospectus supplement. The interest
      rate applicable to the Class XC Certificates for each distribution date
      will be as described in this prospectus supplement. See "Description of
      the Certificates--Pass-Through Rates" in this prospectus supplement.

(9)   For purposes of making distributions to the Class A-1, Class A-2, Class
      A-3, Class A-AB, Class A-4 and Class A-1A Certificates, the pool of
      mortgage loans will be deemed to consist of two distinct loan groups,
      loan group 1 and loan group 2. Loan group 1 will consist of 90 mortgage
      loans, representing approximately 82.3% of the initial pool balance as of
      the cut-off date. Loan group 2 will consist of 19 mortgage loans,
      representing approximately 17.7% of the initial pool balance as of the
      cut off date. Loan group 2 will include approximately 85.0% of the
      initial pool balance of all the mortgage loans secured by multifamily
      properties and approximately 27.7% of the initial pool balance of all the
      mortgage loans secured by manufactured housing properties.

     So long as funds are sufficient on any distribution date to make
distributions of all interest on such distribution date to the Class A-1, Class
A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class XC and Class XP
Certificates, interest distributions on the Class A-1, Class A-2, Class A-3,
Class A-AB and Class A-4 Certificates will be based upon amounts available
relating to mortgage loans in loan group 1 and interest distributions on the
Class A-1A Certificates will be based upon amounts available relating to
mortgage loans in loan group 2. In addition, generally, the Class A-1, Class
A-2, Class A-3, Class A-AB and Class A-4 Certificates will only be entitled to
receive distributions of principal collected or advanced in respect of mortgage
loans in loan group 1 until the certificate balance of the Class A-1A
Certificates has been reduced to zero, and the Class A-1A Certificates will
only be entitled to receive distributions of principal collected or advanced in
respect of mortgage loans in loan group 2 until the certificate balance of the
Class A-4 Certificates has been reduced to zero. However, on and after any
distribution date on which the certificate balances of the Class A-J through
Class P Certificates have been reduced to zero, distributions of principal
collected or advanced in respect of the pool of mortgage loans will be
distributed to the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4 and
Class A-1A Certificates pro rata.


                                      S-8



     Below is certain information regarding the mortgage loans and the
mortgaged properties in the entire mortgage pool and loan group 1 or loan group
2, as applicable, as of the cut-off date. The balances and other numerical
information used to calculate various ratios with respect to component mortgage
loans, split loan structures and certain other mortgage loans are explained in
this prospectus supplement under "Summary of Prospectus Supplement--Mortgage
Loans--Certain Mortgage Loan Calculations". Further information regarding such
mortgage loans, the other mortgage loans in the mortgage pool and the related
mortgaged properties is described under "Description of the Mortgage Pool" in
this prospectus supplement and in Annex A to this prospectus supplement.


                         MORTGAGE POOL CHARACTERISTICS






                                               ENTIRE MORTGAGE POOL                 LOAN GROUP 1                LOAN GROUP 2
CHARACTERISTICS                                   (APPROXIMATE)                    (APPROXIMATE)                (APPROXIMATE)
---------------------------------------- ------------------------------- ------------------------------- ---------------------------

Initial principal balance(1) ...........        $1,362,129,068                    $1,120,519,883                  $241,609,185
Number of mortgage loans ...............             109                                90                            19
Number of mortgaged properties .........             119                                99                            20
Number of balloon mortgage
 loans(2) ..............................             103                                87                            16
Number of full period interest only
 mortgage loans ........................              6                                 3                             3
Average cut-off date balance ...........        $  12,496,597                     $  12,450,221                   $12,716,273
Range of cut-off date balances ......... $1,150,630 to $137,000,000        $1,150,630 to $137,000,000      $3,400,000 to $90,000,000
Weighted average mortgage rate .........           5.382%                            5.434%                        5.141%
Weighted average remaining
 lock-out period .......................         83 months                         84 months                       79 months
Range of remaining terms to
 maturity ..............................     51 to 180 months                  51 to 178 months                56 to 180 months
Weighted average remaining term to
 maturity ..............................         92 months                         94 months                       83 months
Weighted average underwritten debt
 service coverage ratio(3) .............           1.64x                             1.61x                          1.75x
Weighted average cut-off date
 loan-to-value ratio(3) ................           65.6%                             66.7%                          60.4%


---------
(1)   Subject to a variance of plus or minus 10%.

(2)   Excludes mortgage loans that are interest only until maturity.

(3)   "Underwritten debt service coverage ratio" and "cut-off date
      loan-to-value ratio" are calculated as described under "Summary of
      Prospectus Supplement--Mortgage Loans--Certain Mortgage Loan
      Calculations" in this prospectus supplement.


                                      S-9



                       SUMMARY OF PROSPECTUS SUPPLEMENT

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


                          RELEVANT PARTIES AND DATES


DEPOSITOR

     Banc of America Commercial Mortgage Inc. The depositor, a Delaware
corporation, is a subsidiary of Bank of America, N.A. The depositor maintains
its principal office at 214 North Tryon Street, Mail code NC1-027-21-02,
Charlotte, North Carolina 28255. See "The Depositor" in the accompanying
prospectus. Neither the depositor nor any of its affiliates has insured or
guaranteed the offered certificates.


TRUSTEE

     Wells Fargo Bank, N.A. The Trustee, a national banking association, will
also act as REMIC administrator. See "The Trustee" in this prospectus
supplement.


MASTER SERVICER

     Bank of America, N.A., a national banking association. The master servicer
will be responsible for the master servicing of all of the mortgage loans
pursuant to the terms of the pooling and servicing agreement, except with
respect to the Bank of America Center Pari Passu Note A-3 Mortgage Loan
(identified as Loan No. 58399 in Annex A to this prospectus supplement) and as
otherwise described under "Servicing of the Mortgage Loans--General". See also
"Servicing of the Mortgage Loans--The Master Servicer" and "--Sub-Servicers"
and "Description of the Mortgage Pool--Bank of America Center Whole Loan" in
this prospectus supplement and "Bank of America Center" in Annex E to this
prospectus supplement.


SPECIAL SERVICER

     Lennar Partners, Inc. See "Servicing of the Mortgage Loans--The Special
Servicer" in this prospectus supplement.


MORTGAGE LOAN SELLERS

     Bank of America, N.A. is a national banking association. Bank of America,
N.A. is the parent of Banc of America Commercial Mortgage Inc. and a
wholly-owned subsidiary of NB Holdings Corporation, which in turn is a
wholly-owned subsidiary of Bank of America Corporation. Bank of America, N.A.
maintains its principal office at Bank of America Corporate Center, 100 North
Tryon Street Charlotte, North Carolina 28255. General Electric Capital
Corporation, a Delaware corporation, maintains its principal office at 260 Long
Ridge Road, Stamford, Connecticut 06927. German American Capital Corporation, a
Maryland corporation, maintains its principal office at 60 Wall Street, New
York, New York 10038. German American Capital Corporation is an affiliate of
Deustche Bank Securities Inc., one of the underwriters. See "Description of the
Mortgage Pool--The Mortgage Loan Sellers" in this prospectus supplement.


CUT-OFF DATE

     November 1, 2004.


DELIVERY DATE

     On or about November 23, 2004.


                                      S-10



RECORD DATE

     With respect to each class of offered certificates and each distribution
date, the last business day of the calendar month immediately preceding the
month in which such distribution date occurs.


DISTRIBUTION DATE

     The 10th day of each month or, if any such 10th day is not a business day,
the next succeeding business day. The first distribution date with respect to
the offered certificates will occur in December 2004.


DETERMINATION DATE

     The earlier of (i) the sixth day of the month in which the related
distribution date occurs, or if such sixth day is not a business day, then the
immediately preceding business day, and (ii) the fourth business day prior to
the related distribution date.


COLLECTION PERIOD

     With respect to any distribution date, the period that begins immediately
following the determination date in the calendar month preceding the month in
which such distribution date occurs and ends on and includes the determination
date in the calendar month in which such distribution date occurs. The first
collection period applicable to the offered certificates will begin immediately
following the cut-off date and end on the determination date in December 2004.


                                MORTGAGE LOANS


THE MORTGAGE POOL

     The pool of mortgage loans consists of 109 multifamily and commercial
mortgage loans. Ninety of the mortgage loans are in loan group 1 and 19 of the
mortgage loans are in loan group 2. Fifty of these mortgage loans (which
include 42 mortgage loans in loan group 1 and eight mortgage loans in loan
group 2) were (a) originated by Bank of America, N.A. or its conduit
participants or (b) acquired by Bank of America, N.A. from various third party
originators. Forty-nine of these mortgage loans (which include 40 mortgage
loans in loan group 1 and nine mortgage loans in loan group 2) were originated
by General Electric Capital Corporation or an affiliate thereof. Ten of these
mortgage loans (which include eight mortgage loans in loan group 1 and two
mortgage loans in loan group 2) were originated by German American Capital
Corporation or an affiliate thereof. The mortgage loans in the entire mortgage
pool have an aggregate cut-off date balance of approximately $1,362,129,068
which is referred to as the initial pool balance, subject to a variance of plus
or minus 10%. The mortgage loans in loan group 1 have an aggregate cut-off date
balance of approximately $1,120,519,883 which is referred to as the group 1
balance. The mortgage loans in loan group 2 have an aggregate cut-off date
balance of approximately $241,609,185 which is referred to as the group 2
balance.

     The cut-off date balance of each mortgage loan is the unpaid principal
balance thereof as of the cut-off date, after application of all payments of
principal due on or before such date, whether or not received. The cut-off date
balances of the mortgage loans in (a) the entire mortgage pool range from
$1,150,630 to $137,000,000, and the average cut-off date balance is $12,496,597
(b) loan group 1 range from $1,150,630 to $137,000,000 and the average cut-off
date balance is $12,450,221 and (c) loan group 2 range from $3,400,000 to
$90,000,000, and the average cut-off date balance is $12,716,273.

     One mortgage loan, which is included in the trust fund and is included in
loan group 1, referred to as the CS Component Mortgage Loan, is divided into a
senior component and a subordinate component. The aggregate principal balance
of the CS Component Mortgage Loan (including its subordinate component) as of
the cut-off date is approximately $82,500,000. The principal balance of the
senior component of the CS Component Mortgage Loan is approximately
$77,000,000, representing 5.7% of the initial pool balance (6.9% of the group 1
balance). The principal balance of the subordinate component of the CS
Component Mortgage Loan is approximately $5,500,000. See "Description of the
Mortgage Pool--CS Component Mortgage Loan" in this prospectus supplement.


                                      S-11



     One mortgage loan, which is included in the trust fund and is included in
loan group 1, referred to as the RP Component Mortgage Loan, is divided into a
senior component and four subordinate components. The aggregate principal
balance of the RP Component Mortgage Loan (including its subordinate
components) as of the cut-off date is approximately $66,000,000. The principal
balance of the senior component of the RP Component Mortgage Loan is
approximately $52,000,000, representing 3.8% of the initial pool balance (4.6%
of the group 1 balance). The total principal balance of the subordinate
components of the RP Component Mortgage Loan is approximately $14,000,000. See
"Description of the Mortgage Pool--RP Component Mortgage Loan" in this
prospectus supplement.

     One mortgage loan, referred to as the Bank of America Center Whole Loan,
is evidenced by a split loan structure comprised of three pari passu notes
referred to as the Bank of America Center Pari Passu Note A-1 (which is
sometimes referred to as the Bank of America Center Pari Passu Note A-1
Mortgage Loan), the Bank of America Center Pari Passu Note A-2 and the Bank of
America Center Pari Passu Note A-3. Only the Bank of America Center Pari Passu
Note A-3 (which is sometimes referred to as the Bank of America Center Pari
Passu Note A-3 Mortgage Loan), is included in the trust fund. The principal
balance as of the cut-off date of the Bank of America Center Pari Passu Note
A-3 Mortgage Loan is $137,000,000 and represents 10.1% of the initial pool
balance and 12.2% of the group 1 balance. See "Description of the Mortgage
Pool--Bank of America Center Whole Loan" in this prospectus supplement and
"Bank of America Center" in Annex E to this prospectus supplement.

     The Bank of America Center Pari Passu Note A-1 Mortgage Loan was further
divided into a $150,000,000 senior component and a $103,000,000 subordinate
component (which subordinate component is subordinate to its related senior
component, the Bank of America Center Pari Passu Note A-2 and the Bank of
America Center Pari Passu Note A-3) pursuant to the related intercreditor
agreement and the terms of the pooling and servicing agreement relating to the
Banc of America Commercial Mortgage Inc., Commercial Mortgage Pass-Through
Certificates, Series 2004-4. See "Description of the Mortgage Pool--Bank of
America Center Whole Loan".

     Two mortgage loans, which are referred to as the ICG Portfolio Mortgage
Loan and the Summit Place Apartments Mortgage Loan, and are included in loan
group 1 and loan group 2, respectively, are each part of split loan structures
that are secured by the same mortgage instrument on the related mortgaged
property. The other mortgage loans in the split loan structures are not
included in the trust fund and these mortgage loans are referred to as the ICG
Portfolio B Note and the Summit Place Apartments B Note, respectively. The ICG
Portfolio Mortgage Loan and the Summit Place Apartments Mortgage Loan along
with the ICG Portfolio B Note and the Summit Place Apartments B Note,
respectively, are referred to as the ICG Portfolio Whole Loan and the Summit
Place Apartments Whole Loan, respectively. The aggregate principal balance as
of the cut-off date of the ICG Portfolio Mortgage Loan is $50,500,000 and
represents 3.7% of the initial pool balance and 4.5% of the group 1 balance.
The aggregate principal balance as of the date of the origination of the ICG
Portfolio B Note is $3,000,000. The aggregate principal balance as of the
cut-off date of the Summit Place Apartments Mortgage Loan is $6,386,934 and
represents 0.5% of the initial pool balance and 2.6% of the group 2 balance.
The aggregate principal balance as of the date of the origination of the Summit
Place Apartments B Note is $400,000. See "Description of the Mortgage Pool--ICG
Portfolio Whole Loan and Summit Place Apartments Whole Loan" in this prospectus
supplement.


CERTAIN MORTGAGE LOAN CALCULATIONS

     Below is certain information regarding the mortgage loans and the
mortgaged properties in the entire mortgage pool and loan group 1 or loan group
2, as applicable, as of the cut-off date. All weighted averages set forth below
are based on the respective cut-off date balances (as defined in this
prospectus supplement) of the mortgage loans in the entire mortgage pool, loan
group 1 and loan group 2. One mortgage loan that is included in loan group 1,
referred to as the CS Component Mortgage Loan is divided into a senior
component and a subordinate component. One mortgage loan that is included in
loan group 1, referred to as the RP Component Mortgage Loan, is divided into a
senior component and four subordinate components. Unless otherwise stated, all
references to the principal balance of the CS Component Mortgage Loan or the RP
Component Mortgage Loan and related information (including


                                      S-12


debt service coverage ratios, cut-off date balance per unit and loan-to-value
ratios) are to the senior component only of the related mortgage loan and
accordingly, such ratios would be lower (in the case of debt service coverage)
or higher (in the case of cut-off date balance per unit and loan-to-value) if
the related subordinate component or subordinate components, as applicable,
were included. For purposes of weighting any related calculation (including
without limitation calculations with respect to debt service coverage ratio,
the cut-off date balance per unit and loan-to-value ratios) such weighting is
based solely upon the outstanding principal balance of the related senior
component (and excludes the related subordinate component or subordinate
components, as applicable).


     One mortgage loan, referred to as the Bank of America Center Whole Loan,
is evidenced by a split loan structure comprised of three pari passu notes
referred to as the Bank of America Center Pari Passu Note A-1 (which is
sometimes referred to as the Bank of America Center Pari Passu Note A-1
Mortgage Loan), the Bank of America Center Pari Passu Note A-2 and the Bank of
America Center Pari Passu Note A-3. Only the Bank of America Center Pari Passu
Note A-3, which is sometimes referred to as the "Bank of America Center Pari
Passu Note A-3 Mortgage Loan", is included in the trust fund. The Bank of
America Center Pari Passu Note A-1 Mortgage Loan was further divided into a
$150,000,000 senior component and a $103,000,000 subordinate component (which
subordinate component is subordinate to the related senior component, the Bank
of America Center Pari Passu Note A-2 and the Bank of America Center Pari Passu
Note A-3) pursuant to the related intercreditor agreement and the terms of the
pooling and servicing agreement relating to the Banc of America Commercial
Mortgage Inc. Commercial Mortgage Pass-Through Certificates, Series 2004-4 (the
"Bank of America Center Pooling and Servicing Agreement"). Unless otherwise
stated, all references to the principal balance and the related information
(including debt service coverage ratios, cut-off date balance per unit and
loan-to-value ratios) are to the Bank of America Center Pari Passu Note A-3
Mortgage Loan only (and exclude the Bank of America Center Pari Passu Note A-1
and the Bank of America Center Pari Passu Note A-2). In addition, the
calculation of debt service coverage ratios, cut-off date balance per unit and
loan-to-value ratios are references to the aggregate principal balance of the
three pari passu notes representing the Bank of America Center Whole Loan (and
exclude the principal balance of the Bank of America Center Pari Passu Note A-1
Mortgage Loan subordinate component). Such ratios would be lower (in the case
of debt service coverage) or higher (in the case of cut-off date balance per
unit and loan-to-value) if the subordinate component were included. For
purposes of weighting any related calculation (including without limitation
calculations with respect to debt service coverage ratios, cut-off date balance
per unit and loan-to-value ratios) such weighting is based solely upon the
outstanding principal balance of the Bank of America Center Pari Passu Note A-3
Mortgage Loan (and excludes the Bank of America Center Pari Passu Note A-1 and
the Bank of America Center Pari Passu Note A-2).

     Two mortgage loans referred to as the ICG Portfolio Mortgage Loan and the
Summit Place Apartments Mortgage Loan, which are in loan group 1 and loan group
2, respectively, are each part of a split loan structure that is secured by the
same mortgage instrument on the related mortgaged property. Unless otherwise
stated, all references to the principal balance and related information
(including debt service coverage ratios, cut-off date balance per unit and
loan-to-value ratios) relate to the ICG Portfolio Mortgage Loan and the Summit
Place Apartments Mortgage Loan, as applicable, only and exclude the other
mortgage loans in the split loan structure. The other mortgage loans are not
included in the trust fund and are referred to as the ICG Portfolio B Note and
the Summit Place Apartments B Note, respectively. The ICG Portfolio Mortgage
Loan and the Summit Place Apartments Mortgage Loan along with the ICG Portfolio
B Note and the Summit Place Apartments B Note, respectively, are referred to as
the ICG Portfolio Whole Loan and the Summit Place Apartments Whole Loan,
respectively. Accordingly, such ratios would be lower (in the case of debt
service coverage) or higher (in the case of cut-off date balance per unit and
loan-to-value) if the related subordinate loan were included.

     With respect to the five mortgage loans (Loan Nos. 760033366, 760033463,
DBM20193, DBM20554 and DBM20555 in Annex A to this prospectus supplement), the
loan amount used in this prospectus supplement for calculating the related debt
service coverage ratio excludes a $2,500,000, $852,000,


                                      S-13


$11,700,000, $170,000 and $100,000 holdback reserve, respectively. Accordingly,
the debt service coverage would be lower if the holdback reserves were
included.

     This information is described, and additional information regarding the
mortgage loans and the mortgaged properties is described, under Description of
the Mortgage Pool" in this prospectus supplement and in Annex A to this
prospectus supplement.

     As of the cut-off date, the mortgage loans had the following additional
characteristics. The balances and other numerical information used to calculate
various ratios with respect to component mortgage loans, split loan structures
and certain other mortgage loans are explained in this prospectus supplement
under "Summary of Prospectus Supplement--Mortgage Loans--Certain Mortgage Loan
Calculations". Further information regarding such mortgage loans, the other
mortgage loans in the mortgage pool and the related mortgaged properties is
described under "Description of the Mortgage Pool" in this prospectus
supplement and in Annex A to this prospectus supplement.


                    SELECTED MORTGAGE LOAN CHARACTERISTICS



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

Range of mortgage rates ......................   4.669% per annum to      4.669% per annum to       4.740% per annum to
                                                 6.280% per annum         6.280% per annum          5.827% per annum
Weighted average mortgage rate ...............   5.382% per annum         5.434% per annum          5.141% per annum
Range of remaining terms to stated
 maturity ....................................   51 months to 180         51 months to 178          56 months to 180
                                                 months                   months                    months
Weighted average remaining term to
 stated maturity .............................   92 months                94 months                 83 months
Range of remaining amortization
 terms(1) ....................................   178 months to 360        237 months to 360         178 months to 360
                                                 months                   months                    months
Weighted average remaining
 amortization term(1) ........................   340 months               342 months                327 months
Range of remaining lock-out periods ..........   9 months to 176          9 months to 175           35 months to 176
                                                 months                   months                    months
Range of cut-off date loan-to-value
 ratios(2) ...................................   14.2% to 81.5%           18.9% to 81.5%            14.2% to 80.0%
Weighted average cut-off date
 loan-to-value ratio(2) ......................   65.6%                    66.7%                     60.4%
Range of maturity date loan-to-value
 ratios(2) ...................................   12.0% to 80.0%           16.0% to 74.1%            12.0% to 80.0%
Weighted average maturity date
 loan-to-value ratio(2) ......................   58.6%                    59.7%                     53.5%
Range of underwritten debt service
 coverage ratio(2) ...........................   1.13x to 7.11x           1.13x to 3.10x            1.20x to 7.11x
Weighted average underwritten debt
 service coverage ratio(2) ...................   1.64x                    1.61x                     1.75x


----------
(1)   Excludes mortgage loans that are interest only until maturity.

(2)   "Cut-off date loan-to-value ratio", "maturity date loan-to-value ratio"
      and "underwritten debt service coverage ratio" are calculated as
      described under "Summary of Prospectus Supplement--Mortgage
      Loans--Certain Mortgage Loan Calculations" in this prospectus supplement.



                                      S-14



     Set forth below are the number of mortgaged properties, and the
approximate percentage of the initial pool balance secured by such mortgaged
properties, located in the five states with the highest concentrations:


                            GEOGRAPHIC CONCENTRATION



                       NUMBER OF     PERCENTAGE OF     PERCENTAGE OF     PERCENTAGE OF
                       MORTGAGED      INITIAL POOL        GROUP 1           GROUP 2
STATE                 PROPERTIES     BALANCE(1)(2)     BALANCE(1)(2)     BALANCE(1)(2)
-------------------  ------------   ---------------   ---------------   --------------

California ........       19              19.3%             23.5%             0.0%
New York ..........        8              12.3%              6.4%            39.5%
Florida ...........       11               8.3%             10.0%             0.0%
Pennsylvania ......        2               5.9%              7.1%             0.0%
Massachusetts .....        1               5.7%              6.9%             0.0%


----------
(1)   Because this table presents information relating to the mortgaged
      properties and not the mortgage loans, the information for mortgage loans
      secured by more than one mortgaged property is based on allocated loan
      amounts (generally allocating the mortgage loan principal amount to each
      of those mortgaged properties by appraised values of the mortgaged
      properties if not otherwise specified in the related note or loan
      agreement). Those amounts are set forth in Annex A to this prospectus
      supplement.

(2)   The sum of the percentages in this column may not equal 100% due to
      rounding.

     The remaining mortgaged properties are located throughout 22 other states
and the District of Columbia, with no more than 5.0% of the initial pool
balance secured by mortgaged properties located in any such other jurisdiction.

     For more information regarding the location of the mortgaged properties
securing the mortgage loans included in loan group 1 and loan group 2, see
Annex A to this prospectus supplement.

     Set forth below are the number of mortgaged properties, and the
approximate percentage of the initial pool balance secured by such mortgaged
properties, operated for each indicated purpose:


                                 PROPERTY TYPE



                               NUMBER OF     PERCENTAGE OF     PERCENTAGE OF     PERCENTAGE OF
                               MORTGAGED      INITIAL POOL        GROUP 1           GROUP 2
PROPERTY TYPE                 PROPERTIES     BALANCE(1)(2)     BALANCE(1)(2)     BALANCE(1)(2)
--------------------------   ------------   ---------------   ---------------   --------------

Retail ...................        30              23.2%             28.2%             0.0%
Office ...................        16              23.0%             27.9%             0.0%
Multifamily ..............        21              17.4%              3.2%            83.3%
Manufactured Housing .....        17              10.7%              9.4%            16.7%
Mixed Use ................         2               9.5%             11.5%             0.0%
Self Storage .............        22               7.6%              9.2%             0.0%
Industrial ...............         8               6.1%              7.4%             0.0%
Land .....................         1               1.4%              1.7%             0.0%
Hotel ....................         2               1.3%              1.6%             0.0%


----------
(1)   Because this table presents information relating to the mortgaged
      properties and not the mortgage loans, the information for mortgage loans
      secured by more than one mortgaged property is based on allocated loan
      amounts (generally allocating the mortgage loan principal amount to each
      of those mortgaged properties by appraised values of the mortgaged
      properties if not otherwise specified in the related note or loan
      agreement). Those amounts are set forth in Annex A to this prospectus
      supplement.

(2)   The sum of the percentages in this column may not equal 100% due to
      rounding.


                                      S-15



     FOR MORE DETAILED STATISTICAL INFORMATION REGARDING THE MORTGAGE POOL, SEE
ANNEX A HERETO.

     On or before the delivery date, the mortgage loan sellers will transfer
all of the mortgage loans, without recourse, to the depositor, or at the
direction of the depositor to the trustee for the benefit of holders of the
certificates. In connection with such transfer, the mortgage loan sellers will
make certain representations and warranties with respect to the characteristics
of those mortgage loans related to such mortgage loan seller. As described in
more detail later in this prospectus supplement, the mortgage loan sellers will
be obligated to cure any material breach of any such representation or warranty
made by it or either repurchase the affected mortgage loan or, in the period
and manner described in this prospectus supplement, substitute a qualified
substitute mortgage loan for the affected mortgage loan and pay any
substitution shortfall amount. See "Description of the Mortgage
Pool--Assignment of the Mortgage Loans; Repurchases and Substitution" and
"--Representations and Warranties; Repurchases and Substitutions" in this
prospectus supplement.

     Each of the mortgage loan sellers will sell each of its respective
mortgage loans without recourse and has no obligations with respect to the
offered certificates other than pursuant to such representations and warranties
and repurchase or substitution obligations. The depositor has made no
representations or warranties with respect to the mortgage loans and will have
no obligation to repurchase or replace mortgage loans with deficient
documentation or which are otherwise defective. See "Description of the
Mortgage Pool" and "Risk Factors--Risks Related to the Mortgage Loans" in this
prospectus supplement and "Description of the Trust Funds" and "Certain Legal
Aspects of Mortgage Loans" in the accompanying prospectus.

     The master servicer and, if circumstances require, the special servicer,
will service and administer the mortgage loans pursuant to the pooling and
servicing agreement among the depositor, the master servicer, the special
servicer, the trustee and the REMIC administrator. See "Servicing of the
Mortgage Loans" in this prospectus supplement and "The Pooling and Servicing
Agreements" in the accompanying prospectus. The compensation to be received by
the master servicer (including certain master servicing fees) and the special
servicer (including special servicing fees, liquidation fees and workout fees)
for their services is described in this prospectus supplement under "Servicing
of the Mortgage Loans--Servicing and Other Compensation and Payment of
Expenses".


                              OFFERED SECURITIES


THE OFFERED CERTIFICATES; CERTIFICATE BALANCES AND PASS-THROUGH RATES

     The offered certificates consist of 11 classes of the depositor's
Commercial Mortgage Pass-Through Certificates as part of Series 2004-5, namely
the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class
XP, Class A-J, Class B, Class C and Class D Certificates. As of the delivery
date, your certificates will have the approximate aggregate principal amount or
notional amount indicated in the chart on the cover of this prospectus
supplement, subject to a variance of plus or minus 10%, and will accrue
interest at an annual rate referred to as a pass-through rate indicated in the
chart on the cover of this prospectus supplement and the accompanying
footnotes. Interest on the offered certificates will be calculated based on a
360-day year consisting of twelve 30-day months, or a 30/360 basis.

     Series 2004-5 consists of a total of 30 classes of certificates, the
following 19 of which are not being offered through this prospectus supplement
and the accompanying prospectus: Class XC, Class E, Class F, Class G, Class H,
Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class CS, Class
RP-1, Class RP-2, Class RP-3, Class RP-4, Class R-I and Class R-II. The
pass-through rates applicable to each of the Class XC, Class E, Class F, Class
G, Class H, Class J, Class K, Class L, Class M, Class N, Class O and Class P
Certificates for each distribution date are set forth on page S-7 of this
prospectus supplement. The pass-through rates applicable to each of the Class
CS, Class RP-1, Class RP-2, Class RP-3 and Class RP-4 Certificates for each
distribution date are set forth in the pooling and servicing agreement. The
Class RP-1, Class RP-2, Class RP-3 and Class RP-4 Certificates are referred to
herein as the "Class RP Certificates". The Class R-I and Class R-II
Certificates will not have a certificate balance, a notional amount or a
pass-through rate.


                                      S-16



CLASS X CERTIFICATES


Notional Amount

     The Class XC and Class XP Certificates will not have certificate balances.
For purposes of calculating the amount of accrued interest, however, each of
those classes will have a notional amount.

     The notional amount of the Class XC Certificates will equal the aggregate
certificate balances of the Class A-1, Class A-2, Class A-3, Class A-AB, Class
A-4, Class A-1A, 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 outstanding from time to time. The initial notional amount of the
Class XC Certificates will be approximately $1,362,129,068, although it may be
as much as 10% larger or smaller.

     The notional amount of the Class XP Certificates will equal:

     o   during the period following the initial issuance of the Certificates
         through and including the distribution date in May 2005, the sum of (a)
         the lesser of $240,978,000 and the Certificate Balance of the Class
         A-1A Certificates outstanding from time to time, (b) the lesser of
         $55,047,000 and the Certificate Balance of the Class A-1 Certificates
         outstanding from time to time and (c) the aggregate Certificate
         Balances of the Class A-2, Class A-3, Class A-AB, Class A-4, 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 in May 2005 through
         and including the distribution date in November 2005, the sum of (a)
         the lesser of $240,111,000 and the Certificate Balance of the Class
         A-1A Certificates outstanding from time to time, (b) the lesser of
         $51,879,000 and the Certificate Balance of the Class A-1 Certificates
         outstanding from time to time and (c) the aggregate Certificate
         Balances of the Class A-2, Class A-3, Class A-AB, Class A-4, 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 in November 2005
         through and including the distribution date in May 2006, the sum of (a)
         the lesser of $235,072,000 and the Certificate Balance of the Class
         A-1A Certificates outstanding from time to time, (b) the lesser of
         $28,770,000 and the Certificate Balance of the Class A-1 Certificates
         outstanding from time to time and (c) the aggregate Certificate
         Balances of the Class A-2, Class A-3, Class A-AB, Class A-4, 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 in May 2006 through
         and including the distribution date in November 2006, the sum of (a)
         the lesser of $229,365,000 and the Certificate Balance of the Class
         A-1A Certificates outstanding from time to time, (b) the lesser of
         $2,136,000 and the Certificate Balance of the Class A-1 Certificates
         outstanding from time to time and (c) the aggregate Certificate
         Balances of the Class A-2, Class A-3, Class A-AB, Class A-4, 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 in November 2006
         through and including the distribution date in May 2007, the sum of (a)
         the lesser of $223,700,000 and the Certificate Balance of the Class
         A-1A Certificates outstanding from time to time, (b) the lesser of
         $226,009,000 and the Certificate Balance of the Class A-2 Certificates
         outstanding from time to time, (c) the aggregate Certificate Balances
         of the Class A-3, Class A-AB, Class A-4, Class A-J, Class B, Class C,
         Class D, Class E, Class F, Class G, Class H and Class J Certificates
         outstanding from time to time and (d) the lesser of $5,415,000 and the
         certificate balance of the Class K Certificates outstanding from time
         to time;

     o   during the period following the distribution date in May 2007 through
         and including the


                                      S-17


         distribution date in November 2007, the sum of (a) the lesser of
         $218,219,000 and the Certificate Balance of the Class A-1A
         Certificates outstanding from time to time, (b) the lesser of
         $199,815,000 and the Certificate Balance of the Class A-2 Certificates
         outstanding from time to time, (c) the aggregate Certificate Balances
         of the Class A-3, Class A-AB, Class A-4, Class A-J, Class B, Class C,
         Class D, Class E, Class F, Class G and Class H Certificates
         outstanding from time to time and (d) the lesser of $1,660,000 and the
         certificate balance of the Class J Certificates outstanding from time
         to time;

     o   during the period following the distribution date in November 2007
         through and including the distribution date in May 2008, the sum of (a)
         the lesser of $212,899,000 and the Certificate Balance of the Class
         A-1A Certificates outstanding from time to time, (b) the lesser of
         $173,964,000 and the Certificate Balance of the Class A-2 Certificates
         outstanding from time to time, (c) the aggregate Certificate Balances
         of the Class A-3, Class A-AB, Class A-4, Class A-J, Class B, Class C,
         Class D, Class E, Class F and Class G Certificates outstanding from
         time to time and (d) the lesser of $13,607,000 and the certificate
         balance of the Class H Certificates outstanding from time to time;

     o   during the period following the distribution date in May 2008 through
         and including the distribution date in November 2008, the sum of (a)
         the lesser of $207,733,000 and the Certificate Balance of the Class
         A-1A Certificates outstanding from time to time, (b) the lesser of
         $148,797,000 and the Certificate Balance of the Class A-2 Certificates
         outstanding from time to time, (c) the aggregate Certificate Balances
         of the Class A-3, Class A-AB, Class A-4, Class A-J, Class B, Class C,
         Class D, Class E, Class F and Class G Certificates outstanding from
         time to time and (d) the lesser of $3,790,000 and the certificate
         balance of the Class H Certificates outstanding from time to time;

     o   during the period following the distribution date in November 2008
         through and including the distribution date in May 2009, the sum of (a)
         the lesser of $185,436,000 and the Certificate Balance of the Class
         A-1A Certificates outstanding from time to time, (b) the lesser of
         $99,515,000 and the Certificate Balance of the Class A-2 Certificates
         outstanding from time to time, (c) the aggregate Certificate Balances
         of the Class A-3, Class A-AB, Class A-4, Class A-J, Class B, Class C,
         Class D, Class E and Class F Certificates outstanding from time to time
         and (d) the lesser of $6,277,000 and the certificate balance of the
         Class G Certificates outstanding from time to time;

     o   during the period following the distribution date in May 2009 through
         and including the distribution date in November 2009, the sum of (a)
         the lesser of $89,511,000 and the Certificate Balance of the Class A-1A
         Certificates outstanding from time to time, (b) the lesser of
         $200,422,000 and the Certificate Balance of the Class A-3 Certificates
         outstanding from time to time, (c) the lesser of $44,939,000 and the
         Certificate Balance of the Class A-AB Certificates outstanding from
         time to time, (d) the aggregate Certificate Balances of the Class A-4,
         Class A-J, Class B, Class C, Class D and Class E Certificates
         outstanding from time to time and (e) the lesser of $14,144,000 and the
         certificate balance of the Class F Certificates outstanding from time
         to time;

     o   during the period following the distribution date in November 2009
         through and including the distribution date in May 2010, the sum of (a)
         the lesser of $86,876,000 and the Certificate Balance of the Class A-1A
         Certificates outstanding from time to time, (b) the lesser of
         $188,032,000 and the Certificate Balance of the Class A-3 Certificates
         outstanding from time to time, (c) the lesser of $39,487,000 and the
         Certificate Balance of the Class A-AB Certificates outstanding from
         time to time, (d) the aggregate Certificate Balances of the Class A-4,
         Class A-J, Class B, Class C, Class D and Class E Certificates
         outstanding from time to time and (e) the lesser of $7,480,000 and the
         certificate balance of the Class F Certificates outstanding from time
         to time;

     o   during the period following the distribution date in May 2010 through
         and including the distribution date in November 2010, the sum of (a)
         the lesser of $84,562,000 and the Certificate Balance of the Class A-1A
         Certificates outstanding from time to time, (b) the lesser of
         $177,104,000 and the Certificate Balance of the Class A-3 Certificates
         outstanding from time to time, (c) the lesser of $33,208,000 and the
         Certificate Balance of the Class A-AB Certificates outstanding from
         time to time, (d) the aggregate Certificate Balances of the Class A-4,
         Class A-J, Class B, Class C,


                                      S-18


         Class D and Class E Certificates outstanding from time to time and (e)
         the lesser of $1,231,000 and the certificate balance of the Class F
         Certificates outstanding from time to time;

     o   during the period following the distribution date in November 2010
         through and including the distribution date in May 2011, the sum of (a)
         the lesser of $82,304,000 and the Certificate Balance of the Class A-1A
         Certificates outstanding from time to time, (b) the lesser of
         $106,077,000 and the Certificate Balance of the Class A-3 Certificates
         outstanding from time to time, (c) the lesser of $26,646,000 and the
         Certificate Balance of the Class A-AB Certificates outstanding from
         time to time, (d) the aggregate Certificate Balances of the Class A-4,
         Class A-J, Class B, Class C and Class D Certificates outstanding from
         time to time and (e) the lesser of $7,148,000 and the certificate
         balance of the Class E Certificates outstanding from time to time;

     o   during the period following the distribution date in May 2011 through
         and including the distribution date in November 2011, the sum of (a)
         the lesser of $72,745,000 and the Certificate Balance of the Class A-1A
         Certificates outstanding from time to time, (b) the lesser of
         $143,993,000 and the Certificate Balance of the Class A-4 Certificates
         outstanding from time to time, (c) the aggregate Certificate Balances
         of the Class A-J, Class B, Class C and Class D Certificates outstanding
         from time to time and (d) the lesser of $1,787,000 and the certificate
         balance of the Class E Certificates outstanding from time to time;

     o   following the distribution date in November 2011, $0.

     The total initial notional amount of the Class XP Certificates will be
approximately $1,331,702,000, although it may be as much as 10% larger or
smaller.


Pass Through Rate

     The pass-through rate applicable to the Class XP Certificates for the
initial distribution date will equal approximately 0.6843% per annum. The
pass-through rate for the Class XP Certificates, for each distribution date
subsequent to the initial distribution date and through and including the
November 2011 distribution date will equal the weighted average of the
respective strip rates, which we refer to as Class XP strip rates, at which
interest accrues from time to time on the respective components of the notional
amount of the Class XP Certificates outstanding immediately prior to the
related distribution date, with the relevant weighting to be done based upon
the relative sizes of those components. Each of those components will be
comprised of all or a designated portion of the certificate balance of a
specified class of Certificates. If all or a designated portion of the
certificate balance of any class of Certificates is identified under
"--Notional Amount" above as being part of the notional amount of the Class XP
Certificates immediately prior to any distribution date, then that certificate
balance (or designated portion thereof) will represent one or more separate
components of the notional amount of the Class XP Certificates for purposes of
calculating the accrual of interest during the related interest accrual period.
For purposes of accruing interest during any interest accrual period, through
and including the November 2011 distribution date, on any particular component
of the notional amount of the Class XP Certificates immediately prior to the
related distribution date, the applicable Class XP strip rate will equal (a)
with respect to the Class F Certificates, 0.168% (the "Class XP (Class F) Fixed
Strip Rate"), (b) with respect to the Class G Certificates, 0.069% (the "Class
XP (Class G) Fixed Strip Rate") and (c) with respect to each other class of
certificates having a certificate balance (or a designated portion thereof)
that represents one or more separate components of the Class XP Certificates:

     (1)   the lesser of (a) the reference rate specified in Annex C to this
           prospectus supplement for such interest accrual period and (b) the
           weighted average net mortgage rate for such interest accrual period,
           over

     (2)   the pass-through rate in effect during such interest accrual period
           for such class of certificates.

     Following the November 2011 distribution date, the Class XP Certificates
will cease to accrue interest. In connection therewith, the Class XP
Certificates will have a 0% pass-through rate for the December 2011
distribution date and for each distribution date thereafter.


                                      S-19



     The pass-through rate applicable to the Class XC Certificates for the
initial distribution date will equal approximately 0.0441% per annum. The
pass-through rate for the Class XC Certificates for any interest accrual period
subsequent to the initial distribution date will equal the weighted average of
the respective strip rates, which we refer to as Class XC strip rates, at which
interest accrues from time to time on the respective components of the notional
amount of the Class XC Certificates outstanding immediately prior to the
related distribution date, with the relevant weighting to be done based upon
the relative sizes of those components. Each of those components will be
comprised of all or a designated portion of the certificate balance of one of
the classes of Certificates. In general, the certificate balance of certain
classes of Certificates will constitute a separate component of the notional
amount of the Class XC Certificates; provided that, if a portion, but not all,
of the certificate balance of any particular class of Certificates is
identified under "--Notional Amount" above as being part of the notional amount
of the Class XP Certificates immediately prior to any distribution date, then
that identified portion of such certificate balance will represent one or more
separate components of the notional amount of the Class XC Certificates for
purposes of calculating the accrual of interest during the related interest
accrual period, and the remaining portion of such certificate balance will also
represent one or more other separate components of the Class XC Certificates
for purposes of calculating the accrual of interest during the related interest
accrual period. For purposes of accruing interest for each distribution date
prior to December 2011 on any particular component of the notional amount of
the Class XC Certificates immediately prior to the related distribution date,
the applicable Class XC strip rate will be calculated as follows:

     (1)  if such particular component consists of the entire certificate
          balance of any class of Certificates, and if such certificate balance
          also constitutes, in its entirety, a component of the notional amount
          of the Class XP Certificates immediately prior to the related
          distribution date, then the applicable Class XC strip rate will equal
          the excess, if any, of (a) the weighted average net mortgage rate for
          such interest accrual period, over (b) (x) with respect to the Class F
          Certificates, the sum of (i) the Class XP (Class F) Fixed Strip Rate
          for the applicable Class XP component and (ii) the pass-through rate
          in effect for the distribution date for the Class F Certificates, (y)
          with respect to the Class G Certificates, the sum of (i) the Class XP
          (Class G) Fixed Strip Rate for the applicable Class XP component and
          (ii) the pass-through rate in effect for the distribution date for the
          Class G Certificates and (z) for each other applicable class of
          Certificates, the greater of (i) the reference rate specified in Annex
          C to this prospectus supplement for such interest accrual period and
          (ii) the pass-through rate in effect during such interest accrual
          period for such class of certificates;

     (2)  if such particular component consists of a designated portion (but not
          all) of the certificate balance of any class of Certificates, and if
          such designated portion of such certificate balance also constitutes a
          component of the notional amount of the Class XP Certificates
          immediately prior to the related distribution date, then the
          applicable Class XC strip rate will equal the excess, if any, of (a)
          the weighted average net mortgage rate for such interest accrual
          period, over (b) (x) with respect to the Class F Certificates, the sum
          of (i) the Class XP (Class F) Fixed Strip Rate for the applicable
          Class XP component and (ii) the pass-through rate in effect for the
          distribution date for the Class F Certificates, (y) with respect to
          the Class G Certificates, the sum of (i) the Class XP (Class G) Fixed
          Strip Rate for the applicable Class XP component and (ii) the
          pass-through rate in effect for the distribution date for the Class G
          Certificates and (z) for each other applicable class of Certificates,
          the greater of (i) the reference rate specified in Annex C to this
          prospectus supplement for such interest accrual period and (ii) the
          pass-through rate in effect during such interest accrual period for
          such distribution date for such class of certificates;

     (3)  if such particular component consists of the entire certificate
          balance of any class of certificates, and if such certificate balance
          for such distribution date does not, in whole or in part, also
          constitute a component of the notional amount of the Class XP
          Certificates immediately prior to the related distribution date, then
          the applicable Class XC strip rate will equal the excess, if any,


                                      S-20



          of (a) the weighted average net mortgage rate for such interest
          accrual period, over (b) the pass-through rate in effect during such
          interest accrual period for such class of certificates; and

     (4)  if such particular component consists of a designated portion (but not
          all) of the certificate balance of any class of certificates, and if
          such designated portion of such certificate balance does not also
          constitute a component of the notional amount of the Class XP
          Certificates immediately prior to the related distribution date, then
          the applicable Class XC strip rate will equal the excess, if any, of
          (a) the weighted average net mortgage rate for such interest accrual
          period, over (b) the pass-through rate in effect during such interest
          accrual period for such class of certificates.

     For purposes of the accrual of interest on the Class XC Certificates for
each distribution date subsequent to the November 2011 distribution date, the
certificate balance of each class of Certificates (other than the Class R-I,
Class R-II, Class XC and Class XP Certificates) will constitute one or more
separate components of the notional amount of the Class XC Certificates, and
the applicable Class XC strip rate with respect to each such component for each
such interest accrual period will equal the excess, if any, of (a) the weighted
average net mortgage rate for such interest accrual period, over (b) the
pass-through rate in effect during such interest accrual period for the class
of certificates corresponding to such component.


DISTRIBUTIONS

     For purposes of making distributions to the Class A-1, Class A-2, Class
A-3, Class A-AB, Class A-4 and Class A-1A Certificates, the pool of mortgage
loans will be deemed to consist of two distinct groups, loan group 1 and loan
group 2. Loan group 1 will consist of 90 mortgage loans, representing
approximately 82.3% of the initial pool balance as of the cut-off date, and
loan group 2 will consist of 19 mortgage loans, representing approximately
17.7% of the initial pool balance as of the cut-off date. Loan group 2 will
include approximately 85.0% of the initial pool balance secured by multifamily
properties and approximately 27.7% of the initial pool balance secured by
manufactured housing properties. Annex A to this prospectus supplement will set
forth the loan group designation with respect to each mortgage loan.

     The total of all payments or other collections (or advances in lieu
thereof) on or in respect of the mortgage loans (but excluding prepayment
premiums as described in this prospectus supplement) that are available for
distributions of interest on and principal of the certificates on any
distribution date is herein referred to as the available distribution amount
for such date. See "Description of the Certificates--Distributions--The
Available Distribution Amount" in this prospectus supplement. On each
distribution date, the trustee will apply the available distribution amount for
such date for the following purposes and in the following order of priority:


  A. Amount and Order of Distributions

     First, Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A,
Class XC and Class XP: To pay interest, concurrently, (a) on Class A-1, Class
A-2, Class A-3, Class A-AB and Class A-4 pro rata, from the portion of the
available distribution amount for such distribution date that is attributable
to the mortgage loans in loan group 1, (b) on Class A-1A from the portion of
the available distribution amount for such distribution date that is
attributable to the mortgage loans in loan group 2 and (c) on Class XC and
Class XP, from the available distribution amount, in each case in accordance
with their interest entitlements. However, if on any distribution date, the
available distribution amount (or applicable portion thereof) is insufficient
to pay in full the total amount of interest to be paid to any of the classes
described above, the available distribution amount will be allocated among all
these classes pro rata in accordance with their interest entitlements.

     Second, Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4 and Class
A-1A: To the extent of amounts then required to be distributed as principal,
concurrently (A) (i) first, to the Class A-AB Certificates, available principal
received from loan group 1 and, after the Class A-1A Certificates have been
reduced to


                                      S-21



zero, available principal received from loan group 2 remaining after payments
to the Class A-1A Certificates have been made, until the principal balance of
the Class A-AB Certificates is reduced to the planned principal balance set
forth in the table in Annex D to this prospectus supplement; (ii) then, to the
Class A-1 Certificates, available principal received from loan group 1
remaining after the above distribution in respect of the Class A-AB
Certificates and, after the Class A-1A Certificates have been reduced to zero,
available principal received from loan group 2 remaining after payments to the
Class A-1A Certificates and the above distribution on the Class A-AB
Certificates have been made, until the principal balance of the Class A-1
Certificates is reduced to zero; (iii) then, to the Class A-2 Certificates,
available principal received from loan group 1 remaining after distributions in
respect of principal to the Class A-1 Certificates and the above distribution
on the Class A-AB Certificates and, after the Class A-1A Certificates have been
reduced to zero, available principal received from loan group 2 remaining after
payments to the Class A-1A Certificates and the above distributions on the
Class A-1 and Class A-AB Certificates have been made, until the principal
balance of the Class A-2 Certificates is reduced to zero; (iv) then, to the
Class A-3 Certificates, available principal received from loan group 1
remaining after the above distributions in respect of principal to the Class
A-1, Class A-2 and Class A-AB Certificates and, after the Class A-1A
Certificates have been reduced to zero, available principal received from loan
group 2 remaining after payments to the Class A-1A Certificates and the above
distributions on the Class A-1, Class A-2 and Class A-AB Certificates have been
made, until the principal balance of the Class A-3 Certificates is reduced to
zero; (v) then, to the Class A-AB Certificates, available principal received
from loan group 1 remaining after the above distributions in respect of
principal to the Class A-1, Class A-2, Class A-3 and Class A-AB Certificates
and, after the Class A-1A Certificates have been reduced to zero, available
principal received from loan group 2 remaining after payments to the Class A-1A
Certificates and the above distributions on the Class A-1, Class A-2, Class A-3
and Class A-AB Certificates have been made, until the principal balance of the
Class A-AB Certificates is reduced to zero and (vi) then, to the Class A-4
Certificates, available principal received from loan group 1 remaining after
the above distributions in respect of principal to the Class A-1, Class A-2,
Class A-3 and Class A-AB Certificates and, after the Class A-1A Certificates
have been reduced to zero, available principal received from loan group 2
remaining after payments to the Class A-1A Certificates and the above
distributions on the Class A-1, Class A-2, Class A-3 and Class A-AB
Certificates have been made, until the principal balance of the Class A-4
Certificates is reduced to zero and (B) to the Class A-1A Certificates,
available principal received from loan group 2 and, after the Class A-1, Class
A-2, Class A-3, Class A-AB and Class A-4 certificates have been reduced to
zero, available principal received from loan group 1 remaining after payments
to the Class A-1, Class A-2, Class A-3, Class A-AB and Class A-4 Certificates
have been made, until the principal balance of the Class A-1A Certificates is
reduced to zero.

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

     Fourth, Class A-J: To Class A-J as follows: (a) interest on Class A-J in
the amount of its interest entitlement; (b) to the extent of funds available
for principal, principal on Class A-J until reduced to zero; and (c) to
reimburse Class A-J for any previously unreimbursed losses on the mortgage
loans allocable to principal that were previously borne by that class.

     Fifth, Class B: To Class B in a manner analogous to Class A-J allocations
in the fourth step.

     Sixth, Class C: To Class C in a manner analogous to the Class A-J
allocations in the fourth step.

     Seventh, Class D: To Class D in a manner analogous to the Class A-J
allocations in the fourth step.

     Finally, Private Certificates: To the Private Certificates (other than the
Class XC Certificates) in the amounts and order of priority provided for in the
Pooling and Servicing Agreement.

     The distributions referred to in priority Second above will be made pro
rata among the Class A-1 Certificates, Class A-2 Certificates, Class A-3
Certificates, Class A-AB Certificates, Class A-4 Certificates and Class A-1A
Certificates when the certificate balances of all other certificates having
certificate


                                      S-22



balances have been reduced to zero and in any event on the final distribution
date as described under "Description of the Certificates--Distributions--The
Available Distribution Amount" in this prospectus supplement.


     B. Interest and Principal Entitlements

     A description of each class's interest entitlement can be found in
"Description of the Certificates-- Distributions--Distributable Certificate
Interest" in this prospectus supplement. As described in such section, there
are circumstances 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 amount.

     The amount of principal required to be distributed to the classes entitled
to principal on a particular distribution date also can be found in
"Description of the Certificates--Principal Distribution Amount" in this
prospectus supplement.


     C. Prepayment Premiums

     The manner in which any prepayment consideration and yield maintenance
premiums received during a particular collection period will be allocated to
one or more of the classes of offered certificates is described in "Description
of the Certificates--Distributions--Distributions of Prepayment Premiums" 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 on any distribution date is depicted in descending
order. The manner in which mortgage loan losses are allocated is depicted in
ascending order; provided that mortgage loan losses will not be allocated to
the Class CS Certificates (other than mortgage loan losses on the CS Component
Mortgage Loan), the Class RP Certificates (other than mortgage loan losses on
the RP Component Mortgage Loan), or the Class R-I or Class R-II Certificates.
Mortgage loan losses that are realized on the CS Component Mortgage Loan will
be allocated to the Class CS Certificates before being allocated to any other
class of Certificates. Mortgage loan losses that are realized on the RP
Component Mortgage Loan will be allocated to the Class RP Certificates in
reverse sequential order before being allocated to any other class of
certificates. No principal payments or loan losses will be allocated to the
Class XC and Class XP Certificates. However, the notional amount on the Class
XC and Class XP Certificates (which is used to calculate interest due on the
Class XC and Class XP Certificates) will effectively be reduced by the
allocation of principal payments and loan losses to the other classes of
certificates, the principal balances of which correspond to the notional amount
of the Class XC and Class XP Certificates as the case may be.



















                                      S-23



           ----------------------------------------------------------
              CLASS A-1 CERTIFICATES(1), CLASS A-2 CERTIFICATES(1),
            CLASS A-3 CERTIFICATES(1), CLASS A-AB CERTIFICATES(1)(2),
             CLASS A-4 CERTIFICATES(1), CLASS A-1A CERTIFICATES(1),
                          CLASS XC CERTIFICATES(3) AND
                            CLASS XP CERTIFICATES(3)
           ----------------------------------------------------------

                           ---------------------------
                             CLASS A-J CERTIFICATES
                           ---------------------------

                           ---------------------------
                              CLASS B CERTIFICATES
                           ---------------------------

                           ---------------------------
                              CLASS C CERTIFICATES
                           ---------------------------

                           ---------------------------
                              CLASS D CERTIFICATES
                           ---------------------------

                  ---------------------------------------------
                              PRIVATE CERTIFICATES
                  (other than the Class XC Certificates)(4)(5)
                  ---------------------------------------------

     (1)  The Class A-1A Certificates have a priority entitlement to principal
          payments received in respect of mortgage loans included in loan group
          2. The Class A-1, Class A-2, Class A-3, Class A-AB and Class A-4
          Certificates have a priority entitlement to principal payments
          received in respect of mortgage loans included in loan group 1. See
          "Description of the Certificates--The Available Distribution Amount"
          in this prospectus supplement.

     (2)  The Class A-AB Certificates have a certain priority with respect to
          being paid down to their planned principal balance on any distribution
          date as described in this prospectus supplement.

     (3)  The Class XC and Class XP Certificates will only be senior with
          respect to payments of interest and will not be entitled to receive
          any payments in respect of principal.

     (4)  The Class CS Certificates will only be subordinate to the offered
          certificates with respect to payments and other collections received
          on the CS Component Mortgage Loan.

     (5)  Each Class of Class RP Certificates will only be subordinate to the
          offered certificates with respect to payments and other collections
          received on the RP Component Mortgage Loan.

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

     See "Description of the Certificates--Subordination; Allocation of Losses
and Certain Expenses" in this prospectus supplement.


B. Shortfalls in Available Funds

     The following types of shortfalls in available funds will be allocated in
the same manner as mortgage loan losses:


                                      S-24



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

     o   shortfalls resulting from interest on advances of principal and
         interest or property expenses made by the master servicer the special
         servicer or the trustee;

     o   shortfalls resulting from extraordinary expenses of the trust;

     o   shortfalls resulting from a reduction of a mortgage loan's interest
         rate or principal amount by a bankruptcy court or from other
         unanticipated or default-related expenses of the trust; and

     o   shortfalls due to nonrecoverable advances being reimbursed from
         principal and/or interest collections.

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


ADVANCES OF PRINCIPAL AND INTEREST


  A. P&I Advances

     The master servicer (or the trustee, if applicable) is required to advance
delinquent monthly mortgage loan payments (including mortgage loan payments on
the applicable subordinate component or components of each of the CS Component
Mortgage Loan and the RP Component Mortgage Loan), but excluding, in the case
of the master servicer, mortgage loan payments on the Bank of America Center
Pari Passu Note A-3 Mortgage Loan, for which advances will be governed by the
Bank of America Center Pooling and Servicing Agreement, if it determines that
the advance will be recoverable. The master servicer will not advance balloon
payments due at maturity, late payment charges or default interest. The master
servicer also is not required to advance prepayment or yield maintenance
premiums. If an advance is made, the master servicer will not advance its
servicing fee, but will advance the trustee's fee.


  B. Property Protection Advances

     The master servicer (or the trustee, if applicable) may also be required
to make advances to pay delinquent real estate taxes, assessments and hazard
insurance premiums and similar expenses necessary to protect and maintain the
mortgaged property, to maintain the lien on the mortgaged property or enforce
the related mortgage loan documents.


  C. Interest on Advances

     The master servicer and the trustee, as applicable, will be entitled to
interest as described in this prospectus supplement on any of the advances
referenced in the two immediately preceding paragraphs, other than for advances
referenced under the above Paragraph A of payments not delinquent past
applicable grace periods. Interest accrued on any of these outstanding advances
may result in reductions in amounts otherwise payable on the certificates.

     See "Description of the Certificates--P&I Advances" and "Servicing of the
Mortgage Loans-- Servicing and Other Compensation and Payment of Expenses" in
this prospectus supplement and "Description of the Certificates--Advances in
Respect of Delinquencies" and "The Pooling and Servicing
Agreements--Certificate Account" in the accompanying prospectus.


OTHER ASPECTS OF THE OFFERED CERTIFICATES


  A. Denominations

     The Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A,
Class A-J, Class B, Class C and Class D Certificates will be offered in minimum
denominations of $10,000 initial principal amount. The Class XP Certificates
will be offered in minimum denominations of $1,000,000 initial notional amount.
Investments in excess of the minimum denominations may be made in multiples of
$1.


                                      S-25



  B. Registration, Clearance and Settlement

     Each class of offered certificates will be registered in the name of Cede
& Co., as nominee of The Depository Trust Company. The book-entry system
through The Depository Trust Company may be terminated with respect to all or
any portion of any class of the offered certificates.

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


OPTIONAL TERMINATION

     On any distribution date on which the aggregate principal balance of the
pool of mortgage loans remaining in the trust is less than 1% of the aggregate
unpaid balance of the mortgage loans as of the cut-off date, certain entities
specified in this prospectus supplement will have the option to purchase all of
the remaining mortgage loans at the price specified in this prospectus
supplement (and all property acquired through exercise of remedies in respect
of any mortgage loan). Exercise of this option will terminate the trust and
retire the then outstanding certificates. The trust could also be terminated in
connection with an exchange of all the then outstanding certificates (other
than the Class R-I and Class R-II Certificates), including the Class XC and
Class XP Certificates (provided, however, that the Class A-1 through Class H
Certificates are no longer outstanding), for the mortgage loans remaining in
the trust, but all of the holders of such classes of certificates would have to
voluntarily participate in such exchange. See "Description of the
Certificates--Termination; Retirement of Certificates" in this prospectus
supplement and "Description of the Certificates--Termination" in the
prospectus.


TAX STATUS

     Elections will be made to treat designated portions of the trust as three
separate real estate mortgage investment conduits, referred to in this
prospectus supplement as REMICs, for federal income tax purposes--REMIC I,
REMIC II and a separate REMIC election, with respect to the CS Component
Mortgage Loan and the RP Component Mortgage Loan, referred to in this
prospectus supplement as the Component Mortgage Loan REMIC. The senior
component of each of the CS Component Mortgage Loan and the RP Component
Mortgage Loan and the Class CS Certificates and the Class RP Certificates will
represent "regular interests" in the Component Mortgage Loan REMIC. In the
opinion of counsel, such portions of the trust will qualify for this treatment.


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

     o   Each class of offered certificates will constitute "regular interests"
         in one of the REMICs.

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

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

     o   It is anticipated that the Class XP Certificates will be issued with
         original issue discount and that the other classes of offered
         certificates will be issued at a premium for federal income tax
         purposes.

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


ERISA CONSIDERATIONS

     Subject to important considerations described under "Certain ERISA
Considerations" in this prospectus supplement and in the accompanying
prospectus, the depositor expects that the offered certificates are eligible
for purchase by persons investing assets of employee benefit plans or
individual retirement accounts. A benefit plan fiduciary considering the
purchase of any offered certificates should consult with its counsel to
determine whether all required conditions have been satisfied.


                                      S-26



     See "Certain ERISA Considerations" in this prospectus supplement and in
the accompanying prospectus.


LEGAL INVESTMENT

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

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


CERTIFICATE RATINGS

     It is a requirement for issuance of the offered certificates that they
receive credit ratings no lower than the following credit ratings from Standard
& Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. and
Moody's Investors Service, Inc.:

                                                            S&P     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-1A .............................................    AAA       Aaa
Class A-J ..............................................    AAA       Aaa
Class XP ...............................................    AAA       Aaa
Class B ................................................     AA       Aa2
Class C ................................................    AA-       Aa3
Class D ................................................     A        A2

     The ratings of the offered certificates address the likelihood of the
timely payment of interest and the ultimate repayment of principal by the rated
final distribution date. A security rating does not address the frequency of
prepayments (either voluntary or involuntary) or the possibility that
certificateholders might suffer a lower than anticipated yield, nor does a
security rating address the likelihood of receipt of prepayment premiums.

     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. Any such revision, if negative, or withdrawal of a rating
could have a material adverse effect on the affected class of offered
certificates. See "Ratings" in this prospectus supplement and "Rating" in the
accompanying prospectus for a discussion of the basis upon which ratings are
assigned, the limitations and restrictions on ratings, and conclusions that
should not be drawn from a rating.


                                      S-27


                                 RISK FACTORS

 o YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISKS BEFORE MAKING AN
   INVESTMENT DECISION. IN PARTICULAR, DISTRIBUTIONS ON YOUR CERTIFICATES WILL
   DEPEND ON PAYMENTS RECEIVED ON AND OTHER RECOVERIES WITH RESPECT TO THE
   MORTGAGE LOANS. THEREFORE, YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS
   RELATING TO THE MORTGAGE LOANS AND THE MORTGAGED PROPERTIES.

 o THE RISKS AND UNCERTAINTIES DESCRIBED BELOW ARE NOT THE ONLY ONES RELATING
   TO YOUR CERTIFICATES. ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY
   KNOWN TO US OR THAT WE CURRENTLY DEEM IMMATERIAL MAY ALSO IMPAIR YOUR
   INVESTMENT.

 o IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR, YOUR INVESTMENT COULD BE
   MATERIALLY AND ADVERSELY AFFECTED.

 o THIS PROSPECTUS SUPPLEMENT ALSO CONTAINS FORWARD-LOOKING STATEMENTS THAT
   INVOLVE RISKS AND UNCERTAINTIES. ACTUAL RESULTS COULD DIFFER MATERIALLY
   FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF
   CERTAIN FACTORS, INCLUDING THE RISKS DESCRIBED BELOW AND ELSEWHERE IN THIS
   PROSPECTUS SUPPLEMENT.


                       RISKS RELATED TO THE CERTIFICATES


YOUR LACK OF CONTROL OVER
 THE TRUST FUND CAN CREATE
 RISK.........................   You and other certificateholders generally do
                                 not have the right to make decisions with
                                 respect to the administration of the trust. See
                                 "Servicing of the Mortgage Loans--General" in
                                 this prospectus supplement. Such decisions are
                                 generally made, subject to the express terms of
                                 the pooling and servicing agreement, by the
                                 master servicer, the trustee or the special
                                 servicer, as applicable. Any decision made by
                                 one of those parties in respect of the trust,
                                 even if such decision is determined to be in
                                 your best interests by such party, may be
                                 contrary to the decision that you or other
                                 certificateholders would have made and may
                                 negatively affect your interests.

POTENTIAL CONFLICTS
 OF INTEREST...................  The special servicer will have latitude in
                                 determining whether to liquidate or modify
                                 defaulted mortgage loans. See "Servicing of the
                                 Mortgage Loans--Modifications, Waivers,
                                 Amendments and Consents" in this prospectus
                                 supplement.

                                 The master servicer, the special servicer or
                                 an affiliate of either may purchase certain of
                                 the certificates or hold certain companion
                                 mortgage loans which are part of a split loan
                                 structure but which are not held in the trust
                                 fund or hold certain mezzanine debt related to
                                 the mortgage loans. In addition, the holder of
                                 certain of the non-offered certificates has
                                 the right to remove the special servicer and
                                 appoint a successor, which may be an affiliate
                                 of such holder. It is possible that the
                                 special servicers or affiliates thereof may be
                                 holders of such non-offered certificates. This
                                 could cause a conflict between the master
                                 servicer's or the special servicer's duties to
                                 the trust under the pooling and servicing
                                 agreement and its interest as a holder of a
                                 certificate or a companion mortgage loan. In
                                 addition, each of the master servicer and a
                                 primary servicer is a mortgage loan seller


                                      S-28


                                 or affiliated with a mortgage loan seller.
                                 This could cause a conflict between such
                                 servicer's duty to the trust under the pooling
                                 and servicing agreement or the related
                                 sub-servicing agreement as applicable and its
                                 interest as a mortgage loan seller. However,
                                 the pooling and servicing agreement and, by
                                 reference, the sub-servicing agreement
                                 provides that the mortgage loans shall be
                                 administered in accordance with the servicing
                                 standards without regard to ownership of any
                                 certificate by the master servicer, the
                                 primary servicer or the special servicer or
                                 any affiliate of the master servicer, the
                                 primary servicer or the special servicer. See
                                 "Servicing of the Mortgage Loans--General" in
                                 this prospectus supplement.

                                 Additionally, any of those parties may,
                                 especially if it holds the non-offered
                                 certificates, or has financial interests in or
                                 other financial dealings with a borrower or
                                 sponsor under any of the mortgage loans, have
                                 interests when dealing with the mortgage loans
                                 that are in conflict with those of holders of
                                 the offered certificates. For instance, if the
                                 special servicer or an affiliate holds
                                 non-offered certificates, the special servicer
                                 could seek to reduce the potential for losses
                                 allocable to those certificates from a
                                 troubled mortgage loan by deferring
                                 acceleration in hope of maximizing future
                                 proceeds. The special servicer might also seek
                                 to reduce the potential for such losses by
                                 accelerating earlier than necessary to avoid
                                 advance interest or additional trust fund
                                 expenses. Either action could result in less
                                 proceeds to the trust than would be realized
                                 if alternate action had been taken. In
                                 general, a servicer is not required to act in
                                 a manner more favorable to the offered
                                 certificates or any particular class of
                                 offered certificates than to the non-offered
                                 certificates.

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



                                      S-29


                                 In addition, certain of the mortgage loans
                                 included in the trust fund may have been
                                 refinancings of debt previously held by a
                                 mortgage loan seller or an affiliate of a
                                 mortgage loan seller. For example, in the case
                                 of one mortgage loan representing 0.5% of the
                                 initial pool balance (0.6% of the group 1
                                 balance), an affiliate of a mortgage loan
                                 seller has an ownership interest in the owner
                                 of the related borrower or properties under
                                 certain of the mortgage loans included in the
                                 trust. Each of the mortgage loan sellers and
                                 their affiliates have made or may make or have
                                 preferential rights to make loans to, or
                                 equity investments in, affiliates of the
                                 borrowers under the mortgage loans.

                                 The related property managers and borrowers
                                 may experience conflicts of interest in the
                                 management and/or ownership of the real
                                 properties securing the mortgage loans
                                 because:

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

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

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

                                 In addition the Bank of America Center Whole
                                 Loan is being serviced pursuant to the Bank of
                                 America Center Pooling and Servicing Agreement
                                 by Bank of America, N.A. as master servicer
                                 and Midland Loan Services, Inc., as special
                                 servicer. Investors should consider the risks
                                 discussed with respect to the servicing of the
                                 mortgage loans subject to the pooling and
                                 servicing agreement to be applicable to the
                                 servicing of the Bank of America Center Whole
                                 Loan pursuant to the Bank of America Center
                                 Pooling and Servicing Agreement.

PREPAYMENTS WILL AFFECT
 DISTRIBUTIONS AND YIELD
 CONSIDERATIONS...............   The yield on any offered certificate will
                                 depend on (a) the price at which such
                                 certificate is purchased by an investor and (b)
                                 the rate, timing and amount of distributions on
                                 such certificate. The rate, timing and amount
                                 of distributions on any offered certificate
                                 will, in turn, depend on, among other things:

                                 o  the pass-through rate for such certificate;


                                 o  the rate and timing of principal payments
                                    (including principal prepayments) and other
                                    principal collections on or in respect of
                                    the mortgage loans and the extent to which
                                    such amounts are to be applied or otherwise



                                      S-30


                                    result in a reduction of the certificate
                                    balance or notional amount, as applicable
                                    of the class of certificates to which such
                                    certificate belongs;

                                 o  the rate, timing and severity of realized
                                    losses and additional trust fund expenses
                                    (each as described in this prospectus
                                    supplement) and the extent to which such
                                    losses and expenses result in the failure
                                    to pay interest on, or a reduction of the
                                    certificate balance or notional amount, as
                                    applicable of, the class of certificates to
                                    which such certificate belongs;

                                 o  the timing and severity of any net
                                    aggregate prepayment interest shortfalls
                                    (each as described in this prospectus
                                    supplement) and the extent to which such
                                    shortfalls are allocated in reduction of
                                    the distributable certificate interest
                                    payable on the class of certificates to
                                    which such certificate belongs;

                                 o  the extent to which prepayment premiums are
                                    collected and, in turn, distributed on the
                                    class of certificates to which such
                                    certificate belongs; and

                                 o  the rate and timing of reimbursement of
                                    advances.

                                 It is impossible to predict with certainty any
                                 of the factors described in the preceding
                                 paragraph. Accordingly, investors may find it
                                 difficult to analyze the effect that such
                                 factors might have on the yield to maturity of
                                 any class of offered certificates. See
                                 "Description of the Mortgage Pool",
                                 "Description of the Certificates--
                                 Distributions" and "--Subordination;
                                 Allocation of Losses and Certain Expenses" and
                                 "Yield and Maturity Considerations" in this
                                 prospectus supplement. See also "Yield and
                                 Maturity Considerations" in the accompanying
                                 prospectus.


PREPAYMENT AND REPURCHASES MAY
 AFFECT THE YIELD TO MATURITY
 OF 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, defaults and liquidations,
                                 purchases or repurchases upon breaches of
                                 representations and warranties.

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

                                 Voluntary prepayments, if permitted, generally
                                 require payment of a prepayment premium.
                                 Nevertheless, we cannot assure you that the
                                 related borrowers will refrain from prepaying
                                 their mortgage loans due to the existence


                                      S-31


                                 of a prepayment premium. Also, we cannot
                                 assure you that involuntary prepayments will
                                 not occur.

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

                                 o  the terms of the mortgage loans, including,
                                    with respect to the Holdback Loans, whether
                                    the borrower satisfies certain economic
                                    performance criteria;

                                 o  the length of any prepayment lockout
                                    period;

                                 o  the level of prevailing interest rates;

                                 o  the availability of mortgage credit;

                                 o  the applicable yield maintenance charges or
                                    prepayment premiums;

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

                                 o  the occurrence of casualties or natural
                                    disasters; and

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

                                 No yield maintenance charge or prepayment
                                 premium will be generally required for
                                 prepayments in connection with a casualty or
                                 condemnation or, with respect to the Holdback
                                 Loans, in connection with a paydown of
                                 principal related to the borrower's not
                                 satisfying economic performance criteria. See
                                 Annex A to this prospectus supplement. In
                                 addition, if the related mortgage loan seller
                                 repurchases any mortgage loan from the trust
                                 due to a material breach of representations or
                                 warranties or a material document defect, 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
                                 prepayment premium or yield maintenance charge
                                 would be payable. The repurchase price paid by
                                 the related mortgage loan seller may not
                                 include a liquidation fee. Such a repurchase
                                 may therefore adversely affect the yield to
                                 maturity on your certificates.


BORROWER DEFAULTS MAY ADVERSELY
 AFFECT YOUR YIELD............   The rate and timing of delinquencies or
                                 defaults on the mortgage loans will affect:

                                 o  the aggregate amount of distributions on
                                    the offered certificates;

                                 o  their yield to maturity;

                                 o  the rate of principal payments; and

                                 o  their weighted average life.

                                 If losses on the mortgage loans exceed the
                                 aggregate principal amount of the classes of
                                 certificates


                                      S-32


                                 subordinated to a particular class, such class
                                 will suffer a loss equal to the full amount of
                                 such excess (up to the outstanding principal
                                 amount of such certificate).

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

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

                                 Additionally, delinquencies and defaults on
                                 the mortgage loans may significantly delay the
                                 receipt of distributions by you on your
                                 certificates, unless certain 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.

                                 Additionally, the courts of any state may
                                 refuse the foreclosure of a mortgage or deed
                                 of trust when an acceleration of the
                                 indebtedness would be inequitable or unjust or
                                 the circumstances would render the action
                                 unconscionable.

THE BORROWER'S FORM OF ENTITY
 MAY CAUSE SPECIAL RISKS......   Most of the borrowers are legal entities
                                 rather than individuals. Mortgage loans made to
                                 legal entities may entail risks of loss greater
                                 than those of mortgage loans made to
                                 individuals. For example, a legal entity, as
                                 opposed to an individual, may be more inclined
                                 to seek legal protection from its creditors
                                 under the bankruptcy laws. Unlike individuals
                                 involved in bankruptcies, most of the entities
                                 generally do not have personal assets and
                                 creditworthiness at stake. The terms of the
                                 mortgage loans generally require that the
                                 borrowers covenant to be single-purpose
                                 entities, although in many cases the borrowers
                                 are not required to observe all covenants and
                                 conditions that typically are required in order
                                 for them to be viewed under standard rating
                                 agency criteria as "special purpose entities".
                                 In addition, certain mortgage loans may not
                                 have borrower principals. In general,
                                 borrowers' organizational documents or the
                                 terms of the


                                      S-33


                                 mortgage loans limit their activities to the
                                 ownership of only the related mortgaged
                                 property or properties and limit the
                                 borrowers' ability to incur additional
                                 indebtedness.

                                 In general, borrowers organizational documents
                                 or the terms of the mortgage loans limit their
                                 activities to the ownership of only the
                                 related mortgaged property or properties and
                                 limit the borrowers ability to incur
                                 additional indebtedness. These provisions are
                                 designed to mitigate the possibility that the
                                 borrowers financial condition would be
                                 adversely impacted by factors unrelated to the
                                 mortgaged property and the mortgage loan in
                                 the pool. However, we cannot assure you that
                                 the related borrowers will comply with these
                                 requirements. The bankruptcy of a borrower, or
                                 a general partner or managing member of a
                                 borrower, may impair the ability of the lender
                                 to enforce its rights and remedies under the
                                 related mortgage. Six mortgage loans,
                                 representing 2.7% of the initial pool balance
                                 (2.5% of the group 1 balance and 3.8% of the
                                 group 2 balance), were made to a borrower with
                                 members or affiliates that the applicable
                                 mortgage loan seller is aware have previously
                                 filed for bankruptcy.

                                 Many of the borrowers are not special purpose
                                 entities structured to limit the possibility
                                 of becoming insolvent or bankrupt, and
                                 therefore may be more likely to become
                                 insolvent or the subject of a voluntary or
                                 involuntary bankruptcy proceeding because such
                                 borrowers may be:

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

                                 o  individuals that have personal liabilities
                                    unrelated to the property.

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

                                 Furthermore, with respect to any related
                                 borrowers, creditors of a common parent in
                                 bankruptcy may seek to consolidate the assets
                                 of such borrowers with those of the parent.
                                 Consolidation of the assets of such borrowers
                                 would likely have an adverse effect on the
                                 funds available to make distributions on your
                                 certificates, and may lead to a downgrade,
                                 withdrawal or qualification of the ratings


                                      S-34


                                 of your certificates. In this respect, 12
                                 groups of mortgage loans, representing 22.9%
                                 of the initial pool balance (24.2% of the
                                 group 1 balance and 16.7% of the group 2
                                 balance), are made to affiliated borrowers.

                                 See "Certain Legal Aspects of Mortgage
                                 Loans--Bankruptcy Laws" in the accompanying
                                 prospectus.

TENANT-IN-COMMON BORROWERS
 CAUSE SPECIAL RISKS..........   The borrowers for six mortgage loans
                                 representing 3.8% of the initial pool balance
                                 (4.6% of the group 1 balance), are special
                                 purposes entities that own the related
                                 mortgaged properties as tenants-in-common. In
                                 general, with respect to a tenant-in-common
                                 ownership structure, each tenant-in-common owns
                                 an undivided share in the property and if such
                                 tenant-in-common desires to sell his interest
                                 in the property (and is unable to find a buyer
                                 or otherwise needs to force a partition), such
                                 tenant-in-common has the ability to request
                                 that a court order a sale of the property and
                                 distribute the proceeds to each
                                 tenant-in-common borrower proportionally. To
                                 reduce the likelihood of a partition action,
                                 each tenant-in-common has waived its partition
                                 right. However, there can be no assurance that,
                                 if challenged, this waiver would be enforceable
                                 or that it would be enforced in a bankruptcy
                                 proceeding.

                                 Enforcement of remedies against
                                 tenant-in-common borrowers may be prolonged
                                 because each time a tenant-in-common borrower
                                 files for bankruptcy, the bankruptcy court
                                 stay is reinstated. This risk can be mitigated
                                 if, after the commencement of the first such
                                 bankruptcy, a mortgagee commences an
                                 involuntary proceeding against the other
                                 tenant-in-common borrowers and moves to
                                 consolidate all such cases. There can be no
                                 assurance that a court will consolidate all
                                 such cases. However, the loan documents for
                                 such loans generally provide that the portion
                                 of the loans attributable to each
                                 tenant-in-common interest that files for
                                 bankruptcy protection will become full
                                 recourse to the tenant-in-common borrower, and
                                 its owner or guarantor, if such
                                 tenant-in-common borrower files for
                                 bankruptcy.

                                 Additionally, pursuant to the loan documents,
                                 the tenant-in-common borrowers may be
                                 permitted to transfer portions of their
                                 interests in the mortgaged property to
                                 numerous additional tenant-in-common
                                 borrowers. In this case, the related mortgage
                                 loan documents generally provide that:

                                 o  a tenant-in-common borrower and its
                                    constituent owners will be personally
                                    liable for any losses suffered by the
                                    mortgagee as a result of any action
                                    intended or reasonably likely to delay or
                                    prevent the mortgagee from enforcing its
                                    remedies; and


                                      S-35


                                 o  the portion of the loan attributable to a
                                    tenant-in-common interest will become full
                                    recourse to the tenant-in-common borrower
                                    and its owner or the tenant-in-common
                                    borrower and its owner will be fully liable
                                    for any losses suffered by the mortgagee if
                                    such tenant-in-common borrower (A) files
                                    for bankruptcy or (B) files any motion
                                    contesting an involuntary proceeding
                                    brought by the mortgagee against such
                                    tenant-in-common.


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

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

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


                                      S-36


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

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

ADDITIONAL COMPENSATION TO THE
 SERVICER WILL AFFECT YOUR RIGHT
 TO RECEIVE DISTRIBUTIONS.....   To the extent described in this prospectus
                                 supplement, the master servicer, the special
                                 servicer or the trustee, as applicable, will be
                                 entitled to receive interest on unreimbursed
                                 advances. This interest will generally accrue
                                 from the date on which the related advance is
                                 made or the related expense is incurred through
                                 the date of reimbursement. In addition, under
                                 certain circumstances, including delinquencies
                                 in the payment of principal and interest, a
                                 mortgage loan will be specially serviced and
                                 the special servicer will be entitled to
                                 compensation for special servicing activities.
                                 The right to receive interest on advances or
                                 special servicing compensation is senior to the
                                 rights of certificateholders to receive
                                 distributions on the offered certificates. The
                                 payment of interest on advances and the payment
                                 of compensation to the special servicer may
                                 lead to shortfalls in amounts otherwise
                                 distributable on your certificates. In
                                 addition, investors should consider that the
                                 risks described regarding reimbursement of
                                 advances and/or special servicing compensation
                                 with respect to the mortgage loans that are
                                 serviced pursuant to the pooling and servicing
                                 agreement are also applicable to the servicing
                                 of the Bank of America Center Whole Loan
                                 pursuant to the Bank of America Center Pooling
                                 and Servicing Agreement.

LIQUIDITY FOR CERTIFICATES MAY
 BE LIMITED...................   Your certificates will not be listed on any
                                 securities exchange or traded on the NASDAQ
                                 Stock Market, and there is currently no
                                 secondary market for your certificates. While
                                 the underwriters currently intend to make a
                                 secondary market in the offered certificates,
                                 they are not obligated to do so. Accordingly,
                                 you may not have an active or liquid secondary
                                 market for your certificates. Lack of liquidity
                                 could result in a substantial decrease in


                                      S-37



                                 the market value of your certificates. Many
                                 other factors may affect the market value of
                                 your certificates including the
                                 then-prevailing interest rates.

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

SUBORDINATION CREATES SPECIAL
 CONSIDERATIONS FOR INVESTORS
 IN SUBORDINATE OFFERED
 CERTIFICATES..................  As described in this prospectus supplement,
                                 unless your certificates are Class A-1, Class
                                 A-2, Class A-3, Class A-AB, Class A-4, Class
                                 A-1A, Class XC or Class XP Certificates, your
                                 rights to receive distributions of amounts
                                 collected or advanced on or in respect of the
                                 mortgage loans (other than with respect to the
                                 subordinate component of the CS Component
                                 Mortgage Loan and the subordinate components of
                                 the RP Component Mortgage Loan) will be
                                 subordinated to those of the holders of the
                                 offered certificates with an earlier
                                 alphabetical designation. With respect to the
                                 CS Component Mortgage Loan and the RP Component
                                 Mortgage Loan, the rights of the holders of the
                                 Class CS or Class RP Certificates, as
                                 applicable, to receive distributions of amounts
                                 collected or advanced on or in respect of the
                                 CS Component Mortgage Loan senior component or
                                 the RP Component Mortgage Loan senior
                                 component, as applicable, will be subordinate
                                 to those of the holders of the REMIC II
                                 Certificates.

GRACE PERIODS UNDER THE MORTGAGE
 LOANS MAY IMPACT THE MASTER
 SERVICER'S OBLIGATION
 TO ADVANCE....................  The mortgage loans have grace periods for
                                 monthly payments ranging from zero to 15 days.
                                 In some cases, such grace periods may run past
                                 the determination date. If borrowers pay at the
                                 end of such grace periods rather than on the
                                 due dates for such monthly payments, the master
                                 servicer will be required to make an advance
                                 for such monthly payment (and monthly servicing
                                 reports will show significant advances as a
                                 result) even though the borrower is not
                                 technically delinquent under the


                                      S-38



                                 terms of its mortgage loan. No interest will
                                 accrue on these advances made by the master
                                 servicer until after the end of the related
                                 grace period. For purposes of the foregoing
                                 discussions, a grace period is the number of
                                 days before a late payment charge is due on a
                                 mortgage loan, which may be different from the
                                 date an event of default would occur under the
                                 mortgage loan.

RISKS TO THE MORTGAGED
 PROPERTIES RELATING TO RECENT
 TERRORIST ATTACKS AND FOREIGN
 CONFLICTS....................   On September 11, 2001, the United States was
                                 subjected to multiple terrorist attacks which
                                 resulted in considerable uncertainty in the
                                 world financial markets. The terrorist attacks
                                 on the World Trade Center and the Pentagon
                                 suggest an increased likelihood that large
                                 public areas such as shopping malls or large
                                 office buildings could become the target of
                                 terrorist attacks in the future. The
                                 possibility of such attacks could (i) lead to
                                 damage to one or more of the mortgaged
                                 properties if any such attacks occur, (ii)
                                 result in higher costs for insurance premiums
                                 and such higher premiums could adversely affect
                                 the cash flow at such mortgaged properties or
                                 (iii) impact leasing patterns or shopping
                                 patterns which could adversely impact leasing
                                 revenue and mall traffic and percentage rent.
                                 As a result, the ability of the mortgaged
                                 properties to generate cash flow may be
                                 adversely affected. In addition, the United
                                 States is engaged in continuing military
                                 operations in Iraq, Afghanistan and elsewhere.
                                 It is uncertain what effect these operations
                                 will have on domestic and world financial
                                 markets, economies, real estate markets,
                                 insurance costs or business segments. The full
                                 impact of these events is not yet known but
                                 could include, among other things, increased
                                 volatility in the price of securities including
                                 the certificates. The terrorist attacks may
                                 also adversely affect the revenues or costs of
                                 operation of the mortgaged properties. With
                                 respect to shopping patterns, such events have
                                 significantly reduced air travel throughout the
                                 United States and, therefore, have had a
                                 negative effect on revenues in areas heavily
                                 dependent on tourism. The decrease in air
                                 travel may have a negative effect on certain of
                                 the mortgaged properties that are dependent on
                                 tourism or that are located in areas heavily
                                 dependent on tourism which could reduce the
                                 ability of the affected mortgaged properties to
                                 generate cash flow. The attacks also could
                                 result in higher costs for insurance or for
                                 security, particularly for larger properties.
                                 See "--Property Insurance May Not Protect Your
                                 Certificates from Loss in the Event of Casualty
                                 or Loss" below. Accordingly, these disruptions,
                                 uncertainties and costs could materially and
                                 adversely affect your investment in the
                                 certificates.


                                      S-39



                      RISKS RELATED TO THE MORTGAGE LOANS


RISKS ASSOCIATED WITH
 COMMERCIAL LENDING MAY BE
 DIFFERENT THAN  FOR
 RESIDENTIAL LENDING..........   The mortgaged properties consist solely of
                                 multifamily rental and commercial properties.
                                 Commercial and multifamily lending is generally
                                 viewed as exposing a lender to a greater risk
                                 of loss than residential one to four family
                                 lending because it usually involves larger
                                 loans to a single borrower or a group of
                                 related borrowers.

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

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

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

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

                                 o  the proximity and attractiveness of
                                    competing properties;

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

                                 o  increases in operating expenses;

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

                                 o  dependence upon a single tenant and
                                    concentration of tenant in a particular
                                    business;

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

                                 o  an increase in vacancy rates; and

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

                                 Other factors are more general in nature, such
                                 as:

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

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

                                 o  demographic factors;


                                      S-40


                                 o  changes or continued weakness in specific
                                    industry segments;

                                 o  the public perception of safety for
                                    customers and clients;

                                 o  consumer confidence;

                                 o  consumer tastes and preferences;

                                 o  retroactive changes in building codes;

                                 o  conversion of a property to an alternative
                                    use;

                                 o  new construction in the market; and

                                 o  number and diversity of tenants.

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

                                 o  tenant defaults;

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

                                 o  in the case of government sponsored
                                    tenants, the right of the tenant in some
                                    instances to cancel a lease due to a lack
                                    of appropriations.

                                 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.

                                 Commercial properties represent security for
                                 71.9% of the initial pool balance and 87.5% of
                                 the group 1 balance. Multifamily and
                                 manufactured housing communities represent
                                 security for 28.1% of the initial pool balance
                                 (12.5% of the group 1 balance and 100.0% of
                                 the group 2 balance). Lending on commercial
                                 properties and manufactured housing
                                 communities is generally perceived as
                                 involving greater risk than lending on the
                                 security of multifamily residential
                                 properties. Certain types of commercial
                                 properties, multifamily and manufactured
                                 housing communities are exposed to particular
                                 kinds of risks. See "Risk Factors--Risks
                                 Related to the Mortgage Loans--Particular
                                 Property Types Present Special Risks--Office
                                 Properties", "--Retail Properties",


                                      S-41


                                 "--Multifamily", "--Manufactured Housing
                                 Communities", "--Industrial and Warehouse
                                 Properties", "--Self-Storage Properties",
                                 "Land" and "--Hotel Properties" in this
                                 prospectus supplement.


POOR PROPERTY MANAGEMENT WILL
 LOWER THE PERFORMANCE OF THE
 RELATED MORTGAGED PROPERTY...   The successful operation of a real estate
                                 project depends upon the property manager's
                                 performance and viability. The property manager
                                 is responsible for:

                                 o  responding to changes in the local market;

                                 o  planning and implementing the rental
                                    structure;

                                 o  operating the property and providing
                                    building services;

                                 o  managing operating expenses; and

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

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

                                 Good management, by controlling costs,
                                 providing services to tenants and seeing to
                                 property maintenance and upkeep, can, in some
                                 cases, improve cash flow, reduce vacancy,
                                 leasing and repair costs and preserve property
                                 value. Poor management could impair short term
                                 cash flow and the long term viability of a
                                 property.

                                 We make no representation or warranty as to
                                 the skills of any present or future managers.
                                 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.

                                 Furthermore, we cannot assure you that the
                                 mortgaged properties will not have related
                                 management which in the event that a related
                                 management company is incapable of performing
                                 its duties may affect one or more groups of
                                 mortgaged properties.


BALLOON LOANS MAY PRESENT
 GREATER RISK THAN FULLY
 AMORTIZING LOANS..............  With respect to 103 of the mortgage loans,
                                 excluding those mortgage loans that are
                                 interest only until maturity (87 of these
                                 mortgage loans are in loan group 1 and 16 of
                                 these mortgage loans are in loan group 2),
                                 representing 76.5% of the initial pool balance,
                                 (80.8% of the group 1 balance and 56.7% of the
                                 group 2 balance) as of the cut-off date, will
                                 have substantial payments (that is, balloon
                                 payments) due at their respective stated
                                 maturities unless the mortgage loan is
                                 previously prepaid.


                                      S-42


                                 Sixty-four of the mortgage loans (57 of these
                                 mortgage loans are in loan group 1 and seven
                                 of these mortgage loans are in loan group 2)
                                 representing in the aggregate 43.8% of the
                                 initial pool balance (45.8% of the group 1
                                 balance and 34.7% of the group 2 balance) as
                                 of the cut-off date, will have balloon
                                 payments due during the period from February
                                 1, 2014, through November 1, 2014. Six of the
                                 mortgage loans (three of these mortgage loans
                                 are in loan group 1 and three of these
                                 mortgage loans are in loan group 2)
                                 representing 23.5% of the initial pool balance
                                 (19.2% of the group 1 balance and 43.3% of the
                                 group 2 balance) as of the cut-off date, will
                                 provide for payments of interest only until
                                 maturity.

                                 Mortgage loans with balloon payments or
                                 substantial scheduled principal balances
                                 involve a greater risk to the lender than
                                 fully amortizing loans, because the borrower's
                                 ability to repay a mortgage loan on its
                                 maturity date typically will depend upon its
                                 ability either to refinance the loan or to
                                 sell the related mortgaged property at a price
                                 sufficient to permit repayment. Circumstances
                                 that will affect the ability of the borrower
                                 to accomplish either of these goals at the
                                 time of attempted sale or refinancing include:

                                 o  the prevailing mortgage rates;

                                 o  the fair market value of the property;

                                 o  the borrower's equity in the related
                                    property;

                                 o  the financial condition of the borrower and
                                    operating history of the property;

                                 o  the operating history of the property and
                                    occupancy levels of the property;

                                 o  reduction in applicable government
                                    assistance/rent subsidy programs;

                                 o  tax laws;

                                 o  prevailing general and regional economic
                                    conditions; and

                                 o  the availability of, and competition for,
                                    credit for multifamily or commercial
                                    properties, as the case may be.

                                 We cannot assure you that each borrower will
                                 have the ability to repay the remaining
                                 principal balance on the pertinent date. See
                                 "Description of the Mortgage Pool-- Certain
                                 Terms and Conditions of the Mortgage Loans"
                                 and "--Additional Mortgage Loan Information"
                                 in this prospectus supplement and "Risk
                                 Factors--Certain Factors Affecting
                                 Delinquency, Foreclosure and Loss of the
                                 Mortgage Loans--Increased Risk of Default
                                 Associated with Balloon Payments" in the
                                 accompanying prospectus.


                                      S-43


                                 The availability of funds in the mortgage and
                                 credit markets fluctuates over time. None of
                                 the mortgage loan sellers, the parties to the
                                 pooling and servicing agreement, or any third
                                 party is obligated to refinance any mortgage
                                 loan.

PARTICULAR PROPERTY TYPES
 PRESENT SPECIAL RISKS:

RETAIL PROPERTIES.............   Retail properties secure 30 of the mortgage
                                 loans, representing 23.2% of the initial pool
                                 balance (28.2% of the group 1 balance) as of
                                 the cut-off date.

                                 Several factors may adversely affect the value
                                 and successful operation of a retail property,
                                 including:

                                 o  changes in consumer spending patterns,
                                    local competitive conditions (such as the
                                    supply of retail space or the existence or
                                    construction of new competitive shopping
                                    centers or shopping malls);

                                 o  alternative forms of retailing (such as
                                    direct mail, video shopping networks and
                                    internet web sites which reduce the need
                                    for retail space by retail companies);

                                 o  the quality and philosophy of management;

                                 o  the safety, convenience and attractiveness
                                    of the property to tenants and their
                                    customers or clients;

                                 o  the public perception of the safety of
                                    customers at shopping malls and shopping
                                    centers;

                                 o  the need to make major repairs or
                                    improvements to satisfy the needs of major
                                    tenants; and

                                 o  traffic patterns and access to major
                                    thoroughfares.

                                 The general strength of retail sales also
                                 directly affects retail properties. The
                                 retailing industry is currently undergoing
                                 consolidation due to many factors, including
                                 growth in discount and alternative forms of
                                 retailing. If the sales by tenants in the
                                 mortgaged properties that contain retail space
                                 were to decline, the rents that are based on a
                                 percentage of revenues may also decline, and
                                 tenants may be unable to pay the fixed portion
                                 of their rents or other occupancy costs. The
                                 cessation of business by a significant tenant
                                 can adversely affect a retail property, not
                                 only because of rent and other factors
                                 specific to such tenant, but also because
                                 significant tenants at a retail property play
                                 an important part in generating customer
                                 traffic and making a retail property a
                                 desirable location for other tenants at such
                                 property. In addition, certain tenants at
                                 retail properties may be entitled to terminate
                                 their leases if an anchor tenant fails to
                                 renew or terminates its lease, becomes the
                                 subject of a bankruptcy proceeding or ceases
                                 operations at such property.


                                      S-44


                                 The presence or absence of an "anchor tenant"
                                 or a "shadow anchor" in or near a shopping
                                 center also can be important because anchors
                                 play a key role in generating customer traffic
                                 and making a shopping center desirable for
                                 other tenants. An "anchor tenant" is usually
                                 proportionately larger in size than most other
                                 tenants in the mortgaged property, is vital in
                                 attracting customers to a retail property and
                                 is located on or adjacent to the related
                                 mortgaged property. A "shadow anchor" is
                                 usually proportionally larger in size than
                                 most tenants in the mortgaged property, is
                                 important in attracting customers to a retail
                                 property and is located sufficiently close and
                                 convenient to the mortgaged property, but not
                                 on the mortgaged property, so as to influence
                                 and attract potential customers. Sixteen of
                                 the mortgage loans, securing mortgage loans
                                 representing 15.3% of the initial pool balance
                                 (18.6% of the group 1 balance) as of the
                                 cut-off date are secured by retail properties
                                 that are considered by the related mortgage
                                 loan seller to have an "anchor tenant." Ten of
                                 the mortgage loans, securing mortgage loans
                                 representing 6.2% of the initial pool balance
                                 (7.6% of the group 1 balance) as of the
                                 cut-off date, are retail properties that are
                                 considered by the related mortgage loan seller
                                 to be "shadow anchored". Four of the mortgaged
                                 properties, securing mortgage loans
                                 representing 1.7% of the initial pool balance
                                 (2.0% of the group 1 balance) as of the
                                 cut-off date, are retail properties that are
                                 considered by the related mortgage loan seller
                                 to be "unanchored".

                                 If anchor stores in a mortgaged property were
                                 to close, the related borrower may be unable
                                 to replace those anchors in a timely manner or
                                 without suffering adverse economic
                                 consequences. Certain of the tenants or anchor
                                 stores of the retail properties may have
                                 co-tenancy clauses and/or operating covenants
                                 in their leases or operating agreements which
                                 permit those tenants or anchor stores to cease
                                 operating under certain conditions, including,
                                 without limitation, certain other stores not
                                 being open for business at the mortgaged
                                 property or a subject store not meeting the
                                 minimum sales requirement under its lease. In
                                 addition, in the event that a "shadow anchor"
                                 fails to renew its lease, terminates its lease
                                 or otherwise ceases to conduct business within
                                 a close proximity to the mortgaged property,
                                 customer traffic at the mortgaged property may
                                 be substantially reduced. We cannot assure you
                                 that such space will be occupied or that the
                                 related mortgaged property will not suffer
                                 adverse economic consequences.

OFFICE PROPERTIES.............   Office properties secure 14 of the mortgage
                                 loans, representing 23.0% of the initial pool
                                 balance (27.9% of the group 1 balance) as of
                                 the cut-off date.

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


                                      S-45


                                 o  the number and quality of an office
                                    building's tenants;

                                 o  the physical attributes of the building in
                                    relation to competing buildings (e.g., age,
                                    condition, design, 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);

                                 o  an adverse change in population, patterns
                                    of telecommuting or sharing of office
                                    space;

                                 o  local competitive conditions, including the
                                    supply of office space or the existence or
                                    construction of new competitive office
                                    buildings;

                                 o  quality of management;

                                 o  changes in population and employment
                                    affecting the demand for office space;

                                 o  properties not equipped for modern business
                                    becoming functionally obsolete; and

                                 o  declines in the business of tenants,
                                    especially single tenanted property.

                                 In addition, there may be significant costs
                                 associated with tenant improvements, leasing
                                 commissions and concessions in connection with
                                 reletting office space. Moreover, the cost of
                                 refitting office space for a new tenant is
                                 often higher than the cost of refitting other
                                 types of property.

                                 Included in the office loans referenced above
                                 are six medical office loans representing 2.1%
                                 of the initial pool balance (2.5% of the group
                                 1 balance) as of the cut-off date. The
                                 performance of a medical office property may
                                 depend on the proximity of such property to a
                                 hospital or other health care establishment
                                 and on reimbursements for patient fees from
                                 private or government-sponsored insurance
                                 companies. The sudden closure of a nearby
                                 hospital may adversely affect the value of a
                                 medical office property. In addition, the
                                 performance of a medical office property may
                                 depend on reimbursements for patient fees from
                                 private or government-sponsored insurers and
                                 issues related to reimbursement (ranging from
                                 non-payment to delays in payment) from such
                                 insurers could adversely impact cash flow at
                                 such mortgaged properties. Moreover, medical
                                 office properties appeal to a narrow market of
                                 tenants and the value of a medical office
                                 property may be adversely affected by the
                                 availability of competing medical office
                                 properties.

MULTIFAMILY PROPERTIES........   Multifamily properties secure 18 of the
                                 mortgage loans, representing 17.4% of the
                                 initial pool balance (3.2% of the


                                      S-46


                                 group 1 balance and 83.3% of the group 2
                                 balance) as of the cut-off date.

                                 Several factors may adversely affect the value
                                 and successful operation of a multifamily
                                 property, including:

                                 o  the physical attributes of the apartment
                                    building (e.g., its age, appearance and
                                    construction quality);

                                 o  the location of the property (e.g., a
                                    change in the neighborhood over time);

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

                                 o  the types of services or amenities the
                                    property provides;

                                 o  the property's reputation;

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

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

                                 o  the presence of competing properties;

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

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

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

                                 In addition to state regulation of the
                                 landlord-tenant relationship, numerous
                                 counties and municipalities impose rent
                                 control on apartment buildings. These
                                 ordinances may limit rent increases to fixed
                                 percentages, to percentages of increases in
                                 the consumer price index, to increases set or
                                 approved by a governmental agency, or


                                      S-47


                                 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 by
                                 mortgaged properties that are eligible (or
                                 become eligible in the future) for and have
                                 received low income housing tax credits
                                 pursuant to Section 42 of the Internal Revenue
                                 Code in respect of various units within the
                                 mortgaged property or have tenants that rely
                                 on rent subsidies under various
                                 government-funded programs, including the
                                 Section 8 Tenant-Based Assistance Rental
                                 Certificate Program of the United States
                                 Department of Housing and Urban Development or
                                 otherwise receive benefits from various
                                 governmental affordable housing programs. We
                                 can give you no assurance that such programs
                                 will be continued in their present form or
                                 that the level of assistance provided will be
                                 sufficient to generate enough revenues for the
                                 related borrower to meet its obligations under
                                 the related mortgage loans.

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

MANUFACTURED HOUSING
 COMMUNITIES..................   Manufactured housing communities secure 13 of
                                 the mortgage loans representing 10.7% of the
                                 initial pool balance (9.4% of the group 1
                                 balance and 16.7% of the group 2 balance) as of
                                 the cut-off date. Significant factors
                                 determining the value of such properties are
                                 generally similar to the factors affecting the
                                 value of multifamily properties. In addition,
                                 these properties are special purpose properties
                                 that could not be readily converted to general
                                 residential, retail or office use. In fact,
                                 certain states also regulate changes in
                                 manufactured housing communities and require
                                 that the landlord give written notice to its
                                 tenants a substantial period of time prior to
                                 the projected change. Consequently, if the
                                 operation of any of such properties becomes
                                 unprofitable such that the borrower becomes
                                 unable to meet its obligation on the related
                                 mortgage loan, the liquidation value of the
                                 related property may be substantially less,
                                 relative to the amount owing on the mortgage
                                 loan, than would be the case if such properties
                                 were readily adaptable to other uses.

SELF-STORAGE PROPERTIES.......   Self-storage properties secure 22 of the
                                 mortgage loans, representing 7.6% of the
                                 initial pool balance (9.2% of the group 1
                                 balance) as of the cut-off date. Self-storage
                                 properties are considered vulnerable to
                                 competition, because both acquisition costs and
                                 break-even occupancy


                                      S-48


                                 are relatively low. The conversion of
                                 self-storage facilities to alternative uses
                                 would generally require substantial capital
                                 expenditures. Thus, if the operation of any of
                                 the self-storage mortgaged properties becomes
                                 unprofitable due to:

                                 o  decreased demand;

                                 o  competition;

                                 o  age of improvements; or

                                 o  other factors so that the borrower becomes
                                    unable to meet its obligations on the
                                    related mortgage loan,

                                 the liquidation value of that self-storage
                                 mortgaged property may be substantially less,
                                 relative to the amount owing on the mortgage
                                 loan, than if the self-storage mortgaged
                                 property were readily adaptable to other uses.


                                 Tenant privacy, anonymity and efficient access
                                 may heighten environmental risks. No
                                 environmental assessment of a mortgaged
                                 property included an inspection of the
                                 contents of the self-storage units included in
                                 the self-storage mortgaged properties and
                                 there is no assurance that all of the units
                                 included in the self-storage mortgaged
                                 properties are free from hazardous substances
                                 or other pollutants or contaminants or will
                                 remain so in the future.
INDUSTRIAL AND
 WAREHOUSE PROPERTIES..........  Industrial and warehouse properties secure
                                 seven of the mortgage loans representing 6.1%
                                 of the initial pool balance (7.4% of the group
                                 1 balance) as of the cut-off date.

                                 Among the significant factors determining the
                                 value of industrial and warehouse properties
                                 are:

                                 o  the quality of tenants;

                                 o  building design and adaptability (e.g.,
                                    clear heights, column spacing, zoning
                                    restrictions, number of bays and bay
                                    depths, divisibility and truck turning
                                    radius); and

                                 o  the location of the property (e.g.,
                                    proximity to supply sources and customers,
                                    availability of labor and accessibility to
                                    distribution channels).

                                 In addition, industrial and warehouse
                                 properties may be adversely affected by
                                 reduced demand for industrial and warehouse
                                 space occasioned by a decline in a particular
                                 industrial site or occasioned by a decline in
                                 a particular industry segment, and a
                                 particular industrial and warehouse property
                                 may be difficult to release to another tenant
                                 or may become functionally obsolete relative
                                 to newer properties.

                                      S-49


LAND..........................   Land entirely subject to a ground lease
                                 presents certain risks not associated with
                                 other property types. As the ground lease
                                 generally encumbers the entire fee, the related
                                 borrower's sole source of income from the
                                 related mortgaged property is the rental income
                                 from the ground lease. Any default by the
                                 ground lessee could adversely affect the
                                 related borrower's ability to make payments on
                                 the related mortgage loan. In addition, the
                                 related mortgage loan is also subject
                                 indirectly to the particular property type
                                 risks associated with the ground lessee's use
                                 of the related mortgaged property. See "--Risks
                                 Related to Certain Property Types" above in
                                 this prospectus supplement and "Congressional
                                 Village & Jefferson at Congressional (Land)" in
                                 Annex E to this prospectus supplement.

                                 Although ground leases may contain certain
                                 restrictions on the use and operation of the
                                 related mortgaged property, during the term of
                                 the ground lease, the ground lessee generally
                                 enjoys the rights and privileges of a fee
                                 owner, including the right to construct, alter
                                 and remove improvements and fixtures from the
                                 land and to assign and sublet the ground
                                 leasehold interest. The ground lessee is
                                 generally permitted to mortgage its ground
                                 leasehold interest in the related mortgaged
                                 property, and although the leasehold mortgage
                                 is generally subject and subordinate to the
                                 fee mortgage and the ground lease, the
                                 leasehold lender is generally granted notice
                                 and cure rights with regard to defaults under
                                 the ground lease.

                                 Land entirely subject to a ground lease
                                 secures one of the mortgage loans representing
                                 1.4% of the initial pool balance (1.7% of the
                                 group 1 balance) fund as of the cut-off date.
                                 The ground lessee is developing a 403 unit
                                 apartment complex on the related mortgaged
                                 property. See "Congressional Village &
                                 Jefferson at Congressional (Land)" in Annex E
                                 to this prospectus supplement.

HOTEL PROPERTIES..............   Hotel properties secure two of the mortgage
                                 loans, representing 1.3% of the initial pool
                                 balance (1.6% of the group 1 balance) as of the
                                 cut-off date, and such hotel properties are
                                 considered full-service or limited-service.

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

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

                                 o  the construction of competing hotels or
                                    resorts;

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

                                      S-50


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

                                 o  changes in travel patterns (including, for
                                    example, the decline in air travel
                                    following the terrorist attacks in New York
                                    City, Washington, D.C. and Pennsylvania and
                                    the current military operations in Iraq,
                                    Afghanistan and elsewhere) caused by
                                    changes in access, energy prices, strikes,
                                    relocation of highways, the construction of
                                    additional highways or other factors.

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


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

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

                                 Hotels may be operated under franchise,
                                 management or operating agreements that may be
                                 terminated by the franchisor, manager or
                                 operator. It may be difficult to terminate a
                                 manager of a hotel after foreclosure of a
                                 mortgage.


AFFILIATIONS WITH A FRANCHISE
OR HOTEL MANAGEMENT COMPANY
PRESENT CERTAIN RISKS.........   Two mortgage loans representing 1.3% of the
                                 initial pool balance (1.6% of the group 1
                                 balance) as of the cut-off date, are secured by
                                 hotel properties that are affiliated with a
                                 franchise or hotel management company through a
                                 franchise or management agreement. The
                                 performance of a hotel property affiliated with
                                 a franchise or hotel management company depends
                                 in part on:


                                      S-51


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

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

                                 o  the duration of the franchise licensing or
                                    management agreements.

                                 Any provision in a franchise agreement or
                                 management agreement providing for termination
                                 because of a bankruptcy of a franchisor or
                                 manager generally will not be enforceable.
                                 Replacement franchises may require
                                 significantly higher fees.

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


SUBORDINATE FINANCING MAY
 MAKE RECOVERY DIFFICULT IN
 THE EVENT OF LOSS............   The terms of certain mortgage loans permit or
                                 require the borrowers to post letters of credit
                                 and/or surety bonds for the benefit of the
                                 related mortgage loan, which may constitute a
                                 contingent reimbursement obligation of the
                                 related borrower or an affiliate. The issuing
                                 bank or surety will not typically agree to
                                 subordination and standstill protection
                                 benefiting the mortgagee.

                                 Additionally, although the mortgage loans
                                 generally restrict the pledging of general
                                 partnership and managing member equity
                                 interests in a borrower subject to certain
                                 exceptions, the terms of the mortgages
                                 generally permit, subject to certain
                                 limitations, the pledging of less than a
                                 controlling portion of the limited partnership
                                 or non-managing membership equity interest in
                                 a borrower. Moreover, in general, any borrower
                                 that does not meet special purpose entity
                                 criteria may not be restricted in any way from
                                 incurring unsecured subordinate debt or
                                 mezzanine debt. We are aware that 21 mortgage
                                 loans (Loan Nos. 55832, 57839, 57840, 57842,
                                 57843, 57851, 57855, 58258, 58261, 58262,
                                 58270, 58282, 58284, 58287, 58290, 58381,
                                 58419, 760032106, 760032482, 760032538 and
                                 760032628), representing 13.8% of the initial
                                 pool balance (12.7% of the group 1 balance and
                                 19.0% of the group 2 balance), provide that
                                 the members or partners of the borrower have
                                 the right to incur mezzanine debt under
                                 specified circumstances set forth in the
                                 related loan documents. The borrowers under
                                 four of the mortgage loans (Loan Nos. 55832,
                                 58399, GA20413 and GA20599), representing
                                 22.7% of the initial pool balance (19.1% of
                                 the group 1 balance and 39.6% of the group 2
                                 balance),


                                      S-52


                                 have existing mezzanine debt. Generally, with
                                 respect to mortgage loans that have existing
                                 mezzanine debt, the mortgagee and the related
                                 mezzanine lender have entered into a mezzanine
                                 intercreditor agreement that sets forth the
                                 rights of the parties. Generally, pursuant to
                                 such mezzanine intercreditor agreement, the
                                 related mezzanine lender among other things
                                 (x) has agreed, under certain circumstances,
                                 not to enforce its rights to realize upon
                                 collateral securing the mezzanine loan or take
                                 any enforcement action with respect to the
                                 mezzanine loan without written confirmation
                                 from the rating agencies that such enforcement
                                 action would not cause the downgrade,
                                 withdrawal or qualification of the current
                                 ratings of the certificates and (y) has
                                 subordinated the mezzanine loan documents to
                                 the related mortgage loan documents and has
                                 the option to purchase the related mortgage
                                 loan if such mortgage loan becomes defaulted
                                 or cure the default.

                                 Although the mortgage loans generally either
                                 prohibit the related borrower from encumbering
                                 the mortgaged property with additional secured
                                 debt or require the consent of the holder of
                                 the first lien prior to so encumbering such
                                 property, a violation of such prohibition may
                                 not become evident until the related mortgage
                                 loan otherwise defaults. In addition, the
                                 related borrower may be permitted to incur
                                 additional indebtedness secured by furniture,
                                 fixtures and equipment, and to incur
                                 additional unsecured indebtedness. When a
                                 mortgage loan borrower (or its constituent
                                 members) also has one or more other
                                 outstanding loans (even if subordinated
                                 unsecured loans or loans secured by property
                                 other than the mortgaged property), the trust
                                 is subjected to additional risk. The borrower
                                 may have difficulty servicing and repaying
                                 multiple loans. The existence of another loan
                                 generally will make it more difficult for the
                                 borrower to obtain refinancing of the mortgage
                                 loan or sell the related mortgaged property
                                 and may jeopardize the borrower's ability to
                                 make any balloon payment due at maturity.
                                 Moreover, the need to service additional debt
                                 may reduce the cash flow available to the
                                 borrower to operate and maintain the mortgaged
                                 property. We are aware that one mortgage loan
                                 (Loan No. 760032704) representing 0.4% of the
                                 initial pool balance (0.4% of the group 1
                                 balance) has existing unsecured subordinate
                                 debt. In addition, we are aware that one
                                 mortgage loan (Loan No. 760033366),
                                 representing 1.2% of the initial pool balance
                                 (1.4% of the group 1 balance), permits the
                                 related borrower to obtain additional
                                 unsecured debt under certain circumstances.
                                 Finally, we are also aware that one mortgage
                                 loan (Loan No. DBM20218), representing 0.4% of
                                 the initial pool balance (2.3% of the group 2
                                 balance), permits a future unsecured line of
                                 credit.


                                      S-53


                                 Additionally, with respect to two mortgage
                                 loans (Loan Nos. 760032545 and 760032898),
                                 representing 4.2% of the initial pool balance
                                 (4.5% of the group 1 balance and 2.6% of the
                                 group 2 balance), the related mortgaged
                                 properties also secure a related subordinate
                                 loan (with original principal balances of
                                 $3,000,000 and $400,000).

                                 In addition, one mortgage loan (Loan No.
                                 58399), representing 10.1% of the initial pool
                                 balance (12.2% of the group 1 balance), is
                                 evidenced by a split loan structure comprised
                                 of three pari passu notes each of which is
                                 secured by the same mortgage instrument on the
                                 related mortgaged property. The other two
                                 notes contained in this split loan structure
                                 are not included in the trust, but are pari
                                 passu in right of payment with the mortgage
                                 loan included in the trust and have an
                                 outstanding principal balances as of the
                                 cut-off date of $253,000,000 and $130,000,000,
                                 respectively. See "Description of the Mortgage
                                 Pool--Bank of America Center Whole Loan" in
                                 this prospectus supplement and "Bank of
                                 America Center" in Annex E to this prospectus
                                 supplement.

                                 Two mortgage loans, which are referred to as
                                 the ICG Portfolio Mortgage Loan and the Summit
                                 Place Apartments Mortgage Loan, and are
                                 included in loan group 1 and loan group 2,
                                 respectively, are each part of a split loan
                                 structure that is secured by the same mortgage
                                 instrument on the related mortgaged property.
                                 The other mortgage loans in these split loan
                                 structures are not included in the trust fund
                                 and are referred to as the ICG Portfolio B
                                 Note and the Summit Place Apartments B Note,
                                 respectively. The ICG Portfolio Mortgage Loan
                                 and the Summit Place Apartments Mortgage Loan
                                 along with the ICG Portfolio B Note and the
                                 Summit Place Apartments B Note, respectively,
                                 are referred to as the ICG Portfolio Whole
                                 Loan and the Summit Place Apartments Whole
                                 Loan, respectively. The outstanding principal
                                 balance as of the cut-off date of the ICG
                                 Portfolio Mortgage Loan is $50,500,000 and
                                 represents 3.7% of the initial pool balance
                                 (4.5% of the group 1 balance). The outstanding
                                 principal balance as of the date of the
                                 origination of the ICG Portfolio B Note is
                                 $3,000,000. The outstanding principal balance
                                 as of the cut-off date of the Summit Place
                                 Apartments Mortgage Loan is $6,386,934 and
                                 represents 0.5% of the initial pool balance
                                 (2.6% of the group 2 balance). The outstanding
                                 principal balance as of the date of the
                                 origination of the Summit Place Apartments B
                                 Note is $400,000. See "Description of the
                                 Mortgage Pool--ICG Portfolio Whole Loan and
                                 Summit Place Apartments Whole Loan" in this
                                 prospectus supplement.

                                 Additionally, if the borrower (or its
                                 constituent members) defaults on the mortgage
                                 loan and/or any other loan, actions taken by
                                 other lenders such as a foreclosure or an


                                      S-54


                                 involuntary petition for bankruptcy against
                                 the borrower could impair the security
                                 available to the trust, including the
                                 mortgaged property, or stay the trust's
                                 ability to foreclose during the course of the
                                 bankruptcy case. The bankruptcy of another
                                 lender also may operate to stay foreclosure by
                                 the trust. The trust may also be subject to
                                 the costs and administrative burdens of
                                 involvement in foreclosure or bankruptcy
                                 proceedings or related litigation. See
                                 "Certain Legal Aspects of Mortgage
                                 Loans--Subordinate Financing" in the
                                 accompanying prospectus.

                                 The debt service requirements of mezzanine
                                 debt reduce cash flow available to the
                                 borrower that could otherwise be used to make
                                 capital improvements, as a result of which the
                                 value of the property may be adversely
                                 affected. We make no representation whether
                                 any other subordinate financing encumbers any
                                 mortgaged property, any borrower has incurred
                                 material unsecured debt other than trade
                                 payables in the ordinary course of business,
                                 or any third party holds debt secured by a
                                 pledge of an equity interest in a borrower.

                                 Also, although the portions of each of the
                                 Bank of America Center Whole Loan, the CS
                                 Component Mortgage Loan and the RP Component
                                 Mortgage Loan relating to the offered
                                 certificates do not include the related
                                 subordinate component or components, as
                                 applicable, the related borrowers are still
                                 obligated to make interest and principal
                                 payments on the entire amount of such mortgage
                                 loans.

                                 Also, although the B notes relating to the ICG
                                 Portfolio Mortgage Loan and the Summit Place
                                 Apartments Mortgage Loan do not support the
                                 offered certificates, the related borrowers
                                 are still obligated to make interest and
                                 principal payments on the entire amount of
                                 such mortgage loans.

YOUR INVESTMENT IS NOT INSURED
 OR GUARANTEED................   The mortgage loans are not insured or
                                 guaranteed by any person or entity,
                                 governmental or otherwise.

                                 The mortgage loans are generally non-recourse
                                 loans. If a default occurs under any mortgage
                                 loan, recourse generally may be had only
                                 against the specific properties and other
                                 assets that have been pledged to secure the
                                 loan. Payment prior to maturity is
                                 consequently dependent primarily on the
                                 sufficiency of the net operating income of the
                                 mortgaged property. Payment at maturity is
                                 primarily dependent upon the market value of
                                 the mortgaged property or the borrower's
                                 ability to refinance the property. The
                                 depositor has not undertaken an evaluation of
                                 the financial condition of any borrower.


                                      S-55


ADVERSE ENVIRONMENTAL CONDITIONS
 MAY REDUCE CASHFLOW FROM A
 MORTGAGED PROPERTY...........   The trust could become liable for a material
                                 adverse environmental condition at an
                                 underlying real property. Any such potential
                                 liability could reduce or delay payments on the
                                 offered certificates.

                                 In addition, problems associated with mold may
                                 pose risks to the mortgaged properties and may
                                 also be the basis for personal injury claims
                                 against a borrower. Although the mortgaged
                                 properties are required to be inspected
                                 periodically, there is no generally accepted
                                 standard for the assessment of mold. If left
                                 unchecked, the growth of mold could result in
                                 the interruption of cash flow, litigation
                                 and/or remediation expenses, each of 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.

                                 All of the mortgaged properties were subject
                                 to environmental site assessments in
                                 connection with origination, including Phase I
                                 site assessments or updates of previously
                                 performed Phase I site assessments, had a
                                 transaction screen performed in lieu of a
                                 Phase I site assessment or was required to
                                 have environmental insurance in lieu of an
                                 environmental site assessment. In some cases,
                                 Phase II site assessments also have been
                                 performed. Although those assessments involved
                                 site visits and other types of review, we
                                 cannot assure you that all environmental
                                 conditions and risks were identified.

                                 The environmental investigations described
                                 above, as of the date of the report relating
                                 to the environmental investigation, did not
                                 reveal any material violation of applicable
                                 environmental laws with respect to any known
                                 circumstances or conditions concerning the
                                 related mortgaged property, or, if the
                                 environmental investigation report revealed
                                 any such circumstances or conditions with
                                 respect to the related mortgaged property,
                                 then--

                                 o  the circumstances or conditions were
                                    subsequently remediated in all material
                                    respects; or

                                 o  generally, one or more of the following was
                                    the case:

                                    1.  a party not related to the related
                                        mortgagor with financial resources
                                        reasonably adequate to cure the subject
                                        violation in all material respects was
                                        identified as a responsible party for
                                        such circumstance or condition;

                                    2.  the related mortgagor was required to
                                        provide additional security adequate to
                                        cure the subject violation in all
                                        material respects and to obtain and,
                                        for the period contemplated by the
                                        related


                                      S-56


                                        mortgage loan documents, maintain an
                                        operations and maintenance plan;

                                    3.  the related mortgagor provided a "no
                                        further action" letter or other
                                        evidence that would be acceptable to
                                        the Seller and that would be acceptable
                                        to a reasonably prudent lender, that
                                        applicable federal, state or local
                                        governmental authorities had no current
                                        intention of taking any action, and are
                                        not requiring any action, in respect of
                                        such circumstance or condition;

                                    4.  such circumstances or conditions were
                                        investigated further and based upon
                                        such additional investigation, an
                                        independent environmental consultant
                                        recommended no further investigation or
                                        remediation, or recommended only the
                                        implementation of an operations and
                                        maintenance program, which the related
                                        mortgagor is required to do;

                                    5.  the expenditure of funds reasonably
                                        estimated to be necessary to effect
                                        such remediation was the lesser of (a)
                                        an amount equal to two percent of the
                                        outstanding principal balance of the
                                        related mortgage loan and (b) $200,000;


                                    6.  an escrow of funds exists reasonably
                                        estimated to be sufficient for purposes
                                        of effecting such remediation;

                                    7.  the related mortgagor or other
                                        responsible party is currently taking
                                        such actions, if any, with respect to
                                        such circumstances or conditions as
                                        have been required by the applicable
                                        governmental regulatory authority;

                                    8.  the related mortgaged property is
                                        insured under a policy of insurance
                                        against losses arising from such
                                        circumstances and conditions; or

                                    9.  a responsible party with financial
                                        resources reasonably adequate to cure
                                        the violation provided a guaranty or
                                        indemnity to the related mortgagor to
                                        cover the costs of any required
                                        investigation, testing, monitoring or
                                        remediation.

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

                                 Furthermore, any particular environmental
                                 testing may not have covered all potential
                                 adverse conditions. For example, testing for
                                 lead-based paint, lead in water and


                                      S-57


                                 radon was done only if the use, age and
                                 condition of the subject property warranted
                                 that testing.

                                 There can be no assurance that--

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

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

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

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

                                 In the case of one mortgage loan, representing
                                 10.1% of the initial pool balance (12.2% of
                                 the group 1 balance) as of the cut-off date,
                                 the soil and groundwater of the mortgaged
                                 property has been contaminated due to
                                 petroleum leaks from underground storage
                                 formerly located on the mortgaged property
                                 that belonged to the City and County of San
                                 Francisco. See "Bank of America Center" in
                                 Annex E to this prospectus supplement.

                                 In the case of one mortgage loan, representing
                                 1.4% of the Initial Pool Balance (1.7% of the
                                 group 1 balance) as of the cut-off date, the
                                 groundwater and soil show elevated levels of
                                 petroleum hydrocarbons and chlorinated
                                 solvents due to the activities of a drycleaner
                                 formerly located on the southwestern portion
                                 of the mortgaged property and a gas station
                                 located on property adjacent to the mortgaged
                                 property. See "Congressional Village &
                                 Jefferson at Congressional (Land)" in Annex E
                                 to this prospectus supplement.


THE BENEFITS PROVIDED BY
 CROSS-COLLATERALIZATION
 MAY BE LIMITED...............   As described under "Description of the
                                 Mortgage Pool-- General" in this prospectus
                                 supplement, the mortgage pool includes five
                                 sets of cross-collateralized mortgage loans,
                                 which represent 11.6% of the initial pool
                                 balance (14.1% of the group 1 balance).
                                 Cross-collateralization arrangements may be
                                 terminated with respect to some mortgage loan
                                 groups under the terms of the related mortgage
                                 loan documents. Cross-collateralization
                                 arrangements seek to reduce the risk that the
                                 inability of one or more of the mortgaged
                                 properties securing any such set of
                                 cross-collateralized mortgage loans (or any
                                 such mortgage loan with multiple notes and/or
                                 mortgaged properties) to generate net operating
                                 income


                                      S-58


                                 sufficient to pay debt service will result in
                                 defaults and ultimate losses.

                                 Cross-collateralization arrangements involving
                                 more than one borrower could be challenged as
                                 fraudulent conveyances by creditors of the
                                 related borrower in an action brought outside
                                 a bankruptcy case or, if such borrower were to
                                 become a debtor in a bankruptcy case, by the
                                 borrower's representative.

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

                                 o  such borrower was insolvent when granting
                                    the lien, was rendered insolvent by the
                                    granting of the lien or was left with
                                    inadequate capital, or was not able to pay
                                    its debts as they matured; and

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

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

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

                                 o  recover payments made under that mortgage
                                    loan; or

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


CO-BORROWER STRUCTURES PRESENT
 SPECIAL RISKS................   Each of 11 mortgage loans, representing 17.2%
                                 of the initial pool balance (21.0% of the group
                                 1 balance), has two single-purpose, bankruptcy
                                 remote entities with independent directors as
                                 co-borrowers. Included in these figures is a
                                 mortgage loan representing 3.7% of the initial
                                 pool balance (4.5% of the group 1 balance)
                                 which has co-borrowers that share a common
                                 non-managing member with a 99.5% interest in
                                 each.

                                 Such co-borrower arrangements could be
                                 challenged as a fraudulent conveyance by
                                 creditors of a borrower or by the
                                 representative of the bankruptcy estate of a
                                 borrower if a borrower were to become a debtor
                                 in a bankruptcy case. Generally, under federal
                                 and most state fraudulent conveyance statutes,
                                 the incurring of an obligation or the transfer
                                 of property by a person will be subject to


                                      S-59


                                 avoidance under certain circumstances if the
                                 person did not receive fair consideration or
                                 reasonably equivalent value in exchange for
                                 such obligation or transfer and:

                                 o  was insolvent or was rendered insolvent by
                                    such obligation or transfer;

                                 o  was engaged in business or a transaction,
                                    or was about to engage in business or a
                                    transaction, for which any property
                                    remaining with the person was inadequate
                                    capital; or

                                 o  intended to, or believed that it would,
                                    incur debts that would be beyond the
                                    person's ability to pay as such debts
                                    matured.

                                 Accordingly, a lien granted by a borrower to
                                 secure repayment of another borrower's
                                 mortgage loan could be avoided if a court were
                                 to determine that:

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

                                 o  the borrower did not, when it allowed its
                                    mortgaged property to be encumbered by a
                                    lien securing the entire indebtedness
                                    represented by the other mortgage loan,
                                    receive fair consideration or reasonably
                                    equivalent value for pledging such
                                    mortgaged property for the equal benefit of
                                    the other borrower. If the lien is avoided,
                                    the lender would lose the benefits afforded
                                    by such lien.


MORTGAGE LOANS TO RELATED
 BORROWERS AND CONCENTRATIONS
 OF RELATED TENANTS MAY RESULT
 IN MORE SEVERE LOSSES ON YOUR
 CERTIFICATES..................  Certain groups of borrowers under the
                                 mortgage loans are affiliated or under common
                                 control with one another. However, no group of
                                 affiliated borrowers are obligors on mortgage
                                 loans representing more than 5.8% of the
                                 initial pool balance (7.0% of the group 1
                                 balance). In addition, tenants in certain
                                 mortgaged properties also may be tenants in
                                 other mortgaged properties, and certain tenants
                                 may be owned by affiliates of the borrowers or
                                 otherwise related to or affiliated with a
                                 borrower. There are also several cases in which
                                 a particular entity is a tenant at multiple
                                 mortgaged properties, and although it may not
                                 be a major tenant (as described in the
                                 prospectus supplement) at any such property, it
                                 may be significant to the successful
                                 performance of such properties.

                                 In such circumstances, any adverse
                                 circumstances relating to a borrower or tenant
                                 or a respective affiliate and affecting one of
                                 the related mortgage loans or mortgaged
                                 properties could arise in connection with the
                                 other related


                                      S-60


                                 mortgage loans or mortgaged properties. In
                                 particular, the bankruptcy or insolvency of
                                 any such borrower or tenant 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 directly or indirectly
                                 controls several mortgaged properties
                                 experiences financial difficulty at one
                                 mortgaged 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. It could also 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. See "Certain Legal Aspects of Mortgage
                                 Loans--Bankruptcy Laws" in the accompanying
                                 prospectus.

                                 In addition, a number of the borrowers under
                                 the mortgage loans are limited or general
                                 partnerships. Under certain circumstances, the
                                 bankruptcy of the general partner in a
                                 partnership may result in the dissolution of
                                 such partnership. The dissolution of a
                                 borrower partnership, the winding-up of its
                                 affairs and the distribution of its assets
                                 could result in an acceleration of its payment
                                 obligations under the related mortgage loan.

THE GEOGRAPHIC CONCENTRATION
 OF MORTGAGED PROPERTIES MAY
 ADVERSELY AFFECT PAYMENT ON
 YOUR CERTIFICATES............   A concentration of mortgaged properties in a
                                 particular state or region increases the
                                 exposure of the mortgage pool to any adverse
                                 economic developments that may occur in such
                                 state or region, conditions in the real estate
                                 market where the mortgaged properties securing
                                 the related mortgage loans are located, changes
                                 in governmental rules and fiscal polices, acts
                                 of nature, including floods, tornadoes and
                                 earthquakes (which may result in uninsured
                                 losses), and other factors which are beyond the
                                 control of the borrowers. In this regard as of
                                 the cut-off date:

                                 o  nineteen of the mortgaged properties, which
                                    constitute security for 19.3% of the
                                    initial pool balance (23.5% of the group 1
                                    balance and 0.0% of the group 2 balance),
                                    are located in California;

                                 o  eight of the mortgaged properties, which
                                    constitute security for 12.3% of the
                                    initial pool balance (6.4% of the group 1
                                    balance and 39.5% of the group 2 balance),
                                    are located in New York;

                                 o  eleven of the mortgaged properties, which
                                    constitute security for 8.3% of the initial
                                    pool balance (10.0% of


                                      S-61


                                    the group 1 balance and 0.0% of the group 2
                                    balance), are located in Florida;

                                 o  two of the mortgaged properties, which
                                    constitute security for 5.9% of the initial
                                    pool balance (7.1% of the group 1 balance
                                    and 0.0% of the group 2 balance), are
                                    located in Pennsylvania; and

                                 o  one of the mortgaged properties, which
                                    constitutes security for 5.7% of the
                                    initial pool balance (6.9% of the group 1
                                    balance and 0.0% of the group 2 balance),
                                    is located in Massachusetts.

MORTGAGE LOANS WITH HIGHER
 THAN AVERAGE PRINCIPAL
 BALANCES MAY CREATE MORE
 RISK OF LOSS.................   Concentrations in a pool of mortgage loans
                                 with larger than average balances can result in
                                 losses that are more severe, relative to the
                                 size of the pool, than would be the case if the
                                 aggregate balance of such pool were more evenly
                                 distributed. In this regard:

                                 o  twenty-five mortgage loans (22 of these
                                    mortgage loans are included in loan group 1
                                    and three of these mortgage loans are
                                    included in loan group 2) have cut-off date
                                    balances that are higher than the average
                                    cut-off date balance;

                                 o  the largest single mortgage loan, by
                                    cut-off date balance, represents 10.1% of
                                    the initial pool balance (12.2% of the
                                    group 1 balance); and

                                 o  the ten largest mortgage loans or cross
                                    collateralized loan groups (nine of these
                                    mortgage loans are in loan group 1 and one
                                    of these mortgage loans is in loan group 2)
                                    have cut-off date balances that represent
                                    in the aggregate 45.8% of the initial pool
                                    balance (47.7% of the group 1 balance and
                                    37.3% of the group 2 balance).

CHANGES IN CONCENTRATION MAY
 SUBJECT YOUR CERTIFICATES TO
 GREATER RISK OF LOSS.........   As payments in respect of principal
                                 (including payments in the form of voluntary
                                 principal prepayments, liquidation proceeds (as
                                 described in this prospectus supplement) and
                                 the repurchase prices for any mortgage loans
                                 repurchased due to breaches of representations
                                 or warranties) are received with respect to the
                                 mortgage loans, the remaining mortgage loans as
                                 a group may exhibit increased concentration
                                 with respect to the type of properties,
                                 property characteristics, number of borrowers
                                 and affiliated borrowers and geographic
                                 location. Because principal on the certificates
                                 (other than the Class X, Class R-I and Class
                                 R-II Certificates) is payable in sequential
                                 order, classes that have a lower priority with
                                 respect to the payment of principal are
                                 relatively more likely to be exposed to any
                                 risks associated with changes in
                                 concentrations.


                                      S-62


PREPAYMENT PREMIUMS PRESENT
 SPECIAL RISKS................   Ninety-three of the mortgage loans (75 of
                                 these mortgage loans are in loan group 1 and 18
                                 of these mortgage loans are in loan group 2),
                                 representing 91.0% of the initial pool balance
                                 (89.4% of the group 1 balance and 98.3% of the
                                 group 2 balance) as of the cut-off date
                                 generally prohibit any voluntary prepayment of
                                 principal prior to the final one to 36
                                 scheduled monthly payments, which includes any
                                 payment that is due upon the stated maturity
                                 date, as applicable, of the related mortgage
                                 loan; however, these mortgage loans generally
                                 permit defeasance. In addition, 16 of the
                                 mortgage loans (15 of these mortgage loans are
                                 in loan group 1 and one of these mortgage loans
                                 is in loan group 2) representing 9.0% of the
                                 initial pool balance (10.6% of the group 1
                                 balance and 1.7% of the group 2 balance) (a)
                                 have an initial lock-out period, (b) are then
                                 subject after expiration of the initial
                                 lock-out period to a period where the borrower
                                 has an option to prepay the loan subject to a
                                 prepayment premium, and (c) become thereafter
                                 prepayable without an accompanying prepayment
                                 premium prior to its maturity. See "Description
                                 of the Mortgage Pool--Certain Terms and
                                 Conditions of the Mortgage Loans--Prepayment
                                 Provisions" in this prospectus supplement. Any
                                 prepayment premiums actually collected on the
                                 remaining mortgage loans, which generally
                                 permit voluntary prepayments during particular
                                 periods and, depending on the period, require
                                 the payment of a prepayment premium with such
                                 prepayment, will be distributed among the
                                 respective classes of certificates in the
                                 amounts and in accordance with the priorities
                                 described in this prospectus supplement under
                                 "Description of the Certificates--
                                 Distributions--Distributions of Prepayment
                                 Premiums" in this prospectus supplement. The
                                 depositor, however, makes no representation as
                                 to the collectibility of any prepayment
                                 premium. See "Servicing of the Mortgage
                                 Loans--Modifications, Waivers, Amendments and
                                 Consents" in this prospectus supplement and
                                 "Certain Legal Aspects of Mortgage
                                 Loans--Default Interest and Limitations on
                                 Prepayments" in the accompanying prospectus.
                                 See "Description of the Mortgage
                                 Pool--Assignment of the Mortgage Loans;
                                 Repurchases" and "--Representations and
                                 Warranties; Repurchases and Substitutions",
                                 "Servicing of the Mortgage Loans--Defaulted
                                 Mortgage Loans; Purchase Option" and
                                 "Description of the Certificates-- Termination;
                                 Retirement of Certificates" in this prospectus
                                 supplement.

                                 Generally. Provisions requiring prepayment
                                 premiums may not be enforceable in some states
                                 and under federal bankruptcy law. Those
                                 provisions also may constitute interest for
                                 usury purposes. Accordingly, we cannot assure
                                 you that the obligation to pay a prepayment
                                 premium will be enforceable. Also, we cannot
                                 assure you


                                      S-63


                                 that foreclosure proceeds will be sufficient
                                 to pay an enforceable prepayment premium.
                                 Additionally, although the collateral
                                 substitution provisions related to defeasance
                                 do not have the same effect on the
                                 certificateholders as prepayment, we cannot
                                 assure you that a court would not interpret
                                 those provisions as requiring a prepayment
                                 premium. In certain jurisdictions those
                                 collateral substitution provisions might
                                 therefore be deemed unenforceable or usurious
                                 under applicable law.

                                 We also note the following with respect to
                                 prepayment premiums:

                                 o  liquidation proceeds (as described in this
                                    prospectus supplement) recovered in respect
                                    of any defaulted mortgage loan will, in
                                    general, be applied to cover outstanding
                                    advances prior to being applied to cover
                                    any prepayment premium due in connection
                                    with the liquidation of such mortgage loan;


                                 o  the special servicer may waive a prepayment
                                    premium in connection with obtaining a
                                    pay-off of a defaulted mortgage loan;

                                 o  no prepayment premium will be payable in
                                    connection with any repurchase of a
                                    mortgage loan resulting from a material
                                    breach of representation or warranty or a
                                    material document defect by the related
                                    mortgage loan seller;

                                 o  no prepayment premium will be payable in
                                    connection with the purchase of all of the
                                    mortgage loans and any REO properties by
                                    the special servicer, master servicer or
                                    any holder or holders of certificates
                                    evidencing a majority interest in the
                                    controlling class in connection with the
                                    termination of the trust;

                                 o  no prepayment premium will be payable in
                                    connection with the purchase of defaulted
                                    mortgage loans by the master servicer,
                                    special servicer or any holder or holders
                                    of certificates evidencing a majority
                                    interest in the controlling class; and

                                 o  in general, no prepayment premium is
                                    payable with respect to a prepayment due to
                                    casualty or condemnation.

                                 See "Servicing of the Mortgage
                                 Loans--Modifications, Waivers, Amendments and
                                 Consents" in this prospectus supplement and
                                 "Certain Legal Aspects of Mortgage
                                 Loans--Default Interest and Limitations on
                                 Prepayments" in the accompanying prospectus.
                                 See "Description of the Mortgage
                                 Pool--Assignment of the Mortgage Loans;
                                 Repurchases and Substitutions" and
                                 "--Representations and Warranties; Repurchases
                                 and Substitutions", "Servicing of the Mortgage
                                 Loans--Defaulted Mortgage


                                      S-64



                                 Loans; Purchase Option" and "Description of
                                 the Certificates--Termination; Retirement of
                                 Certificates" in this prospectus supplement.

THE OPERATION OF THE MORTGAGED
 PROPERTY UPON FORECLOSURE OF
 THE MORTGAGE LOAN MAY AFFECT
 TAX STATUS...................   If the trust were to acquire a mortgaged
                                 property subsequent to a default on the related
                                 mortgage loan pursuant to a foreclosure or deed
                                 in lieu of foreclosure, the special servicer
                                 would be required to retain an independent
                                 contractor to operate and manage the mortgaged
                                 property. Among other things, the independent
                                 contractor would not be permitted to perform
                                 construction work on the mortgaged property
                                 unless such construction generally was at least
                                 10% complete at the time default on the related
                                 mortgage loan became imminent. In addition, any
                                 net income from such operation and management,
                                 other than qualifying "rents from real
                                 property" (as defined in Section 856(d) of the
                                 Internal Revenue Code of 1986, as amended), or
                                 any rental income based on the net profits of a
                                 tenant or sub-tenant or allocable to a service
                                 that is non-customary in the area and for the
                                 type of building involved, will subject the
                                 trust fund to federal (and possibly state or
                                 local) tax on such income at the highest
                                 marginal corporate tax rate (currently 35%),
                                 thereby reducing net proceeds available for
                                 distribution to certificateholders.

LEASEHOLD INTERESTS ARE SUBJECT
 TO TERMS OF THE GROUND LEASE..  Ten mortgaged properties, representing 12.3%
                                 of the initial pool balance (15.0% of the group
                                 1 balance) as of the cut-off date are secured,
                                 in whole or in part, by a mortgage on a ground
                                 lease. Leasehold mortgages are subject to
                                 certain risks not associated with mortgage
                                 loans secured by the fee estate of the
                                 mortgagor. The most significant of these risks
                                 is that the ground lease may terminate if,
                                 among other reasons, the ground lessee breaches
                                 or defaults in its obligations under the ground
                                 lease or there is a bankruptcy of the ground
                                 lessee or the ground lessor. Accordingly, a
                                 leasehold mortgagee may lose the collateral
                                 securing its leasehold mortgage. In addition,
                                 although the consent of the ground lessor
                                 generally will not be required for foreclosure,
                                 the terms and conditions of a leasehold
                                 mortgage may be subject to the terms and
                                 conditions of the ground lease, and the rights
                                 of a ground lessee or a leasehold mortgagee
                                 with respect to, among other things, insurance,
                                 casualty and condemnation may be affected by
                                 the provisions of the ground lease.

                                      S-65



CONDOMINIUM OWNERSHIP MAY LIMIT
 USE AND IMPROVEMENTS.........   We are aware that one mortgage loan,
                                 representing 6.6% of the initial pool balance
                                 (37.3% of the group 2 balance) as of the
                                 cut-off date, is secured by a property that
                                 consists of the related borrower's interest in
                                 one condominium unit consisting of 492
                                 apartment units, 12,000 square feet of
                                 professional space, 4,000 square feet of retail
                                 space and 98 parking spaces in a mixed-use
                                 condominium building comprised of three
                                 condominium units together with the related
                                 borrower's percentage interests in the common
                                 area and the related voting rights in the
                                 condominium association. In the case of
                                 condominiums, a board of managers generally has
                                 discretion to make decisions affecting the
                                 condominium building and, with respect to this
                                 mortgage loan, although the board of managers
                                 includes representatives of the borrower, it is
                                 not controlled by the borrower and there may be
                                 no assurance that the borrower will have any
                                 control over decisions made by the board of
                                 managers. Thus, decisions made by that board of
                                 managers, including with respect to assessments
                                 to be paid by the unit owners, insurance to be
                                 maintained on the condominium building and many
                                 other decisions affecting the maintenance,
                                 repair and, in the event of a casualty or
                                 condemnation, restoration of that building, may
                                 have a significant impact on the mortgage loan.
                                 There can be no assurance that the board of
                                 managers will always act in the best interests
                                 of the borrower. Further, due to the nature of
                                 condominiums, a default under the related
                                 mortgage loan will not allow the special
                                 servicer the same flexibility in realizing on
                                 the collateral as is generally available with
                                 respect to properties that are not
                                 condominiums. The rights of other unit owners,
                                 the documents governing the management of the
                                 condominium units and the state and local laws
                                 applicable to condominium units must be
                                 considered. In addition, in the event of a
                                 casualty with respect to such a mortgaged
                                 property, due to the possible existence of
                                 multiple loss payees on any insurance policy
                                 covering that mortgaged property, there could
                                 be a delay in the allocation of related
                                 insurance proceeds, if any. Consequently,
                                 servicing and realizing upon the collateral
                                 securing this mortgage loan could subject the
                                 certificateholders to a greater delay, expense
                                 and risk than with respect to a mortgage loan
                                 secured by a property that is not a
                                 condominium.

INFORMATION REGARDING THE
 MORTGAGE LOANS IS LIMITED....   The information set forth in this prospectus
                                 supplement with respect to the mortgage loans
                                 is derived principally from one or more of the
                                 following sources:

                                 o  a review of the available credit and legal
                                    files relating to the mortgage loans;

                                      S-66


                                 o  inspections of each mortgaged property with
                                    respect to the applicable mortgage loan
                                    undertaken by or on behalf of the related
                                    mortgage loan seller;

                                 o  generally, unaudited operating statements
                                    for the mortgaged properties related to the
                                    mortgage loans supplied by the borrowers;

                                 o  appraisals for the mortgaged properties
                                    related to the mortgage loans that
                                    generally were performed in connection with
                                    origination (which appraisals were used in
                                    presenting information regarding the values
                                    of such mortgaged properties as of the
                                    cut-off date under "Description of the
                                    Mortgage Pool" and in Annex A for
                                    illustrative purposes only);

                                 o  engineering reports and environmental
                                    reports for the mortgaged properties
                                    related to the mortgage loans that
                                    generally were prepared in connection with
                                    origination; and

                                 o  information supplied by entities from which
                                    the related mortgage loan seller acquired,
                                    or which currently service, certain of the
                                    mortgage loans.

                                 Also, several mortgage loans constitute
                                 acquisition financing. Accordingly, limited or
                                 no operating information is available with
                                 respect to the related mortgaged property. All
                                 of the mortgage loans were originated during
                                 the preceding 17 months.

BORROWER LITIGATION MAY AFFECT
 TIMING OR PAYMENT ON YOUR
 CERTIFICATES.................   Certain borrowers and the principals of
                                 certain borrowers and/or managers may have been
                                 involved in bankruptcy or similar proceedings
                                 or have otherwise been parties to real
                                 estate-related litigation.

                                 There may also be other legal proceedings
                                 pending and, from time to time, threatened
                                 against the borrowers and their affiliates
                                 relating to the business of or arising out of
                                 the ordinary course of business of the
                                 borrowers and their affiliates. We cannot
                                 assure you that such litigation will not have
                                 a material adverse effect on the distributions
                                 to certificateholders.

RELIANCE ON A SINGLE TENANT OR
 A SMALL GROUP OF TENANTS MAY
 INCREASE THE RISK OF LOSS....   A deterioration in the financial condition of
                                 a tenant can be particularly significant if a
                                 mortgaged property is leased to a single tenant
                                 or a small number of tenants. Mortgaged
                                 properties leased to a single tenant or a small
                                 number of tenants also are more susceptible to
                                 interruptions of cash flow if a tenant fails to
                                 renew its lease. This is because the financial
                                 effect of the absence of rental income may be
                                 severe; more time may be required to relet the
                                 space; and substantial capital costs may be


                                      S-67


                                 incurred to make the space appropriate for
                                 replacement tenants. In this regard, see "Risk
                                 Factors--Risks Related to the Mortgage
                                 Loans--Risks Related to Retail Properties" and
                                 "--Risks Related to Office Properties" in this
                                 prospectus supplement.

                                 Retail and office properties also may be
                                 adversely affected if there is a concentration
                                 of particular tenants among the mortgaged
                                 properties or of tenants in a particular
                                 business or industry.

MORTGAGED PROPERTIES WITH
 TENANTS PRESENT SPECIAL RISK..  The income from, and market value of, the
                                 mortgaged properties leased to various tenants
                                 would be adversely affected if:

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

                                 o  tenants were unable to meet their lease
                                    obligations;

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

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

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

                                 o  rental payments could not be collected for
                                    any other reason.

                                 Repayment of the mortgage loans secured by
                                 retail, offices and industrial and warehouse
                                 properties will be affected by the expiration
                                 of leases and the ability of the respective
                                 borrowers to renew the leases or relet the
                                 space on comparable terms. In addition if a
                                 significant portion of tenants have leases
                                 which expire near or at maturity of the
                                 related mortgage loan, then it may make it
                                 more difficult for the related borrower to
                                 seek refinancing or make any applicable
                                 balloon payment. Certain of the mortgaged
                                 properties may be leased in whole or in part
                                 by government-sponsored tenants who have the
                                 right to cancel their leases at any time or
                                 for lack of appropriations. Additionally,
                                 mortgage loans may have concentrations of
                                 leases expiring at varying rates in varying
                                 percentages.

                                 Even if vacated space is successfully relet,
                                 the costs associated with reletting, including
                                 tenant improvements and leasing commissions,
                                 could be substantial and could reduce cash
                                 flow from the mortgaged properties. Moreover,
                                 if a tenant defaults in its obligations to a
                                 borrower, the borrower may incur substantial
                                 costs and


                                      S-68


                                 experience significant delays associated with
                                 enforcing its rights and protecting its
                                 investment, including costs incurred in
                                 renovating and reletting the property.

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

                                 With respect to certain of the mortgage loans,
                                 the related borrower has given to certain
                                 tenants or others an option to purchase, a
                                 right of first refusal or a right of first
                                 offer to purchase all or a portion of the
                                 mortgaged property in the event a sale is
                                 contemplated, and such right is not
                                 subordinate to the related mortgage. This may
                                 impede the mortgagee's ability to sell the
                                 related mortgaged property at foreclosure, or,
                                 upon foreclosure, this may affect the value
                                 and/or marketability of the related mortgaged
                                 property.

MORTGAGED PROPERTIES WITH
 MULTIPLE TENANTS MAY INCREASE
 RELETTING COSTS AND REDUCE
 CASH FLOW....................   If a mortgaged property has multiple tenants,
                                 reletting expenditures may be more frequent
                                 than in the case of mortgaged properties with
                                 fewer tenants, thereby reducing the cash flow
                                 available for debt service payments.
                                 Multi-tenanted mortgaged properties also may
                                 experience higher continuing vacancy rates and
                                 greater volatility in rental expenses.

TENANT BANKRUPTCY ADVERSELY
 AFFECTS PROPERTY PERFORMANCE.   The bankruptcy or insolvency of a major
                                 tenant, or a number of smaller tenants, in
                                 retail, office, industrial and warehouse
                                 properties may adversely affect the income
                                 produced by a mortgaged property. Under the
                                 federal bankruptcy code a tenant has the option
                                 of assuming or rejecting any unexpired lease.
                                 If the tenant rejects the lease, the landlord's
                                 claim for breach of the lease would be a
                                 general unsecured claim against the tenant
                                 (absent collateral securing the claim). The
                                 claim would be limited to the unpaid rent
                                 reserved under the lease for the periods prior
                                 to the bankruptcy petition (or earlier
                                 surrender of the leased premises) which are
                                 unrelated to the rejection, plus the greater of
                                 one year's rent or 15% of the remaining
                                 reserved rent (but not more than three year's
                                 rent).


                                      S-69



ONE ACTION RULES MAY LIMIT
 REMEDIES.....................   Several states (including California) have
                                 laws that prohibit more than one "judicial
                                 action" to enforce a mortgage obligation, and
                                 some courts have construed the term "judicial
                                 action" broadly. Accordingly, the special
                                 servicer is required to obtain advice of
                                 counsel prior to enforcing any of the trust
                                 fund's rights under any of the mortgage loans
                                 that include mortgaged properties where the
                                 rule could be applicable.

PROPERTY INSURANCE MAY NOT
 PROTECT YOUR CERTIFICATES
 FROM LOSS IN THE EVENT OF
 CASUALTY OR LOSS.............   The loan documents for each of the mortgage
                                 loans generally require the borrower to
                                 maintain, or cause to be maintained, specified
                                 property and liability insurance. The mortgaged
                                 properties may suffer casualty losses due to
                                 risks which were not covered by insurance or
                                 for which insurance coverage is inadequate. We
                                 cannot assure you that borrowers will be able
                                 to maintain adequate insurance. Moreover, if
                                 reconstruction or any major repairs are
                                 required, changes in laws may materially affect
                                 the borrower's ability to effect any
                                 reconstruction or major repairs or may
                                 materially increase the costs of the
                                 reconstruction or repairs. In addition certain
                                 of the mortgaged properties are located in
                                 California, Washington, Texas, Oregon, Nevada
                                 and along the Southeastern coastal areas of the
                                 United States. These areas have historically
                                 been at greater risk regarding acts of nature
                                 (such as earthquakes, floods and hurricanes)
                                 than other states. The loans do not generally
                                 require the borrowers to maintain earthquake or
                                 windstorm insurance.

                                 In light of the September 11, 2001 terrorist
                                 attacks in New York City and the Washington,
                                 D.C. area, many reinsurance companies (which
                                 assume some of the risk of the policies sold
                                 by primary insurers) have indicated that they
                                 intend to eliminate coverage for acts of
                                 terrorism from their reinsurance policies.
                                 Without that reinsurance coverage, primary
                                 insurance companies would have to assume that
                                 risk themselves, which may cause them to
                                 eliminate such coverage in their policies,
                                 increase the amount of deductible for acts of
                                 terrorism or charge higher premiums for such
                                 coverage. In order to offset this risk,
                                 Congress passed the Terrorism Risk Insurance
                                 Act of 2002, which established the Terrorism
                                 Insurance Program. The Terrorism Insurance
                                 Program is administered by the Secretary of
                                 the Treasury and will provide financial
                                 assistance from the United States government
                                 to insurers in the event of another terrorist
                                 attack that is the subject of an insurance
                                 claim. The Treasury Department will establish
                                 procedures for the Terrorism Insurance Program
                                 under which the federal share of compensation
                                 will be equal to 90% of that portion of
                                 insured losses that exceeds an applicable
                                 insurer deductible required to be paid


                                      S-70


                                 during each program year. The federal share in
                                 the aggregate in any program year may not
                                 exceed $100 billion. An insurer that has paid
                                 its deductible is not liable for the payment
                                 of any portion of total annual United
                                 States-wide losses that exceed $100 billion,
                                 regardless of the terms of the individual
                                 insurance contracts. The Terrorism Risk
                                 Insurance Act of 2002 does not require
                                 insureds to purchase the coverage nor does it
                                 stipulate the pricing of the coverage. In
                                 addition, there can be no assurance that all
                                 of the borrowers under the mortgage loans have
                                 accepted the continued coverage. The Terrorism
                                 Insurance Program requires that each insurer
                                 for policies in place prior to November 26,
                                 2002 provide its insureds with a statement of
                                 the proposed premiums for terrorism coverage,
                                 identifying the portion of the risk that the
                                 federal government will cover, within 90 days
                                 after November 26, 2002. Insureds will have 30
                                 days to accept the continued coverage and pay
                                 the premium. If an insured does not pay the
                                 premium, insurance for acts of terrorism may
                                 be excluded from the policy. All policies for
                                 insurance issued after November 26, 2002 must
                                 make similar disclosure. Through December
                                 2005, insurance carriers are required under
                                 the program to provide terrorism coverage in
                                 their basic "all-risk" policies, as the
                                 Secretary of the Treasury has extended in June
                                 2004 such mandatory participation (scheduled
                                 to expire in December 2004) through December
                                 2005. 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,
                                 subject to the immediately preceding
                                 paragraph. Any state approval of such types of
                                 exclusions in force on November 26, 2002 is
                                 also voided. However, it is unclear what acts
                                 will fall under the category of "terrorism" as
                                 opposed to "acts of war" or "natural
                                 disasters", which may not be covered by such
                                 program. In addition, coverage under such
                                 program will only be available for terrorist
                                 acts that are committed by an individual or
                                 individuals acting on behalf of a foreign
                                 person or foreign interest. In addition, the
                                 Terrorism Insurance Program applies to United
                                 States risks only and to acts that are
                                 committed by an individual or individuals
                                 acting on behalf of a foreign person or
                                 foreign interest as an effort to influence or
                                 coerce United States civilians or the United
                                 States government. It remains unclear what
                                 acts will fall under the purview of the
                                 Terrorism Insurance Program.

                                 Furthermore, since the Terrorism Insurance
                                 Program was passed into law, it has yet to be
                                 determined whether it or state legislation has
                                 lowered or will substantially lower the cost
                                 of obtaining terrorism insurance.

                                      S-71


                                 Finally, while the Terrorism Insurance Program
                                 has been extended to December 31, 2005, there
                                 can be no assurance that such temporary
                                 program will create any long-term changes in
                                 the availability and cost of such insurance.
                                 Moreover, there can be no assurance that such
                                 program will be renewed or subsequent
                                 terrorism insurance legislation will be passed
                                 upon its expiration. It is reported that a new
                                 legislation has been introduced in June 2004
                                 to extend the Terrorism Risk Insurance Program
                                 beyond December 31, 2005. However, there can
                                 be no assurance that such proposal will be
                                 enacted into law.

                                 In the event that such casualty losses are not
                                 covered by standard casualty insurance
                                 policies, not all the loan documents
                                 specifically require the borrowers to obtain
                                 this form of coverage or permit the mortgagee
                                 to require it. Although the mortgage loan
                                 documents relating to the remaining mortgage
                                 loans contain general provisions which permit
                                 the lender to require other reasonable
                                 insurance and which do not expressly forbid
                                 the lender from requiring terrorism insurance,
                                 we cannot assure you whether requiring
                                 terrorism insurance would be reasonable or
                                 otherwise permissible under the general
                                 provisions for any particular mortgage loan.

                                 If the loan documents require insurance
                                 covering terrorist or similar acts, the master
                                 servicer or the special servicer, pursuant to
                                 the pooling and servicing agreement, may not
                                 be required to maintain insurance covering
                                 terrorist or similar acts, nor will it be
                                 required to call a default under a mortgage
                                 loan, if the related borrower fails to
                                 maintain such insurance and the special
                                 servicer consents. In determining whether to
                                 require insurance for terrorist or similar
                                 acts or to call a default, each of the master
                                 servicer and the special servicer will
                                 consider the following two factors following
                                 due inquiry in accordance with the servicing
                                 standard:

                                 o  such insurance is not available at
                                    commercially reasonable rates; and

                                 o  at that time, the risks relating to
                                    terrorist or similar acts were not commonly
                                    insured against for properties similar to
                                    the mortgaged property and located in or
                                    around the region in which the mortgaged
                                    property is located.

                                 However, if the special servicer determines
                                 following due inquiry, in accordance with the
                                 servicing standard, that it is in the best
                                 interests of the certificateholders not to
                                 call a default, the master servicer and the
                                 special servicer may, in certain
                                 circumstances, waive the default regardless of
                                 such factors.

                                      S-72


                                 Any losses incurred with respect to mortgage
                                 loans included in the trust fund due to
                                 uninsured risks or insufficient hazard
                                 insurance proceeds could adversely affect
                                 distributions on your certificates.


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

                                 In addition, certain of the mortgaged
                                 properties which are non-conforming may not be
                                 "legal non-conforming uses" or "legal
                                 non-conforming structures". The failure of a
                                 mortgaged property to comply with zoning laws
                                 or to be a "legal non-conforming use" or
                                 "legal non-conforming structure" may adversely
                                 affect market value of the mortgaged property
                                 or the borrower's ability to continue to use
                                 it in the manner it is currently being used.

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


                                      S-73


                                 adversely affecting the borrower's ability to
                                 fulfill its obligations under the related
                                 mortgage loan.

SOME MORTGAGED PROPERTIES MAY
 NOT BE READILY CONVERTIBLE TO
 ALTERNATIVE USES.............   Some of the mortgaged properties may not be
                                 readily convertible to alternative uses if
                                 those properties were to become unprofitable
                                 for any reason or if those properties were
                                 designated as historic sites. Converting
                                 commercial properties and manufactured housing
                                 communities to alternate uses generally
                                 requires substantial capital expenditures. The
                                 liquidation value of a mortgaged property
                                 consequently may be substantially less than
                                 would be the case if the property were readily
                                 adaptable to other uses.

                                 Zoning or other restrictions also may prevent
                                 alternative uses. See "Risk Factors--Risks
                                 Related to the Mortgage Loans--Zoning Laws and
                                 Use Restrictions" in this prospectus
                                 supplement.

APPRAISALS ARE LIMITED IN
 REFLECTING THE VALUE OF A
 MORTGAGED PROPERTY............  Appraisals were obtained with respect to each
                                 of the mortgaged properties in connection with
                                 the origination of the applicable mortgage
                                 loan. In general, appraisals represent the
                                 analysis and opinion of qualified appraisers
                                 and are not guarantees of present or future
                                 value. One appraiser may reach a different
                                 conclusion than the conclusion that would be
                                 reached if a different appraiser were
                                 appraising that property. Moreover, appraisals
                                 seek to establish the amount a typically
                                 motivated buyer would pay a typically motivated
                                 seller and, in certain cases, may have taken
                                 into consideration the purchase price paid by
                                 the borrower. That amount could be
                                 significantly higher than the amount obtained
                                 from the sale of a mortgaged property under a
                                 distress or liquidation sale. We cannot assure
                                 you that the information set forth in this
                                 prospectus supplement regarding appraised
                                 values or loan-to-value ratios accurately
                                 reflects past, present or future market values
                                 of the mortgaged properties.

MORTGAGE LOAN SELLERS MAY NOT
 BE ABLE TO MAKE A REQUIRED
 REPURCHASE OR SUBSTITUTION OF
 A DEFECTIVE MORTGAGE LOAN....   Each mortgage loan seller is the sole
                                 warranting party in respect of the mortgage
                                 loans sold by such mortgage loan seller to us.
                                 Neither we nor any of our affiliates (except,
                                 in certain circumstances, for Bank of America
                                 N.A. in its capacity as a mortgage loan seller)
                                 are obligated to repurchase or substitute any
                                 mortgage loan in connection with either a
                                 material breach of the related mortgage loan
                                 seller's representations and warranties or any
                                 document defects, if the related mortgage loan
                                 seller defaults on its obligation to do so. We
                                 cannot provide assurances that the related
                                 mortgage loan seller will have the financial


                                      S-74


                                 ability to effect such repurchases or
                                 substitutions. Any mortgage loan that is not
                                 repurchased or substituted and that is not a
                                 "qualified mortgage" for a REMIC may cause the
                                 trust fund to fail to qualify as one or more
                                 REMICs or cause the trust fund to incur a tax.
                                 See "Description of the Mortgage Pool--The
                                 Mortgage Loan Sellers" and "Representations
                                 and Warranties; Repurchases and Substitutions"
                                 in this prospectus supplement and "The Pooling
                                 and Servicing Agreements--Representations and
                                 Warranties; Repurchases" in the accompanying
                                 prospectus.
RISKS RELATED
 TO ENFORCEABILITY.............  All of the mortgages permit the mortgagee to
                                 accelerate the debt upon default by the
                                 borrower. The courts of all states will enforce
                                 acceleration clauses in the event of a material
                                 payment default. Courts, however, may refuse to
                                 permit foreclosure or acceleration if a default
                                 is deemed immaterial or the exercise of those
                                 remedies would be unjust or unconscionable.

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

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


                                      S-75


                                 If a lease is not subordinate to a mortgage,
                                 the trust will not possess the right to
                                 dispossess the tenant upon foreclosure of the
                                 mortgaged property (unless otherwise agreed to
                                 with the tenant). If the lease contains
                                 provisions inconsistent with the mortgage
                                 (e.g., provisions relating to application of
                                 insurance proceeds or condemnation awards) or
                                 that could affect the enforcement of the
                                 lender's rights (e.g., a right of first
                                 refusal to purchase the property), the
                                 provisions of the lease will take precedence
                                 over the provisions of the mortgage.

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

NO MORTGAGE LOAN INCLUDED IN
 THE TRUST FUND HAS BEEN
 RE-UNDERWRITTEN..............   We have not re-underwritten the mortgage
                                 loans. Instead, we have relied on the
                                 representations and warranties made by the
                                 mortgage loan sellers, and each mortgage loan
                                 seller's obligation to repurchase or substitute
                                 a mortgage loan or cure the breach in the event
                                 of a material breach of a representation or
                                 warranty. These representations and warranties
                                 do not cover all of the matters that we would
                                 review in underwriting a mortgage loan and you
                                 should not view them as a substitute for
                                 reunderwriting the mortgage loans. If we had
                                 reunderwritten the mortgage loans, it is
                                 possible that the reunderwriting process may
                                 have revealed problems with a mortgage loan not
                                 covered by a representation or warranty. In
                                 addition, we can give no assurance that the
                                 related mortgage loan seller will be able to
                                 repurchase or substitute a mortgage loan or
                                 cure the breach in the event of a material
                                 breach of a representation or warranty. See
                                 "Description of the Mortgage
                                 Pool--Representations and Warranties;
                                 Repurchases and Substitutions" in this
                                 prospectus supplement.

                                      S-76


BOOK-ENTRY SYSTEM FOR
 CERTIFICATES MAY DECREASE
 LIQUIDITY AND DELAY
 PAYMENT......................   The offered certificates will 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 The
                                 Depository Trust Company, or DTC. Since
                                 transactions in the classes of book-entry
                                 certificates generally can be effected only
                                 through The Depository Trust Company, and its
                                 participating organizations:

                                 o  the liquidity of book-entry certificates in
                                    secondary trading market that may develop
                                    may be limited because investors may be
                                    unwilling to purchase certificates for
                                    which they cannot obtain physical
                                    certificates;

                                 o  your ability to pledge certificates to
                                    persons or entities that do not participate
                                    in the DTC system, or otherwise to take
                                    action in respect of the certificates, may
                                    be limited due to the lack of a physical
                                    security representing the certificates;

                                 o  your access to information regarding the
                                    certificates may be limited since
                                    conveyance of notices and other
                                    communications by The Depository Trust
                                    Company to its participating organizations,
                                    and directly and indirectly through those
                                    participating organizations to you, will be
                                    governed by arrangements among them,
                                    subject to any statutory or regulatory
                                    requirements as may be in effect at that
                                    time; and

                                 o  you may experience some delay in receiving
                                    distributions of interest and principal on
                                    your certificates because distributions
                                    will be made by the trustee to DTC and DTC
                                    will then be required to credit those
                                    distributions to the accounts of its
                                    participating organizations and only then
                                    will they be credited to your account
                                    either directly or indirectly through DTC's
                                    participating organizations.

                                 See "Description of the
                                 Certificates--Registration and Denomination"
                                 in this prospectus supplement.

     SEE "RISK FACTORS" IN THE ACCOMPANYING PROSPECTUS FOR A DESCRIPTION OF
CERTAIN OTHER RISKS AND SPECIAL CONSIDERATIONS THAT MAY BE APPLICABLE TO YOUR
CERTIFICATES AND THE MORTGAGE LOANS.


                                      S-77



                       DESCRIPTION OF THE MORTGAGE POOL


GENERAL

     The pool of mortgage loans (the "Mortgage Pool") consists of 109
multifamily and commercial mortgage loans. The Mortgage Pool will be deemed to
consist of two loan groups ("Loan Group 1" and "Loan Group 2" and,
collectively, the "Loan Groups"). Loan Group 1 will consist of 90 mortgage
loans with an aggregate principal balance of $1,120,519,883 representing 82.3%
of the aggregate principal balance of the Mortgage Pool as of November 1, 2004
(the "Cut-off Date") (the "Group 1 Balance"). Loan Group 2 will consist of 19
mortgage loans with an aggregate principal balance of $241,609,185 (or 85.0% of
the aggregate principal balance of the mortgage loans secured by multifamily
properties and 27.7% of the aggregate principal balance of the mortgage loans
secured by manufactured housing properties), representing 17.7% of the
aggregate principal balance of the Mortgage Pool as of the Cut-off Date (the
"Group 2 Balance"). Each of the Group 1 Balance and the Group 2 Balance are
sometimes referred to individually in this prospectus supplement as a "Group
Balance" and are collectively referred to as the "Group Balances". Annex A to
this prospectus supplement sets forth the Loan Group designation with respect
to each mortgage loan.

     Fifty of the mortgage loans (42 of the mortgage loans in Loan Group 1 and
eight of the mortgage loans in Loan Group 2) were originated by Bank of
America, N.A. ("Bank of America" or "BOFA") or its conduit participants. The
mortgage loans described in the first sentence of this paragraph are referred
to in this prospectus supplement as the "Bank of America Mortgage Loans".
Forty-nine of the mortgage loans (40 of the mortgage loans in Loan Group 1 and
nine of the mortgage loans in Loan Group 2) were originated by General Electric
Capital Corporation ("GECC"). The mortgage loans described in the immediately
preceding sentence are referred to in this prospectus supplement as the "GECC
Mortgage Loans". Ten of the mortgage loans (eight of the mortgage loans in Loan
Group 1 and two of the mortgage loans in Loan Group 2) were originated by
German American Capital Corporation ("GACC"). The mortgage loans described in
the immediately preceding sentence are referred to in this prospectus
supplement as the "GACC Mortgage Loans". The GECC Mortgage Loans, the GACC
Mortgage Loans and the Bank of America Mortgage Loans collectively constitute
the "Mortgage Loans". The Mortgage Loans have an aggregate Cut-off Date Balance
of $1,362,129,068 (the "Initial Pool Balance"), subject to a variance of plus
or minus 10%. The Initial Pool Balance and the applicable Group Balance
excludes the CS Subordinate Component, the RP Subordinate Components and the
CBA B Notes. See "Description of the Trust Funds" and "Certain Legal Aspects of
Mortgage Loans" in the accompanying prospectus.

     The "Cut-off Date Balance" of each Mortgage Loan is the unpaid principal
balance thereof as of the Cut-off Date, after application of all payments of
principal due on or before such date, whether or not received. All numerical
information provided in this prospectus supplement with respect to the Mortgage
Loans is provided on an approximate basis. All numerical and statistical
information presented herein is calculated as described under "Summary of
Prospectus Supplement--Mortgage Loans--Certain Mortgage Loan Calculations" in
this prospectus supplement. All weighted average information provided in this
prospectus supplement, unless otherwise stated, reflects weighting by related
Cut-off Date Balance. All percentages of the Mortgage Pool, or of any specified
sub-group thereof (including each Group Balance), referred to herein without
further description are approximate percentages of the Initial Pool Balance (or
if applicable, the related Group Balance). The sum of the numerical data in any
column of any table presented in this prospectus supplement may not equal the
indicated total due to rounding.

     Each Mortgage Loan is evidenced by one or more promissory notes (a
"Mortgage Note") and secured by one or more mortgages, deeds of trust or other
similar security instruments (a "Mortgage") that create a first mortgage lien
on a fee simple and/or leasehold interest in real property (a "Mortgaged
Property"). Each Mortgage Loan is secured by (i) a manufactured housing
community or complex consisting of five or more rental living units or one or
more apartment buildings each consisting of five or more rental living units (a
"Multifamily Mortgaged Property", and any Mortgage Loan secured thereby, a
"Multifamily Loan") 31 Mortgage Loans (12 Mortgage Loans in Loan Group 1 and 19
Mortgage Loans in Loan Group 2), representing 28.1% of the Initial


                                      S-78


Pool Balance (12.5% of the Group 1 Balance and 100% of the Group 2 Balance), or
(ii) a hotel, retail shopping mall or center, an office building or complex, an
industrial or warehouse building, land or a self-storage facility (a
"Commercial Mortgaged Property", and any Mortgage Loan secured thereby, a
"Commercial Loan") (78 Mortgage Loans representing 71.9% of the Initial Pool
Balance (87.5% of the Group 1 Balance).


     With respect to any Mortgage (other than the Mortgage related to the Bank
of America Center Pari Passu Note A-3 Mortgage Loan) for which the related
assignment of mortgage, assignment of assignment of leases, security agreements
and/or UCC financing statements has been recorded in the name of Mortgage
Electronic Registration Systems, Inc. ("MERS") or its designee, no assignment
of mortgage, assignment of assignment of leases, security agreements and/or UCC
financing statements in favor of the Trustee will be required to be prepared or
delivered and instead, the Master Servicer, at the direction of the related
Mortgage Loan Seller, shall take all actions as are necessary to cause the
Trustee on behalf of the Trust to be shown as, and the Trustee shall take all
actions necessary to confirm that the Trustee on behalf of the Trust is shown
as, the owner of the related Mortgage Loan on the records of MERS for purposes
of the system of recording transfers of beneficial ownership of mortgages
maintained by MERS. The Trustee shall include the foregoing confirmation in the
certification required to be delivered by the Trustee after the Closing Date
pursuant to the Pooling and Servicing Agreement.


     There are five sets of cross-collateralized and cross-defaulted Mortgage
Loans (any such Mortgage Loan, a "Cross-Collateralized Mortgage Loan"). Loan
Nos. 58215 and 58216 constitute the first set of crossed loans, Loan Nos. 58232
and 58212 constitute the second set of crossed loans, Loan Nos. DBM20193 and
DBM20192 constitute the third set of crossed loans, Loan Nos. DBM20554 and
DBM20555 constitute the fourth set of crossed loans and Loan Nos. 57840, 57839,
57842, and 57843 constitute the fifth set of crossed loans. The Mortgage Loans
in each set are cross-collateralized and cross-defaulted with the other
Mortgage Loans in that set. This set collectively represents 11.6% of the
Initial Pool Balance (14.1% of the Group 1 Balance). In general, each of the
Cross-Collateralized Mortgage Loans is evidenced by a separate Mortgage Note
and secured by a separate Mortgage and the related loan documents contain
provisions creating the relevant cross-collateralization and cross-default
arrangements. See Annex A hereto for information regarding the
Cross-Collateralized Mortgage Loans and see "Risk Factors--Risks Related to the
Mortgage Loans--The Benefits Provided by Cross-Collateralization May Be
Limited" in this prospectus supplement.


     The Mortgage Loans generally constitute non-recourse obligations of the
related borrower. Upon any such borrower's default in the payment of any amount
due under the related Mortgage Loan, the holder thereof may look only to the
related Mortgaged Property or Properties for satisfaction of the borrower's
obligation. In the case of certain Mortgage Loans where the loan documents
permit recourse to a borrower or guarantor, the Depositor has generally not
undertaken an evaluation of the financial condition of any such entity or
person, and prospective investors should thus consider all of the Mortgage
Loans to be nonrecourse. None of the Mortgage Loans is insured or guaranteed by
any person or entity, governmental or otherwise. See "Risk Factors--Risks
Related to the Mortgage Loans--Your Investment Is Not Insured or Guaranteed" in
this prospectus supplement.


     Nineteen of the Mortgaged Properties, which constitute security for
approximately 19.3% of the Initial Pool Balance (23.5% of the Group 1 Balance
and 0.0% of the Group 2 Balance), are located in California; eight of the
Mortgaged Properties, which constitute security for 12.3% of the Initial Pool
Balance (6.4% of the Group 1 Balance and 39.5% of Group 2 Balance), are located
in New York; eleven of the Mortgaged Properties, which constitute security for
8.3% of the Initial Pool Balance (10.0% of the Group 1 Balance and 0.0% of the
Group 2 Balance), are located in Florida; two of the Mortgaged Properties,
which constitute security for 5.9% of the Initial Pool Balance (7.1% of the
Group 1 Balance and 0.0% of the Group 2 Balance), are located in Pennsylvania;
and one of the Mortgaged Properties, which constitutes security for 5.7% of the
Initial Pool Balance (6.9% of the Group 1 Balance and 0.0% of the Group 2
Balance), is located in Massachusetts. The remaining


                                      S-79


Mortgaged Properties are located throughout 22 other states and the District of
Columbia, with no more than 5.0% of the Initial Pool Balance secured by
Mortgaged Properties located in any such other jurisdiction.

     On or about the Delivery Date, the Mortgage Loan Sellers will transfer
their respective Mortgage Loans (and only their respective Mortgage Loans), to
or at the direction of the Depositor, without recourse, to the Trustee for the
benefit of the Certificateholders. See "Description of the Mortgage Pool--The
Mortgage Loan Sellers" and "--Assignment of the Mortgage Loans; Repurchases and
Substitutions" in this prospectus supplement.


CERTAIN TERMS AND CONDITIONS OF THE MORTGAGE LOANS

     Due Dates. Each of the Mortgage Loans provides, other than six Mortgage
Loans (three Mortgage Loans in Loan Group 1 and three Mortgage Loans in Loan
Group 2), which are interest only until maturity and represent 23.5% of the
Initial Pool Balance (19.2% of the Group 1 Balance and 43.3% of the Group 2
Balance), for scheduled payments of principal and interest ("Monthly
Payments"). Each of the Mortgage Loans provides for payments to be due on the
first day of each month (as to each such Mortgage Loan, the "Due Date"). In
addition, 40 Mortgage Loans (30 Mortgage Loans in Loan Group 1 and ten Mortgage
Loans in Loan Group 2) representing 44.1% of the Initial Pool Balance (46.1% of
the Group 1 Balance and 35.0% of the Group 2 Balance) provide for periods of
interest only payments during a portion of their respective loan terms.

     Mortgage Rates; Calculations of Interest. All of the Mortgage Loans bear
interest at a rate per annum (a "Mortgage Rate") that is fixed for the
remaining term of the Mortgage Loan. As of the Cut-off Date, the Mortgage Rates
of the Mortgage Loans ranged from 4.669% per annum to 6.280% per annum (4.669%
per annum to 6.280% per annum in Loan Group 1 and 4.740% per annum to 5.827%
per annum in Loan Group 2), and the weighted average Mortgage Rate of the
Mortgage Loans (or, in the case of each of the CS Component Mortgage Loan and
the RP Component Mortgage Loan, the related senior component) was 5.382%
(5.434% for Loan Group 1 and 5.141% for Loan Group 2).

     All of the Mortgage Loans accrue interest on the basis of the actual
number of days elapsed in the relevant month of accrual and a 360-day year (an
"Actual/360 Basis"). The total amount of the Monthly Payment for each Mortgage
Loan accruing interest on an Actual/360 Basis (an "Actual/360 Mortgage Loan")
is determined as though the Mortgage Loan accrued interest on the basis of a
360-day year consisting of twelve 30-day months (a "30/360 Basis"), and the
portion of such Monthly Payment allocated to interest is determined based on
interest accrued in the preceding month on an Actual/360 Basis with the balance
allocated to amortized principal. As a result, the full amortization term is
longer than would be the case if calculated on a 30/360 Basis, and the Balloon
Payment on any such Mortgage Loan will be larger than would be the case if
interest accrued on a 30/360 Basis.

     Amortization of Principal. With respect to 103 Mortgage Loans (87 Mortgage
Loans in Loan Group 1 and 16 Mortgage Loans in Loan Group 2), which represent
76.5% of the Initial Pool Balance (80.8% of the Group 1 Balance and 56.7% of
the Group 2 Balance), provide for monthly payments of principal based on
amortization schedules significantly longer than the respective remaining terms
thereof, thereby leaving substantial principal amounts due and payable (each
such loan, a "Balloon Loan", and each such payment, together with the
corresponding interest payment, a "Balloon Payment") on their respective
maturity dates, unless prepaid prior thereto. In addition, six of the Mortgage
Loans (three Mortgage Loans in Loan Group 1 and three Mortgage Loan in Loan
Group 2), representing 23.5% of the Initial Pool Balance (19.2% of the Group 1
Balance and 43.3% of the Group 2 Balance), provide for payments of interest
only through to the end of their respective loan terms.

     The original term to stated maturity of each Mortgage Loan was between 60
and 180 months. The original amortization schedules of the Mortgage Loans
(other than six Mortgage Loans which are interest only for their entire term,
(calculated in the case of Actual/360 Mortgage Loans, on a 30/360 Basis for the
purposes of the accrual of interest) ranged from 180 to 360 months (240 to 360


                                      S-80


months in Loan Group 1 and 180 to 360 months in Loan Group 2). As of the
Cut-off Date, the remaining term to stated maturity of the Mortgage Loans will
range from 51 to 180 months (51 to 178 months in Loan Group 1 and 56 to 180
months in Loan Group 2), and the weighted average remaining term to stated
maturity of the Mortgage Loans will be 92 months (94 months in Loan Group 1 and
83 months in Loan Group 2). As of the Cut-off Date, the remaining amortization
terms of the Mortgage Loans, other than six Mortgage Loans which are interest
only for their entire term, will range from 178 to 360 months (237 to 360
months in Loan Group 1 and 178 to 360 months in Loan Group 2) (calculated on a
30/360 Basis for the accrual of interest), and the weighted average remaining
amortization term of the Mortgage Loans will be 340 months (342 months in Loan
Group 1 and 327 months in Loan Group 2) (calculated on a 30/360 Basis for
purposes of the accrual of interest). See "Risk Factors--Risks Related to the
Mortgage Loans--Balloon Loans May Present Greater Risk than Fully Amortizing
Loans" in this prospectus supplement.

     Prepayment Provisions.  All of the Mortgage Loans provided as of the
origination permit either (a) that voluntary prepayments are prohibited until
the final one to 36 scheduled monthly payments by the borrower under the
related Mortgage Loan documents including any payment due on the stated
maturity date of the related Mortgage Loan, during which voluntary prepayments
can be made without penalty, or (b) for a sequence of three periods as follows:


          (1) a period (a "Lock-out Period") during which voluntary principal
     prepayments are prohibited, followed by

          (2) a period (a "Prepayment Premium Period") during which any
     voluntary principal prepayment is to be accompanied by a premium, penalty
     or fee (a "Prepayment Premium"), followed by

          (3) a period (an "Open Period") during which voluntary principal
     prepayments may be made without an accompanying Prepayment Premium.

     Voluntary principal prepayments (after any Lock-out Period) may be made in
full or in some cases in part, subject to certain limitations and, during a
Prepayment Premium Period, payment of the applicable Prepayment Premium. As of
the Cut-off Date, the remaining Lock-out Periods ranged from nine to 176
scheduled monthly payments, nine to 175 scheduled monthly payments in Loan
Group 1 and 35 to 176 scheduled monthly payments in Loan Group 2. As of the
Cut-off-Date the weighted average remaining Lock-out Period was 83 scheduled
monthly payments (84 scheduled monthly payments in Loan Group 1 and 79
scheduled monthly payments in Loan Group 2). As of the Cut-off Date, the Open
Period ranged from one to 36 scheduled monthly payments prior to and including
the final scheduled monthly payment at maturity. The weighted average Open
Period was four scheduled monthly payments (four scheduled monthly payments in
Loan Group 1 and four scheduled monthly payments in Loan Group 2). Prepayment
Premiums on the Mortgage Loans are generally calculated on the basis of a yield
maintenance formula (subject, in certain instances, to a minimum equal to a
specified percentage of the principal amount prepaid). The prepayment terms of
each of the Mortgage Loans are more particularly described in Annex A to this
prospectus supplement.

     As more fully described in this prospectus supplement, Prepayment Premiums
actually collected on the Mortgage Loans will be distributed to the respective
Classes of Certificateholders in the amounts and priorities described under
"Description of the Certificates--Distributions--
Distributions of Prepayment Premiums" in this prospectus supplement. The
Depositor makes no representation as to the enforceability of the provision of
any Mortgage Loan requiring the payment of a Prepayment Premium or as to the
collectibility of any Prepayment Premium. See "Risk Factors--Risks Related to
the Mortgage Loans--Prepayment Premiums" in this prospectus supplement and
"Certain Legal Aspects of Mortgage Loans--Default Interest and Limitations on
Prepayments" in the accompanying prospectus.

     Defeasance. Ninety-three Mortgage Loans (75 Mortgage Loans in Loan Group 1
and 18 Mortgage Loans in Loan Group 2), representing 91.0% of the Initial Pool
Balance (89.4% of the Group 1 Balance and 98.3% of the Group 2 Balance), permit
the applicable borrower at any time


                                      S-81


after a specified period (the "Defeasance Lock-Out Period"), which is at least
two years from the Delivery Date, provided no event of default exists, to
obtain a release of a Mortgaged Property (or a portion thereof, if applicable)
from the lien of the related Mortgage (a "Defeasance Option"). The borrower
must meet certain conditions in order to exercise its Defeasance Option. Among
other conditions the borrower must pay on any Due Date (the "Release Date"):

          (1) all interest accrued and unpaid on the principal balance of the
     Note to and including the Release Date;

          (2) all other sums, excluding scheduled interest or principal
     payments, due under the Mortgage Loan and all other loan documents executed
     in connection therewith; and

          (3) an amount (the "Collateral Substitution Deposit") that will be
     sufficient to (a) purchase direct, non-callable obligations of the United
     States of America or other government securities permitted by law and under
     the related loan documents providing for payments on or prior to, but as
     close as possible to, all successive scheduled payment dates from the
     Release Date to the related maturity (or, in certain cases, to the
     commencement of the related Open Period) date in amounts sufficient to pay
     the scheduled payments (including payments due on the subordinate component
     of each of the CS Component Mortgage Loan and the RP Component Mortgage
     Loan) due on such dates under the Mortgage Loan or the defeased amount
     thereof in the case of a partial defeasance and (b) pay any costs and
     expenses incurred in connection with the purchase of such government
     obligations.

     In addition, the borrower must deliver a security agreement granting the
Trust Fund a first priority lien on the government securities or the Collateral
Substitution Deposit and, generally, an opinion of counsel to such effect.
Simultaneously with such actions, the related Mortgaged Property will be
released from the lien of the Mortgage Loan and the pledged government
securities (together with any Mortgaged Property not released, in the case of a
partial defeasance) will be substituted as the collateral securing the Mortgage
Loan. In general, a successor borrower established or designated pursuant to
the related loan documents will assume all of the defeased obligations of a
borrower exercising a Defeasance Option under a Mortgage Loan and the borrower
will be relieved of all of the defeased obligations thereunder. Under the
Pooling and Servicing Agreement, the Master Servicer is required to enforce any
provisions of the related Mortgage Loan documents that require, as a condition
to the exercise by the mortgagor of any defeasance rights, that the mortgagor
pay any costs and expenses associated with such exercise.

     The Depositor makes no representation as to the enforceability of the
defeasance provisions of any Mortgage Loan.

     Additionally, certain Mortgage Loans permit the release of a Mortgaged
Property or a portion of a Mortgaged Property where such property was given no
material value or little value in connection with loan origination and
underwriting criteria.


RELEASE OR SUBSTITUTION OF PROPERTIES

     The Mortgage Loans secured by more than one Mortgaged Property that permit
release of one or more of the Mortgaged Properties generally require that: (1)
prior to the release of a related Mortgaged Property, at least 110% of the
allocated loan amount for the Mortgaged Property be defeased and (2) certain
debt service coverage ratio and LTV Ratio tests be satisfied with respect to
the remaining Mortgaged Properties after the defeasance, among other things.

     In the case of one multi-property Mortgage Loan, representing 3.7% of the
Initial Pool Balance (4.5% of the Group 1 Balance), the related borrower may
obtain the release of either mortgaged property subject to compliance with
certain conditions, including (i) partial defeasance of the note in an amount
equal to 125% of allocated loan amount for the property known as 1600 K Street,
NW and 110% of allocated loan amount for 2115 Wisconsin Avenue, NW; (ii) if
partial defeasance occurs prior to December 1, 2007, re-amortization of
principal and interest payments; (iii) the debt service coverage ratio for the
remaining mortgaged property must exceed the combined debt service coverage
ratio for preceding 12 months; and (iv) the 1600 K Street, NW property cannot
be released until certain lease renewal or re-letting requirements have been
satisfied, among other things.


                                      S-82


     In addition, in the case of one Mortgage Loan, representing 2.0% of the
Initial Pool Balance (2.4% of the Group 1 Balance), the related borrower may
obtain the release of any mortgaged property subject to compliance with certain
conditions, including (i) partial defeasance of the Note in amount equal to
125% of allocated loan amount for the related release property; and (ii) the
debt service coverage ratio for the remaining property (excluding income from
leases that expire in the upcoming 12 months) must exceed the greater of (A)
the debt service coverage ratio for the preceding 12 months or (B) 1.21x, among
other things.

     In addition, in the case of one multi-property Mortgage Loan, representing
0.5% of the Initial Pool Balance (0.5% of the Group 1 Balance), the related
borrower may obtain the release of either mortgaged property subject to
compliance with certain conditions, including partial defeasance if the note is
an amount equal to 125% of the allocated loan amount for the related release
property.

     In addition, in the case of two or more cross-collateralized and
cross-defaulted Mortgage Loans, if one of the related borrowers, pursuant to
the terms of the related Mortgage Loan documents, defeases or transfers its
Mortgaged Property, the Mortgage Loan documents generally permit the borrower
under the defeased or transferred Mortgage Loan to obtain a release of the
defeased Mortgage Loan from the related cross, provided the related borrower
delivers an amount, generally equal to 25% of the principal balance of the
Mortgage Loan being defeased or transferred, to the mortgagee to be held as
additional collateral securing the other Mortgage Loan or Mortgage Loans, among
other things.

     "Due-on-Sale" and "Due-on-Encumbrance" Provisions. The Mortgage Loans
generally contain both "due-on-sale" (which includes, without limitation, sales
or transfers of the Mortgaged Property (in full or in part) or the sale,
transfer, pledge or hypothecation of direct or indirect interest in the related
Borrower or its owners) and "due-on-encumbrance" (which includes, without
limitation, any mezzanine financing of the related Borrower or of the related
Mortgaged Property or any sale, transfer or preferred equity in such Borrower
or its direct or indirect owners) clauses that in each case, subject to certain
limited exceptions, permit the holder of the Mortgage to accelerate the
maturity of the related Mortgage Loan if the borrower sells or otherwise
transfers or encumbers the related Mortgaged Property or prohibit the borrower
from doing so without the consent of the mortgagee. See "--Additional Mortgage
Loan Information--Subordinate Financing" herein. Certain of the Mortgage Loans
permit such sale, transfer or further encumbrance of the related Mortgaged
Property if certain specified conditions are satisfied or if the transfer is to
a borrower reasonably acceptable to the mortgagee. The Master Servicer and/or
the Special Servicer, as applicable, will determine, in a manner consistent
with the Servicing Standard and with the REMIC provisions, whether to exercise
any right the mortgagee may have under any such clause to accelerate payment of
the related Mortgage Loan upon, or to withhold its consent to, any transfer or
further encumbrance of the related Mortgaged Property (or whether any such
specified conditions to such sale, transfer or encumbrance have been
satisfied); provided that the Master Servicer will not waive any right that it
may have, or grant any consent that it may otherwise withhold (or make any
determination that such conditions have been satisfied) without obtaining the
consent of the Special Servicer. The Special Servicer's consent will be deemed
given if it does not respond within 15 business days following receipt by the
Special Servicer of the Master's Servicer's request for such consent and all
information reasonably requested by the Special Servicer as such time frame may
be extended if the Special Servicer is required to seek the consent of the
Directing Certificateholder, the CS Controlling Holder, the RP Controlling
Holder, the BC Controlling Holder or any Rating Agency, as described below. In
addition, the Special Servicer will not waive any right it has, or grant any
consent that it may otherwise withhold, under any related "due-on-sale" or
"due-on-encumbrance" clause for any Mortgage Loan (other than the CS Component
Mortgage Loan and the RP Component Mortgage Loan, provided that a CS Control
Appraisal Period or RP Control Appraisal Period, as the case may be, does not
exist with respect to the related Mortgage Loan and other than the Bank of
America Center Pari Passu Note A-3 Mortgage Loan, as described below) unless
the Directing Certificateholder has approved such waiver and consent, which
approval will be deemed given if the Directing Certificateholder does not
respond within ten business days after the Special Servicer has given a written
notice of the matter and a written explanation of the surrounding


                                      S-83



circumstances and a request for approval of a waiver or consent related to the
"due-on-encumbrance" or "due-on-sale clause" to the Directing
Certificateholder.


     With respect to the CS Component Mortgage Loan, if a CS Control Appraisal
Period does not exist, the Master Servicer with respect to those time periods
when the CS Mortgage Loan is a Non-Specially Serviced Mortgage Loan will not
waive any right that it may have, or grant any consent that it may otherwise
withhold under any related "due-on-sale" or "due-on-encumbrance" clause without
obtaining the consent of the Special Servicer, which consent by the Special
Servicer will not be given without the Special Servicer first obtaining the
consent of the CS Controlling Holder. With respect to the CS Component Mortgage
Loan, if a CS Control Appraisal Period does not exist, the Special Servicer
with respect to those time periods when the CS Component Mortgage Loan is a
Specially Serviced Mortgage Loan will not waive any right that it may have, or
grant any consent that it may otherwise withhold under any related
"due-on-sale" or "due-on-encumbrance" clause without obtaining the consent of
the CS Controlling Holder. With respect to the RP Component Mortgage Loan, if a
RP Control Appraisal Period does not exist, the Master Servicer with respect to
those time periods when the RP Mortgage Loan is a Non-Specially Serviced
Mortgage Loan will not waive any right that it may have, or grant any consent
that it may otherwise withhold under any related "due-on-sale" or
"due-on-encumbrance" clause without obtaining the consent of the Special
Servicer, which consent by the Special Servicer will not be given without the
Special Servicer first obtaining the consent of the RP Controlling Holder. With
respect to the RP Component Mortgage Loan, if a RP Control Appraisal Period
does not exist, the Special Servicer with respect to those time periods when
the RP Component Mortgage Loan is a Specially Serviced Mortgage Loan will not
waive any right that it may have, or grant any consent that it may otherwise
withhold under any related "due-on-sale" or "due-on-encumbrance" clause without
obtaining the consent of the RP Controlling Holder. In each case that the
consent of the CS Controlling Holder or RP Controlling Holder is required with
respect to a "due-on-sale" or "due-on-encumbrance" provision, each such party's
consent will be deemed granted if such party does not respond to a request for
its consent within ten business days of its receipt of a written notice of the
matter and a written explanation of the surrounding circumstances.

     Notwithstanding the foregoing, with respect to any Mortgage Loan, with an
outstanding principal balance of greater than $5,000,000 (except with respect
to the Bank of America Center Pari Passu Note A-3 Mortgage Loan which is
governed by the Bank of America Center Pooling and Servicing Agreement) that
(i) represents greater than 5% of the outstanding principal balance of the
Mortgage Pool, (ii) has an outstanding principal balance of greater than
$20,000,000, or (iii) is one of the ten largest Mortgage Loans based on the
then outstanding principal balance, neither the Master Servicer nor Special
Servicer may waive any right it has, or grant any consent it is otherwise
entitled to withhold, under any related "due-on-sale" clause until it has
received written confirmation from each Rating Agency (as set forth in the
Pooling and Servicing Agreement) that such action would not result in the
downgrade, qualification (if applicable) or withdrawal of the rating then
assigned by such Rating Agency to any Class of Certificates. In addition, with
respect to any Mortgage Loan that represents greater than 5% of the outstanding
principal balance of the Mortgage Pool, is one of the ten largest Mortgage
Loans based on outstanding principal balance or has an outstanding principal
balance of greater than $20,000,000, neither the Master Servicer nor the
Special Servicer may waive any right it has, or grant any consent it is
otherwise entitled to withhold, under any related "due-on-encumbrance" clause
until it has received written confirmation from each Rating Agency (as set
forth in the Pooling and Servicing Agreement) that such action would not result
in the downgrade, qualification (if applicable) or withdrawal of the rating
then assigned by such Rating Agency to any Class of Certificates if, after
taking into consideration any additional indebtedness secured by the Mortgaged
Property, the loan to value ratio for such Mortgage Loan would be greater than
85% or the debt service coverage ratio would be less than 1.20x.
Notwithstanding the foregoing, the existence of any additional indebtedness may
increase the difficulty of refinancing the related mortgage loan at maturity
and the possibility that reduced cash flow could result in deferred
maintenance. Also, if the holder of the additional debt has filed for
bankruptcy or been placed in involuntary receivership, foreclosure of the
related mortgage loan


                                      S-84



could be delayed. See "The Pooling and Servicing Agreements--Due-on-Sale and
Due-on-Encumbrance Provisions" and "Certain Legal Aspects of Mortgage
Loans--Due-on-Sale and Due-on-Encumbrance" in the accompanying prospectus.


CS COMPONENT MORTGAGE LOAN

     The ownership interest in Loan No. GA20413 (the "CS Component Mortgage
Loan") will be split into a senior interest (the "CS Senior Component") and a
subordinate interest (the "CS Subordinate Component"). The Cut-off Date Balance
of the CS Senior Component will equal approximately $77,000,000, representing
5.7% of the Initial Pool Balance (6.9% of the Group 1 Balance). All
distributions of principal and interest with respect to the CS Senior Component
will be distributed to the Certificates as described in this prospectus
supplement. The holders of the CS Subordinate Component are only entitled on
any Distribution Date to amounts collected on the CS Component Mortgage Loan to
the extent remaining after application of such collections to distributions on
the Distribution Date in respect of the CS Senior Component as described in
this prospectus supplement under "Description of the
Certificates--Distributions--Class CS Certificates and the CS Component
Mortgage Loan"; provided, however, prepayment premiums actually collected in
respect of the CS Component Mortgage Loan shall be allocated to the CS Senior
Component and the CS Subordinate Component, pro rata, based upon their
outstanding principal balances.

     If the CS Component Mortgage Loan becomes a Defaulted Mortgage Loan, the
CS Controlling Holder will have the option, but not the obligation, to purchase
the CS Component Mortgage Loan (including the CS Subordinate Component) from
the Trust Fund at a price equal to the Purchase Price thereof. The Purchase
Price paid in connection with such purchase will be applied as described under
"Description of the Certificates--Distributions--Class CS Certificates and the
CS Component Mortgage Loan". For more information regarding the relationship
between the CS Senior Component and the CS Subordinate Component, see
"Description of the Certificates" in this prospectus supplement.


RP COMPONENT MORTGAGE LOAN

     The ownership interest in Loan No. GA20315 (the "RP Component Mortgage
Loan") will be split into a senior interest (the "RP Senior Component") and
four subordinate interests (each, an "RP Subordinate Components"). The Class RP
Subordinate Components consist of the "RP-1 Component", the "RP-2 Component",
the "RP-3 Component" and the "RP-4 Component". The Cut-off Date Balance of the
RP Senior Component will equal approximately $52,000,000, representing 3.8% of
the Initial Pool Balance (4.6% of the Group 1 Balance). All distributions of
principal and interest with respect to the RP Senior Component will be
distributed to the Certificates as described in this prospectus supplement. The
holders of the RP Subordinate Components are only entitled on any Distribution
Date to amounts collected on the RP Component Mortgage Loan to the extent
remaining after application of such collections to distributions on the
Distribution Date in respect of the RP Senior Component as described in this
prospectus supplement under "Description of the
Certificates--Distributions--Class RP Certificates and the RP Component
Mortgage Loan"; provided, however, prepayment premiums actually collected in
respect of the RP Component Mortgage Loan shall be allocated to the RP Senior
Component and the RP Subordinate Components, pro rata, based upon their
outstanding principal balances.

     If the RP Component Mortgage Loan becomes a Defaulted Mortgage Loan, the
RP Controlling Holder will have the option, but not the obligation, to purchase
the RP Component Mortgage Loan (including the RP Subordinate Components) from
the Trust Fund at a price equal to the Purchase Price thereof. The Purchase
Price paid in connection with such purchase will be applied as described under
"Description of the Certificates--Distributions--Class RP Certificates and the
RP Component Mortgage Loan". For more information regarding the relationship
between the RP Senior Component and the RP Subordinate Components, see
"Description of the Certificates" in this prospectus supplement.


                                      S-85



BANK OF AMERICA CENTER WHOLE LOAN

     The Bank of America Center Pari Passu Note A-3 is one of three mortgage
loans that are part of a split loan structure that is secured by the same
mortgage instrument on the related mortgaged property (the "Bank of America
Center Mortgaged Property") comprised of three pari passu notes with aggregate
principal balances as of the Cut-off Date of $253,000,000, $130,000,000 and
$137,000,000 (the "Bank of America Center Pari Passu Note A-1", the "Bank of
America Center Pari Passu Note A-2" and the "Bank of America Center Pari Passu
Note A-3", respectively). The Bank of America Center Pari Passu Note A-1 and
the Bank of America Center Pari Passu Note A-2 are pari passu in right of
payment to the Bank of America Center Pari Passu Note A-3. However, a
subordinate portion of the Bank of America Center Pari Passu Note A-1 has been
subordinated to the Bank of America Center Pari Passu Note A-2, the Bank of
America Center Pari Passu Note A-3 and the remaining portion of the Bank of
America Center Pari Passu Note A-1. As used in this prospectus supplement, the
term "Bank of America Center Whole Loan" refers to the Bank of America Center
Pari Passu Note A-1, the Bank of America Center Pari Passu Note A-2 and the
Bank of America Center Pari Passu Note A-3.

     As of the Cut-off Date, the Bank of America Center Pari Passu Note A-1 is
owned by a trust (the "Bank of America Center Pari Passu Note A-1 Trust")
created pursuant to a pooling and servicing agreement relating to the Banc of
America Commercial Mortgage Inc., Commercial Mortgage Pass-Through
Certificates, Series 2004-4 transaction, dated as of October 1, 2004 (the "Bank
of America Center Pooling and Servicing Agreement" among Banc of America
Commercial Mortgage Inc., as depositor (the "Bank of America Center Pari Passu
Note A-1 Depositor"), Bank of America, N.A., as master servicer (the "Bank of
America Center Master Servicer"), Midland Loan Services, Inc., as special
servicer (the "Bank of America Center Special Servicer"), LaSalle Bank National
Association, as trustee (the "Bank of America Center Trustee"), and ABN AMRO
Bank N.V., as fiscal agent (the "Bank of America Center Fiscal Agent"). As of
the Cut-off Date, the Bank of America Center Pari Passu Note A-2 is owned by a
trust created pursuant to a pooling and servicing agreement relating to the
Merrill Lynch Mortgage Trust, Commercial Mortgage Pass-Though Certificates,
Series 2004-BPC1 transaction, dated as of November 1, 2004 among Merrill Lynch
Mortgage Investors, Inc., as depositor, Midland Loan Services, Inc., as master
servicer, J.E. Robert Company, Inc., as special servicer, LaSalle Bank National
Association, as trustee and ABN AMRO Bank N.V., as fiscal agent (the "2004 BPC1
Pooling and Servicing Agreement").

     An intercreditor agreement (the "Bank of America Center Intercreditor
Agreement") among the holder of the Bank of America Center Pari Passu Note A-1
(the "Bank of America Center Pari Passu Note A-1 Noteholder"), the holder of
the Bank of America Center Pari Passu Note A-2 (the "Bank of America Center
Pari Passu Note A-2 Noteholder") and the holder of the Bank of America Center
Pari Passu Note A-3 (the "Bank of America Center Pari Passu Note A-3
Noteholder") sets forth the rights of the noteholders. The Bank of America
Center Pari Passu Note A-1 Noteholder, the Bank of America Center Pari Passu
Note A-2 Noteholder and the Bank of America Center Pari Passu Note A-3
Noteholder, each a "Bank of America Center Pari Passu Noteholder" and,
collectively, the "Bank of America Center Pari Passu Noteholders". The Bank of
America Center Intercreditor Agreement generally provides that the mortgage
loans that comprise the Bank of America Center Whole Loan will be serviced and
administered pursuant to the terms of the Bank of America Center Pooling and
Servicing Agreement.

     Pursuant to the Bank of America Center Intercreditor Agreement, a
$103,000,000 portion of the principal balance of the Bank of America Center
Pari Passu Note A-1 (the "Bank of America Center Note A-1 Junior Portion") is
subordinate under certain circumstances with respect to payments received with
respect to the Bank of America Center Whole Loan relative to the Bank of
America Center Pari Passu Note A-2, Bank of America Center Pari Passu Note A-3,
and the remaining $150,000,000 portion (the "Bank of America Center Note A-1
Senior Portion") of the principal balance of the Bank of America Center Pari
Passu Note A-1. The Bank of America Center Intercreditor Agreement generally
provides that expenses, losses and shortfalls relating to the Bank of America
Center Whole Loan will be allocated first to the Bank of America Center Note
A-1 Junior


                                      S-86



Portion and then pro rata among the Bank of America Center Note A-1 Senior
Portion, the Bank of America Center Pari Passu Note A-2 and the Bank of America
Center Pari Passu Note A-3.

     Pursuant to the terms of the Bank of America Center Intercreditor
Agreement, prior to the occurrence of a monetary or material event of default
with respect to the Bank of America Center Whole Loan, after payment or
reimbursement of certain servicing fees, special servicing fees, trust fund
expenses and/or advances and various expenses, costs and liabilities referenced
in the Bank of America Center Intercreditor Agreement, all payments and
proceeds received with respect to the Bank of America Center Whole Loan will be
generally paid in the following manner:

     (i) first, pro rata, based on the interest accrued on the then outstanding
     principal balances of the Bank of America Center Note A-1 Senior Portion,
     the Bank of America Center Pari Passu Note A-2, the Bank of America Center
     Pari Passu Note A-3 and the Bank of America Center Note A-1 Junior Portion,
     to (A) the Bank of America Center Pari Passu Note A-1 Noteholder (in
     respect of the Bank of America Center Note A-1 Senior Portion) in an amount
     equal to the accrued and unpaid interest on the outstanding principal
     balance of the Bank of America Center Note A-1 Senior Portion, (B) the Bank
     of America Center Pari Passu Note A-2 Noteholder in an amount equal to the
     accrued and unpaid interest on the outstanding principal balance of the
     Bank of America Center Pari Passu Note A-2 and (C) the Bank of America
     Center Pari Passu Note A-3 Noteholder in an amount equal to the accrued and
     unpaid interest on the outstanding principal balance of the Bank of America
     Center Pari Passu Note A-3;

     (ii) second, to Bank of America Center Pari Passu Note A-1 Noteholder (in
     respect of the Bank of America Center Note A-1 Senior Portion), the Bank of
     America Center Pari Passu Note A-2 Noteholder and the Bank of America
     Center Pari Passu Note A-3 Noteholder, in an amount equal to its pro rata
     portion, based on the then outstanding principal balances of the Bank of
     America Center Note A-1 Senior Portion, the Bank of America Center Pari
     Passu Note A-2, the Bank of America Center Pari Passu Note A-3 and the Bank
     of America Center Note A-1 Junior Portion, of all principal payments
     collected on the Bank of America Center Whole Loan, to be applied in
     reduction of the outstanding principal balances of the Bank of America
     Center Note A-1 Senior Portion, the Bank of America Center Pari Passu Note
     A-2 and the Bank of America Center Pari Passu Note A-3;

     (iii) third, to the Bank of America Center Pari Passu Note A-1 Noteholder
     (in respect of the Bank of America Center Note A-1 Junior Portion) in an
     amount equal to the accrued and unpaid interest on the outstanding
     principal balance of the Bank of America Center Note A-1 Junior Portion;

     (iv) fourth, to the Bank of America Center Pari Passu Note A-1 Noteholder
     (in respect of the Bank of America Center Note A-1 Junior Portion), in an
     amount equal to its pro rata portion, based on the then outstanding
     principal balances of the Bank of America Center Note A-1 Senior Portion,
     the Bank of America Center Pari Passu Note A-2, the Bank of America Center
     Pari Passu Note A-3 and the Bank of America Center Note A-1 Junior Portion,
     of all principal payments collected on the Bank of America Center Whole
     Loan, to be applied in reduction of the outstanding principal balance of
     the Bank of America Center Note A-1 Junior Portion;

     (v) fifth, to the Bank of America Center Pari Passu Note A-1 Noteholder (in
     respect of the Bank of America Center Note A-1 Senior Portion), the Bank of
     America Center Pari Passu Note A-2 Noteholder, the Bank of America Center
     Pari Passu Note A-3 Noteholder and the Bank of America Center Pari Passu
     Note A-1 Noteholder (in respect of the Bank of America Center Note A-1
     Junior Portion), pro rata, based on the then outstanding principal balances
     of the Bank of America Center Note A-1 Senior Portion, the Bank of America
     Center Pari Passu Note A-2, the Bank of America Center Pari Passu Note A-3
     and the Bank of America Center Note A-1 Junior Portion, in an amount equal
     to any prepayment premium actually received in respect of the Bank of
     America Center Whole Loan, each such amount to be determined (A) if such
     prepayment premium is in the nature of a fixed percentage of the amount
     prepaid, by multiplying such percentage by the portion of the Bank of
     America Center Note A-1 Senior Portion, the Bank of America Center Pari
     Passu Note A-2, the Bank of America Center Pari


                                      S-87


     Passu Note A-3 or the Bank of America Center Note A-1 Junior Portion that
     is being prepaid and (B) if the prepayment premium is a "yield maintenance"
     or "spread maintenance" premium, by separately computing the prepayment
     premium for each of the Bank of America Center Note A-1 Senior Portion, the
     Bank of America Center Pari Passu Note A-2, the Bank of America Center Pari
     Passu Note A-3 and the Bank of America Center Note A-1 Junior Portion based
     on the formula provided in the Bank of America Center Whole Loan documents
     but calculated (w) with respect to the Bank of America Center Pari Passu
     Note A-1 Noteholder (in respect of the Bank of America Center Note A-1
     Senior Portion), based on the rate at which interest accrues on the Bank of
     America Center Note A-1 Senior Portion and the principal balance of the
     Bank of America Center Note A-1 Senior Portion being prepaid, (x) with
     respect to the Bank of America Center Pari Passu Note A-2 Noteholder, based
     on the rate at which interest accrues on the Bank of America Center Pari
     Passu Note A-2 and the principal balance of the Bank of America Center Pari
     Passu Note A-2 being prepaid, (y) with respect to the Bank of America
     Center Pari Passu Note A-3 Noteholder, based on the rate at which interest
     accrues on the Bank of America Center Pari Passu Note A-3 and the principal
     balance of the Bank of America Center Pari Passu Note A-3 being prepaid and
     (z) with respect to the Bank of America Center Pari Passu Note A-1
     Noteholder (in respect of the Bank of America Center Note A-1 Junior
     Portion), based on the rate at which interest accrues on the Bank of
     America Center Note A-1 Junior Portion and the principal balance of the
     Bank of America Center Note A-1 Junior Portion being prepaid;

     (vi) sixth, any default interest in excess of the interest paid in
     accordance with clauses (i) and (iii) of this paragraph, to the extent
     collected and not applied to trust fund expenses or to interest on advances
     or payable to any party other than a Bank of America Center Noteholder
     pursuant to the Bank of America Center Pooling and Servicing Agreement, to
     the Bank of America Center Pari Passu Note A-1 Noteholder (in respect of
     the Bank of America Center Note A-1 Senior Portion), the Bank of America
     Center Pari Passu Note A-2 Noteholder , the Bank of America Center Pari
     Passu Note A-3 Noteholder and the Bank of America Center Pari Passu Note
     A-1 Noteholder (in respect of the Bank of America Center Note A-1 Junior
     Portion), each in an amount equal to their pro rata portion of such default
     interest (based on the then outstanding principal balances of the Bank of
     America Center Note A-1 Senior Portion, the Bank of America Center Pari
     Passu Note A-2, the Bank of America Center Pari Passu Note A-3 and the Bank
     of America Center Note A-1 Junior Portion);

     (vii) seventh, any amounts that represent late payment charges, other than
     prepayment premiums or default interest, actually collected on the Bank of
     America Center Whole Loan, to the extent not applied to trust fund expenses
     or to interest on advances or payable to any party other than a Bank of
     America Center Noteholder pursuant to the Bank of America Center Pooling
     and Servicing Agreement, to the Bank of America Center Pari Passu Note A-1
     Noteholder (in respect of the Bank of America Center Note A-1 Senior
     Portion), the Bank of America Center Pari Passu Note A-2 Noteholder , the
     Bank of America Center Pari Passu Note A-3 Noteholder and the Bank of
     America Center Pari Passu Note A-1 Noteholder (in respect of the Bank of
     America Center Note A-1 Junior Portion), each in an amount equal to their
     pro rata portion of such amounts (based on the then outstanding principal
     balances of the Bank of America Center Note A-1 Senior Portion, the Bank of
     America Center Pari Passu Note A-2, the Bank of America Center Pari Passu
     Note A-3 and the Bank of America Center Note A-1 Junior Portion); and

     (viii) eighth, if any excess amount is paid by the related borrower and is
     not required to be returned to the related borrower or to any party other
     than the Bank of America Center Pari Passu Noteholders pursuant to the Bank
     of America Center Pooling and Servicing Agreement and not otherwise applied
     in accordance with the foregoing clauses (i) through (vii) of this
     paragraph, to the Bank of America Center Pari Passu Note A-1 Noteholder (in
     respect of the Bank of America Center Note A-1 Senior Portion), the Bank of
     America Center Pari Passu Note A-2 Noteholder, the Bank of America Center
     Pari Passu Note A-3 Noteholder and the Bank of America Center Pari Passu
     Note A-1 Noteholder (in respect of the Bank of America Center Note


                                      S-88


     A-1 Junior Portion), each in an amount equal to their pro rata portion of
     such excess (based on the original principal balances of the Bank of
     America Center Note A-1 Senior Portion, the Bank of America Center Pari
     Passu Note A-2, the Bank of America Center Pari Passu Note A-3 and the Bank
     of America Center Note A-1 Junior Portion).

     Following the occurrence and during the continuance of a monetary or
material event of default with respect to the Bank of America Center Whole
Loan, after payment or reimbursement of certain servicing fees, special
servicing fees, trust fund expenses and/or advances and various expenses, costs
and liabilities referenced in the Bank of America Center Intercreditor
Agreement, all payments and proceeds received with respect to the Bank of
America Center Note A-1 Junior Portion will be subordinated to all payments
under the Bank of America Center Note A-1 Senior Portion, the Bank of America
Center Pari Passu Note A-2 and the Bank of America Center Pari Passu Note A-3
and the amounts received with respect to the Bank of America Center Whole Loan
will generally be paid in the following manner:

     (i) first, pro rata, based on the interest accrued on the then outstanding
     principal balances of only the Bank of America Center Note A-1 Senior
     Portion, the Bank of America Center Pari Passu Note A-2 and the Bank of
     America Center Pari Passu Note A-3, to (A) the Bank of America Center Pari
     Passu Note A-1 Noteholder (in respect of the Bank of America Center Note
     A-1 Senior Portion) in an amount equal to the accrued and unpaid interest
     on the outstanding principal balance of the Bank of America Center Note A-1
     Senior Portion, (B) the Bank of America Center Pari Passu Note A-2
     Noteholder in an amount equal to the accrued and unpaid interest on the
     outstanding principal balance of the Bank of America Center Pari Passu Note
     A-2 and (C) the Bank of America Center Pari Passu Note A-3 Noteholder in an
     amount equal to the accrued and unpaid interest on the outstanding
     principal balance of the Bank of America Center Pari Passu Note A-3;

     (ii) second, to the Bank of America Center Pari Passu Note A-1 Noteholder
     (in respect of the Bank of America Center Note A-1 Senior Portion), the
     Bank of America Center Pari Passu Note A-2 Noteholder and the Bank of
     America Center Pari Passu Note A-3 Noteholder, each in an amount equal to
     their pro rata portion, based on the then outstanding principal balances of
     only the Bank of America Center Note A-1 Senior Portion, the Bank of
     America Center Pari Passu Note A-2 and the Bank of America Center Pari
     Passu Note A-3, of all principal payments collected on the Bank of America
     Center Whole Loan, to be applied in reduction of such outstanding principal
     balances until such balances have been reduced to zero;

     (iii) third, to the Bank of America Center Pari Passu Note A-1 Noteholder
     (in respect of the Bank of America Center Note A-1 Senior Portion), the
     Bank of America Center Pari Passu Note A-2 Noteholder and the Bank of
     America Center Pari Passu Note A-3 Noteholder, pro rata, based on the then
     outstanding principal balances of only the Bank of America Center Note A-1
     Senior Portion, the Bank of America Center Pari Passu Note A-2 and the Bank
     of America Center Pari Passu Note A-3, in an amount equal to any prepayment
     premium actually received in respect of the Bank of America Center Whole
     Loan, each such amount to be determined (A) if such prepayment premium is
     in the nature of a fixed percentage of the amount prepaid, by multiplying
     such percentage by the portion of the Bank of America Center Note A-1
     Senior Portion, the Bank of America Center Pari Passu Note A-2 or the Bank
     of America Center Pari Passu Note A-3 that is being prepaid and (B) if the
     prepayment premium is a "yield maintenance" or "spread maintenance"
     premium, by separately computing the prepayment premium for each of the
     Bank of America Center Note A-1 Senior Portion, the Bank of America Center
     Pari Passu Note A-2 and the Bank of America Center Pari Passu Note A-3
     based on the formula provided in the Bank of America Center Whole Loan
     documents but calculated (x) with respect to the Bank of America Center
     Note A-1 Senior Portion, based on the rate at which interest accrues on the
     Bank of America Center Note A-1 Senior Portion and the principal balance of
     the Bank of America Center Note A-1 Senior Portion being prepaid, (y) with
     respect to the Bank of America Center Pari Passu Note A-2 Noteholder, based
     on the rate at which interest accrues on the Bank of America Center Pari
     Passu Note A-2 and the principal balance of the Bank of America Center Pari
     Passu Note A-2 being prepaid and (z) with respect to the


                                      S-89


     Bank of America Center Pari Passu Note A-3 Noteholder, based on the rate at
     which interest accrues on the Bank of America Center Pari Passu Note A-3
     and the principal balance of the Bank of America Center Pari Passu Note A-3
     being prepaid;

     (iv) fourth, to the Bank of America Center Pari Passu Note A-1 Noteholder
     (in respect of the Bank of America Center Note A-1 Junior Portion) in an
     amount equal to the accrued and unpaid interest on the outstanding
     principal balance of the Bank of America Center Note A-1 Junior Portion;

     (v) fifth, to the Bank of America Center Pari Passu Note A-1 Noteholder (in
     respect of the Bank of America Center Note A-1 Junior Portion) in an amount
     equal to the remaining principal payments collected on the Bank of America
     Center Whole Loan, to be applied in reduction of the outstanding principal
     balance of the Bank of America Center Note A-1 Junior Portion until such
     balance has been reduced to zero;

     (vi) sixth, to the Bank of America Center Pari Passu Note A-1 Noteholder
     (in respect of the Bank of America Center Note A-1 Junior Portion), in an
     amount equal to any prepayment premium actually received in respect of the
     Bank of America Center Whole Loan, such amount to be determined (A) if such
     prepayment premium is in the nature of a fixed percentage of the amount
     prepaid, by multiplying such percentage by the portion of the Bank of
     America Center Note A-1 Junior Portion that is being prepaid and (B) if the
     prepayment premium is a "yield maintenance" or "spread maintenance"
     premium, by computing the prepayment premium for the Bank of America Center
     Note A-1 Junior Portion based on the formula provided in the Bank of
     America Center Whole Loan documents but based on the rate at which interest
     accrues on the Bank of America Center Note A-1 Junior Portion and the
     principal balance of the Bank of America Center Note A-1 Junior Portion
     being prepaid;

     (vii) seventh, any default interest in excess of the interest paid in
     accordance with clauses (i) and (iv) of this paragraph, to the extent
     collected and not applied to trust fund expenses or to interest on advances
     or payable to any party other than a Bank of America Center Noteholder
     pursuant to the Bank of America Center Pooling and Servicing Agreement, to
     the Bank of America Center Pari Passu Note A-1 Noteholder (in respect of
     the Bank of America Center Note A-1 Senior Portion), the Bank of America
     Center Pari Passu Note A-2 Noteholder, the Bank of America Center Pari
     Passu Note A-3 Noteholder and the Bank of America Center Pari Passu Note
     A-1 Noteholder (in respect of the Bank of America Center Note A-1 Junior
     Portion), each in an amount equal to their pro rata portion, based on the
     then outstanding principal balances of the Bank of America Center Note A-1
     Senior Portion, the Bank of America Center Pari Passu Note A-2, the Bank of
     America Center Pari Passu Note A-3 and the Bank of America Center Note A-1
     Junior Portion, of such default interest;

     (viii) eighth, any amounts that represent late payment charges, other than
     prepayment premiums or default interest, actually collected on the Bank of
     America Center Whole Loan, to the extent not applied to trust fund expenses
     or to interest on advances or payable to any party other than a Bank of
     America Center Noteholder pursuant to the Bank of America Center Pooling
     and Servicing Agreement, to the Bank of America Center Pari Passu Note A-1
     Noteholder (in respect of the Bank of America Center Note A-1 Senior
     Portion), the Bank of America Center Pari Passu Note A-2 Noteholder, the
     Bank of America Center Pari Passu Note A-3 Noteholder and the Bank of
     America Center Pari Passu Note A-1 Noteholder (in respect of the Bank of
     America Center Note A-1 Junior Portion), each in an amount equal to their
     pro rata portion, based on the then outstanding principal balances of the
     Bank of America Center Note A-1 Senior Portion, the Bank of America Center
     Pari Passu Note A-2, the Bank of America Center Pari Passu Note A-3 and the
     Bank of America Center Note A-1 Junior Portion, of such amounts; and

     (ix) ninth, if any excess amount is paid by the related borrower and is not
     required to be returned to the related borrower or to a party other than
     the Bank of America Center Pari Passu Noteholders pursuant to the Bank of
     America Center Pooling and Servicing Agreement and not otherwise applied in
     accordance with the foregoing clauses (i) through (viii) of this paragraph,



                                      S-90


     to the Bank of America Center Pari Passu Note A-1 Noteholder (in respect of
     the Bank of America Center Note A-1 Senior Portion), the Bank of America
     Center Pari Passu Note A-2 Noteholder, the Bank of America Center Pari
     Passu Note A-3 Noteholder and the Bank of America Center Pari Passu Note
     A-1 Noteholder (in respect of the Bank of America Center Note A-1 Junior
     Portion), each in an amount equal to their pro rata portion, based on the
     original principal balances of the Bank of America Center Note A-1 Senior
     Portion, the Bank of America Center Pari Passu Note A-2, the Bank of
     America Center Pari Passu Note A-3 and the Bank of America Center Note A-1
     Junior Portion, of such excess.

     Upon the Bank of America Center Whole Loan becoming (i) delinquent 60 days
or more in respect of a monthly payment (not including the balloon payment) or
(ii) delinquent in respect of its balloon payment unless the Bank of America
Center Master Servicer has, on or prior to the due date of such balloon
payment, received written evidence from an institutional lender of such
lender's binding commitment to refinance the Bank of America Center Whole Loan
within 60 days after the due date of such balloon payment, in either case such
delinquency to be determined without giving effect to any grace period
permitted by the Bank of America Center Whole Loan documents and without regard
to any acceleration of payments under the Bank of America Center Whole Loan
documents, or (iii) as to which the Bank of America Center Master Servicer or
Bank of America Center Special Servicer has, by written notice to the related
mortgagor, accelerated the maturity, until the outstanding principal balance of
the Bank of America Center Note A-1 Junior Portion has been reduced to zero (at
which point there will be no such purchase right) (the "Bank of America Center
Purchase Option Holder"), will have the right (but not the obligation) prior to
any other party, subject to the repurchase rights of the Bank of America Center
mezzanine lenders pursuant to the related mezzanine intercreditor agreement, to
purchase the Bank of America Center Whole Loan at the Bank of America Center
Repurchase Price (as defined below) and, upon written notice and subject to the
timing requirements in the Bank of America Center Intercreditor Agreement, the
Special Servicer will be required to sell the Bank of America Center Whole Loan
to the Bank of America Center Purchase Option Holder on a mutually designated
date.

     Following the reduction of the Bank of America Center Note A-1 Junior
Portion to zero, no person will have a preferential option to purchase the
entire Bank of America Center Whole Loan. However, the Bank of America Center
Pari Passu Note A-3 itself will be subject to the defaulted mortgage loan
purchase option procedures described in this prospectus supplement under
"Servicing of the Mortgage Loans--Defaulted Mortgage Loans; Purchase Option".

     The "Bank of America Center Repurchase Price" means, with respect to the
Bank of America Center Whole Loan, a cash price equal to the sum of, without
duplication, (a) the principal balances of the Bank of America Center Note A-1
Senior Portion, the Bank of America Center Note A-1 Junior Portion, the Bank of
America Center Pari Passu Note A-2 and the Bank of America Center Pari Passu
Note A-3, as applicable, (b) accrued and unpaid interest thereon from the
payment date under the Bank of America Center Note A-1 Senior Portion, the Bank
of America Center Pari Passu Note A-2, the Bank of America Center Pari Passu
Note A-3 and the Bank of America Center Note A-1 Junior Portion, as applicable,
as to which interest was last paid in full by the borrower up to and including
the end of the interest accrual period relating to the payment date next
following the date the purchase occurred, (c) all unreimbursed advances with
respect to the Bank of America Center Note A-1 Senior Portion, the Bank of
America Center Pari Passu Note A-2, the Bank of America Center Pari Passu Note
A-3 and the Bank of America Center Note A-1 Junior Portion, as applicable,
together with interest thereon at the reimbursement rate under the Bank of
America Center Pooling and Servicing Agreement including any master servicing
compensation and special servicing compensation, (d) certain unreimbursed costs
and expenses with respect to the Bank of America Center Note A-1 Senior
Portion, the Bank of America Center Pari Passu Note A-2, the Bank of America
Center Pari Passu Note A-3 and the Bank of America Center Note A-1 Junior
Portion, as applicable, (e) any other additional trust fund expenses with
respect to the Bank of America Center Note A-1 Senior Portion, the Bank of
America Center Pari Passu Note A-2, the Bank of America Center Pari Passu Note
A-3 and the Bank of America Center Note A-1 Junior Portion, as applicable, and
(f) any liquidation fees payable in connection with the purchase of the Bank of
America Center


                                      S-91


Note A-1 Senior Portion, the Bank of America Center Pari Passu Note A-2, the
Bank of America Center Pari Passu Note A-3 and the Bank of America Center Note
A-1 Junior Portion, as applicable; provided, however, that the Bank of America
Center Repurchase Price will not be reduced by any outstanding principal and/or
interest advance.

     The owner of the borrower under the Bank of America Center Whole Loan is
also subject to existing mezzanine debt. With respect to such mezzanine debt,
the mortgagee and the mezzanine lenders have entered into a mezzanine
intercreditor agreement which sets forth the rights of the parties. Pursuant to
such intercreditor agreement, the mezzanine lenders, among other things, have
subordinated the mezzanine loan documents to the Bank of America Center Whole
Loan documents and have the option to cure and/or purchase the Bank of America
Center Whole Loan if it becomes defaulted.

     If the Bank of America Center Master Servicer, the Bank of America Center
Special Servicer, the Bank of America Center Trustee or the Bank of America
Center Fiscal Agent makes any servicing advance under the Bank of America
Center Pooling and Servicing Agreement that becomes a nonrecoverable advance or
pays any fees, costs or expenses that related directly to the servicing of the
Bank of America Center Pari Passu Note A-1, Bank of America Center Pari Passu
Note A-2 or Bank of America Center Pari Passu Note A-3 as to which such party
is entitled to be reimbursed pursuant to the Bank of America Center Pooling and
Servicing Agreement (including master servicing fees, special servicing fees,
liquidation fees and workout fees payable under the Bank of America Center
Pooling and Servicing Agreement) and such party is unable to recover any
proportionate share of such advance, fees, costs or expenses, including
interest thereon, as contemplated in the Bank of America Center Intercreditor
Agreement, the Bank of America Center Pari Passu Noteholders will be jointly
and severally liable for such servicing advance, fees, costs or expenses,
including interest thereon. Since each of the Bank of America Center Pari Passu
Note A-1, Bank of America Center Pari Passu Note A-2 and Bank of America Center
Pari Passu Note A-3 are assets in a securitization, the related trust will
assume, as the Bank of America Center Pari Passu Noteholders, the foregoing
obligations and the Bank of America Center Master Servicer, the Bank of America
Center Special Servicer, the Bank of America Center Trustee or the Bank of
America Center Fiscal Agent under the Bank of America Center Pooling and
Servicing Agreement, as the case may be, may seek the entire unpaid balance of
the related advance, fees, costs or expenses, including interest thereon, from
general collections in the related trust's collection account.


ICG PORTFOLIO WHOLE LOAN AND SUMMIT PLACE APARTMENTS WHOLE LOAN

     With respect to one mortgage loan (Loan No. 760032545 (the "ICG Portfolio
Mortgage Loan"), representing approximately 3.7% of the Initial Pool Balance
(4.5% of the Group 1 Balance)), the related mortgaged property also secures a
subordinate loan (the "ICG Portfolio B Note" and, together with the ICG
Portfolio Mortgage Loan, the "ICG Portfolio Whole Loan"). With respect to one
mortgage loan (Loan No. 760032898 (the "Summit Place Apartments Mortgage Loan"
and, together with the ICG Portfolio Mortgage Loan, the "CBA Mortgage Loans")),
representing approximately 0.5% of the Initial Pool Balance (2.6% of the Group
2 Balance), the related mortgaged property also secures a subordinate loan (the
"Summit Place Apartments B Note" and, together with the Summit Place Apartments
Mortgage Loan, the "Summit Place Apartments Whole Loan"). The ICG Portfolio B
Note and the Summit Place Apartments B Note are collectively referred to in
this prospectus supplement as the "CBA B Notes". Each CBA Mortgage Loan,
together with the applicable CBA B Note, shall be referred to in this
prospectus supplement as a "CBA Whole Loan".

     The ICG Portfolio B Note is subordinate in right of payment to the ICG
Portfolio Mortgage Loan and has an unpaid principal balance as of the Cut-off
Date of $3,000,000. The Summit Place Apartments B Note is subordinate in right
of payment to the Summit Place Apartments Mortgage Loan and has an unpaid
principal balance as of the Cut-off Date of $400,000. Only the CBA Mortgage
Loans are included in the trust. The CBA B Notes are not assets of the trust.

     The holders of each CBA Mortgage Loan and the related CBA B Note entered
into a separate intercreditor agreement, each of which sets forth the
respective rights of each of the holders of the related CBA Whole Loan.
Pursuant to the terms of the related intercreditor agreement:


                                      S-92


          (1) the rights of the holder of the CBA B Note to receive payments are
     subordinate to the rights of the holder of the related CBA Mortgage Loan to
     receive payments of interest, principal and other amounts with respect
     thereto;

          (2) prior to the occurrence of (i) the acceleration of a CBA Mortgage
     Loan or the related CBA B Note, (ii) a monetary event of default or (ii) an
     event of default triggered by the bankruptcy of the borrower, the borrower
     will make separate monthly payments of principal and interest to the Master
     Servicer and the holder of the related CBA B Note; and

          (3) following the occurrence and during the continuance of (i) the
     acceleration of a CBA Mortgage Loan or its related CBA B Note, (ii) a
     monetary event of default or (iii) an event of default triggered by the
     bankruptcy of the borrower, the holder of such CBA B Note will not be
     entitled to receive any payment of principal or interest until the holder
     of the related CBA Mortgage Loan has been paid all of its unreimbursed
     costs and expenses, accrued and unpaid non-default interest and unpaid
     principal in full.

     The Cut-off Date LTV and DSCR of the ICG Portfolio Whole Loan are 79.0%
and 1.13x, respectively. The Cut-off date LTV and DSCR of the Summit Place
Apartments Whole Loan are 84.8% and 1.14x, respectively.

     For information regarding the servicing the CBA Mortgage Loans, see
"Description of the Mortgage Pool--ICG Portfolio Whole Loan and Summit Place
Apartments Whole Loan" in this prospectus supplement.

     The Mortgage Loans, other than the CS Component Mortgage Loan and the RP
Component Mortgage Loan, are sometimes referred to in this prospectus
supplement as the "Non-Partitioned Mortgage Loans". The CS Component Mortgage
Loan and the RP Component Mortgage Loan, following the occurrence of and during
the continuance of a CS Control Appraisal Period or RP Control Appraisal
Period, as the case may be, are sometimes referred to in this prospectus
supplement as "Post CAP Loans".


                                      S-93



SIGNIFICANT MORTGAGE LOANS

     Certain of the larger Mortgage Loans (by outstanding principal balance)
are described below in the following table. Terms used below and in Annex E
relating to underwriting or property characteristics have the meaning assigned
to such term in Annex A. The balances and other numerical information used to
calculate various ratios with respect to component mortgage loans, split loan
structures and certain other mortgage loans are explained in this prospectus
supplement under "Summary of Prospectus Supplement--Mortgage Loans--Certain
Mortgage Loan Calculations".

     The following table and summaries describe the ten largest Mortgage Loans
or Crossed Pools in the Mortgage Pool by Cut-off Date Balance:






                                                   PERCENT OF   PERCENT OF
                              CUT-OFF                INITIAL    APPLICABLE
                                DATE        LOAN      POOL         LOAN        PROPERTY
        LOAN NAME             BALANCE      GROUP     BALANCE       GROUP         TYPE
------------------------- --------------- ------- ------------ ------------ -------------

Bank of America
 Center .................  $137,000,000   1            10.1%        12.2%       Office
Ocean Residences ........    90,000,000   2             6.6         37.3%    Multifamily
Charles Square ..........    77,000,000   1             5.7          6.9%     Mixed Use
Simon - Cheltenham
 Square Mall ............    54,941,036   1             4.0          4.9%       Retail
Rentar Plaza ............    52,000,000   1             3.8          4.6%     Mixed Use
Congressional Village
 & Jefferson at
 Congressional
 (Land)* ................    51,000,000   1             3.7          4.6%    Retail/Land
ICG Portfolio ...........    50,500,000   1             3.7          4.5%       Office
Sun Communities                                                              Manufactured
 Portfolio 4 &                                                                 Housing
 Southfork* .............    40,980,542   1             3.0          3.7%    Communities
Sun Communities                                                              Manufactured
 Portfolio 13 &                                                                Housing
 Bonita Lake* ...........    38,007,198   1             2.8          3.4%    Communities
Corporate Center ........    32,900,000   1             2.4          2.9%       Office
                           ------------                ----
TOP TEN LOANS
 SUM/WTD AVG: ...........  $624,328,776                45.8%
                           ============                ====


                                               CUT-OFF
                                CUT-OFF         DATE        LTV
                             DATE BALANCE        LTV     RATIO AT   UNDERWRITTEN    MORTGAGE
        LOAN NAME          PER SF/UNIT/PADS     RATIO    MATURITY       DSCR          RATE
------------------------- ------------------ ---------- ---------- -------------- -----------

Bank of America
 Center .................      $    234          49.3%      49.3%        2.21x        4.867%
Ocean Residences ........      $182,927          42.9%      42.9%        2.22x        4.797%
Charles Square ..........      $262,799          45.7%      43.0%        2.37x        5.426%
Simon - Cheltenham
 Square Mall ............      $    130          76.8%      71.9%        1.22x        5.890%
Rentar Plaza ............      $     33          52.5%      52.5%        3.10x        4.669%
Congressional Village
 & Jefferson at
 Congressional
 (Land)* ................      $    122          76.5%      66.9%        1.19x        6.280%
ICG Portfolio ...........      $    195          74.5%      70.3%        1.26x        5.230%
Sun Communities
 Portfolio 4 &
 Southfork* .............      $ 24,897          79.3%      73.2%        1.40x        4.931%
Sun Communities
 Portfolio 13 &
 Bonita Lake* ...........      $ 28,947          78.5%      72.5%        1.25x        4.931%
Corporate Center ........      $     96          70.0%      66.2%        1.41x        5.470%
TOP TEN LOANS
 SUM/WTD AVG: ...........                        59.7%      56.9%        1.90X          5.184%


*     For crossed pools, the information is the sum or average of the
      information for the mortgage loans in the crossed pool.

     Summaries of certain additional information with respect to each of the
ten largest mortgage loans or crossed pools detailed above can be found in
Annex E to this prospectus supplement.


                                      S-94



ADDITIONAL MORTGAGE LOAN INFORMATION

     General. For a detailed presentation of certain characteristics of the
Mortgage Loans and Mortgaged Properties, on an individual basis and in tabular
format, see Annex A hereto. Certain capitalized terms that appear herein are
defined in Annex A. See Annex B hereto for certain information with respect to
capital improvement, replacement, tax, insurance and tenant improvement reserve
accounts, as well as certain other information with respect to Multifamily
Mortgaged Properties, other than Manufactured Housing Communities.

     Delinquencies. As of the Cut-off Date, none of the Mortgage Loans will
have been 30 days or more delinquent in respect of any Monthly Payment during
the past 12 months. All of the Mortgage Loans were originated during the 17
months prior to the Cut-off Date.

     Tenant Matters. Thirty-eight of the retail, office, industrial mixed-use
and land Mortgaged Properties, which represent security for 41.6% of the
Initial Pool Balance (50.6% of the Group 1 Balance), are leased in part to one
or more Major Tenants. The top concentration of Major Tenants with respect to
more than one property (groups of Mortgage Loans where the same company is a
Major Tenant of each Mortgage Loan in the group) represent 2.5% of the Initial
Pool Balance (3.1% of the Group 1 Balance). In addition, there are several
cases in which a particular entity is a tenant at multiple Mortgaged
Properties, and although it may not be a Major Tenant at any such property, it
may be significant to the success of such properties. "Major Tenants" means any
tenant at a Commercial Mortgaged Property (other than a single tenant) that
rents at least 20% of the Leasable Square Footage (as defined in Annex A) at
such property.

     Certain of the Multifamily Mortgaged Properties have material
concentrations of student tenants.

     Ground Leases and Other Non-Fee Interests. Ten Mortgaged Properties, which
represent 12.3% of the Initial Pool Balance (15.0% of the Group 1 Balance),
are, in each such case, secured in whole or in part by a Mortgage on the
applicable borrower's leasehold interest in the related Mortgaged Property.
Generally, with certain exceptions, either (i) the ground lessor has
subordinated its interest in the related Mortgaged Property to the interest of
the holder of the related Mortgage Loan or (ii) the ground lessor has agreed to
give the holder of the Mortgage Loan notice of, and has granted such holder the
right to cure, any default or breach by the lessee. See "Certain Legal Aspects
of Mortgage Loans--Foreclosure--Leasehold Considerations" in the accompanying
prospectus.

     Subordinate Financing. The existence of subordinated indebtedness
encumbering a mortgaged property may increase the difficulty of refinancing the
related mortgage loan at maturity and the possibility that reduced cash flow
could result in deferred maintenance. Also, in the event that the holder of the
subordinated debt files for bankruptcy or is placed in involuntary
receivership, foreclosure on the mortgaged property could be delayed. In
general, the Mortgage Loans either prohibit the related borrower from
encumbering the Mortgaged Property with additional secured debt or require the
consent of the holder of the first lien prior to so encumbering such property
other than one Mortgage Loan (Loan No. DBM20218) representing 0.4% of the
Initial Pool Balance (2.3% of the Group 2 Balance), which permits a future
unsecured line of credit. Five Mortgage Loans representing 23.7% of the Initial
Pool Balance (28.2% of the Group 1 Balance and 2.6% of the Group 2 Balance),
the related mortgaged property or properties also secure one or more pari passu
and/or subordinate loans. See "--Bank of America Center Whole Loan", "--CS
Component Mortgage Loan", "--RP Component Mortgage Loan" and "ICG Portfolio
Whole Loan and Summit Place Apartments Whole Loan" above. One Mortgage Loan
(Loan No. 760032704) representing 0.4% of the Initial Pool Balance (0.4% of the
Group 1 Balance), the related borrower has incurred unsecured subordinate
indebtedness in the original amount of $1,085,225 payable to its general
partner. One Mortgage Loan (Loan No. 760033366) representing 1.2% of the
Initial Pool Balance (1.4% of the Group 1 Balance), the related mortgage loan
documents permit the related borrower to incur additional unsecured
indebtedness from its affiliates in an aggregate amount not exceeding $500,000
subject to the terms of the related loan agreement. Regardless of whether the
terms of a mortgage


                                      S-95



loan prohibit the incurrence of subordinate debt, the related borrower may be
permitted to incur additional indebtedness secured by furniture, fixtures and
equipment, and to incur additional unsecured indebtedness.

     In addition, although the mortgage loans generally restrict the transfer
or pledging of general partnership and managing member equity interests in a
borrower, subject to certain exceptions, the terms of the mortgage loans
generally permit, subject to certain limitations, the transfer or pledge of a
less than controlling portion of the limited partnership or non-managing
membership equity interests in a borrower. Moreover, in general, the parent
entity of any borrower that does not meet single-purpose entity criteria may
not be restricted in any way from incurring mezzanine or other debt not secured
by the related Mortgaged Property. In the case of one Mortgage Loan (Loan No.
58381) representing 0.3% of the Initial Pool Balance (0.4% of the Group 1
Balance), the owners of the related borrower are permitted to incur mezzanine
debt subject to an aggregate loan-to-value ratio not exceeding 53.6%, an
aggregate debt service ratio of at least 1.86x, and applicable rating agency
"no downgrade" confirmation, among other things. In the case of six Mortgage
Loans (Loan Nos. 57839, 57840, 57842, 57843, 57851 and 57855) representing 2.1%
of the Initial Pool Balance (2.5% of the Group 1 Balance), the owners of the
related borrower are permitted to incur mezzanine debt subject to an aggregate
loan-to-value ratio not exceeding 70%, an aggregate debt service ratio of at
least 1.15x, and applicable rating agency "no downgrade" confirmation, among
other things. In the case of one Mortgage Loan (Loan No. 760032628)
representing 2.0% of the Initial Pool Balance (2.4% of the Group 1 Balance),
the owners of the related borrower are permitted to incur mezzanine debt
subject to an aggregate loan-to-value ratio less than 80%, an aggregate debt
service ratio of greater than 1.25x, and applicable rating agency "no
downgrade" confirmation, among other things. In the case of two Mortgage Loans
(Loan Nos. 760032106 and 760032538) representing 1.1% of the Initial Pool
Balance (1.3% of the Group 1 Balance), the owners of the related borrower are
permitted to incur mezzanine debt subject to an aggregate loan-to-value ratio
less than 85%, an aggregate debt service ratio of greater than 1.20x and
applicable rating agency "no downgrade" confirmation, among other things, among
other things. In the case of ten Mortgage Loans (Loan Nos. 55832, 58258, 58261,
58262, 58270, 58282, 58284, 58287, 58290 and 760032482) representing 7.0% of
the Initial Pool Balance (4.4% of the Group 1 Balance and 19.0% of the Group 2
Balance), the owners of the related borrower are permitted to incur mezzanine
debt subject to an aggregate loan-to-value ratio not exceeding 80%, an
aggregate debt service ratio of at least 1.20x and applicable rating agency "no
downgrade" confirmation, among other things. Four Mortgage Loans (Loan Nos.
55832, 58399, GA20413 and GA20599) representing 22.7% of the Initial Pool
Balance (19.1% of the Group 1 Balance and 39.6% of the Group 2 Balance), have
existing mezzanine debt.

     One Mortgage Loan (Loan No. 58399), representing 10.1% of the Initial Pool
Balance (12.2% of the Group 1 Balance), is evidenced by a split loan structure
comprised of three pari passu notes each of which is secured by the same
mortgage instrument on the related Mortgaged Property. The other two notes
contained in this split loan structure are not included in the Trust, but are
pari passu in right of payment with the Mortgage Loan included in the Trust and
have an outstanding principal balances as of the Cut-off Date of $253,000,000
and $130,000,000, respectively. See "Description of the Mortgage Pool--Bank of
America Center Whole Loan" in this prospectus supplement and "Bank of America
Center" in Annex E to this prospectus supplement.

     Two Mortgage Loans (Loan Nos. 760032545 and 760032898) representing 4.2%
of the Initial Pool Balance (4.5% of the Group 1 Balance and 2.6% of the Group
2 Balance) are each part of a split loan structure that is secured by the same
mortgage instrument on the related Mortgaged Property. The other Mortgage Loans
in the split loan structures are not included in the Trust. The principal
balance of such other Mortgage Loans, as of the date of origination, were
$3,000,000 and $400,000, respectively. Such Mortgage Loans are subordinate in
right of payment to the related Mortgage Loan included in the Trust. See
"Description of the Mortgage Pool--The CBA Whole Loan" in this prospectus
supplement.

     Except as described above, we do not know whether the respective borrowers
under the Mortgage Loans have any other debt outstanding. See "Certain Legal
Aspects of Mortgage Loans-- Subordinate Financing" in the accompanying
prospectus.


                                      S-96


     Lender/Borrower Relationships. Each Mortgage Loan Seller, the Depositor or
any of their affiliates may maintain certain banking or other relationships
with borrowers under the Mortgage Loans or their affiliates, and proceeds of
the Mortgage Loans may, in certain limited cases, be used by such borrowers or
their affiliates in whole or in part to pay indebtedness owed to the related
Mortgage Loan Seller, the Depositor or such other entities. Additionally, in
the case of four Mortgage Loans representing 1.5% of the Initial Pool Balance
(1.8% of the Group 1 Balance), the related mortgage loan seller or its
affiliates may have or have had equity investments in the related borrowers (or
in the owners of the borrowers), or properties under certain of the Mortgage
Loans included in the trust.


CERTAIN UNDERWRITING MATTERS

     Environmental Assessments. Each of the Mortgaged Properties was subject to
an environmental site assessment, an environmental site assessment update or a
transaction screen that was performed by an independent third-party
environmental consultant with respect to each Mortgaged Property securing a
Mortgage Loan in connection with the origination of such Mortgage Loan or was
required to have environmental insurance in lieu of an environmental site
assessment. In some cases, a third-party consultant also conducted a Phase II
environmental site assessment of a Mortgaged Property. The report of each such
assessment, update or screen is referred to herein as an "Environmental
Report". With respect to an Environmental Report, if any, (i) no such
Environmental Report provides that as of the date of the report there is a
material violation of applicable environmental laws with respect to any known
circumstances or conditions relating to the related Mortgaged Property; or (ii)
if any such Environmental Report does reveal any such circumstances or
conditions with respect to the related Mortgaged Property and such
circumstances or conditions have not been subsequently remediated in all
material respects, then generally, with certain exceptions, one or more of the
following was the case: (A) a party not related to the related borrower with
financial resources reasonably adequate to cure the circumstance or condition
in all material respects was identified as a responsible party for such
circumstance or condition, (B) the related borrower was required to provide
additional security to cure the circumstance or condition in all material
respects and to obtain and, for the period contemplated by the related Mortgage
Loan documents, maintain an operations and maintenance plan, (C) the related
borrower provided a "no further action" letter or other evidence that
applicable federal, state or local governmental authorities had no current
intention of taking any action, and are not requiring any action, in respect of
such circumstance or condition, (D) such circumstances or conditions were
investigated further and based upon such additional investigation, an
independent environmental consultant recommended no further investigation or
remediation, or recommended only the implementation of an operations and
maintenance program, which the related borrower is required to do, (E) the
expenditure of funds reasonably estimated to be necessary to effect such
remediation was the lesser of (a) an amount equal to two percent of the
outstanding principal balance of the related Mortgage Loan and (b) $200,000,
(F) an escrow of funds exists reasonably estimated to be sufficient for
purposes of effecting such remediation, (G) the related borrower or other
responsible party is currently taking such actions, if any, with respect to
such circumstances or conditions as have been required by the applicable
governmental regulatory authority, (H) the related Mortgaged Property is
insured under a policy of insurance, subject to certain per occurrence and
aggregate limits and a deductible, against certain losses arising from such
circumstances or conditions, or (I) a responsible party with financial
resources reasonably adequate to cure to cure the circumstance or condition in
all material respects provided a guaranty or indemnity to the related borrower
to cover the costs of any required investigation, testing, monitoring or
remediation. There can be no assurance, however, that a responsible party will
be financially able to address the subject condition or compelled to do so.

     None of the Mortgage Loan Sellers will make any representation or warranty
with respect to environmental conditions arising after the Delivery Date, and
will not be obligated to repurchase or substitute for any Mortgage Loan due to
any such condition.

     Generally. Certain federal, state and local laws, regulations and
ordinances govern the management, removal, encapsulation or disturbance of
asbestos-containing materials ("ACMs").


                                      S-97


Such laws, as well as common law, may impose liability for releases of or
exposure to ACMs and may provide for third parties to seek recovery from owners
or operators of real properties for personal injuries associated with such
releases.

     Owners of residential housing constructed prior to 1978 are required by
federal law to disclose to potential residents or purchasers any known
lead-based paint hazards and violations can incur treble damages for any
failure to so notify. In addition, the ingestion of lead-based paint chips or
dust particles by children can result in lead poisoning, and the owner of a
property where such circumstances exist may be held liable for such injuries
and for the costs of removal or encapsulation of the lead-based paint. Testing
for lead-based paint or lead in the water was conducted with respect to certain
of the Mortgaged Properties, generally based on the age and/or condition
thereof.

     The Environmental Protection Agency has identified certain health risks
associated with elevated radon gas in buildings, and has recommended that
certain mitigating measures be considered.

     When recommended by environmental site assessments, operations and
maintenance plans (addressing in some cases ACMs, lead-based paint, and/or
radon) were generally required, except in the case of certain Mortgaged
Properties where the environmental consultant conducting the assessment also
identified the condition of the ACM as good and non-friable (i.e., not easily
crumbled). In certain instances where related Mortgage Loan documents required
the submission of operations and maintenance plans, these plans have yet to be
received. There can be no assurance that recommended operations and maintenance
plans have been or will continue to be implemented. In many cases, certain
potentially adverse environmental conditions were not tested for. For example,
lead based paint and radon were tested only with respect to Multifamily
Mortgaged Properties and only if, in the case of lead based paint, the age of
the Mortgaged Property warranted such testing and, in the case of radon, radon
is prevalent in the geographic area where the Mortgaged Property is located;
however, at several Multifamily Mortgaged Properties located in geographic
areas where radon is prevalent, radon testing was not conducted. None of the
testing referenced in the preceding sentence was conducted in connection with a
Manufactured Housing Community.

     Certain of the Mortgaged Properties may have off-site leaking underground
storage tank ("UST") sites located nearby which the environmental assessments
either have indicated are not likely to contaminate the related Mortgaged
Properties but may require future monitoring or have identified a party not
related to the mortgagor (borrower) as responsible for such condition. Certain
other Mortgaged Properties may contain contaminants in the soil or groundwater
at levels which the environmental consultant has advised are below regulatory
levels or otherwise are indicative of conditions typically not of regulatory
concern and are not likely to require any further action. In some cases, there
was no further investigation of a potentially adverse environmental condition.
In certain instances where related Mortgage Loan documents required UST repair
or removal and the submission of a confirmation that this work has been
performed, the confirmations have yet to be received.

     The information contained herein regarding environmental conditions at the
Mortgaged Properties is based on the environmental assessments and has not been
independently verified by the Depositor, the Mortgage Loan Sellers, the
Underwriters, the Master Servicer, the Special Servicer, the Trustee, the REMIC
Administrator or any of their respective affiliates. There can be no assurance
that such environmental assessments or studies, as applicable, identified all
environmental conditions and risks, or that any such environmental conditions
will not have material adverse effect on the value or cash flow of the related
Mortgaged Property.

     The Pooling and Servicing Agreement requires that the Special Servicer
obtain an environmental site assessment of a Mortgaged Property prior to
acquiring title thereto or assuming its operation. In the event a Phase I
assessment already exists that is less than 12 months old, a new assessment
will not be required under the Pooling and Servicing Agreement. In the event a
Phase I assessment already exists that is between 12 and 18 months old, only an
updated data base search will be


                                      S-98


required. Such requirement precludes enforcement of the security for the
related Mortgage Loan until a satisfactory environmental site assessment is
obtained (or until any required remedial action is taken), but will decrease
the likelihood that the Trust will become liable for a material adverse
environmental condition at the Mortgaged Property. However, there can be no
assurance that the requirements of the Pooling and Servicing Agreement will
effectively insulate the Trust from potential liability for a materially
adverse environmental condition at any Mortgaged Property. See "Servicing of
the Mortgage Loans" in this prospectus supplement and "The Pooling and
Servicing Agreements--Realization Upon Defaulted Mortgage Loans", "Risk
Factors--Certain Factors Affecting Delinquency, Foreclosure and Loss of the
Mortgage Loans--Adverse Environmental Conditions May Subject a Mortgage Loan to
Additional Risk" and "Certain Legal Aspects of Mortgage Loans--Environmental
Considerations" in the accompanying prospectus.

     Property Condition Assessments. Inspections of each of the Mortgaged
Properties were conducted by independent licensed engineers in connection with
or subsequent to the origination of the related Mortgage Loan, except that in
connection with certain Mortgage Loans having an initial principal balance of
$2,000,000 or less, a site inspection may not have been performed in connection
with the origination of any such Mortgage Loan. Such inspections were generally
commissioned to inspect the exterior walls, roofing, interior construction,
mechanical and electrical systems and general condition of the site, buildings
and other improvements located at a Mortgaged Property. With respect to certain
of the Mortgage Loans, the resulting reports indicated a variety of deferred
maintenance items and recommended capital improvements. The estimated cost of
the necessary repairs or replacements at a Mortgaged Property was included in
the related property condition assessment; and, in the case of certain
Mortgaged Properties, such estimated cost exceeded $100,000. In general, with
limited exception, cash reserves were established, or other security obtained,
to fund or secure the payment of such estimated deferred maintenance or
replacement items. In addition, various Mortgage Loans require monthly deposits
into cash reserve accounts to fund property maintenance expenses.

     Appraisals and Market Studies. An independent appraiser that was either a
member of the Appraisal Institute ("MAI") or state certified performed an
appraisal (or updated an existing appraisal) of each of the related Mortgaged
Properties in connection with the origination of each Mortgage Loan in order to
establish the appraised value of the related Mortgaged Property or Properties.
Such appraisal, appraisal update or property valuation was prepared on or about
the "Appraisal Date" indicated in Annex A hereto, and except for certain
mortgaged properties involving operating businesses, the appraiser represented
in such appraisal or in a letter or other agreement that the appraisal
conformed to the appraisal guidelines set forth in the Uniform Standards of
Professional Appraisal Practice ("USPAP"). In general, such appraisals
represent the analysis and opinions of the respective appraisers at or before
the time made, and are not guarantees of, and may not be indicative of, present
or future value. There can be no assurance that another appraiser would not
have arrived at a different valuation, even if such appraiser used the same
general approach to and same method of appraising the property. 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.

     None of the Depositor, the Mortgage Loan Sellers, the Underwriters, the
Master Servicer, the Special Servicer, the Trustee, the REMIC Administrator or
any of their respective affiliates has prepared or conducted its own separate
appraisal or reappraisal of any Mortgaged Property.

     Zoning and Building Code Compliance. The related Mortgage Loan Seller has
generally examined whether the use and operation of the Mortgaged Properties
were in material compliance with zoning and land-use related ordinances, rules,
regulations and orders applicable to the use of such Mortgaged Properties at
the time such Mortgage Loans were originated. The related Mortgage Loan Seller
may have considered, among other things, legal opinions, certifications from
government officials, zoning consultant's reports and/or representations by the
related borrower contained in the related Mortgage Loan documents and
information which is contained in appraisals and surveys, title insurance
endorsements, or property condition assessments undertaken by independent


                                      S-99


licensed engineers. Certain violations may exist, however, the related Mortgage
Loan Seller does not have notice of any material existing violations with
respect to the Mortgaged Properties securing such Mortgage Loans which
materially and adversely affect (i) the value of the related Mortgaged Property
as determined by the appraisal performed in connection with the origination of
the related Mortgage Loan or (ii) the principal use of the Mortgaged Property
as of the date of the related Mortgage Loan's origination.

     In some cases, the use, operation and/or structure of the related
Mortgaged Property constitutes a permitted nonconforming use and/or structure
that may not be rebuilt to its current state in the event of a material
casualty event. With respect to such Mortgaged Properties, the related Mortgage
Loan Seller has determined that in the event of a material casualty affecting
the Mortgaged Property that:

          (1) the extent of the nonconformity is not material;

          (2) insurance proceeds together with the value of the remaining
     property would be available and sufficient to pay off the related Mortgage
     Loan in full;

          (3) the Mortgaged Property, if permitted to be repaired or restored in
     conformity with current law, would constitute adequate security for the
     related Mortgage Loan; or

          (4) the risk that the entire Mortgaged Property would suffer a
     material casualty to such a magnitude that it could not be rebuilt to its
     current state is remote.

     Although the related Mortgage Loan Seller expects insurance proceeds to be
available for application to the related Mortgage Loan in the event of a
material casualty, no assurance can be given that such proceeds would be
sufficient to pay off such Mortgage Loan in full. In addition, if the Mortgaged
Property were to be repaired or restored in conformity with current law, no
assurance can be given as to what its value would be relative to the remaining
balance of the related Mortgage Loan or what would be the revenue-producing
potential of the property.

     Hazard, Liability and Other Insurance. The Mortgage Loans generally
require that each Mortgaged Property be insured by a hazard insurance policy in
an amount (subject to an approved deductible) at least equal to the lesser of
the outstanding principal balance of the related Mortgage Loan and 100% of the
replacement cost of the improvements located on the related Mortgaged Property,
and if applicable, that the related hazard insurance policy contain appropriate
endorsements to avoid the application of co-insurance and not permit reduction
in insurance proceeds for depreciation; provided that, in the case of certain
of the Mortgage Loans, the hazard insurance may be in such other amounts as was
required by the related originators.

     In addition, if any material improvements on any portion of a Mortgaged
Property securing any Mortgage Loan was, at the time of the origination of such
Mortgage Loan, in an area identified in the Federal Register by the Federal
Emergency Management Agency as having special flood hazards, and flood
insurance was available, a flood insurance policy meeting any requirements of
the then-current guidelines of the Federal Insurance Administration is required
to be in effect with a generally acceptable insurance carrier, in an amount
representing coverage generally not less than the least of (a) the outstanding
principal balance of the related Loan, (b) the full insurable value of the
related Mortgaged Property, (c) the maximum amount of insurance available under
the National Flood Insurance Act of 1973, as amended, or (d) 100% of the
replacement cost of the improvements located on the related Mortgaged Property.


     In general, the standard form of hazard insurance policy covers physical
damage to, or destruction of, the improvements on the Mortgaged Property by
fire, lightning, explosion, smoke, windstorm and hail, riot or strike and civil
commotion, subject to the conditions and exclusions set forth in each policy.

     Each Mortgage Loan generally also requires the related borrower to
maintain comprehensive general liability insurance against claims for personal
and bodily injury, death or property damage occurring on, in or about the
related Mortgaged Property in an amount generally equal to at least $1,000,000.



                                     S-100


     Each Mortgage Loan generally further requires the related borrower to
maintain business interruption insurance in an amount not less than
approximately 100% of the gross rental income from the related Mortgaged
Property for not less than 12 months.

     In general, the Mortgage Loans (including those secured by Mortgaged
Properties located in California) do not require earthquake insurance.
Thirty-two of the Mortgaged Properties (31 of the Mortgaged Properties relating
to Mortgage Loans in Loan Group 1 and one of the Mortgaged Properties relating
to Mortgage Loans in Loan Group 2), securing 24.5% of the Initial Pool Balance
(28.7% of the Group 1 Balance and 5.1% of the Group 2 Balance), are located in
areas that are considered a high earthquake risk. These areas include all or
parts of the states of Washington, Oregon, California, Hawaii and Nevada. No
Mortgaged Property has a "probable maximum loss" ("PML") in excess of 20%.
Notwithstanding the previous sentence, one mortgage loan, representing 10.1% of
the Initial Pool Balance (12.2% of the Group 1 Balance), has an aggregate PML
of 19.5%, although the individual PML for each of the three buildings that
comprise the Mortgaged Property is 19%, 13% and 43%, respectively.


THE MORTGAGE LOAN SELLERS

     Bank of America is a national banking association. The principal office of
Bank of America is in Charlotte, North Carolina. Bank of America is a
wholly-owned subsidiary of NB Holdings Corporation, which in turn is a
wholly-owned subsidiary of Bank of America Corporation.

     The information set forth herein concerning Bank of America has been
provided by Bank of America. Neither the Depositor nor any Underwriter makes
any representation or warranty as to the accuracy or completeness of such
information.

     GECC is a Delaware corporation. The principal offices of General Electric
Capital Corporation are located at 260 Long Ridge Road, Stamford, Connecticut
06927. GEMSA Loan Services, L.P. is the primary servicer of the GECC Mortgage
Loans.

     The information set forth herein concerning GECC has been provided by
GECC. Neither the Depositor nor any Underwriter makes any representation or
warranty as to the accuracy or completeness of such information.

     GACC is a Maryland corporation. The principal offices of GACC are located
at 60 Wall Street, New York, New York 10038.

     The information set forth herein concerning GACC has been provided by
GACC. Neither the Depositor nor any Underwriter makes any representation or
warranty as to the accuracy or completeness of such information.


ASSIGNMENT OF THE MORTGAGE LOANS; REPURCHASES AND SUBSTITUTIONS

     On or prior to the Delivery Date, by agreement with the Depositor, each
Mortgage Loan Seller (except as described in the next paragraph) will assign
and transfer its related Mortgage Loans (including, as applicable, the CS
Subordinate Component and the RP Subordinate Components), without recourse, to
or at the direction of the Depositor, to the Trustee for the benefit of the
Certificateholders. In connection with such assignment, the related Mortgage
Loan Seller will be required to deliver the following documents, among others,
to the Trustee with respect to each related Mortgage Loan (other than the Bank
of America Center Pari Passu Note A-3 Mortgage Loan):

          (1) the original Mortgage Note, endorsed (without recourse) to the
     order of the Trustee or a lost note affidavit and an indemnity with a copy
     of such Mortgage Note;

          (2) the original or a copy of the related Mortgage(s) and, if
     applicable, originals or copies of any intervening assignments of such
     document(s), in each case (unless the particular document has not been
     returned from the applicable recording office) with evidence of recording
     thereon;

          (3) the original or a copy of any related assignment(s), of leases and
     rents (if any such item is a document separate from the Mortgage) and, if
     applicable, originals or copies of any


                                     S-101


     intervening assignments of such document(s), in each case (unless the
     particular document has not been returned from the applicable recording
     office) with evidence of recording thereon;

          (4) an assignment of each related Mortgage in favor of the Trustee, in
     recordable form (except for, solely with respect to Mortgages sent for
     recording but not yet returned, any missing recording information with
     respect to such Mortgage) (or a certified copy of such assignment as sent
     for recording);

          (5) an assignment of any related assignment(s) of leases and rents (if
     any such item is a document separate from the Mortgage) in favor of the
     Trustee, in recordable form (except for any missing recording information
     with respect to such Mortgage) (or a certified copy of such assignment as
     sent for recording);

          (6) a title insurance policy (or copy thereof) effective as of the
     date of the recordation of the Mortgage Loan, together with all
     endorsements or riders thereto (or if the policy has not yet been issued,
     an original or copy or a written commitment "marked-up" at the closing of
     such Mortgage Loan, interim binder or the pro forma title insurance policy
     evidencing a binding commitment to issue such policy);

          (7) an assignment in favor of the Trustee of each effective UCC
     financing statement in the possession of the transferor (or a certified
     copy of such assignment as sent for filing);

          (8) in those cases where applicable, the original or a copy of the
     related ground lease;

          (9) in those cases where applicable, a copy of any letter of credit
     relating to a Mortgage Loan;

          (10) with respect to hospitality properties, a copy of the franchise
     agreement, an original copy of the comfort letter and any transfer
     documents with respect to such comfort letter, if any; and

          (11) a copy of the related mortgage loan checklist;

provided, however, that with respect to any Mortgage (other than the Mortgage
related to the Bank of America Center Pari Passu Note A-3 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 MERS or its designee, no assignment of mortgage, assignment of leases,
security agreements and/or UCC financing statements in favor of the Trustee
will be required to be prepared or delivered and instead, the Master Servicer,
at the direction of the related Mortgage Loan Seller, shall take all actions as
are necessary to cause the Trustee on behalf of the Trust to be shown as, and
the Trustee shall 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.

     Notwithstanding the foregoing with respect to the Bank of America Center
Whole Loan, the Bank of America Center Trustee will hold the originals of the
related Mortgage Loan Documents, other than the mortgage note relating to the
Bank of America Center Pari Passu Note A-2 which will be held by the trustee
under the 2004-BPC1 Pooling and Servicing Agreement and the Mortgage Note
relating to the Bank of America Center Pari Passu Note A-3 Mortgage Loan which
will be held by the Trustee, for the collective benefit of the Bank of America
Center Pari Passu Note A-1 Trust, the trust formed by the 2004-BPC1 Pooling and
Servicing Agreement and the Trust.

     The Trustee is required to review the documents delivered thereto by the
related Mortgage Loan Seller with respect to each Mortgage Loan within a
specified period following such delivery, and the Trustee will hold the related
documents in trust. If there exists a breach of any of the delivery obligations
made by the related Mortgage Loan Seller as generally described in items (1)
through (10) in the preceding paragraph, and that breach materially and
adversely affects the interests of the Certificateholders, or any of them with
respect to the affected loan, including but not limited to, a material and
adverse effect on any of the distributions payable with respect to any of


                                     S-102


the Certificates or on the value of those Certificates, or the Mortgage Loan
then the related Mortgage Loan Seller will be obligated, except as otherwise
described below, within a period of 90 days following its receipt of notice (an
"Initial Resolution Period") of such omission or defect to (1) deliver the
missing documents or cure the defect in all material respects, as the case may
be, (2) repurchase (or cause the repurchase of) the affected Mortgage Loan (in
the case of the Bank of America Center Whole Loan, the Bank of America Center
Pari Passu Note A-3 Mortgage Loan) at a price (the "Purchase Price") generally
equal to the unpaid principal balance of such Mortgage Loan (including, in the
case of the Bank of America Center Whole Loan, only the Bank of America Center
Pari Passu Note A-3 Mortgage Loan), plus any accrued but unpaid interest
thereon at the related Mortgage Rate up to but not including the Due Date in
the Collection Period of repurchase, plus any related unreimbursed Master
Servicing Fees, Special Servicing Fees, Trustee Fees and Servicing Advances (as
defined herein), any interest on any Advances and any related Additional Trust
Fund Expenses (including any Additional Trust Fund Expense previously
reimbursed or paid by the Trust Fund but not so reimbursed by the related
mortgagor or other party from Insurance Proceeds, Condemnation Proceeds or
otherwise), and any Liquidation Fees if purchased outside of the time frame set
forth in the Pooling and Servicing Agreement or (3) other than with respect to
the CS Component Mortgage Loan, the RP Component Mortgage Loan and the Bank of
America Center Pari Passu Note A-3 Mortgage Loan, substitute a Qualified
Substitute Mortgage Loan (as defined below) for such Mortgage Loan and pay the
Trustee a shortfall amount equal to the difference between the Purchase Price
of the deleted Mortgage Loan calculated as of the date of substitution and the
Stated Principal Balance of such Qualified Substitute Mortgage Loan as of the
date of substitution (the "Substitution Shortfall Amount"). If such defect or
breach is capable of being cured but not within the Initial Resolution Period
and the related Mortgage Loan Seller has commenced and is diligently proceeding
with the cure of such defect or breach within the Initial Resolution Period,
then such Mortgage Loan Seller will have, with respect to such Mortgage Loans
only, an additional period of time referred to as a "Resolution Extension
Period" as described in this prospectus supplement to complete such cure or,
failing such cure, to repurchase (or cause the repurchase of) or substitute for
the related Mortgage Loan (provided that the Resolution Extension Period shall
not apply in the event of a defect that causes the Mortgage Loan not to
constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of
the Internal Revenue Code of 1986, as amended (the "Code") or not to meet
certain Code-specified criteria with respect to customary prepayment penalties
or permissible defeasance). As used in this prospectus supplement, "Resolution
Extension Period" means for purposes of remediating a breach described in the
second sentence of this paragraph for any Mortgage Loan (a) that is not a
Specially Serviced Mortgage Loan prior to the commencement of or during the
applicable Initial Resolution Period, the period of time which ends on and
includes the earlier of (i) the 90th day following the end of the applicable
Initial Resolution Period and (ii) the 45th day following receipt by the
related Mortgage Loan Seller of notice from either the Master Servicer or the
Special Servicer of the occurrence of any Servicing Transfer Event with respect
to such Mortgage Loan subsequent to the end of the applicable Initial
Resolution Period and (b) that is not a Specially Serviced Mortgage Loan prior
to the commencement of the applicable Initial Resolution Period but a Servicing
Transfer Event occurs during the applicable Initial Resolution Period, the
period that commences upon the end of the applicable Initial Resolution Period
and ends on and includes the 90th day following receipt by the related Mortgage
Loan Seller of notice from the Master Servicer or the Special Servicer of such
Servicing Transfer Event. A "Qualified Substitute Mortgage Loan" in connection
with the replacement of a defective Mortgage Loan as contemplated by the
Pooling and Servicing Agreement, is any other mortgage loan which, on the date
of substitution, (i) has a principal balance, after deduction of the principal
portion of any unpaid Monthly Payment due on or before the date of
substitution, not in excess of the Stated Principal Balance of the defective
Mortgage Loan; (ii) is accruing interest at a fixed rate of interest at least
equal to that of the defective Mortgage Loan; (iii) has the same Due Date as,
and a grace period for delinquent Monthly Payments that is no longer than, the
Due Date and grace period, respectively, of the defective Mortgage Loan; (iv)
is accruing interest on the same basis as the defective Mortgage Loan (for
example, on the basis of a 360-day year consisting of twelve 30-day months);
(v) has a remaining term to stated maturity not greater


                                     S-103


than, and not more than two years less than, that of the defective Mortgage
Loan and, in any event, has a maturity date not later than two years prior to
the Rated Final Distribution Date; (vi) has a then current loan- to-value ratio
not higher than, and a then current debt service coverage ratio not lower than,
the loan-to-value ratio and debt service coverage ratio, respectively, of the
defective Mortgage Loan as of the Delivery Date; (vii) has comparable
prepayment restrictions to those of the defective Mortgage Loan, (viii) will
comply (except in a manner that would not be adverse to the interests of the
Certificateholders (as a collective whole) in or with respect to such mortgage
loan), as of the date of substitution, with all of the representations relating
to the defective Mortgage Loan set forth in or made pursuant to the related
Mortgage Loan Purchase and Sale Agreement; (ix) has a Phase I Environmental
Assessment and a property condition report relating to the related Mortgaged
Property in its Servicing File, which Phase I Environmental Assessment will
evidence that there is no material adverse environmental condition or
circumstance at the related Mortgaged Property for which further remedial
action may be required under applicable law, and which property condition
report will evidence that the related Mortgaged Property is in good condition
with no material damage or deferred maintenance; and (x) constitutes a
"qualified replacement mortgage" within the meaning of Section 860G(a)(4) of
the Code; provided, however, that if more than one mortgage loan is to be
substituted for any defective Mortgage Loan, then all such proposed replacement
mortgage loans shall, in the aggregate, satisfy the requirement specified in
clause (i) of this definition and each such proposed replacement mortgage loan
shall, individually, satisfy each of the requirements specified in clauses (ii)
through (x) of this definition; and provided, further, that no mortgage loan
shall be substituted for a defective Mortgage Loan unless (x) such prospective
replacement mortgage loan shall be acceptable to the Directing
Certificateholder (or, if there is no Directing Certificateholder then serving,
to the Holders of Certificates representing a majority of the Voting Rights
allocated to the Controlling Class), in its (or their) sole discretion, and (y)
each Rating Agency shall have confirmed in writing to the Trustee that such
substitution will not in and of itself result in an Adverse Rating Event with
respect to any Class of Rated Certificates (such written confirmation to be
obtained by, and at the expense of, the related Mortgage Loan Seller effecting
the substitution).


     If (x) any Mortgage Loan is required to be repurchased or substituted as
contemplated in this prospectus supplement, (y) such Mortgage Loan is a
Crossed-Collateralized Mortgage Loan or part of a portfolio of Mortgaged
Properties (which provides that a property may be uncrossed from the other
Mortgaged Properties) and (z) the applicable defect or breach does not
constitute a defect or breach, as the case may be, as to any related
Crossed-Collateralized Mortgage Loan or applies to only specific Mortgaged
Properties included in such portfolio (without regard to this paragraph), then
the applicable defect or breach (as the case may be) will be deemed to
constitute a defect or breach (as the case may be) as to any related
Crossed-Collateralized Mortgage Loan and to each other Mortgaged Property
included in such portfolio and the related Mortgage Loan Seller will be
required to repurchase or substitute for any related Crossed-Collateralized
Mortgage Loan in the manner described above unless, in the case of a breach or
defect, both of the following conditions would be satisfied if the related
Mortgage Loan Seller were to repurchase or substitute for only the affected
Crossed-Collateralized Mortgage Loans or affected Mortgaged Properties as to
which a breach had occurred without regard to this paragraph: (i) the debt
service coverage ratio for any remaining Cross-Collateralized Mortgage Loans or
Mortgaged Properties for the four calendar quarters immediately preceding the
repurchase or substitution is not less than the greater of (a) the debt service
coverage ratio immediately prior to the repurchase, (b) the debt service
coverage ratio on the Closing Date, and (c) 1.25x and (ii) the loan-to-value
ratio for any remaining Crossed-Collateralized Mortgage Loans or Mortgaged
Properties is not greater than the lesser of (a) the loan-to-value ratio
immediately prior to the repurchase, (b) the loan-to-value ratio on the Closing
Date, and (c) 75%. In the event that both of the conditions set forth in the
preceding sentence would be so satisfied, the related Mortgage Loan Seller may
elect either to repurchase or substitute for only the affected
Crossed-Collateralized Mortgage Loan or Mortgaged Properties as to which the
defect or breach exists or to repurchase or substitute for the aggregate
Crossed-Collateralized Mortgage Loans or Mortgaged Properties. In relation to
any such repurchase


                                     S-104


or substitution, the Directing Certificateholder shall have the right to
confirm that the requirements for such a repurchase or substitution have been
met.


     To the extent that the related Mortgage Loan Seller repurchases or
substitutes for an affected Cross-Collateralized Mortgage Loan or Mortgaged
Property in the manner prescribed above while the Trustee continues to hold any
related Cross-Collateralized Mortgage Loans, the related Mortgage Loan Seller
and the Depositor have agreed in the related Mortgage Loan Purchase and Sale
Agreement to either uncross the repurchased Cross-Collateralized Mortgage Loan
or affected property provided the Depositor has received a tax opinion that
uncrossing the repurchased Cross-Collateralized Mortgage Loan will not
adversely affect the status of any of REMIC I, REMIC II or the Component
Mortgage Loan REMIC as a REMIC under the Code, or, in the case of a
Cross-Collateralized Loan, to forbear from enforcing any remedies against the
other's Primary Collateral (as defined below), but each is permitted to
exercise remedies against the Primary Collateral securing its respective
affected Cross-Collateralized Mortgage Loans or Mortgaged Properties,
including, with respect to the Trustee, the Primary Collateral securing
Mortgage Loans still held by the Trustee, so long as such exercise does not
materially impair the ability of the other party to exercise its remedies
against its Primary Collateral. If the exercise of remedies by one party would
materially impair the ability of the other party to exercise its remedies with
respect to the Primary Collateral securing the Cross-Collateralized Mortgage
Loans or Mortgaged Properties held by such party, then both parties have agreed
in the Mortgage Loan Purchase and Sale Agreement to forbear from exercising
such remedies until the related loan documents evidencing and securing the
Mortgage Loans can be modified in a manner that complies with the related
Mortgage Loan Purchase and Sale Agreement to remove the threat of impairment as
a result of the exercise of remedies. "Primary Collateral" shall mean the
Mortgaged Property directly securing a Cross-Collateralized Mortgage Loan or
Mortgaged Property and excluding any property as to which the related lien may
only be foreclosed upon by exercise of cross-collateralization of such loans.

     The respective repurchase, substitution or cure obligations of the related
Mortgage Loan Seller described in this prospectus supplement will constitute
the sole remedies available to the Certificateholders for any failure on the
part of such Mortgage Loan Seller to deliver any of the above-described
documents with respect to any Mortgage Loan or for any defect in any such
document that would give rise to the related Mortgage Loan Seller's obligation
to cure, to substitute or to repurchase pursuant to related Mortgage Loan
Purchase and Sale Agreement, and neither the Depositor nor any other person
will be obligated to repurchase the affected Mortgage Loan if such Mortgage
Loan Seller defaults on its obligation to do so. Notwithstanding the foregoing,
if any of the above-described documents is not delivered with respect to any
Mortgage Loan because such document has been submitted for recording, and
neither such document nor a copy thereof, in either case with evidence of
recording thereon, can be obtained because of delays on the part of the
applicable recording office, then the related Mortgage Loan Seller will not be
required to repurchase (or cause the repurchase of) the related affected
Mortgage Loan on the basis of such missing document so long as such Mortgage
Loan Seller continues in good faith to attempt to obtain such document or such
copy. In the event that the related Mortgage Loan Seller fails to deliver such
above-referenced documents for a period of 18 months, then the Master Servicer
and the Special Servicer will have the right to obtain such above-referenced
documents directly and to recover any costs and expenses from the related
Mortgage Loan Seller (or from the Trust if the related Mortgage Loan Seller
fails to reimburse the Master Servicer and the Special Servicer, as applicable,
within 90 days however the related Mortgage Loan Seller shall remain liable to
reimburse the Trust for any such costs and expenses).

     The Pooling and Servicing Agreement requires that, unless recorded in the
name of MERS, the assignments in favor of the Trustee with respect to each
Mortgage Loan (other than the Bank of America Center Pari Passu Note A-3
Mortgage Loan) described in clauses (4), (5) and (7) of the first paragraph
under this heading be submitted for recording in the real property records or
filing with the Secretary of State, as applicable, of the appropriate
jurisdictions within a specified number of


                                     S-105


days following the delivery at the expense of the related Mortgage Loan Seller.
See "The Pooling and Servicing Agreements--Assignment of Mortgage Loans;
Repurchases" in the accompanying prospectus.


REPRESENTATIONS AND WARRANTIES; REPURCHASES AND SUBSTITUTIONS

     Mortgage Loans. The Depositor will acquire the Mortgage Loans from each
Mortgage Loan Seller pursuant to a separate mortgage loan purchase and sale
agreement (the "Mortgage Loan Purchase and Sale Agreement") to be dated as of
the Delivery Date. Pursuant to each Mortgage Loan Purchase and Sale Agreement,
the related Mortgage Loan Seller will represent and warrant solely with respect
to the Mortgage Loans transferred by such Mortgage Loan Seller in each case as
of the Delivery Date or as of such earlier date specifically provided in the
related representation or warranty (subject to certain exceptions specified in
each Mortgage Loan Purchase and Sale Agreement) among other things,
substantially as follows:

          (1) the information set forth in the schedule of Mortgage Loans (the
     "Mortgage Loan Schedule") attached to the Pooling and Servicing Agreement
     (which will contain a limited portion of the information set forth in Annex
     A) with respect to the Mortgage Loans is true, complete and correct in all
     material respects as of the Cut-off Date;

          (2) each Mortgage related to and delivered in connection with each
     Mortgage Loan constitutes a valid and, subject to (3) below, enforceable
     first lien on the related Mortgaged Property subject only to (a) except
     with respect to two Mortgage Loans representing 4.2% of the Initial Pool
     Balance (4.5% of the Group 1 Balance and 2.6% of the Group 2 Balance) with
     respect to which the related Mortgaged Property also secures a subordinated
     B note, the lien of current real estate taxes, ground rents, water charges,
     sewer rents and assessments not yet due and payable, (b) except with
     respect to two Mortgage Loans representing 4.5% of the Initial Pool Balance
     (5.4% of the Group 1 Balance) which have rights of first refusals in favor
     of third parties that are not extinguished at foreclosure, covenants,
     conditions and restrictions, rights of way, easements and other matters
     that are of public record and/or are referred to in the related lender's
     title insurance policy (or, if not yet issued, referred to in a pro forma
     title policy or a "marked-up" commitment), none of which materially
     interferes with the security intended to be provided by such Mortgage, the
     current principal use of the related Mortgaged Property or the current
     ability of the related Mortgaged Property to generate income sufficient to
     service such Mortgage Loan, (c) exceptions and exclusions specifically
     referred to in such lender's title insurance policy (or, if not yet issued,
     referred to in a pro forma title policy or "marked-up" commitment), none of
     which materially interferes with the security intended to be provided by
     such Mortgage, the current principal use of the related Mortgaged Property
     or the current ability of the related Mortgaged Property to generate income
     sufficient to service such Mortgage Loan, (d) the rights of tenants (as
     tenants only) under ground leases, space leases or operating leases
     (including subleases) at the Mortgaged Property to remain following a
     foreclosure or similar proceeding (provided that such tenants are
     performing under such leases) and (e) if such Mortgage Loan constitutes a
     Cross-Collateralized Mortgage Loan, the lien of the Mortgage for another
     Mortgage Loan contained in the same cross-collateralized group (the
     foregoing items (a) through (e) being herein referred to as the "Permitted
     Encumbrances");

          (3) the Mortgage(s), Mortgage Note and Assignment of Leases (if a
     document separate from the Mortgage) for each Mortgage Loan and all other
     documents executed by or on behalf of the related borrower with respect to
     each Mortgage Loan are the legal, valid and binding obligations of the
     related borrower (subject to any non-recourse provisions contained in any
     of the foregoing agreements and any applicable state anti-deficiency
     legislation), enforceable in accordance with their respective terms, except
     with respect to provisions relating to default interest, late fees,
     additional interest, yield maintenance charges or prepayment premiums and
     except as such enforcement may be limited by bankruptcy, insolvency,
     reorganization, receivership, moratorium, redemption, liquidation or
     similar laws affecting the rights of creditors generally and by general
     principles of equity regardless of whether such enforcement is considered
     in a proceeding in equity or at law;


                                     S-106


          (4) no Mortgage Loan was, as of the Closing Date or during the
     twelve-month period prior thereto (or since the date of origination if such
     Mortgage Loan has been originated within the past 12 months), 30 days or
     more past due in respect of any Monthly Payment, without giving effect to
     any applicable grace or cure period;

          (5) there is no right of offset, abatement, diminution, or rescission
     or valid defense or counterclaim with respect to any of the related
     Mortgage Note, Mortgage(s) or other agreements executed in connection
     therewith, except in each case, with respect to the enforceability of any
     provisions requiring the payment of default interest, late fees, additional
     interest, yield maintenance charges or prepayment premiums and, as of the
     Closing Date, to the Mortgage Loan Seller's actual knowledge no such rights
     have been asserted;

          (6) other than payments due but not yet 30 days or more past due,
     there exists no material default, breach, violation or event of
     acceleration existing under any Mortgage Note or Mortgage;

          (7) in the case of each Mortgage Loan, the related Mortgaged Property
     (a) as of the date of origination of such Mortgage Loan, was not the
     subject of any proceeding pending, and subsequent to such date, the
     Mortgage Loan Seller has no actual knowledge of any proceeding pending for
     the condemnation of all or any material portion of such Mortgaged Property,
     and (b) to the Mortgage Loan Seller's knowledge as of the Closing Date, is
     free and clear of any damage caused by fire or other casualty which would
     materially and adversely affect its value as security for such Mortgage
     Loan (except in any such case where an escrow of funds or insurance
     coverage exists that is reasonably estimated to be sufficient to effect the
     necessary repairs and maintenance);

          (8) at origination, each Mortgage Loan complied with or was exempt
     from, all applicable usury laws;

          (9) in connection with or subsequent to the origination of the related
     Mortgage Loan, one or more environmental site assessments, an update of a
     previously conducted assessment or a transaction screen has been performed
     with respect to each Mortgaged Property and the Mortgage Loan Seller has no
     actual knowledge of any material and adverse environmental condition or
     circumstance affecting such Mortgaged Property that was not disclosed in an
     Environmental Report or borrower questionnaire;

          (10) each Mortgaged Property securing a Mortgage Loan is covered by a
     title insurance policy or an equivalent form of lender's title insurance
     policy (or, if not yet issued a pro forma title policy or a "marked-up"
     commitment) in the original principal amount of such Mortgage Loan after
     all advances of principal, insuring that the related Mortgage is a valid
     first priority lien on such Mortgaged Property subject only to the
     exceptions stated therein;

          (11) the proceeds of each Mortgage Loan have been fully disbursed
     (except in those cases where the full amount of the Mortgage Loan has been
     fully disbursed but a portion thereof is being held in escrow or reserve
     accounts pending the satisfaction of certain conditions relating to
     leasing, repairs or other matters with respect to the related Mortgaged
     Property), and there is no obligation for future advances with respect
     thereto;

          (12) the terms of the Mortgage have not been impaired, waived,
     altered, satisfied, canceled, subordinated, rescinded or modified in any
     manner which would materially interfere with the benefits of the security
     intended to be provided by such Mortgage, except as specifically set forth
     in a written instrument duly submitted for recordation in the related
     Mortgage File;

          (13) all taxes and governmental assessments or charges or water or
     sewer bills that prior to the Cut-off Date became due and owing in respect
     of each related Mortgaged Property have been paid, or if in dispute, an
     escrow of funds in an amount sufficient to cover such payments has been
     established;

          (14) the related borrower's interest in each Mortgaged Property
     securing a Mortgage Loan includes of a fee simple and/or leasehold estate
     or interest in real property and the improvements thereon;


                                     S-107


          (15) no Mortgage Loan contains any equity participation by the
     mortgagee, is convertible by its terms into an equity ownership interest in
     the related Mortgaged Property or the related borrower, provides for any
     contingent or additional interest in the form of participation in the cash
     flow of the related Mortgaged Property or provides for the negative
     amortization of interest; and

          (16) the appraisal obtained in connection with the origination of each
     Mortgage Loan, based upon the representation of the appraiser in a
     supplemental letter or in the related appraisal, satisfies the appraisal
     guidelines set forth in Title XI of the Financial Institutions Reform
     Recovery and Enforcement Act of 1989 (as amended).

     In the related Mortgage Loan Purchase and Sale Agreement, the related
Mortgage Loan Seller will make certain representations concerning the priority
and certain terms of ground leases securing those Mortgage Loans transferred by
it. The related Mortgage Loan Seller will represent and warrant as of the
Delivery Date, that, immediately prior to the transfer of the Mortgage Loans,
the related Mortgage Loan Seller had good and marketable title to, and was the
sole owner of, each Mortgage Loan and had full right and authority to sell,
assign and transfer such Mortgage Loan.

     If the related Mortgage Loan Seller discovers or is notified of a breach
of any of the foregoing representations and warranties with respect to any
Mortgage Loan and that breach materially and adversely affects the interests of
the Certificateholders, or any of them, with respect to the affected loan,
including, but not limited to, a material and adverse effect on any of the
distributions payable with respect to any of the Certificates or on the value
of those Certificates or the Mortgage Loan, then the related Mortgage Loan
Seller will be obligated, within a period of 90 days following its discovery or
receipt of notice of such defect or breach to cure such breach in all material
respects, repurchase such Mortgage Loan at the applicable Purchase Price or
substitute a Qualified Substitute Mortgage Loan and pay any Substitution
Shortfall Amount as described in this prospectus supplement. However, if such
breach is capable of being cured (but not within the 90 day period) and the
related Mortgage Loan Seller, has commenced and is diligently proceeding with
cure of such breach within 90 day period, the Mortgage Loan Seller shall have
up to an additional 90 days to complete such cure or, failing such cure, to
repurchase the related Mortgage Loan or substitute a Qualified Substitute
Mortgage Loan and pay any Substitution Shortfall Amount as described in this
prospectus supplement (such possible additional cure period shall not apply on
the event of a defect that causes the Mortgage Loan not to constitute a
"qualified mortgage" within the meaning of Section 860G(a)(3) of the Code or
not to meet certain Code-specified criteria with respect to customary
prepayment penalties or permissible defeasance). With respect to any Cross-
Collateralized Mortgage Loan or Mortgage Loan secured by multiple properties,
the provisions regarding repurchase, and substitution set forth above for
document defects as described under "Assignment of the Mortgage
Loans--Repurchase and Substitutions" shall also be permitted.

     The foregoing cure, substitution or repurchase obligations described in
the immediately preceding paragraph will constitute the sole remedy available
to the Certificateholders for any breach of any of the foregoing
representations and warranties that would give rise to the related Mortgage
Loan Seller's obligation to cure, to substitute or to repurchase pursuant to
the related Mortgage Loan Purchase and Sale Agreement, and neither the
Depositor nor any other person will be obligated to repurchase any affected
Mortgage Loan in connection with a breach of such representations and
warranties if the related Mortgage Loan Seller defaults on its obligation to do
so. The related Mortgage Loan Seller will be the sole Warranting Party (as
defined in the accompanying prospectus) in respect of the Mortgage Loans. See
"The Pooling and Servicing Agreements--Representations and Warranties;
Repurchases" in the accompanying prospectus. In addition, each of the foregoing
representations and warranties by the related Mortgage Loan Seller is made as
of the Delivery Date or such earlier date specifically provided in the related
representation and warranty, and such Mortgage Loan Seller will not be
obligated to cure or repurchase any Mortgage Loan or substitute a Qualified
Substitute Mortgage Loan and pay any Substitution Shortfall Amount as described
in this prospectus supplement due to any breach arising from events subsequent
to the date as of which such representation or warranty was made.


                                     S-108



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 constituted on the
Cut-off Date, as adjusted for the scheduled principal payments due on the
Mortgage Loans on or before the Cut-off Date. Prior to the issuance of the
Offered Certificates, a Mortgage Loan may be removed from the Mortgage Pool if
the Depositor deems such removal necessary or appropriate or if it is prepaid.
The Depositor believes that the information set forth herein is representative
of the characteristics of the Mortgage Pool as constituted as of the Cut-off
Date, although the range of Mortgage Rates and maturities, as well as the other
characteristics of the Mortgage Loans described herein, may vary.

     A Current Report on Form 8-K (the "Form 8-K") will be available to
purchasers of the Offered Certificates on or shortly after the Delivery Date
and will be filed, together with the Pooling and Servicing Agreement, with the
Securities and Exchange Commission within fifteen days after the initial
issuance of the Offered Certificates. In the event Mortgage Loans are removed
from the Mortgage Pool as set forth in the proceeding paragraph, such removal
will be noted in the Form 8-K.



























                                     S-109



                        SERVICING OF THE MORTGAGE LOANS


GENERAL

     The Master Servicer and the Special Servicer, either directly or through
sub-servicers, will each be required to service and administer the respective
Mortgage Loans (including the CS Subordinate Component and the RP Subordinate
Components and excluding the Bank of America Center Pari Passu Note A-3
Mortgage Loan) for which it is responsible on behalf of the Trust, in the best
interests and for the benefit of the Certificateholders (and, in the case of a
CBA Whole Loan, the holder of the related CBA B Note), in accordance with any
and all applicable laws, the terms of the Pooling and Servicing Agreement, and
the respective Mortgage Loans (and, in the case of each CBA B Note, the related
intercreditor agreement) and, to the extent consistent with the foregoing, the
following standard (the "Servicing Standard"): (a) with the same care, skill,
prudence and diligence as is normal and usual in its general mortgage servicing
and REO property management activities on behalf of third parties or on behalf
of itself, whichever is higher, with respect to mortgage loans and REO
properties that are comparable to those for which it is responsible hereunder;
(b) with a view to the timely collection of all scheduled payments of principal
and interest under the Mortgage Loans, the full collection of all Prepayment
Premiums that may become payable under the Mortgage Loans and, in the case of
the Special Servicer, if a Mortgage Loan comes into and continues in default
and if, in the reasonable judgment of the Special Servicer, no satisfactory
arrangements can be made for the collection of the delinquent payments
(including payments of Prepayment Premiums), the maximization of the recovery
on such Mortgage Loan to the Certificateholders (and, in the case of each CBA
Whole Loan, the holder of the related CBA B Note), as a collective whole, on a
net present value basis; and (c) without regard to: (i) any known relationship
that the Master Servicer (or any affiliate thereof) or the Special Servicer (or
any affiliate thereof), as the case may be, may have with the related mortgagor
or with any other party to the Pooling and Servicing Agreement; (ii) the
ownership of any Certificate (or any security backed by the Bank of America
Center Pari Passu Note A-1 or the Bank of America Center Pari Passu Note A-2 or
the CBA B Note) by the Master Servicer (or any affiliate thereof) or the
Special Servicer (or any affiliate thereof), as the case may be; (iii) the
obligation of the Master Servicer to make Advances, (iv) the obligation of the
Special Servicer to direct the Master Servicer to make Servicing Advances; (v)
the right of the Master Servicer (or any affiliate thereof) or the Special
Servicer (or any affiliate thereof), as the case may be, to receive
reimbursement of costs, or the sufficiency of any compensation payable to it,
hereunder or with respect to any particular transaction; (vi) any ownership,
servicing and/or management by the Master Servicer (or any affiliate thereof)
or the Special Servicer (or any affiliate thereof), as the case may be, of any
other mortgage loans or real property and (vii) any obligation of the Master
Servicer or Special Servicer, or any affiliate thereof, to repurchase or
substitute for a Mortgage Loan as a Mortgage Loan Seller.

     In general, the Master Servicer will be responsible for the servicing and
administration of all the Mortgage Loans (except as described below), the CBA
Whole Loans as to which no Servicing Transfer Event (as defined herein) has
occurred and all Corrected Mortgage Loans (as defined herein). However, the
Bank of America Center Pari Passu Note A-3 Mortgage Loan (identified as Loan
No. 58399 in Annex A to this prospectus supplement) will be serviced by the
Bank of America Center Master Servicer pursuant to the terms of the Bank of
America Center Pooling and Servicing Agreement, and GEMSA will be responsible
for certain servicing matters relating to the GECC Mortgage Loans as described
below under "--Sub-Servicers" in this prospectus supplement. The Special
Servicer will generally be obligated to service and administer each Mortgage
Loan and the CBA Whole Loans (other than the Bank of America Center Pari Passu
Note A-3 Mortgage Loan and any Corrected Mortgage Loan) as to which a Servicing
Transfer Event has occurred (each, a "Specially Serviced Mortgage Loan") and
each Mortgaged Property acquired on behalf of the Certificateholders in respect
of a Defaulted Mortgage Loan through foreclosure, deed-in-lieu of foreclosure
or otherwise (upon acquisition, an "REO Property"). A "Servicing Transfer
Event" with respect to any Mortgage Loan or CBA Whole Loan consists of any of
the following events:

          (a) the related mortgagor has failed to make when due any Monthly
     Payment (including a Balloon Payment) or any other payment required under
     the related loan documents, which


                                     S-110


     failure continues, or the Master Servicer determines, in its reasonable
     judgment, will continue, unremedied (i) except in the case of a delinquent
     Balloon Payment, for 60 days beyond the date on which the subject payment
     was due, and (ii) solely in the case of a delinquent Balloon Payment (A)
     for one Business Day beyond the date such Balloon Payment was due or (B)
     the Borrower delivers a refinancing commitment to the Master Servicer
     acceptable to both the Master Servicer and the Special Servicer prior to
     the date the Balloon Payment was due, for 60 days beyond the date on which
     the Balloon Payment was due (or, if earlier, when the refinancing
     commitment terminates); or

          (b) the Master Servicer (or the Special Servicer with the consent of
     the Directing Certificateholder) has determined, in its reasonable
     judgment, that a default in the making of a Monthly Payment (including a
     Balloon Payment) or any other material payment required under the related
     loan documents is likely to occur within 30 days and either (i) the related
     mortgagor has requested a material modification of the payment terms of the
     loan or (ii) such default is likely to remain unremedied for at least the
     period contemplated by clause (a) of this definition; or

          (c) the Master Servicer (or the Special Servicer with the consent of
     the Directing Certificateholder) has determined, in its reasonable
     judgment, that a default, other than as described in clause (a) or (b) of
     this definition, has occurred or is likely to occur that may materially
     impair the value of the related Mortgaged Property as security for the
     loan, which default has continued or is likely to continue unremedied for
     the applicable cure period under the terms of the loan (or, if no cure
     period is specified, for 60 days); or

          (d) a decree or order of a court or agency or supervisory authority
     having jurisdiction in the premises in an involuntary action against the
     related mortgagor under any present or future federal or state bankruptcy,
     insolvency or similar law or the appointment of a conservator, receiver or
     liquidator in any insolvency, readjustment of debt, marshalling of assets
     and liabilities or similar proceeding, or for the winding-up or liquidation
     of its affairs, shall have been entered against the related mortgagor and
     such decree or order shall have remained in force undismissed, undischarged
     or unstayed for 60 days; or

          (e) the related mortgagor shall have consented to the appointment of a
     conservator, receiver or liquidator in any insolvency, readjustment of
     debt, marshalling of assets and liabilities or similar proceeding of or
     relating to such mortgagor or of or relating to all or substantially all of
     its property; or

          (f) the related mortgagor shall have admitted in writing its inability
     to pay its debts generally as they become due, filed a petition to take
     advantage of any applicable insolvency or reorganization statute, made an
     assignment for the benefit of its creditors, or voluntarily suspended
     payment of its obligations; or

          (g) the Master Servicer or the Special Servicer shall have received
     notice of the commencement of foreclosure or similar proceedings with
     respect to the related Mortgaged Property.

     A Mortgage Loan or a CBA Whole Loan will cease to be a Specially Serviced
Mortgage Loan (and will become a "Corrected Mortgage Loan" as to which the
Master Servicer will re-assume servicing responsibilities) at such time as such
of the following as are applicable occur with respect to the circumstances
identified above that caused the loan to be characterized as a Specially
Serviced Mortgage Loan (and provided that no other Servicing Transfer Event
then exists):

          (w) in the case of the circumstances described in clause (a) above, if
     and when the related mortgagor has made three consecutive full and timely
     Monthly Payments under the terms of such loan (as such terms may be changed
     or modified in connection with a bankruptcy or similar proceeding involving
     the related mortgagor or by reason of a modification, waiver or amendment
     granted or agreed to by the Master Servicer or the Special Servicer
     pursuant to the Pooling and Servicing Agreement);


                                     S-111


          (x) in the case of the circumstances described in clauses (b), (c)
     (likely default), (d), (e) and (f) above, if and when such circumstances
     cease to exist in the reasonable judgment of the Special Servicer;

          (y) in the case of the circumstances described in clause (c) (actual
     default) above, if and when such default is cured in the reasonable
     judgment of the Special Servicer; and

          (z) in the case of the circumstances described in clause (g) above, if
     and when such proceedings are terminated.

The Master Servicer shall continue to collect information and prepare all
reports to the Trustee required under the Pooling and Servicing Agreement with
respect to any Specially Serviced Mortgage Loans and REO Properties, and
further to render incidental services with respect to any Specially Serviced
Mortgage Loans and REO Properties as are specifically provided for in the
Pooling and Servicing Agreement. The Master Servicer and the Special Servicer
shall not have any responsibility for the performance by each other of their
respective duties under the Pooling and Servicing Agreement.

     The Special Servicer will prepare a report (an "Asset Status Report") for
each Mortgage Loan which becomes a Specially Serviced Mortgage Loan not later
than 45 days after the servicing of such Mortgage Loan is transferred to the
Special Servicer. Each Asset Status Report will be delivered to the Directing
Certificateholder (as defined below), the Master Servicer, the Trustee and the
Rating Agencies. If the CS Component Mortgage Loan becomes a Specially Serviced
Mortgage Loan, the Special Servicer will deliver an Asset Status Report to the
CS Controlling Holder (as defined below). If the RP Component Mortgage Loan
becomes a Specially Serviced Mortgage Loan, the Special Servicer will deliver
an Asset Status Report to the RP Controlling Holder (as defined below). The
Directing Certificateholder, the CS Controlling Holder or the RP Controlling
Holder, as applicable, may object in writing via facsimile or e-mail to any
applicable Asset Status Report within 10 business days of receipt; provided,
however, the Special Servicer (i) will, following the occurrence of an
extraordinary event with respect to the related Mortgaged Property, take any
action set forth in such Asset Status Report before the expiration of a 10
business day period if it has reasonably determined that failure to take such
action would materially and adversely affect the interests of the
Certificateholders and it has made a reasonable effort to contact the Directing
Certificateholder, the CS Controlling Holder or the RP Controlling Holder, as
applicable, and (ii) in any case, will determine whether such disapproval is
not in the best interests of all the Certificateholders as a collective whole,
the CS Controlling Holder or the RP Controlling Holder, as applicable. If the
Directing Certificateholder, the CS Controlling Holder or the RP Controlling
Holder, as applicable, does not disapprove an applicable Asset Status Report
within 10 business days, the Special Servicer shall implement the recommended
action as outlined in such Asset Status Report. However, the Special Servicer
may not take any action that is contrary to applicable law or the terms of the
applicable loan documents. If the Directing Certificateholder, the CS
Controlling Holder or the RP Controlling Holder, as applicable, disapproves
such Asset Status Report and the Special Servicer has not made the affirmative
determination described above, the Special Servicer will revise such Asset
Status Report as soon as practicable thereafter, but in no event later than 30
days after such disapproval. The Special Servicer will revise such Asset Status
Report until the Directing Certificateholder, the CS Controlling Holder or the
RP Controlling Holder, as applicable, fails to disapprove such revised Asset
Status Report as described above or until the earliest to occur of (i) the
Special Servicer, in accordance with the Servicing Standard, makes a
determination that such objection is not in the best interests of the
Certificateholders and, if a CBA Whole Loan is involved, the holder of the
related CBA B Note, as a collective whole, (ii) following the occurrence of an
extraordinary event with respect to the related Mortgaged Property, the failure
to take any action set forth in such Asset Status Report before the expiration
of a 10 business day period would materially and adversely affect the interests
of the Certificateholders and, if a CBA Whole Loan is involved, the holder of
the related CBA B Note, and it has made a reasonable effort to contact the
Directing Certificateholder, the CS Controlling Holder or the RP Controlling
Holder, as applicable, and (iii) the passage of 90 days from the date of
preparation of the initial version of the Asset Status Report. Following the
earliest of such events, the Special Servicer will implement the recommended
action


                                     S-112


as outlined in the most recent version of such Asset Status Report. In addition
as more fully set forth in the Pooling and Servicing Agreement, any action
which is required to be taken (or not to be taken) by the Special Servicer in
connection with an Asset Status Report (or otherwise) will be in each and every
case in accordance with the Servicing Standard and applicable law, and the
Special Servicer will be required to disregard the direction, or any failure to
approve or consent, of any party that would cause the Special Servicer to
violate the Servicing Standard or applicable law.

     The "Directing Certificateholder" is the Controlling Class
Certificateholder selected by the majority Certificateholder of the Controlling
Class, as certified by the Trustee from time to time; provided, however, that
(i) absent such selection, or (ii) until a Directing Certificateholder is so
selected, or (iii) upon receipt of a notice from a majority of the Controlling
Class, by Certificate Balance, that a Directing Certificateholder is no longer
designated, the Controlling Class Certificateholder that owns the largest
aggregate Certificate Balance of the Controlling Class will be the Directing
Certificateholder.

     A "Controlling Class Certificateholder" is each Holder (or Certificate
Owner, if applicable) of a Certificate of the Controlling Class as certified to
the Trustee from time to time by such Holder (or Certificate Owner).

     The "Controlling Class" will be, as of any date of determination, the
outstanding Class of Sequential Pay Certificates with the lowest payment
priority (the Class A Senior Certificates being treated as a single class for
this purpose) that has a then outstanding Certificate Balance at least equal to
25% of its initial Certificate Balance (or, if no Class of Sequential Pay
Certificates has a Certificate Balance at least equal to 25% of its initial
Certificate Balance, then the Controlling Class shall be the outstanding Class
of Sequential Pay Certificates with the then largest outstanding Class
principal balance). The Controlling Class as of the Delivery Date will be the
Class P Certificates.

     The "BC Controlling Class" will be, as of any date of determination, the
holder of certain of the most subordinate securities issued in connection with
the Banc of America Commercial Mortgage Inc., Commercial Mortgage Pass-Through
Certificates, Series 2004-4 commercial mortgage securitization.

     The "BC Controlling Holder" will be, with respect to any date of
determination, (a) prior to the occurrence of a BC Control Appraisal Period,
holders of a majority percentage interest in the BC Controlling Class (the "BC
Controlling Class Holder"), and (b) during the occurrence and the continuance
of a BC Control Appraisal Period, the Bank of America Center Pari Passu
Noteholders; provided, however, that neither the borrower nor any affiliate of
the Bank of America Center Whole Loan borrower will ever be the BC Controlling
Holder. Pursuant to the Bank of America Center Pooling and Servicing Agreement,
the BC Controlling Class Holder will be permitted to exercise the rights of the
BC Controlling Holder prior to the occurrence of a BC Control Appraisal Period.
Pursuant to the Bank of America Center Intercreditor Agreement, the Bank of
America Center Pari Passu Noteholders (which includes the Bank of America
Center Trust as the Bank of America Center Pari Passu Note A-1 Noteholder) will
be required to vote on any matter requiring the direction and/or consent of the
BC Controlling Holder, except that under the Bank of America Center
Intercreditor Agreement, other than during a BC Control Appraisal Period, only
the vote of the Bank of America Center Trust, as the Bank of America Center
Pari Passu Note A-1 Noteholder, will be required. During such times as the Bank
of America Center Trustee, on behalf of the Bank of America Center Trust, is
required to vote on any matter requiring the direction and/or consent of the BC
Controlling Holder, the BC Controlling Holder will direct the Bank of America
Center Trustee's vote as set forth in the Bank of America Center Pooling and
Servicing Agreement. During such times as the vote of all three Bank of America
Center Pari Passu Noteholders is required, the voting rights given to each Bank
of America Center Pari Passu Noteholder will be weighted based on the related
Bank of America Center Pari Passu Note's portion of the outstanding principal
balance of the Bank of America Center Whole Loan. As set forth in the Bank of
America Center Intercreditor Agreement, any matter requiring the vote of the
Bank of America Center Pari Passu Noteholders as the BC Controlling Holder will
generally require the holders of 50% or more of such voting rights to agree
whether or not to make any such decision. If the holders of 50% or more of


                                     S-113


the voting rights do not agree, the Bank of America Center Pari Passu
Noteholder with the largest outstanding principal balance will make any such
decision.

     A "BC Control Appraisal Period" will exist if the outstanding aggregate
principal balance of the subordinate component of the Bank of America Center
Pari Passu Note A-1 Mortgage Loan (net of any Appraisal Reduction Amounts,
principal payments, realized losses and unreimbursed additional trust fund
expenses) is less than 25% of its original principal balance.

     The "CS Controlling Holder" will be (a) prior to the occurrence of a CS
Control Appraisal Period, holders of a majority percentage interest in the
Class CS Certificates, and (b) during the occurrence and the continuation of a
CS Control Appraisal Period, the Directing Certificateholder.

     A "CS Control Appraisal Period" will exist if the outstanding principal
balance of the CS Subordinate Component of the CS Component Mortgage Loan (net
of any Appraisal Reduction Amounts, principal payments, realized losses and
unreimbursed additional trust fund expenses) is less than 25% of its original
principal balance.

     The "RP Controlling Class" will be, as of any date of determination, the
outstanding Class of Class RP Certificates with the lowest payment priority
that has a then outstanding Certificate Balance at least equal to 25% of its
initial Certificate Balance (or, if no Class of Class RP Certificates has a
Certificate Balance at least equal to 25% of its initial Certificate Balance,
then the RP Controlling Class will be the outstanding Class of Class RP
Certificates with the then largest outstanding Class principal balance). The RP
Controlling Class as of the Delivery Date will be the Class RP-4 Certificates.

     The "RP Controlling Holder" will be (a) prior to the occurrence of a RP
Control Appraisal Period, holders of a majority percentage interest in the RP
Controlling Class, and (b) during the occurrence and the continuation of a RP
Control Appraisal Period, the Directing Certificateholder.

     A "RP Control Appraisal Period" will exist if the aggregate outstanding
principal balance of the RP Subordinate Components of the RP Component Mortgage
Loan (net of any Appraisal Reduction Amounts, principal payments, realized
losses and unreimbursed additional trust fund expenses) is less than 25% of its
original principal balance.

     Pursuant to the Pooling and Servicing Agreement, each holder of a majority
percentage interest in each of the Class CS Certificates (the "CS Controlling
Party") and the RP Controlling Class (the "RP Controlling Party"), will be
permitted to appoint an operating advisor ("Operating Advisor"), which may be
the CS Controlling Party or the RP Controlling Party, as applicable, any
Certificateholder, or an unrelated third party for such Mortgage Loan, with
respect to any action which is to be taken with respect to the CS Component
Mortgage Loan or the RP Component Mortgage Loan, as applicable, and requires
the CS Controlling Party's or the RP Controlling Party's consent in its
capacity as CS Controlling Holder or RP Controlling Holder, as applicable. The
related Operating Advisor will be permitted to exercise all of the rights of
the CS Controlling Party or the RP Controlling Party, as applicable, subject to
any limitations set forth in the Pooling and Servicing Agreement. Any reference
in this prospectus supplement to any action to be taken by the CS Controlling
Party or the RP Controlling Party in its capacity as CS Controlling Holder or
RP Controlling Holder, as applicable, will mean such party's acting through its
related Operating Advisor if one has so been appointed.

     Subject to the limitations below, the Directing Certificateholder and,
with respect to (a) the CS Component Mortgage Loan (so long as a CS Control
Appraisal Period does not exist), the CS Controlling Holder and (b) the RP
Component Mortgage Loan (so long as a RP Control Appraisal Period does not
exist), the RP Controlling Holder, is entitled to advise the Special Servicer
and Master Servicer with respect to the following actions (the "Special
Actions"). Neither the Special Servicer nor the Master Servicer, as applicable,
will be permitted to take any of the following actions without complying with
the Approval Provisions (as defined below) (provided that if such response has
not been received within such time period by the Special Servicer or the Master
Servicer, as applicable, then the required party's approval will be deemed to
have been given):


                                     S-114


          (i) any proposed or actual foreclosure upon or comparable conversion
     (which may include acquisitions of an REO Property) of the ownership of
     properties securing such of the Specially Serviced Mortgage Loans as come
     into and continue in default;

          (ii) any modification or waiver of a term of a mortgage loan;

          (iii) any proposed or actual sale of a defaulted Mortgage Loan or REO
     Property (other than in connection with the termination of the Trust Fund
     as described under "Description of the Certificates--Termination;
     Retirement of Certificates" or pursuant to a Purchase Option as described
     below under "--Defaulted Mortgage Loans; Purchase Option" in this
     prospectus supplement or a repurchase by the related Mortgage Loan Seller
     due to certain breaches of the representations and warranties);

          (iv) any determination to bring an REO Property into compliance with
     applicable environmental laws or to otherwise address hazardous materials
     located at an REO Property;

          (v) any acceptance of substitute or additional collateral for a
     mortgage loan unless the lender is required to accept such collateral by
     the underlying loan documents;

          (vi) any waiver of a "due-on-sale" or "due-on-encumbrance" clause;

          (vii) any acceptance or approval of acceptance or consent to
     acceptance of an assumption agreement releasing a borrower from liability
     under a mortgage loan (subject to certain limited exceptions set forth in
     the Pooling and Servicing Agreement);

          (viii) any acceptance of any discounted payoffs;

          (ix) any release of earnout reserve funds (other than as expressly
     permitted by the related Mortgage Loan documents);

          (x) the release of any letters of credit that the lender is not
     required to accept based on the satisfaction of specific requirements set
     forth in the related underlying Mortgage Loan documentation;

          (xi) any approval of a material lease (in excess of 20% of leasable
     space) (other than as expressly permitted by the related Mortgage Loan
     documents); and

          (xii) any change in property manager or franchise (other than as
     expressly permitted by the related Mortgage Loan documents).

     The "Approval Provisions" mean the approvals and consents necessary in
connection with a Special Action or the extension of the maturity date of a
mortgage loan as described below:

          (i) with respect to any Non-Specially Serviced Mortgage Loan, the
     Master Servicer will be required to obtain the approval or consent of the
     Special Servicer in connection with a Special Action and the Special
     Servicer will be required to obtain the consent of the Directing
     Certificateholder;

          (ii) with respect to (A) any Non-Partitioned Mortgage Loan, other than
     the Bank of America Center Pari Passu Note A-3 Mortgage Loan, that is a
     Non-Specially Serviced Mortgage Loan or an extension of the maturity date
     of the Bank of America Center Pari Passu Note A-3 Mortgage Loan or a Post
     CAP Loan or (B) in connection with a Special Action for any Non-Partitioned
     Mortgage Loan or any Post CAP Loan, the Master Servicer will be required to
     obtain the approval and consent of the Special Servicer and the Special
     Servicer will be required to obtain the approval and consent of the
     Directing Certificateholder;

          (iii) with respect to any Non-Partitioned Mortgage Loan or any Post
     CAP Loan that is a Specially Serviced Mortgage Loan, the Special Servicer
     will be required to seek the approval and consent of the Directing
     Certificateholder in connection with a Special Action;

          (iv) with respect to the CS Component Mortgage Loan during any time
     period that a CS Control Appraisal Period does not exist, the Master
     Servicer, if the CS Component Mortgage Loan is a then Non-Specially
     Serviced Mortgage Loan, will be required to seek the approval


                                     S-115


     and consent of the Special Servicer, which consent will not be granted
     without the Special Servicer first obtaining the consent of the CS
     Controlling Holder, in connection with a Special Action;

          (v) with respect to the RP Component Mortgage Loan during any time
     period that a RP Control Appraisal Period does not exist, the Master
     Servicer, if the RP Component Mortgage Loan is a then Non-Specially
     Serviced Mortgage Loan, will be required to seek the approval and consent
     of the Special Servicer, which consent will not be granted without the
     Special Servicer first obtaining the consent of the RP Controlling Holder,
     in connection with a Special Action;

          (vi) with respect to the CS Component Mortgage Loan during any time
     period that a CS Control Appraisal Period does not exist, the Special
     Servicer, if the CS Component Mortgage Loan is a then Specially Serviced
     Mortgage Loan, will be required to seek the approval and consent of the CS
     Controlling Holder in connection with a Special Action; and

          (vii) with respect to the RP Component Mortgage Loan during any time
     period that a RP Control Appraisal Period does not exist, the Special
     Servicer, if the RP Component Mortgage Loan is a then Specially Serviced
     Mortgage Loan, will be required to seek the approval and consent of the RP
     Controlling Holder in connection with a Special Action.

     With respect to any extension or Special Action described in clause (ii)
above, the Special Servicer will respond to the Master Servicer of its decision
to grant or deny the Master Servicer's request for approval and consent within
ten business days of its receipt of such request and all information reasonably
requested by the Special Servicer as such time frame may be extended if the
Special Servicer is required to seek the consent of the Directing
Certificateholder, the CS Controlling Holder or the RP Controlling Holder, as
described below or, if the consent of the Rating Agencies may be required. If
the Special Servicer so fails to respond to the Master Servicer within the time
period referenced in the preceding sentence, such approval and consent will be
deemed granted. In addition in connection with clause (ii), the Directing
Certificateholder will respond to the Special Servicer of its decision to grant
or deny the Special Servicer's request for approval and consent within ten
business days of its receipt of such request. With respect to any Special
Action described in clause (iii) above, the Directing Certificateholder will
respond to the Special Servicer within ten business days of its receipt of such
request and such request will be deemed granted if the Directing
Certificateholder does not respond in such time frame. With respect to any
Special Action described in clauses (iv) through (ix) above, the Directing
Certificateholder, the CS Controlling Holder or the RP Controlling Holder, as
applicable, will respond to the Special Servicer, as applicable, within ten
business days of its receipt of a request for its approval and consent, and
such request will be deemed granted if the required party does not respond in
such time frame.

     The Directing Certificateholder, the CS Controlling Holder and the RP
Controlling Holder, as applicable, may direct the Special Servicer to take, or
to refrain from taking, certain actions as the Directing Certificateholder, the
CS Controling Holder or the RP Controlling Holder, as applicable, may deem
advisable or as to which provision is otherwise made in the Pooling and
Servicing Agreement; provided that no such direction and no objection
contemplated above or in this paragraph may require or cause the Special
Servicer or the Master Servicer, as applicable, to violate any REMIC
provisions, any provision of the Pooling and Servicing Agreement or applicable
law, including the Special Servicer's or the Master Servicer's, as applicable,
obligation to act in accordance with the Servicing Standard or expose the
Master Servicer, the Special Servicer, the Trust Fund or the Trustee to
liability, or materially expand the scope of the Special Servicer's
responsibilities under the Pooling and Servicing Agreement or cause the Special
Servicer to act or fail to act in a manner which, in the reasonable judgment of
the Special Servicer, is not in the best interests of the Certificateholders in
which event the Special Servicer or the Master Servicer, as applicable, shall
disregard any such direction or objection.

     None of the Directing Certificateholder, the CS Controlling Holder or the
RP Controlling Holder will have any liability whatsoever to the trust fund or
any Certificateholders other than the Controlling Class Certificateholders and
shall have no liability to any Controlling Class


                                     S-116


Certificateholder for any action taken, or for refraining from the taking of
any action, pursuant to the Pooling and Servicing Agreement, or for errors in
judgment; provided, however, that with respect to Controlling Class
Certificateholders, none of the Directing Certificateholder, the CS Controlling
Holder or the RP Controlling Holder will be protected against any liability to
the Controlling Class Certificateholders which would otherwise be imposed by
reason of willful misfeasance, bad faith or negligence in the performance of
duties or by reason of reckless disregard of obligations or duties. Each
Certificateholder acknowledges and agrees, by its acceptance of its
Certificates, (i) that the Directing Certificateholder, the CS Controlling
Holder or the RP Controlling Holder may have special relationships and
interests that conflict with those of holders of one or more classes of
Certificates, (ii) that the Directing Certificateholder, the CS Controlling
Holder or the RP Controlling Holder may act solely in the interests of the
holders of the Controlling Class, Class CS or the RP Controlling Class, as
applicable, (iii) that the Directing Certificateholder, the CS Controlling
Holder or the RP Controlling Holder does not have any duties to the holders of
any class of Certificates other than the Controlling Class, Class CS or the RP
Controlling Class, as applicable, and (iv) that the Directing
Certificateholder, the CS Controlling Holder or the RP Controlling Holder may
take actions that favor the interests of the holders of the Controlling Class,
Class CS or the RP Controlling Class, as applicable.

     At any time that there is no Directing Certificateholder, CS Controlling
Holder, RP Controlling Holder, holder of the related CBA B Note or Operating
Advisor for any of them, or that any such party has not been properly
identified to the Master Servicer and/or the Special Servicer, such servicer(s)
will not have any duty to provide any notice to or seek the consent or approval
of such party with respect to any matter.

     The Master Servicer and Special Servicer will each be required to service
and administer any group of related Cross-Collateralized Mortgage Loans as a
single Mortgage Loan as and when it deems necessary and appropriate, consistent
with the Servicing Standard. If any Cross-Collateralized Mortgage Loan becomes
a Specially Serviced Mortgage Loan, then each other Mortgage Loan that is
cross-collateralized with it shall also become a Specially Serviced Mortgage
Loan. Similarly, no Cross-Collateralized Mortgage Loan shall subsequently
become a Corrected Mortgage Loan, unless and until all Servicing Transfer
Events in respect of each other Mortgage Loan with which it is
cross-collateralized, are remediated or otherwise addressed as contemplated
above.

     Set forth below is a description of certain pertinent provisions of the
Pooling and Servicing Agreement relating to the servicing of the Mortgage
Loans. Reference is also made to the accompanying prospectus, in particular to
the section captioned "The Pooling and Servicing Agreements", for additional
important information regarding the terms and conditions of the Pooling and
Servicing Agreement as such terms and conditions relate to the rights and
obligations of the Master Servicer and the Special Servicer thereunder. In
addition, as described in "--Servicing of the Bank of America Center Whole
Loan", the Bank of America Center Pari Passu Note A-3 Mortgage Loan is being
serviced pursuant to the Bank of America Center Pooling and Servicing
Agreement. Investors should consider that the servicing arrangements with
respect to the Bank of America Center Whole Loan are generally similar to but
not identical to the servicing arrangements set forth in the Pooling and
Servicing Agreement as described in this prospectus supplement and should refer
to "--Servicing of the Bank of America Center Whole Loan" for a discussion of
certain differences in the servicing arrangements for the Bank of America
Center Whole Loan and the Mortgage Loans serviced under the Pooling and
Servicing Agreement.


THE MASTER SERVICER

     Bank of America, N.A. will be the Master Servicer. Bank of America, N.A.
will be the Master Servicer through its Capital Markets Servicing Group
("BOA-CMSG"), a division of Bank of America, N.A. BOA-CMSG's principal offices
are located at NC1-026-06-01, 900 West Trade Street, Suite 650, Charlotte,
North Carolina 28255. BOA-CMSG was formed in 1994 as a result of the Security
Pacific National Bank and Bank of America NT&SA merger, combining term loan
portfolios from bank units, affiliates and the CMBS portfolio from the Bank of
America NT&SA's trust group. As a result of the merger between Bank of America
NT&SA and NationsBank, N.A., BOA-CMSG


                                     S-117


was reorganized to perform warehouse and primary servicing for Bank of America
N.A.'s conduit platform. As of September 30, 2004 BOA-CMSG acted as a full,
master or primary servicer on approximately 3,550 loans which total
approximately $27.5 billion. Bank of America, N.A. has been approved as a
master servicer by S&P, Moody's and Fitch, Inc. ("Fitch").

     The information set forth herein concerning the Master Servicer has been
provided by the Master Servicer. Neither the Depositor nor any Underwriter or
other person other than the Master Servicer makes any representation or
warranty as to the accuracy or completeness of such information.


THE SPECIAL SERVICER

     Lennar Partners, Inc., a Florida corporation and a subsidiary of LNR
Property Corporation ("LNR"), will initially be appointed as special servicer
of the Mortgage Loans. The principal executive offices of the Special Servicer
are located at 1601 Washington Avenue, Miami Beach, Florida 33139, and its
telephone number is (305) 695-5600. LNR, its subsidiaries and affiliates are
involved in the real estate investment, finance and management business and
engage principally in (i) acquiring, developing, repositioning, managing and
selling commercial and multi-family residential real estate properties, (ii)
investing in high-yielding real estate loans, and (iii) investing in and
managing as special servicer, unrated and non-investment grade rated commercial
mortgage-backed securities. The Special Servicer and its affiliates have
regional offices located across the country in Florida, Georgia, Oregon, Texas,
Massachusetts, North Carolina and California and in Europe in London, England
and Paris, France. As of May 31, 2004, the Special Servicer and its affiliates
were managing a portfolio which included an original count of 16,700 assets in
all 50 states across the country and in Europe with an original face value of
over $125 billion, most of which are commercial real estate assets. Included in
this managed portfolio are $122 billion of commercial real estate assets
representing 126 securitization transactions, for which the Special Servicer
acts as special servicer. The Special Servicer and its affiliates own and are
in the business of acquiring assets similar in type to the assets of the Trust
Fund. Accordingly, the assets of the Special Servicer and its affiliates may,
depending upon the particular circumstances including the nature and location
of such assets, compete with the Mortgaged Properties for tenants, purchasers,
financing and so forth.

     The information set forth herein concerning the Special Servicer has been
provided by the Special Servicer and neither the Depositor nor any Underwriter
makes any representation or warranty as to the accuracy or completeness of such
information.


SUB-SERVICERS

     The Master Servicer and, with the consent of the Directing
Certificateholder, the Special Servicer may each delegate its servicing
obligations in respect of the Mortgage Loans serviced thereby to one or more
third-party servicers (each, a "Sub-Servicer"). A majority of the Mortgage
Loans are currently being primary serviced by third-party servicers that are
entitled to and will become Sub-Servicers of such loans on behalf of the Master
Servicer. In this regard, GEMSA Loan Services, L.P., an affiliate of GECC, is
expected to be the primary servicer of the GECC Mortgage Loans. Notwithstanding
the delegation of duties to a Sub-Servicer, the Master Servicer or Special
Servicer, as the case may be, will remain obligated under the Pooling and
Servicing Agreement for such delegated duties, except with respect to any
primary servicing responsibilities with respect to the GECC Mortgage Loans that
GEMSA agrees to become directly obligated to perform under the Pooling and
Servicing Agreement relating to the enforcement of due-on-sale clauses,
due-on-encumbrance clauses and the approval of assumption agreements,
amendments and other matters. Each sub-servicing agreement between the Master
Servicer or Special Servicer, as the case may be, and a Sub-Servicer (each, a
"Sub-Servicing Agreement") must provide that, if for any reason the Master
Servicer or Special Servicer, as the case may be, is no longer acting in such
capacity, the Trustee or any successor to such Master Servicer or Special
Servicer will assume such party's rights and obligations under such
Sub-Servicing Agreement if the Sub-Servicer meets certain conditions set forth
in the Pooling and Servicing Agreement. The Master Servicer and Special
Servicer will each be required to monitor the performance of Sub-Servicers
retained by it.


                                     S-118


     The Trust will not be responsible for any fees owed to any Sub-Servicer
retained by the Master Servicer or the Special Servicer. Each Sub-Servicer
retained thereby will be reimbursed by the Master Servicer or Special Servicer,
as the case may be, for certain expenditures which it makes, generally to the
same extent the Master Servicer or Special Servicer would be reimbursed under
the Pooling and Servicing Agreement. See "Servicing of the Mortgage
Loans--Servicing and Other Compensation and Payment of Expenses" in this
prospectus supplement.


SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES

     The principal compensation to be paid to the Master Servicer in respect of
its master servicing activities will be the Master Servicing Fee. As mentioned
above, the CS Subordinate Component and the RP Subordinate Components will be
serviced and administered under the Pooling and Servicing Agreement as if each
were one Mortgage Loan. Accordingly, the Master Servicer or the Special
Servicer, as the case may be, will be entitled to receive the servicing fees
and other forms of compensation as described below. The Master Servicer will be
entitled to receive a Master Servicing Fee on the CS Subordinate Component and
the RP Subordinate Components.

     The "Master Servicing Fee" will be payable monthly on a loan-by-loan basis
from amounts received in respect of interest on each Mortgage Loan and CBA
Whole Loan (including Specially Serviced Mortgage Loans, the CBA Whole Loans
and Mortgage Loans as to which the related Mortgaged Property has become an REO
Property), for each calendar month commencing with November 2004 or any
applicable portion thereof, will accrue at the applicable Master Servicing Fee
Rate and will be computed on the same principal amount as interest accrues from
time to time during such calendar month (or portion thereof) on such Mortgage
Loan or such CBA Whole Loan or is deemed to accrue from time to time during
such calendar month (or portion thereof) on such REO Loan, as the case may be,
and shall be calculated on the same Interest Accrual Basis as is applicable for
such Mortgage Loan or such CBA Whole Loan. The "Master Servicing Fee Rate" will
range from approximately 0.030% to 0.120% per annum, on a loan-by-loan basis,
with a weighted average Master Servicing Fee Rate of 0.062% per annum as of the
Cut-off Date. As additional servicing compensation, the Master Servicer will be
entitled to retain Prepayment Interest Excesses (as described below) collected
on the Mortgage Loans. In addition, the Master Servicer will be authorized to
invest or direct the investment of funds held in any and all accounts
maintained by it that constitute part of the Certificate Account, in certain
government securities and other investment grade obligations specified in the
Pooling and Servicing Agreement ("Permitted Investments"), and the Master
Servicer will be entitled to retain any interest or other income earned on such
funds, but will be required to cover any losses from its own funds without any
right to reimbursement, except to the extent such losses are incurred solely as
the result of the insolvency of the federal or state chartered depository
institution or trust company that holds such investment accounts, so long as
such depository institution or trust company satisfied the qualifications set
forth in the Pooling and Servicing Agreement in the definition of "eligible
account" at the time such investment was made.

     If a borrower prepays a Mortgage Loan, in whole or in part, after the Due
Date but on or before the Determination Date in any calendar month, the amount
of interest (net of related Master Servicing Fees) accrued on such prepayment
from such Due Date to, but not including, the date of prepayment (or any later
date through which interest accrues) will, to the extent actually collected,
constitute a "Prepayment Interest Excess". Conversely, if a borrower prepays a
Mortgage Loan, in whole or in part, after the Determination Date in any
calendar month and does not pay interest on such prepayment through the end of
such calendar month, then the shortfall in a full month's interest (net of
related Master Servicing Fees) on such prepayment will constitute a "Prepayment
Interest Shortfall". Prepayment Interest Excesses (to the extent not offset by
Prepayment Interest Shortfalls) collected on the Mortgage Loans will be
retained by the Master Servicer as additional servicing compensation. The
Master Servicer will deliver to the Trustee for deposit in the Distribution
Account on each Master Servicer Remittance Date, without any right of
reimbursement thereafter, a cash payment (a "Compensating Interest Payment") in
an amount equal to the sum of (i) the aggregate amount of Balloon Payment
Interest Shortfalls, if any, incurred in connection with Balloon Payments
received in respect of the Mortgage Loans during the most recently ended


                                     S-119


Collection Period, plus (ii) the lesser of (A) the aggregate amount of
Prepayment Interest Shortfalls, if any, incurred in connection with principal
prepayments received in respect of the Mortgage Loan during the most recently
ended Collection Period, and (B) the aggregate of (1) that portion of its
Master Servicing Fees for the related Collection Period that is, in the case of
each and every Mortgage Loan and REO Loan for which such Master Servicing Fees
are being paid in such Collection Period, calculated at 0.02% per annum for
Bank of America Mortgage Loans and 0.01% per annum for GACC Mortgage Loans and
GECC Mortgage Loans, and (2) all Prepayment Interest Excesses received in
respect of the Mortgage Loans during the most recently ended Collection Period,
plus (iii) in the event that any principal prepayment was received on the last
business day of the second most recently ended Collection Period, but for any
reason was not included as part of the Master Servicer Remittance Amount for
the preceding Master Servicer Remittance Date (other than because of
application of the subject principal prepayment for another purpose), the total
of all interest and other income accrued or earned on the amount of such
principal prepayment while it is on deposit with the Master Servicer, provided,
however, that if a Prepayment Interest Shortfall occurs as a result of the
Master Servicer's allowing the related Borrower to deviate from the terms of
the related Mortgage Loan documents regarding principal prepayments (other than
(v) on a Specially Serviced Mortgage Loan, (w) a payment of insurance proceeds
or condemnation proceeds, (x) a payment subsequent to a default under the
related Mortgage loan documents (provided the Master Servicer reasonably
believes that acceptance of such payment is consistent with the Servicing
Standard and has obtained the consent of the Special Servicer), (y) pursuant to
applicable law or a court order, or (z) at the request or with the consent of
the Directing Certificateholder), then, for purposes of calculating the
Compensating Interest Payment for the subject Collection Period, the amount in
clause (ii) above shall be the aggregate of (A) all Master Servicing Fees for
such Collection Period and (B) all Prepayment Interest Excesses and, to the
extent earned on principal prepayments, Net Investment Earnings received by the
Master Servicer during such Collection Period; and provided, further, that the
rights of the Certificateholders to offset of the aggregate Prepayment Interest
Shortfalls shall not be cumulative.

     A "Balloon Payment Interest Shortfall" is, with respect to any Balloon
Loan with a Maturity Date that occurs after, or that provides for a grace
period for its Balloon Payment that runs past, the Determination Date in any
calendar month, and as to which the Balloon Payment is actually received after
the Determination Date in such calendar month (but no later than its Maturity
Date or, if there is an applicable grace period, beyond the end of such grace
period), the amount of interest, to the extent not collected from the related
Determination Date, that would have accrued on the principal portion of such
Balloon Payment during the period from the related Maturity Date to, but not
including, the first day of the calendar month following the month of maturity
(less the amount of related Master Servicing Fees that would have been payable
from that uncollected interest and, if applicable, exclusive of any portion of
that uncollected interest that would have been Default Interest). In no event
will the rights of the Certificateholders to offset of the aggregate Prepayment
Interest Shortfalls be cumulative.

     The principal compensation to be paid to the Special Servicer in respect
of its special servicing activities will be the Special Servicing Fee, the
Workout Fee and the Liquidation Fee. The "Special Servicing Fee" for any
particular calendar month or applicable portion thereof will accrue with
respect to each Specially Serviced Mortgage Loan (other than the Bank of
America Center Pari Passu Note A-3 Mortgage Loan) (including, if applicable,
the related CBA B Note) and each Mortgage Loan and each CBA Whole Loan as to
which the related Mortgaged Property has become an REO Property, at a rate
equal to 0.25% (25 basis points) per annum (the "Special Servicing Fee Rate"),
on the same principal amount as interest accrues from time to time during such
calendar month (or portion thereof) on such Specially Serviced Mortgage Loan or
is deemed to accrue from time to time during such calendar month (or portion
thereof) on such REO Loan, as the case may be, and shall be calculated on the
same Interest Accrual Basis as is applicable for such Specially Serviced
Mortgage Loan or REO Loan, as the case may be. All such Special Servicing Fees
will be payable monthly from general collections on the Mortgage Loans and any
REO Properties on deposit in the Certificate Account (or, in the case of a CBA
B Note, the related custodial account) from time to


                                     S-120


time. A "Workout Fee" will in general be payable with respect to each Corrected
Mortgage Loan (including, if applicable, the related CBA B Note). As to each
Corrected Mortgage Loan (including, if applicable, the related CBA B Note), the
Workout Fee will be payable out of, and will be calculated by application of a
"Workout Fee Rate" of 1.0% (100 basis points) to, each collection of interest
(other than Default Interest (as defined below)) and principal (including
scheduled payments, prepayments, Balloon Payments, Liquidation Proceeds (other
than in connection with Liquidation Proceeds paid by the Master Servicer, the
Special Servicer, a Class CS Certificateholder, a Class RP Certificateholder or
the holder or holders of Certificates evidencing a majority interest in such
Controlling Class) and payments at maturity) received on such Mortgage Loan for
so long as it remains a Corrected Mortgage Loan. The Workout Fee with respect
to any Corrected Mortgage Loan will cease to be payable if such loan again
becomes a Specially Serviced Mortgage Loan or if the related Mortgaged Property
becomes an REO Property; provided that a new Workout Fee will become payable if
and when such Mortgage Loan again becomes a Corrected Mortgage Loan. If the
Special Servicer is terminated, resigns or is replaced, it shall retain the
right to receive any and all Workout Fees payable with respect to (i) any
Mortgage Loans serviced by it that became Corrected Mortgage Loans during the
period that it acted as Special Servicer and were still such at the time of
such termination or resignation and (ii) (other than if it was terminated for
cause in which case only the preceding clause (i) shall apply) any Specially
Serviced Mortgage Loans for which the Special Servicer has resolved all of the
circumstances and/or conditions causing any such Mortgage Loan to be a
Specially Serviced Mortgage Loan but which had not as of the time the Special
Servicer was terminated or resigned become a Corrected Mortgage Loan solely
because the related mortgagor had not made three consecutive timely Monthly
Payments and which subsequently becomes a Corrected Mortgage Loan as a result
of the related mortgagor making such three consecutive timely monthly payments
(and the successor to the Special Servicer shall not be entitled to any portion
of such Workout Fees), in each case until the Workout Fee for any such loan
ceases to be payable in accordance with the preceding sentence. A "Liquidation
Fee" will be payable with respect to each Specially Serviced Mortgage Loan as
to which the Special Servicer obtains a full or discounted payoff or
unscheduled or partial payments in lieu thereof with respect thereto from the
related borrower and, except as otherwise described below, with respect to any
Specially Serviced Mortgage Loan or REO Property as to which the Special
Servicer receives any Liquidation Proceeds, Insurance Proceeds or Condemnation
Proceeds. As to each such Specially Serviced Mortgage Loan and REO Property,
the Liquidation Fee will be payable from, and will be calculated by application
of a "Liquidation Fee Rate" of 1.0% (100 basis points) to, the related payment
or proceeds (other than any portion thereof that represents accrued but unpaid
Default Interest). Notwithstanding anything to the contrary described above, no
Liquidation Fee will be payable based on, or out of, Liquidation Proceeds
received in connection with (i) the repurchase of any Mortgage Loan by the
related Mortgage Loan Seller, for a breach of representation or warranty or for
defective or deficient Mortgage Loan documentation so long as such repurchase
occurs within the time frame set forth in the Pooling and Servicing Agreement,
(ii) the purchase of any Specially Serviced Mortgage Loan by the Master
Servicer, the Special Servicer, any holder or holders of Certificates
evidencing a majority interest in the Controlling Class, the CS Controlling
Holder, the RP Controlling Holder or any mezzanine lender which purchase occurs
not later than 90 days following the Special Servicer's determination of fair
value, as discussed below in "--Defaulted Mortgage Loans; Purchase Option", or
(iii) the purchase of all of the Mortgage Loans and REO Properties by the
Master Servicer, the Special Servicer or any holder or holders of Certificates
evidencing a majority interest in the Controlling Class in connection with the
termination of the Trust. However, the Special Servicer will be authorized to
invest or direct the investment of funds held in any and all accounts
maintained by it that constitute part of the Certificate Account, in Permitted
Investments and the Special Servicer will be entitled to retain any interest or
other income earned on such funds, but will be required to cover any losses
from its own funds without any right to reimbursement, except to the extent
such losses are incurred solely as the result of the insolvency of the federal
or state chartered depository institution or trust company that holds such
investment accounts, so long as such depository institution or trust company
satisfied the qualifications set forth in the Pooling and Servicing Agreement
in the definition of "eligible account" at the time such investment was made.
Some or all


                                     S-121


of the items referred to in the prior paragraphs that are collected in respect
of a CBA B Note may also be paid to, and allocated between, the Master Servicer
and the Special Servicer, as additional compensation, as provided in the
Pooling and Servicing Agreement.


     The Master Servicer and the Special Servicer will each be responsible for
the fees of any Sub-Servicers retained by it (without right of reimbursement
therefor). As additional servicing compensation, the Master Servicer and the
Special Servicer, as set forth in the Pooling and Servicing Agreement,
generally will be entitled to retain all assumption and modification fees,
charges for beneficiary statements or demands and any similar fees, in each
case to the extent actually paid by the borrowers with respect to such Mortgage
Loans (and, accordingly, such amounts will not be available for distribution to
Certificateholders). In addition, the Master Servicer as to Non-Specially
Serviced Mortgage Loans and the Special Servicer as to Specially Serviced
Mortgage Loans will also be entitled to retain as additional servicing
compensation "Default Interest" in excess of interest at the related Mortgage
Rate accrued as a result of a default) and late payment charges (late payment
charges and Default Interest are referred to in this prospectus supplement as
"Default Charges") only after such Default Charges has been applied: (1) to pay
the Master Servicer, the Special Servicer or the Trustee, as applicable, any
unpaid interest on advances made by that party with respect to any REO Loan or
Mortgage Loan in the Mortgage Pool, (2) to reimburse the Trust Fund for any
interest on advances that were made with respect to any Mortgage Loan, since
the Delivery Date during the 12-month period preceding receipt of such Default
Charges, which interest was paid to the Master Servicer, the Special Servicer
or the Trustee, as applicable, from a source of funds other than Default
Charges collected on the Mortgage Pool, (3) to reimburse the Special Servicer
for Servicing Advances made for the cost of inspection on a Specially Serviced
Mortgage Loan and (4) to pay, or to reimburse the Trust Fund for, any other
Additional Trust Fund Expenses incurred with respect to any Mortgage Loan
during the 12-month period preceding receipt of such Default Charges, which
expense if paid from a source of funds other than Default Charges collected on
the Mortgage Pool, is or will be an Additional Trust Fund Expense. Any Default
Charges remaining after the application described in the immediately preceding
clause (1) through (4) will be allocated as Additional Servicing Compensation
between the Master Servicer and the Special Servicer as set forth in the
Pooling and Servicing Agreement. The Master Servicer (except to the extent the
Sub-Servicers are entitled thereto pursuant to the applicable Sub-Servicing
Agreement) (or, with respect to accounts held by the Special Servicer, the
Special Servicer) shall be entitled to receive all amounts collected for checks
returned for insufficient funds with respect to the Mortgage Loans as
additional servicing compensation. In addition, collections on a Mortgage Loan
are to be applied to interest (at the related Mortgage Rate) and principal then
due and owing prior to being applied to Default Charges. The Master Servicer
(or if applicable a Sub-Servicer) may grant a one time waiver of Default
Charges in connection with a late payment by a borrower provided that for any
waiver thereafter with respect to any loan that is 30 days or more past due and
with respect to which Advances, Advance Interest or Additional Trust Fund
Expenses (including any Additional Trust Fund Expense previously reimbursed or
paid by the Trust Fund, but not so reimbursed by the related mortgagor or other
party from Insurance Proceeds, Condemnation Proceeds or otherwise) that have
been incurred and are outstanding, the Master Servicer must seek the consent of
the Directing Certificateholder.

     The Master Servicer and the Special Servicer will, in general, each be
required to pay its expenses incurred by it in connection with its servicing
activities under the Pooling and Servicing Agreement, and neither will be
entitled to reimbursement therefor except as expressly provided in the Pooling
and Servicing Agreement. In general, customary, reasonable and necessary "out
of pocket" costs and expenses incurred by the Master Servicer or Special
Servicer in connection with the servicing of a Mortgage Loan or a CBA Whole
Loan after a default, delinquency or other unanticipated event, or in
connection with the administration of any REO Property, will constitute
"Servicing Advances" (Servicing Advances and P&I Advances, collectively,
"Advances") and, in all cases (subject to recoverability and excluding the Bank
of America Center Pari Passu Note A-3 Mortgage Loan for which Advances shall be
governed by the terms of the Bank of America Center Pooling and Servicing
Agreement), will be reimbursable from future payments and other collections,


                                     S-122


including in the form of Insurance Proceeds, Condemnation Proceeds and
Liquidation Proceeds, on or in respect of the related Mortgage Loan or the
related CBA Whole Loan REO Property ("Related Proceeds"). Notwithstanding the
foregoing, the Master Servicer and the Special Servicer will each be permitted
to pay, or to direct the payment of, certain servicing expenses directly out of
the Certificate Account and at times without regard to the relationship between
the expense and the funds from which it is being paid (including in connection
with the remediation of any adverse environmental circumstance or condition at
a Mortgaged Property or an REO Property, although in such specific
circumstances the Master Servicer may advance the costs thereof). The Special
Servicer will be required to direct the Master Servicer to make Servicing
Advances (which include certain Servicing Advances that must be made within
five business days in order to avoid a material adverse consequence to the
Trust Fund (any such Advance, an "Emergency Advance")); provided that the
Special Servicer may, at its option, make such Servicing Advance itself
(including Emergency Advances). The Special Servicer is, however, obligated to
make any Servicing Advance with respect to Specially Serviced Mortgage Loans
and REO Properties which it fails to timely request the Master Servicer to
make. The Special Servicer may no more than once per calendar month require the
Master Servicer to reimburse it for any Servicing Advance (including an
Emergency Advance) made by the Special Servicer (after reimbursement, such
Servicing Advance will be deemed to have been made by the Master Servicer) to
the extent such Servicing Advance is not a Nonrecoverable Advance. The Special
Servicer will be relieved of any obligations with respect to a Servicing
Advance that it timely requests the Master Servicer to make (regardless of
whether or not the Master Servicer makes that Advance).

     If the Master Servicer or the Special Servicer is required under the
Pooling and Servicing Agreement to make a Servicing Advance, but neither does
so within 10 days after such Advance is required to be made, then the Trustee
will, if it has actual knowledge of such failure, be required to give the
Master Servicer or Special Servicer, as the case may be, notice of such failure
and, if such failure continues for three more business days, the Trustee will
be required to make such Servicing Advance.

     The Master Servicer, the Special Servicer and the Trustee will be
obligated to make Servicing Advances only to the extent that such Servicing
Advances are, in the reasonable judgment of the Master Servicer, the Special
Servicer or the Trustee, as the case may be, ultimately recoverable from
Related Proceeds (any Servicing Advance not so recoverable, a "Nonrecoverable
Servicing Advance"). The Trustee and the Master Servicer will be permitted to
rely on any nonrecoverability determination made by the Special Servicer and
shall be bound by such determination.

     The foregoing paragraph notwithstanding, the Master Servicer may,
including at the direction of the Special Servicer, if a Specially Serviced
Mortgage Loan or an REO Property is involved, pay directly out of the
Certificate Account (or, if a CBA Whole Loan is involved, out of the related
custodial account) any servicing expense that, if paid by the Master Servicer
or the Special Servicer, would constitute a Nonrecoverable Servicing Advance;
provided that the Master Servicer (or the Special Servicer if a Specially
Serviced Mortgage Loan or an REO Property is involved) has determined in
accordance with the Servicing Standard that making such payment is in the best
interests of the Certificateholders and, if a CBA Whole Loan is involved, the
holder of the related CBA B Note, (as a collective whole), as evidenced by an
officer's certificate delivered promptly to the Trustee, the Depositor and the
Rating Agencies, setting forth the basis for such determination and accompanied
by any supporting information the Master Servicer or the Special Servicer may
have obtained.

     As and to the extent described herein, the Master Servicer, the Special
Servicer and the Trustee are each entitled to receive interest at the
Reimbursement Rate (compounded monthly) on Servicing Advances made thereby. See
"The Pooling and Servicing Agreements--Certificate Account" and "--Servicing
Compensation and Payment of Expenses" in the accompanying prospectus and
"Description of the Certificates--P&I Advances" in this prospectus supplement.


                                     S-123



EVIDENCE AS TO COMPLIANCE

     On or before April 30 of each year, beginning April 30, 2005 (or, as to
any such year, such earlier date as is contemplated by the Pooling and
Servicing Agreement), each of the Master Servicer and the Special Servicer, at
its expense, shall cause a firm of independent public accountants (which may
also render other Services to the Master Servicer or the Special Servicer, as
the case may be) and that is a member of the American Institute of Certified
Public Accountants, to furnish a statement to the Depositor and the Trustee to
the effect that (i) it has obtained a letter of representation regarding
certain matters from the management of the Master Servicer and the Special
Servicer, as the case may be, which includes an assertion that the Master
Servicer and the Special Servicer, as the case may be, has complied with
certain minimum mortgage loan servicing standards (to the extent applicable to
commercial and multifamily mortgage loans) identified in the Uniform Single
Association Program for Mortgage Bankers established by the Mortgage Bankers
Association of America, with respect to the servicing of commercial and
multifamily mortgage loans during the most recently completed calendar year and
(ii) on the basis of an examination conducted by such firm in accordance with
standards established by the American Institute of Certified Public
Accountants, such representation is fairly stated in all material respects,
subject to such exceptions and other qualifications that may be appropriate. In
rendering its report such firm may rely, as to matters relating to the direct
servicing of commercial and multifamily mortgage loans by Sub-Servicers, upon
comparable reports of firms of independent certified public accountants
rendered on the basis of examinations conducted in accordance with the same
standards (rendered within one year of such report) with respect to those
sub-servicers.

     The Pooling and Servicing Agreement also requires that, on or before a
specified date in each year, commencing in 2005, each of the Master Servicer
and the Special Servicer deliver to the Trustee a statement signed by one or
more officers thereof to the effect that the Master Servicer or Special
Servicer, as the case may be, has fulfilled its material obligations under the
Pooling and Servicing Agreement in all material respects throughout the
preceding calendar year or the portion thereof during which the Certificates
were outstanding.


MODIFICATIONS, WAIVERS, AMENDMENTS AND CONSENTS

     The Master Servicer (as to Mortgage Loans or CBA Whole Loans which are not
Specially Serviced Mortgage Loans (each a "Non-Specially Serviced Mortgage
Loan")) (subject to obtaining the consent of the Special Servicer, the CS
Controlling Holder and the RP Controlling Holder, as applicable) and the
Special Servicer (as to Specially Serviced Mortgage Loans subject to the
requirements regarding the resolution of Defaulted Mortgage Loans described
below under "--Defaulted Mortgage Loans; Purchase Option" in this prospectus
supplement) each may, consistent with the Servicing Standard, agree to any
modification, waiver or amendment of any term of, forgive or defer the payment
of interest on and principal of, permit the release, addition or substitution
of collateral securing, and/or permit the release of the borrower on or any
guarantor of any Mortgage Loan it is required to service and administer,
without the consent of the Trustee, subject, however, to the rights of consent
provided to the Directing Certificateholder, the CS Controlling Holder, the RP
Controlling Holder, any mezzanine lender, or the holder of the related CBA B
Note, as applicable, and to each of the following limitations, conditions and
restrictions:

          (i) with limited exception the Master Servicer shall not agree to any
     modification, waiver or amendment of any term of, or take any of the other
     above referenced acts with respect to any Mortgage Loan or any CBA Whole
     Loan that would affect the amount or timing of any related payment of
     principal, interest or other amount payable under such Mortgage Loan or
     such CBA Whole Loan or affect the security for such Mortgage Loan or such
     CBA Whole Loan unless the Master Servicer has obtained the consent of the
     Special Servicer (it being understood and agreed that (A) the Master
     Servicer shall promptly provide the Special Servicer with notice of any
     borrower request for such modification, waiver or amendment, the Master
     Servicer's recommendations and analysis, and with all information
     reasonably available to the Master Servicer that the Special Servicer may
     reasonably request in order to withhold or grant any such consent, each of
     which shall be provided reasonably promptly in accordance with the
     Servicing


                                     S-124


     Standard, (B) the Special Servicer shall decide whether to withhold or
     grant such consent in accordance with the Servicing Standard and (C) if any
     such consent has not been expressly responded to within 10 business days of
     the Special Servicer's receipt from the Master Servicer of the Master
     Servicer's recommendations and analysis and all information reasonably
     requested thereby as such time frame may be extended if the Special
     Servicer is required to seek the consent of the Directing Certificateholder
     the CS Controlling Holder, the RP Controlling Holder, or the Rating
     Agencies, as the case may be in order to make an informed decision (or, if
     the Special Servicer did not request any information, within ten business
     days from such notice), such consent shall be deemed to have been granted);

          (ii) the Master Servicer may (with the consent of the Directing
     Certificateholder) extend the maturity date of any Mortgage Loan (including
     any CBA Whole Loan, if applicable) having a term of five years or less for
     up to 6 months (but no more than two such extensions by the Master Servicer
     shall occur);

          (iii) with limited exception the Special Servicer may not agree to (or
     in the case of a Non-Specially Serviced Mortgage Loan, consent to the
     Master Servicer's agreeing to) any modification, waiver or amendment of any
     term of, or take (or in the case of a Non-Specially Serviced Mortgage Loan,
     consent to the Master Servicer's taking) any of the other above referenced
     actions with respect to, any Mortgage Loan or any CBA Whole Loan it is
     required to service and administer that would affect the amount or timing
     of any related payment of principal, interest or other amount payable
     thereunder or, in the reasonable judgment of the Special Servicer would
     materially impair the security for such Mortgage Loan or such CBA Whole
     Loan unless a material default on such Mortgage Loan or such CBA Whole Loan
     has occurred or, in the reasonable judgment of the Special Servicer, a
     default in respect of payment on such Mortgage Loan is reasonably
     foreseeable, and such modification, waiver, amendment or other action is
     reasonably likely to produce a greater recovery to Certificateholders and,
     if a CBA Whole Loan is involved, the holder of the related CBA B Note, on a
     net present value basis than would liquidation as certified to the Trustee
     in an officer's certificate;

          (iv) the Special Servicer shall not extend (or in the case of a
     Non-Specially Serviced Mortgage Loan or CBA Whole Loan consent to the
     Master Servicer's extending) the date on which any Balloon Payment is
     scheduled to be due on any Mortgage Loan beyond the earliest of (A) two
     years prior to the Rated Final Distribution Date or with respect to the CS
     Component Mortgage Loan and the RP Component Mortgage Loan, the related
     date set forth in the Pooling and Servicing Agreement, and (B) if such
     Mortgage Loan or such CBA Whole Loan is secured by a Mortgage solely or
     primarily on the related mortgagor's leasehold interest in the related
     Mortgaged Property, 20 years (or, to the extent consistent with the
     Servicing Standard, giving due consideration to the remaining term of the
     ground lease, 10 years) prior to the end of the then current term of the
     related ground lease (plus any unilateral options to extend);

          (v) neither the Master Servicer nor the Special Servicer shall make or
     permit any modification, waiver or amendment of any term of, or take any of
     the other above referenced actions with respect to, any Mortgage Loan that
     would result in an adverse REMIC event with respect to the Component
     Mortgage Loan REMIC, REMIC I or REMIC II;

          (vi) subject to applicable law, the related Mortgage Loan documents
     and the Servicing Standard, neither the Master Servicer nor the Special
     Servicer shall permit any modification, waiver or amendment of any term of
     any Mortgage Loan or any CBA Whole Loan unless all related fees and
     expenses are paid by the related borrower;

          (vii) except for substitutions contemplated by the terms of the
     Mortgage Loans or the CBA Whole Loans, the Special Servicer shall not
     permit (or, in the case of a Non-Specially Serviced Mortgage Loan, consent
     to the Master Servicer's permitting) any borrower to add or substitute real
     estate collateral for its Mortgage Loan or CBA Whole Loan unless the
     Special Servicer shall have first determined in its reasonable judgment,
     based upon a Phase I environmental assessment (and any additional
     environmental testing as the Special Servicer deems necessary and
     appropriate), that such additional or substitute collateral is in
     compliance with applicable


                                     S-125



     environmental laws and regulations and that there are no circumstances or
     conditions present with respect to such new collateral relating to the use,
     management or disposal of any hazardous materials for which investigation,
     testing, monitoring, containment, clean-up or remediation would be required
     under any then applicable environmental laws and/or regulations;

          (viii) with limited exceptions, including a permitted defeasance as
     described above under "Description of the Mortgage Pool--Certain Terms and
     Conditions of the Mortgage Loans-- Defeasance" in this prospectus
     supplement and specific releases contemplated by the terms of the mortgage
     loans in effect on the Delivery Date, the Special Servicer shall not permit
     the release (or, in the case of a Non-Specially Serviced Mortgage Loan,
     consent to the Master Servicer's releasing), including in connection with a
     substitution contemplated by clause (vi) above, any collateral securing a
     performing Mortgage Loan; except where a Mortgage Loan (or, in the case of
     a group of Cross-Collateralized Mortgage Loans, where such entire group of
     Cross-Collateralized Mortgage Loans) is satisfied, or except in the case of
     a release where (A) either (1) the use of the collateral to be released
     will not, in the reasonable judgment of the Special Servicer, materially
     and adversely affect the net operating income being generated by or the use
     of the related Mortgaged Property, or (2) there is a corresponding
     principal pay down of such Mortgage Loan in an amount at least equal to the
     appraised value of the collateral to be released (or substitute collateral
     with an appraised value at least equal to that of the collateral to be
     released, is delivered), (B) the remaining Mortgaged Property (together
     with any substitute collateral) is, in the Special Servicer's reasonable
     judgment, adequate security for the remaining Mortgage Loan or CBA Whole
     Loan and (C) such release would not, in and of itself, result in an adverse
     rating event with respect to any Class of Offered Certificates (as
     confirmed in writing to the Trustee by each Rating Agency);

provided that the limitations, conditions and restrictions set forth in clauses
(i) through (viii) above shall not apply to any act or event (including,
without limitation, a release, substitution or addition of collateral) in
respect of any Mortgage Loan or any CBA Whole Loan that either occurs
automatically, or results from the exercise of a unilateral option by the
related mortgagor within the meaning of Treasury Regulations Section
1.1001-3(c)(2)(iii), in any event under the terms of such Mortgage Loan or such
CBA Whole Loan in effect on the Delivery Date (or, in the case of a replacement
Mortgage Loan, on the related date of substitution); and provided, further,
that, notwithstanding clauses (i) through (viii) above, neither the Master
Servicer nor the Special Servicer shall be required to oppose the confirmation
of a plan in any bankruptcy or similar proceeding involving a mortgagor if, in
its reasonable judgment, such opposition would not ultimately prevent the
confirmation of such plan or one substantially similar; and provided, further,
that, notwithstanding clause (viii) above, neither the Master Servicer nor the
Special Servicer shall be required to obtain any confirmation of the
Certificate ratings from the Rating Agencies in order to grant easements that
do not materially affect the use or value of a Mortgaged Property or the
mortgagor's ability to make any payments with respect to the related Mortgage
Loan.

     Any modification, extension, waiver or amendment of the payment terms of a
CBA Whole Loan will be required to be structured so as to be consistent with
the allocation and payment priorities in the related loan documents and the
related intercreditor agreement, such that neither the Trust as holder of the
related CBA Mortgage Loan, nor the holder of the related CBA B Note gains a
priority over the other such holder that is not reflected in the related loan
documents and the related intercreditor agreement.

     Further, to the extent consistent with the Servicing Standard, taking into
account the subordinate position of the related CBA B Note:

          (i) no waiver, reduction or deferral of any amounts due on such CBA
     Mortgage Loan, as applicable, will be permitted to be effected prior to the
     waiver, reduction or deferral of the entire corresponding item in respect
     of such CBA B Note, and


                                     S-126


          (ii) no reduction of the mortgage interest rate of such CBA Mortgage
     Loan will be permitted to be effected prior to the reduction of the
     mortgage interest rate of such CBA B Note to the maximum extent possible.

     The Master Servicer will not be required to seek the consent of any
Certificateholder or the Special Servicer in order to approve certain minor or
routine modifications, waivers or amendments of the Mortgage Loans or CBA Whole
Loans, including waivers of minor covenant defaults, releases of non-material
parcels of a Mortgaged Property, grants of easements that do not materially
affect the use or value of a Mortgaged Property or a borrower's ability to make
any payments with respect to the related Mortgage Loan and other routine
approvals including the granting of subordination, non-disturbance and
attornment agreements and leasing consents, typically performed by a master
servicer on a routine basis; provided that any such modification, waiver or
amendment may not affect a payment term of the Certificates, constitute a
"significant modification" of such Mortgage Loan pursuant to Treasury
Regulations Section 1.860G-2(b) or otherwise have an adverse REMIC effect, be
inconsistent with the Servicing Standard, or violate the terms, provisions or
limitations of the Pooling and Servicing Agreement or related Intercreditor
Agreement.


DEFAULTED MORTGAGE LOANS; PURCHASE OPTION

     Within 30 days after a Mortgage Loan becomes a Defaulted Mortgage Loan,
the Special Servicer will be required to determine the fair value of the
Mortgage Loan in accordance with the Servicing Standard. The Special Servicer
will be permitted to change, from time to time thereafter, its determination of
the fair value of a Defaulted Mortgage Loan based upon changed circumstances,
or new information, in accordance with the Servicing Standard. A "Defaulted
Mortgage Loan" is a Mortgage Loan (i) that is delinquent 60 days or more in
respect to a Monthly Payment (not including the Balloon Payment) or (ii) is
more than 60 days delinquent in respect of its Balloon Payment unless (w) the
related borrower is actively seeking a refinancing commitment, (x) the related
borrower continues to make payments in the amount of its Monthly Payment, (y)
the Directing Certificateholder consents, and (z) the related borrower has
delivered to the Master Servicer, on or before the 60th day after the Due Date
of such Balloon Payment, a refinancing commitment reasonably acceptable to the
Master Servicer, for such longer period, not to exceed 120 days beyond the Due
Date of such Balloon Payment (provided that if such refinancing does not occur
during such time specified in the commitment, the related Mortgage Loan will
immediately become a Defaulted Mortgage Loan), in either case such delinquency
to be determined without giving effect to any grace period permitted by the
related Mortgage or Mortgage Note and without regard to any acceleration of
payments under the related Mortgage and Mortgage Note, or (iii) as to which the
Master Servicer or Special Servicer has, by written notice to the related
mortgagor, accelerated the maturity of the indebtedness evidenced by the
related Mortgage Note.

     In the event a Mortgage Loan becomes a Defaulted Mortgage Loan, any
majority Certificateholder of the Controlling Class will have an assignable
option (such option will only be assignable after such option arises) (a
"Purchase Option") to purchase the Defaulted Mortgage Loan, subject to the
purchase rights of the CS Controlling Holder, in the case of the CS Component
Mortgage Loan, the RP Controlling Holder, in the case of the RP Component
Mortgage Loan, the Bank of America Center Purchase Option Holder in the case of
the Bank of America Center Whole Loan, and the holder of the related CBA B
Note, in the case of the CBA Whole Loan, from the Trust Fund at a price (the
"Option Price") generally equal to (i) the unpaid principal balance of the
Defaulted Mortgage Loan, plus accrued and unpaid interest on such balance, all
related unreimbursed Advances (and interest on Advances), and all accrued
Master Servicing Fees, Special Servicing Fees, Trustee Fees and Additional
Trust Fund Expenses allocable to such Defaulted Mortgage Loan whether paid or
unpaid, if the Special Servicer has not yet determined the fair value of the
Defaulted Mortgage Loan, or (ii) the fair value of the Defaulted Mortgage Loan
as determined by the Special Servicer, if the Special Servicer has made such
fair value determination. The Special Servicer will, from time to time, but not
less often than every ninety (90) days, adjust its fair value determination
based upon changed circumstances, new information, and other relevant factors,
in


                                     S-127


each instance in accordance with the Servicing Standard. The majority
Certificateholder of the Controlling Class may have an exclusive right to
exercise the Purchase Option for a specified period of time.

     Unless and until the Purchase Option with respect to a Defaulted Mortgage
Loan is exercised, the Special Servicer will be required to pursue such other
resolution strategies available under the Pooling and Servicing Agreement,
consistent with the Servicing Standard, but the Special Servicer will not be
permitted to sell the Defaulted Mortgage Loan other than pursuant to the
exercise of the Purchase Option.

     If not exercised sooner, the Purchase Option with respect to any Defaulted
Mortgage Loan will automatically terminate upon (i) the related mortgagor's
cure of all related defaults on the Defaulted Mortgage Loan, (ii) the
acquisition on behalf of the Trust Fund of title to the related Mortgaged
Property by foreclosure or deed in lieu of foreclosure or (iii) the
modification or pay-off (full or discounted) of the Defaulted Mortgage Loan in
connection with a workout. In addition, the Purchase Option with respect to a
Defaulted Mortgage Loan held by any person will terminate upon the exercise of
the Purchase Option by any other holder of a Purchase Option.

     If (a) a Purchase Option is exercised with respect to a Defaulted Mortgage
Loan and the person expected to acquire the Defaulted Mortgage Loan pursuant to
such exercise is the majority Certificateholder of the Controlling Class, the
Special Servicer, or any affiliate of any of them (in other words, the Purchase
Option has not been assigned to another unaffiliated person) and (b) the Option
Price is based on the Special Servicer's determination of the fair value of the
Defaulted Mortgage Loan, then the determination of whether the Option Price
represents a fair value of the Defaulted Mortgage Loan will be made in the
manner set forth in the Pooling and Servicing Agreement.

     If title to any Mortgaged Property (other than the Bank of America Whole
Loan Mortgaged Property) is acquired by the Trustee on behalf of the
Certificateholders pursuant to foreclosure proceedings instituted by the
Special Servicer or otherwise, the Special Servicer, after notice to the
Directing Certificateholder, shall use its reasonable efforts to sell any REO
Property as soon as practicable in accordance with the Servicing Standard but
prior to the end of the third calendar year following the year of acquisition,
unless (i) the Internal Revenue Service grants an extension of time to sell
such property (an "REO Extension") or (ii) it obtains an opinion of counsel
generally to the effect that the holding of the property for more than three
years after the end of the calendar year in which it was acquired will not
result in the imposition of a tax on the Trust Fund or cause any REMIC created
pursuant to the Pooling and Servicing Agreement to fail to qualify as a REMIC
under the Code. If the Special Servicer on behalf of the Trustee has not
received an REO Extension or such Opinion of Counsel and the Special Servicer
is not able to sell such REO Property within the period specified above, or if
an REO Extension has been granted and the Special Servicer is unable to sell
such REO Property within the extended time period, the Special Servicer shall
auction the property pursuant to the auction procedure set forth below.

     The Special Servicer shall give the Directing Certificateholder, the
Master Servicer and the Trustee not less than 10 days' prior written notice of
its intention to sell any such REO Property, and shall sell the REO Property to
the highest offeror (which may be the Special Servicer) in accordance with the
Servicing Standard; provided, however, that the Master Servicer, Special
Servicer, holder (or holders) of Certificates evidencing a majority interest in
the Controlling Class, any independent contractor engaged by the Master
Servicer or the Special Servicer pursuant to the Pooling and Servicing
Agreement (or any officer or affiliate thereof) shall not be permitted to
purchase the REO Property at a price less than the outstanding principal
balance of such Mortgage Loan as of the date of purchase, plus all accrued but
unpaid interest and related fees and expenses, except in limited circumstances
set forth in the Pooling and Servicing Agreement; and provided, further that if
the Special Servicer intends to make an offer on any REO Property, (i) the
Special Servicer shall notify the Trustee of such intent, (ii) the Trustee or
an agent on its behalf shall promptly obtain, at the expense of the Trust an
appraisal of such REO Property and (iii) the Special Servicer shall not offer
less than (x) the fair market value set forth in such appraisal or (y) the
outstanding principal


                                     S-128


balance of such Mortgage Loan, plus all accrued but unpaid interest and related
fees and expenses and unreimbursed Advances and interest on Advances.

     Subject to the REMIC provisions, the Special Servicer shall act on behalf
of the Trust in negotiating and taking any other action necessary or
appropriate in connection with the sale of any REO Property or the exercise of
the Purchase Option, including the collection of all amounts payable in
connection therewith. Notwithstanding anything to the contrary herein, neither
the Trustee, in its individual capacity, nor any of its Affiliates may bid for
any REO Property or purchase any Defaulted Mortgage Loan. Any sale of a
Defaulted Mortgage Loan (pursuant to the Purchase Option) or REO Property shall
be without recourse to, or representation or warranty by, the Trustee, the
Depositor, any Mortgage Loan Seller, the Special Servicer, the Master Servicer
or the Trust other than customary representations and warranties of title,
condition and authority (if liability for breach thereof is limited to recourse
against the Trust). Notwithstanding the foregoing, nothing herein shall limit
the liability of the Master Servicer, the Special Servicer or the Trustee to
the Trust and the Certificateholders for failure to perform its duties in
accordance herewith. None of the Special Servicer, the Master Servicer, the
Depositor or the Trustee shall have any liability to the Trust or any
Certificateholder with respect to the price at which a Defaulted Mortgage Loan
is sold if the sale is consummated in accordance with the terms of the Pooling
and Servicing Agreement.


REO PROPERTIES

     In general, the Special Servicer will be obligated to cause any Mortgaged
Property acquired as REO Property (other than any REO Property related to the
Bank of America Center Whole Loan) to be operated and managed in a manner that
would, to the extent commercially feasible, maximize the Trust's net after-tax
proceeds from such property. The Special Servicer could determine that it would
not be commercially feasible to manage and operate such property in a manner
that would avoid the imposition of a tax on "net income from foreclosure
property". Generally, net income from foreclosure property means income which
does not qualify as "rents from real property" within the meaning of Code
Section 856(c)(3)(A) and Treasury regulations thereunder or as income from the
sale of such REO Property. "Rents from real property" do not include the
portion of any rental based on the net income or gain of any tenant or
sub-tenant. 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 the Trust Fund, would not
constitute "rents from real property", or that all of such income would fail to
so qualify if a separate charge is not stated for such non-customary services
or such services are not performed by an independent contractor. In addition to
the foregoing, any net income from a trade or business operated or managed by
an independent contractor on a Mortgaged Property owned by the Component
Mortgage Loan REMIC or REMIC I, such as a hotel or self-storage facility, will
not constitute "rents from real property". Any of the foregoing types of income
instead constitute "net income from foreclosure property", which would be
taxable to such REMIC 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 Net REO
Proceeds available for distribution to holders of Certificates. See "Certain
Federal Income Tax Consequences--REMICs--Prohibited Transactions Tax and Other
Taxes" in the accompanying prospectus.


INSPECTIONS; COLLECTION OF OPERATING INFORMATION

     Commencing in 2005, the Master Servicer is required to perform (or cause
to be performed) physical inspections of each Mortgaged Property (other than
REO Properties and Mortgaged


                                     S-129


Properties securing Specially Serviced Mortgage Loans) at least once every two
years (or, if the related Mortgage Loan has a then-current balance greater than
$2,000,000, at least once every year) (or an entity employed by the Master
Servicer for such purpose). In addition, the Special Servicer, subject to
statutory limitations or limitations set forth in the related loan documents,
is required to perform a physical inspection of each Mortgaged Property as soon
as practicable after servicing of the related Mortgage Loan is transferred
thereto and will be required to perform a yearly physical inspection of each
such Mortgaged Property so long as the related Mortgage Loan or the CBA Whole
Loan is a Specially Serviced Mortgage Loan. The Special Servicer will be
entitled to receive reimbursement for such expense as a Servicing Advance
payable, first from Default Charges from the related Mortgage Loan and then
from general collections. The Special Servicer and the Master Servicer will
each be required to prepare (or cause to be prepared) as soon as reasonably
possible a written report of each such inspection performed thereby describing
the condition of the Mortgaged Property.

     With respect to each Mortgage Loan or CBA Whole Loan that requires the
borrower to deliver quarterly, annual or other periodic operating statements
with respect to the related Mortgaged Property, the Master Servicer or the
Special Servicer, depending on which is obligated to service such Mortgage
Loan, is also required to make reasonable efforts to collect and review such
statements. However, there can be no assurance that any operating statements
required to be delivered will in fact be so delivered, nor is the Master
Servicer or the Special Servicer likely to have any practical means of
compelling such delivery in the case of an otherwise performing Mortgage Loan.


TERMINATION OF THE SPECIAL SERVICER

     The holder or holders of Certificates evidencing a majority interest in
the Controlling Class may at any time replace the Special Servicer under the
Pooling and Servicing Agreement. Such holder(s) shall designate a replacement
to so serve by the delivery to the Trustee of a written notice stating such
designation. The Trustee shall, promptly after receiving any such notice, so
notify the Rating Agencies. The designated replacement shall become the Special
Servicer as of the date the Trustee shall have received: (i) written
confirmation from each Rating Agency stating that if the designated replacement
were to serve as Special Servicer under the Pooling and Servicing Agreement,
the then-current rating or ratings of one or more Classes of the Certificates
would not be qualified, downgraded or withdrawn as a result thereof; (ii) a
written acceptance of all obligations of the Special Servicer, executed by the
designated replacement; and (iii) an opinion of counsel to the effect that the
designation of such replacement to serve as Special Servicer is in compliance
with the Pooling and Servicing Agreement, that the designated replacement will
be bound by the terms of the Pooling and Servicing Agreement and that the
Pooling and Servicing Agreement will be enforceable against such designated
replacement in accordance with its terms. The existing Special Servicer shall
be deemed to have resigned simultaneously with such designated replacement's
becoming the Special Servicer under the Pooling and Servicing Agreement.


SERVICING OF THE BANK OF AMERICA CENTER WHOLE LOAN

     The Bank of America Center Whole Loan and any related REO Property are
being serviced under the Bank of America Center Pooling and Servicing Agreement
and therefore the Bank of America Center Master Servicer, the Bank of America
Center Trustee and/or the Bank of America Center Fiscal Agent will generally
make all related advances and/or remit collections on the Bank of America
Center Whole Loan to or on behalf of the Trust Fund (subject to the obligation
of the Trustee to make P&I Advances with respect to the Bank of America Center
Pari Passu Note A-3 if the Bank of America Center Master Servicer fails to make
such an advance and such advance was not subject to a nonrecoverability
determination under the Bank of America Center Pooling and Servicing
Agreement). The servicing arrangements under the Bank of America Center Pooling
and Servicing Agreement as described in this prospectus supplement are
generally similar but are not identical to the servicing arrangements under the
Pooling and Servicing Agreement.


                                     S-130


     In that regard:

o    The Bank of America Center Master Servicer is Bank of America, N.A. and the
     Bank of America Center Special Servicer is Midland Loan Services, Inc., who
     will respectively be the master servicer and the special servicer for the
     Bank of America Center Whole Loan.

o    The Bank of America Center Trustee is LaSalle Bank National Association,
     who will be the mortgagee of record for the Bank of America Center Whole
     Loan and the Bank of America Center Fiscal Agent is ABN AMRO Bank N.V.

o    The Master Servicer, the Special Servicer or the Trustee under the Pooling
     and Servicing Agreement will have no obligation or authority to (a)
     supervise the Bank of America Center Master Servicer, the Bank of America
     Center Special Servicer, the Bank of America Center Trustee or the Bank of
     America Center Fiscal Agent or (b) make servicing advances with respect to
     the Bank of America Center Whole Loan. The obligation of the Master
     Servicer to provide information and collections to the Trustee and the
     Certificateholders with respect to the Bank of America Center Whole Loan is
     dependent on its receipt of the corresponding information and collection
     from the Bank of America Center Master Servicer or the Bank of America
     Center Special Servicer.

o    The Certificateholders will generally have no rights to direct the
     servicing and/or administration of the Bank of America Center Whole Loan.
     Instead prior to the occurrence and the continuance of BC Control Appraisal
     Period, the Bank of America Center Controlling Class Holder, as BC
     Controlling Holder, will generally have certain rights similar to but not
     identical to the rights granted to the Directing Certificateholder under
     Pooling and Servicing Agreement to direct the servicing and/or
     administration of the Mortgage Loans (other than the Bank of America Center
     Pari Passu Note A-3 Mortgage Loan ) as described in " --General" in this
     prospectus supplement. Notwithstanding the foregoing and in the event of
     the occurrence and during the continuance of a BC Control Appraisal Period,
     the holders of each of the Bank of America Center Note A-1 Senior Portion,
     the Bank of America Center Pari Passu Note A-2 and the Bank of America
     Center Pari Passu Note A-3 will exercise the rights granted to the BC
     Controlling Holder pursuant to the Bank of America Center Pooling and
     Servicing Agreement and the Bank of America Center Intercreditor Agreement
     as described in "--General" in this prospectus supplement. In addition,
     pursuant to the Pooling and Servicing Agreement, the Directing
     Certificateholder will be permitted to direct the Trustee, as the Bank of
     America Center Pari Passu Note A-3 Noteholder on any action that requires
     the consent of such holder.

o    Neither the Master Servicer nor the Special Servicer will generally be
     entitled to any of the fees discussed under "--Servicing and Other
     Compensation and Payment of Expenses" with respect to the Bank of America
     Center Whole Loan, except that the Master Servicer will be entitled to
     receive a Master Servicing Fee. The Bank of America Center Special Servicer
     will be entitled to certain servicing fees with respect to the Bank of
     America Center Whole Loan. These fees include a special servicing fee which
     accrues at a rate of 0.25% per annum on the unpaid principal balance of the
     related mortgage loan so long as that mortgage loan (or the related REO
     Property) is being specially serviced under the Bank of America Center
     Pooling and Servicing Agreement. In the event that the Bank of America
     Center Special Servicer successfully returns as the Bank of America Center
     Whole Loan to performing (i.e. non-specially serviced) status under the
     Bank of America Center Pooling and Servicing Agreement, the Bank of America
     Center Special Servicer will be entitled to a workout fee that is payable
     on each collection of interest and principal collected from the related
     borrower at a rate of 0.75% per annum if, and for so long as, the unpaid
     principal balance of the Bank of America Center Whole Loan is equal to or
     greater than $20,000,000 or at a rate of 1.00% if, and for so long as, the
     unpaid principal balance of the Bank of America Center Whole Loan is less
     than $20,000,000. Finally, in the event that the Bank of America Center
     Special Servicer successfully liquidates the Bank of America Center Whole
     Loan, it will be entitled under certain circumstances to a liquidation fee
     from the proceeds (net of certain expenses) resulting from the liquidation
     at a rate of 0.75% if the unpaid principal balance of the Bank of America
     Center Whole Loan is equal to or greater than


                                     S-131


     $20,000,000 or at a rate of 1.00% if the unpaid principal balance of the
     Bank of America Center Whole Loan is less than $20,000,000.

o    The Trustee will be required to make P&I Advances with respect to the Bank
     of America Center Pari Passu Note A-3 Mortgage Loan that the Bank of
     America Center Master Servicer is required but fails to make, unless the
     Bank of America Center Master Servicer or the Trustee has determined that
     such advance would not be recoverable from collections on the Bank of
     America Center Whole Loan. In addition, the Bank of America Center Master
     Servicer and/or the Trustee, as applicable will be entitled to
     reimbursement of that advance with interest at the Reimbursement Rate.

o    If the Bank of America Center Master Servicer, Bank of America Special
     Servicer, the Bank of America Center Trustee and/or the Bank of America
     Center Fiscal Agent determines that a servicing advance is made with
     respect to the Bank of America Center Whole Loan or the related Mortgaged
     Property is nonrecoverable, it will be entitled to be reimbursed with
     interest on that servicing advance from general collections on all Mortgage
     Loans.

o    Neither the Master Servicer under the Pooling and Servicing Agreement nor
     the Bank of America Center Master Servicer under the Bank of America Center
     Pooling and Servicing Agreement will be required to make any Compensating
     Interest Payments (or similar payments) with respect to Prepayment Interest
     Shortfalls on the Bank of America Center Pari Passu Note A-3 Mortgage Loan.

o    The events that give rise to the transfer of the Bank of America Center
     Whole Loan to special servicing under the Bank of America Center Pooling
     and Servicing Agreement are generally similar to but differ in some
     respects from the Servicing Transfer Events under the Pooling and Servicing
     Agreement. For example, the Bank of America Center Pooling and Servicing
     Agreement does not require for purposes of clause (a)(ii) of the definition
     of Servicing Transfer Event, the related borrower to continue to make the
     referenced payments, to actively seek a refinancing commitment and/or the
     Directing Certificateholder's consent. In addition for purposes of clauses
     (c) and (d) of the definition of Servicing Transfer Event, unlike the
     Pooling and Servicing Agreement which permits the Special Servicer with the
     consent of the Directing Certificateholder to transfer a Mortgage Loan
     serviced under the Pooling and Servicing Agreement to special servicing if
     the events referenced in each of these clauses take place, the Bank of
     America Special Servicer may not under any circumstance require that the
     Bank of America Center Whole Loan be transferred to special servicing under
     the Bank of America Center Pooling and Servicing Agreement.

o    The events that give rise to the Bank of America Center Whole Loan becoming
     a "Required Appraisal Loan" under the Bank of America Center Pooling and
     Servicing Agreement are generally similar to but differ in some respects
     from the Appraisal Trigger Events as described in "Description of the
     Certificates--Appraisal Reductions" in this prospectus supplement. For
     example, unlike the Pooling and Servicing Agreement where (if among the
     satisfaction of certain other conditions) the related borrower delivers a
     refinancing commitment within 120 days of the Due Date of the related
     Mortgage Loan serviced under the Pooling and Servicing Agreement, the Bank
     of America Center Pooling and Servicing Agreement only permits the borrower
     to deliver a refinancing commitment for 60 days following the related Due
     Date.

o    The holders of a majority interest in the Certificates evidencing the
     Controlling Class may not terminate the Bank of America Center Special
     Servicer without cause. Instead, only the holder(s) of certain of
     beneficial ownership interests in most subordinate certificates issued
     under the Banc of America Commercial Mortgage Inc. Commercial Mortgage
     Pass-Through Certificates, Series 2004-4 commercial mortgage securitization
     may terminate the Bank of America Special Servicer without cause.


                                     S-132



                        DESCRIPTION OF THE CERTIFICATES


GENERAL

     The Depositor will issue its Commercial Mortgage Pass-Through
Certificates, Series 2004-5, on November 23, 2004 (the "Delivery Date")
pursuant to a Pooling and Servicing Agreement, dated as of November 1, 2004,
among the Depositor, the Master Servicer, the Special Servicer, the Trustee and
the REMIC Administrator (the "Pooling and Servicing Agreement").

     The Offered Certificates, together with the Private Certificates, will
represent in the aggregate the entire beneficial interest in a trust (the
"Trust"), the assets of which (such assets collectively, the "Trust Fund")
include (among other things): (i) the Mortgage Loans (including the Class CS
Subordinate Component and the Class RP Subordinate Components) and all payments
thereunder and proceeds thereof due or received after the Cut-off Date
(exclusive of payments of principal, interest and other amounts due thereon on
or before the Cut-off Date); (ii) any REO Properties; (iii) such funds or
assets as from time to time are deposited in the Certificate Account and the
Interest Reserve Account and (iv) the Excess Liquidation Proceeds Reserve
Account (see "The Pooling and Servicing Agreements--Certificate Account" in the
accompanying prospectus).

     The Certificates will consist of 30 classes to be designated as: (i) the
Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates,
the Class A-AB Certificates, the Class A-4 Certificates, and the Class A-1A
Certificates (collectively, the "Class A Senior Certificates" and together with
the Class X Certificates, the "Senior Certificates"); (ii) 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
(collectively with the Class A Senior Certificates, the "Sequential Pay
Certificates"); (iii) the Class XC Certificates and the Class XP Certificates
(the "Class X Certificates") (collectively with the Sequential Pay
Certificates, the "REMIC II Certificates"); (iv) the Class CS Certificates (the
"Class CS Certificates") and the Class RP-1, Class RP-2, Class RP-3 and Class
RP-4 Certificates (collectively, the "Class RP Certificates"); and (v) the
Class R-I Certificates and the Class R-II Certificates (collectively, the
"REMIC Residual Certificates"). Only the Class A-1, Class A-2, Class A-3, Class
A-AB, Class A-4, Class A-1A, Class A-J, Class XP, Class B, Class C and Class D
Certificates (collectively, the "Offered Certificates") are offered by this
prospectus supplement. Each Class of Certificates is sometimes referred to in
this prospectus supplement as a "Class".

     The Class XC, Class E, Class F, Class G, Class H, Class J, Class K, Class
L, Class M, Class N, Class O, Class P, Class CS, Class RP and the REMIC
Residual Certificates (collectively, the "Private Certificates") have not been
registered under the Securities Act and are not offered hereby. Accordingly, to
the extent this prospectus supplement contains information regarding the terms
of the Private Certificates, such information is provided because of its
potential relevance to a prospective purchaser of an Offered Certificate.


REGISTRATION AND DENOMINATIONS

     The Offered Certificates will be issued in book-entry format in
denominations of: (i) in the case of the Class A-1, Class A-2, Class A-3, Class
A-AB, Class A-4, Class A-1A, Class A-J, Class B, Class C and Class D
Certificates, $10,000 actual principal amount and in any whole dollar
denomination in excess thereof and (ii) in the case of the Class XP
Certificates, $1,000,000 notional amount and in any whole dollar denomination
in excess thereof.

     Each Class of Offered Certificates will initially be represented by one or
more Certificates registered in the name of the nominee of The Depository Trust
Company ("DTC"). The Depositor has been informed by DTC that DTC's nominee will
be Cede & Co. No beneficial owner of an Offered Certificate (each, a
"Certificate Owner") will be entitled to receive a fully registered physical
certificate (a "Definitive Certificate") representing its interest in such
Class, except under the limited


                                     S-133


circumstances described under "Description of the Certificates--Book-Entry
Registration and Definitive Certificates" in the accompanying prospectus.
Unless and until Definitive Certificates are issued in respect of the Offered
Certificates, beneficial ownership interests in each such Class of Certificates
will be maintained and transferred on the book-entry records of DTC and its
participating organizations (its "Participants"), and all references to actions
by holders of each such Class of Certificates will refer to actions taken by
DTC upon instructions received from the related Certificate Owners through its
Participants in accordance with DTC procedures, and all references herein to
payments, notices, reports and statements to holders of each such Class of
Certificates will refer to payments, notices, reports and statements to DTC or
Cede & Co., as the registered holder thereof, for distribution to the related
Certificate Owners through its Participants in accordance with DTC procedures.
The form of such payments and transfers may result in certain delays in receipt
of payments by an investor and may restrict an investor's ability to pledge its
securities. See "Description of the Certificates--Book-Entry Registration and
Definitive Certificates" in the accompanying prospectus.

     The Trustee will initially 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 Offered Certificates.


CERTIFICATE BALANCES AND NOTIONAL AMOUNT

     On the Delivery Date (assuming receipt of all scheduled payments through
the Delivery Date and assuming there are no prepayments other than those
actually received prior to the Delivery Date), the respective classes of
Certificates described below will have the following characteristics as
described in the immediately below table (in each case, subject to a variance
of plus or minus 10%):

                                                    APPROXIMATE
                              CERTIFICATE          PERCENTAGE OF     APPROXIMATE
                               BALANCE OR               POOL           CREDIT
        CLASS               NOTIONAL AMOUNT           BALANCE          SUPPORT
---------------------   -----------------------   ---------------   ------------
  A-1 ...............      $     57,600,000             4.229%          20.000%
  A-2 ...............      $    250,910,000            18.420%          20.000%
  A-3 ...............      $    305,377,000            22.419%          20.000%
  A-AB ..............      $     45,540,000             3.343%          20.000%
  A-4 ...............      $    188,667,000            13.851%          20.000%
  A-1A ..............      $    241,609,000            17.738%          20.000%
  A-J ...............      $     90,241,000             6.625%          13.375%
  XP ................      $  1,331,702,000(1)           N/A             N/A
  B .................      $     39,161,000             2.875%          10.500%
  C .................      $     13,621,000             1.000%           9.500%
  D .................      $     22,135,000             1.625%           7.875%
  E .................      $     11,919,000             0.875%           7.000%
  F .................      $     17,026,000             1.250%           5.750%
  G .................      $     11,919,000             0.875%           4.875%
  H .................      $     22,134,000             1.625%           3.250%
  J .................      $      6,811,000             0.500%           2.750%
  K .................      $      6,811,000             0.500%           2.250%
  L .................      $      3,405,000             0.250%           2.000%
  M .................      $      5,108,000             0.375%           1.625%
  N .................      $      3,405,000             0.250%           1.375%
  O .................      $      3,406,000             0.250%           1.125%
  P .................      $     15,324,068             1.125%           0.000%
  XC ................      $  1,362,129,068(1)          N/A             N/A

----------------
(1)   Notional Amount.

     The "Certificate Balance" of any Class of Sequential Pay Certificates
outstanding at any time will be the then aggregate stated principal amount
thereof. On each Distribution Date, the Certificate Balance of each Class of
Sequential Pay Certificates will be reduced by any distributions of principal
actually made on such Class on such Distribution Date, and will be further
reduced by any Realized


                                     S-134


Losses and certain Additional Trust Fund Expenses allocated to such Class on
such Distribution Date. See "--Distributions" and "--Subordination; Allocation
of Losses and Certain Expenses" below.

     The Class XC and Class XP Certificates will not have Certificate Balances.
For purposes of calculating the amount of accrued interest, however, each of
those classes will have a Notional Amount (a "Notional Amount").

     The Notional Amount of the Class XC Certificates will equal the aggregate
Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-AB, Class
A-4, Class A-1A, 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 outstanding from time to time. The total initial Notional Amount
of the Class XC Certificates will be approximately $1,362,129,068 although it
may be as much as 10% larger or smaller.

     The Notional Amount of the Class XP Certificates will equal:

     o   during the period following the initial issuance of the Certificates
         through and including the Distribution Date in May 2005, the sum of (a)
         the lesser of $240,978,000 and the Certificate Balance of the Class
         A-1A Certificates outstanding from time to time, (b) the lesser of
         $55,047,000 and the Certificate Balance of the Class A-1 Certificates
         outstanding from time to time and (c) the aggregate Certificate
         Balances of the Class A-2, Class A-3, Class A-AB, Class A-4, 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 in May 2005 through
         and including the Distribution Date in November 2005, the sum of (a)
         the lesser of $240,111,000 and the Certificate Balance of the Class
         A-1A Certificates outstanding from time to time, (b) the lesser of
         $51,879,000 and the Certificate Balance of the Class A-1 Certificates
         outstanding from time to time and (c) the aggregate Certificate
         Balances of the Class A-2, Class A-3, Class A-AB, Class A-4, 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 in November 2005
         through and including the Distribution Date in May 2006, the sum of (a)
         the lesser of $235,072,000 and the Certificate Balance of the Class
         A-1A Certificates outstanding from time to time, (b) the lesser of
         $28,770,000 and the Certificate Balance of the Class A-1 Certificates
         outstanding from time to time and (c) the aggregate Certificate
         Balances of the Class A-2, Class A-3, Class A-AB, Class A-4, 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 in May 2006 through
         and including the Distribution Date in November 2006, the sum of (a)
         the lesser of $229,365,000 and the Certificate Balance of the Class
         A-1A Certificates outstanding from time to time, (b) the lesser of
         $2,136,000 and the Certificate Balance of the Class A-1 Certificates
         outstanding from time to time and (c) the aggregate Certificate
         Balances of the Class A-2, Class A-3, Class A-AB, Class A-4, 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 in November 2006
         through and including the Distribution Date in May 2007, the sum of (a)
         the lesser of $223,700,000 and the Certificate Balance of the Class
         A-1A Certificates outstanding from time to time, (b) the lesser of
         $226,009,000 and the Certificate Balance of the Class A-2 Certificates
         outstanding from time to time, (c) the aggregate Certificate Balances
         of the Class A-3, Class A-AB, Class A-4, Class A-J, Class B, Class C,
         Class D, Class E, Class F, Class G, Class H and Class J Certificates
         outstanding from time to time and (d) the lesser of $5,415,000 and the
         Certificate Balance of the Class K Certificates outstanding from time
         to time;


                                     S-135


     o   during the period following the Distribution Date in May 2007 through
         and including the Distribution Date in November 2007, the sum of (a)
         the lesser of $218,219,000 and the Certificate Balance of the Class
         A-1A Certificates outstanding from time to time, (b) the lesser of
         $199,815,000 and the Certificate Balance of the Class A-2 Certificates
         outstanding from time to time, (c) the aggregate Certificate Balances
         of the Class A-3, Class A-AB, Class A-4, Class A-J, Class B, Class C,
         Class D, Class E, Class F, Class G and Class H Certificates outstanding
         from time to time and (d) the lesser of $1,660,000 and the Certificate
         Balance of the Class J Certificates outstanding from time to time;

     o   during the period following the Distribution Date in November 2007
         through and including the Distribution Date in May 2008, the sum of (a)
         the lesser of $212,899,000 and the Certificate Balance of the Class
         A-1A Certificates outstanding from time to time, (b) the lesser of
         $173,964,000 and the Certificate Balance of the Class A-2 Certificates
         outstanding from time to time, (c) the aggregate Certificate Balances
         of the Class A-3, Class A-AB, Class A-4, Class A-J, Class B, Class C,
         Class D, Class E, Class F and Class G Certificates outstanding from
         time to time and (d) the lesser of $13,607,000 and the Certificate
         Balance of the Class H Certificates outstanding from time to time;

     o   during the period following the Distribution Date in May 2008 through
         and including the Distribution Date in November 2008, the sum of (a)
         the lesser of $207,733,000 and the Certificate Balance of the Class
         A-1A Certificates outstanding from time to time, (b) the lesser of
         $148,797,000 and the Certificate Balance of the Class A-2 Certificates
         outstanding from time to time, (c) the aggregate Certificate Balances
         of the Class A-3, Class A-AB, Class A-4, Class A-J, Class B, Class C,
         Class D, Class E, Class F and Class G Certificates outstanding from
         time to time and (d) the lesser of $3,790,000 and the Certificate
         Balance of the Class H Certificates outstanding from time to time;

     o   during the period following the Distribution Date in November 2008
         through and including the Distribution Date in May 2009, the sum of (a)
         the lesser of $185,436,000 and the Certificate Balance of the Class
         A-1A Certificates outstanding from time to time, (b) the lesser of
         $99,515,000 and the Certificate Balance of the Class A-2 Certificates
         outstanding from time to time, (c) the aggregate Certificate Balances
         of the Class A-3, Class A-AB, Class A-4, Class A-J, Class B, Class C,
         Class D, Class E and Class F Certificates outstanding from time to time
         and (d) the lesser of $6,277,000 and the Certificate Balance of the
         Class G Certificates outstanding from time to time;

     o   during the period following the Distribution Date in May 2009 through
         and including the Distribution Date in November 2009, the sum of (a)
         the lesser of $89,511,000 and the Certificate Balance of the Class A-1A
         Certificates outstanding from time to time, (b) the lesser of
         $200,422,000 and the Certificate Balance of the Class A-3 Certificates
         outstanding from time to time, (c) the lesser of $44,939,000 and the
         Certificate Balance of the Class A-AB Certificates outstanding from
         time to time, (d) the aggregate Certificate Balances of the Class A-4,
         Class A-J, Class B, Class C, Class D and Class E Certificates
         outstanding from time to time and (e) the lesser of $14,144,000 and the
         Certificate Balance of the Class F Certificates outstanding from time
         to time;

     o   during the period following the Distribution Date in November 2009
         through and including the Distribution Date in May 2010, the sum of (a)
         the lesser of $86,876,000 and the Certificate Balance of the Class A-1A
         Certificates outstanding from time to time, (b) the lesser of
         $188,032,000 and the Certificate Balance of the Class A-3 Certificates
         outstanding from time to time, (c) the lesser of $39,487,000 and the
         Certificate Balance of the Class A-AB Certificates outstanding from
         time to time, (d) the aggregate Certificate Balances of the Class A-4,
         Class A-J, Class B, Class C, Class D and Class E Certificates
         outstanding from time to time and (e) the lesser of $7,480,000 and the
         Certificate Balance of the Class F Certificates outstanding from time
         to time;

     o   during the period following the Distribution Date in May 2010 through
         and including the Distribution Date in November 2010, the sum of (a)
         the lesser of $84,562,000 and the


                                     S-136


         Certificate Balance of the Class A-1A Certificates outstanding from
         time to time, (b) the lesser of $177,104,000 and the Certificate
         Balance of the Class A-3 Certificates outstanding from time to time,
         (c) the lesser of $33,208,000 and the Certificate Balance of the Class
         A-AB Certificates outstanding from time to time, (d) the aggregate
         Certificate Balances of the Class A-4, Class A-J, Class B, Class C,
         Class D and Class E Certificates outstanding from time to time and (e)
         the lesser of $1,231,000 and the Certificate Balance of the Class F
         Certificates outstanding from time to time;

     o   during the period following the Distribution Date in November 2010
         through and including the Distribution Date in May 2011, the sum of (a)
         the lesser of $82,304,000 and the Certificate Balance of the Class A-1A
         Certificates outstanding from time to time, (b) the lesser of
         $106,077,000 and the Certificate Balance of the Class A-3 Certificates
         outstanding from time to time, (c) the lesser of $26,646,000 and the
         Certificate Balance of the Class A-AB Certificates outstanding from
         time to time, (d) the aggregate Certificate Balances of the Class A-4,
         Class A-J, Class B, Class C and Class D Certificates outstanding from
         time to time and (e) the lesser of $7,148,000 and the Certificate
         Balance of the Class E Certificates outstanding from time to time;

     o   during the period following the Distribution Date in May 2011 through
         and including the Distribution Date in November 2011, the sum of (a)
         the lesser of $72,745,000 and the Certificate Balance of the Class A-1A
         Certificates outstanding from time to time, (b) the lesser of
         $143,993,000 and the Certificate Balance of the Class A-4 Certificates
         outstanding from time to time, (c) the aggregate Certificate Balances
         of the Class A-J, Class B, Class C and Class D Certificates outstanding
         from time to time and (d) the lesser of $1,787,000 and the Certificate
         Balance of the Class E Certificates outstanding from time to time;

     o   following the Distribution Date in November 2011, $0.

     The total initial Notional Amount of the Class XP Certificates will be
approximately $1,331,702,000, although it may be as much as 10% larger or
smaller.

     The REMIC Residual Certificates will not have a Certificate Balance or a
Notional Amount.

     A Class of Offered Certificates will be considered to be outstanding until
its Certificate Balance is reduced to zero; provided, however, that, under very
limited circumstances, reimbursement of any previously allocated Realized
Losses and Additional Trust Fund Expenses may thereafter be made with respect
thereto.

     For purposes of calculating the allocation of collections on the CS
Component Mortgage Loan between the CS Senior Component, on the one hand, and
the CS Subordinate Component on the other hand, the CS Senior Component will be
deemed to have a principal balance (the "CS Senior Balance") and the CS
Subordinate Component will be deemed to have a principal balance (the "CS
Subordinate Balance") equal to the amounts described under "Description of the
Mortgage Pool--CS Component Mortgage Loan". The CS Senior Component will accrue
interest during each interest accrual period on the amount of the CS Senior
Balance thereof outstanding immediately prior to the related Distribution Date
at a per annum rate equal to approximately 5.426% as of the commencement of
such interest accrual period. The CS Subordinate Component will accrue interest
during each interest accrual period on the amount of the CS Subordinate Balance
thereof outstanding immediately prior to the related Distribution Date at a per
annum rate equal to the Pass-Through Rate in effect for the Class CS
Certificates as of the commencement of such interest accrual period. The CS
Senior Balance will be reduced on each Distribution Date by all distributions
of principal made in respect thereof on such Distribution Date as described
under "Description of the Certificates--Distributions--Class CS Certificates
and the CS Component Mortgage Loan", and the CS Subordinate Balance will be
reduced on each Distribution Date by all distributions of principal made in
respect thereof on such Distribution Date as described under "Description of
the Certificates--Distributions--Class CS Certificates and the CS Component
Mortgage Loan".

     For purposes of calculating the allocation of collections on the RP
Component Mortgage Loan between the RP Senior Component, on the one hand, and
the RP Subordinate Components on the


                                     S-137


other hand, the RP Senior Component will be deemed to have a principal balance
(the "RP Senior Balance") and each RP Subordinate Component will be deemed to
have a principal balance (each, a "RP Subordinate Balance") equal to the
amounts described under "Description of the Mortgage Pool--RP Component
Mortgage Loan". The RP Senior Component will accrue interest during each
interest accrual period on the amount of the RP Senior Balance thereof
outstanding immediately prior to the related Distribution Date at a per annum
rate equal to approximately 4.669% as of the commencement of such interest
accrual period. Each of the RP Subordinate Components will accrue interest
during each interest accrual period on the amount of the RP Subordinate Balance
thereof outstanding immediately prior to the related Distribution Date at a per
annum rate equal to the Pass-Through Rate in effect for the related Class of
Class RP Certificates as of the commencement of such interest accrual period.
The RP Senior Balance will be reduced on each Distribution Date by all
distributions of principal made in respect thereof on such Distribution Date as
described under "Description of the Certificates--Distributions--Class RP
Certificates and the RP Component Mortgage Loan", and the RP Subordinate
Balances will be reduced on each Distribution Date by all distributions of
principal made in respect thereof on such Distribution Date as described under
"Description of the Certificates--Distributions--Class RP Certificates and the
RP Component Mortgage Loan".


PASS-THROUGH RATES

     The Pass-Through Rates applicable to the Class A-1, Class A-2, Class A-3,
Class A-AB, Class A-4, Class A-1A, Class A-J, Class B, Class C and Class D
Certificates on any Distribution Date will be the Pass-Through Rates indicated
on the cover page of this prospectus supplement.

     The Pass-Through Rate applicable to the Class XP Certificates for the
initial Distribution Date will equal approximately 0.6843% per annum. The
Pass-Through Rate for the Class XP Certificates, for each Distribution Date
subsequent to the initial Distribution Date and through and including the
November 2011 Distribution Date, will equal the weighted average of the
respective strip rates, which we refer to as "Class XP Strip Rates", at which
interest accrues from time to time on the respective components of the Notional
Amount of the Class XP Certificates outstanding immediately prior to the
related Distribution Date, with the relevant weighting to be done based upon
the relative size of those components. Each of those components will be
comprised of all or a designated portion of the Certificate Balance of a
specified Class of Certificates. If all or a designated portion of the
Certificate Balance of any Class of Certificates is identified under
"--Certificate Balance and Notional Amounts" above as being part of the
Notional Amount of the Class XP Certificates immediately prior to any
Distribution Date, then that Certificate Balance (or designated portion
thereof) will represent one or more separate components of the Notional Amount
of the Class XP Certificates for purposes of calculating the accrual of
interest during the related interest accrual period. For purposes of accruing
interest during any interest accrual period, through and including the November
2011 Distribution Date on any particular component of the Notional Amount of
the Class XP Certificates immediately prior to the related Distribution Date,
the applicable Class XP Strip Rate will equal (a) with respect to the Class F
Certificates, 0.168% (the "Class XP (Class F) Fixed Strip Rate"), (b) with
respect to the Class G Certificates, 0.069% (the "Class XP (Class G) Fixed
Strip Rate") and (c) with respect to each other applicable class of
Certificates having a Certificate Balance (or a designated portion thereof)
that comprises such component, the excess, if any of:

          (1) the lesser of (a) the reference rate specified in Annex C to this
     prospectus supplement for such interest accrual period and (b) the Weighted
     Average Net Mortgage Rate for such interest accrual period, over

          (2) the Pass-Through Rate in effect during such interest accrual
     period for such class of Certificates.

     Following the November 2011 Distribution Date, the Class XP Certificates
will cease to accrue interest. In connection therewith, the Class XP
Certificates will have a 0% Pass-Through Rate for the December 2011
Distribution Date and for each Distribution Date thereafter.


                                     S-138


     The Pass-Through Rate applicable to the Class XC Certificates for the
initial Distribution Date will equal approximately 0.0441% per annum. The
Pass-Through Rate for the Class XC Certificates for any interest accrual period
subsequent to the initial Distribution Date will equal the weighted average of
the respective strip rates, which we refer to as "Class XC Strip Rates", at
which interest accrues from time to time on the respective components of the
Notional Amount of the Class XC Certificates outstanding immediately prior to
the related Distribution Date, with the relevant weighting to be done based
upon the relative sizes of those components. Each of those components will be
comprised of all or a designated portion of the Certificate Balance of certain
Classes of Certificates. In general, the Certificate Balance of certain Classes
of Certificates will constitute a separate component of the Notional Amount of
the Class XC Certificates; provided that, if a portion, but not all, of the
Certificate Balance of any particular Class of Certificates is identified under
"--Certificate Balances and Notional Amounts" above as being part of the
Notional Amount of the Class XP 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 Notional Amount of
the Class XC Certificates for purposes of calculating the accrual of interest
during the related interest accrual period, and the remaining portion of such
Certificate Balance will represent one or more other separate components of the
Class XC Certificates for purposes of calculating the accrual of interest
during the related interest accrual period. For purposes of accruing interest
for each Distribution Date prior to December 2011 on any particular component
of the Notional Amount of the Class XC Certificates immediately prior to the
related Distribution Date, the applicable Class XC Strip Rate will be
calculated as follows:

          (1) if such particular component consists of the entire Certificate
     Balance of any class of Certificates, and if such Certificate Balance also
     constitutes, in its entirety, a component of the Notional Amount of the
     Class XP Certificates immediately prior to the related Distribution Date,
     then the applicable Class XC Strip Rate will equal the excess, if any, of
     (a) the Weighted Average Net Mortgage Rate for such interest accrual
     period, over (b) (x) with respect to the Class F Certificates, the sum of
     (i) the Class XP (Class F) Fixed Strip Rate for the applicable Class XP
     component and (ii) the Pass-Through Rate in effect for the Distribution
     Date for the Class F Certificates, (y) with respect to the Class G
     Certificates, the sum of (i) the Class XP (Class G) Fixed Strip Rate for
     the applicable Class XP component and (ii) the Pass-Through Rate in effect
     for the Distribution Date for the Class G Certificates and (z) for each
     other applicable class of Certificates, the greater of (i) the reference
     rate specified in Annex C to this prospectus supplement for such interest
     accrual period and (ii) the Pass-Through Rate in effect during such
     interest accrual period for such Class of Certificates;

          (2) if such particular component consists of a designated portion (but
     not all) of the Certificate Balance of any Class of Certificates, and if
     such designated portion of such Certificate Balance also constitutes a
     component of the Notional Amount of the Class XP Certificates immediately
     prior to the related Distribution Date, then the applicable Class XC Strip
     Rate will equal the excess, if any, of (a) the Weighted Average Net
     Mortgage Rate for such interest accrual period, over (b) (x) with respect
     to the Class F Certificates, the sum of (i) the Class XP (Class F) Fixed
     Strip Rate for the applicable Class XP component and (ii) the Pass-Through
     Rate in effect for the Distribution Date for the Class F Certificates, (y)
     with respect to the Class G Certificates, the sum of (i) the Class XP
     (Class G) Fixed Strip Rate for the applicable Class XP component and (ii)
     the Pass-Through Rate in effect for the Distribution Date for the Class G
     Certificates and (z) for each other applicable class of Certificates, the
     greater of (i) the reference rate specified in Annex C to this prospectus
     supplement for such interest accrual period and (ii) the Pass-Through Rate
     in effect during such interest accrual period for such Distribution Date
     for such Class of Certificates;

          (3) if such particular component consists of the entire Certificate
     Balance of any Class of Certificates, and if such Certificate Balance does
     not, in whole or in part, also constitute a component of the Notional
     Amount of the Class XP Certificates immediately prior to the related
     Distribution Date, then the applicable Class XC Strip Rate will equal the
     excess, if any, of (a) the


                                     S-139


     Weighted Average Net Mortgage Rate for such interest accrual period, over
     (b) the Pass-Through Rate in effect during such interest accrual period for
     such Class of Certificates; and

          (4) if such particular component consists of a designated portion (but
     not all) of the Certificate Balance of any Class of Certificates, and if
     such designated portion of such Certificate Balance does not also
     constitute a component of the Notional Amount of the Class XP Certificates
     immediately prior to the related Distribution Date, then the applicable
     Class XC Strip Rate will equal the excess, if any, of (a) the Weighted
     Average Net Mortgage Rate for such interest accrual period, over (b) the
     Pass-Through Rate in effect during such interest accrual period for such
     Class of Certificates.

     For purposes of the accrual of interest on the Class XC Certificates for
each Distribution Date subsequent to the November 2011 Distribution Date, the
Certificate Balance of each Class of Sequential Pay Certificates will
constitute one or more separate components of the Notional Amount of the Class
XC Certificates, and the applicable Class XC Strip Rate with respect to each
such Component for each such interest period will equal the excess, if any, of
(a) the Weighted Average Net Mortgage Rate for such interest accrual period,
over (b) the Pass-Through Rate in effect during such interest accrual period
for the Class of Certificates whose Certificate Balance makes up such
component.

     For purpose of calculating the Class XC and Class XP Strip Rates, the
Pass-Through Rate of each component will be the Pass-Through Rate of the
corresponding Class of Certificates.

     The Pass-Through Rates for the Class A-1, Class A-2, Class A-3, Class A-AB
and Class A-1A Certificates are fixed per annum rates equal to 3.8120%,
4.1760%, 4.5610%, 4.6730% and 4.5420%, respectively.

     The initial Pass-Through Rates for the Class A-4, Class A-J, Class B,
Class C, Class D and Class E Certificates are per annum rates equal to 4.9360%,
4.9920%, 5.0580%, 5.0990%, 5.1580% and 5.2420%, respectively. For any
subsequent date, the Pass-Through Rates for the Class A-4, Class A-J, Class B,
Class C, Class D and Class E Certificates will be per annum rates equal to
4.9360%, 4.9920%, 5.0580%, 5.0990%, 5.1580% and 5.2420%, respectively, subject
to a cap equal to the Weighted Average Net Mortgage Rate.

     The approximate initial Pass-Through Rate for the Class F Certificates is
a per annum rate equal to 5.1198%. For any subsequent date, the Pass-Through
Rate for the Class F Certificates is a per annum rate equal to the Weighted
Average Net Mortgage Rate less 0.198%.

     The approximate initial Pass-Through Rate for the Class G Certificates is
a per annum rate equal to 5.2188%. For any subsequent date, the Pass-Through
Rate for the Class G Certificates is a per annum rate equal to the Weighted
Average Net Mortgage Rate less 0.099%.

     The approximate initial Pass-Through Rate for the Class H Certificates is
a per annum rate equal to 5.3178%. For any subsequent date, the Pass-Through
Rate for the Class H Certificates is a per annum rate equal to the Weighted
Average Net Mortgage Rate.

     The initial Pass-Through Rate for the Class J, Class K, Class L, Class M,
Class N, Class O and Class P Certificates is a per annum rate equal to 4.7180%.
For any subsequent date, the Pass-Through Rate for the Class J, Class K, Class
L, Class M, Class N, Class O and Class P Certificates will accrue interest at a
fixed per annum rate equal to 4.7180%, subject to a cap at the Weighted Average
Net Mortgage Rate.

     The Pass-Through Rates for the Class CS and Class RP Certificates will be
set forth in the Pooling and Servicing Agreement.

     "Weighted Average Net Mortgage Rate" for any Distribution Date means the
weighted average of the Net Mortgage Rates for all the Mortgage Loans
(excluding the interest rates and principal balances of the CS Subordinate
Component and the RP Subordinate Components) immediately following the
preceding Distribution Date (weighted on the basis of their respective Stated
Principal


                                     S-140


Balances (as defined in this prospectus supplement) (excluding the principal
balances of the CS Subordinate Component and the RP Subordinate Components).

     The "Net Mortgage Rate" with respect to any Mortgage Loan (or, in the case
of the CS Component Mortgage Loan and the RP Component Mortgage Loan, the
related senior component) is, in general, a per annum rate equal to the related
Mortgage Rate minus the Administrative Fee Rate, and with respect to the CS
Senior Component, approximately 5.426% per annum and with respect to the RP
Senior Component approximately 4.669% per annum, minus the Administrative Fee
Rate; provided, however, that for purposes of calculating the Pass-Through Rate
for each Class of REMIC II 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 Delivery Date; and provided, further, however, that if any Mortgage Loan
(or, in the case of the CS Component Mortgage Loan and the RP Component
Mortgage Loan, the related Senior Component) does not accrue interest on the
basis of a 360-day year consisting of twelve 30-day months, which is the basis
on which interest accrues in respect of the REMIC II Certificates, then the Net
Mortgage Rate of such Mortgage Loan (or senior component) for any one-month
period preceding a related Due Date will be the annualized rate at which
interest would have to accrue in respect of such loan on the basis of a 360-day
year consisting of twelve 30-day months in order to produce the aggregate
amount of interest actually accrued in respect of such loan during such
one-month period at the related Mortgage Rate (or the senior component rate)
(net of the related Administrative Fee Rate); provided, however, that with
respect to such Mortgage Loans (or senior components), the Mortgage Rate (or
the senior component rate) for the one month period (a) prior to the due dates
in January and February in any year which is not a leap year or in February in
any year which is a leap year will be the per annum rate stated in the related
Mortgage Note and (b) prior to the due date in March will be determined
inclusive of one day of interest retained for the one month period prior to the
due dates in January and February in any year which is not a leap year or
February in any year which is a leap year. As of the Cut-off Date (without
regard to the adjustment described above), the Net Mortgage Rates for the
Mortgage Loans ranged from 4.637% per annum to 6.248% per annum, with a
Weighted Average Net Mortgage Rate of 5.318% per annum. See "Servicing of the
Mortgage Loans--Servicing and Other Compensation and Payment of Expenses" in
this prospectus supplement. The "Administrative Fee Rate" is the sum of the
applicable Master Servicing Fee Rate and the per annum rate at which the
monthly Trustee Fee is calculated (as more particularly described in Annex A to
this prospectus supplement).

     The "Stated Principal Balance" of each Mortgage Loan will initially equal
the outstanding principal balance of the Mortgage Loans as of the Cut-off Date
and will be permanently reduced (to not less than zero) on each Distribution
Date by (i) any payments or other collections (or advances in lieu thereof) of
principal on such Mortgage Loan that have been distributed on the Certificates
on such date, and (ii) the principal portion of any Realized Loss incurred in
respect of such Mortgage Loan during the related Collection Period. In
addition, to the extent that principal from general collections is used to
reimburse Nonrecoverable Advances or Workout-Delayed Reimbursement Amounts, and
such amount has not been included as part of the Principal Distribution Amount,
such amount shall not reduce the Stated Principal Balance (other than for
purposes of computing the Weighted Average Net Mortgage Rate).

     The "Collection Period" for each Distribution Date is the period that
begins immediately following the Determination Date in the calendar month
preceding the month in which such Distribution Date occurs and ending on and
including the Determination Date in the calendar month in which such
Distribution Date occurs. The first Collection Period applicable to the Offered
Certificates will begin immediately following the Cut-off Date and will end on
the Determination Date in December 2004. The "Determination Date" for each
Distribution Date will be the earlier of (i) the sixth day of the month in
which the related Distribution Date occurs, or if such sixth day is not a
business day, then the immediately preceding business day, and (ii) the fourth
business day prior to the related Distribution Date.


                                     S-141



DISTRIBUTIONS

     General. Distributions on or with respect to the Certificates will be made
by the Trustee, to the extent of available funds, on the 10th day of each month
or, if any such 10th day is not a business day, then on the next succeeding
business day (each, a "Distribution Date"). The first Distribution Date with
respect to the Offered Certificates will occur in December 2004. 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 and, as to each such person, 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. Until Definitive Certificates are issued in respect thereof, Cede &
Co. will be the registered holder of the Offered Certificates. See
"--Registration and Denominations" above. The final distribution on any
Certificate (determined without regard to any possible future reimbursement of
any Realized Losses or Additional Trust Fund Expense previously allocated to
such Certificate) will be made in like manner, but only upon presentation and
surrender of such Certificate at the location that will be specified in a
notice of the pendency of such final distribution. Any distribution that is to
be made with respect to a Certificate in reimbursement of a Realized Loss or
Additional Trust Fund Expense previously allocated thereto, which reimbursement
is to occur after the date on which such Certificate is surrendered as
contemplated by the preceding sentence (the likelihood of any such distribution
being remote), will be made by check mailed to the Certificateholder that
surrendered such Certificate. All distributions made on or with respect to a
Class of Certificates will be allocated pro rata among such Certificates based
on their respective percentage interests in such Class.

     With respect to any Distribution Date and any Class of Certificates, the
"Record Date" will be the last business day of the calendar month immediately
preceding the month in which such Distribution Date occurs.

     Class CS Certificates and the CS Component Mortgage Loan. The Class CS
Certificates will be entitled only to distributions from amounts collected on
the CS Component Mortgage Loan, and only in the priority set forth below. All
collections of principal and interest on the CS Component Mortgage Loan
(including on the CS Subordinate Component thereof) received by the Master
Servicer during any Collection Period (net of any portion allocable to
reimburse any outstanding P&I Advances and Servicing Advances, or pay any
Master Servicing Fees, Special Servicing Fees, Trustee Fees, Workout Fees,
Liquidation Fees, interest on Advances and any other Additional Trust Fund
Expenses, in respect of the CS Component Mortgage Loan (including on the CS
Subordinate Component thereof)) will be remitted to the Trustee on the Master
Servicer Remittance Date and applied by the Trustee on the related Distribution
Date, together with any P&I Advance or payment by the Master Servicer to cover
Prepayment Interest Shortfalls made in respect of such Mortgage Loan, for the
following purposes and in the following order of priority:

          (i) to the Trustee for the benefit of the REMIC II Certificateholders
     as part of the Available Distribution Amount for such Distribution Date, up
     to an amount equal to all CS Component Distributable Interest in respect of
     the CS Senior Component for such Distribution Date and, to the extent not
     previously paid, for all prior Distribution Dates;

          (ii) to the Trustee for the benefit of the REMIC II Certificateholders
     as part of the Available Distribution Amount for such Distribution Date, up
     to an amount equal to all CS Component Principal Entitlement for the CS
     Senior Component for such Distribution Date (the "CS Senior Component
     Principal Distribution Amount");

          (iii) to the Trustee for the benefit of the REMIC II
     Certificateholders as part of the Available Distribution Amount for such
     Distribution Date, to reimburse the CS Senior Component for all Realized
     Losses and Additional Trust Fund Expenses, if any, previously allocated
     with respect to the CS Component Mortgage Loan to the CS Senior Component
     and for which no reimbursement has previously been received;

          (iv) to pay interest on the CS Subordinate Component, up to an amount
     equal to all CS Component Distributable Interest in respect of the CS
     Subordinate Component for such Distribution Date and, to the extent not
     previously paid, for all prior Distribution Dates;


                                     S-142


          (v) to pay principal on the CS Subordinate Component, up to an amount
     equal to the CS Component Principal Entitlement for the CS Subordinate
     Component for such Distribution Date;

          (vi) to reimburse the CS Subordinate Component for all Realized Losses
     and Additional Trust Fund Expenses, if any, previously allocated with
     respect to the CS Component Mortgage Loan to the CS Subordinate Component
     and for which no reimbursement has previously been received;

          (vii) if a monetary or other material event of default exists under
     the CS Component Mortgage Loan, to the Trustee for the benefit of the REMIC
     II Certificateholders as part of the Available Distribution Amount for such
     Distribution Date, an amount in respect of principal of the CS Senior
     Component equal to the lesser of (A) the outstanding principal balance of
     such component (after giving effect to the distribution pursuant to clause
     (ii) above on such Distribution Date) and (B) such CS Post-Default Excess
     Interest Amount (it being understood that distributions pursuant to this
     priority (vii) will be made solely from and to the extent of such CS
     Post-Default Excess Interest Amount); and

          (viii) with respect to the CS Component Mortgage Loan, to distribute
     to the holders of the Class R-I Certificates any excess after allocation of
     the distributions set forth in clauses (i) through (vii) above.

     All distributions on the CS Subordinate Component referenced in clauses
(iv) through (vi) above shall be made to the holders of the Class CS
Certificates.

     The "CS Component Distributable Interest" in respect of the CS Senior
Component or CS Subordinate Component is equal to the CS Accrued Component
Interest in respect of the CS Senior Component or the CS Subordinate Component
reduced by such component's allocable share (calculated as described below) of
any Prepayment Interest Shortfall for such Distribution Date.

     The "CS Accrued Component Interest" in respect of the CS Senior Component
or CS Subordinate Component for each Distribution Date is equal to one calendar
month's interest at the applicable interest rate for the related component,
which rate (net of the Administrative Fee Rate) in the case of the CS Senior
Component is equal to approximately 5.394% per annum and in the case of the CS
Subordinate Component is equal to the Pass-Through Rate of the Class CS
Certificates.

     In the absence of a monetary or other material event of default under the
CS Component Mortgage Loan, principal will be paid on the CS Senior Component
and the CS Subordinate Component, pro rata (in accordance with their respective
outstanding principal balances). If any of the events of default described in
the prior sentence exists, principal will be paid first to the CS Senior
Component until its outstanding principal balance is reduced to zero and then
to the CS Subordinate Component until its outstanding principal balance is
reduced to zero. Accordingly, the "CS Component Principal Entitlement" with
respect to the CS Senior Component and the CS Subordinate Component is (a)
prior to any of the events of default described in the first sentence of this
paragraph, an amount equal to such component's pro rata share of the CS
Principal Distribution Amount and (b) after any of the events of default
described in the first sentence of this paragraph, an amount equal to the
lesser of (i) the outstanding principal balance of such component and (ii) the
portion of the CS Principal Distribution Amount remaining after giving effect
to all distributions of higher priority on such Distribution Date.

     For purposes of determining the actual amount allocable to principal as
referenced in this paragraph, the payment of principal and interest under the
CS Component Mortgage Loan is based on an interest rate under the whole loan of
5.3991% per annum (with the accrual of interest calculated on an Actual/360
Basis), a 25-year amortization term with each respective scheduled monthly
payment made by the borrower calculated on a 30/360 Basis.

     The "CS Post-Default Excess Interest Amount" for any Distribution Date is
equal to an amount equal to the greater of (A) zero and (B) (1) the aggregate
of the CS Component Distributable Interest in respect of the Senior and Junior
Components for such Distribution Date (net of any amounts


                                     S-143


therefrom allocable to the reimbursement of Advances, fees, interest on
Advances or other Additional Trust Fund Expenses as described above) minus (2)
the aggregate amount of interest distributable pursuant to priorities (i) and
(iv) above.

     The "CS Principal Distribution Amount" for any Distribution Date will, in
general, equal the aggregate of the following:

          (a) the principal portions of all Monthly Payments (other than a
     Balloon Payment) and any Assumed Monthly Payments due or deemed due, as the
     case may be, in respect of the CS Component Mortgage Loan for the Due Date
     occurring during the related Collection Period;

          (b) all voluntary principal prepayments received on the CS Component
     Mortgage Loan during the related Collection Period;

          (c) with respect to the CS Component Mortgage Loan if its stated
     maturity date occurred during or prior to the related Collection Period,
     any payment of principal (exclusive of any voluntary principal prepayment
     and any amount described in clause (d) below) made by or on behalf of the
     borrower during the related Collection Period, net of any portion of such
     payment that represents a recovery of the principal portion of any Monthly
     Payment (other than a Balloon Payment ) due, or the principal portion of
     any Assumed Monthly Payment deemed due, in respect of the CS Component
     Mortgage Loan on a Due Date during or prior to the related Collection
     Period and not previously recovered;

          (d) all Liquidation Proceeds and Insurance and Condemnation Proceeds
     received on the CS Component Mortgage Loan during the related Collection
     Period that were identified and applied by the Master Servicer as
     recoveries of principal thereof, in each case net of any portion of such
     amounts that represents recovery of the principal portion of any Monthly
     Payment due (other than a Balloon Payment), or the principal portion of any
     Assumed Monthly Payment deemed due, in respect of the CS Component Mortgage
     Loan on a Due Date during or prior to the related Collection Period and not
     previously recovered; and

          (e) the portion of any amount described in clause (e) of the
     definition of Principal Distribution Amount, as described in this
     prospectus supplement under "--Principal Distribution Amounts" that is
     attributable to the CS Component Mortgage Loan.

     Class RP Certificates and the RP Component Mortgage Loan. Each Class of
Class RP Certificates will be entitled only to distributions from amounts
collected on the RP Component Mortgage Loan, and only in the priority set forth
below. All collections of principal and interest on the RP Component Mortgage
Loan (including on the RP Subordinate Components thereof) received by the
Master Servicer during any Collection Period (net of any portion allocable to
reimburse any outstanding P&I Advances and Servicing Advances, or pay any
Master Servicing Fees, Special Servicing Fees, Trustee Fees, Workout Fees,
Liquidation Fees, interest on Advances and any other Additional Trust Fund
Expenses, in respect of the RP Component Mortgage Loan (including on the RP
Subordinate Components thereof)) will be remitted to the Trustee on the Master
Servicer Remittance Date and applied by the Trustee on the related Distribution
Date, together with any P&I Advance or payment by the Master Servicer to cover
Prepayment Interest Shortfalls made in respect of such Mortgage Loan, for the
following purposes and in the following order of priority:

          (i) to the Trustee for the benefit of the REMIC II Certificateholders
     as part of the Available Distribution Amount for such Distribution Date, up
     to an amount equal to all RP Component Distributable Interest in respect of
     the RP Senior Component for such Distribution Date and, to the extent not
     previously paid, for all prior Distribution Dates;

          (ii) to the Trustee for the benefit of the REMIC II Certificateholders
     as part of the Available Distribution Amount for such Distribution Date, up
     to an amount equal to all RP Component Principal Entitlement for the RP
     Senior Component for such Distribution Date (the "RP Senior Component
     Principal Distribution Amount");

          (iii) to the Trustee for the benefit of the REMIC II
     Certificateholders as part of the Available Distribution Amount for such
     Distribution Date, to reimburse the RP Senior Component for all


                                     S-144


     Realized Losses and Additional Trust Fund Expenses, if any, previously
     allocated with respect to the RP Component Mortgage Loan to the RP Senior
     Component and for which no reimbursement has previously been received;

          (iv) to pay interest on the RP-1 Component, up to an amount equal to
     all RP Component Distributable Interest in respect of the RP-1 Component
     for such Distribution Date and, to the extent not previously paid, for all
     prior Distribution Dates;

          (v) to pay principal on the RP-1 Component, up to an amount equal to
     the RP Component Principal Entitlement for the RP-1 Component for such
     Distribution Date;

          (vi) to reimburse the RP-1 Component for all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated with respect
     to the RP Component Mortgage Loan to the RP-1 Component and for which no
     reimbursement has previously been received;

          (vii) to pay interest to the RP-2 Component, up to an amount equal to
     all RP Component Distributable Interest in respect of the RP-2 Component
     for such Distribution Date and, to the extent not previously paid, for all
     prior Distribution Dates;

          (viii) to pay principal on the RP-2 Component, up to an amount equal
     to the RP Component Principal Entitlement for the RP-2 Component for such
     Distribution Date;

          (ix) to reimburse the holders of the RP-2 Component for all Realized
     Losses and Additional Trust Fund Expenses, if any, previously allocated
     with respect to the RP Component Mortgage Loan to the RP-2 Component and
     for which no reimbursement has previously been received;

          (x) to pay interest to the RP-3 Component, up to an amount equal to
     all RP Component Distributable Interest in respect of the RP-3 Component
     for such Distribution Date and, to the extent not previously paid, for all
     prior Distribution Dates;

          (xi) to pay principal on the RP-3 Component, up to an amount equal to
     the RP Component Principal Entitlement for the RP-3 Component for such
     Distribution Date;

          (xii) to reimburse the RP-3 Component for all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated with respect
     to the RP Component Mortgage Loan to the RP-3 Component and for which no
     reimbursement has previously been received;

          (xiii) to pay interest on the RP-4 Component, up to an amount equal to
     all RP Component Distributable Interest in respect of the RP-4 Component
     for such Distribution Date and, to the extent not previously paid, for all
     prior Distribution Dates;

          (xiv) to pay principal on the RP-4 Component, up to an amount equal to
     the RP Component Principal Entitlement for the RP-4 Component for such
     Distribution Date;

          (xv) to reimburse the RP-4 Component for all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated with respect
     to the RP Component Mortgage Loan to the RP-4 Component and for which no
     reimbursement has previously been received;

          (xvi) if a monetary or other material event of default exists under
     the RP Component Mortgage Loan, to the Trustee for the benefit of the REMIC
     II Certificateholders as part of the Available Distribution Amount for such
     Distribution Date, an amount in respect of principal of the RP Senior
     Component equal to the lesser of (A) the outstanding principal balance of
     such component (after giving effect to the distribution pursuant to clause
     (ii) above on such Distribution Date) and (B) such RP Post-Default Excess
     Interest Amount (it being understood that distributions pursuant to this
     priority (xvi) will be made solely from and to the extent of such RP
     Post-Default Excess Interest Amount); and

          (xvii) with respect to the RP Component Mortgage Loan, to distribute
     to the holders of the Class R-I Certificates any excess after allocation of
     the distributions set forth in clauses (i) through (xvi) above.

     All distributions on the RP Subordinate Components referenced in clauses
(iv) through (xv) above shall be made to the holders of the RP-1 Certificates,
RP-2 Certificates, RP-3 Certificates and the Class RP-4 Certificates,
respectively.


                                     S-145


     The "RP Component Distributable Interest" in respect of the RP Senior
Component or the RP Subordinate Components is equal to the RP Accrued Component
Interest in respect of the RP Senior Component or each of the RP Subordinate
Components reduced by such component's allocable share (calculated as described
below) of any Prepayment Interest Shortfall for such Distribution Date.

     The "RP Accrued Component Interest" in respect of the RP Senior Component
or the RP Subordinate Components for each Distribution Date is equal to one
calendar months' interest at the applicable interest rate for the related
component, which rate (net of the Administrative Fee Rate) in the case of the
RP Senior Component is equal to approximately 4.637% per annum and in the case
of each of the RP Subordinate Components is equal to the Pass-Through Rate of
the related Class of Class RP Certificates.

     In the absence of a monetary or other material event of default under the
RP Component Mortgage Loan, principal will be paid on the RP Senior Component
and the RP Subordinate Components, pro rata (in accordance with their
respective outstanding principal balances). If any of the events of default
described in the prior sentence exists, principal will be paid first to the RP
Senior Component until its outstanding principal balance is reduced to zero and
then sequentially to the RP-1 Component, RP-2 Component, RP-3 Component and the
RP-4 Component until the outstanding principal balance of each such component
is reduced to zero. Accordingly, the "RP Component Principal Entitlement" with
respect to the RP Senior Component and the RP Subordinate Components is (a)
prior to any of the events of default described in the first sentence of this
paragraph, an amount equal to such component's pro rata share of the RP
Principal Distribution Amount and (b) after any of the events of default
described in the first sentence of this paragraph, an amount equal to the
lesser of (i) the outstanding principal balance of such component and (ii) the
portion of the RP Principal Distribution Amount remaining after giving effect
to all distributions of higher priority on such Distribution Date.

     For purposes of determining the actual amount allocable to principal as
referenced in this paragraph, the payment of principal and interest under the
RP Component Mortgage Loan is based on an interest rate under the whole loan of
4.660% per annum (with the accrual of interest calculated on an Actual/360
Basis).

     The "RP Post-Default Excess Interest Amount" for any Distribution Date is
equal to an amount equal to the greater of (A) zero and (B) (1) the aggregate
of the RP Component Distributable Interest in respect of the Senior and Junior
Components for such Distribution Date (net of any amounts therefrom allocable
to the reimbursement of Advances, fees, interest on Advances or other
Additional Trust Fund Expenses as described above) minus (2) the aggregate
amount of interest distributable pursuant to priorities (i), (iv), (vii), (x)
and (xiii) above.

     The "RP Principal Distribution Amount" for any Distribution Date will, in
general, equal the aggregate of the following:

          (a) the principal portions of all Monthly Payments (other than a
     Balloon Payment) and any Assumed Monthly Payments due or deemed due, as the
     case may be, in respect of the RP Component Mortgage Loan for the Due Date
     occurring during the related Collection Period;

          (b) all voluntary principal prepayments received on the RP Component
     Mortgage Loan during the related Collection Period;

          (c) with respect to the RP Component Mortgage Loan if its stated
     maturity date occurred during or prior to the related Collection Period,
     any payment of principal (exclusive of any voluntary principal prepayment
     and any amount described in clause (d) below) made by or on behalf of the
     borrower during the related Collection Period, net of any portion of such
     payment that represents a recovery of the principal portion of any Monthly
     Payment due (other than a Balloon Payment) or the principal portion of any
     Assumed Monthly Payment deemed due, in respect of the RP Component Mortgage
     Loan on a Due Date during or prior to the related Collection Period and not
     previously recovered;

          (d) all Liquidation Proceeds and Insurance and Condemnation Proceeds
     received on the RP Component Mortgage Loan during the related Collection
     Period that were identified and


                                     S-146


     applied by the Master Servicer as recoveries of principal thereof, in each
     case net of any portion of such amounts that represents recovery of the
     principal portion of any Monthly Payment due (other than a Balloon Payment)
     or the principal portion of any Assumed Monthly Payment deemed due, in
     respect of the RP Component Mortgage Loan on a Due Date during or prior to
     the related Collection Period and not previously recovered; and

          (e) the portion of any amount described in clause (e) of the
     definition of Principal Distribution Amount, as described in this
     prospectus supplement under "--Principal Distribution Amounts" that is
     attributable to the RP Component Mortgage Loan.

     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 such Distribution Date. The
"Available Distribution Amount" for any Distribution Date will, in general,
equal

          (a) all amounts on deposit in the Certificate Account as of the close
     of business on the related Determination Date, exclusive of any portion
     thereof that represents one or more of the following:

               (i) Monthly Payments collected but due on a Due Date subsequent
          to the related Collection Period;

               (ii) any payments of principal and interest, Liquidation Proceeds
          and Insurance and Condemnation Proceeds received after the end of the
          related Collection Period;

               (iii) Prepayment Premiums (which are separately distributable on
          the Certificates as hereinafter described);

               (iv) amounts that are payable or reimbursable to any person other
          than the Certificateholders (including amounts payable to the Master
          Servicer, the Special Servicer, any Sub-Servicers or the Trustee as
          compensation (including Trustee Fees, Master Servicing Fees, Special
          Servicing Fees, Workout Fees, Liquidation Fees and Default Charges)
          (to the extent Default Charges are not otherwise applied to cover
          interest on Advances or other expenses), assumption fees and
          modification fees), amounts payable in reimbursement of outstanding
          Advances, together with interest thereon, and amounts payable in
          respect of other Additional Trust Fund Expenses);

               (v) amounts deposited in the Certificate Account in error;

               (vi) all funds released from the Excess Liquidation Proceeds
          Account with respect to such Distribution Date;

               (vii) with respect to each Mortgage Loan which accrues interest
          on an Actual/360 Basis and any Distribution Date relating to the one
          month period preceding the Distribution Date in each February (and in
          any January of a year which is not a leap year), an amount equal to
          the related Withheld Amount;

               (viii) any amounts distributable to the Class CS Certificates in
          respect of the CS Component Mortgage Loan as described under
          "Description of the Certificates-- Distributions--Class CS
          Certificates and Class CS Component Mortgage Loan"; and

               (ix) any amounts distributable to the Class RP Certificates in
          respect of the RP Component Mortgage Loan as described under
          "Description of the Certificates-- Distributions--Class RP
          Certificates and Class RP Component Mortgage Loan".

          (b) to the extent not already included in clause (a), any P&I Advances
     made with respect to such Distribution Date, any Compensating Interest
     Payments made by the Master Servicer to cover Prepayment Interest
     Shortfalls incurred during the related Collection Period and for the
     Distribution Date occurring in each March, the related Withheld Amounts
     remitted to the Trustee for distribution to the Certificateholders as
     described under "Description of the Certificates--Interest Reserve
     Account".


                                     S-147


     See "The Pooling and Servicing Agreements--Certificate Account" in the
accompanying prospectus.

     Application of the Available Distribution Amount. On each Distribution
Date, the Trustee will apply the Available Distribution Amount for such date
for the following purposes and in the following order of priority:

          (1) concurrently, to distributions of interest (i) from the portion of
     the Available Distribution Amount for such Distribution Date attributable
     to Mortgage Loans in Loan Group 1, to the holders of the Class A-1
     Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-AB
     Certificates and Class A-4 Certificates, pro rata, in accordance with the
     respective amounts of Distributable Certificate Interest in respect of such
     Classes of Certificates on such Distribution Date, in an amount equal to
     all Distributable Certificate Interest in respect of such Classes of
     Certificates for such Distribution Date and, to the extent not previously
     paid, for all prior Distribution Dates, (ii) from the portion of the
     Available Distribution Amount for such Distribution Date attributable to
     Mortgage Loans in Loan Group 2, to the holders of the Class A-1A
     Certificates in an amount equal to all Distributable Certificate Interest
     in respect of such Class of Certificates for such Distribution Date and, to
     the extent not previously paid, for all prior Distribution Dates, and (iii)
     from the entire Available Distribution Amount for such Distribution Date
     relating to the entire Mortgage Pool, to the holders of the Class XC and
     Class XP Certificates in accordance with the respective amounts of
     Distributable Certificate Interest in respect of such Class of Certificates
     on such Distribution Date, in an amount equal to all Distributable
     Certificate Interest in respect of such Class of Certificates for such
     Distribution Date and, to the extent not previously paid, for all prior
     Distribution Dates; provided, however, on any Distribution Date where the
     Available Distribution Amount (or applicable portion thereof) is not
     sufficient to make distributions in full to the related Classes of
     Certificates as described above, the Available Distribution Amount will be
     allocated among the above Classes of Certificates without regard to Loan
     Group, pro rata, in accordance with the respective amounts of Distributable
     Certificate Interest in respect of such Classes of Certificates on such
     Distribution Date, in an amount equal to all Distributable Certificate
     Interest in respect of each such Class of Certificates for such
     Distribution Date and, to the extent not previously paid, for all prior
     Distribution Dates;

          (2) to pay principal to Class A-1, Class A-2, Class A-3, Class A-AB,
     Class A-4 and Class A-1A Certificates, in reduction of the Certificate
     Balances thereof, concurrently: (i)(A) first, to the Class A-AB
     Certificates, in an amount equal to the Group 1 Principal Distribution
     Amount for such Distribution Date and, after the Class A-1A Certificates
     have been reduced to zero, the Group 2 Principal Distribution Amount for
     such Distribution Date remaining after payments to Class A-1A Certificates
     on such Distribution Date, until the Class A-AB Certificates are reduced to
     the Class A-AB Planned Principal Balance, (B) then, to the Class A-1
     Certificates, in an amount equal to the Group 1 Principal Distribution
     Amount (or the portion of it remaining after the above distribution on the
     Class A-AB Certificates) for such Distribution Date and, after the Class
     A-1A Certificates have been reduced to zero, the Group 2 Principal
     Distribution Amount remaining after payments to the Class A-1A Certificates
     and the above distribution on the Class A-AB Certificates have been made on
     such Distribution Date, until the Class A-1 Certificates are reduced to
     zero, (C) then, to the Class A-2 Certificates, in an amount equal to the
     Group 1 Principal Distribution Amount (or the portion of it remaining after
     the above distributions on the Class A-1 and Class A-AB Certificates) for
     such Distribution Date and, after the Class A-1A Certificates have been
     reduced to zero, the Group 2 Principal Distribution Amount remaining after
     payments to the Class A-1A Certificates and the above distributions on the
     Class A-1 and Class A-AB Certificates have been made on such Distribution
     Date, until the Class A-2 Certificates are reduced to zero, (D) then, to
     the Class A-3 Certificates, in an amount equal to the Group 1 Principal
     Distribution Amount (or the portion of it remaining after the above
     distributions on the Class A-1, Class A-2 and Class A-AB Certificates) for
     such Distribution Date and, after the Class A-1A Certificates have been
     reduced to zero, the Group 2 Principal Distribution Amount remaining after
     payments to the Class A-1A Certificates and the


                                     S-148


     above distributions on the Class A-1, Class A-2 and Class A-AB Certificates
     have been made on such Distribution Date, until the Class A-3 Certificates
     are reduced to zero, (E) then, to the Class A-AB Certificates, in an amount
     equal to the Group 1 Principal Distribution Amount (or the portion of it
     remaining after the above distributions on the Class A-1, Class A-2 and
     Class A-3 Certificates, and the planned balance distribution pursuant to
     clause (A) above on the Class A-AB Certificates) for such Distribution Date
     and, after the Class A-1A Certificates have been reduced to zero, the Group
     2 Principal Distribution Amount remaining after payments to the Class A-1A
     Certificates and the above distributions on the Class A-1, Class A-2, Class
     A-3 and Class A-AB Certificates have been made on the Distribution Date,
     until the Class A-AB Certificates are reduced to zero and (F) then, to the
     Class A-4 Certificates, in an amount equal to the Group 1 Principal
     Distribution Amount (or the portion of it remaining after the above
     distributions on the Class A-1, Class A-2, Class A-3 and Class A-AB
     Certificates) for such Distribution Date and, after the Class A-1A
     Certificates have been reduced to zero, the Group 2 Principal Distribution
     Amount remaining after payments to the Class A-1A Certificates and the
     above distributions on the Class A-1, Class A-2, Class A-3 and Class A-AB
     Certificates have been made on such Distribution Date, until the Class A-4
     Certificates are reduced to zero; and (ii) to the Class A-1A Certificates,
     in an amount equal to the Group 2 Principal Distribution Amount for such
     Distribution Date and, after the Class A-4 Certificates have been reduced
     to zero, the Group 1 Principal Distribution Amount remaining after payments
     to the Class A-1, Class A-2, Class A-3, Class A-AB and Class A-4
     Certificates have been made on such Distribution Date, until the class A-1A
     Certificates are reduced to zero;

          (3) to reimburse the holders of the Class A-1 Certificates, Class A-2
     Certificates, Class A-3 Certificates, Class A-AB Certificates, Class A-4
     Certificates and Class A-1A Certificates up to an amount equal to, and pro
     rata as among such Classes in accordance with, the respective amounts of
     Realized Losses and Additional Trust Fund Expenses, if any, previously
     allocated to such Classes and for which no reimbursement has previously
     been paid; and

          (4) to make payments on the other Classes of Certificates
     (collectively, the "Subordinate Certificates") as contemplated below;

provided that, on each Distribution Date as of which the aggregate Certificate
Balance of the Subordinate Certificates is to be or has been reduced to zero,
and in any event on the final Distribution Date in connection with a
termination of the Trust (see "--Termination; Retirement of Certificates"
below), the payments of principal to be made as contemplated by clause (2)
above with respect to the Class A-1 Certificates, Class A-2 Certificates, Class
A-3 Certificates, Class A-AB Certificates, Class A-4 Certificates and Class
A-1A Certificates will be so made (subject to available funds) to the holders
of such Classes, up to an amount equal to, and pro rata as between such Classes
in accordance with, the respective then outstanding Certificate Balances of
such Classes.

     On each Distribution Date, following the above-described distributions on
the Senior Certificates, the Trustee will apply the remaining portion, if any,
of the Available Distribution Amount for such date for the following purposes
and in the following order of priority:

          (1) to pay interest to the holders of the Class A-J Certificates, up
     to an amount equal to all Distributable Certificate Interest in respect of
     such Class of Certificates for such Distribution Date and, to the extent
     not previously paid, for all prior Distribution Dates;

          (2) if the Certificate Balances of the Class A-1 Certificates, Class
     A-2 Certificates, Class A-3 Certificates, Class A-AB Certificates, Class
     A-4 Certificates and Class A-1A Certificates have been reduced to zero, to
     pay principal to the holders of the Class A-J Certificates, up to an amount
     equal to the lesser of (a) the then outstanding Certificate Balance of such
     Class of Certificates and (b) the remaining portion of the Principal
     Distribution Amount for such Distribution Date;

          (3) to reimburse the holders of the Class A-J Certificates, up to an
     amount equal to all Realized Losses and Additional Trust Fund Expenses, if
     any, previously allocated to the Certificate Balance of such Class of
     Certificates and for which no reimbursement has previously been paid;


                                     S-149


          (4) to pay interest to the holders of the Class B Certificates, up to
     an amount equal to all Distributable Certificate Interest in respect of
     such Class of Certificates for such Distribution Date and, to the extent
     not previously paid, for all prior Distribution Dates;

          (5) if the Certificate Balances of the Class A-1 Certificates, Class
     A-2 Certificates, Class A-3 Certificates, Class A-AB Certificates, Class
     A-4 Certificates, Class A-1A Certificates and Class A-J Certificates have
     been reduced to zero, to pay principal to the holders of the Class B
     Certificates, up to an amount equal to the lesser of (a) the then
     outstanding Certificate Balance of such Class of Certificates and (b) the
     remaining portion of the Principal Distribution Amount for such
     Distribution Date;

          (6) to reimburse the holders of the Class B Certificates, up to an
     amount equal to all Realized Losses and Additional Trust Fund Expenses, if
     any, previously allocated to the Certificate Balance of such Class of
     Certificates and for which no reimbursement has previously been paid;

          (7) to pay interest to the holders of the Class C Certificates, up to
     an amount equal to all Distributable Certificate Interest in respect of
     such Class of Certificates for such Distribution Date and, to the extent
     not previously paid, for all prior Distribution Dates;

          (8) if the Certificate Balances of the Class A-1 Certificates, Class
     A-2 Certificates, Class A-3 Certificates, Class A-AB Certificates, Class
     A-4 Certificates, Class A-1A Certificates, Class A-J Certificates and Class
     B Certificates have been reduced to zero, to pay principal to the holders
     of the Class C Certificates, up to an amount equal to the lesser of (a) the
     then outstanding Certificate Balance of such Class of Certificates and (b)
     the remaining portion of the Principal Distribution Amount for such
     Distribution Date;

          (9) to reimburse the holders of the Class C Certificates, up to an
     amount equal to all Realized Losses and Additional Trust Fund Expenses, if
     any, previously allocated to the Certificate Balance of such Class of
     Certificates and for which no reimbursement has previously been paid;

          (10) to pay interest to the holders of the Class D Certificates, up to
     an amount equal to all Distributable Certificate Interest in respect of
     such Class of Certificates for such Distribution Date and, to the extent
     not previously paid, for all prior Distribution Dates;

          (11) if the Certificate Balances of the Class A-1 Certificates, Class
     A-2 Certificates, Class A-3 Certificates, Class A-AB Certificates, Class
     A-4 Certificates, Class A-1A Certificates, Class A-J Certificates, Class B
     Certificates and Class C Certificates have been reduced to zero, to pay
     principal to the holder of the Class D Certificates, up to an amount equal
     to the lesser of (a) the then outstanding Certificate Balance of such Class
     of Certificates and (b) the remaining portion of the Principal Distribution
     Amount for such Distribution Date;

          (12) to reimburse the holders of the Class D Certificates, up to an
     amount equal to all Realized Losses and Additional Trust Fund Expenses, if
     any, previously allocated to the Certificate Balance of such Class of
     Certificates and for which no reimbursement has previously been paid;

          (13) to pay interest to the holders of the Class E Certificates, up to
     an amount equal to all Distributable Certificate Interest in respect of
     such Class of Certificates for such Distribution Date and, to the extent
     not previously paid, for all prior Distribution Dates;

          (14) if the Certificate Balances of the Class A-1 Certificates, Class
     A-2 Certificates, Class A-3 Certificates, Class A-AB Certificates, Class
     A-4 Certificates, Class A-1A Certificates, Class A-J Certificates, Class B
     Certificates, Class C Certificates and Class D Certificates have been
     reduced to zero, to pay principal to the holders of the Class E
     Certificates, up to an amount equal to the lesser of (a) the then
     outstanding Certificate Balance of such Class of Certificates and (b) the
     remaining portion of the Principal Distribution Amount for such
     Distribution Date;


                                     S-150


          (15) to reimburse the holders of the Class E Certificates, up to an
     amount equal to all Realized Losses and Additional Trust Fund Expenses, if
     any, previously allocated to the Certificate Balance of such Class of
     Certificates and for which no reimbursement has previously been paid;

          (16) to pay interest to the holders of the Class F Certificates, up to
     an amount equal to all Distributable Certificate Interest in respect of
     such Class of Certificates for such Distribution Date and, to the extent
     not previously paid, for all prior Distribution Dates;

          (17) if the Certificate Balances of the Class A-1 Certificates, Class
     A-2 Certificates, Class A-3 Certificates, Class A-AB Certificates, Class
     A-4 Certificates, Class A-1A Certificates, Class A-J Certificates, Class B
     Certificates, Class C Certificates, Class D Certificates and Class E
     Certificates have been reduced to zero, to pay principal to the holders of
     the Class F Certificates, up to an amount equal to the lesser of (a) the
     then outstanding Certificate Balance of such Class of Certificates and (b)
     the remaining portion of the Principal Distribution Amount for such
     Distribution Date;

          (18) to reimburse the holders of the Class F Certificates, up to an
     amount equal to all Realized Losses and Additional Trust Fund Expenses, if
     any, previously allocated to the Certificate Balance of such Class of
     Certificates and for which no reimbursement has previously been paid;

          (19) to pay interest to the holders of the Class G Certificates, up to
     an amount equal to all Distributable Certificate Interest in respect of
     such Class of Certificates for such Distribution Date and, to the extent
     not previously paid, for all prior Distribution Dates;

          (20) if the Certificate Balances of the Class A-1 Certificates, Class
     A-2 Certificates, Class A-3 Certificates, Class A-AB Certificates, Class
     A-4 Certificates, Class A-1A Certificates, Class A-J Certificates, Class B
     Certificates, Class C Certificates, Class D Certificates, Class E
     Certificates and Class F Certificates have been reduced to zero, to pay
     principal to the holders of the Class G Certificates, up to an amount equal
     to the lesser of (a) the then outstanding Certificate Balance of such Class
     of Certificates and (b) the remaining portion of the Principal Distribution
     Amount for such Distribution Date;

          (21) to reimburse the holders of the Class G Certificates, up to an
     amount equal to all Realized Losses and Additional Trust Fund Expenses, if
     any, previously allocated to the Certificate Balance of such Class of
     Certificates and for which no reimbursement has previously been paid;

          (22) to pay interest to the holders of the Class H Certificates, up to
     an amount equal to all Distributable Certificate Interest in respect of
     such Class of Certificates for such Distribution Date and, to the extent
     not previously paid, for all prior Distribution Dates;

          (23) if the Certificate Balances of the Class A-1 Certificates, Class
     A-2 Certificates, Class A-3 Certificates, Class A-AB Certificates, Class
     A-4 Certificates, Class A-1A Certificates, Class A-J Certificates, Class B
     Certificates, Class C Certificates, Class D Certificates, Class E
     Certificates, Class F Certificates and Class G Certificates have been
     reduced to zero, to pay principal to the holders of the Class H
     Certificates, up to an amount equal to the lesser of (a) the then
     outstanding Certificate Balance of such Class of Certificates and (b) the
     remaining portion of the Principal Distribution Amount for such
     Distribution Date;

          (24) to reimburse the holders of the Class H Certificates, up to an
     amount equal to all Realized Losses and Additional Trust Fund Expenses, if
     any, previously allocated to the Certificate Balance of such Class of
     Certificates and for which no reimbursement has previously been paid;

          (25) to pay interest to the holders of the Class J Certificates, up to
     an amount equal to all Distributable Certificate Interest in respect of
     such Class of Certificates for such Distribution Date and, to the extent
     not previously paid, for all prior Distribution Dates;

          (26) if the Certificate Balances of the Class A-1 Certificates, Class
     A-2 Certificates, Class A-3 Certificates, Class A-AB Certificates, Class
     A-4 Certificates, Class A-1A Certificates, Class A-J


                                     S-151


     Certificates, Class B Certificates, Class C Certificates, Class D
     Certificates, Class E Certificates, Class F Certificates, Class G
     Certificates and Class H Certificates have been reduced to zero, to pay
     principal to the holders of the Class J Certificates, up to an amount equal
     to the lesser of (a) the then outstanding Certificate Balance of such Class
     of Certificates and (b) the remaining portion of the Principal Distribution
     Amount for such Distribution Date;

          (27) to reimburse the holders of the Class J Certificates, up to an
     amount equal to all Realized Losses and Additional Trust Fund Expenses, if
     any, previously allocated to the Certificate Balance of such Class of
     Certificates and for which no reimbursement has previously been paid;

          (28) to pay interest to the holders of the Class K Certificates, up to
     an amount equal to all Distributable Certificate Interest in respect of
     such Class of Certificates for such Distribution Date and, to the extent
     not previously paid, for all prior Distribution Dates;

          (29) if the Certificate Balances of the Class A-1 Certificates, Class
     A-2 Certificates, Class A-3 Certificates, Class A-AB Certificates, Class
     A-4 Certificates, Class A-1A Certificates, Class A-J Certificates, Class B
     Certificates, Class C Certificates, Class D Certificates, Class E
     Certificates, Class F Certificates, Class G Certificates, Class H
     Certificates and Class J Certificates have been reduced to zero, to pay
     principal to the holders of the Class K Certificates, up to an amount equal
     to the lesser of (a) the then outstanding Certificate Balance of such Class
     of Certificates and (b) the remaining portion of the Principal Distribution
     Amount for such Distribution Date;

          (30) to reimburse the holders of the Class K Certificates, up to an
     amount equal to all Realized Losses and Additional Trust Fund Expenses, if
     any, previously allocated to the Certificate Balance of such Class of
     Certificates and for which no reimbursement has previously been paid;

          (31) to pay interest to the holders of the Class L Certificates, up to
     an amount equal to all Distributable Certificate Interest in respect of
     such Class of Certificates for such Distribution Date and, to the extent
     not previously paid, for all prior Distribution Dates;

          (32) if the Certificate Balances of the Class A-1 Certificates, Class
     A-2 Certificates, Class A-3 Certificates, Class A-AB Certificates, Class
     A-4 Certificates, Class A-1A Certificates, Class A-J Certificates, Class B
     Certificates, Class C Certificates, Class D Certificates, Class E
     Certificates, Class F Certificates, Class G Certificates, Class H
     Certificates, Class J Certificates and Class K Certificates have been
     reduced to zero, to pay principal to the holders of the Class L
     Certificates, up to an amount equal to the lesser of (a) the then
     outstanding Certificate Balance of such Class of Certificates and (b) the
     remaining portion of the Principal Distribution Amount for such
     Distribution Date;

          (33) to reimburse the holders of the Class L Certificates, up to an
     amount equal to all Realized Losses and Additional Trust Fund Expenses, if
     any, previously allocated to the Certificate Balance of such Class of
     Certificates and for which no reimbursement has previously been paid;

          (34) to pay interest to the holders of the Class M Certificates, up to
     an amount equal to all Distributable Certificate Interest in respect of
     such Class of Certificates for such Distribution Date and, to the extent
     not previously paid, for all prior Distribution Dates;

          (35) if the Certificate Balances of the Class A-1 Certificates, Class
     A-2 Certificates, Class A-3 Certificates, Class A-AB Certificates, Class
     A-4 Certificates, Class A-1A Certificates, Class A-J Certificates, Class B
     Certificates, Class C Certificates, Class D Certificates, Class E
     Certificates, Class F Certificates, Class G Certificates, Class H
     Certificates, Class J Certificates, Class K Certificates and Class L
     Certificates have been reduced to zero, to pay principal to the holders of
     the Class M Certificates, up to an amount equal to the lesser of (a) the
     then outstanding Certificate Balance of such Class of Certificates and (b)
     the remaining portion of the Principal Distribution Amount for such
     Distribution Date;


                                     S-152


          (36) to reimburse the holders of the Class M Certificates, up to an
     amount equal to all Realized Losses and Additional Trust Fund Expenses, if
     any, previously allocated to the Certificate Balance of such Class of
     Certificates and for which no reimbursement has previously been paid;

          (37) to pay interest to the holders of the Class N Certificates, up to
     an amount equal to all Distributable Certificate Interest in respect of
     such Class of Certificates for such Distribution Date and, to the extent
     not previously paid, for all prior Distribution Dates;

          (38) if the Certificate Balances of the Class A-1 Certificates, Class
     A-2 Certificates, Class A-3 Certificates, Class A-AB Certificates, Class
     A-4 Certificates, Class A-1A Certificates, Class A-J Certificates, Class B
     Certificates, Class C Certificates, Class D Certificates, Class E
     Certificates, Class F Certificates, Class G Certificates, Class H
     Certificates, Class J Certificates, Class K Certificates, Class L
     Certificates and Class M Certificates have been reduced to zero, to pay
     principal to the holders of the Class N Certificates, up to an amount equal
     to the lesser of (a) the then outstanding Certificate Balance of such Class
     of Certificates and (b) the remaining portion of the Principal Distribution
     Amount for such Distribution Date;

          (39) to reimburse the holders of the Class N Certificates, up to an
     amount equal to all Realized Losses and Additional Trust Fund Expenses, if
     any, previously allocated to the Certificate Balance of such Class of
     Certificates and for which no reimbursement has previously been paid;

          (40) to pay interest to the holders of the Class O Certificates, up to
     an amount equal to all Distributable Certificate Interest in respect of
     such Class of Certificates for such Distribution Date and, to the extent
     not previously paid, for all prior Distribution Dates;

          (41) if the Certificate Balances of the Class A-1 Certificates, Class
     A-2 Certificates, Class A-3 Certificates, Class A-AB Certificates, Class
     A-4 Certificates, Class A-1A Certificates, Class A-J Certificates, Class B
     Certificates, Class C Certificates, Class D Certificates, Class E
     Certificates, Class F Certificates, Class G Certificates, Class H
     Certificates, Class J Certificates, Class K Certificates, Class L
     Certificates, Class M Certificates and Class N Certificates have been
     reduced to zero, to pay principal to the holders of the Class O
     Certificates, up to an amount equal to the lesser of (a) the then
     outstanding Certificate Balance of such Class of Certificates and (b) the
     remaining portion of the Principal Distribution Amount for such
     Distribution Date;

          (42) to reimburse the holders of the Class O Certificates, up to an
     amount equal to all Realized Losses and Additional Trust Fund Expenses, if
     any, previously allocated to the Certificate Balance of such Class of
     Certificates and for which no reimbursement has previously been paid;

          (43) to pay interest to the holders of the Class P Certificates, up to
     an amount equal to all Distributable Certificate Interest in respect of
     such Class of Certificates for such Distribution Date and, to the extent
     not previously paid, for all prior Distribution Dates;

          (44) if the Certificate Balances of the Class A-1 Certificates, Class
     A-2 Certificates, Class A-3 Certificates, Class A-AB Certificates, Class
     A-4 Certificates, Class A-1A Certificates, Class A-J Certificates, Class B
     Certificates, Class C Certificates, Class D Certificates, Class E
     Certificates, Class F Certificates, Class G Certificates, Class H
     Certificates, Class J Certificates, Class K Certificates, Class L
     Certificates, Class M Certificates, Class N Certificates and Class O
     Certificates have been reduced to zero, to pay principal to the holders of
     the Class P Certificates, up to an amount equal to the lesser of (a) the
     then outstanding Certificate Balance of such Class of Certificates and (b)
     the remaining portion of the Principal Distribution Amount for such
     Distribution Date;

          (45) to reimburse the holders of the Class P Certificates, up to an
     amount equal to all Realized Losses and Additional Trust Fund Expenses, if
     any, previously allocated to the Certificate Balance of such Class of
     Certificates and for which no reimbursement has previously been paid; and


                                     S-153


          (46) to pay to the holders of the Class R-I Certificates and the Class
     R-II Certificates, the balance, if any, of the Available Distribution
     Amount in REMIC I and REMIC II, respectively, for such Distribution Date;

provided that, on the final Distribution Date in connection with a termination
of the Trust, the payments of principal to be made as contemplated by any of
clauses (2), (5), (8), (11), (14), (17), (20), (23), (26), (29), (32), (35),
(38), (41) and (44) above with respect to any Class of Sequential Pay
Certificates will be so made (subject to available funds) up to an amount equal
to the entire then outstanding Certificate Balance of such Class of
Certificates.

     Excess Liquidation Proceeds. Except to the extent Realized Losses or
Additional Trust Fund Expenses have been allocated to any class of
Certificates, Excess Liquidation Proceeds will not be available for
distribution from an account (the "Excess Liquidation Proceeds Reserve
Account") to the Holders of the Certificates. "Excess Liquidation Proceeds" are
the excess of (i) proceeds from the sale or liquidation of a mortgage loan or
REO Property, net of expenses, unpaid servicing compensation and related
Advances and interest on Advances, over (ii) the amount that would have been
received if payment had been made in full on the Due Date immediately following
the date upon which the proceeds were received.

     Distributable Certificate Interest. The "Distributable Certificate
Interest" in respect of each Class of REMIC II Certificates for each
Distribution Date is equal to the Accrued Certificate Interest in respect of
such Class of Certificates for such Distribution Date, reduced by such Class'
allocable share (calculated as described below) of any Net Aggregate Prepayment
Interest Shortfall for such Distribution Date.

     The "Accrued Certificate Interest" in respect of each Class of REMIC II
Certificates for each Distribution Date is equal to one calendar month's
interest at the Pass-Through Rate applicable to such Class of Certificates for
such Distribution Date accrued on the related Certificate Balance or Notional
Amount, as the case may be, 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 for each of the Classes of
Certificates.

     The Master Servicer will be required to make Compensating Interest
Payments in connection with Prepayment Interest Shortfalls as described in this
prospectus supplement. The "Net Aggregate Prepayment Interest Shortfall" for
any Distribution Date will be the amount, if any, by which (a) the aggregate of
all Prepayment Interest Shortfalls incurred during the related Collection
Period, exceeds (b) any such payment made by the Master Servicer with respect
to such Distribution Date to cover such Prepayment Interest Shortfalls. See
"Servicing of the Mortgage Loans--Servicing and Other Compensation and Payment
of Expenses" in this prospectus supplement. The Net Aggregate Prepayment
Interest Shortfall, if any, for each Distribution Date will be allocated on
such Distribution Date to all classes of Certificates (other than the REMIC
Residual Certificates). In each case, such allocations will be made pro rata to
such classes on the basis of Accrued Certificate Interest otherwise
distributable for each such Class for such Distribution Date and will reduce
the respective amounts of Accrued Certificate Interest for each such Class for
such Distribution Date.

     With respect to the CS Component Mortgage Loan, Prepayment Interest
Shortfalls will be allocated to the CS Subordinate Component and then to the CS
Senior Component. Compensating Interest Payments made by the Master Servicer to
cover Prepayment Interest Shortfalls with respect to the CS Component Mortgage
Loan for any Distribution Date will be used first, to cover the Prepayment
Interest Shortfalls incurred during the related Collection Period allocated to
the CS Senior Component, and then, to cover any Prepayment Interest Shortfalls
incurred during the related Collection Period allocated to the CS Subordinate
Component. Any such Prepayment Interest Shortfalls allocated to the CS
Subordinate Component, to the extent not covered by the Master Servicer on such
Distribution Date, will reduce the CS Subordinate Component's interest
entitlement for the related Distribution Date. Any such Prepayment Interest
Shortfalls allocated to the CS Senior Component, to the extent not covered by
the Master Servicer on such Distribution Date, will be allocated to the Classes
of Certificates as described above.


                                     S-154


     With respect to the RP Component Mortgage Loan, Prepayment Interest
Shortfalls will be allocated to the RP Subordinate Components in reverse
sequential order (and accordingly to the Class RP Certificates) and then to the
RP Senior Component. Compensating Interest Payments made by the Master Servicer
to cover Prepayment Interest Shortfalls with respect to the RP Component
Mortgage Loan for any Distribution Date will be used first, to the RP Senior
Component to cover the Prepayment Interest Shortfalls incurred during the
related Collection Period that were allocated to the RP Senior Component, and
then to the RP Subordinate Components sequentially to cover any Prepayment
Interest Shortfalls incurred during the related Collection Period that were
allocated to the RP Subordinate Components. Any such Prepayment Interest
Shortfalls allocated to the RP Subordinate Components, to the extent not
covered by the Master Servicer on such Distribution Date, will reduce such RP
Subordinate Component's respective interest entitlements for the related
Distribution Date. Any such Prepayment Interest Shortfalls allocated to the RP
Senior Component, to the extent not covered by the Master Servicer on such
Distribution Date, will be allocated to the Classes of Certificates as
described above.

     With respect to the Bank of America Center Whole Loan, Prepayment Interest
Shortfalls will be allocated to the Bank of America Center Note A-1 Junior
Portion prior to being allocated to the Bank of America Center Note A-1 Senior
Portion, the Bank of America Center Pari Passu Note A-2 and the Bank of America
Center Pari Passu Note A-3 (and accordingly to the REMIC II Certificates).
Prepayment Interest Shortfalls that remain after the foregoing allocation will
generally reduce distributions pro rata among the Bank of America Center Note
A-1 Senior Portion, the Bank of America Center Pari Passu Note A-2 and the Bank
of America Center Pari Passu Note A-3 (and accordingly to the REMIC II
Certificates). Any such Prepayment Interest Shortfalls allocated to the Bank of
America Center Pari Passu Note A-3, to the extent not covered by the Bank of
America Center Master Servicer will be allocated to the Classes of REMIC II
Certificates in the manner described in the definition of Net Aggregate
Prepayment Interest Shortfall in this prospectus supplement.

     Principal Distribution Amount. So long as both the Class A-4 and Class
A-1A Certificates remain outstanding, the Principal Distribution Amount for
each Distribution Date will be calculated on a Loan Group-by-Loan Group basis
(the "Group 1 Principal Distribution Amount" and "Group 2 Principal
Distribution Amount", respectively). On each Distribution Date after the
Certificate Balances of either the Class A-4 or Class A-1A Certificates have
been reduced to zero, a single Principal Distribution Amount will be calculated
in the aggregate for both Loan Groups. The "Principal Distribution Amount" for
any Distribution Date will, in general with respect to a Loan Group or the
Mortgage Pool, equal the aggregate of the following (excluding, (1) except with
respect to clause (f) below, any amounts received in respect of the CS
Component Mortgage Loan and (2) except with respect to clause (g) below, any
amounts received in respect of the RP Component Mortgage Loan):

          (a) the principal portions of all Monthly Payments (other than Balloon
     Payments) and any Assumed Monthly Payments due or deemed due, as the case
     may be, in respect of the Mortgage Loans in the Mortgage Pool or in such
     Loan Group, as applicable for their respective Due Dates occurring during
     the related Collection Period;

          (b) all voluntary principal prepayments received on the Mortgage Loans
     in the Mortgage Pool or in such Loan Group, as applicable during the
     related Collection Period;

          (c) with respect to any Balloon Loan in the Mortgage Pool or in such
     Loan Group, as applicable as to which the related stated maturity date
     occurred during or prior to the related Collection Period, any payment of
     principal (exclusive of any voluntary principal prepayment and any amount
     described in clause (d) below) made by or on behalf of the related borrower
     during the related Collection Period, net of any portion of such payment
     that represents a recovery of the principal portion of any Monthly Payment
     (other than a Balloon Payment) due, or the principal portion of any Assumed
     Monthly Payment deemed due, in respect of such Mortgage Loan on a Due Date
     during or prior to the related Collection Period and not previously
     recovered;


                                     S-155


          (d) all Liquidation Proceeds and Insurance and Condemnation Proceeds
     received on the Mortgage Loans in the Mortgage Pool or in such Loan Group,
     as applicable during the related Collection Period that were identified and
     applied by the Master Servicer as recoveries of principal thereof, in each
     case net of any portion of such amounts that represents a recovery of the
     principal portion of any Monthly Payment (other than a Balloon Payment)
     due, or the principal portion of any Assumed Monthly Payment deemed due, in
     respect of the related Mortgage Loan on a Due Date during or prior to the
     related Collection Period and not previously recovered;

          (e) the excess, if any, of (i) the Group 1 Principal Distribution
     Amount, the Group 2 Principal Distribution Amount and Principal
     Distribution Amount, as the case may be for the immediately preceding
     Distribution Date, over (ii) the aggregate distributions of principal made
     on the Sequential Pay Certificates in respect of such Group 1 Principal
     Distribution Amount, the Group 2 Principal Distribution Amount and the
     Principal Distribution Amount, as the case may be on such immediately
     preceding Distribution Date;

          (f) with respect to the CS Component Mortgage Loan, the CS Senior
     Component Principal Distribution Amount for such Distribution Date; and

          (g) with respect to the RP Component Mortgage Loan, the RP Senior
     Component Principal Distribution Amount for such Distribution Date;

provided that the Principal Distribution Amount for any Distribution Date shall
be reduced by the amount of any reimbursements of (i) Nonrecoverable Advances
plus interest on such Nonrecoverable Advances that are paid or reimbursed from
principal collections on the Mortgage Loans in a period during which such
principal collections would have otherwise been included in the Principal
Distribution Amount for such Distribution Date and (ii) Workout-Delayed
Reimbursement Amounts plus interest on such amounts that are paid or reimbursed
from principal collections on the Mortgage Loans in a period during which such
principal collections would have otherwise been included in the Principal
Distribition Amount for such Distribution Date; provided, further, that in the
case of clauses (i) and (ii) above, if any of the amounts that were reimbursed
from principal collections on the Mortgage Loans are subsequently recovered on
the related Mortgage Loan, such recovery will increase the Principal
Distribution Amount for the Distribution Date related to the period in which
such recovery occurs.

     For purposes of the foregoing, the Monthly Payment due on any Mortgage
Loan on any related Due Date will reflect any waiver, modification or amendment
of the terms of such Mortgage Loan, whether agreed to by the Master Servicer or
Special Servicer or resulting from a bankruptcy, insolvency or similar
proceeding involving the related borrower.

     Notwithstanding the foregoing, unless otherwise noted, where Principal
Distribution Amount is used in this prospectus supplement without specific
reference to any Loan Group, it refers to the Principal Distribution Amount
with respect to the entire Mortgage Pool.


Class A-AB Planned Principal Balance.

     The "Class A-AB Planned Principal Balance" for any Distribution Date is
the balance shown for such Distribution Date in the table set forth in Annex D
to this prospectus supplement.  Such balances were calculated using, among
other things, the Maturity Assumptions.  Based on such assumptions, the
Certificate Balance of the Class A-AB Certificates on each Distribution Date
would be reduced to the balance indicated for such Distribution Date on the
table.  There is no assurance, however, that the Mortgage Loans will perform in
conformity with the Maturity Assumptions.  Therefore, there can be no assurance
that the balance of the Class A-AB Certificates on any Distribution Date will
be equal to the balance that is specified for such Distribution Date in the
table. In particular, once the Certificate Balances of the Class A-1A
Certificates, Class A-1 Class A-2, and Class A-3 Certificates have been reduced
to zero, any remaining portion on any Distribution Date of the Group 2
Principal Distribution Amount and/or Group 1 Principal Distribution Amount, as
applicable, will be distributed on the Class A-AB Certificates until the
Certificate Balance of the Class A-AB Certificates is reduced to zero.


                                     S-156


     An "Assumed Monthly Payment" is an amount deemed due in respect of: (i)
any Mortgage Loan that is delinquent in respect of its Balloon Payment beyond
the first Determination Date that follows its stated maturity date and as to
which no arrangements have been agreed to for collection of the delinquent
amounts; or (ii) any Mortgage Loan as to which the related Mortgaged Property
has become an REO Property. The Assumed Monthly Payment deemed due on any such
Mortgage Loan delinquent as to its Balloon Payment, for its stated maturity
date and for each successive Due Date that it remains outstanding, will equal
the Monthly Payment that would have been due thereon 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, if any, in
effect immediately prior to maturity and had continued to accrue interest in
accordance with such loan's terms in effect immediately prior to maturity. The
Assumed Monthly Payment deemed due on any such Mortgage Loan as to which the
related Mortgaged Property has become an REO Property, for each Due Date that
such REO Property remains part of the Trust Fund, will equal the Monthly
Payment (or, in the case of a Mortgage Loan delinquent in respect of its
Balloon Payment as described in the prior sentence, the Assumed Monthly
Payment) due on the last Due Date prior to the acquisition of such REO
Property.


     Distributions of Prepayment Premiums. On each Distribution Date,
Prepayment Premiums collected on the Mortgage Loans included in Loan Group 1
during the related Prepayment Period will be distributed by the Trustee to the
following Classes: to the Class A-1, Class A-2, Class A-3, Class A-AB, Class
A-4, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G and Class
H Certificates, in an amount equal to the product of (a) a fraction, not
greater than 1, whose numerator is the amount distributed as principal to such
Class on such Distribution Date, and whose denominator is the total amount
distributed as principal to the Class A-1, Class A-2, Class A-3, Class A-AB,
Class A-4, 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 on such Distribution Date, (b) the Base Interest Fraction for the
related principal payment on such Class of Certificates, and (c) the amount of
Prepayment Premium collected on such principal prepayment during the related
Prepayment Period. Any Prepayment Premiums collected during the related
Prepayment Period remaining after such distributions will be distributed to the
holders of the Class XC Certificates.


     On each Distribution Date, Prepayment Premiums collected in respect of
Mortgage Loans included in Loan Group 2 during the related Prepayment Period
will be required to be distributed by the Trustee to the holders of the Class
A-1A Certificates in the following manner: Such holders will receive the
product of (a) a fraction whose numerator is the amount of principal
distributed to such Class on such Distribution Date and whose denominator is
the total amount of principal payments received in respect of such Distribution
Date for all mortgage loans included in Loan Group 2 on such Distribution Date,
(b) the Base Interest Fraction for the related principal prepayment and such
Class of Certificates and (c) the Prepayment Premiums collected on such
principal prepayment during the related Prepayment Period. Any Prepayment
Premiums collected during the related Prepayment Period remaining after such
distributions shall be distributed to the holders of the Class XC Certificates.
No Prepayment Premiums in respect of Mortgage Loans included in Loan Group 2
will be distributed to holders of any other Class of Certificates.


     The "Base Interest Fraction" with respect to any principal prepayment on
any Mortgage Loan and with respect to any class of Offered Certificates is a
fraction (a) whose numerator is the amount, if any, by which (i) the
Pass-Through Rate on such Class of Certificates exceeds (ii) the discount rate
used in accordance with the related Mortgage Loan documents in calculating the
Prepayment Premium with respect to such principal prepayment and (b) whose
denominator is the amount, if any, by which (i) the Mortgage Rate on such
Mortgage Loan exceeds (ii) the discount rate used in accordance with the
related Mortgage Loan documents in calculating the Prepayment Premium with
respect to such principal prepayment. However, under no circumstances shall the
Base Interest Fraction be greater than one. If such discount rate is greater
than or equal to the lesser of (x) the Mortgage Rate on such Mortgage Loan and
(y) the Pass-Through Rate described in the preceding sentence, then the Base
Interest Fraction will equal zero.


                                     S-157


     No Prepayment Premiums will be distributed to the holders of the Class J,
Class K, Class L, Class M, Class N, Class O or Class P Certificates. Instead,
after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class
A-AB, Class A-4, Class A-1A, Class A-J, Class B, Class C, Class D, Class E,
Class F, Class G and Class H Certificates have been reduced to zero, all
prepayment premiums and yield maintenance charges with respect to the Mortgage
Loans will be distributed to the holders of the Class XC Certificates.

     Prepayment Premiums will be distributed on any Distribution Date only to
the extent they are received in respect of the Mortgage Loans in the related
Prepayment Period.

     The Depositor makes no representation as to the enforceability of the
provision of any Mortgage Note requiring the payment of a Prepayment Premium or
of the collectibility of any Prepayment Premium. See "Description of the
Mortgage Pool--Certain Terms and Conditions of the Mortgage Loans--Prepayment
Provisions" and "Risk Factors--Risks Related to the Mortgage Loans-- Prepayment
Premiums" in this prospectus supplement.

     Treatment of REO Properties. Notwithstanding that any Mortgaged Property
may be acquired as part of the Trust Fund through foreclosure, deed in lieu of
foreclosure or otherwise, the related Mortgage Loan will be treated, for
purposes of, among other things, determining distributions on the Certificates,
allocations of Realized Losses and Additional Trust Fund Expenses to the
Certificates, and the amount of Master Servicing Fees, Special Servicing Fees
and Trustee Fees payable under the Pooling and Servicing Agreement, as having
remained outstanding until such REO Property is liquidated. Among other things,
such Mortgage Loan will be taken into account when determining the Principal
Distribution Amount for each Distribution Date. In connection therewith,
operating revenues and other proceeds derived from such REO Property (after
application thereof to pay certain costs and taxes, including certain
reimbursements payable to the Master Servicer, the Special Servicer and/or the
Trustee, incurred in connection with the operation and disposition of such REO
Property) 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 below (see "--P&I Advances"), the Master Servicer and
the Trustee will be required to make P&I Advances in respect of such Mortgage
Loan, in all cases as if such Mortgage Loan had remained outstanding.


SUBORDINATION; ALLOCATION OF LOSSES AND CERTAIN EXPENSES

     As and to the extent described herein, the rights of holders of the
Subordinate Certificates to receive distributions of amounts collected or
advanced on the Mortgage Loans will, in the case of each Class thereof, be
subordinated to the rights of holders of the Senior Certificates and, further,
to the rights of holders of each other Class of Subordinate Certificates, if
any, with an earlier alphabetical Class designation. This subordination
provided by the Subordinate Certificates and, to the extent described herein,
with respect to the related Mortgage Loans, the Class CS Certificates and the
Class RP Certificates is intended to enhance the likelihood of timely receipt
by holders of the respective Classes of Senior Certificates of the full amount
of Distributable Certificate Interest payable in respect of their Certificates
on each Distribution Date, and the ultimate receipt by holders of the Class A-1
Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-AB
Certificates, Class A-4 Certificates and Class A-1A Certificates of principal
equal to, in each such case, the entire related Certificate Balance. Similarly,
but to decreasing degrees, this subordination is also intended to enhance the
likelihood of timely receipt by holders of the other Classes of Offered
Certificates of the full amount of Distributable Certificate Interest payable
in respect of their Certificates on each Distribution Date, and the ultimate
receipt by holders of the other Classes of Offered Certificates of principal
equal to, in each such case, the entire related Certificate Balance. The
subordination of any Class of Subordinate Certificates will be accomplished by,
among other things, the application of the Available Distribution Amount on
each Distribution Date in the order of priority described under
"--Distributions--The Available Distribution Amount" above. No other form of
credit support will be available for the benefit of holders of the Offered
Certificates.

     The CS Subordinate Component, and thus the Class CS Certificates, will
represent an interest in, and will be payable only out of payments, advances
and other collections on, the CS Component


                                     S-158


Mortgage Loan. The rights of the holders of the Class CS Certificates to
receive distributions of amounts collected or advanced on the CS Component
Mortgage Loan will be subordinated, to the extent described in this prospectus
supplement, to the rights of the holders of the REMIC II Certificates. Each RP
Subordinate Component, and thus each related Class of Class RP Certificates,
will represent an interest in, and will be payable only out of payments,
advances and other collections on, the RP Component Mortgage Loan. The rights
of the holders of the Class RP Certificates to receive distributions of amounts
collected or advanced on the RP Component Mortgage Loan will be subordinated,
to the extent described in this prospectus supplement, to the rights of the
holders of the REMIC II Certificates.


     If, following the distributions to be made in respect of the Certificates
on any Distribution Date, the aggregate Stated Principal Balance of the
Mortgage Pool that will be outstanding immediately following such Distribution
Date is less than the then aggregate Certificate Balance of the Sequential Pay
Certificates, the Certificate Balances of the Class P, Class O, Class N, Class
M, Class L, Class K, Class J, Class H, Class G, Class F, Class E, Class D,
Class C, Class B and Class A-J Certificates will be reduced, sequentially in
that order, in the case of each such Class until such deficit (or the related
Certificate Balance) is reduced to zero (whichever occurs first) provided,
however, that (i) Realized Losses with respect to the CS Component Mortgage
Loan will first be allocated to the CS Subordinate Component, prior to being
allocated to any Class of Sequential Pay Certificates and (ii) Realized Losses
with respect to the RP Component Mortgage Loan will first be allocated in
reverse sequential order to the RP Subordinate Components, prior to being
allocated to any Class of Sequential Pay Certificates. If any portion of such
deficit remains at such time as the Certificate Balances of such Classes of
Certificates are reduced to zero, then the respective Certificate Balances of
the Class A-1 Certificates, Class A-2 Certificates Class A-3 Certificates,
Class  A-AB Certificates, Class A-4 Certificates and Class A-1A Certificates
will be reduced, pro rata in accordance with the relative sizes of the
remaining Certificate Balances of such Classes until such deficit (or each such
Certificate Balance) is reduced to zero. Any such deficit will, in general, be
the result of Realized Losses incurred in respect of the Mortgage Loans and/or
Additional Trust Fund Expenses to the extent paid from funds which would
otherwise have been used to make distributions of principal. Accordingly, the
foregoing reductions in the Certificate Balances of the respective Classes of
the Sequential Pay Certificates will constitute an allocation of any such
Realized Losses and Additional Trust Fund Expenses. Realized Losses and
Additional Trust Fund Expenses with respect to the CS Component Mortgage Loan
will first be allocated to the CS Subordinate Component (and thus, the Class CS
Certificates) prior to being allocated to the CS Senior Component (and thus,
the Sequential Pay Certificates). Realized Losses and Additional Trust Fund
Expenses with respect to the RP Component Mortgage Loan will first be allocated
in reverse sequential order to the RP Subordinate Components (and thus, to the
related Class of Class RP Certificates) prior to being allocated to the RP
Senior Component (and thus, the Sequential Pay Certificates). Realized Losses
and Additional Trust Fund Expenses with respect to the Bank of America Center
Whole Loan will be allocated pursuant to the terms of the Bank of America
Center Intercreditor Agreement first to reduce distributions on the Bank of
America Center Note A-1 Junior Portion and then to reduce distributions, pro
rata, on the Bank of America Center Note A-1 Senior Portion, the Bank of
America Center Pari Passu Note A-2 and the Bank of America Center Pari Passu
Note A-3 (and accordingly to the REMIC II Certificates).


     "Realized Losses" are losses on or in respect of the Mortgage Loans or CBA
Whole Loans arising from the inability of the Master Servicer and/or the
Special Servicer to collect all amounts due and owing under any such Mortgage
Loan, including by reason of the fraud or bankruptcy of a borrower or a
casualty of any nature at a Mortgaged Property, to the extent not covered by
insurance. The Realized Loss in respect of any Defaulted Mortgage Loan (or any
Mortgage Loan or any CBA Whole Loan as to which the related Mortgaged Property
has become an REO Property (an "REO Loan")) as to which a final recovery
determination has been made is an amount generally equal to (i) the unpaid
principal balance of such Mortgage Loan or such CBA Whole Loan (or REO Loan) as
of the Due Date related to the Collection Period in which the final recovery
determination was made, plus (ii) all accrued but unpaid interest on such
Mortgage Loan (or REO Loan) at the


                                     S-159


related Mortgage Rate to but not including the Due Date related to the
Collection Period in which the final recovery determination was made, plus
(iii) any related unreimbursed Servicing Advances as of the commencement of the
Collection Period in which the final recovery determination was made, together
with any new related Servicing Advances made during such Collection Period,
minus (iv) all payments and proceeds, if any, received in respect of such
Collection Period related to such Mortgage Loan or such CBA Whole Loan (or REO
Loan) during the Collection Period in which such final recovery determination
was made (net of any related Liquidation Expenses paid therefrom). If any
portion of the debt due under a Mortgage Loan or a CBA Whole Loan is forgiven,
whether in connection with a modification, waiver or amendment granted or
agreed to by the Master Servicer or the Special Servicer or in connection with
the bankruptcy or similar proceeding involving the related borrower, the amount
so forgiven also will be treated as a Realized Loss.

     "Additional Trust Fund Expenses" include, among other things, (i) all
Special Servicing Fees, Workout Fees and Liquidation Fees paid to the Special
Servicer, (ii) any interest paid to the Master Servicer, the Special Servicer
and/or the Trustee in respect of unreimbursed Advances, (iii) the cost of
various opinions of counsel required or permitted to be obtained in connection
with the servicing of the Mortgage Loans and the administration of the Trust
Fund, (iv) property inspection costs incurred by the Special Servicer for
Specially Serviced Mortgage Loans to the extent paid out of general
collections, (v) certain unanticipated, non-Mortgage Loan specific expenses of
the Trust, including certain reimbursements and indemnifications to the Trustee
as described under "The Trustee--Indemnification" and under "The Pooling and
Servicing Agreements--Certain Matters Regarding the Trustee" in the
accompanying prospectus, certain reimbursements to the Master Servicer, the
Special Servicer, the REMIC Administrator and the Depositor as described under
"The Pooling and Servicing Agreements--Certain Matters Regarding the Master
Servicer, the Special Servicer, the REMIC Administrator and the Depositor" in
the accompanying prospectus and certain federal, state and local taxes, and
certain tax-related expenses, payable out of the Trust Fund as described under
"Certain Federal Income Tax Consequences--Possible Taxes on Income From
Foreclosure Property and Other Taxes" herein and "Certain Federal Income Tax
Consequences-- REMICs--Prohibited Transactions Tax and Other Taxes" in the
accompanying prospectus, (vi) if not advanced by the Master Servicer, any
amounts expended on behalf of the Trust to remediate an adverse environmental
condition at any Mortgaged Property securing a Defaulted Mortgage Loan (see
"The Pooling and Servicing Agreements--Realization Upon Defaulted Mortgage
Loans" in the accompanying prospectus), and (vii) any other expense of the
Trust Fund not specifically included in the calculation of "Realized Loss" for
which there is no corresponding collection from a borrower. Additional Trust
Fund Expenses will reduce amounts payable to Certificateholders and,
consequently, may result in a loss on the Offered Certificates.


INTEREST RESERVE ACCOUNT

     The Master Servicer will be required to establish and maintain an
"Interest Reserve Account" (which may be a sub-account of the Certificate
Account) in the name of the Trustee for the benefit of the holders of the
Certificates. On each Master Servicer Remittance Date occurring in February and
in January of any year which is not a leap year, an amount will be required to
be withdrawn from the Certificate Account, in respect of each Mortgage Loan,
other than the Subordinate Components of the CS Component Mortgage Loan and the
RP Component Mortgage Loan, that accrues interest on an Actual/360 Basis, for
deposit into the Interest Reserve Account, equal to one day's interest at the
related Net Mortgage Rate on the respective Stated Principal Balance, as of the
Due Date in the month preceding the month in which such Master Servicer
Remittance Date occurs, of each such Mortgage Loan, to the extent a Monthly
Payment or P&I Advance is made in respect thereof (all amounts so withdrawn in
any consecutive January (if applicable) and February, the "Withheld Amount").
The "Master Servicer Remittance Date" for any month is the business day
preceding each Distribution Date. On each Master Servicer Remittance Date
occurring in March, the Master Servicer will be required to withdraw from the
Interest Reserve Account an amount equal to the Withheld Amounts from the
preceding January (if applicable) and February, if any, and deposit such amount
into the Certificate Account. The Master Servicer may invest amounts on deposit
in the Interest Reserve Account in Permitted Investments for its own account.


                                     S-160



P&I ADVANCES

     With respect to each Distribution Date, the Master Servicer (except with
respect to the Bank of America Center Pari Passu Note A-3 Mortgage Loan, for
which P&I Advances will be made by the Bank of America Center Master Servicer
pursuant to the Bank of America Center Pooling and Servicing Agreement) will be
obligated, subject to the recoverability determination described below, to make
advances (each, a "P&I Advance") out of its own funds or, subject to the
replacement thereof as and to the extent provided in the Pooling and Servicing
Agreement, funds held in the Certificate Account (or, with respect to a CBA
Whole Loan, the separate custodial account created with respect thereto) that
are not required to be part of the Available Distribution Amount for such
Distribution Date, in an amount generally equal to the aggregate of all Monthly
Payments (other than Balloon Payments) and any Assumed Monthly Payments, in
each case net of related Master Servicing Fees that were due or deemed due, as
the case may be, in respect of the Mortgage Loans during the related Collection
Period and that were not paid by or on behalf of the related borrowers or
otherwise collected as of the close of business on the business day prior to
the Master Servicer Remittance Date. The Master Servicer's obligations to make
P&I Advances in respect of any Mortgage Loan will continue through liquidation
of such Mortgage Loan or disposition of any REO Property acquired in respect
thereof. Notwithstanding the foregoing, if it is determined that an Appraisal
Reduction Amount (as defined below) exists with respect to any Required
Appraisal Loan (as defined below), then, with respect to the Distribution Date
immediately following the date of such determination and with respect to each
subsequent Distribution Date for so long as such Appraisal Reduction Amount
exists, in the event of subsequent delinquencies on such Mortgage Loan, the
interest portion of the P&I Advance required to be made in respect of such
Mortgage Loan will be reduced (no reduction to be made in the principal
portion, however) to an amount equal to the product of (i) the amount of the
interest portion of such P&I Advance that would otherwise be required to be
made for such Distribution Date without regard to this sentence, multiplied by
(ii) a fraction (expressed as a percentage), the numerator of which is equal to
the Stated Principal Balance of such Mortgage Loan, net of such Appraisal
Reduction Amount, and the denominator of which is equal to the Stated Principal
Balance of such Mortgage Loan. For purposes of determining its advance
obligations in this regard, including calculation of any Appraisal Reduction
Amount, the Master Servicer will treat each CBA Whole Loan as a single mortgage
loan. Neither the Master Servicer nor the Trustee will be required to make a
P&I Advance with respect to a CBA B Note. See "Description of the
Certificates--Appraisal Reductions" in this prospectus supplement. Subject to
the recoverability determination described below, if the Master Servicer (or,
with respect to the Bank of America Center Pari Passu Note A-3 Mortgage Loan,
the Bank of America Center Master Servicer) fails to make a required P&I
Advance, the Trustee will be required to make such P&I Advance. See "The
Trustee--The Trustee" in this prospectus supplement.


     The Master Servicer and the Trustee will each be entitled to recover any
P&I Advance made out of its own funds from any Related Proceeds (or, in the
case of P&I Advances on the Bank of America Center Pari Passu Note A-3 Mortgage
Loan, the Bank of America Center Master Servicer may similarly recover such
Advances from any related proceeds in accordance with the Bank of America
Center Pooling and Servicing Agreement) (or, with respect to a CBA B Note, from
the custodial account maintained with respect thereto). Notwithstanding the
foregoing, neither the Master Servicer nor the Trustee will be obligated to
make any P&I Advance that it (or the Special Servicer) determines in its
reasonable good faith judgment would, if made, not be recoverable out of
Related Proceeds (a "Nonrecoverable P&I Advance"; and, together with a
Nonrecoverable Servicing Advance, "Nonrecoverable Advances"). The Trustee will
be entitled to rely on any non-recoverability determination made by the Master
Servicer (or, with respect to the Bank of America Center Pari Passu Note A-3
Mortgage Loan, the Bank of America Center Master Servicer) and the Trustee and
Master Servicer will be entitled to rely on the determination made by the
Special Servicer and shall be bound by such determination that such P&I Advance
will be nonrecoverable. Neither the Master Servicer nor the Trustee will make a
P&I Advance on a Prepayment Premium. The Master Servicer, the Special Servicer
and Trustee, as applicable, will be entitled to recover any Advance that at any
time is determined to be a Nonrecoverable Advance


                                     S-161


(and interest thereon) out of funds received on or in respect of other Mortgage
Loans. Upon the determination that a previously made Advance is a
Nonrecoverable Advance, instead of obtaining reimbursement out of general
collections immediately, the Master Servicer, the Special Servicer or the
Trustee, as applicable, may, in its sole discretion, elect to obtain
reimbursement for such Nonrecoverable Advance over time and the unreimbursed
portion of such Advance will accrue interest at the Reimbursement Rate. If such
an election to obtain reimbursement over time is made, the Master Servicer, the
Special Servicer or Trustee, as applicable, will, during the first six months
after such nonrecoverability determination was made, only seek reimbursement
for such Nonrecoverable Advance from collections of principal (with such
Nonrecoverable Advances being reimbursed before Workout-Delayed Reimbursement
Amounts (as defined below)). After such initial six months, the Master
Servicer, the Special Servicer or Trustee, as applicable, may continue to seek
reimbursement for such Nonrecoverable Advance solely from collections of
principal or may seek reimbursement for such Nonrecoverable Advance from
general collections, in each case for a period of time not to exceed an
additional six months (with such Nonrecoverable Advances being reimbursed
before Workout-Delayed Reimbursement Amounts). In the event that the Master
Servicer, the Special Servicer or Trustee, as applicable, wishes to seek
reimbursement over time after the second six-month period discussed in the
preceding sentence, then the Master Servicer, the Special Servicer or Trustee,
as applicable, may continue to seek reimbursement for such Nonrecoverable
Advance solely from collections of principal or may seek reimbursement for such
Nonrecoverable Advance from general collections, in either case for such a
longer period of time as agreed to by the Master Servicer, the Special Servicer
or the Trustee, as applicable, and the Directing Certificateholder, each in its
sole discretion (with such Nonrecoverable Advances being reimbursed before
Workout-Delayed Reimbursement Amounts). Notwithstanding the foregoing, at any
time after such a determination to obtain reimbursement over time, the Master
Servicer, the Special Servicer or the Trustee, as applicable, may, in its sole
discretion, decide to obtain reimbursement immediately. The fact that a
decision to recover such Nonrecoverable Advances over time, or not to do so,
benefits some Classes of Certificateholders to the detriment of other Classes
shall not, with respect to the Master Servicer or the Special Servicer,
constitute a violation of the Servicing Standard and/or with respect to the
Trustee, constitute a violation of any fiduciary duty to Certificateholders or
contractual duty under the Pooling and Servicing Agreement. The Master
Servicer, the Special Servicer or the Trustee, as applicable, will give each
Rating Agency three weeks prior notice of its intent to obtain reimbursement of
Nonrecoverable Advances from general collections as described above unless (1)
the Master Servicer or Special Servicer (or Trustee, if applicable) determines
in its sole discretion that waiting three weeks after such a notice could
jeopardize the Master Servicer's or the Special Servicer's (or Trustee's, if
applicable) ability to recover Nonrecoverable Advances, (2) changed
circumstances or new or different information becomes known to the Master
Servicer or Special Servicer (or Trustee, if applicable) that could affect or
cause a determination of whether any Advance is a Nonrecoverable Advance,
whether to defer reimbursement of a Nonrecoverable Advance or the determination
in clause (1) above, or (3) the Master Servicer or Special Servicer has not
timely received from the Trustee information requested by the Master Servicer
or Special Servicer to consider in determining whether to defer reimbursement
of a Nonrecoverable Advance; provided that, if clause (1), (2) or (3) apply,
the Master Servicer or the Special Servicer (or Trustee, if applicable) shall
give each Rating Agency notice of an anticipated reimbursement to it of
Nonrecoverable Advances from amounts in the Certificate Account allocable to
interest on the Mortgage Loans as soon as reasonably practicable in such
circumstances. The Master Servicer or the Special Servicer (or Trustee, if
applicable) shall have no liability for any loss, liability or expense
resulting from any notice provided to each Rating Agency contemplated by the
immediately preceding sentence.

     If the Master Servicer, the Special Servicer or the Trustee, as
applicable, is reimbursed out of general collections for any unreimbursed
Advances that are determined to be Nonrecoverable Advances (together with any
interest accrued and payable thereon), then (for purposes of calculating
distributions on the Certificates) such reimbursement and payment of interest
shall be deemed to have been made: first, out of the Principal Distribution
Amount, which, but for its application to reimburse a Nonrecoverable Advance
and/or to pay interest thereon, would be


                                     S-162


included in the Available Distribution Amount for any subsequent Distribution
Date, and second, out of other amounts which, but for their application to
reimburse a Nonrecoverable Advance and/or to pay interest thereon, would be
included in the Available Distribution Amount for any subsequent Distribution
Date.

     If and to the extent that any payment is deemed to be applied as
contemplated in the paragraph above to reimburse a Nonrecoverable Advance or to
pay interest thereon, then the Principal Distribution Amount for such
Distribution Date shall be reduced, to not less than zero, by the amount of
such reimbursement. If and to the extent (i) any Advance is determined to be a
Nonrecoverable Advance, (ii) such Advance and/or interest thereon is reimbursed
out of the Principal Distribution Amount as contemplated above and (iii) the
particular item for which such Advance was originally made is subsequently
collected out of payments or other collections in respect of the related
Mortgage Loan, then the Principal Distribution Amount for the Distribution date
that corresponds to the Due Period in which such item was recovered shall be
increased by an amount equal to the lesser of (A) the amount of such item and
(B) any previous reduction in the Principal Distribution Amount for a prior
Distribution Date as contemplated in the paragraph above resulting from the
reimbursement of the subject Advance and/or the payment of interest thereon.

     If one or more unreimbursed Workout-Delayed Reimbursement Amounts (as
defined below) exist, then such Workout-Delayed Reimbursement Amounts will be
reimbursable only from amounts in the Certificate Account that represent
collections of principal on the Mortgage Loans; provided, however, that on any
Distribution Date when (1) less than 10% of the initial aggregate Stated
Principal Balance of the Mortgage Pool is outstanding and (2) the sum of the
aggregate unpaid Nonrecoverable Advances plus the aggregate unpaid
Workout-Delayed Reimbursement Amounts, which have not been reimbursed to the
Master Servicer, Special Servicer or Trustee, as applicable, exceeds 20% of the
aggregate Stated Principal Balance of the Mortgage Pool then outstanding, then
the Master Servicer, the Special Servicer or the Trustee, as applicable, may
obtain reimbursement of any outstanding Workout-Delayed Reimbursement Amount
from principal collections or any other amounts in the Certificate Account,
including but not limited to interest collected on the Mortgage Loans, if
principal is not sufficient to pay such amounts; provided, further, however,
that the foregoing shall not in any manner limit the right of the Master
Servicer, Special Servicer or Trustee, as applicable, to choose voluntarily to
seek reimbursement of Workout-Delayed Reimbursement Amounts solely from
collections of principal. The Master Servicer, Special Servicer or Trustee, as
applicable, will give each Rating Agency three weeks prior notice of its intent
to obtain reimbursement of Workout-Delayed Reimbursement Amounts from interest
collections as described in the preceding sentence. As used in the second
preceding sentence, "Workout-Delayed Reimbursement Amount" means, with respect
to any mortgage loan, the amount of any Advance made with respect to such
mortgage loan on or before the date such mortgage loan becomes (or, but for the
making of 3 monthly payments under its modified terms, would then constitute) a
Corrected Mortgage Loan, together with (to the extent accrued and unpaid)
interest on such Advances, to the extent that (i) such Advance is not
reimbursed to the person who made such Advance on or before the date, if any,
on which such mortgage loan becomes a Corrected Mortgage Loan and (ii) the
amount of such Advance becomes an obligation of the related borrower to pay
such amount under the terms of the modified loan documents. That any amount
constitutes all or a portion of any Workout-Delayed Reimbursement Amount will
not in any manner limit the right of any person hereunder to determine that
such amount instead constitutes a Nonrecoverable Advance recoverable in the
same manner as any other Nonrecoverable Advance. See "Description of the
Certificates-- Advances in Respect of Delinquencies" and "The Pooling and
Servicing Agreements--Certificate Account" in the accompanying prospectus.

     The Master Servicer and the Trustee will each be entitled with respect to
any Advance made thereby, and the Special Servicer will be entitled with
respect to any Servicing Advance made thereby, to interest accrued on the
amount of such Advance for so long as it is outstanding at a rate per annum
(the "Reimbursement Rate") equal to the "prime rate" as published in the "Money
Rates" section of The Wall Street Journal, as such "prime rate" may change from
time to time except that no interest will be payable with respect to any P&I
Advance of a payment due on a Mortgage


                                     S-163


Loan during the applicable grace period. The interest referred to in the
immediately preceding sentence is referred to in this prospectus supplement as
"Advance Interest". Such interest on any Advance will be payable to the Master
Servicer, the Special Servicer or the Trustee, as the case may be, first, out
of Default Charges collected on the related Mortgage Loan and, second, at any
time coinciding with or following the reimbursement of such Advance, out of any
amounts then on deposit in the Certificate Account. To the extent not offset by
Default Charges accrued and actually collected on the related Mortgage Loan as
described above, interest accrued on outstanding Advances will result in a
reduction in amounts payable on the Certificates.


APPRAISAL REDUCTIONS

     Promptly following the occurrence of any of the following events (1) any
Mortgage Loan or any CBA Whole Loan (except with respect to the Bank of America
Center Pari Passu Note A-3 Mortgage Loan which is governed by the Bank of
America Center Pooling and Servicing Agreement) becoming a Modified Mortgage
Loan; (2) any Monthly Payment with respect to any Mortgage Loan or any CBA
Whole Loan remains unpaid for 60 days past the Due Date for such payment except
that, solely in the case of a delinquent Balloon Payment and if (x) the related
borrower is actively seeking a refinancing commitment, (y) the related borrower
continues to make payments in the amount of its Monthly Payment, and (z) the
Directing Certificateholder consents, failure to pay such Balloon Payment
during such 60-day period shall not constitute an Appraisal Trigger Event if
the related borrower has delivered to the Master Servicer, on or before the
60th day after the Due Date of such Balloon Payment, a refinancing commitment
reasonably acceptable to the Master Servicer, for such longer period, not to
exceed 120 days beyond such Due Date, during which the refinancing would occur;
(3) the passage of 60 days after the Special Servicer receives notice that the
mortgagor under such Mortgage Loan becomes the subject of bankruptcy,
insolvency or similar proceedings, which remain undischarged and undismissed;
(4) the passage of 60 days after the Special Servicer receives notice that a
receiver or similar official is appointed with respect to the related Mortgaged
Property; (5) the related Mortgaged Property becoming an REO Property; or (6)
if a Mortgage Loan or a CBA Whole Loan has been extended three times upon the
60th day after the third extension (an "Appraisal Trigger Event") with respect
to any Mortgage Loan or any CBA Whole Loan (each such loan, a "Required
Appraisal Loan"), the Special Servicer will be required to obtain (or, if such
Mortgage Loan or such CBA Whole Loan has a Stated Principal Balance of
$2,000,000 or less, at its discretion, conduct) an appraisal of the related
Mortgaged Property from an independent MAI-designated appraiser, unless such an
appraisal had previously been obtained (or if applicable, conducted) within the
prior twelve months and there has been no subsequent material change in the
circumstances surrounding the related Mortgaged Property that, in the Special
Servicer's judgment, would materially affect the value of the Mortgaged
Property, and shall deliver a copy of such appraisal to the Trustee, the Master
Servicer and the Directing Certificateholder, the CS Controlling Holder (only
if the CS Component Mortgage Loan has become a Required Appraisal Loan) and the
RP Controlling Holder (only if the RP Component Mortgage Loan has become a
Required Appraisal Loan). If such appraisal is obtained from a qualified
appraiser, the cost of such appraisal will be covered by, and reimbursable as a
Servicing Advance. As a result of any such appraisal, it may be determined that
an Appraisal Reduction Amount exists with respect to the related Required
Appraisal Loan. The "Appraisal Reduction Amount" for any Required Appraisal
Loan will, in general, be an amount (calculated as of the Determination Date
immediately following the later of the date on which the most recent relevant
appraisal was obtained by the Special Servicer pursuant to the Pooling and
Servicing Agreement and the date of the most recent Appraisal Trigger Event
with respect to such Required Appraisal Loan) equal to the excess, if any, of:

          (1) the sum of (a) the Stated Principal Balance of such Required
     Appraisal Loan as of such Determination Date, (b) to the extent not
     previously advanced by or on behalf of the Master Servicer, or the Trustee,
     all unpaid interest (net of Default Interest) accrued on such Required
     Appraisal Loan through the most recent Due Date prior to such Determination
     Date, (c) all unpaid Master Servicing Fees, Special Servicing Fees, Trustee
     Fees and Additional Trust Fund Expenses accrued with respect to such
     Required Appraisal Loan, (d) all related unreimbursed Advances made by or
     on behalf of the Master Servicer, the Special Servicer or, the Trustee with



                                     S-164


     respect to such Required Appraisal Loan and reimbursable out of the Trust
     Fund, together with all unpaid Advance Interest accrued on such Advances,
     and (e) all currently due but unpaid real estate taxes and assessments,
     insurance premiums and, if applicable, ground rents in respect of the
     related Mortgaged Property or REO Property, as applicable, for which
     neither the Master Servicer nor the Special Servicer holds any escrow
     payments or Reserve Funds; over

          (2) the sum of (x) the excess, if any, of (i) 90% of the Appraisal
     Value of the related Mortgaged Property or REO Property (subject to such
     downward adjustments as the applicable Special Servicer may deem
     appropriate (without implying any obligation to do so) based upon its
     review of the related appraisal and such other information as such Special
     Servicer deems appropriate), as applicable, as determined by the most
     recent relevant appraisal acceptable for purposes of the Pooling and
     Servicing Agreement, over (ii) the amount of any obligation(s) secured by
     any liens on such Mortgaged Property or REO Property, as applicable, that
     are prior to the lien of such Required Appraisal Loan, and (y) any escrow
     payments reserve funds and/or letters of credit held by the Master Servicer
     or the Special Servicer with respect to such Required Appraisal Loan, the
     related Mortgaged Property or any related REO Property (exclusive of any
     such items that are to be applied to real estate taxes, assessments,
     insurance premiums and/or ground rents or that were taken into account in
     determining the Appraised Value of the related Mortgaged Property or REO
     Property, as applicable, referred to in clause (2)(x)(i) above).

     If the Special Servicer has not obtained a new appraisal (or performed an
internal valuation, if applicable) within the time limit described above, the
Appraisal Reduction Amount for the related Mortgage Loan will equal 25% of the
principal balance of such Mortgage Loan, to be adjusted upon receipt of the new
appraisal (or internal valuation, if applicable).

     For so long as any Mortgage Loan or any CBA Whole Loan or REO Loan remains
a Required Appraisal Loan, the Special Servicer is required, within 30 days of
each anniversary of such Mortgage Loan having become a Required Appraisal Loan,
to obtain (or, if such Required Appraisal Loan has a Stated Principal Balance
of $2,000,000 or less, at its discretion, conduct) an update of the prior
appraisal, and shall deliver a copy of such update to the Trustee, the Master
Servicer, the Directing Certificateholder, the CS Controlling Holder (only if
such Required Appraisal Loan is the CS Component Mortgage Loan) and the RP
Controlling Holder (only if such Required Appraisal Loan is the RP Component
Mortgage Loan). If such update is obtained from a qualified appraiser, the cost
thereof shall be covered by, and be reimbursed as, a Servicing Advance.
Promptly following the receipt of, and based upon, such update, the Special
Servicer shall redetermine and report to the Trustee, the Master Servicer, the
Directing Certificateholder and the CS Controlling Holder and RP Controlling
Holder, if applicable, the then applicable Appraisal Reduction Amount, if any,
with respect to the subject Required Appraisal Loan.

     The Directing Certificateholder with respect to the Mortgage Loans, other
than the CS Component Mortgage Loan during which period no CS Control Appraisal
Period exists and the RP Component Mortgage Loan during which period no RP
Control Appraisal Period exists, will have the right at any time to require
that the Special Servicer obtain a new appraisal of the subject Mortgaged
Property in accordance with MAI standards, at the expense of the Controlling
Class Certificateholder. Upon receipt of such appraisal the Special Servicer
will deliver a copy thereof to the Trustee, the Master Servicer, the Directing
Certificateholder. Promptly following the receipt of, and based upon, such
appraisal, the Special Servicer will redetermine and report to the Trustee, the
Master Servicer, the Directing Certificateholder the then applicable Appraisal
Reduction Amount, if any, with respect to the subject Required Appraisal Loan.

     Each of the CS Controlling Holder and the RP Controlling Holder, as
applicable, will have the right, at its expense at any time within six months
of the date of the receipt of any appraisal to require that the Special
Servicer obtain a new appraisal of the subject Mortgaged Property in accordance
with MAI standards. Upon receipt of such appraisal the Special Servicer shall
deliver a copy thereof to the Trustee, the Master Servicer, the Directing
Certificateholder, the CS Controlling Holder and the RP Controlling Holder, as
applicable. Promptly following the receipt of, and based


                                     S-165


upon, such appraisal, the Special Servicer shall redetermine and report to the
Trustee, the Master Servicer, the Directing Certificateholder, the CS
Controlling Holder and the RP Controlling Holder, as applicable, the then
applicable Appraisal Reduction Amount, if any, with respect to the subject
Required Appraisal Loan.

     Each CBA Whole Loan will be treated as a single mortgage loan for purposes
of calculating an Appraisal Reduction Amount with respect to the mortgage loans
that comprise such CBA Whole Loan. Any Appraisal Reduction Amount in respect of
a CBA Whole Loan that exceeds the aggregate balance of the related CBA B Note
will be allocated to the related CBA Mortgage Loan.

     A "Modified Mortgage Loan" is any Mortgage Loan or the CBA Whole Loan as
to which any Servicing Transfer Event has occurred and which has been modified
by the Special Servicer in a manner that: (A) affects the amount or timing of
any payment of principal or interest due thereon (other than, or in addition
to, bringing current Monthly Payments with respect to such Mortgage Loan); (B)
except as expressly contemplated by the related Mortgage, results in a release
of the lien of the Mortgage on any material portion of the related Mortgaged
Property without a corresponding principal prepayment in an amount not less
than the fair market value (as is) of the property to be released; or (C) in
the reasonable judgment of the Special Servicer, otherwise materially impairs
the security for such Mortgage Loan or reduces the likelihood of timely payment
of amounts due thereon.

REPORTS TO CERTIFICATEHOLDERS; CERTAIN AVAILABLE INFORMATION

     Trustee Reports. Based on information provided in monthly reports prepared
by the Master Servicer and the Special Servicer and delivered to the Trustee,
on each Distribution Date the Trustee will be required to deliver or make
available electronically to each Certificateholder and Certificate Owner (so
long as such Certificate Owner provides the Trustee with or submits
electronically to the Trustee with a certification in the form set forth in the
Pooling and Servicing Agreement which discloses such Certificate Owner's status
as a holder), the following statements and reports (collectively, the
"Distribution Date Statement") based upon the information provided by the
Master Servicer in accordance with Commercial Mortgage Securities Association
guidelines setting forth, among other things:

          (1) A statement setting forth, among other things: (i) the amount of
     distributions, if any, made on such Distribution Date to the holders of
     each Class of REMIC II Certificates and applied to reduce the respective
     Certificate Balances thereof; (ii) the amount of distributions, if any,
     made on such Distribution Date to the holders of each Class of REMIC II
     Certificates allocable to Distributable Certificate Interest and Prepayment
     Premiums; (iii) the Available Distribution Amount for such Distribution
     Date; (iv) the aggregate amount of P&I Advances made in respect of the
     immediately preceding Determination Date, the aggregate amount of P&I
     Advances made as of the Master Servicer Remittance Date ("Payment After
     Determination Date Report"), the aggregate amount of P&I Advances and other
     Servicing Advances made in respect of the immediately preceding
     Distribution Date; (v) the aggregate Stated Principal Balance of the
     Mortgage Pool (less the Subordinate Balances of the CS Subordinate
     Component and the RP Subordinate Components) outstanding immediately before
     and immediately after such Distribution Date; (vi) the number, aggregate
     principal balance, weighted average remaining term to maturity and weighted
     average Mortgage Rate of the Mortgage Pool as of the end of the Collection
     Period for the prior Determination Date; (vii) as of the end of the
     Collection Period for the immediately preceding Distribution Date, the
     number and aggregate ending scheduled principal balance of Mortgage Loans
     (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent 90
     days or more, (D) as to which foreclosure proceedings have been commenced
     (except with respect to REO Properties) and (E) any bankruptcy by a
     borrower; (viii) with respect to any REO Property included in the Trust
     Fund as of the end of the Collection Period for such Distribution Date, the
     principal balance of the Mortgage Loan as of the date such Mortgage Loan
     became delinquent; (ix) the Accrued Certificate Interest and Distributable
     Certificate Interest in respect of each Class of REMIC II Certificates for
     such Distribution Date; (x) the aggregate amount of Distributable
     Certificate Interest payable in


                                     S-166


     respect of each Class of REMIC II Certificates on such Distribution Date,
     including, without limitation, any Distributable Certificate Interest
     remaining unpaid from prior Distribution Dates; (xi) any unpaid
     Distributable Certificate Interest in respect of such Class of REMIC II
     Certificates after giving effect to the distributions made on such
     Distribution Date; (xii) the Pass-Through Rate for each Class of REMIC II
     Certificates for such Distribution Date; (xiii) the Principal Distribution
     Amount for such Distribution Date, separately identifying the respective
     components of such amount; (xiv) the aggregate of all Realized Losses
     incurred during the related Collection Period and all Additional Trust Fund
     Expenses incurred during the related Collection Period; (xv) the
     Certificate Balance or Notional Amount, as the case may be, of each Class
     of REMIC II Certificates outstanding immediately before and immediately
     after such Distribution Date, separately identifying any reduction therein
     due to the allocation of Realized Losses and Additional Trust Fund Expenses
     on such Distribution Date; (xvi) the aggregate amount of servicing fees
     paid to the Master Servicer and the Special Servicer, collectively and
     separately, during the Collection Period for the prior Distribution Date;
     (xvii) a brief description of any material waiver, modification or
     amendment of any Mortgage Loan entered into by the Master Servicer or
     Special Servicer pursuant to the Pooling and Servicing Agreement during the
     related Collection Period; (xviii) current and cumulative outstanding
     Advances; (xix) current prepayments and curtailments; (xx) the number and
     aggregate principal balance of Mortgage Loans as to which foreclosure
     proceedings have been commenced as to the related Mortgaged Property; (xxi)
     the amounts held in the Excess Liquidation Proceeds Reserve Account; (xxii)
     the amounts, if any, distributed with respect to the Class CS Certificates
     and the Class RP Certificates on such Distribution Date; and (xxiii) the
     ratings from all Rating Agencies for all Classes of Certificates. In the
     case of information furnished pursuant to clauses (i) and (ii) above, the
     amounts shall be expressed as a dollar amount in the aggregate for all
     Certificates of each applicable Class and per a specified denomination.

          (2) A report containing information regarding the Mortgage Loans as of
     the close of business on the immediately preceding Determination Date,
     which report shall contain certain of the categories of information
     regarding the Mortgage Loans set forth in this prospectus supplement in the
     tables under the caption "Annex A: Certain Characteristics of the Mortgage
     Loans" (calculated, where applicable, on the basis of the most recent
     relevant information provided by the borrowers to the Master Servicer or
     the Special Servicer and by the Master Servicer or the Special Servicer, as
     the case may be, to the Trustee) and such information shall be presented in
     a loan-by-loan and tabular format substantially similar to the formats
     utilized in this prospectus supplement in Annex A (provided that no
     information will be provided as to any repair and replacement or other cash
     reserve and the only financial information to be reported on an ongoing
     basis will be actual expenses, occupancy, actual revenues and actual net
     operating income for the respective Mortgaged Properties and a debt service
     coverage ratio calculated on the basis thereof).

     Servicer Reports. The Master Servicer is required to deliver to the
Trustee on the second business day following each Determination Date, and the
Trustee is to provide or make available on each Distribution Date, either in
electronic format or by first-class mail (if requested in writing) to each
Certificateholder, and any potential investor in the Certificates who certifies
their identity as such, on each Distribution Date, a CMSA loan setup file, a
CMSA loan periodic update file, a CMSA property file, and a CMSA financial file
(in electronic format and substance provided by the Master Servicer and/or the
Special Servicer) setting forth certain information with respect to the
Mortgage Loans and the Mortgaged Properties, and certain CMSA supplemental
reports set forth in the Pooling and Servicing Agreement containing certain
information regarding the Mortgage Loans and the Mortgaged Properties all of
which will be made available electronically (i) to any interested party
including the Rating Agencies, the Underwriters and any party to the Pooling
and Servicing Agreement via the Trustee's Website or, (ii) to authorized
persons identified by the Trustee to the Master Servicer and parties to the
Pooling and Servicing Agreement, via the Master Servicer's Website, if the
Master Servicer elects to maintain a website, in its sole discretion, with the
use of a


                                     S-167


username and a password provided by the Master Servicer to such Person upon
delivery to the Trustee with a copy to the Master Servicer of a certification
in the form attached to the Pooling and Servicing Agreement.

     The servicer reports will not include any information that the Master
Servicer or the Special Servicer, as applicable, deems to be confidential. The
information that pertains to Specially Serviced Mortgage Loans and REO
Properties reflected in such reports shall be based solely upon the reports
delivered by the Special Servicer to the Master Servicer prior to the related
Distribution Date. None of the Master Servicer, the Special Servicer or the
Trustee shall be responsible for the accuracy or completeness of any
information supplied to it by a borrower or other third party that is included
in any reports, statements, materials or information prepared or provided by
the Master Servicer, the Special Servicer or the Trustee, as applicable.

     Within 60 days after receipt by the Master Servicer from the related
borrowers or otherwise, as to Non-Specially Serviced Mortgage Loans, and within
45 days after receipt by the Master Servicer from the Special Servicer or
otherwise, as to Specially Serviced Mortgage Loans and REO Properties, of any
annual operating statements or rent rolls with respect to any Mortgaged
Property or REO Property, the Master Servicer (or the Special Servicer, with
respect to Specially Serviced Mortgage Loan) shall, based upon such operating
statements or rent rolls, prepare (or, if previously prepared, update) a report
(the "CMSA Operating Statement Analysis Report") and the Master Servicer shall
remit a copy of each CMSA Operating Statement Analysis Report prepared or
updated by it (within 10 days following initial preparation and each update
thereof), together with, if so requested, the underlying operating statements
and rent rolls, to the Special Servicer in a format reasonably acceptable to
the Trustee and Special Servicer.

     Within 60 days after receipt by the Master Servicer (or 30 days in the
case of items received by the Special Servicer with respect to Specially
Serviced Mortgage Loans and REO Properties) of any quarterly or annual
operating statements with respect to any Mortgaged Property or REO Property,
the Master Servicer (or the Special Servicer, with respect to Specially
Serviced Mortgage Loans) shall prepare or update and forward to the Special
Servicer and the Directing Certificateholder (in an electronic format
reasonably acceptable to the Special Servicer) a report (the "CMSA NOI
Adjustment Worksheet") to normalize the full year net operating income and debt
service coverage numbers for such Mortgaged Property or REO Property, together
with, if so requested, the related operating statements.

     All CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment
Worksheets will be prepared substantially in the form as set forth in the
Pooling and Servicing Agreement and will be maintained by the Master Servicer
with respect to each Mortgaged Property and REO Property, and the Master
Servicer will forward electronic copies (to the extent available) to the
Directing Certificateholder, the Trustee upon request, each Rating Agency upon
request, and any Certificateholder, upon request, or to the extent a beneficial
owner of an Offered Certificate (a "Certificate Owner") has confirmed its
ownership interest in the Certificates held thereby, such Certificate Owner,
together with the related operating statement or rent rolls. Each CMSA
Operating Statement Analysis Report and CMSA NOI Adjustment Worksheet will be
prepared using normalized year-to-date CMSA methodology as in effect on the
Delivery Date and as modified and reasonably agreeable to the Master Servicer
from time to time. Conveyance of notices and other communications by DTC to
Participants, and by Participants to Certificate Owners, will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time. The Master Servicer, the Special Servicer,
the Trustee, the Depositor, the REMIC Administrator, the Mortgage Loan Sellers
and the Certificate Registrar are required to recognize as Certificateholders
only those persons in whose names the Certificates are registered on the books
and records of the Certificate Registrar.

     To the extent set forth in the Pooling and Servicing Agreement the Trustee
will make available each month, to the general public, the Distribution Date
Statement (and any additional files containing the same information in an
alternative format), the servicer reports, Mortgage Loan information as
presented in the CMSA loan setup file, CMSA loan periodic update file, all
other


                                     S-168


CMSA reports provided to it by the Master Servicer and any other item at the
request of the Depositor to any interested party via the Trustee's Website
initially located at "www.ctslink.com". In addition, pursuant to the Pooling
and Servicing Agreement, the Trustee will make available, as a convenience to
the general public (and not in furtherance of the distribution of the
accompanying prospectus or the prospectus supplement under the securities
laws), the Pooling and Servicing Agreement, the accompanying prospectus and the
prospectus supplement via the Trustee's Website. For assistance with the
above-referenced services, interested parties may call (301) 815-6600. The
Trustee will make no representations or warranties as to the accuracy or
completeness of such documents and will assume no responsibility therefor.

     In connection with providing access to the Trustee's Website, the Trustee
may require registration and the acceptance of a disclaimer. The Trustee shall
not be liable for the dissemination of information in accordance with the
Pooling and Servicing Agreement.

     For a discussion of certain annual information reports to be furnished by
the Trustee to persons who at any time during the prior calendar year were
holders of the Offered Certificates, see "Description of the
Certificates--Reports to Certificateholders" in the accompanying prospectus.

     Other Information. The Pooling and Servicing Agreement requires that the
Trustee make available at its offices, during normal business hours, upon
reasonable advance written notice, for review by any holder or Certificate
Owner of an Offered Certificate or any person identified to the Trustee by any
such holder or Certificate Owner as a prospective transferee of an Offered
Certificate or any interest therein, originals or copies of, among other
things, the following items to the extent in its possession: (a) all officer's
certificates delivered to the Trustee since the Delivery Date as described
under "Servicing of the Mortgage Loans--Evidence as to Compliance" in this
prospectus supplement, (b) all accountant's reports delivered to the Trustee
since the Delivery Date as described under "Servicing of the Mortgage
Loans--Evidence as to Compliance" in this prospectus supplement, and (c) the
Mortgage Note, Mortgage and other legal documents relating to each Mortgage
Loan, including any and all modifications, waivers and amendments of the terms
of a Mortgage Loan entered into by the Master Servicer or the Special Servicer
and delivered to the Trustee. In addition, the Master Servicer is required to
make available, during normal business hours, upon reasonable advance written
notice, for review by any holder or Certificate Owner of an Offered Certificate
(as confirmed to the Master Servicer by the Trustee) or any person identified
to the Master Servicer by the Trustee as a prospective transferee of an Offered
Certificate or any interest therein, originals or copies of any and all
documents (in the case of documents generated by the Special Servicer, to the
extent received therefrom) that constitute the servicing file for each Mortgage
Loan, in each case except to the extent the Master Servicer in its reasonable,
good faith determination believes that any item of information contained in
such servicing file is of a nature that it should be conveyed to all
Certificateholders at the same time, in which case the Master Servicer is
required, as soon as reasonably possible following its receipt of any such item
of information, to disclose such item of information to the Trustee for
inclusion by the Trustee along with the Distribution Date Statement referred to
under "Description of the Certificates--Reports to Certificateholders; Certain
Available Information--Trustee Reports" in this prospectus supplement; provided
that, until the Trustee has either disclosed such information to all
Certificateholders along with the Distribution Date Statement or has properly
filed such information with the Securities and Exchange Commission on behalf of
the Trust under the Securities Exchange Act of 1934, the Master Servicer is
entitled to withhold such item of information from any Certificateholder or
Certificate Owner or prospective transferee of a Certificate or an interest
therein; and, provided, further, that the Master Servicer is not required to
make information contained in any servicing file available to any person to the
extent that doing so is prohibited by applicable law or by any documents
related to a Mortgage Loan.

     The Trustee, subject to the last sentence of the prior paragraph, will
make available, upon reasonable advance written notice and at the expense of
the requesting party, originals or copies of the items referred to in the prior
paragraph that are maintained thereby, to Certificateholders, Certificate
Owners and prospective purchasers of Certificates and interests therein;
provided that the Trustee may require (a) in the case of a Certificate Owner, a
written confirmation executed by the


                                     S-169


requesting person or entity, in a form reasonably acceptable to the Trustee
generally to the effect that such person or entity is a beneficial owner of
Offered Certificates and will keep such information confidential, and (b) in
the case of a prospective purchaser, confirmation executed by the requesting
person or entity, in a form reasonably acceptable to the Trustee generally to
the effect that such person or entity is a prospective purchaser of Offered
Certificates or an interest therein, is requesting the information solely for
use in evaluating a possible investment in such Certificates and will otherwise
keep such information confidential. Certificateholders, by the acceptance of
their Certificates, will be deemed to have agreed to keep such information
confidential.


VOTING RIGHTS

     At all times during the term of the Pooling and Servicing Agreement, 98%
of the voting rights for the Certificates (the "Voting Rights") shall be
allocated among the holders of the respective Classes of Sequential Pay
Certificates in proportion to the Certificate Balances of their Certificates
and 2% of the Voting Rights shall be allocated to the holders of the Class X
Certificates in proportion to their Notional Amounts. No Voting Rights will be
assigned to the Class CS Certificates, the Class RP Certificates or the REMIC
Residual Certificates. See "Description of the Certificates--Voting Rights" in
the accompanying prospectus.


TERMINATION; RETIREMENT OF CERTIFICATES

     The obligations created by the Pooling and Servicing Agreement will
terminate following the earliest of (i) the final payment (or advance in
respect thereof) or other liquidation of the last Mortgage Loan or related REO
Property remaining in the Trust Fund, (ii) the purchase or exchange of all of
the Mortgage Loans that constitute the Initial Pool Balance and REO Properties
remaining in the Trust Fund by the Master Servicer, Special Servicer or by any
holder or holders (other than the Depositor or any Mortgage Loan Seller) of
Certificates representing a majority interest in the Controlling Class or (iii)
the exchange of all the then outstanding Certificates (other than the Class R-I
or Class R-II Certificates) for the Mortgage Loans remaining in the Trust.
Written notice of termination of the Pooling and Servicing Agreement will be
given to each Certificateholder, and the final distribution with respect to
each Certificate will be made only upon surrender and cancellation of such
Certificate at the office of the Certificate Registrar or other location
specified in such notice of termination.

     Any such purchase by the Master Servicer, Special Servicer or the majority
holder(s) of the Controlling Class of all the Mortgage Loans and REO Properties
remaining in the Trust Fund is required to be made at a price equal to (a) the
sum of (i) the aggregate Purchase Price of all the Mortgage Loans that
constitute the Initial Pool Balance then included in the Trust Fund (other than
any Mortgage Loans as to which the related Mortgaged Properties have become REO
Properties) and (ii) the fair market value of all REO Properties then included
in the Trust Fund, as determined by an appraiser mutually agreed upon by the
Master Servicer and the Trustee, minus (b) (solely in the case of a purchase by
the Master Servicer) the aggregate of all amounts payable or reimbursable to
the Master Servicer under the Pooling and Servicing Agreement. Such purchase
will effect early retirement of the then outstanding Certificates, but the
right of the Master Servicer or the majority holder(s) of the Controlling Class
to effect such termination is subject to the requirement that the then
aggregate Stated Principal Balance of the Mortgage Pool be less than 1.0% of
the Initial Pool Balance as of the Delivery Date. The purchase price paid by
the Master Servicer or the majority holder(s) of the Controlling Class,
exclusive of any portion thereof payable or reimbursable to any person other
than the Certificateholders, will constitute part of the Available Distribution
Amount for the final Distribution Date. The exchange of all the then
outstanding Certificates (other than the Class R-I or Class R-II Certificates)
for the Mortgage Loans remaining in the Trust (i) is limited to certain Classes
of Certificates and (ii) requires that all Certificateholders (other than the
Class CS and Class RP Certificates) must voluntarily participate.

     On the final Distribution Date, the aggregate amount paid by the Master
Servicer, Special Servicer or the majority holder(s) of the Controlling Class,
as the case may be, for the Mortgage Loans and other assets in the Trust Fund
(if the Trust Fund is to be terminated as a result of the


                                     S-170


purchase described in the preceding paragraph), together with all other amounts
on deposit in the Certificate Account and not otherwise payable to a person
other than the Certificateholders (see "The Pooling and Servicing
Agreements--Certificate Account" in the accompanying supplement), will be
applied generally as described under "--Distributions" above.

     Any optional termination by the Master Servicer, Special Servicer or the
majority holder(s) of the Controlling Class would result in prepayment in full
of the Certificates and would have an adverse effect on the yield of the Class
XC and Class XP Certificates because a termination would have an effect similar
to a principal prepayment in full of the mortgage loans without the receipt of
any Prepayment Premiums and, as a result, investors in the Class XC and Class
XP Certificates and any other Certificates purchased at a premium might not
fully recoup their initial investment. See "Yield and Maturity Considerations"
in this prospectus supplement.




























                                     S-171



                                  THE TRUSTEE


THE TRUSTEE

     Wells Fargo Bank, N.A. ("Wells Fargo"), a national banking association,
will act as Trustee on behalf of the certificateholders. Wells Fargo maintains
an office and conducts certificate transfer services at Wells Fargo Center,
Sixth and Marquette, Minneapolis, Minnesota 55479-0113. Wells Fargo otherwise
conducts trustee and securities administration services at its offices in
Columbia, Maryland. Its address there is 9062 Old Annapolis Road, Columbia,
Maryland 21045-1951. As compensation for its services, the Trustee will be
entitled to receive a fee payable from funds on deposit in the Distribution
Account. In addition, the Trustee will be obligated to make any advance
required to be made, but not made, by the Master Servicer under the Pooling and
Servicing Agreement (including a Servicing Advance, to the extent the Trustee
has actual knowledge of the failure of the Master Servicer to make such
Servicing Advance), provided that the Trustee will not be obligated to make any
advance that it determines to be nonrecoverable. The Trustee will be entitled
to rely conclusively on any determination by the Master Servicer or the Special
Servicer that an advance, if made, would be nonrecoverable. The Trustee will be
entitled to reimbursement (with interest thereon at the Reimbursement Rate) for
each advance made by it in the same manner and to the same extent as, but prior
to, the Master Servicer. Further, and solely with respect to any P&I Advance
relating to the Bank of America Center Pari Passu Note A-3 Mortgage Loan, the
Trustee will be obligated to make any advance required to be made, but not
made, by the Bank of America Center Master Servicer under the Bank of America
Center Pooling and Servicing Agreement, provided that the Trustee will not be
obligated to make any advance that it determines to be nonrecoverable. The
Trustee will be entitled to rely conclusively on any determination by the Bank
of America Center Master Servicer that an advance, if made, would be
nonrecoverable. The Trustee will be entitled to reimbursement (with interest
thereon at the Reimbursement Rate) for each advance made by it in the same
manner and to the same extent as, but prior to, the Bank of America Center
Master Servicer.

     The Trustee will make no representation as to the validity or sufficiency
of the Pooling and Servicing Agreement, the certificates, the Mortgage Loans or
related documents or the sufficiency of this prospectus supplement and will not
be accountable for the use or application by or on behalf of the Master
Servicer or the Special Servicer of any funds paid to the Master Servicer or
the Special Servicer in respect of the certificates or the Mortgage Loans, or
any funds deposited into or withdrawn from the Certificate Account or any other
account maintained by or on behalf of the Master Servicer or the Special
Servicer. If no Event of Default has occurred and is continuing, the Trustee
will be required to perform only those duties specifically required under the
Pooling and Servicing Agreement. However, upon receipt of any of the various
resolutions, statements, opinions, reports, documents, orders or other
instruments required to be furnished to it pursuant to the Pooling and
Servicing Agreement, the Trustee will be required to examine such documents and
to determine whether they conform to the requirements of the Pooling and
Servicing Agreement (to the extent set forth therein) without responsibility
for investigating the contents thereof.

     Wells Fargo Bank, N.A. is rated "Aaa" by Moody's and "AA" by S&P.

     The information set forth herein concerning the Trustee has been provided
by the Trustee and neither the Depositor nor any Underwriter makes any
representation or warranty as to the accuracy or completeness of such
information.

     Pursuant to the Pooling and Servicing Agreement, the Trustee will be
entitled to a monthly fee (the "Trustee Fee"; and, together with the Master
Servicing Fee, the "Administrative Fees") payable out of general collections on
the Mortgage Loans and any REO Properties. The Administrative Fees will be
computed for the same period for which interest payments on the Mortgage Loans
are computed.

     The Trustee will also have certain duties with respect to REMIC
administration (in such capacity the "REMIC Administrator"). See "Certain
Federal Income Tax Consequences--REMICs --Reporting and Other Administrative
Matters" and "The Pooling and Servicing Agreements--


                                     S-172


Certain Matters Regarding the Master Servicer, the Special Servicer, the REMIC
Administrator and the Depositor", "--Events of Default" and "--Rights Upon
Event of Default" in the accompanying prospectus.


INDEMNIFICATION

     The Trustee will be entitled to indemnification, from amounts held in the
Certificate Account, for any loss, liability, damages, claim or expense arising
in respect of the Pooling and Servicing Agreement or the certificates other than
those resulting from the negligence, fraud, bad faith or willful misconduct of
the Trustee. Any such indemnification payments will be Additional Trust Fund
Expenses that will reduce the amount available to be distributed to
Certificateholders as described under "Description of the Certificates--
Subordination; Allocation of Losses and Certain Expenses" in this prospectus
supplement.


                       YIELD AND MATURITY CONSIDERATIONS


YIELD CONSIDERATIONS

     General. The yield on any Offered Certificate will depend on (a) the price
at which such Certificate is purchased by an investor and (b) the rate, timing
and amount of distributions on such Certificate. The rate, timing and amount of
distributions on any Offered Certificate will in turn depend on, among other
things, (v) the Pass-Through Rate for such Certificate, (w) the rate and timing
of principal payments (including principal prepayments) and other principal
collections on or in respect of the Mortgage Loans and the extent to which such
amounts are to be applied or otherwise result in reduction of the Certificate
Balance of the Class of Certificates to which such Certificate belongs, (x) the
rate, timing and severity of Realized Losses on or in respect of the Mortgage
Loans and of Additional Trust Fund Expenses and Appraisal Reductions and the
extent to which such losses, expenses and reductions are allocable to or
otherwise result in the nonpayment or deferred payment of interest on, or
reduction of the Certificate Balance or Notional Amount of, the Class of
Certificates to which such Certificate belongs, (y) 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
payable on the Class of Certificates to which such Certificate belongs and (z)
the extent to which Prepayment Premiums are collected and, in turn, distributed
on the Class of Certificates to which such Certificate belongs.

     Rate and Timing of Principal Payments. The yield to holders of any Class
of Offered Certificates that are Sequential Pay Certificates purchased at a
discount or premium will be affected by the rate and timing of reductions of
the Certificate Balances of such Class of Certificates. As described in this
prospectus supplement, the Group 1 Principal Distribution Amount (and, after
the Class A-1A Certificates have been reduced to zero, any remaining Group 2
Principal Distribution Amount) for each Distribution Date will be distributable
entirely in respect of the Class A-1 Certificates, Class A-2 Certificates,
Class A-3 Certificates, Class A-AB Certificates and Class A-4 Certificates
until the related Certificate Balances thereof are reduced to zero, and the
Group 2 Principal Distribution Amount (and after the Class A-4 Certificates
have been reduced to zero, any remaining Group 1 Principal Distribution Amount)
for each Distribution Date will be generally distributable to the Class A-1A
Certificates. Following retirement of the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-AB Certificates, Class A-4
Certificates and Class A-1A Certificates, the Principal Distribution Amount for
each Distribution Date will be distributable entirely in respect of the
remaining Classes of Sequential Pay Certificates, sequentially in alphabetical
order of Class designation, in each such case until the related Certificate
Balance is reduced to zero. With respect to the Class A-AB Certificates, the
extent to which the planned balances are achieved and the sensitivity of the
Class A-AB Certificates to principal prepayments on the Mortgage Loans will
depend in part on the period of time during which the Class A-1, Class A-2,
Class A-3 and Class A-1A Certificates remain outstanding. In particular, once
such Classes of Certificates are no longer outstanding, any remaining portion
on any Distribution Date of the Group 2 Principal Distribution Amount and/or
Group 1 Principal Distribution Amount, as applicable, will be distributed on
the


                                     S-173


Class A-AB Certificates until the Certificate Balance of the Class A-AB
Cerificates is reduced to zero. As such, the Class A-AB Certificates will
become more sensitive to the rate of prepayments on the Mortgage Loans than
they were when the Class A-1, Class A-2, Class A-3 and Class A-1A Certificates
were outstanding.

     In light of the foregoing, the rate and timing of reductions of the
Certificate Balance of each Class of Offered Certificates will depend on 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 thereof, the dates
on which any Balloon Payments are due 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, or
purchases of Mortgage Loans out of the Trust Fund). Furthermore, because the
amount of principal that will be distributed to the Class A-1, Class A-2, Class
A-3, Class A-AB, Class A-4 and Class A-1A Certificates will generally be based
upon the particular Loan Group that the related Mortgage Loan is deemed to be
in, the yield on the Class A-1, Class A-2, Class A-3, Class A-AB and Class A-4
Certificates will be particularly sensitive to prepayments on Mortgage Loans in
Loan Group 1 and the yield on the Class A-1A Certificates will be particularly
sensitive to prepayments on Mortgage Loans in Loan Group 2. Prepayments and,
assuming the respective stated maturity dates therefor have not occurred,
liquidations of the Mortgage Loans will result in distributions on the
Sequential Pay 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 those Certificates. Defaults on the Mortgage Loans,
particularly in the case of Balloon Loans at or near their stated maturity
dates, may result in significant delays in payments of principal on the
Mortgage Loans (and, accordingly, on the Sequential Pay Certificates) while
workouts 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--Modifications, Waivers, Amendments and
Consents" herein and "The Pooling and Servicing Agreements--Realization Upon
Defaulted Mortgage Loans" and "Certain Legal Aspects of Mortgage
Loans--Foreclosure" in the accompanying prospectus.

     The extent to which the yield to maturity of any Class of Offered
Certificates may vary from the anticipated yield will depend upon the degree to
which such Certificates are purchased at a discount or premium and when, and to
what degree, payments of principal on or in respect of the Mortgage Loans (and,
with respect to the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4 and
Class A-1A Certificates, which Loan Group such Mortgage Loan is deemed to be
in) are distributed or otherwise result in a reduction of the Certificate
Balance of such Certificates. An investor should consider, in the case of any
Offered Certificate purchased at a discount, the risk that a slower than
anticipated rate of principal payments on the Mortgage Loans could result in an
actual yield to such investor that is lower than the anticipated yield and, in
the case of any Offered Certificate purchased at a premium, the risk that a
faster than anticipated rate of principal payments on the Mortgage Loans could
result in an actual yield to such investor that is lower than the anticipated
yield. In general, the earlier a payment of principal on or in respect of the
Mortgage Loans is distributed or otherwise results in reduction of the
principal balance of any other Offered Certificate purchased at a discount or
premium, the greater will be the effect on an investor's yield to maturity. As
a result, the effect on an investor's yield of principal payments 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 principal payments. Because the rate of principal
payments on or in respect of 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. The
Depositor is 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.

     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. As and to the extent
described herein, Realized Losses and Additional Trust Fund


                                     S-174


Expenses will be allocated (i) with respect to Realized Losses and Additional
Trust Fund Expenses attributable to the CS Component Mortgage Loan, to the
Class CS Certificates to the extent described in this prospectus supplement,
(ii) with respect to Realized Losses and Additional Trust Fund Expenses
attributable to the RP Component Mortgage Loan, to the related Classes of Class
RP Certificates in reverse sequential order to the extent described in this
prospectus supplement, and (iii) with respect to Realized Losses and Additional
Trust Fund Expenses attributable to each Mortgage Loan in which the related
Subordinate Balances have not been reduced to zero and with respect to Realized
Losses and a proportionate part of Additional Trust Fund Expenses allocable to
the Mortgage Pool generally, to the respective Classes of Sequential Pay
Certificates (which allocation will, in general, reduce the amount of interest
distributable thereto in the case of Additional Trust Fund Expenses and reduce
the Certificate Balance thereof in the case of Realized Losses) in the
following order: first, to each Class of Sequential Pay Certificates (other
than the Class A Senior Certificates), in reverse alphabetical order of Class
designation, until the Certificate Balance thereof has been reduced to zero;
then, to the Class A-1 Certificates, Class A-2 Certificates, Class A-3
Certificates, Class A-AB Certificates, Class A-4 Certificates and Class A-1A
Certificates, pro rata in accordance with their respective remaining
Certificate Balances, until the remaining Certificate Balance of each such
Class has been reduced to zero.

     The Net Aggregate Prepayment Interest Shortfall, if any, for each
Distribution Date will be allocated to (i) with respect to Net Aggregate
Prepayment Interest Shortfalls attributable to the CS Component Mortgage Loan,
to the Class CS Certificates to the extent described in this prospectus
supplement, (ii) with respect to Net Aggregate Prepayment Interest Shortfalls
attributable to the RP Component Mortgage Loan, to the related Classes of Class
RP Certificates in reverse sequential order to the extent described in this
prospectus supplement, and (iii) with respect to Net Aggregate Prepayment
Interest Shortfalls allocable to the Mortgage Pool generally, to all classes of
Certificates (other than the REMIC Residual Certificates). In each case, such
allocations will be made pro rata to such classes on the basis of Accrued
Certificate Interest otherwise distributable for each such Class for such
Distribution Date and will reduce the respective amounts of Accrued Certificate
Interest for each such Class for such Distribution Date.

     Certain Relevant Factors. The rate and timing of principal payments and
defaults and the severity of losses on or in respect of the Mortgage Loans may
be affected by a number of factors, including, without limitation, prevailing
interest rates, the terms of the Mortgage Loans (for example, Prepayment
Premiums, Lock-out Periods 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 retail shopping space, rental apartments, hotel rooms, industrial or
warehouse space, health care facility beds, senior living units or office
space, as the case may be, 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--Risks
Related to the Mortgage Loans", "Description of the Mortgage Pool" and
"Servicing of the Mortgage Loans" herein and "The Pooling and Servicing
Agreements" and "Yield and Maturity Considerations--Yield and Prepayment
Considerations" in the accompanying prospectus.

     The rate of prepayment on the Mortgage Loans is likely to be affected by
prevailing market interest rates for mortgage loans of a comparable type, term
and risk level. When the prevailing market interest rate is below the Mortgage
Rate at which a Mortgage Loan accrues interest, a borrower may have an
increased incentive to refinance such Mortgage Loan. Conversely, to the extent
prevailing market interest rates exceed the applicable Mortgage Rate for any
Mortgage Loan, such Mortgage Loan may be less likely to prepay. Accordingly,
there can be no assurance that a Mortgage Loan will be prepaid prior to
maturity.

     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.


                                     S-175


     If a Mortgage Loan is not in a Lock-out Period, any Prepayment Premium in
respect of such Mortgage Loan may not be sufficient economic disincentive to
prevent the related borrower from voluntarily prepaying the loan as part of a
refinancing thereof or a sale of the related Mortgaged Property. See
"Description of the Mortgage Pool--Certain Terms and Conditions of the Mortgage
Loans" in this prospectus supplement.

     If a Mortgage Loan is a Holdback Loan, the borrower may also have to
satisfy certain economic performance criteria in order to prevent application
of the holdback amount to prepay such Mortgage Loan. See "Description of the
Mortgaged Pool--Certain Terms and Conditions of the Mortgage Loans" in this
prospectus supplement.

     The Depositor makes no representation or warranty 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 which 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 LIVES

     The weighted average life of any Offered Certificate refers to the average
amount of time that will elapse from the date of its issuance until each dollar
to be applied in reduction of the principal balance of such Certificate is
distributed to the investor. For purposes of this prospectus supplement, the
weighted average life of any such Offered Certificate is determined by (i)
multiplying the amount of each principal distribution thereon by the number of
years from the assumed Settlement Date (as defined below) to the related
Distribution Date, (ii) summing the results and (iii) dividing the sum by the
aggregate amount of the reductions in the principal balance of such
Certificate. Accordingly, the weighted average life of any such Offered
Certificate will be influenced by, among other things, the rate at which
principal of the Mortgage Loans is paid or otherwise collected or advanced and
the extent to which such payments, collections and/or advances of principal are
in turn applied in reduction of the Certificate Balance of the Class of
Certificates to which such Offered Certificate belongs. As described in this
prospectus supplement, the Group 1 Principal Distribution Amount (and, after
the Class A-1A Certificates have been retired, any remaining Group 2 Principal
Distribution Amount) for each Distribution Date will generally be distributable
first in respect of the Class A-AB Certificates until reduced to the Class A-AB
Planned Principal Amount for such Distribution Date, then, to the Class A-1
Certificates until the Certificate Balance thereof is reduced to zero, then, to
the Class A-2 Certificates until the Certificate Balance thereof is reduced to
zero, then, to the Class A-3 Certificates until the Certificate Balance thereof
is reduced to zero, then, to the Class A-AB Certificates until the Certificate
Balance thereof is reduced to zero, and then, to the Class A-4 Certificates
until the Certificate Balance thereof is reduced to zero, the Group 2 Principal
Distribution Amount (and, after the Class A-4 Certificates have been retired,
any remaining Group 1 Principal Distribution Amount) for each Distribution Date
will generally be distributable first to the Class A-1A Certificates. After
those distributions, the remaining Principal Distribution Amount with respect
to the Mortgage Pool will generally be distributable entirely in respect of the
remaining Classes of Sequential Pay Certificates, sequentially in alphabetical
order of Class designation, in each such case until the related Certificate
Balance is reduced to zero. As a consequence of the foregoing, the weighted
average lives of the Class A-1, Class A-2, Class A-3, Class A-AB and Class A-1A
Certificates may be shorter, and the weighted average lives of the Class A-4,
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 may be
longer, than would otherwise be the case if the Principal Distribution Amount
for each Distribution Date was being distributed on a pro rata basis among the
respective Classes of Sequential Pay Certificates. With respect to the Class
A-AB Certificates, although based on the Maturity Assumptions the Certificate
Balance of the Class A-AB Certificates on each Distribution Date would be
reduced to the Class A-AB Planned Principal Amount for such Distribution Date,
there is no assurance that the Mortgage Loans will perform in conformity with
the Maturity Assumptions. Therefore, there can be no assurance that the balance
of the Class A-AB Certificates on any Distribution Date will be equal to the
balance that is specified for such


                                     S-176


Distribution Date in the table. In particular, once the Certificate Balances of
the Class A-1A Certificates, Class A-1, Class A-2 and Class A-3 Certificates
have been reduced to zero, any remaining portion on any Distribution Date of
the Group 2 Principal Distribution Amount and/or Group 1 Principal Distribution
Amount, as applicable, will be distributed on the Class A-AB Certificates until
the Certificate Balance of the Class A-AB Certificates is reduced to zero.

     Prepayments on mortgage loans may be measured by a prepayment standard or
model. The model used in this prospectus supplement is the CPR model (as
described in the accompanying prospectus). As used in each of the following
tables, the column headed "0%" assumes that none of the Mortgage Loans is
prepaid before maturity. The columns headed "25%", "50%", "75%", "100%" assume
that no prepayments are made on any Mortgage Loan during such Mortgage Loan's
Lock-out Period, if any, during such Mortgage Loan's Defeasance Lockout Period,
if any, or during such Mortgage Loan's yield maintenance period, if any, and
are otherwise made on each of the Mortgage Loans at the indicated CPRs.

     There is no assurance, however, that prepayments of the Mortgage Loans
(whether or not in a Lock-out Period or a yield maintenance period) will
conform to any particular CPR, and no representation is made that the Mortgage
Loans will prepay in accordance with the assumptions at any of the CPRs shown
or at any other particular prepayment rate, that all the Mortgage Loans will
prepay in accordance with the assumptions at the same rate or that Mortgage
Loans that are in a Lock-out Period, Defeasance Lockout Period or a yield
maintenance period will not prepay as a result of involuntary liquidations upon
default or otherwise. A "yield maintenance period" is any period during which a
Mortgage Loan provides that voluntary prepayments be accompanied by a
Prepayment Premium calculated on the basis of a yield maintenance formula.

     The following tables indicate the percentages of the initial Certificate
Balances of the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class
A-1A, Class A-J, Class B, Class C and Class D Certificates that would be
outstanding after each of the dates shown at various CPRs, and the
corresponding weighted average lives of such Classes of Certificates, under the
following assumptions (the "Maturity Assumptions"): (i) the Mortgage Loans have
the characteristics set forth in Annex A as of the Cut-off Date, (ii) the
Pass-Through Rate and the initial Certificate Balance (such initial Certificate
Balance referred to herein for purposes of the Maturity Assumptions as the
"Initial Certificate Balance"), as the case may be, of each Class of Offered
Certificates are as described herein, (iii) the scheduled Monthly Payments for
each Mortgage Loan that accrues interest on the basis of actual number of days
elapsed during the month of accrual in a 360-day year are the actual
contractual Monthly Payments (adjusted to take into account the addition or
subtraction of any Withheld Amounts as described under "Description of the
Certificates--Interest Reserve Account"), (iv) there are no delinquencies or
losses in respect of the Mortgage Loans, there are no modifications,
extensions, waivers or amendments affecting the payment by borrowers of
principal or interest on the Mortgage Loans, there are no Appraisal Reduction
Amounts with respect to the Mortgage Loans and there are no casualties or
condemnations affecting the Mortgaged Properties, (v) scheduled Monthly
Payments on the Mortgage Loans are timely received, (vi) no voluntary or
involuntary prepayments are received as to any Mortgage Loan during such
Mortgage Loan's Lock-out Period ("LOP"), if any, Defeasance Lockout Period
("DLP"), if any, or, yield maintenance period ("YMP"), if any, otherwise,
prepayments are made on each of the Mortgage Loans at the indicated CPRs set
forth in the tables (without regard to any limitations in such Mortgage Loans
on partial voluntary principal prepayments), (vii) none of the Master Servicer,
the Special Servicer nor any majority holder(s) of the Controlling Class
exercises its or exercise their right of optional termination described herein,
(viii) no Mortgage Loan is required to be repurchased by the related Mortgage
Loan Seller, (ix) no Prepayment Interest Shortfalls are incurred, (x) there are
no Additional Trust Fund Expenses, (xi) distributions on the Offered
Certificates are made on the 10th day of each month, commencing in December
2004 and (xii) the Offered Certificates are settled on November 23, 2004 (the
"Settlement Date"). To the extent that the Mortgage Loans have characteristics
that differ from those assumed in preparing the tables set forth below, Class
A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-J, Class
B, Class C and Class D Certificates may mature earlier or later than indicated
by the tables. It is highly unlikely that the Mortgage Loans will prepay in


                                     S-177


accordance with the above assumptions at any of the specified CPRs until
maturity or that all the Mortgage Loans will so prepay at the same rate. The
indicated prepayment speeds were assumed for each Mortgage Loan for any period
for which a Prepayment Premium would apply under such Mortgage Loan. In
addition, variations in the actual prepayment experience and the balance of the
Mortgage Loans that prepay may increase or decrease the percentages of the
Initial Certificate Balances (and weighted average lives) shown in the
following tables. Such variations may occur even if the average prepayment
experience of the Mortgage Loans were to conform to the assumptions and be
equal to any of the specified CPRs. Investors are urged to conduct their own
analyses of the rates at which the Mortgage Loans may be expected to prepay.


               PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF
              THE CLASS A-1 CERTIFICATES UNDER THE SPECIFIED CPRS
   (PREPAYMENTS LOCKED OUT THROUGH LOP, DLP AND YMP, THEN THE FOLLOWING CPR)





                                                                 PREPAYMENT ASSUMPTION (CPR)
                                           ------------------------------------------------------------------------
DATE                                            0%             25%            50%            75%           100%
----                                       ------------   ------------   ------------   ------------   ------------

Initial Percentage .....................       100.00%        100.00%        100.00%        100.00%        100.00%
November 10, 2005 ......................        89.10          89.10          89.10          89.10          89.10
November 10, 2006 ......................        73.96          73.96          73.96          73.96          73.96
November 10, 2007 ......................        53.28          53.28          53.28          53.28          53.28
November 10, 2008 ......................        29.59          29.59          29.59          29.59          29.59
November 10, 2009 ......................         0.00           0.00           0.00           0.00           0.00
Weighted Average Life (years) ..........         2.90           2.89           2.89           2.89           2.88


               PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF
              THE CLASS A-2 CERTIFICATES UNDER THE SPECIFIED CPRS
   (PREPAYMENTS LOCKED OUT THROUGH LOP, DLP AND YMP, THEN THE FOLLOWING CPR)





                                                                 PREPAYMENT ASSUMPTION (CPR)
                                           ------------------------------------------------------------------------
DATE                                            0%             25%            50%            75%           100%
----                                       ------------   ------------   ------------   ------------   ------------

Initial Percentage .....................       100.00%        100.00%        100.00%        100.00%        100.00%
November 10, 2005 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2006 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2007 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2008 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2009 ......................         0.00           0.00           0.00           0.00           0.00
Weighted Average Life (years) ..........         4.77           4.76           4.75           4.73           4.53


               PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF
              THE CLASS A-3 CERTIFICATES UNDER THE SPECIFIED CPRS
   (PREPAYMENTS LOCKED OUT THROUGH LOP, DLP AND YMP, THEN THE FOLLOWING CPR)





                                                                 PREPAYMENT ASSUMPTION (CPR)
                                           ------------------------------------------------------------------------
DATE                                            0%             25%            50%            75%           100%
----                                       ------------   ------------   ------------   ------------   ------------

Initial Percentage .....................       100.00%        100.00%        100.00%        100.00%        100.00%
November 10, 2005 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2006 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2007 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2008 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2009 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2010 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2011 ......................         0.00           0.00           0.00           0.00           0.00
Weighted Average Life (years) ..........         6.77           6.76           6.74           6.71           6.50


                                     S-178







               PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF
             THE CLASS A-AB CERTIFICATES UNDER THE SPECIFIED CPRS
   (PREPAYMENTS LOCKED OUT THROUGH LOP, DLP AND YMP, THEN THE FOLLOWING CPR)




                                                                 PREPAYMENT ASSUMPTION (CPR)
                                           ------------------------------------------------------------------------
DATE                                            0%             25%            50%            75%           100%
----                                       ------------   ------------   ------------   ------------   ------------

Initial Percentage .....................       100.00%        100.00%        100.00%        100.00%        100.00%
November 10, 2005 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2006 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2007 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2008 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2009 ......................        98.24          98.24          98.24          98.24          98.24
November 10, 2010 ......................        70.70          70.70          70.70          70.70          70.70
November 10, 2011 ......................        51.49          50.34          48.85          46.64          34.91
November 10, 2012 ......................        28.61          23.70          19.19          15.23          12.36
November 10, 2013 ......................         4.18           0.00           0.00           0.00           0.00
November 10, 2014 ......................         0.00           0.00           0.00           0.00           0.00
Weighted Average Life (years) ..........         7.00           6.90           6.83           6.77           6.67


               PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF
              THE CLASS A-4 CERTIFICATES UNDER THE SPECIFIED CPRS
   (PREPAYMENTS LOCKED OUT THROUGH LOP, DLP AND YMP, THEN THE FOLLOWING CPR)




                                                                 PREPAYMENT ASSUMPTION (CPR)
                                           ------------------------------------------------------------------------
DATE                                            0%             25%            50%            75%           100%
----                                       ------------   ------------   ------------   ------------   ------------

Initial Percentage .....................       100.00%        100.00%        100.00%        100.00%        100.00%
November 10, 2005 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2006 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2007 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2008 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2009 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2010 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2011 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2012 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2013 ......................       100.00          99.18          97.98          97.34          97.17
November 10, 2014 ......................         0.00           0.00           0.00           0.00           0.00
Weighted Average Life (years) ..........         9.64           9.60           9.57           9.53           9.35


               PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF
             THE CLASS A-1A CERTIFICATES UNDER THE SPECIFIED CPRS
   (PREPAYMENTS LOCKED OUT THROUGH LOP, DLP AND YMP, THEN THE FOLLOWING CPR)




                                                                 PREPAYMENT ASSUMPTION (CPR)
                                           ------------------------------------------------------------------------
DATE                                            0%             25%            50%            75%           100%
----                                       ------------   ------------   ------------   ------------   ------------

Initial Percentage .....................       100.00%        100.00%        100.00%        100.00%        100.00%
November 10, 2005 ......................        99.31          99.31          99.31          99.31          99.31
November 10, 2006 ......................        98.35          98.35          98.35          98.35          98.35
November 10, 2007 ......................        97.22          97.22          97.22          97.22          97.22
November 10, 2008 ......................        96.04          96.04          96.04          96.04          96.04
November 10, 2009 ......................        37.54          37.54          37.54          37.54          37.54
November 10, 2010 ......................        36.45          36.45          36.45          36.45          36.45
November 10, 2011 ......................        30.90          30.90          30.90          30.90          30.90
November 10, 2012 ......................        29.78          29.78          29.78          29.78          29.78
November 10, 2013 ......................        28.59          28.59          28.59          28.59          28.59
November 10, 2014 ......................         0.00           0.00           0.00           0.00           0.00
Weighted Average Life (years) ..........         6.34           6.33           6.31           6.29           6.12





                                     S-179



               PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF
              THE CLASS A-J CERTIFICATES UNDER THE SPECIFIED CPRS
   (PREPAYMENTS LOCKED OUT THROUGH LOP, DLP AND YMP, THEN THE FOLLOWING CPR)




                                                                 PREPAYMENT ASSUMPTION (CPR)
                                           ------------------------------------------------------------------------
DATE                                            0%             25%            50%            75%           100%
----                                       ------------   ------------   ------------   ------------   ------------

Initial Percentage .....................       100.00%        100.00%        100.00%        100.00%        100.00%
November 10, 2005 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2006 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2007 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2008 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2009 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2010 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2011 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2012 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2013 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2014 ......................         0.00           0.00           0.00           0.00           0.00
Weighted Average Life (years) ..........         9.80           9.80           9.80           9.78           9.63


               PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF
               THE CLASS B CERTIFICATES UNDER THE SPECIFIED CPRS
   (PREPAYMENTS LOCKED OUT THROUGH LOP, DLP AND YMP, THEN THE FOLLOWING CPR)




                                                                 PREPAYMENT ASSUMPTION (CPR)
                                           ------------------------------------------------------------------------
DATE                                            0%             25%            50%            75%           100%
----                                       ------------   ------------   ------------   ------------   ------------

Initial Percentage .....................       100.00%        100.00%        100.00%        100.00%        100.00%
November 10, 2005 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2006 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2007 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2008 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2009 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2010 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2011 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2012 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2013 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2014 ......................         0.00           0.00           0.00           0.00           0.00
Weighted Average Life (years) ..........         9.86           9.85           9.83           9.80           9.64


               PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF
               THE CLASS C CERTIFICATES UNDER THE SPECIFIED CPRS
   (PREPAYMENTS LOCKED OUT THROUGH LOP, DLP AND YMP, THEN THE FOLLOWING CPR)




                                                                 PREPAYMENT ASSUMPTION (CPR)
                                           ------------------------------------------------------------------------
DATE                                            0%             25%            50%            75%           100%
----                                       ------------   ------------   ------------   ------------   ------------

Initial Percentage .....................       100.00%        100.00%        100.00%        100.00%        100.00%
November 10, 2005 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2006 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2007 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2008 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2009 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2010 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2011 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2012 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2013 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2014 ......................         0.00           0.00           0.00           0.00           0.00
Weighted Average Life (years) ..........         9.88           9.88           9.88           9.88           9.71




                                     S-180



               PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF
               THE CLASS D CERTIFICATES UNDER THE SPECIFIED CPRS
   (PREPAYMENTS LOCKED OUT THROUGH LOP, DLP AND YMP, THEN THE FOLLOWING CPR)




                                                                 PREPAYMENT ASSUMPTION (CPR)
                                           ------------------------------------------------------------------------
DATE                                            0%             25%            50%            75%           100%
----                                       ------------   ------------   ------------   ------------   ------------

Initial Percentage .....................       100.00%        100.00%        100.00%        100.00%        100.00%
November 10, 2005 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2006 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2007 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2008 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2009 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2010 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2011 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2012 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2013 ......................       100.00         100.00         100.00         100.00         100.00
November 10, 2014 ......................         0.00           0.00           0.00           0.00           0.00
Weighted Average Life (years) ..........         9.88           9.88           9.88           9.88           9.71



YIELD SENSITIVITY OF THE CLASS XP CERTIFICATES

     The yield to maturity of the Class XP Certificates will be highly
sensitive to the rate and timing of principal payments (including by reason of
prepayments, loan extensions, defaults and liquidations) and losses on or in
respect of the Mortgage Loans. Investors in the Class XP Certificates should
fully consider the associated risks, including the risk that an extremely rapid
rate of amortization, prepayment or other liquidation of the Mortgage Loans
could result in the failure of such investors to recoup fully their initial
investments.

     The following table indicates the approximate pre-tax yield to maturity on
a corporate bond equivalent ("CBE") basis on the Class XP Certificates for the
specified CPRs based on the Maturity Assumptions. It was further assumed (i)
that the purchase price of the Class XP Certificates is as specified below,
expressed as a percentage of the initial Notional Amount of such Certificates,
which price does not include accrued interest and (ii) the Master Servicer, the
Special Servicer or a holder or holders of Certificates representing a majority
interest in the Controlling Class purchased all of the Mortgage Loans and REO
Properties as described under "Description of the Certificates-- Termination"
in this prospectus supplement.

     The yields set forth in the following table were calculated by determining
the monthly discount rates that, when applied to the assumed streams of cash
flows to be paid on the Class XP Certificates, would cause the discounted
present value of such assumed stream of cash flows to equal the assumed
purchase price thereof, and by converting such monthly rates to semi-annual
corporate bond equivalent rates. Such calculation does not take into account
shortfalls in collection of interest due to prepayments (or other liquidations)
of the Mortgage Loans or the interest rates at which investors may be able to
reinvest funds received by them as distributions on the Class XP Certificates
(and, accordingly, does not purport to reflect the return on any investment in
the Class XP Certificates when such reinvestment rates are considered).

     The characteristics of the Mortgage Loans may differ from those assumed in
preparing the table below. In addition, there can be no assurance that the
Mortgage Loans will prepay in accordance with the above assumptions at any of
the rates shown in the table or at any other particular rate, that the cash
flows on the Class XP Certificates will correspond to the cash flows shown
herein or that the aggregate purchase price of the Class XP Certificates will
correspond to the cash flows shown herein or that the aggregate purchase price
of the Class XP Certificates will be assumed. In addition, it is unlikely that
the Mortgage Loans will prepay in accordance with the above assumptions at any
of the specified. CPRs until maturity or that all of the Mortgage Loans will so
prepay at the same rate. Timing of changes in the rate of prepayments may
significantly affect the actual yield to maturity to investors, even if the
average rate of principal prepayments is consistent with the expectations of
investors. Investors must make their own decisions as to the appropriate
prepayment assumption to be used in deciding whether to purchase Class XP
Certificates.


                                     S-181



                           PRE-TAX TO MATURITY (CBE)
                          OF THE CLASS XP CERTIFICATES
   (PREPAYMENTS LOCKED OUT THROUGH LOP, DLP AND YMP, THEN THE FOLLOWING CPR)




                                            PREPAYMENT ASSUMPTION (CPR)
                           --------------------------------------------------------------
ASSUMED PURCHASE PRICE         0%           25%          50%          75%         100%
----------------------     ----------   ----------   ----------   ----------   ----------

3.211529% ..............       4.00%        4.00%        4.00%        4.00%        4.00%


                                USE OF PROCEEDS

     Substantially all of the proceeds from the sale of the Offered
Certificates will be used by the Depositor to purchase the Mortgage Loans as
described under "Description of the Certificates-- General" in this prospectus
supplement, and to pay certain expenses in connection with the issuance of the
Certificates.


                    CERTAIN FEDERAL INCOME TAX CONSEQUENCES


GENERAL

     For federal income tax purposes, three separate "real estate mortgage
investment conduit" ("REMIC") elections will be made with respect to designated
portions of the Trust Fund, the resulting REMICs being herein referred to as
the "Component Mortgage Loan REMIC", "REMIC I" and "REMIC II", respectively.
The assets of the Component Mortgage Loan REMIC will generally include the CS
Component Mortgage Loan, the RP Component Mortgage Loan, the Trust Fund's
interest in any related REO Properties and amounts with respect thereto
contained in the Certificate Account, the Interest Reserve Account (as to the
related Senior Component only) and any REO Accounts. The CS Senior Component,
the RP Senior Component, the Class CS Certificates and the Class RP
Certificates will represent "regular interests" in the Component Mortgage Loan
REMIC. The assets of REMIC I will consist of the Mortgage Loans (the CS Senior
Component in the case of the CS Component Mortgage Loan and the RP Senior
Component in the case of the RP Component Mortgage Loan), the Trust Fund's
interest in any REO Properties acquired on behalf of the Certificateholders
(other than with respect to the CS Component Mortgage Loan and the RP Component
Mortgage Loan) and amounts with respect thereto contained in the Certificate
accounts, the Interest Reserve account and any REO Accounts. The assets of
REMIC II will consist of certain uncertificated "regular interests" in REMIC I
and amounts in the Certificate Account with respect thereto. For federal income
tax purposes, (i) the REMIC II Certificates will evidence the "regular
interests" in, and generally will be treated as debt obligations of, REMIC II,
(ii) the Class R-II Certificates will represent the sole class of "residual
interest" in REMIC II and (iii) the Class R-I Certificates will represent the
sole class of "residual interests" in each of the Component Mortgage Loan REMIC
and REMIC I. Upon issuance of the Offered Certificates, Cadwalader, Wickersham
& Taft LLP, special tax counsel to the Depositor, will deliver its opinion
generally to the effect that, assuming (i) compliance with all provisions of
the Pooling and Servicing Agreement and (ii) compliance with the Bank of
America Center Pooling and Servicing Agreement and the continued qualification
of the REMICs formed thereunder, for federal income tax purposes, the Component
Mortgage Loan REMIC, REMIC I and REMIC II each will qualify as a REMIC under
the Code. See "Certain Federal Income Tax Consequences--REMICs" in the
accompanying prospectus.


DISCOUNT AND PREMIUM; PREPAYMENT PREMIUMS

     The Offered Certificates generally will be treated as newly originated
debt instruments originated on the related Startup Day for federal income tax
purposes. The "Startup Day" of the Component Mortgage Loan REMIC, REMIC I and
REMIC II is the Delivery Date. Beneficial owners of the Offered Certificates
will be required to report income on such regular interests in accordance with
the accrual method of accounting. It is anticipated that the class XP
Certificates will be issued


                                     S-182


with original issue discount and that the other classes of Offered Certificates
will be issued at a premium for federal income tax purposes. See "Certain
Federal Income Tax Consequences--REMICs--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount" and "--Premium" in the accompanying
prospectus.

     Although unclear for federal income tax purposes, it is anticipated that
the Class XP Certificates will be considered to be issued with original issue
discount in an amount equal to the excess of all distributions of interest
expected to be received thereon (assuming the Weighted Average Net Mortgage
Rate changes in accordance with the Prepayment Assumption (as described
above)), over their issue price (including accrued interest, if any). Any
"negative" amounts of original issue discount on the Class XP Certificates
attributable to rapid prepayments with respect to the Mortgage Loans will not
be deductible currently, but may be offset against future positive accruals of
original issue discount, if any. Finally, a holder of any Class XP Certificate
may be entitled to a loss deduction to the extent it becomes certain that such
holder will not recover a portion of its basis in such Certificate, assuming no
further prepayments. In the alternative, it is possible that rules similar to
the "noncontingent bond method" of the OID Regulations may be promulgated with
respect to the Certificates.

     For purposes of accruing original issue discount, if any, determining
whether such original issue discount is de minimis and amortizing any premium
on the Offered Certificates, the Prepayment Assumption will be 0% CPR. See
"Yield and Maturity Considerations--Weighted Average Lives" herein. No
representation is made as to the rate, if any, at which the Mortgage Loans will
prepay.

     Prepayment Premiums actually collected will be distributed among the
holders of the respective classes of Certificates as described under
"Description of the Certificates--Distributions of Prepayment Premiums" in this
prospectus supplement. It is not entirely clear under the Code when the amount
of Prepayment Premiums so allocated should be taxed to the holder of an Offered
Certificate, but it is not expected, for federal income tax reporting purposes,
that Prepayment Premiums will be treated as giving rise to any income to the
holder of an Offered Certificate prior to the Master Servicer's actual receipt
of a Prepayment Premium. Prepayment Premiums, if any, may be treated as
ordinary income, although authority exists for treating such amounts as capital
gain if they are treated as paid upon the retirement or partial retirement of
an offered Certificate. Certificateholders should consult their own tax
advisers concerning the treatment of Prepayment Premiums.


CHARACTERIZATION OF INVESTMENTS IN OFFERED CERTIFICATES

     Generally, except to the extent noted below, the Offered Certificates will
be "real estate assets" within the meaning of Section 856(c)(5)(B) of the Code
for a real estate investment trust ("REIT") in the same proportion that the
assets of the Trust 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" within the meaning of
Section 856(c)(5)(B) of the Code. If 95% or more of the Mortgage Loans are
treated as assets described in Section 856(c)(5)(B) of the Code, the Offered
Certificates will be treated as such assets in their entirety. The Offered
Certificates will generally only be considered assets described in Section
7701(a)(19)(C) of the Code for a domestic building and loan association to the
extent that the Mortgage Loans are secured by residential property. It is
anticipated that as of the Cut-off Date, 17.4% and 10.7%, of the Initial Pool
Balance will represent Mortgage Loans secured by multifamily properties and
manufactured housing communities, respectively. None of the foregoing
characterizations will apply to the extent of any Mortgage Loans that have been
defeased. Accordingly, an investment in the Offered Certificates may not be
suitable for some thrift institutions. The Offered Certificates will be treated
as "qualified mortgages" for another REMIC under Section 860G(a)(3)(C) of the
Code. See "Description of the Mortgage Pool" in this prospectus supplement and
"Certain Federal Income Tax Consequences--REMICs--Characterization of
Investments in REMIC Certificates" in the accompanying prospectus.


                                     S-183


POSSIBLE TAXES ON INCOME FROM FORECLOSURE PROPERTY

     In general, the Special Servicer will be obligated to operate and manage
any Mortgaged Property acquired as REO Property in a manner that would, to the
extent commercially feasible, maximize the Trust's net after-tax proceeds from
such property. After the Special Servicer reviews the operation of such
property and consults with the REMIC Administrator to determine the Trust's
federal income tax reporting position with respect to income it is anticipated
that the Trust would derive from such property, the Special Servicer could
determine that it would not be commercially feasible to manage and operate such
property in a manner that would avoid the imposition of a tax on "net income
from foreclosure property" (generally, income not derived from renting or
selling real property) within the meaning of the REMIC provisions (an "REO
Tax"). To the extent that income the Trust receives from an REO Property is
subject to a tax on "net income from foreclosure property", such income would
be subject to federal tax at the highest marginal corporate tax rate (currently
35%). The determination as to whether income from an REO Property would be
subject to an REO Tax will depend on the specific facts and circumstances
relating to the management and operation of each REO Property. These
considerations will be of particular relevance with respect to any health care
facilities or hotels that become REO Property. Any REO Tax imposed on the
Trust's income from an REO Property would reduce the amount available for
distribution to Certificateholders. Certificateholders are advised to consult
their own tax advisors regarding the possible imposition of REO Taxes in
connection with the operation of commercial REO Properties by REMICs.


REPORTING AND OTHER ADMINISTRATIVE MATTERS

     Reporting of interest income, including any original issue discount, if
any, with respect to the Offered Certificates is required annually, and may be
required more frequently under Treasury regulations. These information reports
generally are required to be sent to individual holders of the Offered
Certificates and the IRS; holders of REMIC II Certificates that are
corporations, trusts, securities dealers and certain other non-individuals will
be provided interest and original issue discount income information and the
information set forth in the following paragraph upon request in accordance
with the requirements of the applicable regulations. The information must be
provided by the later of 30 days after the end of the quarter for which the
information was requested, or two weeks after the receipt of the request.
Reporting regarding qualification of the REMIC's assets as set forth above
under "--Characterization of Investments in Offered Certificates" will be made
as required under the Treasury regulations, generally on an annual basis.

     As applicable, the Offered Certificate information reports will include a
statement of the adjusted issue price of the Offered Certificate at the
beginning of each accrual period. In addition, the reports will include
information required by regulations with respect to computing the accrual of
any market discount. Because exact computation of the accrual of market
discount on a constant yield method would require information relating to the
holder's purchase price that the REMIC Administrator may not have, such
regulations only require that information pertaining to the appropriate
proportionate method of accruing market discount be provided.

     For further information regarding the federal income tax consequences of
investing in the Offered Certificates, see "Certain Federal Income Tax
Consequences--REMICs" in the accompanying prospectus.


                         CERTAIN ERISA CONSIDERATIONS

     A fiduciary of any retirement plan or other employee benefit plan or
arrangement, including individual retirement accounts and individual retirement
annuities, Keogh plans and collective investment funds and separate accounts in
which such plans, accounts or arrangements are invested, including insurance
company general accounts, that is subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code
(each, a "Plan") should carefully review with its legal advisors whether the
purchase or holding of Offered Certificates could give rise to a transaction
that is prohibited or is not otherwise permitted either


                                     S-184


under ERISA or Section 4975 of the Code or whether there exists any statutory
or administrative exemption applicable thereto. Certain fiduciary and
prohibited transaction issues arise only if the assets of the Trust constitute
"plan assets" for purposes of Part 4 of Title I of ERISA and Section 4975 of
the Code ("Plan Assets"). Whether the assets of the Trust will constitute Plan
Assets at any time will depend on a number of factors, including the portion of
any Class of Certificates that are held by "benefit plan investors" (as defined
in U.S. Department of Labor Regulation Section 2510.3-101).

     The U.S. Department of Labor issued individual prohibited transaction
exemptions to NationsBank Corporation (predecessor in interest to Bank of
America Corporation), Prohibited Transaction Exemption ("PTE") 93-31, Deutsche
Bank Securities Inc., Final Authorization Number 97-03E, Citigroup Global
Markets Inc., PTE 89-89, Goldman, Sachs & Co., PTE 89-88, and J.P. Morgan
Securities Inc., PTE 2002-19, each (except for PTE 2002-19, which was amended
separately) as amended by PTE 97-34, PTE 2000-58 and PTE 2002-41 (collectively,
the "Exemption"), which generally exempt from the application of the prohibited
transaction provisions of Sections 406(a) and (b) and 407(a) of ERISA, and the
excise taxes imposed on such prohibited transactions pursuant to Sections
4975(a) and (b) of the Code, certain transactions, among others, relating to
the servicing and operation of mortgage pools, such as the Mortgage Pool, and
the purchase, sale and holding of mortgage pass-through certificates, such as
the Offered Certificates, underwritten by an Exemption-Favored Party (as
hereinafter defined), provided that certain conditions set forth in the
Exemption are satisfied. "Exemption-Favored Party" shall include (a) Bank of
America Corporation, (b) each of the Underwriters, (c) any person directly or
indirectly, through one or more intermediaries, controlling, controlled by or
under common control with Bank of America Corporation (such as Banc of America
Securities LLC) or any other Underwriter, and (d) any member of the underwriting
syndicate or selling group of which a person described in (a), (b) or (c) is a
manager or co-manager with respect to the Offered Certificates.

     The Exemption sets forth five general conditions which must be satisfied
for a transaction involving the purchase, sale and holding of an Offered
Certificate to be eligible for exemptive relief thereunder. First, the
acquisition of such Offered Certificate by a Plan must be on terms that are at
least as favorable to the Plan as they would be in an arm's-length transaction
with an unrelated party. Second, such Offered Certificate at the time of
acquisition by the Plan must be rated in one of the four highest generic rating
categories by Fitch, Moody's Investors Service, Inc. ("Moody's"), or S&P.
Third, the Trustee cannot be an affiliate of any other member of the Restricted
Group other than an underwriter; the "Restricted Group" consists of any
Exemption-Favored Party, the Trustee, the Depositor, the Master Servicer, the
Special Servicer, any sub-servicer, the Mortgage Loan Sellers, any borrower
with respect to Mortgage Loans constituting more than 5% of the aggregate
unamortized principal balance of the Mortgage Pool as of the date of initial
issuance of the Certificates and any affiliate of any of the aforementioned
persons. Fourth, the sum of all payments made to and retained by the
Exemption-Favored Parties must represent not more than reasonable compensation
for underwriting the Offered Certificates; the sum of all payments made to and
retained by the Depositor pursuant to the assignment of the Mortgage Loans to
the Trust must represent not more than the fair market value of such
obligations; and the sum of all payments made to and retained by the Master
Servicer, the Special Servicer and any sub-servicer must represent not more
than reasonable compensation for such person's services under the Pooling and
Servicing Agreement and reimbursement of such person's reasonable expenses in
connection therewith. Fifth, the investing Plan must be an accredited investor
as defined in Rule 501(a)(1) of Regulation D of the Commission under the
Securities Act.

     A fiduciary of a Plan contemplating a purchase of any Class of Offered
Certificates in the secondary market must make its own determination that, at
the time of such purchase, such Certificate continues to satisfy the second and
third general conditions set forth above. A fiduciary of a Plan contemplating
purchasing any Class of Offered Certificates, whether in the initial issuance
of such Certificate or in the secondary market, must make its own determination
that the first and fourth general conditions set forth above will be satisfied
with respect to such Certificates as of the date of such purchase. A Plan's
authorizing fiduciary will be deemed to make a representation


                                     S-185


regarding satisfaction of the fifth general condition set forth above in
connection with the purchase of any Class of Offered Certificates.

     The Exemption also requires that the Trust meet the following
requirements: (i) the Trust Fund must consist solely of assets of the type that
have been included in other investment pools; (ii) certificates evidencing
interests in such other investment pools must have been rated in one of the
four highest categories of Fitch, Moody's or S&P for at least one year prior to
the Plan's acquisition of an Offered Certificate; and (iii) certificates
evidencing interests in such other investment pools must have been purchased by
investors other than Plans for at least one year prior to any Plan's
acquisition of such Certificate. The Depositor has confirmed to its
satisfaction that such requirements have been satisfied as of the date hereof.

     If the general conditions of the Exemption are satisfied, the Exemption
may provide an exemption from the restrictions imposed by Sections 406(a) and
407(a) of ERISA, as well as the excise taxes imposed by Sections 4975(a) and
(b) of the Code by reason of Sections 4975(c)(1)(A) through (D) of the Code, in
connection with (i) the direct or indirect sale, exchange or transfer of
Offered Certificates in the initial issuance of Offered Certificates between
the Depositor or an Exemption-Favored Party and a Plan when the Depositor, an
Exemption-Favored Party, the Trustee, the Master Servicer, the Special
Servicer, a sub-servicer, the Mortgage Loan Sellers or a borrower is a party in
interest (within the meaning of Section 3(14) of ERISA) or a disqualified
person (within the meaning of Section 4975(e)(2) of the Code) (a "Party in
Interest") with respect to the investing Plan, (ii) the direct or indirect
acquisition or disposition in the secondary market of the Offered Certificates
by a Plan and (iii) the continued holding of the Offered Certificates by a
Plan. However, no exemption is provided from the restrictions of Sections
406(a)(1)(E), 406(a)(2) and 407 of ERISA for the acquisition or holding of an
Offered Certificate on behalf of an Excluded Plan (as defined in the next
sentence) by any person who has discretionary authority or renders investment
advice with respect to the assets of such Excluded Plan. For purposes hereof,
an "Excluded Plan" is a Plan sponsored by any member of the Restricted Group.

     Moreover, if the general conditions of the Exemption, as well as certain
other specific conditions set forth in the Exemption, are satisfied, the
Exemption may also provide an exemption from the restrictions imposed by
Sections 406(b)(1) and (b)(2) of ERISA, and the excise taxes imposed by
Sections 4975(a) and (b) of the Code by reason of Section 4975(c)(1)(E) of the
Code, in connection with (1) the direct or indirect sale, exchange or transfer
of the Offered Certificates in the initial issuance of the Offered Certificates
between the Depositor or an Exemption-Favored Party and a Plan when the person
who has discretionary authority or renders investment advice with respect to
the investment of Plan assets in such Certificates is (a) a borrower with
respect to 5% or less of the fair market value of the Mortgage Pool or (b) an
affiliate of such a person, (2) the direct or indirect acquisition or
disposition in the secondary market of Offered Certificates by a Plan and (3)
the continued holding of the Offered Certificates by a Plan.

     Further, if the general conditions of the Exemption, as well as certain
other conditions set forth in the Exemption, are satisfied, the Exemption may
provide an exemption from the restrictions imposed by Sections 406(a), 406(b)
and 407(a) of ERISA, and the excise taxes imposed by Sections 4975(a) and (b)
of the Code by reason of Section 4975(c) of the Code, for transactions in
connection with the servicing, management and operation of the Mortgage Pool.

     Lastly, if the general conditions of the Exemption are satisfied, the
Exemption also may provide an exemption from the restrictions imposed by
Sections 406(a) and 407(a) of ERISA, and the excise taxes imposed by Sections
4975(a) and (b) of the Code by reason of Sections 4975(c)(1) (A) through (D) of
the Code, if such restrictions are deemed to otherwise apply merely because a
person is deemed to be a Party in Interest with respect to an investing Plan by
virtue of providing services to the Plan (or by virtue of having certain
specified relationships to such a person) solely as a result of the Plan's
ownership of Offered Certificates.

     Before purchasing an Offered Certificate, a fiduciary of a Plan should
itself confirm that (i) the Offered Certificates constitute "securities" for
purposes of the Exemption and (ii) the specific and general conditions and the
other requirements set forth in the Exemption would be satisfied. In


                                     S-186


addition to making its own determination as to the availability of the
exemptive relief provided in the Exemption, the Plan fiduciary should consider
the availability of any other prohibited transaction class exemptions. See
"Certain ERISA Considerations" in the accompanying prospectus. There can be no
assurance that any such class exemptions will apply with respect to any
particular Plan investment in the Offered Certificates or, even if it were
deemed to apply, that any exemption would apply to all transactions that may
occur in connection with such investment.

     A governmental plan as defined in Section 3(32) of ERISA is not subject to
Title I of ERISA or Section 4975 of the Code. However, such a governmental plan
may be subject to a federal, state or local law which is, to a material extent,
similar to the foregoing provisions of ERISA or the Code ("Similar Law"). A
fiduciary of a governmental plan should make its own determination as to the
need for and the availability of any exemptive relief under Similar Law.

     Any Plan fiduciary considering whether to purchase an Offered Certificate
on behalf of a Plan should consult with its counsel regarding the applicability
of the fiduciary responsibility and prohibited transaction provisions of ERISA
and the Code to such investment.

     The sale of Offered Certificates to a Plan is in no respect a
representation by the Depositor or the Underwriters that this investment meets
all relevant legal requirements with respect to investments by Plans generally
or by any particular Plan, or that this investment is appropriate for Plans
generally or for any particular Plan.


                               LEGAL INVESTMENT

     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 certificates, is subject to
significant interpretive uncertainties.

     No representations are made as to the proper characterization of the
Offered Certificates for legal investment, financial institution regulatory or
other purposes, or as to the ability of particular investors to purchase the
Offered Certificates under applicable legal investment or other restrictions.
The uncertainties described above (and any unfavorable future determinations
concerning the legal investment or financial institution regulatory
characteristics of the offered certificates) may adversely affect the liquidity
of the offered certificates.

     Accordingly, all investors whose investment activities are subject to
legal investment laws and regulations, regulatory capital requirements or
review by regulatory authorities should consult with their own legal advisors
in determining whether and to what extent the Offered Certificates constitute
legal investments for them or are subject to investment, capital or other
restrictions.

     See "Legal Investment" in the accompanying prospectus.

                                     S-187



                            METHOD OF DISTRIBUTION

     Subject to the terms and conditions set forth in the underwriting
agreement (the "Underwriting Agreement") among the Depositor and Banc of
America Securities LLC ("Banc of America"), Deutsche Bank Securities Inc.
("Deutsche Bank"), Citigroup Global Markets Inc. ("Citigroup"), Goldman, Sachs
and Co. ("Goldman") and J.P. Morgan Securities Inc. ("JPMorgan") (collectively,
the "Underwriters"), the Depositor has agreed to sell to each of Banc of
America, Deutsche Bank, Citigroup, Goldman Sachs and JPMorgan and each of Banc
of America, Deutsche Bank, Citigroup, Goldman Sachs and JPMorgan has agreed to
purchase, severally but not jointly, the respective Certificate Balances or
Notional Amount as applicable, of each Class of the Offered Certificates as set
forth below subject in each case to a variance of 10%.




                         BANC OF AMERICA     DEUTSCHE BANK       CITIGROUP      GOLDMAN SACHS       JPMORGAN
                        -----------------   ---------------   --------------   ---------------   --------------

Class A-1 ...........      $ 38,400,000      $ 19,200,000      $                 $                $
Class A-2 ...........      $137,273,333      $ 68,636,667      $15,000,000       $15,000,000      $15,000,000
Class A-3 ...........      $173,584,667      $ 86,792,333      $15,000,000       $15,000,000      $15,000,000
Class A-AB ..........      $ 30,360,000      $ 15,180,000      $                 $                $
Class A-4 ...........      $125,778,000      $ 62,889,000      $                 $                $
Class A-1A ..........      $161,072,667      $ 80,536,333      $                 $                $
Class A-J ...........      $ 60,160,667      $ 30,080,333      $                 $                $
Class XP ............      $887,801,333      $443,900,667      $                 $                $
Class B .............      $ 26,107,333      $ 13,053,667      $                 $                $
Class C .............      $  9,080,667      $  4,540,333      $                 $                $
Class D .............      $ 14,756,667      $  7,378,333      $                 $                $


     With respect to the Offered Certificates, Banc of America and Deutsche
Bank are acting as co-lead managers and joint bookrunners Citigroup, Goldman
Sachs and JPMorgan are each acting as co-managers, and Banc of America will be
the sole bookrunner for any other classes of certificates, none of which are
offered by this prospectus supplement.

     Banc of America is an affiliate of the Depositor. Proceeds to the
Depositor from the sale of the Offered Certificates, before deducting expenses
payable by the Depositor, will be an amount equal to approximately 103.90% of
the initial aggregate Certificate Balance of the Offered Certificates, plus
accrued interest on all of the Offered Certificates, before deducting expenses
payable by the Depositor.

     Distribution of the Offered Certificates will be made by the Underwriters
from time to time in negotiated transactions or otherwise at varying prices to
be determined at the time of sale. The Underwriters may effect such
transactions by selling the Offered Certificates to or through dealers, and
such dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the Underwriters. In connection with the
purchase and sale of the Offered Certificates, the Underwriters may be deemed
to have received compensation from the Depositor in the form of underwriting
discounts. The Underwriters and any dealers that participate with the
Underwriters in the distribution of the Offered Certificates may be deemed to
be underwriters and any profit on the resale of the Offered Certificates
positioned by them may be deemed to be underwriting discounts and commissions
under the Securities Act.

     Purchasers of the Offered Certificates, including dealers, may, depending
on the facts and circumstances of such purchases, 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 such reoffer or
sale.

     The Depositor also has been advised by the Underwriters that the
Underwriters presently intend to make a market in the Offered Certificates;
however, the Underwriters have no obligation to do so, any market making may be
discontinued at any time and there can be no assurance that an active public
market for the Offered Certificates will develop. See "Risk Factors--Risks
Related to


                                     S-188


the Certificates--Liquidity for Certificates May Be Limited" in this prospectus
supplement and "Risk Factors--Limited Liquidity of Certificates" in the
accompanying prospectus.

     The Depositor and each Mortgage Loan Seller have agreed to indemnify the
Underwriters and each person, if any, who controls the Underwriters within the
meaning of Section 15 of the Securities Act against, or make contributions to
the Underwriters and the such controlling person with respect to, certain
liabilities, including certain liabilities under the Securities Act. Each
Mortgage Loan Seller has agreed to indemnify the Depositor, its officers and
directors, the Underwriters and each person, if any, who controls the Depositor
or the Underwriters within the meaning of Section 15 of the Securities Act,
with respect to certain liabilities, including certain liabilities under the
Securities Act, relating to the Mortgage Loans sold by the related Mortgage
Loan Seller.


                                 LEGAL MATTERS

     Certain legal matters will be passed upon for the Depositor by Cadwalader,
Wickersham & Taft LLP, Charlotte, North Carolina and for the Underwriters by
Thacher Proffitt & Wood LLP, New York, New York.


                                    RATINGS

     It is a condition to their issuance that the Offered Certificates receive
the credit ratings indicated below from Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc. ("S&P") and Moody's Investors
Service, Inc. ("Moody's", and, together with S&P, the "Rating Agencies"):




CLASS                                                           S&P     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-1A .................................................    AAA       Aaa
Class A-J ..................................................    AAA       Aaa
Class XP ...................................................    AAA       Aaa
Class B ....................................................     AA       Aa2
Class C ....................................................    AA-       Aa3
Class D ....................................................     A        A2


     The ratings of the Offered Certificates address the likelihood of the
timely receipt by holders thereof of all payments of interest to which they are
entitled on each Distribution Date and the ultimate receipt by holders thereof
of all payments of principal to which they are entitled by the Distribution
Date in November 2041 (the "Rated Final Distribution Date"). The ratings take
into consideration the credit quality of the Mortgage Pool, structural and
legal aspects associated with the Certificates, and the extent to which the
payment stream from the Mortgage Pool is adequate to make payments of principal
and/or interest, as applicable, required under the Offered Certificates. The
ratings of the Offered Certificates do not, however, represent any assessments
of (i) the likelihood or frequency of voluntary or involuntary principal
prepayments on the Mortgage Loans, (ii) the degree to which such prepayments
might differ from those originally anticipated, (iii) whether and to what
extent Prepayment Premiums will be collected on the Mortgage Loans in
connection with such prepayments or the corresponding effect on yield to
investors or (iv) whether and to what extent Default Interest will be received
or Net Aggregate Prepayment Interest Shortfalls will be realized.

     There is no assurance that any rating assigned to the Offered Certificates
by a Rating Agency will not be lowered, qualified (if applicable) or withdrawn
by such Rating Agency, if, in its judgment, circumstances so warrant. There can
be no assurance as to whether any rating agency not


                                     S-189


requested to rate the Offered Certificates will nonetheless issue a rating to
any Class thereof and, if so, what such rating would be. In this regard, 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 thereto by S&P or Moody's.


     The ratings on the Offered Certificates should be evaluated independently
from similar ratings on other types of securities. A security rating is not a
recommendation to buy, sell or hold securities and may be subject to revision
or withdrawal at any time by the assigning rating agency. See "Risk
Factors--Limited Nature of Ratings" in the accompanying prospectus.





























                                     S-190



                         INDEX OF PRINCIPAL DEFINITIONS

2004 BPC1 Pooling and Servicing
   Agreement ................................            S-86
30/360 Basis ................................            S-80
Accrued Certificate Interest ................           S-154
ACMs ........................................            S-97
Actual/360 Basis ............................            S-80
Actual/360 Mortgage Loan ....................            S-80
Additional Trust Fund Expenses ..............           S-160
Administrative Fee Rate .....................      S-141, A-1
Administrative Fees .........................           S-172
Advance Interest ............................           S-164
Advances ....................................           S-122
Annual Debt Service .........................             A-1
Annualized Most Recent ......................             A-3
Appraisal Date ..............................            S-99
Appraisal Reduction Amount ..................           S-164
Appraisal Trigger Event .....................           S-164
Appraisal Value .............................             A-1
Approval Provisions .........................           S-115
Asset Status Report .........................           S-112
Assumed Monthly Payment .....................           S-157
Balloon .....................................             A-1
Balloon Loan ................................            S-80
Balloon Payment .............................            S-80
Balloon Payment Interest Shortfall ..........           S-120
Banc of America .............................           S-188
Bank of America .............................            S-78
Bank of America Center Fiscal
   Agent ....................................            S-86
Bank of America Center Intercreditor
   Agreement ................................            S-86
Bank of America Center Master
   Servicer .................................            S-86
Bank of America Center Mortgaged
   Property .................................            S-86
Bank of America Center Note A-1
   Junior Portion ...........................            S-86
Bank of America Center Note A-1
   Senior Portion ...........................            S-86
Bank of America Center Pari Passu
   Note A-1 .................................            S-86
Bank of America Center Pari Passu
   Note A-1 Depositor .......................            S-86
Bank of America Center Pari Passu
   Note A-1 Noteholder ......................            S-86
Bank of America Center Pari Passu
   Note A-1 Trust ...........................            S-86
Bank of America Center Pari Passu
   Note A-2 .................................            S-86
Bank of America Center Pari Passu
   Note A-2 Noteholder ......................            S-86
Bank of America Center Pari Passu
   Note A-3 .................................            S-86
Bank of America Center Pari Passu
   Note A-3 Mortgage Loan ...................            S-13
Bank of America Center Pari Passu
   Note A-3 Noteholder ......................            S-86
Bank of America Center Pari Passu
   Noteholder ...............................            S-86
Bank of America Center Pari Passu
   Noteholders ..............................            S-86
Bank of America Center Pooling and
   Servicing Agreement ......................      S-13, S-86
Bank of America Center Purchase
   Option Holder ............................            S-91
Bank of America Center Repurchase
   Price ....................................            S-91
Bank of America Center Special
   Servicer .................................            S-86
Bank of America Center Trustee ..............            S-86
Bank of America Center Whole
   Loan .....................................            S-86
Bank of America Mortgage Loans ..............            S-78
Base Interest Fraction ......................           S-157
BC Control Appraisal Period .................           S-114
BC Controlling Class ........................           S-113
BC Controlling Class Holder .................           S-113
BC Controlling Holder .......................           S-113
BOA-CMSG ....................................           S-117
BOFA ........................................            S-78
Cash Flow ...................................             A-1
CBA B Notes .................................            S-92
CBA Mortgage Loans ..........................            S-92
CBA Whole Loan ..............................            S-92
CBE .........................................           S-181
Certificate Balance .........................           S-134
Certificate Owner ...........................    S-133, S-168
Certificate Registrar .......................           S-134
Citigroup ...................................           S-188
Class .......................................           S-133
Class A Senior Certificates .................           S-133
Class A-AB Planned Principal
   Balance ..................................           S-156
Class CS Certificates .......................           S-133
Class RP Certificates .......................     S-16, S-133
Class X Certificates ........................           S-133
Class XC Strip Rates ........................           S-139
Class XP (Class F) Fixed Strip Rate .........     S-19, S-138
Class XP (Class G) Fixed Strip Rate .........     S-19, S-138

                                     S-191



Class XP Strip Rates ....................          S-138
CMSA NOI Adjustment Worksheet ...........          S-168
CMSA Operating Statement Analysis
   Report ...............................          S-168
Code ....................................          S-103
Collateral Substitution Deposit .........           S-82
Collection Period .......................    S-11, S-141
Commercial Loan .........................           S-79
Commercial Mortgaged Property ...........           S-79
Compensating Interest Payment ...........          S-119
Component Mortgage Loan REMIC............          S-182
Controlling Class .......................          S-113
Controlling Class Certificateholder .....          S-113
Corrected Mortgage Loan .................          S-111
Cross-Collateralized Mortgage Loan.......           S-79
CS Accrued Component Interest ...........          S-143
CS Component Distributable
   Interest .............................          S-143
CS Component Mortgage Loan ..............           S-85
CS Component Principal
   Entitlement ..........................          S-143
CS Control Appraisal Period .............          S-114
CS Controlling Holder ...................          S-114
CS Controlling Party ....................          S-114
CS Post-Default Excess Interest
   Amount ...............................          S-143
CS Principal Distribution Amount ........          S-144
CS Senior Balance .......................          S-137
CS Senior Component .....................           S-85
CS Senior Component Principal
   Distribution Amount ..................          S-142
CS Subordinate Balance ..................          S-137
CS Subordinate Component ................           S-85
Cut-off Date ............................     S-10, S-78
Cut-off Date Balance ....................           S-78
Cut-off Date Loan-to-Value Ratio ........            A-2
Cut-off Date LTV ........................            A-2
Cut-off Date LTV Ratio ..................            A-2
Default Charges .........................          S-122
Default Interest ........................          S-122
Defaulted Mortgage Loan .................          S-127
DEFEASANCE ..............................            A-2
Defeasance Lock-Out Period ..............           S-82
Defeasance Option .......................           S-82
Definitive Certificate ..................          S-133
Delivery Date ...........................    S-10, S-133
Depositor ...............................           S-10
Determination Date ......................    S-11, S-141
Deutsche Bank ...........................          S-188
Directing Certificateholder .............          S-113
Discount Rate ...........................            A-2
Distributable Certificate Interest ......          S-154
Distribution Date .......................    S-11, S-142
Distribution Date Statement .............          S-166
DLP .....................................          S-177
DTC .....................................          S-133
Due Date ................................           S-80
Emergency Advance .......................          S-123
Environmental Report ....................           S-97
ERISA ...................................          S-184
Excess Liquidation Proceeds .............          S-154
Excess Liquidation Proceeds Reserve
   Account ..............................          S-154
Excluded Plan ...........................          S-186
Exemption ...............................          S-185
Exemption-Favored Party .................          S-185
Expenses ................................            A-1
Fitch ...................................          S-118
Form 8-K ................................          S-109
Full Year ...............................            A-3
Full Year Cash Flow .....................            A-2
Full Year End Date ......................            A-2
Full Year Expenses ......................            A-2
Full Year Revenues ......................            A-2
Fully Amortizing ........................            A-2
GAAP ....................................            A-2
GACC ....................................           S-78
GACC Mortgage Loans .....................           S-78
GECC ....................................           S-78
GECC Mortgage Loans .....................           S-78
Goldman .................................          S-188
Group 1 Balance .........................           S-78
Group 1 Principal Distribution
   Amount ...............................          S-155
Group 2 Balance .........................           S-78
Group 2 Principal Distribution
   Amount ...............................          S-155
Group Balance ...........................           S-78
Group Balances ..........................           S-78
Holdback Loan ...........................            A-7
ICG Portfolio B Note ....................           S-92
ICG Portfolio Mortgage Loan .............           S-92
ICG Portfolio Whole Loan ................           S-92
Initial Certificate Balance .............          S-177
Initial Pool Balance ....................           S-78
Initial Resolution Period ...............          S-103
Int Diff (BEY) ..........................            A-3
Int Diff (MEY) ..........................            A-4
Int Diff (MEY) - G ......................            A-4
Interest Only ...........................            A-2
Interest Reserve Account ................          S-160
IO, Balloon .............................            A-2

                                     S-192



JPMorgan ..............................           S-188
Leasable Square Footage ...............             A-2
Liquidation Fee .......................           S-121
Liquidation Fee Rate ..................           S-121
LNR ...................................           S-118
Loan Group 1 ..........................            S-78
Loan Group 2 ..........................            S-78
Loan Groups ...........................            S-78
Lock-out Period .......................            S-81
LOP ...................................           S-177
MAI ...................................            S-99
Major Tenants .........................            S-95
Master Servicer .......................            S-10
Master Servicer Remittance Date .......           S-160
Master Servicing Fee ..................           S-119
Master Servicing Fee Rate .............           S-119
Maturity ..............................             A-2
Maturity Assumptions ..................           S-177
Maturity Date .........................             A-2
Maturity Date Balance .................             A-2
Maturity Date Loan-to-Value Ratio .....             A-3
Maturity Date LTV .....................             A-3
MERS ..................................            S-79
Modified Mortgage Loan ................           S-166
Money Rates ...........................           S-163
Monthly Interest Shortfall ............             A-4
Monthly Payments ......................            S-80
Moody's ...............................    S-185, S-189
Mortgage ..............................            S-78
Mortgage Loan Purchase and Sale
   Agreement ..........................           S-106
Mortgage Loan Schedule ................           S-106
Mortgage Loan Sellers .................            S-10
Mortgage Loans ........................            S-78
Mortgage Note .........................            S-78
Mortgage Pool .........................            S-78
Mortgage Rate .........................            S-80
Mortgaged Property ....................            S-78
Most Recent Cash Flow .................             A-3
Most Recent End Date ..................             A-3
Most Recent Expenses ..................             A-3
Most Recent Financial End Date ........             A-3
Most Recent Revenues ..................             A-3
Most Recent Statement Type ............             A-3
Multifamily Loan ......................            S-78
Multifamily Mortgaged Property ........            S-78
Net Aggregate Prepayment Interest
   Shortfall ..........................           S-154
Net Mortgage Rate .....................           S-141
Net Rentable Area (SF) ................             A-2
Non-Partitioned Mortgage Loans ........            S-93
Nonrecoverable Advances ...............           S-161
Nonrecoverable P&I Advance ............           S-161
Nonrecoverable Servicing Advance ......           S-123
Non-Specially Serviced Mortgage
   Loan ...............................           S-124
Notional Amount .......................           S-135
NPV (MEY) .............................             A-3
Occupancy % ...........................             A-4
Occupancy Percent .....................             A-4
Offered Certificates ..................           S-133
OPEN ..................................             A-5
Open Period ...........................            S-81
Operating Advisor .....................           S-114
Option Price ..........................           S-127
Pads ..................................             A-5
Participants ..........................           S-134
Party in Interest .....................           S-186
Payment After Determination Date
   Report .............................           S-166
Periodic Treasury Yield ...............             A-5
Permitted Encumbrances ................           S-106
Permitted Investments .................           S-119
Plan ..................................           S-184
Plan Assets ...........................           S-185
PML ...................................           S-101
Pooling and Servicing Agreement .......           S-133
Post CAP Loans ........................            S-93
Prepayment Interest Excess ............           S-119
Prepayment Interest Shortfall .........           S-119
Prepayment Premium ....................            S-81
Prepayment Premium Period .............            S-81
Primary Collateral ....................           S-105
prime rate ............................           S-163
Principal Distribution Amount .........           S-155
Private Certificates ..................           S-133
PTE ...................................           S-185
Purchase Option .......................           S-127
Purchase Price ........................           S-103
P&I Advance ...........................           S-161
Qualified Substitute Mortgage Loan.....           S-103
Rated Final Distribution Date .........           S-189
Rating Agencies .......................           S-189
Realized Losses .......................           S-159
Record Date ...........................     S-11, S-142
Reimbursement Rate ....................           S-163
REIT ..................................           S-183
Related Loans .........................             A-5
Related Proceeds ......................           S-123
Release Date ..........................            S-82
REMIC .................................           S-182
REMIC Administrator ...................           S-172

                                     S-193



REMIC I ..................................    S-182
REMIC II .................................    S-182
REMIC II Certificates ....................    S-133
REMIC Residual Certificates ..............    S-133
REO Extension ............................    S-128
REO Loan .................................    S-159
REO Property .............................    S-110
REO Tax ..................................    S-184
Replacement Treasury Rate ................      A-4
Required Appraisal Loan ..................    S-164
Resolution Extension Period ..............    S-103
Restricted Group .........................    S-185
Revenues .................................      A-1
Rooms ....................................      A-5
RP Accrued Component Interest ............    S-146
RP Component Distributable
   Interest ..............................    S-146
RP Component Mortgage Loan ...............     S-85
RP Component Principal
   Entitlement ...........................    S-146
RP Control Appraisal Period ..............    S-114
RP Controlling Class .....................    S-114
RP Controlling Holder ....................    S-114
RP Controlling Party .....................    S-114
RP Post-Default Excess Interest
   Amount ................................    S-146
RP Principal Distribution Amount .........    S-146
RP Senior Balance ........................    S-138
RP Senior Component ......................     S-85
RP Senior Component Principal
   Distribution Amount ...................    S-144
RP Subordinate Balance ...................    S-138
RP Subordinate Components ................     S-85
RP-1 Component ...........................     S-85
RP-2 Component ...........................     S-85
RP-3 Component ...........................     S-85
RP-4 Component ...........................     S-85
Senior Certificates ......................    S-133
Sequential Pay Certificates ..............    S-133
Servicing Advances .......................    S-122
Servicing Standard .......................    S-110
Servicing Transfer Event .................    S-110
Settlement Date ..........................    S-177
Similar Law ..............................    S-187
Special Actions ..........................    S-114
Special Servicer .........................     S-10
Special Servicing Fee ....................    S-120
Special Servicing Fee Rate ...............    S-120
Specially Serviced Mortgage Loan .........    S-110
Stated Principal Balance .................    S-141
Subordinate Certificates .................    S-149
Sub-Servicer .............................    S-118
Sub-Servicing Agreement ..................    S-118
Sub-Servicing Fee Rate ...................      A-1
Substitution Shortfall Amount ............    S-103
Summit Place Apartments B Note ...........     S-92
Summit Place Apartments Mortgage
   Loan ..................................     S-92
Summit Place Apartments Whole
   Loan ..................................     S-92
S&P ......................................    S-189
Trailing 12 Months .......................      A-3
Trust ....................................    S-133
Trust Fund ...............................    S-133
Trustee ..................................     S-10
Trustee Fee ..............................    S-172
Underwriters .............................    S-188
Underwriting Agreement ...................    S-188
Underwriting Cash Flow ...................      A-5
Underwriting Debt Service Coverage
   Ratio .................................      A-5
Underwriting DSCR ........................      A-5
Underwritten Cash Flow ...................      A-5
Underwritten Debt Service Coverage
   Ratio .................................      A-5
Underwritten DSCR ........................      A-5
Units ....................................      A-5
UPB ......................................      A-5
USPAP ....................................     S-99
UST ......................................     S-98
U/W Cash Flow ............................      A-5
U/W DSCR .................................      A-5
U/W Expenses .............................      A-5
U/W Replacement Reserves .................      A-6
U/W Replacement Reserves Per
   Unit ..................................      A-6
U/W Revenues .............................      A-5
Voting Rights ............................    S-170
Weighted Average Net Mortgage
   Rate ..................................    S-140
Weighted Averaged Life ...................      A-4
Wells Fargo ..............................    S-172
Withheld Amount ..........................    S-160
Workout Fee ..............................    S-121
Workout Fee Rate .........................    S-121
Workout-Delayed Reimbursement
   Amount ................................    S-163
Yield Rate ...............................      A-4
YM .......................................      A-6
YMP ......................................    S-177


                                     S-194

                                     ANNEX A
                  CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS



                        LOAN           LOAN        LOAN
   SEQUENCE            NUMBER          GROUP       SELLER    PROPERTY NAME
   --------            ------          -----       ------    -------------

       1               GA20599           2         GACC      Ocean Residences

      2.1             760032557          2         GERE      Princeton Court Apartments
      2.2             760032557          2         GERE      Princeton Arms Apartments
       2              760032557          2         GERE      PRINCETON ARMS & COURT (ROLL UP)

       3                58206            1         BOFA      Abbey West Apartments
       4                57487            1         BOFA      Sterling University Villa
       5                58340            2         BOFA      Acerno Villas Apartments
       6              760032873          2         GERE      Saddlebrook Apartments
       7                58396            2         BOFA      AMLI Timberglen
       8              760033071          2         GERE      Huntington Apartments

      9.1             DBM20554           1         GACC      304 East 89th Street
      9.2             DBM20554           1         GACC      406 East 64th Street
       9              DBM20554           1         GACC      ANNUNZIATA MULTIFAMILY PORTFOLIO I (ROLL UP)
     10.1             DBM20555           1         GACC      308 West 109th Street
     10.2             DBM20555           1         GACC      462 West 51st Street
      10              DBM20555           1         GACC      ANNUNZIATA MULTIFAMILY PORTFOLIO II (ROLL UP)
                                                             SUB-TOTAL CROSSED LOANS

      11              760032702          2         GERE      Quail Run / Southpointe
      12              760032898          2         GERE      Summit Place Apartments
      13              760032111          2         GERE      Cascades Apts - Phoenix, AZ
      14                55832            2         BOFA      CLK - Paddock Place Apartments
      15              DBM20218           2         GACC      Country Club Ridge
      16              760033784          2         GERE      Fairmeadow Apartments
      17              760033033          2         GERE      North Oak Apartments
      18              760032429          2         GERE      Brook Lyn Apartments
      19                58296            1         BOFA      Simon - Cheltenham Square Mall

      20              DBM20193           1         GACC      Congressional Village
      21              DBM20192           1         GACC      Jefferson at Congressional (Land)
                                                             SUB-TOTAL CROSSED LOANS

      22                58118            1         BOFA      James River Towne Center
      23                58421            1         BOFA      Koreatown Galleria
      24              760033366          1         GERE      Plaza 205
      25                58312            1         BOFA      The Falls at Ocotillo
      26              760033841          1         GERE      Roswell Village
      27                58317            1         BOFA      Richmond Hill Road Plaza
      28              760032781          1         GERE      Fredericksburg Westwood Center Retail
      29              760033463          1         GERE      Bluffton Commons
      30              760032500          1         GERE      Village of Woodland Hills
      31                58384            1         BOFA      Villa Monaco Shopping Center
      32                58275            1         BOFA      Beach Western Commons
      33                58310            1         BOFA      Home Depot Center
      34              760032844          1         GERE      Prescott Valley Shopping Center
      35                58383            1         BOFA      Shoppes at Victoria Square
      36                58137            1         BOFA      The Marketplace at Hollywood Park
      37                58129            1         BOFA      Santa Rosa Plaza
      38                58091            1         BOFA      Milledgeville Shops
      39              760032563          1         GERE      Park Place Shopping Center
      40              760032538          1         GERE      Arts Industria Building
      41              760032349          1         GERE      Brookhollow Village Shopping Center
      42                58192            1         BOFA      West Marine Plaza
      43                58202            1         BOFA      Walgreens - Sacramento, CA
      44                58358            1         BOFA      Office Depot/ Michael's
      45                58367            1         BOFA      Sonterra Park Market
      46              DBM20423           1         GACC      Dutch Village
      47              760032273          1         GERE      Smoky Hill Town Center Phase II
      48              760032361          1         GERE      Texas Station Shopping Center
      49              760032371          1         GERE      Beechnut
      50                58399            1         BOFA      Bank of America Center

     51.1             760032545          1         GERE      2115 Wisconsin Avenue, NW
     51.2             760032545          1         GERE      1600 K Street,  NW
      51              760032545          1         GERE      ICG PORTFOLIO (ROLL UP)

      52              DBM20357           1         GACC      Corporate Center
      53              760032482          1         GERE      Omega Corporate Center

     54.1               57840            1         BOFA      Sunrise Medical Tower I
     54.2               57840            1         BOFA      Sunrise Medical Tower II
      54                57840            1         BOFA      SUNRISE MEDICAL TOWER I & II (ROLL UP)
      55                57839            1         BOFA      Sunrise Medical Tower III
      56                57842            1         BOFA      Sunrise Medical Tower V
      57                57843            1         BOFA      Sunrise Medical Tower IV
                                                             SUB-TOTAL CROSSED LOANS

      58                58419            1         BOFA      Medical Mutual of Ohio - Toledo
      59              760032106          1         GERE      Riverview Plaza
      60              760032704          1         GERE      Truxtun Avenue
      61                57851            1         BOFA      Medical Family Health Center
      62              760033688          1         GERE      3100 Weslayan
      63                57855            1         BOFA      Black Hills Medical Park
      64              760032628          1         GERE      North County Corporate Center
      65                58054            1         BOFA      L'Oreal Warehouse
      66                58144            1         BOFA      Tamal Vista Warehouse
      67              760032489          1         GERE      Commonwealth Commerces Center

     68.1             760032401          1         GERE      10 Alvin Court
     68.2             760032401          1         GERE      1 Kimberly Road
      68              760032401          1         GERE      1 KIMBERLY ROAD & 10 ALVIN COURT (ROLL UP)

      69              760032649          1         GERE      Rush Creek II
      70                58381            1         BOFA      TRAK Microwave Industrial Building
      71              760032537          1         GERE      Stor All - Tchoupitoulas
      72              760032540          1         GERE      Stor All - Gentilly
      73                58435            1         BOFA      All Storage Mustang Road
      74              760032832          1         GERE      Storage USA - Savi Ranch
      75                58404            1         BOFA      Cypress Self Storage
      76              760032543          1         GERE      Malibu Self Storage
      77                58386            1         BOFA      A-1 North Hollywood Self Storage
      78              760032730          1         GERE      Storage USA Waldorf
      79                58357            1         BOFA      Nob Hill Self Storage
      80              760032835          1         GERE      Boulder Bins Self Storage
      81              760032833          1         GERE      American Self Storage
      82              760032834          1         GERE      Ross Valley Self Storage
      83              760032660          1         GERE      Summit Plaza Self Storage
      84              760032929          1         GERE      Storage USA - Tamarisk
      85              760032235          1         GERE      Power Self Storage
      86              760032565          1         GERE      Storage One at Tenaya
      87              760032967          1         GERE      Lockaway SS - Hollywood
      88              760032181          1         GERE      Storage Choice Sugar Land
      89              760032179          1         GERE      Storage Choice - Pearland
      90                58387            1         BOFA      A-1 Santa Ana Self Storage
      91              760033072          1         GERE      Redline Self Storage
      92              760032184          1         GERE      Storage Columbus Macon Road
      93               GA20413           1         GACC      Charles Square
      94               GA20315           1         GACC      Rentar Plaza

     95.1               58215            1         BOFA      Sun Communities Portfolio 4 - Lafayette Place
     95.2               58215            1         BOFA      Sun Communities Portfolio 4 - Lake San Marino
     95.3               58215            1         BOFA      Sun Communities Portfolio 4 - Lake Juliana Landings
     95.4               58215            1         BOFA      Sun Communities Portfolio 4 - Four Seasons
      95                58215            1         BOFA      SUN COMMUNITIES PORTFOLIO 4 (ROLL UP)
      96                58216            1         BOFA      Sun Communities - Southfork
                                                             SUB-TOTAL CROSSED LOANS

     97.1               58232            1         BOFA      Sun Communities Portfolio 13 - Siesta Bay
     97.2               58232            1         BOFA      Sun Communities Portfolio 13 - Candlelight Village
      97                58232            1         BOFA      SUN COMMUNITIES PORTFOLIO 13 (ROLL UP)
      98                58212            1         BOFA      Sun Communities - Bonita Lake
                                                             SUB-TOTAL CROSSED LOANS

      99                58258            2         BOFA      Zeman Portfolio - Alpine Village
      100               58284            1         BOFA      Zeman Portfolio - Shady Oaks I & II
      101               58282            1         BOFA      Zeman Portfolio - Pleasant Valley MHC and Self Storage
      102               58262            2         BOFA      Zeman Portfolio - Edgebrook
      103               58270            2         BOFA      Zeman Portfolio - Maple Grove Estates
      104               58290            2         BOFA      Zeman Portfolio - Valley Oaks
      105               58261            2         BOFA      Zeman Portfolio - Colonial Estates
      106               58287            1         BOFA      Zeman Portfolio - Sunny Acres
      107             760032689          1         GERE      Kennedy Meadows MHC
      108             760033701          1         GERE      Courtyard Springfield
      109               58448            1         BOFA      Hampton Inn - Colton, CA
----------------------------------------------------------------------------------------------------------------------------------

==================================================================================================================================






  SEQUENCE     PROPERTY ADDRESS                                                                  COUNTY
  --------     ----------------                                                                  ------

      1        One West Street                                                                   New York

     2.1       Estates Boulevard off Whitehorse Mercervile Road                                  Mercer
     2.2       8 Dorchester Drive                                                                Mercer
      2        Various                                                                           Mercer

      3        250 Epps Bridge Parkway                                                           Clarke
      4        2550 West Ironwood Hills Drive                                                    Pima
      5        9500 West Maule Avenue                                                            Clark
      6        9000 Chapel Drive                                                                 McLennan
      7        3565 Timberglen Road                                                              Denton
      8        11755 Norbourne Drive                                                             Hamilton

     9.1       304 East 89th Street                                                              New York
     9.2       406 East 64th Street                                                              New York
      9        Various                                                                           New York
    10.1       308 West 109th Street                                                             New York
    10.2       462 West 51st Street                                                              New York
     10        Various                                                                           New York


     11        6220 North Murray Avenue                                                          Berkeley
     12        2350 Windward Lane                                                                Hall
     13        3550 East Campbell Avenue                                                         Maricopa
     14        2655 Union Hall Road                                                              Montgomery
     15        1-101 Rockledge Road / 131-159 East Hartsdale Avenue                              Westchester
     16        7800 West Airport Boulevard                                                       Harris
     17        1417 North Nursery Road                                                           Dallas
     18        510 Brooke Lyn Drive                                                              Jefferson
     19        2385 Cheltenham Avenue                                                            Philadelphia

     20        1701-1765 Rockville Pike, 104-109 Halpine Road, 143 Rollins Avenue                Montgomery
     21        198 Halpine Road                                                                  Montgomery


     22        1829-3825 East Independence Street                                                Greene
     23        3250 W. Olympic Boulevard                                                         Los Angeles
     24        10302, & 10522-42 Southeast Washington Street                                     Multnomah
     25        1025 - 1095 West Queen Creek Road                                                 Maricopa County
     26        593 Holcomb Bridge Road                                                           Fulton
     27        77 Richmond Hill Road & 2391 Richmond Avenue                                      Richmond
     28        1905-2501 Plank Road                                                              Fredericksburg
     29        80 & 95 Baylor Drive                                                              Beaufort
     30        6808 South Memorial Drive                                                         Tulsa
     31        2223 S. Monaco Parkway                                                            Denver
     32        6650 North Beach Street                                                           Tarrant
     33        1301 West Patrick Street                                                          Frederick
     34        7680-7860 East Highway 69                                                         Yavapai
     35        247 SW Port Saint Lucie Boulevard #295                                            Saint Lucie
     36        3451 West Century Boulevard                                                       Los Angeles
     37        5800 Santa Rosa Road                                                              Venture
     38        2600 North Columbia Street                                                        Baldwin
     39        2100 West Northwest Highway                                                       Tarrant
     40        415 South Cedros Avenue                                                           San Diego
     41        14902-14990 Northwest Freeway                                                     Harris
     42        4441-4449 Granite Drive                                                           Placer
     43        4495 Mack Road                                                                    Sacramento
     44        3065 Atlanta Highway (Route 78)                                                   Clarke
     45        1321 North Loop 1604 East                                                         Bexar
     46        2531 East Lyon Station Road                                                       Granville
     47        20209 East Smokey Hill Road                                                       Arapahoe
     48        9832 York Road                                                                    Baltimore
     49        10204-10208 Beechnut                                                              Harris
     50        555 California Street, 315 Montgomery Street, and 345 Montgomery Street           San Francisco

    51.1       2115 Wisconsin Ave NorthWest                                                      District of Columbia
    51.2       1600 K Street NorthWest                                                           District of Columbia
     51        Various                                                                           District of Columbia

     52        110 East Broward Boulevard                                                        Broward
     53        1000 Omega Drive                                                                  Allegheny

    54.1       3201 S. Maryland Parkway                                                          Clark
    54.2       3121 S. Maryland Parkway                                                          Clark
     54        Various                                                                           Clark
     55        3006 S. Maryland Parkway                                                          Clark
     56        3101 S. Maryland Parkway                                                          Clark
     57        3196 S. Maryland Parkway                                                          Clark


     58        3737 Sylvania Avenue                                                              Lucas
     59        63 South Royal Street                                                             Mobile
     60        5701 Truxton Avenue                                                               Kern
     61        2825 N State Road 7                                                               Broward
     62        3100 Weslayan                                                                     Harris
     63        402-412 Black Hills Lane, SW                                                      Thurston
     64        990 - 995 Joshua Way/2750 - 2765 Progress Street                                  San Diego
     65        10345 Philipp Parkway                                                             Portage
     66        195-201-205 Tamal Vista Boulevard                                                 Marin
     67        7033 Commonwealth Avenue                                                          Duval

    68.1       10 Alvin Court                                                                    Middlesex
    68.2       1 Kimberly Road                                                                   Middlesex
     68        Various                                                                           Middlesex

     69        438, 480 & 510 East Wilson Bridge Road                                            Franklin
     70        4726 Eisenhower Boulevard                                                         Hillsborough
     71        4700 Tchoupitoulas Street                                                         Orleans Parish
     72        4601 Chef Menteur Highway                                                         Orleans Parish
     73        515 North Mustang Road                                                            Canadian
     74        8180 East Old Canal Road                                                          Orange
     75        7755 Preserve Lane                                                                Collier
     76        4866 East Russell Road                                                            Clark
     77        5310 Vineland Avenue                                                              Los Angeles
     78        72B Industrial Park Drive                                                         Charles
     79        10325 West Broward Boulevard                                                      Broward
     80        4900 North Broadway                                                               Marin
     81        1985 East Bayshore Road                                                           San Mateo
     82        890 College Avenue                                                                Marin
     83        4375 East Sahara Avenue                                                           Clark
     84        2711 East Tamarisk Road                                                           Riverside
     85        73-4854 Kanalani Street                                                           Hawaii
     86        3900 North Tenaya Way                                                             Clark
     87        5138 Sunset Boulevard                                                             Los Angeles
     88        9870 Highway 90 A                                                                 Fort Bend
     89        5710 Broadway                                                                     Brazoria
     90        2555 South Main Street                                                            Orange
     91        7111 McNeil Lane                                                                  Orange
     92        6751 Macon Road                                                                   Muscogee
     93        One Bennett Street                                                                Middlesex
     94        66-26 Metropolitan Avenue                                                         Queens

    95.1       21155 Warner Avenue                                                               Macomb
    95.2       1000 Wiggins Pass Road                                                            Collier
    95.3       166 Juliana Boulevard                                                             Polk
    95.4       1350 Country Road 3                                                               Elkhart
     95        Various                                                                           Various
     96        1301 North Scott                                                                  Cass


    97.1       19333 Summerlin Road                                                              Lee
    97.2       4 Candlelight Drive                                                               Cook
     97        Various                                                                           Various
     98        26325 Old 41 Road                                                                 Lee


     99        21425 Lincoln Highway                                                             Cook
     100       5097 Shady Oaks Road                                                              Grundy
     101       2999 McCool Road                                                                  Porter
     102       1801 Dekalb Ave                                                                   DeKalb
     103       3800 Belvidere Road                                                               Lake
     104       6208 Lawn Drive                                                                   Cook
     105       14139  Western Avenue                                                             Cook
     106       200 Franklin Drive                                                                Kankakee
     107       2096 Kennedy Circle Northeast                                                     Marion
     108       6710 Commerce Street                                                              Fairfax
     109       250 N. 9th Street                                                                 San Bernardino
-------------------------------------------------------------------------------------------------------------------------
               109 LOANS
=========================================================================================================================






                                                   ZIP                    PROPERTY
  SEQUENCE    CITY                      STATE      CODE                     TYPE                           PROPERTY SUBTYPE
  --------    ----                      -----      ----                     ----                           ----------------

      1       New York                   NY       10004                 Multifamily                       Mid-rise w/ Retail

     2.1      Hamilton Township          NJ       08650                 Multifamily                          Garden Style
     2.2      East Windsor Township      NJ       08512                 Multifamily                          Garden Style
      2       Various                    NJ      Various                Multifamily                          Garden Style

      3       Athens                     GA       30606                 Multifamily                            Student
      4       Tucson                     AZ       85745                 Multifamily                            Student
      5       Las Vegas                  NV       89148                 Multifamily                          Garden Style
      6       Waco                       TX       76712                 Multifamily                          Garden Style
      7       Dallas                     TX       75287                 Multifamily                          Garden Style
      8       Cincinnati                 OH       45240                 Multifamily                          Garden Style

     9.1      New York                   NY       10128                 Multifamily                            Mid-rise
     9.2      New York                   NY       10021                 Multifamily                            Mid-rise
      9       New York                   NY      Various                Multifamily                            Mid-rise
    10.1      New York                   NY       10025                 Multifamily                            Mid-rise
    10.2      New York                   NY       10019                 Multifamily                            Mid-rise
     10       New York                   NY      Various                Multifamily                            Mid-rise


     11       Hanahan                    SC       29406                 Multifamily                          Garden Style
     12       Gainesville                GA       30501                 Multifamily                          Garden Style
     13       Phoenix                    AZ       85018                 Multifamily                          Multifamily
     14       Clarksville                TN       37040                 Multifamily                          Garden Style
     15       Hartsdale                  NY       10530                 Multifamily                             Co-op
     16       Houston                    TX       77071                 Multifamily                          Garden Style
     17       Irving                     TX       75061                 Multifamily                    Multifamily (Tax Credit)
     18       Pleasant Grove             AL       35127                 Multifamily                          Garden Style
     19       Philadelphia               PA       19150                    Retail                              Anchored

     20       Rockville                  MD       20852                    Retail                          Shadow Anchored
     21       Rockville                  MD       20852                     Land                          Land, Development


     22       Springfield                MO       65804                    Retail                              Anchored
     23       Los Angeles                CA       90006                    Retail                              Anchored
     24       Portland                   OR       97206                    Retail                              Anchored
     25       Chandler                   AZ       85248                    Retail                          Shadow Anchored
     26       Roswell                    GA       30076                    Retail                              Anchored
     27       Staten Island              NY       10314                    Retail                             Unanchored
     28       Fredericksburg             VA       22401                    Retail                              Anchored
     29       Bluffton                   SC       29910                    Retail                              Anchored
     30       Tulsa                      OK       74133                    Retail                          Shadow Anchored
     31       Denver                     CO       80222                    Retail                              Anchored
     32       Fort Worth                 TX       76137                    Retail                              Anchored
     33       Frederick                  MD       21702                    Retail                              Anchored
     34       Prescott Valley            AZ       86314                    Retail                              Anchored
     35       Port Saint Lucie           FL       34984                    Retail                              Anchored
     36       Inglewood                  CA       90303                    Retail                          Shadow Anchored
     37       Camarillo                  CA       93012                    Retail                              Anchored
     38       Milledgeville              GA       31061                    Retail                          Shadow Anchored
     39       Grapevine                  TX       76051                    Retail                          Shadow Anchored
     40       Solana Beach               CA       92075                    Retail                             Unanchored
     41       Houston                    TX       77040                    Retail                          Shadow Anchored
     42       Rocklin                    CA       95677                    Retail                             Unanchored
     43       Sacramento                 CA       95823                    Retail                              Anchored
     44       Athens                     GA       30606                    Retail                              Anchored
     45       San Antonio                TX       78253                    Retail                          Shadow Anchored
     46       Creedmoor                  NC       27522                    Retail                              Anchored
     47       Cenntennial                CO       80015                    Retail                          Shadow Anchored
     48       Cockeysville               MD       21030                    Retail                             Unanchored
     49       Houston                    TX       77072                    Retail                          Shadow Anchored
     50       San Francisco              CA       94104                    Office                                CBD

    51.1      Washington                 DC       20007                    Office                               Mixed
    51.2      Washington                 DC       20006                    Office                               Mixed
     51       Washington                 DC      Various                   Office                               Mixed

     52       Fort Lauderdale            FL       33301                    Office                                CBD
     53       Pittsburgh                 PA       15205                    Office                               Office

    54.1      Las Vegas                  NV       89109                    Office                              Medical
    54.2      Las Vegas                  NV       89109                    Office                              Medical
     54       Las Vegas                  NV       89109                    Office                              Medical
     55       Las Vegas                  NV       89109                    Office                              Medical
     56       Las Vegas                  NV       89109                    Office                              Medical
     57       Las Vegas                  NV       89109                    Office                              Medical


     58       Toledo                     OH       43623                    Office                        Single Tenant Credit
     59       Mobile                     AL       36602                    Office                               Office
     60       Bakersfield                CA       93309                    Office                               Office
     61       Margate                    FL       33063                    Office                              Medical
     62       Houston                    TX       77027                    Office                               Office
     63       Olympia                    WA       98502                    Office                              Medical
     64       Vista                      CA       92081                  Industrial                     Industrial - Warehouse
     65       Streetsboro                OH       44241                  Industrial                    Single Tenant Non-Credit
     66       Corte Madera               CA       94925                  Industrial                           Warehouse
     67       Jacksonville               FL       32220                  Industrial                     Industrial - Warehouse

    68.1      East Brunswick             NJ       08816                  Industrial                 Industrial - Office/Warehouse
    68.2      East Brunswick             NJ       08816                  Industrial                 Industrial - Office/Warehouse
     68       East Brunswick             NJ       08816                  Industrial                 Industrial - Office/Warehouse

     69       Worthington                OH       43085                  Industrial                             Mixed
     70       Tampa                      FL       33634                  Industrial                      Single Tenant Credit
     71       New Orleans                LA       70115                 Self Storage                         Self Storage
     72       New Orleans                LA       70126                 Self Storage                         Self Storage
     73       Mustang                    OK       73064                 Self Storage                         Self Storage
     74       Anaheim                    CA       92807                 Self Storage                         Self Storage
     75       Naples                     FL       34119                 Self Storage                         Self Storage
     76       Las Vegas                  NV       89120                 Self Storage                         Self Storage
     77       North Hollywood            CA       91601                 Self Storage                         Self Storage
     78       Waldorf                    MD       20602                 Self Storage                         Self Storage
     79       Plantation                 FL       33324                 Self Storage                         Self Storage
     80       Boulder                    CO       90304                 Self Storage                         Self Storage
     81       East Palo Alto             CA       94303                 Self Storage                         Self Storage
     82       Kentfield                  CA       94904                 Self Storage                         Self Storage
     83       Las Vegas                  NV       89104                 Self Storage                         Self Storage
     84       Palm Springs               CA       92262                 Self Storage                         Self Storage
     85       Kailua-Kona                HI       96740                 Self Storage                         Self Storage
     86       Las Vegas                  NV       89129                 Self Storage                         Self Storage
     87       Hollywood                  CA       90027                 Self Storage                         Self Storage
     88       Sugarland                  TX       77478                 Self Storage                         Self Storage
     89       Pearland                   TX       77581                 Self Storage                         Self Storage
     90       Santa Ana                  CA       92707                 Self Storage                         Self Storage
     91       Buena Park                 CA       90620                 Self Storage                         Self Storage
     92       Columbus                   GA       31907                 Self Storage                         Self Storage
     93       Cambridge                  MA       02138                  Mixed Use                     Hotel / Office / Retail
     94       Middle Village             NY       11379                  Mixed Use                        Industrial/Retail

    95.1      Warren                     MI       48091       Manufactured Housing Communities     Manufactured Housing Communities
    95.2      Naples                     FL       34110       Manufactured Housing Communities     Manufactured Housing Communities
    95.3      Auburndale                 FL       33823       Manufactured Housing Communities     Manufactured Housing Communities
    95.4      Elkhart                    IN       46514       Manufactured Housing Communities     Manufactured Housing Communities
     95       Various                  Various   Various      Manufactured Housing Communities     Manufactured Housing Communities
     96       Belton                     MO       64012       Manufactured Housing Communities     Manufactured Housing Communities


    97.1      Fort Myers                 FL       33908       Manufactured Housing Communities     Manufactured Housing Communities
    97.2      Sauk Village               IL       60411       Manufactured Housing Communities     Manufactured Housing Communities
     97       Various                  Various   Various      Manufactured Housing Communities     Manufactured Housing Communities
     98       Bonita Springs             FL       34135       Manufactured Housing Communities     Manufactured Housing Communities


     99       Lynwood                    IL       60411       Manufactured Housing Communities     Manufactured Housing Communities
     100      Minooka                    IL       60447       Manufactured Housing Communities     Manufactured Housing Communities
     101      Portage                    IN       46368       Manufactured Housing Communities     Manufactured Housing Communities
     102      Sycamore                   IL       60178       Manufactured Housing Communities     Manufactured Housing Communities
     103      Park City                  IL       60085       Manufactured Housing Communities     Manufactured Housing Communities
     104      Hodgkins                   IL       60525       Manufactured Housing Communities     Manufactured Housing Communities
     105      Dixmoor                    IL       60406       Manufactured Housing Communities     Manufactured Housing Communities
     106      Manteno                    IL       60950       Manufactured Housing Communities     Manufactured Housing Communities
     107      Keizer                     OR       97303       Manufactured Housing Communities     Manufactured Housing Communities
     108      Springfield                VA       22150                    Hotel                             Full Service
     109      Colton                     CA       92324                    Hotel                           Limited Service
------------------------------------------------------------------------------------------------------------------------------------

====================================================================================================================================






                                        CUT-OFF               MATURITY
                    ORIGINAL              DATE                  DATE               LOAN          MORTGAGE       ADMINISTRATIVE
  SEQUENCE          BALANCE             BALANCE               BALANCE              TYPE            RATE          FEE RATE (I)
  --------          -------             -------               -------              ----            ----          ------------

      1           $90,000,000         $90,000,000           $90,000,000        Interest Only      4.797%            0.032%

     2.1           12,984,055          12,887,137            5,570,455
     2.2           12,015,945          11,926,254            5,155,114
      2            25,000,000          24,813,391            10,725,569           Balloon         4.840%            0.032%

      3            14,000,000          13,952,718            12,921,120           Balloon         4.950%            0.122%
      4            13,600,000          13,600,000            11,478,594         IO, Balloon       4.920%            0.122%
      5            12,400,000          12,400,000            10,964,497         IO, Balloon       5.827%            0.122%
      6            11,750,000          11,750,000            10,383,380         IO, Balloon       5.790%            0.032%
      7            10,400,000          10,400,000            10,400,000        Interest Only      4.980%            0.122%
      8            9,140,000           9,140,000             8,578,001          IO, Balloon       4.800%            0.032%

     9.1           2,514,706           2,514,706             2,325,976
     9.2           2,235,294           2,235,294             2,067,534
      9            4,750,000           4,750,000             4,393,511            Balloon         5.100%            0.032%
    10.1           1,623,810           1,623,810             1,501,942
    10.2           1,476,190           1,476,190             1,365,402
     10            3,100,000           3,100,000             2,867,344            Balloon         5.100%            0.032%
              ----------------------------------------------------------------
                   7,850,000           7,850,000             7,260,854

     11            7,600,000           7,578,419             6,405,551            Balloon         5.730%            0.032%
     12            6,400,000           6,386,934             5,356,161            Balloon         5.500%            0.032%
     13            6,130,000           6,123,788             5,459,221            Balloon         5.200%            0.032%
     14            5,610,000           5,610,000             5,191,506          IO, Balloon       5.120%            0.122%
     15            5,500,000           5,500,000             4,615,659          IO, Balloon       5.590%            0.032%
     16            4,240,000           4,240,000             4,240,000         Interest Only      4.740%            0.032%
     17            4,000,000           3,995,547             3,683,881            Balloon         4.800%            0.032%
     18            3,400,000           3,400,000             2,846,268            Balloon         5.510%            0.032%
     19            54,941,036          54,941,036            51,393,858         IO, Balloon       5.890%            0.042%

     20            32,500,000          32,500,000            28,446,664         IO, Balloon       6.280%            0.032%
     21            18,500,000          18,500,000            16,192,716         IO, Balloon       6.280%            0.032%
              ----------------------------------------------------------------
                   51,000,000          51,000,000            44,639,380

     22            26,250,000          26,080,467            17,095,011           Balloon         5.680%            0.122%
     23            21,000,000          20,979,479            17,497,412           Balloon         5.350%            0.122%
     24            16,000,000          16,000,000            14,430,057         IO, Balloon       5.820%            0.032%
     25            14,800,000          14,800,000            13,383,915         IO, Balloon       5.956%            0.122%
     26            12,300,000          12,300,000            10,296,794           Balloon         5.510%            0.032%
     27            12,000,000          11,977,977            10,189,737           Balloon         5.986%            0.122%
     28            10,860,000          10,850,999            9,227,766            Balloon         6.000%            0.032%
     29            10,180,000          10,180,000            8,934,605          IO, Balloon       5.500%            0.032%
     30            9,500,000           9,481,631             8,010,922            Balloon         5.750%            0.032%
     31            9,150,000           9,150,000             8,209,678          IO, Balloon       5.560%            0.122%
     32            8,800,000           8,800,000             7,804,710          IO, Balloon       5.960%            0.122%
     33            8,450,000           8,425,873             7,116,837            Balloon         5.706%            0.122%
     34            7,500,000           7,492,363             6,215,735            Balloon         5.180%            0.032%
     35            6,750,000           6,750,000             6,060,589          IO, Balloon       5.595%            0.122%
     36            6,500,000           6,500,000             5,734,883          IO, Balloon       5.731%            0.122%
     37            6,000,000           5,984,613             5,121,837            Balloon         6.165%            0.122%
     38            5,100,000           5,081,851             4,326,589            Balloon         5.941%            0.122%
     39            4,300,000           4,287,507             3,613,296            Balloon         5.630%            0.032%
     40            4,250,000           4,241,656             3,576,322            Balloon         5.680%            0.032%
     41            4,000,000           3,991,922             3,352,723            Balloon         5.550%            0.032%
     42            3,900,000           3,885,793             3,519,047            Balloon         5.843%            0.122%
     43            3,600,000           3,590,602             3,066,489            Balloon         6.090%            0.122%
     44            3,500,000           3,495,221             2,686,888            Balloon         5.650%            0.122%
     45            3,490,000           3,483,384             2,950,842            Balloon         5.840%            0.122%
     46            2,900,000           2,900,000             2,504,679          IO, Balloon       5.750%            0.032%
     47            2,600,000           2,595,060             2,197,685            Balloon         5.830%            0.032%
     48            2,600,000           2,591,377             2,224,222            Balloon         6.230%            0.032%
     49            2,350,000           2,345,325             1,973,918            Balloon         5.620%            0.032%
     50           137,000,000         137,000,000           137,000,000        Interest Only      4.867%            0.052%

    51.1           35,592,251          35,592,251            33,571,617
    51.2           14,907,749          14,907,749            14,061,410
     51            50,500,000          50,500,000            47,633,027         IO, Balloon       5.230%            0.032%

     52            32,900,000          32,900,000            31,114,632         IO, Balloon       5.470%            0.032%
     53            24,900,000          24,900,000            16,106,000           Balloon         5.510%            0.032%

    54.1           3,846,251           3,811,830             3,243,209
    54.2           4,387,131           4,347,868             3,699,285
     54            8,233,382           8,159,698             6,942,494            Balloon         5.743%            0.122%
     55            8,037,518           7,965,587             6,777,338            Balloon         5.743%            0.122%
     56            2,365,111           2,343,945             1,994,292            Balloon         5.743%            0.122%
     57            1,161,020           1,150,630              978,986             Balloon         5.743%            0.122%
              ----------------------------------------------------------------
                   19,797,031          19,619,859            16,693,110

     58            19,266,000          19,248,573            16,206,576           Balloon         5.661%            0.122%
     59            10,700,000          10,660,341            9,647,088            Balloon         5.820%            0.032%
     60            5,000,000           4,995,476             4,205,877            Balloon         5.660%            0.032%
     61            4,970,000           4,919,320             4,598,714            Balloon         5.116%            0.122%
     62            4,650,000           4,650,000             4,098,473          IO, Balloon       5.690%            0.032%
     63            3,806,125           3,766,031             3,513,441            Balloon         4.955%            0.122%
     64            26,660,000          26,660,000            26,660,000        Interest Only      5.020%            0.032%
     65            20,200,000          20,200,000            16,338,066         IO, Balloon       5.285%            0.122%
     66            11,300,000          11,269,865            9,600,295            Balloon         6.000%            0.122%
     67            9,285,000           9,266,530             7,799,078            Balloon         5.620%            0.032%

    68.1           3,526,882           3,526,882             3,100,614
    68.2           2,623,118           2,623,118             2,306,081
     68            6,150,000           6,150,000             5,406,696          IO, Balloon       5.580%            0.032%

     69            5,040,000           5,026,401             4,275,656            Balloon         5.950%            0.032%
     70            4,300,000           4,291,233             3,599,332            Balloon         5.506%            0.122%
     71            7,150,000           7,117,695             6,027,197            Balloon         5.800%            0.032%
     72            6,850,000           6,819,050             5,774,308            Balloon         5.800%            0.032%
     73            6,700,000           6,693,548             5,592,932            Balloon         5.410%            0.122%
     74            6,600,000           6,600,000             5,735,978          IO, Balloon       6.020%            0.032%
     75            6,075,000           6,075,000             5,304,125          IO, Balloon       5.733%            0.122%
     76            5,775,000           5,775,000             5,107,962          IO, Balloon       5.840%            0.032%
     77            5,700,000           5,683,300             4,364,212            Balloon         5.580%            0.122%
     78            5,669,000           5,644,084             5,095,306            Balloon         5.490%            0.032%
     79            5,600,000           5,600,000             4,854,631          IO, Balloon       5.900%            0.122%
     80            5,510,000           5,493,911             4,689,660            Balloon         5.600%            0.032%
     81            5,000,000           4,985,326             4,252,683            Balloon         5.570%            0.032%
     82            4,300,000           4,291,353             3,857,981            Balloon         5.570%            0.032%
     83            4,100,000           4,077,738             3,512,667            Balloon         5.880%            0.032%
     84            3,915,000           3,899,418             3,045,941            Balloon         6.050%            0.032%
     85            3,750,000           3,739,810             3,178,495            Balloon         5.920%            0.032%
     86            3,600,000           3,584,989             3,077,394            Balloon         5.790%            0.032%
     87            3,375,000           3,375,000             2,981,550          IO, Balloon       5.790%            0.032%
     88            3,100,000           3,091,537             2,626,012            Balloon         5.900%            0.032%
     89            3,100,000           3,087,325             2,399,795            Balloon         5.900%            0.032%
     90            3,000,000           2,994,032             2,519,896            Balloon         5.620%            0.122%
     91            2,182,000           2,175,553             1,962,344            Balloon         5.530%            0.032%
     92            2,152,000           2,140,941             1,682,019            Balloon         6.180%            0.032%
     93            77,000,000          77,000,000            72,576,797         IO, Balloon       5.426%            0.032%
     94            52,000,000          52,000,000            52,000,000        Interest Only      4.669%            0.032%

    95.1           8,049,415           8,049,415             7,428,369
    95.2           7,891,583           7,891,583             7,282,714
    95.3           5,997,603           5,997,603             5,534,863
    95.4           5,681,940           5,681,940             5,243,554
     95            27,620,542          27,620,542            25,489,500         IO, Balloon       4.931%            0.122%
     96            13,360,000          13,360,000            12,329,219         IO, Balloon       4.931%            0.122%
              ----------------------------------------------------------------
                   40,980,542          40,980,542            37,818,719

    97.1           27,246,133          27,246,133            25,143,978
    97.2           9,241,065           9,241,065             8,528,077
     97            36,487,198          36,487,198            33,672,055         IO, Balloon       4.931%            0.122%
     98            1,520,000           1,520,000             1,402,725          IO, Balloon       4.931%            0.122%
              ----------------------------------------------------------------
                   38,007,198          38,007,198            35,074,780

     99            17,442,282          17,442,282            15,078,276         IO, Balloon       5.789%            0.122%
     100           12,332,985          12,332,985            11,637,112         IO, Balloon       5.262%            0.122%
     101           7,892,026           7,892,026             7,469,422          IO, Balloon       5.521%            0.122%
     102           6,800,000           6,800,000             6,435,872          IO, Balloon       5.521%            0.122%
     103           6,476,490           6,476,490             6,131,644          IO, Balloon       5.436%            0.122%
     104           4,847,604           4,847,604             4,588,024          IO, Balloon       5.521%            0.122%
     105           4,704,730           4,704,730             4,452,800          IO, Balloon       5.521%            0.122%
     106           3,784,282           3,784,282             3,581,640          IO, Balloon       5.521%            0.122%
     107           2,225,000           2,217,757             2,058,697            Balloon         5.120%            0.032%
     108           13,650,000          13,650,000            12,298,844           Balloon         5.650%            0.032%
     109           4,100,000           4,100,000             3,199,917            Balloon         6.150%            0.122%
-----------------------------------------------------------------------------------------------------------------------------------
                 $1,363,461,331      $1,362,129,068        $1,224,408,380                         5.382%            0.064%
===================================================================================================================================






                                                                                                        ORIGINAL       ORIGINAL
                  SUB-            NET                          FIRST        INTEREST                     TERM TO     AMORTIZATION
                SERVICING       MORTGAGE         NOTE         PAYMENT       ACCRUAL       MONTHLY       MATURITY         TERM
  SEQUENCE      FEE RATE          RATE           DATE           DATE         METHOD       PAYMENT       (MONTHS)     (MONTHS) (II)
  --------      --------          ----           ----           ----         ------       -------       --------     -------------

      1          0.020%          4.765%       10/15/2004     12/1/2004      ACT/360                        60

     2.1
     2.2
      2          0.020%          4.808%        8/12/2004     10/1/2004      ACT/360       $195,621         120            180

      3          0.100%          4.828%        7/28/2004      9/1/2004      ACT/360        74,728          60             360
      4          0.100%          4.798%        7/2/2003       9/1/2003      ACT/360        72,344          132            360
      5          0.100%          5.705%        7/27/2004      9/1/2004      ACT/360        72,971          120            360
      6          0.020%          5.758%        6/30/2004      8/1/2004      ACT/360        68,869          120            360
      7          0.100%          4.858%        8/17/2004     10/1/2004      ACT/360                        60
      8          0.020%          4.768%        8/20/2004     10/1/2004      ACT/360        47,954          60             360

     9.1
     9.2
      9          0.020%          5.068%       10/20/2004     12/1/2004      ACT/360        25,790          60             360
    10.1
    10.2
     10          0.020%          5.068%       10/20/2004     12/1/2004      ACT/360        16,831          60             360


     11          0.020%          5.698%        7/1/2004       9/1/2004      ACT/360        44,255          120            360
     12          0.020%          5.468%        8/31/2004     10/1/2004      ACT/360        36,339          120            360
     13          0.020%          5.168%        9/15/2004     11/1/2004      ACT/360        33,661          84             360
     14          0.100%          4.998%        9/14/2004     11/1/2004      ACT/360        30,528          84             360
     15          0.020%          5.558%        10/8/2004     12/1/2004      ACT/360        31,540          180            360
     16          0.020%          4.708%       10/12/2004     12/1/2004      ACT/360                        60
     17          0.020%          4.768%        9/30/2004     11/1/2004      ACT/360        20,987          60             360
     18          0.020%          5.478%       10/29/2004     12/1/2004      ACT/360        19,326          120            360
     19          0.020%          5.848%        6/30/2004      8/1/2004      ACT/360       325,524          120            360

     20          0.020%          6.248%       10/29/2004     12/1/2004      ACT/360       200,743          120            360
     21          0.020%          6.248%       10/29/2004     12/1/2004      ACT/360       114,269          120            360


     22          0.100%          5.558%        7/30/2004      9/1/2004      ACT/360       183,249          120            240
     23          0.100%          5.228%        9/20/2004     11/1/2004      ACT/360       117,267          120            360
     24          0.020%          5.788%        8/18/2004     10/1/2004      ACT/360        94,084          120            360
     25          0.100%          5.834%        7/2/2004       9/1/2004      ACT/360        88,315          120            360
     26          0.020%          5.478%        10/1/2004     12/1/2004      ACT/360        69,915          120            360
     27          0.100%          5.864%        8/17/2004     10/1/2004      ACT/360        71,838          120            360
     28          0.020%          5.968%        10/1/2004     11/1/2004      ACT/360        65,111          120            360
     29          0.020%          5.468%        9/30/2004     11/1/2004      ACT/360        57,801          120            360
     30          0.020%          5.718%        8/25/2004     10/1/2004      ACT/360        55,439          120            360
     31          0.100%          5.438%        8/20/2004     10/1/2004      ACT/360        52,298          120            360
     32          0.100%          5.838%        7/30/2004      9/1/2004      ACT/360        52,534          120            360
     33          0.100%          5.584%        7/29/2004      9/1/2004      ACT/360        49,076          120            360
     34          0.020%          5.148%        9/27/2004     11/1/2004      ACT/360        41,091          120            360
     35          0.100%          5.473%        8/20/2004     10/1/2004      ACT/360        38,729          120            360
     36          0.100%          5.609%        7/16/2004      9/1/2004      ACT/360        37,854          120            360
     37          0.100%          6.043%        7/19/2004      9/1/2004      ACT/360        36,612          120            360
     38          0.100%          5.819%        6/30/2004      8/1/2004      ACT/360        30,384          120            360
     39          0.020%          5.598%        7/14/2004      9/1/2004      ACT/360        24,767          120            360
     40          0.020%          5.648%        8/2/2004      10/1/2004      ACT/360        24,613          120            360
     41          0.020%          5.518%        8/11/2004     10/1/2004      ACT/360        22,837          120            360
     42          0.100%          5.721%        6/28/2004      8/1/2004      ACT/360        22,990          84             360
     43          0.100%          5.968%        7/6/2004       9/1/2004      ACT/360        21,793          120            360
     44          0.100%          5.528%        9/9/2004      11/1/2004      ACT/360        21,808          120            300
     45          0.100%          5.718%        8/27/2004     10/1/2004      ACT/360        20,567          120            360
     46          0.020%          5.718%        11/4/2004     12/1/2004      ACT/360        16,924          121            360
     47          0.020%          5.798%        8/19/2004     10/1/2004      ACT/360        15,305          120            360
     48          0.020%          6.198%        6/23/2004      8/1/2004      ACT/360        15,975          120            360
     49          0.020%          5.588%        8/20/2004     10/1/2004      ACT/360        13,521          120            360
     50          0.030%          4.816%        9/2/2004      10/1/2004      ACT/360                        84

    51.1
    51.2
     51          0.020%          5.198%        10/8/2004     12/1/2004      ACT/360       278,238          84             360

     52          0.020%          5.438%        8/6/2004      10/1/2004      ACT/360       186,184          60             360
     53          0.020%          5.478%        10/5/2004     12/1/2004      ACT/360       171,425          120            240

    54.1
    54.2
     54          0.100%          5.622%        1/20/2004      3/1/2004      ACT/360        48,013          120            360
     55          0.100%          5.622%        1/20/2004      3/1/2004      ACT/360        46,871          120            360
     56          0.100%          5.622%        1/20/2004      3/1/2004      ACT/360        13,792          120            360
     57          0.100%          5.622%        1/20/2004      3/1/2004      ACT/360        6,770           120            360


     58          0.100%          5.539%        9/30/2004     11/1/2004      ACT/360       111,344          120            360
     59          0.020%          5.788%        6/9/2004       8/1/2004      ACT/360        62,947          84             360
     60          0.020%          5.628%        9/7/2004      11/1/2004      ACT/360        28,893          120            360
     61          0.100%          4.994%        1/20/2004      3/1/2004      ACT/360        27,032          60             360
     62          0.020%          5.658%        8/23/2004     10/1/2004      ACT/360        26,959          120            360
     63          0.100%          4.833%        1/20/2004      3/1/2004      ACT/360        20,328          60             360
     64          0.020%          4.988%        6/22/2004      8/1/2004      ACT/360                        60
     65          0.100%          5.163%        8/27/2004     10/1/2004      ACT/360       111,983          180            360
     66          0.100%          5.878%        7/7/2004       9/1/2004      ACT/360        67,749          120            360
     67          0.020%          5.588%        8/23/2004     10/1/2004      ACT/360        53,420          120            360

    68.1
    68.2
     68          0.020%          5.548%        8/10/2004     10/1/2004      ACT/360        35,228          120            360

     69          0.020%          5.918%        7/28/2004      9/1/2004      ACT/360        30,056          120            360
     70          0.100%          5.384%        8/2/2004      10/1/2004      ACT/360        24,431          120            360
     71          0.020%          5.768%        7/26/2004      9/1/2004      ACT/360        46,042          84             288
     72          0.020%          5.768%        7/26/2004      9/1/2004      ACT/360        44,110          84             288
     73          0.100%          5.288%        9/16/2004     11/1/2004      ACT/360        37,664          120            360
     74          0.020%          5.988%        8/2/2004      10/1/2004      ACT/360        40,681          120            336
     75          0.100%          5.611%        8/12/2004     10/1/2004      ACT/360        35,849          120            348
     76          0.020%          5.808%        7/8/2004       9/1/2004      ACT/360        34,032          120            360
     77          0.100%          5.458%        8/24/2004     10/1/2004      ACT/360        35,276          120            300
     78          0.020%          5.458%        7/14/2004      9/1/2004      ACT/360        34,779          60             300
     79          0.100%          5.778%        8/6/2004      10/1/2004      ACT/360        33,216          120            360
     80          0.020%          5.568%        8/2/2004      10/1/2004      ACT/360        34,166          84             300
     81          0.020%          5.538%        8/9/2004      10/1/2004      ACT/360        30,914          84             300
     82          0.020%          5.538%        8/2/2004      10/1/2004      ACT/360        24,604          84             360
     83          0.020%          5.848%        6/1/2004       8/1/2004      ACT/360        26,116          84             300
     84          0.020%          6.018%        7/1/2004       9/1/2004      ACT/360        25,344          120            300
     85          0.020%          5.888%        7/2/2004       9/1/2004      ACT/360        22,291          120            360
     86          0.020%          5.758%        7/1/2004       9/1/2004      ACT/360        22,735          84             300
     87          0.020%          5.758%        8/2/2004      10/1/2004      ACT/360        19,781          120            360
     88          0.020%          5.868%        7/15/2004      9/1/2004      ACT/360        18,387          120            360
     89          0.020%          5.868%        7/15/2004      9/1/2004      ACT/360        19,784          120            300
     90          0.100%          5.498%        8/24/2004     10/1/2004      ACT/360        17,260          120            360
     91          0.020%          5.498%        8/2/2004      10/1/2004      ACT/360        13,439          60             300
     92          0.020%          6.148%        6/18/2004      8/1/2004      ACT/360        14,103          120            300
     93          0.020%          5.394%        8/9/2004      10/1/2004      ACT/360       469,934          60             300
     94          0.020%          4.637%        8/25/2004     10/1/2004      ACT/360                        60

    95.1
    95.2
    95.3
    95.4
     95          0.100%          4.809%        6/9/2004       8/1/2004      ACT/360       147,107          84             360
     96          0.100%          4.809%        6/9/2004       8/1/2004      ACT/360        71,155          84             360


    97.1
    97.2
     97          0.100%          4.809%        6/9/2004       8/1/2004      ACT/360       194,331          84             360
     98          0.100%          4.809%        6/9/2004       8/1/2004      ACT/360        8,096           84             360


     99          0.100%          5.667%        7/21/2004      9/1/2004      ACT/360       102,221          120            360
     100         0.100%          5.140%        7/21/2004      9/1/2004      ACT/360        68,195          60             360
     101         0.100%          5.399%        6/30/2004      8/1/2004      ACT/360        44,912          60             360
     102         0.100%          5.399%        6/30/2004      8/1/2004      ACT/360        38,697          60             360
     103         0.100%          5.314%        7/1/2004       8/1/2004      ACT/360        36,513          60             360
     104         0.100%          5.399%        6/30/2004      8/1/2004      ACT/360        27,587          60             360
     105         0.100%          5.399%        6/30/2004      8/1/2004      ACT/360        26,773          60             360
     106         0.100%          5.399%        6/30/2004      8/1/2004      ACT/360        21,535          60             360
     107         0.020%          5.088%        7/30/2004      9/1/2004      ACT/360        12,108          60             360
     108         0.020%          5.618%        10/4/2004     12/1/2004      ACT/360        85,050          60             300
     109         0.100%          6.028%       10/26/2004     12/1/2004      ACT/360        26,794          120            300
------------------------------------------------------------------------------------------------------------------------------------
                 0.048%          5.318%                                                                    95             341
====================================================================================================================================






                                         REMAINING
               INTEREST                   TERM TO
                 ONLY      SEASONING     MATURITY      MATURITY           CROSS-COLLATERALIZED                RELATED
  SEQUENCE      PERIOD     (MONTHS)      (MONTHS)        DATE                    LOANS                         LOANS
  --------      ------     --------      --------        ----                    -----                         -----

      1           60                        60         11/1/2009                   No                           No

     2.1
     2.2
      2                        2            118        9/1/2014                    No                           No

      3                        3            57         8/1/2009                    No                           No
      4           24          15            117        8/1/2014                    No                           No
      5           24           3            117        8/1/2014                    No                           No
      6           24           4            116        7/1/2014                    No                           No
      7           60           2            58         9/1/2009                    No                           No
      8           12           2            58         9/1/2009                    No                           No

     9.1
     9.2
      9                                     60         11/1/2009            Yes(BACM 04-5-D)             Yes(BACM 04-5-K)
    10.1
    10.2
     10                                     60         11/1/2009            Yes(BACM 04-5-D)             Yes(BACM 04-5-K)


     11                        3            117        8/1/2014                    No                           No
     12                        2            118        9/1/2014                    No                           No
     13                        1            83         10/1/2011                   No                           No
     14           24           1            83         10/1/2011                   No                           No
     15           60                        180        11/1/2019                   No                           No
     16           60                        60         11/1/2009                   No                           No
     17                        1            59         10/1/2009                   No                           No
     18                                     120        11/1/2014                   No                           No
     19           60           4            116        7/1/2014                    No                           No

     20           12                        120        11/1/2014            Yes(BACM 04-5-E)             Yes(BACM 04-5-L)
     21           12                        120        11/1/2014            Yes(BACM 04-5-E)             Yes(BACM 04-5-L)


     22                        3            117        8/1/2014                    No                           No
     23                        1            119        10/1/2014                   No                           No
     24           36           2            118        9/1/2014                    No                           No
     25           36           3            117        8/1/2014                    No                           No
     26                                     120        11/1/2014                   No                           No
     27                        2            118        9/1/2014                    No                           No
     28                        1            119        10/1/2014                   No                           No
     29           24           1            119        10/1/2014                   No                           No
     30                        2            118        9/1/2014                    No                           No
     31           36           2            118        9/1/2014                    No                    Yes(BACM 04-5-F)
     32           24           3            117        8/1/2014                    No                           No
     33                        3            117        8/1/2014                    No                           No
     34                        1            119        10/1/2014                   No                           No
     35           36           2            118        9/1/2014                    No                    Yes(BACM 04-5-F)
     36           24           3            117        8/1/2014                    No                           No
     37                        3            117        8/1/2014                    No                           No
     38                        4            116        7/1/2014                    No                           No
     39                        3            117        8/1/2014                    No                           No
     40                        2            118        9/1/2014                    No                           No
     41                        2            118        9/1/2014                    No                           No
     42                        4            80         7/1/2011                    No                           No
     43                        3            117        8/1/2014                    No                           No
     44                        1            119        10/1/2014                   No                           No
     45                        2            118        9/1/2014                    No                           No
     46           13                        121        12/1/2014                   No                           No
     47                        2            118        9/1/2014                    No                           No
     48                        4            116        7/1/2014                    No                           No
     49                        2            118        9/1/2014                    No                           No
     50           84           2            82         9/1/2011                    No                           No

    51.1
    51.2
     51           36                        84         11/1/2011                   No                           No

     52           12           2            58         9/1/2009                    No                           No
     53                                     120        11/1/2014                   No                           No

    54.1
    54.2
     54                        9            111        2/1/2014             Yes(BACM 04-5-C)             Yes(BACM 04-5-B)
     55                        9            111        2/1/2014             Yes(BACM 04-5-C)             Yes(BACM 04-5-B)
     56                        9            111        2/1/2014             Yes(BACM 04-5-C)             Yes(BACM 04-5-B)
     57                        9            111        2/1/2014             Yes(BACM 04-5-C)             Yes(BACM 04-5-B)


     58                        1            119        10/1/2014                   No                           No
     59                        4            80         7/1/2011                    No                           No
     60                        1            119        10/1/2014                   No                           No
     61                        9            51         2/1/2009                    No                    Yes(BACM 04-5-B)
     62           24           2            118        9/1/2014                    No                           No
     63                        9            51         2/1/2009                    No                    Yes(BACM 04-5-B)
     64           60           4            56         7/1/2009                    No                           No
     65           48           2            178        9/1/2019                    No                           No
     66                        3            117        8/1/2014                    No                           No
     67                        2            118        9/1/2014                    No                           No

    68.1
    68.2
     68           24           2            118        9/1/2014                    No                           No

     69                        3            117        8/1/2014                    No                           No
     70                        2            118        9/1/2014                    No                           No
     71                        3            81         8/1/2011                    No                    Yes(BACM 04-5-H)
     72                        3            81         8/1/2011                    No                    Yes(BACM 04-5-H)
     73                        1            119        10/1/2014                   No                           No
     74           24           2            118        9/1/2014                    No                           No
     75           24           2            118        9/1/2014                    No                    Yes(BACM 04-5-E)
     76           24           3            117        8/1/2014                    No                    Yes(BACM 04-5-I)
     77                        2            118        9/1/2014                    No                    Yes(BACM 04-5-A)
     78                        3            57         8/1/2009                    No                           No
     79           12           2            118        9/1/2014                    No                    Yes(BACM 04-5-E)
     80                        2            82         9/1/2011                    No                    Yes(BACM 04-5-J)
     81                        2            82         9/1/2011                    No                    Yes(BACM 04-5-J)
     82                        2            82         9/1/2011                    No                    Yes(BACM 04-5-J)
     83                        4            80         7/1/2011                    No                    Yes(BACM 04-5-I)
     84                        3            117        8/1/2014                    No                           No
     85                        3            117        8/1/2014                    No                           No
     86                        3            81         8/1/2011                    No                           No
     87           24           2            118        9/1/2014                    No                           No
     88                        3            117        8/1/2014                    No                    Yes(BACM 04-5-G)
     89                        3            117        8/1/2014                    No                    Yes(BACM 04-5-G)
     90                        2            118        9/1/2014                    No                    Yes(BACM 04-5-A)
     91                        2            58         9/1/2009                    No                           No
     92                        4            116        7/1/2014                    No                           No
     93           24           2            58         9/1/2009                    No                           No
     94           60           2            58         9/1/2009                    No                           No

    95.1
    95.2
    95.3
    95.4
     95           24           4            80         7/1/2011             Yes(BACM 04-5-B)             Yes(BACM 04-5-C)
     96           24           4            80         7/1/2011             Yes(BACM 04-5-B)             Yes(BACM 04-5-C)


    97.1
    97.2
     97           24           4            80         7/1/2011             Yes(BACM 04-5-A)             Yes(BACM 04-5-C)
     98           24           4            80         7/1/2011             Yes(BACM 04-5-A)             Yes(BACM 04-5-C)


     99           12           3            117        8/1/2014                    No                    Yes(BACM 04-5-D)
     100          12           3            57         8/1/2009                    No                    Yes(BACM 04-5-D)
     101          12           4            56         7/1/2009                    No                    Yes(BACM 04-5-D)
     102          12           4            56         7/1/2009                    No                    Yes(BACM 04-5-D)
     103          13           4            56         7/1/2009                    No                    Yes(BACM 04-5-D)
     104          12           4            56         7/1/2009                    No                    Yes(BACM 04-5-D)
     105          12           4            56         7/1/2009                    No                    Yes(BACM 04-5-D)
     106          12           4            56         7/1/2009                    No                    Yes(BACM 04-5-D)
     107                       3            57         8/1/2009                    No                           No
     108                                    60         11/1/2009                   No                           No
     109                                    120        11/1/2014                   No                           No
------------------------------------------------------------------------------------------------------------------------------
                               2            92
==============================================================================================================================






                                                                                                      APPRAISAL          APPRAISAL
  SEQUENCE          PREPAYMENT PENALTY DESCRIPTION (PAYMENTS)        YIELD MAINTENANCE TYPE             VALUE               DATE
  --------          -----------------------------------------        ----------------------             -----               ----

      1                     LO(56)/OPEN(4)/DEFEASANCE                                               $210,000,000          9/1/2004

     2.1                                                                                             22,800,000          5/11/2004
     2.2                                                                                             21,100,000          5/11/2004
      2                     LO(117)/OPEN(3)/DEFEASANCE                                               43,900,000          5/11/2004

      3                     LO(56)/OPEN(4)/DEFEASANCE                                                17,500,000          1/20/2004
      4                     LO(130)/OPEN(2)/DEFEASANCE                                               17,000,000          5/13/2003
      5                     LO(117)/OPEN(3)/DEFEASANCE                                               17,100,000          6/25/2004
      6                     LO(117)/OPEN(3)/DEFEASANCE                                               15,500,000          3/17/2004
      7                     LO(56)/OPEN(4)/DEFEASANCE                                                13,100,000          7/23/2004
      8                     LO(59)/OPEN(1)/DEFEASANCE                                                11,425,000          6/16/2004

     9.1                                                                                              3,000,000          8/10/2004
     9.2                                                                                              3,300,000          8/10/2004
      9                     LO(56)/OPEN(4)/DEFEASANCE                                                 6,300,000          8/10/2004
    10.1                                                                                              2,200,000          8/10/2004
    10.2                                                                                              1,800,000          8/10/2004
     10                     LO(56)/OPEN(4)/DEFEASANCE                                                 4,000,000          8/10/2004
                                                                                                 --------------------
                                                                                                     10,300,000

     11                     LO(117)/OPEN(3)/DEFEASANCE                                               10,000,000          5/29/2004
     12                     LO(117)/OPEN(3)/DEFEASANCE                                                8,000,000          6/14/2004
     13                     LO(81)/OPEN(3)/DEFEASANCE                                                 7,850,000           7/9/2004
     14                     LO(81)/OPEN(3)/DEFEASANCE                                                 7,800,000           8/4/2004
     15                     LO(176)/OPEN(4)/DEFEASANCE                                               38,600,000          5/25/2004
     16                     LO(56)/OPEN(4)/DEFEASANCE                                                 5,300,000           9/2/2004
     17                 LO(36)/GRTR1%PPMTorYM(23)/OPEN(1)              Int Diff (MEY) - G             5,000,000           8/9/2004
     18                     LO(117)/OPEN(3)/DEFEASANCE                                                4,600,000          7/21/2004
     19                     LO(113)/OPEN(7)/DEFEASANCE                                               71,500,000           6/2/2004

     20                     LO(116)/OPEN(4)/DEFEASANCE                                               44,000,000           2/1/2005
     21                     LO(116)/OPEN(4)/DEFEASANCE                                               22,700,000          5/31/2004
                                                                                                 --------------------
                                                                                                     66,700,000

     22                     LO(116)/OPEN(4)/DEFEASANCE                                               34,000,000           5/3/2004
     23                     LO(116)/OPEN(4)/DEFEASANCE                                               45,000,000          8/10/2004
     24                     LO(117)/OPEN(3)/DEFEASANCE                                               20,350,000          7/12/2004
     25                     LO(116)/OPEN(4)/DEFEASANCE                                               18,500,000           6/4/2004
     26                     LO(117)/OPEN(3)/DEFEASANCE                                               16,100,000          8/13/2004
     27                     LO(118)/OPEN(2)/DEFEASANCE                                               22,100,000          6/15/2004
     28                     LO(117)/OPEN(3)/DEFEASANCE                                               13,700,000          5/24/2004
     29                     LO(117)/OPEN(3)/DEFEASANCE                                               12,725,000          7/26/2004
     30                     LO(117)/OPEN(3)/DEFEASANCE                                               13,900,000          6/22/2004
     31                 LO(36)/GRTR1%PPMTorYM(80)/OPEN(4)                Int Diff (BEY)              12,200,000           6/1/2004
     32                 LO(37)/GRTR1%PPMTorYM(80)/OPEN(3)                Int Diff (MEY)              11,100,000          5/26/2004
     33                     LO(84)/OPEN(36)/DEFEASANCE                                               11,100,000           8/1/2004
     34                     LO(117)/OPEN(3)/DEFEASANCE                                               12,400,000          6/30/2004
     35                 LO(36)/GRTR1%PPMTorYM(80)/OPEN(4)                Int Diff (BEY)               9,000,000           6/6/2004
     36                     LO(116)/OPEN(4)/DEFEASANCE                                                8,400,000           5/4/2004
     37                     LO(117)/OPEN(3)/DEFEASANCE                                               10,100,000          4/22/2004
     38                     LO(117)/OPEN(3)/DEFEASANCE                                                6,850,000          4/27/2004
     39                 LO(60)/GRTR1%PPMTorYM(57)/OPEN(3)              Int Diff (MEY) - G             6,500,000          5/19/2004
     40                     LO(117)/OPEN(3)/DEFEASANCE                                                5,400,000          5/21/2004
     41                     LO(117)/OPEN(3)/DEFEASANCE                                                5,350,000          5/26/2004
     42                     LO(80)/OPEN(4)/DEFEASANCE                                                 5,380,000           6/4/2004
     43                     LO(117)/OPEN(3)/DEFEASANCE                                                4,770,000          5/16/2004
     44                     LO(117)/OPEN(3)/DEFEASANCE                                                5,650,000          7/14/2004
     45                     LO(116)/OPEN(4)/DEFEASANCE                                                4,550,000           7/1/2004
     46                     LO(117)/OPEN(4)/DEFEASANCE                                                3,680,000           7/6/2004
     47                     LO(117)/OPEN(3)/DEFEASANCE                                                3,270,000           5/6/2004
     48                     LO(117)/OPEN(3)/DEFEASANCE                                                3,525,000          5/25/2004
     49                     LO(117)/OPEN(3)/DEFEASANCE                                                4,100,000          5/16/2004
     50                     LO(80)/OPEN(4)/DEFEASANCE                                                845,000,000          8/2/2004

    51.1                                                                                             47,750,000           7/1/2004
    51.2                                                                                             20,000,000           7/1/2004
     51                     LO(81)/OPEN(3)/DEFEASANCE                                                67,750,000           7/1/2004

     52                 LO(11)/GRTR1%PPMTorYM(45)/OPEN(4)                  NPV (MEY)                 47,000,000           7/1/2004
     53                     LO(117)/OPEN(3)/DEFEASANCE                                               38,475,000           8/6/2004

    54.1                                                                                              6,400,000          12/2/2003
    54.2                                                                                              7,300,000          12/2/2003
     54                 LO(27)/GRTR1%PPMTorYM(92)/OPEN(1)                Int Diff (BEY)              13,700,000          12/2/2003
     55                 LO(27)/GRTR1%PPMTorYM(92)/OPEN(1)                Int Diff (BEY)              13,100,000          12/4/2003
     56                 LO(27)/GRTR1%PPMTorYM(92)/OPEN(1)                Int Diff (BEY)               3,800,000          12/2/2003
     57                 LO(27)/GRTR1%PPMTorYM(92)/OPEN(1)                Int Diff (BEY)               6,100,000          12/4/2003
                                                                                                 --------------------
                                                                                                     36,700,000

     58                     LO(116)/OPEN(4)/DEFEASANCE                                               25,100,000          7/27/2004
     59                     LO(80)/OPEN(4)/DEFEASANCE                                                13,400,000           4/7/2004
     60                     LO(117)/OPEN(3)/DEFEASANCE                                                6,350,000          6/11/2004
     61                 LO(27)/GRTR1%PPMTorYM(32)/OPEN(1)                Int Diff (BEY)               7,100,000          12/5/2003
     62                     LO(117)/OPEN(3)/DEFEASANCE                                                7,100,000          7/12/2004
     63                 LO(27)/GRTR1%PPMTorYM(32)/OPEN(1)                Int Diff (BEY)               5,650,000          12/31/2003
     64                     LO(57)/OPEN(3)/DEFEASANCE                                                40,080,000           6/5/2004
     65                     LO(177)/OPEN(3)/DEFEASANCE                                               28,900,000           8/1/2004
     66                     LO(117)/OPEN(3)/DEFEASANCE                                               15,900,000          4/14/2004
     67                     LO(117)/OPEN(3)/DEFEASANCE                                               12,500,000           6/2/2004

    68.1                                                                                              4,400,000           7/6/2004
    68.2                                                                                              4,000,000           7/6/2004
     68                     LO(117)/OPEN(3)/DEFEASANCE                                                8,400,000           7/6/2004

     69                     LO(117)/OPEN(3)/DEFEASANCE                                                6,300,000          6/14/2004
     70                     LO(117)/OPEN(3)/DEFEASANCE                                                8,000,000           7/1/2004
     71                     LO(81)/OPEN(3)/DEFEASANCE                                                10,300,000          5/19/2004
     72                     LO(81)/OPEN(3)/DEFEASANCE                                                 9,200,000          5/19/2004
     73                     LO(116)/OPEN(4)/DEFEASANCE                                                9,900,000          7/27/2004
     74                     LO(117)/OPEN(3)/DEFEASANCE                                                9,340,000           6/8/2004
     75                     LO(116)/OPEN(4)/DEFEASANCE                                                8,400,000          7/13/2004
     76                     LO(117)/OPEN(3)/DEFEASANCE                                                8,000,000          5/11/2004
     77                     LO(117)/OPEN(3)/DEFEASANCE                                               13,100,000          7/16/2004
     78                     LO(57)/OPEN(3)/DEFEASANCE                                                 7,500,000          5/19/2004
     79                     LO(116)/OPEN(4)/DEFEASANCE                                                8,750,000          6/30/2004
     80                 LO(48)/GRTR1%PPMTorYM(33)/OPEN(3)              Int Diff (MEY) - G             8,050,000          6/14/2004
     81                 LO(48)/GRTR1%PPMTorYM(33)/OPEN(3)              Int Diff (MEY) - G             6,820,000           6/1/2004
     82                 LO(48)/GRTR1%PPMTorYM(33)/OPEN(3)              Int Diff (MEY) - G             6,600,000           6/4/2004
     83                     LO(81)/OPEN(3)/DEFEASANCE                                                 5,520,000          5/11/2004
     84                     LO(117)/OPEN(3)/DEFEASANCE                                                5,220,000          5/27/2004
     85                     LO(117)/OPEN(3)/DEFEASANCE                                                5,000,000          3/15/2004
     86                     LO(81)/OPEN(3)/DEFEASANCE                                                 5,220,000          6/16/2004
     87                     LO(117)/OPEN(3)/DEFEASANCE                                                4,630,000          6/17/2004
     88                     LO(117)/OPEN(3)/DEFEASANCE                                                4,750,000          5/14/2004
     89                     LO(117)/OPEN(3)/DEFEASANCE                                                4,375,000          5/14/2004
     90                     LO(117)/OPEN(3)/DEFEASANCE                                                5,200,000          7/19/2004
     91                     LO(57)/OPEN(3)/DEFEASANCE                                                 3,350,000           7/8/2004
     92                     LO(117)/OPEN(3)/DEFEASANCE                                                2,870,000           4/9/2004
     93                     LO(56)/OPEN(4)/DEFEASANCE                                                168,600,000         6/30/2004
     94                     LO(56)/OPEN(4)/DEFEASANCE                                                99,000,000           7/1/2004

    95.1                                                                                             10,200,000           5/1/2004
    95.2                                                                                             10,000,000           5/1/2004
    95.3                                                                                              7,600,000           5/1/2004
    95.4                                                                                              7,200,000           5/1/2004
     95                     LO(78)/OPEN(6)/DEFEASANCE                                                35,000,000           5/1/2004
     96                     LO(78)/OPEN(6)/DEFEASANCE                                                16,700,000           5/1/2004
                                                                                                 --------------------
                                                                                                     51,700,000

    97.1                                                                                             34,900,000           5/1/2004
    97.2                                                                                             11,600,000           5/1/2004
     97                     LO(78)/OPEN(6)/DEFEASANCE                                                46,500,000           5/1/2004
     98                     LO(78)/OPEN(6)/DEFEASANCE                                                 1,900,000           5/1/2004
                                                                                                 --------------------
                                                                                                     48,400,000

     99                     LO(114)/OPEN(6)/DEFEASANCE                                               23,750,000           6/1/2004
     100                    LO(54)/OPEN(6)/DEFEASANCE                                                15,700,000           6/1/2004
     101                    LO(54)/OPEN(6)/DEFEASANCE                                                11,330,000           6/1/2004
     102                    LO(54)/OPEN(6)/DEFEASANCE                                                 8,500,000           6/1/2004
     103                    LO(54)/OPEN(6)/DEFEASANCE                                                 9,000,000           6/1/2004
     104                    LO(54)/OPEN(6)/DEFEASANCE                                                 6,350,000           6/1/2004
     105                    LO(54)/OPEN(6)/DEFEASANCE                                                 6,120,000           6/1/2004
     106                    LO(54)/OPEN(6)/DEFEASANCE                                                 5,580,000           6/1/2004
     107                    LO(57)/OPEN(3)/DEFEASANCE                                                 2,900,000          5/13/2004
     108                LO(36)/GRTR1%PPMTorYM(21)/OPEN(3)              Int Diff (MEY) - G            21,500,000          8/19/2004
     109                    LO(117)/OPEN(3)/DEFEASANCE                                                5,900,000          8/11/2004
------------------------------------------------------------------------------------------------------------------------------------

====================================================================================================================================






                                                             TOTAL                                                     LOAN
                                                            UNITS/            UNITS/                                BALANCE PER
                                                              SF/               SF/                                  UNIT/SF/
                  CUT-OFF DATE LTV       YEAR BUILT/         PADS/             PADS/            NET RENTABLE           PAD/
  SEQUENCE             RATIO              RENOVATED          ROOMS             ROOMS             AREA (SF)             ROOM
  --------             ------             ---------          -----             -----             ---------             ----

      1                42.9%              1903/2000           492              Units              310,848            $182,927

     2.1                                    1972              304              Units              263,068
     2.2                                    1972              288              Units              291,816
      2                56.5%                1972              592              Units              554,884             41,915

      3                79.7%                2001              154              Units              217,568             90,602
      4                80.0%                2001              140              Units              103,125             97,143
      5                72.5%                2004              191              Units              191,112             64,921
      6                75.8%                1999              224              Units              193,128             52,455
      7                79.4%                1986              260              Units              204,978             40,000
      8                80.0%              1987/1994           212              Units              161,584             43,113

     9.1                                    1910              18               Units               8,775
     9.2                                    1910              16               Units               7,950
      9                75.4%                1910              34               Units               16,725             139,706
    10.1                                    1922              11               Units               6,850
    10.2                                    1901              10               Units               5,850
     10                77.5%               Various            21               Units               12,700             147,619


     11                75.8%              1970/1998           256              Units              225,176             29,603
     12                79.8%                1992              128              Units              127,120             49,898
     13                78.0%              1965/2003           95               Units               93,286             64,461
     14                71.9%                1988              240              Units              176,960             23,375
     15                14.2%                1950              246              Units              153,790             22,358
     16                80.0%              1981/1991           124              Units               94,760             34,194
     17                79.9%              1983/1993           132              Units              104,596             30,269
     18                73.9%              1989/1999           94               Units               87,696             36,170
     19                76.8%              1954/1981         423,440             SF                423,440               130

     20                73.9%                2004            100,439             SF                100,439               324
     21                81.5%                                317,180             SF                317,180               58


     22                76.7%                1995            181,573             SF                181,573               144
     23                46.6%                2002            132,016             SF                132,016               159
     24                78.6%              1985/2003         173,530             SF                173,530               92
     25                80.0%                2001            70,333              SF                 70,333               210
     26                76.4%              1973/1998         145,334             SF                145,334               85
     27                54.2%                1966            74,730              SF                 74,730               160
     28                79.2%                1978            115,932             SF                115,932               94
     29                80.0%                2003            87,620              SF                 87,620               116
     30                68.2%                1986            224,487             SF                224,487               42
     31                75.0%                1977            122,213             SF                122,213               75
     32                79.3%                1995            87,038              SF                 87,038               101
     33                75.9%              1971/2004         126,030             SF                126,030               67
     34                60.4%              1982/2001         110,687             SF                110,687               68
     35                75.0%                1990            95,243              SF                 95,243               71
     36                77.4%                2004            34,388              SF                 34,388               189
     37                59.3%              1980/2003         58,940              SF                 58,940               102
     38                74.2%                2003            45,013              SF                 45,013               113
     39                66.0%              1985/1999         44,136              SF                 44,136               97
     40                78.5%                1998            18,202              SF                 18,202               233
     41                74.6%                1982            42,538              SF                 42,538               94
     42                72.2%                1991            43,100              SF                 43,100               90
     43                75.3%                2004            14,490              SF                 14,490               248
     44                61.9%                2004            41,280              SF                 41,280               85
     45                76.6%                2003            17,730              SF                 17,730               196
     46                78.8%              1983/2002         58,200              SF                 58,200               50
     47                79.4%                2004            10,180              SF                 10,180               255
     48                73.5%                1988            17,443              SF                 17,443               149
     49                57.2%                2003            14,000              SF                 14,000               168
     50                49.3%           1921,1969,1971      1,780,748            SF               1,780,748              234

    51.1                                    1988            180,847             SF                180,847
    51.2                                  1950/1999         78,337              SF                 78,337
     51                74.5%               Various          259,184             SF                259,184               195

     52                70.0%              1982/1999         342,906             SF                342,906               96
     53                64.7%                1999            284,723             SF                284,723               87

    54.1                                    1970            69,493              SF                 69,493
    54.2                                    1970            69,448              SF                 69,448
     54                59.6%                1970            138,941             SF                138,941               59
     55                60.8%                1982            124,009             SF                124,009               64
     56                61.7%              1972/2001         35,455              SF                 35,455               66
     57                18.9%                1963            60,430              SF                 60,430               19


     58                76.7%              1969/1999         159,800             SF                159,800               120
     59                79.6%                1983            164,417             SF                164,417               65
     60                78.7%                1991            41,090              SF                 41,090               122
     61                69.3%                1996            58,832              SF                 58,832               84
     62                65.5%              1978/2003         77,569              SF                 77,569               60
     63                66.7%                1987            55,928              SF                 55,928               67
     64                66.5%                1999            493,898             SF                493,898               54
     65                69.9%                2004            649,250             SF                649,250               31
     66                70.9%                1968            95,167              SF                 95,167               118
     67                74.1%              1998/2003         265,306             SF                265,306               35

    68.1                                    1990            67,165              SF                 67,165
    68.2                                    1990            40,000              SF                 40,000
     68                73.2%                1990            107,165             SF                107,165               57

     69                79.8%                1985            100,789             SF                100,789               50
     70                53.6%                1960            121,818             SF                121,818               35
     71                69.1%              1850/1996         113,770             SF                113,770               63
     72                74.1%              1958/1998         127,423             SF                127,423               54
     73                67.6%                1997            159,670             SF                159,670               42
     74                70.7%                2001            68,990              SF                 68,990               96
     75                72.3%                2002            78,118              SF                 78,118               78
     76                72.2%                2000            95,015              SF                 95,015               61
     77                43.4%                2003            99,207              SF                 99,207               57
     78                75.3%                1988            75,900              SF                 75,900               74
     79                64.0%                2001            83,845              SF                 83,845               67
     80                68.2%              1972/1990         115,241             SF                115,241               48
     81                73.1%              1978/2003         49,748              SF                 49,748               100
     82                65.0%                1987            44,941              SF                 44,941               95
     83                73.9%              1988/2001         123,243             SF                123,243               33
     84                74.7%                1975            74,198              SF                 74,198               53
     85                74.8%                1991            38,400              SF                 38,400               97
     86                68.7%                2003            58,731              SF                 58,731               61
     87                72.9%                1988            34,638              SF                 34,638               97
     88                65.1%                1998            67,413              SF                 67,413               46
     89                70.6%              1995/2000         102,401             SF                102,401               30
     90                57.6%                2001            50,288              SF                 50,288               60
     91                64.9%                2001            34,395              SF                 34,395               63
     92                74.6%                2001            60,421              SF                 60,421               35
     93                45.7%              1985/2003           293              Rooms              148,845             262,799
     94                52.5%              1973/2002        1,567,208            SF               1,567,208              33

    95.1                                    1964              254              Pads
    95.2                                    1970              412              Pads
    95.3                                    1986              285              Pads
    95.4                                    1989              218              Pads
     95                78.9%               Various           1,169             Pads                                   23,627
     96                80.0%                1987              477              Pads                                   28,008


    97.1                                    1984              837              Pads
    97.2                                    1976              309              Pads
     97                78.5%               Various           1,146             Pads                                   31,839
     98                80.0%                1970              167              Pads                                    9,102


     99                73.4%                1984              627              Pads                                   27,819
     100               78.6%              1970/1997           364              Pads                                   33,882
     101               69.7%                1971              330              Pads                                   23,915
     102               80.0%                1972              247              Pads                                   27,530
     103               72.0%              1967/1999           216              Pads                                   29,984
     104               76.3%                1969              132              Pads                                   36,724
     105               76.9%                1965              183              Pads                                   25,709
     106               67.8%                1966              188              Pads                                   20,129
     107               76.5%                1983              99               Pads                                   22,402
     108               63.5%                2001              191              Rooms              108,400             71,466
     109               69.5%              1974/2002           83               Rooms               41,390             49,398
------------------------------------------------------------------------------------------------------------------------------------
                       65.6%
====================================================================================================================================






                                                                   OCCUPANCY
                                OCCUPANCY                           AS OF              U/W             U/W             U/W
  SEQUENCE                       PERCENT                            DATE            REVENUES         EXPENSES       CASH FLOW
  --------                       -------                            ----            --------         --------       ---------

      1                           96.5%                           7/31/2004        $16,168,723      $6,343,171      $9,699,352

     2.1                          91.4%                           4/23/2004         3,091,434       1,466,843       1,548,591
     2.2                          98.3%                           4/23/2004         2,935,839       1,527,652       1,336,187
      2                           94.8%                           4/23/2004         6,027,273       2,994,495       2,884,778

      3                           88.6%                           8/25/2004         2,202,830       1,016,854       1,132,076
      4                           96.1%                           9/17/2004         2,115,698        869,708        1,175,745
      5                           95.8%                           8/13/2004         1,761,267        671,385        1,051,682
      6                           95.5%                           6/8/2004          2,028,011        952,870        1,030,341
      7                           91.2%                           8/2/2004          1,859,124        975,152         816,892
      8                           91.5%                           5/31/2004         1,625,000        744,719         808,102

     9.1                          100.0%                          8/16/2004          260,881          86,877         169,504
     9.2                          100.0%                          8/16/2004          278,791          87,560         187,231
      9                           100.0%                          8/16/2004          539,672         174,437         356,735
    10.1                          100.0%                          8/16/2004          180,306          44,044         133,512
    10.2                          100.0%                          8/16/2004          140,094          36,296         101,298
     10                           100.0%                          8/16/2004          320,400          80,340         234,810


     11                           96.5%                           6/29/2004         1,736,990        956,939         716,052
     12                           94.5%                           7/19/2004          998,602         409,097         557,030
     13                           97.9%                           8/1/2004           920,329         383,791         515,353
     14                           97.9%                           7/26/2004         1,231,432        668,216         479,216
     15                           100.0%                          5/7/2004          4,458,555       1,706,740       2,689,815
     16                           92.7%                           8/22/2004          814,404         426,945         351,049
     17                           92.4%                           7/25/2004          889,398         502,721         353,677
     18                           91.5%                           8/5/2004           612,465         277,880         313,435
     19                           92.1%                          10/14/2004        10,481,229       5,437,376       4,746,367

     20          78.7% Leased, 70.2% Occupied, 33.4% Open        10/25/2004         2,953,452        924,078        1,923,628
     21                           100.0%                          9/27/2004         1,545,332                       1,545,332


     22                           100.0%                          8/12/2004         3,530,883        691,558        2,697,148
     23                           99.4%                           9/1/2004          6,078,259       3,214,246       2,651,303
     24                           96.4%                           7/2/2004          1,819,550        494,236        1,200,707
     25                           83.8%                           8/31/2004         1,934,523        489,767        1,373,948
     26                           81.7%                           7/20/2004         1,784,312        510,105        1,157,755
     27                           97.3%                           8/5/2004          2,354,150        833,802        1,444,090
     28                           95.6%                           7/1/2004          1,362,355        283,430         967,008
     29                           90.2%                           7/7/2004          1,163,650        313,546         803,594
     30                           89.9%                           7/31/2004         1,713,007        590,624         914,185
     31                           91.3%                           6/30/2004         1,498,599        485,783         894,059
     32                           100.0%                          6/30/2004         1,396,494        492,271         848,449
     33                           100.0%                          7/22/2004          838,957         122,619         709,011
     34                           89.0%                           9/21/2004         1,328,001        459,839         810,649
     35                           98.9%                           8/13/2004         1,210,212        397,950         708,213
     36                           100.0%                          7/13/2004          852,947         239,920         590,371
     37                           85.3%                           7/1/2004           933,014         304,619         576,093
     38                           89.3%                           6/29/2004          684,172         160,221         494,439
     39                           97.2%                           10/1/2004          810,666         285,954         477,185
     40                           100.0%                          7/5/2004           547,747         129,589         392,811
     41                           86.7%                           6/1/2004           695,225         237,996         411,520
     42                           79.3%                           4/1/2004           581,772         165,827         376,514
     43                           100.0%                          7/1/2004           333,200          8,664          323,087
     44                           100.0%                          8/16/2004          536,679         142,830         369,026
     45                           80.4%                           7/31/2004          500,795         136,339         346,134
     46                           97.0%                           9/30/2004          410,064         116,884         254,583
     47                           100.0%                          9/10/2004          329,625          68,987         249,800
     48                           100.0%                          5/1/2004           401,162         101,905         272,915
     49                           90.0%                           7/20/2004          352,421          93,097         246,235
     50                           94.2%                           7/1/2004         95,289,720       33,245,580      58,464,169

    51.1                          100.0%                          6/30/2004         5,022,778       1,800,506       2,878,367
    51.2                          80.4%                           6/30/2004         2,510,648       1,066,850       1,328,921
     51                           94.1%                           6/30/2004         7,533,426       2,867,356       4,207,288

     52                           75.7%                           8/5/2004          7,788,934       4,244,584       3,141,368
     53                           86.0%                           10/1/2004         5,589,417       2,247,070       2,798,568

    54.1                          85.1%                           9/30/2004
    54.2                          82.5%                           9/30/2004
     54                           83.8%                           9/30/2004         2,225,146       1,397,731        740,942
     55                           82.2%                           9/30/2004         1,955,881       1,099,289        783,530
     56                           96.5%                           9/30/2004          678,085         327,620         321,672
     57                           51.7%                           9/30/2004          639,464         515,964         100,796


     58                           100.0%                          8/31/2004         1,894,400         37,888        1,671,853
     59                           83.4%                           10/1/2004         2,293,303        972,104        1,143,850
     60                           100.0%                          4/21/2004          676,956         156,737         443,710
     61                           88.3%                           9/30/2004          963,279         382,935         535,185
     62                           87.3%                           7/20/2004         1,220,443        619,564         507,218
     63                           91.4%                           9/30/2004          849,460         417,152         392,082
     64                           98.6%                          10/27/2004         3,445,597        865,298        2,389,158
     65                           100.0%                          8/23/2004         2,948,519        842,875        1,969,453
     66                           93.1%                           7/1/2004          1,335,533        308,124         983,026
     67                           88.1%                           6/14/2004         1,397,043        383,733         839,051

    68.1                          100.0%                          6/1/2004           601,839         224,196         318,702
    68.2                          75.0%                           6/1/2004           408,000         144,178         232,608
     68                           90.7%                           6/1/2004          1,009,839        368,374         551,310

     69                           95.0%                          10/19/2004         1,018,107        412,402         480,752
     70                           100.0%                          4/2/2002           645,077          18,993         545,944
     71                           72.3%                           6/30/2004         1,120,236        378,414         723,960
     72                           79.7%                          10/12/2004         1,025,500        332,334         677,852
     73                           73.1%                           8/30/2004          862,956         261,942         585,246
     74                           88.4%                           5/31/2004         1,005,476        348,343         646,745
     75                           89.3%                           7/1/2004           965,740         403,349         554,853
     76                           84.4%                           6/30/2004          842,504         293,690         533,966
     77                           94.1%                           7/31/2004         1,283,383        472,822         795,689
     78                           88.2%                           6/1/2004           923,560         262,911         649,264
     79                           79.0%                           7/21/2004          999,692         475,236         505,446
     80                           95.3%                           6/24/2004         1,013,562        360,827         635,449
     81                           80.6%                           6/30/2004          824,543         284,004         533,075
     82                           86.7%                           6/30/2004          826,416         238,556         579,373
     83                           77.3%                           9/30/2004          671,398         234,373         418,421
     84                           77.8%                           4/30/2004          710,815         268,290         424,158
     85                           95.1%                           5/31/2004          577,459         198,216         373,483
     86                           99.3%                           6/4/2004           593,699         213,965         370,850
     87                           92.9%                           6/30/2004          582,723         218,405         359,121
     88                           84.1%                           6/15/2004          627,163         293,725         323,325
     89                           73.0%                           5/14/2004          582,000         243,540         323,403
     90                           93.0%                           7/31/2004          547,443         283,998         260,531
     91                           88.0%                           6/1/2004           359,067         147,477         206,418
     92                           88.2%                           4/19/2004          389,713         137,126         243,524
     93                 70.2% Hotel / 97.2% Office                8/13/2004        28,977,560       13,840,026      13,352,531
     94                           100.0%                         10/22/2004        16,527,018       8,569,086       7,637,753

    95.1                          98.0%                           6/30/2004
    95.2                          100.0%                          8/3/2004
    95.3                          82.1%                           6/30/2004
    95.4                          99.1%                           6/30/2004
     95                           94.2%                            Various          4,079,795       1,494,903       2,526,292
     96                           83.4%                           5/31/2004         1,800,990        638,392        1,138,748


    97.1                          100.0%                          6/30/2004
    97.2                          93.9%                           6/30/2004
     97                           98.2%                           6/30/2004         4,853,533       1,928,225       2,868,008
     98                           100.0%                          8/3/2004           439,723         262,268         169,105


     99                           92.0%                           8/31/2004         2,858,827       1,364,273       1,471,982
     100                          96.4%                           8/31/2004         1,684,116        650,603        1,015,313
     101                          91.4%                           8/31/2004         1,181,927        532,216         649,711
     102                          98.8%                           8/31/2004         1,042,142        439,613         592,649
     103                          89.8%                           8/31/2004         1,008,483        467,746         533,177
     104                          97.7%                           8/31/2004          646,248         243,869         399,079
     105                          95.1%                           9/8/2004           828,496         432,029         387,317
     106                          98.6%                           8/31/2004          641,638         322,250         311,540
     107                          89.9%                           4/30/2004          353,170         124,111         224,109
     108                          85.0%                           7/31/2004         4,461,854       2,473,488       1,678,238
     109                          80.0%                           7/1/2004           476,262                         476,262
---------------------------------------------------------------------------------------------------------------------------------

=================================================================================================================================






                                         U/W
                                     REPLACEMENT
                           U/W         RESERVES               MOST                MOST         MOST          FULL           FULL
             U/W       REPLACEMENT    PER UNIT/              RECENT              RECENT       RECENT         YEAR           YEAR
SEQUENCE    DSCR        RESERVES     SF/ PAD/ROOM        STATEMENT TYPE         END DATE        NOI        END DATE         NOI
--------    -----       --------     ------------        --------------         --------        ---        --------         ---

    1       2.22x        $98,200       $199.59              Full Year          12/31/2003    $9,171,719   12/31/2002     $8,329,048

   2.1                   76,000         250.00             Trailing 12         3/31/2004     1,732,054    12/31/2003     1,721,248
   2.2                   72,000         250.00             Trailing 12         3/31/2004     1,594,997    12/31/2003     1,500,268
    2        1.23        148,000        250.00             Trailing 12         3/31/2004     3,327,051    12/31/2003     3,221,516

    3        1.26        53,900         350.00       Annualized Most Recent    8/31/2004     1,124,688    12/31/2003     1,166,220
    4        1.35        70,245         501.75              Full Year          8/25/2004      899,626     12/31/2002     1,372,215
    5        1.20        38,200         200.00
    6        1.25        44,800         200.00             Trailing 12         5/31/2004      943,879     12/31/2003      913,540
    7        1.22        67,080         258.00       Annualized Most Recent    7/31/2004      906,093     12/31/2003      937,938
    8        1.40        72,179         340.47             Trailing 12         4/30/2004      887,890     12/31/2003      892,564

   9.1                    4,500         250.00       Annualized Most Recent    7/31/2004      195,331     12/31/2003      197,623
   9.2                    4,000         250.00       Annualized Most Recent    7/31/2004      199,109     12/31/2003      197,219
    9        1.20         8,500         250.00       Annualized Most Recent    7/31/2004      394,440     12/31/2003      394,842
  10.1                    2,750         250.00       Annualized Most Recent    7/31/2004      147,715     12/31/2003      144,606
  10.2                    2,500         250.00       Annualized Most Recent    7/31/2004      120,405     12/31/2003      115,705
   10        1.20         5,250         250.00       Annualized Most Recent    7/31/2004      268,120     12/31/2003      260,311


   11        1.35        64,000         250.00             Trailing 12         4/30/2004      790,054     12/31/2003      788,757
   12        1.28        32,475         253.71             Trailing 12         4/30/2004      595,646     12/31/2003      591,659
   13        1.28        21,185         223.00             Trailing 12         7/31/2004      472,334     12/31/2003      434,583
   14        1.31        84,000         350.00       Annualized Most Recent    7/31/2004      621,348     12/31/2003      433,297
   15        7.11        62,000         252.03                                                            10/31/2003      373,336
   16        1.32        36,410         293.63             Trailing 12         6/30/2004      389,946     12/31/2003      404,455
   17        1.40        33,000         250.00             Trailing 12         7/31/2004      392,789     12/31/2003      388,000
   18        1.35        21,150         225.00             Trailing 12         7/31/2004      338,967     12/31/2003      399,725
   19        1.22        105,155         0.25        Annualized Most Recent    6/30/2004     4,571,708    12/31/2003     5,042,932

   20        1.25        20,115          0.20
   21        1.13                                          Trailing 12         4/30/2004     1,363,100    12/31/2003     1,283,733


   22        1.23        36,315          0.20        Annualized Most Recent    6/30/2004     3,184,285    12/31/2003     2,828,184
   23        1.88        13,202          0.10        Annualized Most Recent    6/30/2004     3,842,134    12/31/2003     3,608,066
   24        1.26        25,162          0.15              Trailing 12         5/30/2004     1,155,255    12/31/2003     1,048,823
   25        1.30         8,440          0.12        Annualized Most Recent    5/31/2004      996,657     12/31/2003     1,031,727
   26        1.38        21,800          0.15              Trailing 12         7/31/2004     1,379,194    12/31/2003     1,356,344
   27        1.68        21,672          0.29        Annualized Most Recent    7/31/2004     1,577,913    12/31/2003     1,676,481
   28        1.24        17,390          0.15              Trailing 12         4/30/2004     1,148,352    12/31/2003     1,100,604
   29        1.26        13,143          0.15              Trailing 12         4/30/2004      931,077     12/31/2003      788,672
   30        1.37        64,495          0.29              Trailing 12         4/30/2004     1,430,285    12/31/2003     1,405,648
   31        1.42        40,330          0.33        Annualized Most Recent    6/30/2004     1,025,340    12/31/2002      968,935
   32        1.35        13,056          0.15        Annualized Most Recent    6/30/2004     1,260,472    12/31/2003      855,211
   33        1.20         3,151          0.03
   34        1.64        20,923          0.19              Trailing 12         6/30/2004      876,867     12/31/2003      857,798
   35        1.52        42,304          0.44        Annualized Most Recent    6/30/2004      847,074     12/31/2003      801,224
   36        1.30         3,439          0.10
   37        1.31        14,735          0.25        Annualized Most Recent    6/30/2004      725,642     12/31/2003      701,109
   38        1.36         6,779          0.15        Annualized Most Recent    6/30/2004      767,166
   39        1.61        11,784          0.27              Trailing 12         4/30/2004      460,556     12/31/2003      455,999
   40        1.33         3,213          0.18              Trailing 12         3/31/2004      422,015     12/31/2003      416,942
   41        1.50        10,777          0.25              Trailing 12         3/31/2004      324,250     12/31/2003      333,015
   42        1.36         8,620          0.20        Annualized Most Recent    3/31/2004      440,176     12/31/2003      379,587
   43        1.24         1,449          0.10
   44        1.41         3,715          0.09
   45        1.40         2,658          0.15        Annualized Most Recent    6/30/2004      236,852
   46        1.25         8,730          0.15        Annualized Most Recent    5/31/2004      309,518     12/31/2003      314,923
   47        1.36         2,036          0.20
   48        1.42         6,109          0.35
   49        1.52         2,100          0.15        Annualized Most Recent     4/1/2004      46,538
   50        2.21        534,998         0.30               Full Year          12/31/2003    59,931,759   12/31/2002     66,132,988

  51.1                   36,169          0.20              Trailing 12         6/30/2004     3,356,046    12/31/2003     3,549,967
  51.2                   15,667          0.20              Trailing 12         6/30/2004     1,059,844    12/31/2003     1,072,384
   51        1.26        51,836          0.20              Trailing 12         6/30/2004     4,415,890    12/31/2003     4,622,351

   52        1.41        68,581          0.20        Annualized Most Recent    6/30/2004     4,502,437    12/31/2003     3,060,256
   53        1.36        56,945          0.20              Trailing 12         6/30/2004     3,899,716    12/31/2003     3,767,003

  54.1
  54.2
   54        1.29        27,788          0.20        Annualized Most Recent    9/30/2004     1,298,401    12/31/2003     1,064,033
   55        1.39        25,002          0.20        Annualized Most Recent    9/30/2004     1,256,496    12/31/2003     1,065,785
   56        1.94         7,091          0.20        Annualized Most Recent    9/30/2004      459,973     12/31/2003      410,826
   57        1.24        12,086          0.20        Annualized Most Recent    9/30/2004      281,043     12/31/2003      190,765


   58        1.25        23,970          0.15        Annualized Most Recent    6/30/2004     2,048,000    12/31/2002     2,048,000
   59        1.51        32,951          0.20        Annualized Most Recent    3/31/2004     1,033,672    12/31/2003     1,028,932
   60        1.28        10,683          0.26              Trailing 12         3/31/2004      576,997     12/31/2003      556,050
   61        1.65        11,766          0.20        Annualized Most Recent    9/30/2004      695,203     12/31/2003      647,337
   62        1.57        15,514          0.20              Trailing 12          5/1/2004      622,423     12/31/2003      595,618
   63        1.61        11,347          0.20        Annualized Most Recent    9/30/2004      470,543     12/31/2003      409,532
   64        1.39        74,085          0.15              Trailing 12         4/30/2004     2,086,370    12/31/2003     1,835,062
   65        1.47        64,925          0.10
   66        1.21         9,281          0.10
   67        1.31        57,069          0.22              Trailing 12         4/30/2004      966,589     12/31/2003      821,331

  68.1                   13,162          0.20              Trailing 12         4/30/2004      425,829     12/31/2003      418,243
  68.2                    6,754          0.17              Trailing 12         4/30/2004      307,809     12/31/2003      306,943
   68        1.30        19,916          0.19              Trailing 12         4/30/2004      733,638     12/31/2003      725,186

   69        1.33        17,134          0.17              Trailing 12         4/30/2004      655,098     12/31/2003      693,168
   70        1.86        12,182          0.10
   71        1.31        17,862          0.16              Trailing 12         5/30/2004      770,646     12/31/2003      791,536
   72        1.28        15,314          0.12              Trailing 12         5/30/2004      748,889     12/31/2003      756,126
   73        1.29        15,768          0.10              Trailing 12         7/31/2004      537,745     12/31/2003      449,580
   74        1.32        10,388          0.15              Trailing 12         5/31/2004      574,185     12/31/2003      462,223
   75        1.29         7,538          0.10        Annualized Most Recent    5/31/2004      418,752     12/31/2003      212,389
   76        1.31        14,848          0.16              Trailing 12         5/31/2004      540,634     12/31/2003      541,747
   77        1.88        14,872          0.15        Annualized Most Recent    6/30/2004      785,348     12/31/2003       60,451
   78        1.56        11,385          0.15              Trailing 12         3/31/2004      757,517     12/31/2003      742,425
   79        1.27        19,010          0.23        Annualized Most Recent    5/31/2004      536,340     12/31/2003      318,418
   80        1.55        17,286          0.15              Trailing 12         4/30/2004      662,350     12/31/2003      659,120
   81        1.44         7,464          0.15              Trailing 12         5/31/2004      586,145     12/31/2003      598,586
   82        1.96         8,487          0.19              Trailing 12         4/30/2004      593,905     12/31/2003      587,456
   83        1.34        18,604          0.15              Trailing 12         4/30/2004      463,663     12/31/2003      473,619
   84        1.39        18,367          0.25              Trailing 12         4/30/2004      530,766     12/31/2003      560,932
   85        1.40         5,760          0.15              Trailing 12          5/1/2004      382,965     12/31/2003      389,925
   86        1.36         8,885          0.15              Trailing 12         5/31/2004      257,662
   87        1.51         5,196          0.15              Trailing 12         4/30/2004      398,969     12/31/2003      394,877
   88        1.47        10,112          0.15              Trailing 12         5/31/2004      362,988
   89        1.36        15,057          0.15              Trailing 12         3/31/2004      374,542     12/31/2003      398,254
   90        1.26         2,914          0.06        Annualized Most Recent    7/31/2004      309,067     12/31/2003      211,742
   91        1.28         5,171          0.15              Trailing 12         6/30/2004      202,620     12/31/2003      144,359
   92        1.44         9,063          0.15              Trailing 12         3/31/2004      245,640     12/31/2003      200,527
   93        2.37       1,536,072      5,242.57            Trailing 12         9/30/2004     14,195,599   12/31/2003     10,751,215
   94        3.10        156,722         0.10        Annualized Most Recent    8/31/2004     7,241,639    12/31/2003     7,002,222

  95.1
  95.2
  95.3
  95.4
   95        1.43        58,600         50.13        Annualized Most Recent    6/30/2004     3,040,168    12/31/2003     2,582,723
   96        1.33        23,850         50.00        Annualized Most Recent    5/31/2004     1,228,102    12/31/2003     1,216,756


  97.1
  97.2
   97        1.23        57,300         50.00        Annualized Most Recent    6/30/2004     3,496,266    12/31/2003     3,064,462
   98        1.74         8,350         50.00        Annualized Most Recent    6/30/2004      381,089     12/31/2003      157,472


   99        1.20        22,572         36.00        Annualized Most Recent    8/31/2004     1,469,931    12/31/2003     1,472,231
   100       1.24        18,200         50.00        Annualized Most Recent    5/31/2004     1,025,707    12/31/2003     1,107,527
   101       1.21                                    Annualized Most Recent    5/31/2004      628,632     12/31/2002      583,943
   102       1.28         9,880         40.00        Annualized Most Recent    5/31/2004      666,934     12/31/2003      560,363
   103       1.22         7,560         35.00        Annualized Most Recent    5/31/2004      549,446     12/31/2003      499,420
   104       1.21         3,300         25.00        Annualized Most Recent    5/31/2004      374,873     12/31/2003      399,122
   105       1.21         9,150         50.00        Annualized Most Recent    5/31/2004      384,127     12/31/2003      310,711
   106       1.21         7,848         41.74        Annualized Most Recent    5/31/2004      376,601     12/31/2003      319,946
   107       1.54         4,950         50.00              Trailing 12         3/31/2004      235,537     12/31/2003      231,881
   108       1.64        310,128       1,623.71            Trailing 12         7/31/2004     1,730,931    12/31/2003     1,375,753
   109       1.48
------------------------------------------------------------------------------------------------------------------------------------
            1.64X
====================================================================================================================================






                                                                               LARGEST          LARGEST           LARGEST
                                                                                TENANT           TENANT           TENANT
                                                                                LEASED            % OF             LEASE
  SEQUENCE    LARGEST TENANT                                                      SF            TOTAL SF        EXPIRATION
  --------    --------------                                                      --            --------        ----------

      1

     2.1
     2.2
      2

      3
      4
      5
      6
      7
      8

     9.1
     9.2
      9
    10.1
    10.2
     10


     11
     12
     13
     14
     15
     16
     17
     18
     19       Burlington Coat Factory                                          $80,100            19%            2/28/2007

     20       REI                                                               25,944            26%           11/30/2019
     21       Jefferson at Congressional Village LLC                           317,180            100%          11/30/2082


     22       Michaels                                                          23,923            13%           10/31/2009
     23       Galleria Market                                                   69,075            52%            6/30/2016
     24       Office Max                                                        36,560            21%           12/31/2009
     25       Coldwell Banker/Capital Title                                     7,250             10%            2/14/2009
     26       Publix                                                            37,888            26%            2/28/2019
     27       Seaman Furniture                                                  29,100            39%            2/28/2015
     28       Staples                                                           22,206            19%            6/30/2009
     29       Publix                                                            54,340            62%           12/31/2023
     30       Windsor Antique Market                                            33,962            15%            9/1/2009
     31       King Soopers                                                      55,669            46%            1/31/2008
     32       Kroger                                                            61,833            71%            2/28/2018
     33       Home Depot                                                       106,000            84%            4/25/2029
     34       Safeway                                                           54,180            49%            8/31/2022
     35       Winn Dixie                                                        44,000            46%            7/31/2005
     36       Staples                                                           20,388            59%            4/2/2019
     37       Longs Drugs                                                       19,924            34%            2/28/2019
     38       99 Cent Store                                                     6,000             13%            3/1/2009
     39       Blockbuster Video                                                 5,400             12%            8/31/2010
     40       Dahlin Group                                                      3,900             21%            7/31/2008
     41       Eckerd Drugs (CVS)                                                8,640             20%            5/29/2007
     42       West Marine Products                                              8,100             19%            12/5/2007
     43       Walgreens                                                         14,490            100%           6/30/2024
     44       Michael's                                                         21,280            52%            2/28/2014
     45       Tin Star                                                          3,468             20%            6/30/2014
     46       Food Lion                                                         30,720            53%            4/11/2016
     47       Hollywood Video                                                   6,400             63%            5/18/2014
     48       Countrywide Home Loan                                             3,704             21%            4/30/2008
     49       Hollywood Entertainment Corp.                                     6,020             43%            12/1/2012
     50       Bank of America, N.A.                                            662,524            37%            9/30/2015

    51.1      MedStar                                                           66,873            37%           10/31/2008
    51.2      Olives DC, LLC                                                    11,557            15%           11/30/2013
     51

     52       Certified Tours                                                   77,710            23%            7/31/2007
     53       Accredo Health, Inc.                                              37,550            13%            9/30/2007

    54.1      Comprehensive Primary                                             6,086              9%            5/31/2011
    54.2      Physicians Medical Center                                         10,692            15%            5/31/2007
     54
     55       HCA                                                               17,397            14%            6/30/2010
     56       HCA                                                               18,321            52%            6/30/2005
     57       Obstetrix Medical Group                                           8,939             15%            5/14/2006


     58       Medical Mutual of Ohio                                           159,800            100%           3/31/2020
     59       Unites States of America (GSA)                                    32,312            20%            4/30/2009
     60       Watson Realty                                                     24,184            59%            5/31/2009
     61       HCA                                                               25,035            43%            6/30/2005
     62       Mann Berkley Eye Center                                           26,381            34%            2/28/2011
     63       Olympia                                                           13,892            25%            9/30/2008
     64       Jeld-Wen, Inc                                                    123,270            25%            3/31/2007
     65       L'Oreal USA S/D, Inc.                                            649,250            100%           7/31/2019
     66       WinCup Holdings                                                   78,880            83%            6/30/2010
     67       Publix Super Markets                                              44,745            17%           11/30/2006

    68.1      Sports Plus LLC                                                   19,200            29%            5/31/2008
    68.2      Easter Seals Society of New Jersey, Inc.                          15,000            38%           12/31/2008
     68

     69       L.H. Cowan & Associates                                           11,995            12%            7/31/2007
     70       TRAK Microwave                                                   121,818            100%           5/31/2017
     71
     72
     73
     74
     75
     76
     77
     78
     79
     80
     81
     82
     83
     84
     85
     86
     87
     88
     89
     90
     91
     92
     93       Gradient Corporation                                              21,550            14%           12/31/2009
     94       City of New York - Department of General Services                486,115            31%            2/9/2006

    95.1
    95.2
    95.3
    95.4
     95
     96


    97.1
    97.2
     97
     98


     99
     100
     101
     102
     103
     104
     105
     106
     107
     108
     109
-------------------------------------------------------------------------------------------------------------------------------

===============================================================================================================================






                                                                                           SECOND             SECOND
                                                                           SECOND         LARGEST            LARGEST
                                                                          LARGEST          TENANT             TENANT
                                                                           TENANT           % OF              LEASE
      SEQUENCE        SECOND LARGEST TENANT                              LEASED SF        TOTAL SF          EXPIRATION
      --------        ---------------------                              ---------        --------          ----------

          1

         2.1
         2.2
          2

          3
          4
          5
          6
          7
          8

         9.1
         9.2
          9
        10.1
        10.2
         10


         11
         12
         13
         14
         15
         16
         17
         18
         19           Shop Rite                                           $72,200           17%             3/31/2015

         20           Storehouse                                           11,000           11%             11/30/2009
         21


         22           Staples                                              23,884           13%             2/28/2015
         23           Cosmos Electronics                                   5,366             4%             6/30/2006
         24           Bally Total Fitness                                  30,620           18%             11/30/2014
         25           Grimaldi's                                           5,000             7%             8/31/2014
         26           Eckerd Drugs #213R                                   10,909            8%             2/19/2018
         27           Evolution Fitness                                    9,365            13%             12/31/2018
         28           Rugged Warehouse                                     11,250           10%             9/30/2007
         29           Dollar Pavilion                                      4,200             5%             9/30/2006
         30           Sun & Ski                                            30,498           14%             1/31/2012
         31           La Fontana                                           5,600             5%             12/31/2008
         32           Blockbuster Video                                    6,000             7%             5/31/2006
         33           Donald Rice Tires                                    11,542            9%             2/28/2015
         34           Family Dollar                                        9,375             8%             12/31/2008
         35           Eckerd                                               9,504            10%             7/17/2010
         36           Kaiser Foundation                                    6,000            17%             6/27/2011
         37           Bank of America                                      6,228            11%             12/31/2010
         38           The Shoe Show                                        5,200            12%              3/1/2009
         39           CiCis Pizza #299                                     4,050             9%             12/31/2009
         40           McCulley Group                                       3,115            17%             11/30/2008
         41           Fajita Willies                                       5,467            13%             6/30/2005
         42           El Dorado Tile, Marble & Granite                     4,683            11%             6/30/2006
         43
         44           Office Depot                                         20,000           48%             2/28/2014
         45           Cheesey Jane's                                       3,355            19%             11/30/2013
         46           Super Dollar                                         6,000            10%             10/31/2007
         47           Chipotle                                             2,580            25%             6/30/2009
         48           Padonia Video, LLP                                   3,250            19%             7/31/2008
         49           Texas Smiles                                         2,520            18%              2/1/2008
         50           Goldman, Sachs & Co.                                 90,504            5%             8/31/2010

        51.1          Fannie Mae                                           62,485           35%             4/30/2008
        51.2          Radio Television News                                8,670            11%             10/31/2011
         51

         52           Silversea Cruises, Ltd.                              44,134           13%             12/31/2010
         53           Laurel Networks, Inc.                                31,476           11%             5/31/2006

        54.1          Eugene Eisenman                                      5,590             8%                MTM
        54.2          Sher-Brody Institute                                 6,744            10%             8/31/2007
         54
         55           UNSOM Multi Specialty                                13,861           11%             5/31/2006
         56           Joel Lubritz                                         6,032            17%             3/14/2006
         57           HCA/Hospital                                         7,549            12%              9/9/2006


         58
         59           Armbrecht  Jackson & Demouy                          29,436           18%             2/29/2008
         60           Stewart Title                                        11,456           28%             1/31/2010
         61           Physicians Clinical                                  4,689             8%             4/30/2009
         62           Kroger & Associates                                  13,066           17%             7/31/2006
         63           HCA                                                  7,052            13%             6/30/2008
         64           Hay House                                           109,952           22%             12/31/2007
         65
         66           Lippenberger Law Firm                                6,565             7%             2/28/2008
         67           Iron Mountain Records                                27,000           10%             3/31/2005

        68.1          Comnet Telecom Supply, Incorporated                  15,770           23%             12/31/2005
        68.2          Whole Year Trading Company                           5,000            13%             1/31/2009
         68

         69           Buy Direct, Inc.                                     9,880            10%             7/31/2006
         70
         71
         72
         73
         74
         75
         76
         77
         78
         79
         80
         81
         82
         83
         84
         85
         86
         87
         88
         89
         90
         91
         92
         93           Lexecon                                              21,550           14%             10/31/2007
         94           Middle Village Associates                           265,000           17%             9/30/2014

        95.1
        95.2
        95.3
        95.4
         95
         96


        97.1
        97.2
         97
         98


         99
         100
         101
         102
         103
         104
         105
         106
         107
         108
         109
----------------------------------------------------------------------------------------------------------------------------

============================================================================================================================






                                                                                           THIRD                 THIRD
                                                                        THIRD             LARGEST               LARGEST
                                                                       LARGEST             TENANT               TENANT
                                                                        TENANT              % OF                 LEASE
      SEQUENCE        THIRD LARGEST TENANT                            LEASED SF           TOTAL SF            EXPIRATION
      --------        --------------------                            ---------           --------            ----------

          1

         2.1
         2.2
          2

          3
          4
          5
          6
          7
          8

         9.1
         9.2
          9
        10.1
        10.2
         10


         11
         12
         13
         14
         15
         16
         17
         18
         19           United Artist Theater                            $38,849               9%                8/31/2009

         20           Verizon Wireless                                  6,668                7%                2/29/2008
         21


         22           Fairfield Communities (Cendant)                   15,600               9%               12/31/2006
         23           Hanmi Bank                                        4,181                3%                6/30/2006
         24           US Postal Services                                21,152              12%                1/31/2011
         25           Bank One                                          4,852                7%                1/1/2022
         26           Aaron Rents                                       8,228                6%                9/30/2010
         27           CyBronze                                          8,700               12%                9/14/2018
         28           Carlton, LTD.                                     8,320                7%                2/29/2008
         29           Diamond Nails and Spa                             2,400                3%                4/30/2008
         30           Cinemark USA                                      26,605              12%               10/31/2007
         31           perfect Teeth                                     4,058                3%                7/31/2008
         32           China Queen                                       3,874                4%                6/30/2007
         33           Carrabba's Italian Grill                          6,440                5%                2/28/2015
         34           Aaron Rents                                       4,044                4%               10/31/2008
         35           Gator's Dockside                                  4,897                5%               10/31/2011
         36           Style Xpress                                      6,000               17%                5/14/2011
         37           Anacapa Dental Care                               2,869                5%               12/31/2008
         38           The Cato Corp.                                    4,160                9%                3/1/2009
         39           Osami Japanese Restaurant                         3,950                9%                5/31/2006
         40           Blackbird Interiors                               2,721               15%                3/31/2005
         41           Wish's Club                                       3,545                8%                7/31/2005
         42           PBC Enterprises, Inc.                             4,170               10%                7/31/2005
         43
         44
         45           Payless Shoes                                     2,800               16%               11/30/2008
         46           Dollar Tree Stores                                6,000               10%                9/30/2007
         47           The Book A Near                                   1,200               12%                7/31/2007
         48           Hunt Valley Jewelers                              2,285               13%                2/28/2009
         49           T Mobile/Voicestream                              1,750               13%                4/1/2008
         50           Morgan Stanley & Co.                              85,347               5%               10/31/2011

        51.1          Georgetown University                             50,334              28%               10/31/2008
        51.2          Control Risks Group, LLC                          6,509                8%                1/31/2013
         51

         52           Stratis Business Center                           15,190               4%               10/31/2011
         53           Bayer Corporate & Business Services               30,145              11%                4/30/2006

        54.1          Carlos Fonte                                      5,391                8%               10/31/2006
        54.2          Nevada Cardiology                                 6,735               10%               12/31/2005
         54
         55           Children's Heart Center                           11,405               9%                12/1/2013
         56           The Lung Center of Nevada                         5,413               15%                   MTM
         57           Pediatric Gastroenterology                        3,839                6%                9/30/2008


         58
         59           McDowell Knight Roedder                           16,340              10%               10/30/2009
         60           ABA Energy                                        5,450               13%                6/30/2005
         61           Personal Care Pediatric                           3,180                5%                5/31/2009
         62           Professional Design Group                         10,351              13%                2/28/2006
         63           Black Hills Pediatric                             3,027                5%                9/30/2006
         64           Dow Stereo Video, Inc                            106,268              22%               12/31/2011
         65
         66           Neurobehavioral                                   1,551                2%                6/30/2007
         67           Gulf Coast / Allstates                            18,960               7%                7/31/2006

        68.1          New Jersey's Cheer Factory, LLC                   9,590               14%                6/30/2007
        68.2          Walther Electric Corporation                      5,000               13%               12/31/2006
         68

         69           American Home Patient                             9,460                9%                1/31/2008
         70
         71
         72
         73
         74
         75
         76
         77
         78
         79
         80
         81
         82
         83
         84
         85
         86
         87
         88
         89
         90
         91
         92
         93           Institute for Healthcare Improvement              17,456              12%                1/31/2012
         94           Levitz Furniture Corporation                     174,000              11%                3/31/2014

        95.1
        95.2
        95.3
        95.4
         95
         96


        97.1
        97.2
         97
         98


         99
         100
         101
         102
         103
         104
         105
         106
         107
         108
         109
-------------------------------------------------------------------------------------------------------------------------------

===============================================================================================================================



(i)      Administrative Fee Rate includes the Sub-Servicing Fee Rate.
(ii)     For Mortgage Loans which accrue interest on the basis of actual days
         elapsed each calendar month and a 360-day yr. or a 365-day yr., the
         amortization term is the term over which the Mortgage Loans would
         amortize if interest accrued and was paid on the basis of a 360-day yr.
         consisting of twelve 30-day months. The actual amortization would be
         longer.

                                                                        ANNEX A

                 CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS

     The schedule and tables appearing in this Annex A set forth certain
information with respect to the Mortgage Loans and Mortgaged Properties. Unless
otherwise indicated, such information is presented as of the Cut-off Date. The
statistics in such schedule and tables were derived, in many cases, from
information and operating statements furnished by or on behalf of the
respective borrowers. Such information and operating statements were generally
unaudited and have not been independently verified by the Depositor or any
Underwriter, or any of their respective affiliates or any other person. All
numerical and statistical information presented in this prospectus supplement
are calculated as described under "Summary of Prospectus Supplement--Mortgage
Loans--Certain Mortgage Loan Calculations" in this prospectus supplement.

     For purposes of the prospectus supplement, including the schedule and
tables in this Annex A, the indicated terms shall have the following meanings
and the schedules and tables in this Annex A will be qualified by the
following:

      1. "Administrative Fee Rate" means the sum of the Master Servicing Fee
   Rate (including the per annum rates at which the monthly sub-servicing fee
   is payable to the related Sub-Servicer (the "Sub-Servicing Fee Rate")),
   plus the per annum rate applicable to the calculation of the Trustee Fee.

      2. "Annual Debt Service" means the amount derived by multiplying the
   Monthly Payment set forth for each Mortgage Loan in this Annex A by twelve.
   For purposes of calculating the "Annual Debt Service" for Loan Nos. 58399,
   58396, 760032628 and 760033784, the amount of the Monthly Payment is
   calculated based upon (a) the related interest rate, (b) a 360 month
   amortization term and (c) the related original principal balance.

      3. "Appraisal Value" means, for any Mortgaged Property, the appraiser's
   value as stated in the appraisal available to the Depositor as of the date
   specified on the schedule.

      4. "Balloon" means a loan that has a significant outstanding balance at
maturity.

      5. "Cash Flow" means with respect to any Mortgaged Property, the total
   cash flow available for Annual Debt Service on the related Mortgage Loan,
   generally calculated as the excess of Revenues over Expenses, capital
   expenditures and tenant improvements and leasing commissions.

         (i) "Revenues" generally consist of certain revenues received in
      respect of a Mortgaged Property, including, for example, (A) for the
      Multifamily Mortgaged Properties, rental and other revenues; (B) for the
      Commercial Mortgaged Properties, base rent (less mark-to-market
      adjustments in some cases), percentage rent, expense reimbursements and
      other revenues; and (C) for hotel Mortgaged Properties, guest room rates,
      food and beverage charges, telephone charges and other revenues.

         (ii) "Expenses" generally consist of all expenses incurred for a
      Mortgaged Property, including for example, salaries and wages, the costs
      or fees of utilities, repairs and maintenance, marketing, insurance,
      management, landscaping, security (if provided at the Mortgaged Property)
      and the amount of real estate taxes, general and administrative expenses,
      ground lease payments, and other costs but without any deductions for
      debt service, depreciation and amortization or capital expenditures
      therefor. In the case of hotel Mortgaged Properties, Expenses include,
      for example, expenses relating to guest rooms (hotels only), food and
      beverage costs, telephone bills, and rental and other expenses, and such
      operating expenses as general and administrative, marketing and franchise
      fees.

     In certain cases, Full Year Cash Flow, Most Recent Cash Flow and/or U/W
Cash Flow have been adjusted by removing certain non-recurring expenses and
revenue or by certain other normalizations. Such Cash Flow does not necessarily
reflect accrual of certain costs such as capital expenditures and leasing
commissions and does not reflect non-cash items such as depreciation or


                                      A-1


amortization. In some cases, capital expenditures and non-recurring items may
have been treated by a borrower as an expense but were deducted from Most
Recent Expenses, Full Year Expenses or U/W Expenses to reflect normalized Most
Recent Cash Flow, Full Year Cash Flow or U/W Cash Flow, as the case may be. The
Depositor has not made any attempt to verify the accuracy of any information
provided by each borrower or to reflect changes that may have occurred since
the date of the information provided by each borrower for the related Mortgaged
Property. Such Cash Flow was not necessarily determined in accordance with
generally accepted accounting principles ("GAAP"). Such Cash Flow is not a
substitute for net income determined in accordance with GAAP as a measure of
the results of a Mortgaged Property's operations or a substitute for cash flows
from operating activities determined in accordance with GAAP as a measure of
liquidity. Moreover, in certain cases such Cash Flow may reflect partial-year
annualizations.

      6. "Cut-off Date Loan-to-Value Ratio", "Cut-off Date LTV Ratio" or
   "Cut-off Date LTV" means, with respect to any Mortgage Loan, the Cut-off
   Date Balance of such Mortgage Loan divided by the Appraisal Value of the
   related Mortgaged Property.

      7. "DEFEASANCE" means, with respect to any Mortgage Loan, that such
   Mortgage Loan is subject to a Defeasance Option.

      8. "Discount Rate" means, with respect to any prepayment premium
   calculation, the yield on the U.S. Treasury issue with a maturity date
   closest to the maturity date for the Mortgage Loan being prepaid, or an
   interpolation thereof.

      9. "Full Year End Date" means, with respect to each Mortgage Loan, the
   date indicated in Annex A as the "Full Year End Date" with respect to such
   Mortgage Loan, which date is generally the end date with respect to the
   period covered by the latest available annual operating statement provided
   by the related borrower.

      10. "Full Year Cash Flow" means, with respect to any Mortgaged Property,
   the Cash Flow derived therefrom that was available for debt service,
   calculated as Full Year Revenues less Full Year Expenses, Full Year capital
   expenditures and Full Year tenant improvements and leasing commissions. See
   also "Cash Flow" above.

         (i) "Full Year Revenues" are the Revenues received (or annualized or
      estimated in certain cases) in respect of a Mortgaged Property for the
      12-month period ended as of the Full Year End Date, based upon the latest
      available annual operating statement and other information furnished by
      the borrower for its most recently ended fiscal year.

         (ii) "Full Year Expenses" are the Expenses incurred (or annualized or
      estimated in certain cases) for a Mortgaged Property for the 12-month
      period ended as of the Full Year End Date, based upon the latest
      available annual operating statement and other information furnished by
      the borrower for its most recently ended fiscal year.

      11. "Fully Amortizing" means a fully amortizing Mortgage Loan; except
   that such Mortgage Loan may have a payment due at its maturity in excess of
   its scheduled Monthly Payment.

      12. "Interest Only" means any Mortgage Loan which requires scheduled
   payments of interest only until the related Maturity Date.

      13. "IO, Balloon" means any Mortgage Loan which requires only scheduled
   payments of interest for some (but not all) of the term of the related
   Mortgage Loan and that has a significant outstanding balance at maturity.

      14. "Leasable Square Footage" or "Net Rentable Area (SF)" means, in the
   case of a Mortgaged Property operated as a retail center, office complex or
   industrial or warehouse facility, the square footage of the net leasable
   area.

      15. "Maturity" or "Maturity Date" means, with respect to any Mortgage
   Loan, the date specified in the related Mortgage Note as its stated
   maturity date.

      16. "Maturity Date Balance" means, with respect to any Mortgage Loan, the
   balance due at maturity, assuming no prepayments, defaults or extensions.


                                      A-2


      17. "Maturity Date Loan-to-Value Ratio" or "Maturity Date LTV" means,
   with respect to any Mortgage Loan, the Maturity Date Balance, divided by
   the Appraisal Value of the related Mortgaged Property.

      18. "Most Recent Cash Flow" means, with respect to any Mortgaged
   Property, the Cash Flow derived therefrom that was available for debt
   service, calculated as Most Recent Revenues less Most Recent Expenses, Most
   Recent capital expenditures and Most Recent tenant improvements and leasing
   commissions. See also "Cash Flow" above.

         (i) "Most Recent Revenues" are the Revenues received (or annualized or
      estimated in certain cases) in respect of a Mortgaged Property for the
      12-month period ended on the Most Recent Date, based upon operating
      statements and other information furnished by the related borrower.

         (ii) "Most Recent Expenses" are the Expenses incurred (or annualized
      or estimated in certain cases) for a Mortgaged Property for the 12-month
      period ended on the Most Recent Date, based upon operating statements and
      other information furnished by the related borrower.

      19. "Most Recent Financial End Date" means, with respect to any Mortgage
   Loan, the date indicated in Annex A as the "Most Recent End Date" with
   respect to such Mortgage Loan which date is generally the end date with
   respect to the period covered by the latest available operating statement
   provided by the related borrower.

      20. "Most Recent Statement Type" means certain financial information with
   respect to the Mortgaged Properties as set forth in the three categories
   listed in (i) through (iii) immediately below.

         (i) "Full Year" means certain financial information regarding the
      Mortgaged Properties presented as of the date which is presented in the
      Most Recent Financial End Date.

         (ii) "Annualized Most Recent" means certain financial information
      regarding the Mortgaged Properties which has been annualized based upon
      one month or more of financial data.

         (iii) "Trailing 12 Months" means certain financial information
      regarding a Mortgaged Properties which is presented for the trailing 12
      months prior to the Most Recent Financial End Date.

      21. "NPV (MEY)" refers to a method of calculation of a yield maintenance
   premium. Under this method prepayment premiums are generally equal to the
   greater of (i) one percent (1%) of the principal balance being prepaid, and
   (ii) the present value as of the date of prepayment of the remaining
   scheduled payments of principal and interest from the date of prepayment
   through the maturity date (including any ballon payment) determined by
   discounting such payments at a discount rate based on a treasury rate
   converted to a monthly compounded nominal yield as provided in the
   underlying note less the amount of the outstandig principal balance on the
   date of prepayment (after subtracting the scheduled principal payment on
   such date of prepayment). Loan No. DBM20357 has been assumed to be included
   in this category for purposes of Annex A.

      22. "Int Diff (BEY)" refers to a method of calculation of a yield
   maintenance premium. Under this method prepayment premiums are generally
   equal to an amount equal to the greater of (a) one percent (1%) of the
   principal amount being prepaid or (b) the product obtained by multiplying
   (x) the principal amount being prepaid, times (y) the difference obtained
   by subtracting (I) the Yield Rate from (II) the mortgage rate of the
   related Mortgage Note, times (z) the present value factor calculated using
   the following formula:

                                  1--(1+r)(-n)
                                  ----------
                                       r

   where r is equal to the Yield Rate and n is equal to the number of years
   and any fraction thereof, remaining between the date the prepayment is made
   and the maturity date of the related Mortgage Note.


                                      A-3


     As used in this definition, "Yield Rate" means the yield rate for the
specified United States Treasury security, as reported in The Wall Street
Journal on the fifth business day preceding the date the prepayment is required
in the related Mortgage Loan documents. Loan Nos. 58384, 57840, 57839, 58383,
57851, 57855, 57842 and 57843 have been assumed to be included in this category
for purposes of Annex A.

      23. "Int Diff (MEY)" refers to a method of calculation of a yield
   maintenance premium. Under this method, "Yield Maintenance" means a
   prepayment premium in an amount equal to the greater of (i) one percent
   (1%) of the portion of the Loan being prepaid, and (ii) the present value
   as of the Prepayment Calculation Date of a series of monthly payments over
   the remaining term of the Loan being prepaid assuming a per annum interest
   rate equal to the excess of the Note Rate over the Reinvestment Yield, and
   discounted at the Reinvestment Yield. As used herein, "Reinvestment Yield"
   means the yield rate for the specified United States Treasury security as
   described in the underlying Note converted to a monthly compounded nominal
   yield. The "Prepayment Calculation Date" means, as applicable, the date on
   which (i) Lender applies any prepayment to the reduction of the outstanding
   principal amount of this Note, (ii) Lender accelerates the Loan, in the
   case of a prepayment resulting from acceleration, or (iii) Lender applies
   funds held under any Reserve Account, in the case of a prepayment resulting
   from such an application (other than in connection with acceleration of the
   Loan). Loan No. 58275 has been assumed to be included in this category for
   purposes of Annex A.

      24. "Int Diff (MEY) - G" refers to a method of calculation of a yield
   maintenance premium. Under this method prepayment premiums are generally
   equal to an amount equal to the greater of:

         (a) 1% of the principal amount being prepaid, or
         (b) the sum of the present value on the date of prepayment, discounted
    using the Replacement Treasury Rate converted to a monthly equivalent
    yield, of the Monthly Interest Shortfalls for the remaining terms of the
    Mortgage Loan.

    For purposes of this definition:

         (i) "Monthly Interest Shortfall" will be calculated for each monthly
      payment date and is the product of (A) the dollar amount of the
      prepayment divided by 12, and (B) the positive results, if any, from (1)
      the yield derived from compounding semi-annually the Mortgage Rate minus
      (2) the Replacement Treasury Rate.

         (ii) "Replacement Treasury Rate" means, the yield calculated by linear
      interpolation (rounded to one thousandth of one percent (i.e., 0.001%))
      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 terms (are
      longer and one shorter) most nearly approximating the remaining Weighted
      Average Life (as defined below) of the mortgage loan as of the prepayment
      date. In the event Release H.15 is no longer published, the lender will
      select a comparable publication to determine the Replacement Treasury
      Rate.

         (iii) "Weighted Averaged Life" of the mortgage loan is determined as
      of the prepayment date by (i) multiplying the amount of each monthly
      principal payment that would have been paid had the prepayment not
      occurred by the number of months from the prepayment date to each payment
      date, (ii) adding the results and (iii) dividing the sum by the balance
      remaining on the mortgage loan on the prepayment date multiplied by 12.

      Loan Nos. 760033701, 760032835, 760032833, 760032834, 760032563 and
   760033033 have been assumed to be in this category for purposes of Annex A.


      25. "Occupancy %" or "Occupancy Percent" means the percentage of Leasable
   Square Footage or Total Units/Rooms/Pads, as the case may be, of the
   Mortgaged Property that was occupied as of a specified date, as specified
   by the borrower or as derived from the Mortgaged Property's rent rolls,
   which generally are calculated by physical presence or, alternatively,
   collected rents as a percentage of potential rental revenues.


                                      A-4


      26. "OPEN" means, with respect to any Mortgage Loan that such Mortgage
   Loan may be voluntarily prepaid without a Prepayment Premium.

      27. "Periodic Treasury Yield" means (a) the annual yield to maturity of
   the actively traded noncallable United States Treasury fixed interest rate
   security (other than 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 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 (b) twelve, if
   scheduled payment dates are monthly, or four, if scheduled payment dates
   are quarterly.

      28. "Related Loans" means two or more Mortgage Loans with respect to
   which the related Mortgaged Properties are either owned by the same entity
   or owned by two or more entities controlled by the same key principals.

      29. "UPB" means, with respect to any Mortgage Loan, its unpaid principal
balance.

      30. "Units", "Rooms" and "Pads" respectively, mean: (i) in the case of a
   Mortgaged Property operated as multifamily housing, the number of
   apartments, regardless of the size of or number of rooms in such apartment
   (referred to in the schedule as "Units"); (ii) in the case of a Mortgaged
   Property operated as a hotel, the number of rooms (referred to in the
   schedule as "Rooms"); and (iii) in the case of a Mortgaged Property
   operated as a Manufactured Housing Community, the number of pads (referred
   to in the schedule as "Pads").

      31. "U/W DSCR", "Underwritten DSCR", "Underwritten Debt Service Coverage
   Ratio", "Underwriting DSCR" or "Underwriting Debt Service Coverage Ratio"
   means, with respect to any Mortgage Loan (a) the U/W Cash Flow for the
   related Mortgaged Property divided by (b) the Annual Debt Service for such
   Mortgage Loan.

      32. "U/W Cash Flow", "Underwritten Cash Flow" or "Underwriting Cash Flow"
   means, with respect to any Mortgaged Property, the Cash Flow derived
   therefrom that was available for debt service, calculated as U/W Revenues
   less U/W Expenses, U/W Reserves and U/W tenant improvements and leasing
   commissions. See also "Cash Flow" above.

         (i) "U/W Revenues" are the anticipated Revenues in respect of a
      Mortgaged Property, generally determined by means of an estimate made at
      the origination of such Mortgage Loan or, as in some instances, as have
      been subsequently updated. U/W Revenues have generally been calculated
      (a) assuming that the occupancy rate for the Mortgaged Property was
      consistent with the Mortgaged Property's current or historical rate, or
      the relevant market rate, if such rate was less than the occupancy rate
      reflected in the most recent rent roll or operating statements, as the
      case may be, furnished by the related borrower, and (b) in the case of
      retail, office, industrial and warehouse Mortgaged Properties, assuming a
      level of reimbursements from tenants consistent with the terms of the
      related leases or historical trends at the Mortgaged Property, and in
      certain cases, assuming that a specified percentage of rent will become
      defaulted or otherwise uncollectible. In addition, in the case of retail,
      office, industrial and warehouse Mortgaged Properties, upward adjustments
      may have been made with respect to such revenues to account for all or a
      portion of the rents provided for under any new leases scheduled to take
      effect later in the year. Also, in the case of certain Mortgaged
      Properties that are operated as nursing home or hotel properties and are
      subject to an operating lease with a single operator, U/W Revenues were
      calculated based on revenues received by the operator rather than rental
      payments received by the related borrower under the operating lease.

         (ii) "U/W Expenses" are the anticipated Expenses in respect of a
      Mortgaged Property, generally determined by means of an estimate made at
      the origination of such Mortgage Loan or as in some instances as may be
      updated. U/W Expenses were generally assumed to be equal to historical
      annual expenses reflected in the operating statements and other


                                      A-5


      information furnished by the borrower, except that such expenses were
      generally modified by (a) if there was no management fee or a below
      market management fee, assuming that a management fee was payable with
      respect to the Mortgaged Property in an amount approximately equal to a
      percentage of assumed gross revenues for the year, (b) adjusting certain
      historical expense items upwards or downwards to amounts that reflect
      industry norms for the particular type of property and/or taking into
      consideration material changes in the operating position of the related
      Mortgaged Property (such as newly signed leases and market data) and (c)
      adjusting for non-recurring items (such as capital expenditures) and
      tenant improvement and leasing commissions, if applicable (in the case of
      certain retail, office, industrial and warehouse Mortgaged Properties,
      adjustments may have been made to account for tenant improvements and
      leasing commissions at costs consistent with historical trends or
      prevailing market conditions and, in other cases, operating expenses did
      not include such costs).

     Actual conditions at the Mortgaged Properties will differ, and may differ
substantially, from the assumed conditions used in calculating U/W Cash Flow.
In particular, the assumptions regarding tenant vacancies, tenant improvements
and leasing commissions, future rental rates, future expenses and other
conditions if and to the extent used in calculating U/W Cash Flow for a
Mortgaged Property, may differ substantially from actual conditions with
respect to such Mortgaged Property. There can be no assurance that the actual
costs of reletting and capital improvements will not exceed those estimated or
assumed in connection with the origination or purchase of the Mortgage Loans.

     In most cases, U/W Cash Flow describes the cash flow available after
deductions for capital expenditures such as tenant improvements, leasing
commissions and structural reserves. In those cases where such "reserves" were
so included, no cash may have been actually escrowed. No representation is made
as to the future net cash flow of the properties, nor is U/W Cash Flow set
forth herein intended to represent such future net cash flow.

      33. "U/W Replacement Reserves" means, with respect to any Mortgaged
   Property, the aggregate amount of on-going reserves (generally for capital
   improvements and replacements) assumed to be maintained with respect to
   such Mortgaged Property. In each case, actual reserves, if any, may be less
   than the amount of U/W Reserves.

      34. "U/W Replacement Reserves Per Unit" means, with respect to any
   Mortgaged Property, (a) the related U/W Reserves, divided by (b) the number
   of Units, Rooms, Leasable Square Footage or Pads, as applicable.

      35. "YM" means, with respect to any Mortgage Loan, a yield maintenance
premium.

      36. For purposes of the calculation of the Net Mortgage Rate in Annex A
   to this prospectus supplement, such values were calculated without regard
   to the adjustment described in the definition of Net Mortgage Rates in this
   prospectus supplement under "Description of the Certificates--Pass-Through
   Rates".

      37. Plaza 205: $2,500,000 cash escrow held as additional security for the
   loan, unless the borrower requests a redetermination by September 1, 2005,
   subject to extension to December 1, 2005, and the lender determines that
   certain requirements, including a 1.20 DSCR based on a 7.20% minimum
   constant, have been satisfied. If the borrower does not qualify or
   partially qualifies for the release, the escrow or the remaining escrow is
   required to be applied to the outstanding principal loan balance. For
   purposes of calculating DSCR, the debt service payment is based on netting
   out the $2,500,000 cash escrow from the original loan balance of
   $16,000,000. Recalculated debt service is $952,604 which produces a DSCR of
   1.26.

      38. Bluffton Commons: $852,000 cash escrow held as additional security
   for the loan until certain requirements, including a 1.20 DSCR based on a
   7.25% minimum constant, have been satisfied. If the borrower does not
   qualify or partially qualifies for the escrow release by October 1, 2006,
   the lender has the option to hold the escrow or remaining escrow for the
   term or to apply the escrow or remaining escrow to the outstanding
   principal loan balance. For


                                      A-6


   purposes of calculating DSCR, the debt service payment is based on netting
   out the $852,000 cash escrow from the original loan balance of $10,180,000.
   Recalculated debt service is $635,560 which produces a DSCR of 1.26.


      39. "Holdback Loan" means, with respect to the five mortgage loans (Loan
   Nos. 760033366, 760033463, DBM20193, DBM20554 and DBM20555), the loan
   amounts used in this prospectus supplement for calculating the related debt
   service coverage ratios excludes the $2,500,000, $852,000, $11,700,000,
   $170,000 and $100,000 of holdback reserves, respectively.


                                      A-7

                    PREPAYMENT LOCK-OUT/PREPAYMENT ANALYSIS
                BASED ON OUTSTANDING PRINCIPAL BALANCE(1)(2)(3)
                               ALL MORTGAGE LOANS






                             NOV-04          NOV-05          NOV-06          NOV-07
                        --------------- --------------- --------------- ---------------

Locked Out ............       100.00%          97.58%          95.54%          93.42%
Yield
 Maintenance(4) .......         0.00%           2.42%           4.46%           6.58%
Open ..................         0.00%           0.00%           0.00%           0.00%
                           ---------       ---------       ---------       ---------
Total .................       100.00%         100.00%         100.00%         100.00%
                           ---------       ---------       ---------       ---------
Total Balance as of
 the Cut-off Date
 (in millions) ........   $ 1,362.13      $ 1,354.18      $ 1,343.14      $ 1,328.51
                          ----------      ----------      ----------      ----------
Percent of
 Mortgage Pool
 Balance ..............       100.00%          99.42%          98.61%          97.53%
                          ----------      ----------      ----------      ----------




                             NOV-08         NOV-09        NOV-10        NOV-11        NOV-12        NOV-13        NOV-14
                        --------------- ------------- ------------- ------------- ------------- ------------- -------------

Locked Out ............        91.43%        93.40%        93.41%        90.68%        90.64%        90.59%        90.34%
Yield
 Maintenance(4) .......         8.57%         6.60%         6.59%         7.97%         8.01%         8.05%         0.00%
Open ..................         0.00%         0.00%         0.00%         1.35%         1.36%         1.36%         9.66%
                           ---------       -------       -------       -------       -------       -------        ------
Total .................       100.00%       100.00%       100.00%       100.00%       100.00%       100.00%       100.00%
                           ---------       -------       -------       -------       -------       -------        ------
Total Balance as of
 the Cut-off Date
 (in millions) ........   $ 1,312.01      $ 901.92      $ 886.73      $ 559.20      $ 546.06      $ 532.07      $ 25.92
                          ----------      --------      --------      --------      --------      --------      --------
Percent of
 Mortgage Pool
 Balance ..............        96.32%        66.21%        65.10%        41.05%        40.09%        39.06%         1.90%
                          ----------      --------      --------      --------      --------      --------      --------




                           NOV-15       NOV-16       NOV-17       NOV-18
                        ------------ ------------ ------------ ------------

Locked Out ............     100.00%      100.00%      100.00%      100.00%
Yield
 Maintenance(4) .......       0.00%        0.00%        0.00%        0.00%
Open ..................       0.00%        0.00%        0.00%        0.00%
                            ------       ------       ------       ------
Total .................     100.00%      100.00%      100.00%      100.00%
                            ------       ------       ------       ------
Total Balance as of
 the Cut-off Date
 (in millions) ........  $  22.95     $  22.46     $  21.95     $  21.40
                         ---------    ---------    ---------    ---------
Percent of
 Mortgage Pool
 Balance ..............       1.68%        1.65%        1.61%        1.57%
                         ---------    ---------    ---------    ---------


-------
(1)   Prepayment provisions in effect as a percentage of outstanding loan
      balances as of the indicated date assuming no prepayments on the Mortgage
      Loans, if any.

(2)   As of the Cut-off Date.

(3)   Numbers may not total to 100% due to rounding.

(4)   As of the Cut-off Date, 16 Mortgage Loans, representing 9.0% of the
      initial pool balance (10.6% of the group 1 balance and 1.7% of the group
      2 balance) are subject to yield maintenance prepayment provisions after
      the lockout period. The remaining Mortgage Loans, representing 91.0% of
      the initial pool balance (89.4% of the group 1 balance and 98.3% of the
      group 2 balance) are subject to defeasance after an initial restriction
      period.

                                      A-8


                          MORTGAGE POOL PROPERTY TYPE





                                                          % OF      WEIGHTED
                          NUMBER OF      AGGREGATE      INITIAL      AVERAGE
                          MORTGAGED     CUT-OFF DATE      POOL    UNDERWRITTEN
     PROPERTY TYPE       PROPERTIES       BALANCE       BALANCE       DSCR
----------------------- ------------ ----------------- --------- --------------

Retail ................       30     $  315,684,137       23.2%        1.36x
 Anchored .............       16        207,920,653       15.3         1.35x
 Shadow
   Anchored ...........       10         85,066,681        6.2         1.33x
 Unanchored ...........        4         22,696,802        1.7         1.53x
Office ................       16        313,159,600       23.0         1.73x
Multifamily ...........       21        236,740,797       17.4         1.77x
Manufactured
 Housing ..............       17        145,485,896       10.7         1.28x
Mixed Use .............        2        129,000,000        9.5         2.66x
Self Storage ..........       22        102,944,610        7.6         1.42x
Industrial ............        8         82,864,029        6.1         1.39x
Land ..................        1         18,500,000        1.4         1.13x
Hotel .................        2         17,750,000        1.3         1.61x
                              --     --------------      -----
Total/Wtd Avg .........      119     $1,362,129,068      100.0%        1.64x
                             ===     ==============      =====




                                                  WEIGHTED                       WEIGHTED
                                MIN/MAX            AVERAGE         MIN/MAX       AVERAGE
                             UNDERWRITTEN       CUT-OFF DATE    CUT-OFF DATE     MORTGAGE
     PROPERTY TYPE               DSCR             LTV RATIO       LTV RATIO        RATE
----------------------- ---------------------- -------------- ---------------- -----------

Retail ................        1.20x/1.88x           72.5%       46.6%/80.0%       5.806%
 Anchored .............        1.20x/1.88x           72.7%       46.6%/80.0%       5.719%
 Shadow
   Anchored ...........        1.25x/1.61x           74.0%       57.2%/80.0%       5.985%
 Unanchored ...........        1.33x/1.68x           64.0%       54.2%/78.5%       5.932%
Office ................        1.24x/2.21x           61.3%       18.9%/79.6%       5.206%
Multifamily ...........        1.20x/7.11x           60.7%       14.2%/80.0%       5.034%
Manufactured
 Housing ..............        1.20x/1.74x           77.0%       67.8%/80.0%       5.201%
Mixed Use .............        2.37x/3.10x           48.4%       45.7%/52.5%       5.121%
Self Storage ..........        1.26x/1.96x           68.8%       43.4%/75.3%       5.751%
Industrial ............        1.21x/1.86x           69.4%       53.6%/79.8%       5.408%
Land ..................        1.13x/1.13x           81.5%       81.5%/81.5%       6.280%
Hotel .................        1.48x/1.64x           64.9%       63.5%/69.5%       5.765%
Total/Wtd Avg .........        1.13x/7.11x           65.6%       14.2%/81.5%       5.382%


                           LOAN GROUP 1 PROPERTY TYPE





                                                          % OF
                                                        INITIAL     WEIGHTED
                          NUMBER OF      AGGREGATE        LOAN       AVERAGE
                          MORTGAGED     CUT-OFF DATE    GROUP 1   UNDERWRITTEN
     PROPERTY TYPE       PROPERTIES       BALANCE       BALANCE       DSCR
----------------------- ------------ ----------------- --------- --------------

Retail ................      30      $  315,684,137       28.2%        1.36x
 Anchored .............      16         207,920,653       18.6         1.35x
 Shadow
   Anchored ...........      10          85,066,681        7.6         1.33x
 Unanchored ...........       4          22,696,802        2.0         1.53x
Office ................      16         313,159,600       27.9         1.73x
Mixed Use .............       2         129,000,000       11.5         2.66x
Manufactured
 Housing ..............      12         105,214,790        9.4         1.31x
Self Storage ..........      22         102,944,610        9.2         1.42x
Industrial ............       8          82,864,029        7.4         1.39x
Multifamily ...........       6          35,402,718        3.2         1.28x
Land ..................       1          18,500,000        1.7         1.13x
Hotel .................       2          17,750,000        1.6         1.61x
                             --      --------------      -----
Total/Wtd Avg .........      99      $1,120,519,883      100.0%        1.61x
                             ==      ==============      =====




                                                  WEIGHTED                       WEIGHTED
                                MIN/MAX            AVERAGE         MIN/MAX       AVERAGE
                             UNDERWRITTEN       CUT-OFF DATE    CUT-OFF DATE     MORTGAGE
     PROPERTY TYPE               DSCR             LTV RATIO       LTV RATIO        RATE
----------------------- ---------------------- -------------- ---------------- -----------

Retail ................        1.20x/1.88x           72.5%       46.6%/80.0%       5.806%
 Anchored .............        1.20x/1.88x           72.7%       46.6%/80.0%       5.719%
 Shadow
   Anchored ...........        1.25x/1.61x           74.0%       57.2%/80.0%       5.985%
 Unanchored ...........        1.33x/1.68x           64.0%       54.2%/78.5%       5.932%
Office ................        1.24x/2.21x           61.3%       18.9%/79.6%       5.206%
Mixed Use .............        2.37x/3.10x           48.4%       45.7%/52.5%       5.121%
Manufactured
 Housing ..............        1.21x/1.74x           77.7%       67.8%/80.0%       5.039%
Self Storage ..........        1.26x/1.96x           68.8%       43.4%/75.3%       5.751%
Industrial ............        1.21x/1.86x           69.4%       53.6%/79.8%       5.408%
Multifamily ...........        1.20x/1.35x           79.1%       75.4%/80.0%       4.972%
Land ..................        1.13x/1.13x           81.5%       81.5%/81.5%       6.280%
Hotel .................        1.48x/1.64x           64.9%       63.5%/69.5%       5.765%
Total/Wtd Avg .........        1.13x/3.10x           66.7%       18.9%/81.5%       5.434%


                           LOAN GROUP 2 PROPERTY TYPE





                                                       % OF
                                                     INITIAL     WEIGHTED
                          NUMBER OF     AGGREGATE      LOAN       AVERAGE
                          MORTGAGED   CUT-OFF DATE   GROUP 2   UNDERWRITTEN
     PROPERTY TYPE       PROPERTIES      BALANCE     BALANCE       DSCR
----------------------- ------------ -------------- --------- --------------

Multifamily ...........      15      $201,338,079      83.3%        1.85x
Manufactured
 Housing ..............       5        40,271,106      16.7         1.22x
                             --      ------------     -----
Total/Wtd Avg .........      20      $241,609,185     100.0%        1.75x
                             ==      ============     =====




                                                  WEIGHTED                       WEIGHTED
                                MIN/MAX            AVERAGE         MIN/MAX       AVERAGE
                             UNDERWRITTEN       CUT-OFF DATE    CUT-OFF DATE     MORTGAGE
     PROPERTY TYPE               DSCR             LTV RATIO       LTV RATIO        RATE
----------------------- ---------------------- -------------- ---------------- -----------

Multifamily ...........      1.20x/7.11x           57.4%       14.2%/80.0%         5.045%
Manufactured
 Housing ..............      1.20x/1.28x           75.1%       72.0%/80.0%         5.623%
Total/Wtd Avg .........      1.20x/7.11x           60.4%       14.2%/80.0%         5.141%


                                      A-9


                      MORTGAGE POOL CUT-OFF DATE BALANCES





                                                                % OF      WEIGHTED       WEIGHTED      WEIGHTED
           RANGE OF             NUMBER OF      AGGREGATE      INITIAL      AVERAGE        AVERAGE      AVERAGE
         CUT-OFF DATE            MORTGAGE     CUT-OFF DATE      POOL    UNDERWRITTEN   CUT-OFF DATE    MORTGAGE
           BALANCES               LOANS         BALANCE       BALANCE       DSCR         LTV RATIO       RATE
------------------------------ ----------- ----------------- --------- -------------- -------------- -----------

$1,150,630 -- $1,999,999......       2      $    2,670,630       0.2%        1.53x          53.7%        5.281%
$2,000,000 -- $2,999,999......       9          22,303,991       1.6         1.44x          69.3%        5.740%
$3,000,000 -- $3,999,999......      16          57,270,859       4.2         1.39x          72.2%        5.632%
$4,000,000 -- $4,999,999......      14          63,381,943       4.7         1.45x          71.7%        5.517%
$5,000,000 -- $7,499,999......      23         141,384,029      10.4         1.59x          68.6%        5.631%
$7,500,000 -- $9,999,999......      10          85,859,765       6.3         1.33x          72.0%        5.608%
$10,000,000 -- $14,999,999....      15         183,484,886      13.5         1.34x          75.3%        5.528%
$15,000,000 -- $19,999,999....       4          71,190,855       5.2         1.21x          77.6%        5.889%
$20,000,000 -- $29,999,999....       7         171,253,879      12.6         1.41x          66.3%        5.223%
$30,000,000 -- $49,999,999....       3         101,887,198       7.5         1.29x          74.3%        5.535%
$50,000,000 -- $99,999,999....       5         324,441,036      23.8         2.08x          55.8%        5.178%
$100,000,000 -- $137,000,000..       1         137,000,000      10.1         2.21x          49.3%        4.867%
                                    --      --------------     -----
Total/Wtd Avg ................     109      $1,362,129,068     100.0%        1.64x          65.6%        5.382%
                                   ===      ==============     =====


                       LOAN GROUP 1 CUT-OFF DATE BALANCES





                                                                % OF
                                                              INITIAL     WEIGHTED       WEIGHTED      WEIGHTED
           RANGE OF             NUMBER OF      AGGREGATE        LOAN       AVERAGE        AVERAGE      AVERAGE
         CUT-OFF DATE            MORTGAGE     CUT-OFF DATE    GROUP 1   UNDERWRITTEN   CUT-OFF DATE    MORTGAGE
           BALANCES               LOANS         BALANCE       BALANCE       DSCR         LTV RATIO       RATE
------------------------------ ----------- ----------------- --------- -------------- -------------- -----------

$1,150,630 -- $1,999,999......       2      $    2,670,630       0.2%        1.53x          53.7%        5.281%
$2,000,000 -- $2,999,999......       9          22,303,991       2.0         1.44x          69.3%        5.740%
$3,000,000 -- $3,999,999......      14          49,875,312       4.5         1.39x          71.4%        5.708%
$4,000,000 -- $4,999,999......      11          49,589,609       4.4         1.51x          70.0%        5.583%
$5,000,000 -- $7,499,999......      17         104,486,816       9.3         1.40x          69.1%        5.713%
$7,500,000 -- $9,999,999......       8          69,141,345       6.2         1.32x          70.5%        5.701%
$10,000,000 -- $14,999,999....      12         148,934,886      13.3         1.37x          75.2%        5.521%
$15,000,000 -- $19,999,999....       3          53,748,573       4.8         1.21x          78.9%        5.921%
$20,000,000 -- $29,999,999....       6         146,440,488      13.1         1.44x          68.0%        5.288%
$30,000,000 -- $49,999,999....       3         101,887,198       9.1         1.29x          74.3%        5.535%
$50,000,000 -- $99,999,999....       4         234,441,036      20.9         2.02x          60.7%        5.324%
$100,000,000 -- $137,000,000..       1         137,000,000      12.2         2.21x          49.3%        4.867%
                                    --      --------------     -----
Total/Wtd Avg ................      90      $1,120,519,883     100.0%        1.61x          66.7%        5.434%
                                    ==      ==============     =====


                       LOAN GROUP 2 CUT-OFF DATE BALANCES





                                                                  % OF
                                                                INITIAL     WEIGHTED       WEIGHTED      WEIGHTED
              RANGE OF               NUMBER OF     AGGREGATE      LOAN       AVERAGE        AVERAGE      AVERAGE
            CUT-OFF DATE              MORTGAGE   CUT-OFF DATE   GROUP 2   UNDERWRITTEN   CUT-OFF DATE    MORTGAGE
              BALANCES                 LOANS        BALANCE     BALANCE       DSCR         LTV RATIO       RATE
----------------------------------- ----------- -------------- --------- -------------- -------------- -----------

$3,400,000 -- $3,999,999...........       2     $  7,395,547       3.1%        1.38x          77.2%        5.126%
$4,000,000 -- $4,999,999...........       3       13,792,334       5.7         1.24x          77.6%        5.281%
$5,000,000 -- $7,499,999...........       6       36,897,213      15.3         2.14x          67.2%        5.398%
$7,500,000 -- $9,999,999...........       2       16,718,419       6.9         1.38x          78.1%        5.222%
$10,000,000 -- $14,999,999.........       3       34,550,000      14.3         1.22x          75.7%        5.559%
$15,000,000 -- $19,999,999.........       1       17,442,282       7.2         1.20x          73.4%        5.789%
$20,000,000 -- $29,999,999.........       1       24,813,391      10.3         1.23x          56.5%        4.840%
$50,000,000 -- $90,000,000.........       1       90,000,000      37.3         2.22x          42.9%        4.797%
                                          -     ------------     -----
Total/Wtd Avg .....................      19     $241,609,185     100.0%        1.75x          60.4%        5.141%
                                         ==     ============     =====


                                      A-10


                     MORTGAGE POOL GEOGRAPHIC DISTRIBUTION





                                                                       % OF        WEIGHTED         WEIGHTED        WEIGHTED
                                   NUMBER OF        AGGREGATE        INITIAL        AVERAGE          AVERAGE        AVERAGE
                                   MORTGAGED       CUT-OFF DATE        POOL      UNDERWRITTEN     CUT-OFF DATE      MORTGAGE
  MORTGAGED PROPERTY LOCATION     PROPERTIES         BALANCE         BALANCE         DSCR           LTV RATIO         RATE
------------------------------   ------------   -----------------   ---------   --------------   --------------   -----------

California ...................         19       $  263,211,465         19.3%          1.86x            56.8%          5.212%
New York .....................          8          167,327,977         12.3           2.57x            47.3%          4.883%
Florida ......................         11          112,457,402          8.3           1.38x            73.1%          5.307%
Pennsylvania .................          2           79,841,036          5.9           1.26x            73.1%          5.771%
Massachusetts ................          1           77,000,000          5.7           2.37x            45.7%          5.426%
Maryland .....................          5           67,661,333          5.0           1.24x            76.3%          6.141%
Illinois .....................          8           65,629,438          4.8           1.22x            75.8%          5.452%
Texas ........................         12           64,122,547          4.7           1.37x            74.5%          5.525%
Ohio .........................          4           53,614,973          3.9           1.37x            75.0%          5.400%
District of Columbia .........          2           50,500,000          3.7           1.26x            74.5%          5.230%
Nevada .......................          9           45,457,587          3.3           1.33x            66.0%          5.794%
Georgia ......................          6           43,357,665          3.2           1.33x            76.5%          5.423%
Arizona ......................          4           42,016,152          3.1           1.37x            76.2%          5.372%
Missouri .....................          2           39,440,467          2.9           1.26x            77.8%          5.426%
New Jersey ...................          4           30,963,391          2.3           1.24x            59.8%          4.987%
Virginia .....................          2           24,500,999          1.8           1.46x            70.4%          5.805%
Oregon .......................          2           18,217,757          1.3           1.29x            78.4%          5.735%
South Carolina ...............          2           17,758,419          1.3           1.30x            78.2%          5.598%
Colorado .....................          3           17,238,971          1.3           1.45x            73.5%          5.613%
Oklahoma .....................          2           16,175,179          1.2           1.34x            68.0%          5.609%
Alabama ......................          2           14,060,341          1.0           1.47x            78.2%          5.745%
Louisiana ....................          2           13,936,745          1.0           1.30x            71.6%          5.800%
Indiana ......................          2           13,573,966          1.0           1.30x            73.5%          5.274%
Michigan .....................          1            8,049,415          0.6           1.43x            78.9%          4.931%
Tennessee ....................          1            5,610,000          0.4           1.31x            71.9%          5.120%
Washington ...................          1            3,766,031          0.3           1.61x            66.7%          4.955%
Hawaii .......................          1            3,739,810          0.3           1.40x            74.8%          5.920%
North Carolina ...............          1            2,900,000          0.2           1.25x            78.8%          5.750%
                                       --       --------------        -----
Total/Wtd Avg ................        119       $1,362,129,068        100.0%          1.64x            65.6%          5.382%
                                      ===       ==============        =====


----------
  [X]  The Mortgaged Properties are located throughout 27 states and the
       District of Columbia.


                                      A-11


                      LOAN GROUP 1 GEOGRAPHIC DISTRIBUTION






                                                                     % OF         WEIGHTED       WEIGHTED      WEIGHTED
                                   NUMBER OF      AGGREGATE         INITIAL        AVERAGE        AVERAGE      AVERAGE
                                   MORTGAGED     CUT-OFF DATE    LOAN GROUP 1   UNDERWRITTEN   CUT-OFF DATE    MORTGAGE
   MORTGAGED PROPERTY LOCATION    PROPERTIES       BALANCE          BALANCE         DSCR         LTV RATIO       RATE
-------------------------------- ------------ ----------------- -------------- -------------- -------------- -----------

California .....................      19       $  263,211,465         23.5%          1.86x          56.8%        5.212%
Florida ........................      11          112,457,402         10.0           1.38x          73.1%        5.307%
Pennsylvania ...................       2           79,841,036          7.1           1.26x          73.1%        5.771%
Massachusetts ..................       1           77,000,000          6.9           2.37x          45.7%        5.426%
New York .......................       6           71,827,977          6.4           2.66x          55.4%        4.935%
Maryland .......................       5           67,661,333          6.0           1.24x          76.3%        6.141%
District of Columbia ...........       2           50,500,000          4.5           1.26x          74.5%        5.230%
Ohio ...........................       3           44,474,973          4.0           1.36x          74.0%        5.523%
Missouri .......................       2           39,440,467          3.5           1.26x          77.8%        5.426%
Georgia ........................       5           36,970,731          3.3           1.34x          75.9%        5.410%
Arizona ........................       3           35,892,363          3.2           1.39x          75.9%        5.401%
Texas ..........................       8           33,737,000          3.0           1.46x          71.2%        5.785%
Nevada .........................       8           33,057,587          3.0           1.37x          63.6%        5.782%
Illinois .......................       3           25,358,332          2.3           1.23x          76.9%        5.180%
Virginia .......................       2           24,500,999          2.2           1.46x          70.4%        5.805%
Oregon .........................       2           18,217,757          1.6           1.29x          78.4%        5.735%
Colorado .......................       3           17,238,971          1.5           1.45x          73.5%        5.613%
Oklahoma .......................       2           16,175,179          1.4           1.34x          68.0%        5.609%
Louisiana ......................       2           13,936,745          1.2           1.30x          71.6%        5.800%
Indiana ........................       2           13,573,966          1.2           1.30x          73.5%        5.274%
Alabama ........................       1           10,660,341          1.0           1.51x          79.6%        5.820%
South Carolina .................       1           10,180,000          0.9           1.26x          80.0%        5.500%
Michigan .......................       1            8,049,415          0.7           1.43x          78.9%        4.931%
New Jersey .....................       2            6,150,000          0.5           1.30x          73.2%        5.580%
Washington .....................       1            3,766,031          0.3           1.61x          66.7%        4.955%
Hawaii .........................       1            3,739,810          0.3           1.40x          74.8%        5.920%
North Carolina .................       1            2,900,000          0.3           1.25x          78.8%        5.750%
                                      --       --------------        -----
Total/Wtd Avg ..................      99       $1,120,519,883        100.0%          1.61x          66.7%        5.434%
                                      ==       ==============        =====


----------
  [X]  The Mortgaged Properties are located throughout 26 states and the
       District of Columbia.


                                      A-12


                      LOAN GROUP 2 GEOGRAPHIC DISTRIBUTION






                                                               % OF         WEIGHTED       WEIGHTED      WEIGHTED
                                NUMBER OF     AGGREGATE       INITIAL        AVERAGE        AVERAGE      AVERAGE
                                MORTGAGED   CUT-OFF DATE   LOAN GROUP 2   UNDERWRITTEN   CUT-OFF DATE    MORTGAGE
 MORTGAGED PROPERTY LOCATION   PROPERTIES      BALANCE        BALANCE         DSCR         LTV RATIO       RATE
----------------------------- ------------ -------------- -------------- -------------- -------------- -----------

New York ....................       2      $ 95,500,000         39.5%          2.50x          41.2%        4.843%
Illinois ....................       5        40,271,106         16.7           1.22x          75.1%        5.623%
Texas .......................       4        30,385,547         12.6           1.27x          78.2%        5.236%
New Jersey ..................       2        24,813,391         10.3           1.23x          56.5%        4.840%
Nevada ......................       1        12,400,000          5.1           1.20x          72.5%        5.827%
Ohio ........................       1         9,140,000          3.8           1.40x          80.0%        4.800%
South Carolina ..............       1         7,578,419          3.1           1.35x          75.8%        5.730%
Georgia .....................       1         6,386,934          2.6           1.28x          79.8%        5.500%
Arizona .....................       1         6,123,788          2.5           1.28x          78.0%        5.200%
Tennessee ...................       1         5,610,000          2.3           1.31x          71.9%        5.120%
Alabama .....................       1         3,400,000          1.4           1.35x          73.9%        5.510%
                                    -      ------------        -----
Total/Wtd Avg ...............      20      $241,609,185        100.0%          1.75x          60.4%        5.141%
                                   ==      ============        =====


----------
  [X]  The Mortgaged Properties are located throughout 11 states.


             MORTGAGE POOL UNDERWRITTEN DEBT SERVICE COVERAGE RATIO






                                                          % OF      WEIGHTED       WEIGHTED      WEIGHTED
                          NUMBER OF      AGGREGATE      INITIAL      AVERAGE        AVERAGE      AVERAGE
        RANGE OF           MORTGAGE     CUT-OFF DATE      POOL    UNDERWRITTEN   CUT-OFF DATE    MORTGAGE
  UNDERWRITTEN DSCR(S)      LOANS         BALANCE       BALANCE       DSCR         LTV RATIO       RATE
------------------------ ----------- ----------------- --------- -------------- -------------- -----------

1.13x -- 1.19x .........       2      $   23,250,000       1.7%        1.14x          80.3%        6.039%
1.20x -- 1.24x .........      21         305,240,459      22.4         1.22x          74.0%        5.606%
1.25x -- 1.29x .........      19         196,904,371      14.5         1.27x          75.3%        5.513%
1.30x -- 1.34x .........      14          93,828,052       6.9         1.32x          74.5%        5.612%
1.35x -- 1.39x .........      14         124,181,464       9.1         1.37x          70.0%        5.455%
1.40x -- 1.49x .........      13         126,893,874       9.3         1.43x          73.4%        5.339%
1.50x -- 1.59x .........       9          45,128,340       3.3         1.53x          73.3%        5.634%
1.60x -- 1.69x .........       6          46,093,198       3.4         1.65x          61.7%        5.545%
1.70x -- 1.79x .........       1           1,520,000       0.1         1.74x          80.0%        4.931%
1.80x -- 1.89x .........       3          30,954,011       2.3         1.88x          47.0%        5.414%
1.90x -- 1.99x .........       2           6,635,298       0.5         1.96x          63.8%        5.631%
2.00x -- 2.99x .........       3         304,000,000      22.3         2.25x          46.5%        4.988%
3.00x -- 7.11x .........       2          57,500,000       4.2         3.49x          48.9%        4.757%
                              --      --------------     -----
Total/Wtd Avg ..........     109      $1,362,129,068     100.0%        1.64x          65.6%        5.382%
                             ===      ==============     =====


                                      A-13


             LOAN GROUP 1 UNDERWRITTEN DEBT SERVICE COVERAGE RATIO






                                                            % OF         WEIGHTED       WEIGHTED      WEIGHTED
                          NUMBER OF      AGGREGATE         INITIAL        AVERAGE        AVERAGE      AVERAGE
        RANGE OF           MORTGAGE     CUT-OFF DATE    LOAN GROUP 1   UNDERWRITTEN   CUT-OFF DATE    MORTGAGE
  UNDERWRITTEN DSCR(S)      LOANS         BALANCE          BALANCE         DSCR         LTV RATIO       RATE
------------------------ ----------- ----------------- -------------- -------------- -------------- -----------

1.13x -- 1.19x .........       2      $   23,250,000          2.1%          1.14x          80.3%        6.039%
1.20x -- 1.24x .........      13         212,405,963         19.0           1.23x          75.8%        5.698%
1.25x -- 1.29x .........      16         177,593,648         15.8           1.27x          74.8%        5.524%
1.30x -- 1.34x .........      11          76,399,633          6.8           1.32x          74.2%        5.685%
1.35x -- 1.39x .........      13         120,781,464         10.8           1.37x          69.9%        5.454%
1.40x -- 1.49x .........      11         113,758,327         10.2           1.43x          72.6%        5.402%
1.50x -- 1.59x .........       9          45,128,340          4.0           1.53x          73.3%        5.634%
1.60x -- 1.69x .........       6          46,093,198          4.1           1.65x          61.7%        5.545%
1.70x -- 1.79x .........       1           1,520,000          0.1           1.74x          80.0%        4.931%
1.80x -- 1.89x .........       3          30,954,011          2.8           1.88x          47.0%        5.414%
1.90x -- 1.99x .........       2           6,635,298          0.6           1.96x          63.8%        5.631%
2.00x -- 2.99x .........       2         214,000,000         19.1           2.27x          48.0%        5.068%
3.00x -- 3.10x .........       1          52,000,000          4.6           3.10x          52.5%        4.669%
                              --      --------------        -----
Total/Wtd Avg ..........      90      $1,120,519,883        100.0%          1.61x          66.7%        5.434%
                              ==      ==============        =====


             LOAN GROUP 2 UNDERWRITTEN DEBT SERVICE COVERAGE RATIO






                                                         % OF         WEIGHTED       WEIGHTED      WEIGHTED
                          NUMBER OF     AGGREGATE       INITIAL        AVERAGE        AVERAGE      AVERAGE
        RANGE OF           MORTGAGE   CUT-OFF DATE   LOAN GROUP 2   UNDERWRITTEN   CUT-OFF DATE    MORTGAGE
  UNDERWRITTEN DSCR(S)      LOANS        BALANCE        BALANCE         DSCR         LTV RATIO       RATE
------------------------ ----------- -------------- -------------- -------------- -------------- -----------

1.20x -- 1.24x .........       8     $ 92,834,497         38.4%          1.22x          70.0%        5.398%
1.25x -- 1.29x .........       3       19,310,723          8.0           1.28x          79.3%        5.412%
1.30x -- 1.34x .........       3       17,428,419          7.2           1.33x          75.6%        5.293%
1.35x -- 1.39x .........       1        3,400,000          1.4           1.35x          73.9%        5.510%
1.40x -- 1.99x .........       2       13,135,547          5.4           1.40x          80.0%        4.800%
2.00x -- 2.99x .........       1       90,000,000         37.3           2.22x          42.9%        4.797%
3.00x -- 7.11x .........       1        5,500,000          2.3           7.11x          14.2%        5.590%
                               -     ------------        -----
Total/Wtd Avg ..........      19     $241,609,185        100.0%          1.75x          60.4%        5.141%
                              ==     ============        =====


                 MORTGAGE POOL CUT-OFF DATE LOAN-TO-VALUE RATIO






                                                          % OF      WEIGHTED       WEIGHTED      WEIGHTED
        RANGE OF          NUMBER OF      AGGREGATE      INITIAL      AVERAGE        AVERAGE      AVERAGE
      CUT-OFF DATE         MORTGAGE     CUT-OFF DATE      POOL    UNDERWRITTEN   CUT-OFF DATE    MORTGAGE
      LTV RATIO(S)          LOANS         BALANCE       BALANCE       DSCR         LTV RATIO       RATE
------------------------ ----------- ----------------- --------- -------------- -------------- -----------

14.2% -- 29.9% .........       2      $    6,650,630       0.5%        6.09x          15.0%        5.617%
30.0% -- 49.9% .........       5         330,662,779      24.3         2.22x          46.4%        5.021%
50.0% -- 59.9% .........       8         112,566,270       8.3         2.18x          54.7%        5.081%
60.0% -- 64.9% .........       8          67,622,669       5.0         1.47x          63.2%        5.577%
65.0% -- 69.9% .........      16         120,013,830       8.8         1.44x          67.9%        5.419%
70.0% -- 74.9% .........      26         254,040,718      18.7         1.30x          73.0%        5.690%
75.0% -- 79.9% .........      35         378,432,174      27.8         1.29x          77.6%        5.512%
80.0% -- 81.5% .........       9          92,140,000       6.8         1.29x          80.3%        5.449%
                              --      --------------     -----
Total/Wtd Avg ..........     109      $1,362,129,068     100.0%        1.64x          65.6%        5.382%
                             ===      ==============     =====


                                      A-14


                 LOAN GROUP 1 CUT-OFF DATE LOAN-TO-VALUE RATIO






                                                            % OF         WEIGHTED       WEIGHTED      WEIGHTED
        RANGE OF          NUMBER OF      AGGREGATE         INITIAL        AVERAGE        AVERAGE      AVERAGE
      CUT-OFF DATE         MORTGAGE     CUT-OFF DATE    LOAN GROUP 1   UNDERWRITTEN   CUT-OFF DATE    MORTGAGE
      LTV RATIO(S)          LOANS         BALANCE          BALANCE         DSCR         LTV RATIO       RATE
------------------------ ----------- ----------------- -------------- -------------- -------------- -----------

18.9% -- 29.9% .........       1      $    1,150,630          0.1%          1.24x          18.9%        5.743%
30.0% -- 49.9% .........       4         240,662,779         21.5%          2.22x          47.8%        5.105%
50.0% -- 59.9% .........       7          87,752,880          7.8           2.45x          54.2%        5.149%
60.0% -- 64.9% .........       8          67,622,669          6.0           1.47x          63.2%        5.577%
65.0% -- 69.9% .........      16         120,013,830         10.7           1.44x          67.9%        5.419%
70.0% -- 74.9% .........      21         208,711,946         18.6           1.32x          73.0%        5.700%
75.0% -- 79.9% .........      27         322,645,151         28.8           1.29x          77.6%        5.529%
80.0% -- 81.5% .........       6          71,960,000          6.4           1.28x          80.4%        5.567%
                              --      --------------        -----
Total/Wtd Avg ..........      90      $1,120,519,883        100.0%          1.61x          66.7%        5.434%
                              ==      ==============        =====


                 LOAN GROUP 2 CUT-OFF DATE LOAN-TO-VALUE RATIO






                                                         % OF         WEIGHTED       WEIGHTED      WEIGHTED
        RANGE OF          NUMBER OF     AGGREGATE       INITIAL        AVERAGE        AVERAGE      AVERAGE
      CUT-OFF DATE         MORTGAGE   CUT-OFF DATE   LOAN GROUP 2   UNDERWRITTEN   CUT-OFF DATE    MORTGAGE
      LTV RATIO(S)          LOANS        BALANCE        BALANCE         DSCR         LTV RATIO       RATE
------------------------ ----------- -------------- -------------- -------------- -------------- -----------

14.2% -- 29.9% .........       1     $  5,500,000          2.3%          7.11x          14.2%        5.590%
30.0% -- 49.9% .........       1       90,000,000         37.3           2.22x          42.9%        4.797%
50.0% -- 59.9% .........       1       24,813,391         10.3           1.23x          56.5%        4.840%
70.0% -- 74.9% .........       5       45,328,772         18.8           1.23x          72.8%        5.645%
75.0% -- 79.9% .........       8       55,787,022         23.1           1.27x          77.6%        5.416%
80.0% -- 80.0% .........       3       20,180,000          8.4           1.34x          80.0%        5.030%
                               -     ------------        -----
Total/Wtd Avg ..........      19     $241,609,185        100.0%          1.75x          60.4%        5.141%
                              ==     ============        =====


                MORTGAGE POOL MATURITY DATE LOAN-TO-VALUE RATIO






                                                          % OF      WEIGHTED        WEIGHTED      WEIGHTED
        RANGE OF          NUMBER OF      AGGREGATE      INITIAL      AVERAGE        AVERAGE       AVERAGE
      MATURITY DATE        MORTGAGE     CUT-OFF DATE      POOL    UNDERWRITTEN   MATURITY DATE    MORTGAGE
      LTV RATIO(S)          LOANS         BALANCE       BALANCE       DSCR         LTV RATIO        RATE
------------------------ ----------- ----------------- --------- -------------- --------------- -----------

12.0% -- 24.9% .........       3      $   31,464,020       2.3%         2.26x         21.9%         5.004%
25.0% -- 49.9% .........      11         380,666,567      27.9          2.12x         45.1%         5.103%
50.0% -- 59.9% .........      24         213,572,082      15.7          1.84x         54.2%         5.423%
60.0% -- 64.9% .........      27         212,637,234      15.6          1.30x         63.6%         5.808%
65.0% -- 69.9% .........      21         184,688,706      13.6          1.34x         67.1%         5.448%
70.0% -- 74.9% .........      19         308,520,458      22.6          1.28x         71.9%         5.439%
75.0% -- 80.0% .........       4          30,580,000       2.2          1.30x         77.4%         5.013%
                              --      --------------     -----
Total/Wtd Avg ..........     109      $1,362,129,068     100.0%         1.64x         58.6%         5.382%
                             ===      ==============     =====


                                      A-15


                 LOAN GROUP 1 MATURITY DATE LOAN-TO-VALUE RATIO






                                                          % OF
                                                        INITIAL     WEIGHTED        WEIGHTED      WEIGHTED
        RANGE OF          NUMBER OF      AGGREGATE        LOAN       AVERAGE        AVERAGE        AVERAGE
      MATURITY DATE        MORTGAGE     CUT-OFF DATE    GROUP 1   UNDERWRITTEN   MATURITY DATE    MORTGAGE
      LTV RATIO(S)          LOANS         BALANCE       BALANCE       DSCR         LTV RATIO        RATE
------------------------ ----------- ----------------- --------- -------------- --------------- ------------

16.0% -- 24.9% .........       1      $    1,150,630       0.1%        1.24x          16.0%          5.743%
25.0% -- 49.9% .........      10         290,666,567      25.9         2.10x          45.7%          5.198%
50.0% -- 59.9% .........      24         213,572,082      19.1         1.84x          54.2%          5.423%
60.0% -- 64.9% .........      23         171,816,533      15.3         1.32x          63.6%          5.818%
65.0% -- 69.9% .........      16         148,341,494      13.2         1.36x          66.9%          5.442%
70.0% -- 74.1% .........      16         294,972,577      26.3         1.28x          71.9%          5.445%
                              --      --------------     -----
Total/Wtd Avg ..........      90      $1,120,519,883     100.0%        1.61x          59.7%          5.434%
                              ==      ==============     =====


                 LOAN GROUP 2 MATURITY DATE LOAN-TO-VALUE RATIO






                                                       % OF
                                                     INITIAL     WEIGHTED        WEIGHTED      WEIGHTED
        RANGE OF          NUMBER OF     AGGREGATE      LOAN       AVERAGE        AVERAGE       AVERAGE
      MATURITY DATE        MORTGAGE   CUT-OFF DATE   GROUP 2   UNDERWRITTEN   MATURITY DATE    MORTGAGE
      LTV RATIO(S)          LOANS        BALANCE     BALANCE       DSCR         LTV RATIO        RATE
------------------------ ----------- -------------- --------- -------------- --------------- -----------

12.0% -- 24.9% .........       2      $ 30,313,391     12.5%        2.30x          22.2%         4.976%
25.0% -- 49.9% .........       1        90,000,000     37.3         2.22x          42.9%         4.797%
60.0% -- 64.9% .........       4        40,820,701     16.9         1.24x          63.7%         5.766%
65.0% -- 69.9% .........       5        36,347,213     15.0         1.26x          67.5%         5.473%
70.0% -- 74.9% .........       3        13,547,881      5.6         1.26x          72.8%         5.308%
75.0% -- 80.0% .........       4        30,580,000     12.7         1.30x          77.4%         5.013%
                               -      ------------    -----
Total/Wtd Avg ..........      19      $241,609,185    100.0%        1.75x          53.5%         5.141%
                              ==      ============    =====


                          MORTGAGE POOL MORTGAGE RATES






                                                            % OF      WEIGHTED       WEIGHTED      WEIGHTED
         RANGE OF           NUMBER OF      AGGREGATE      INITIAL      AVERAGE        AVERAGE      AVERAGE
         MORTGAGE            MORTGAGE     CUT-OFF DATE      POOL    UNDERWRITTEN   CUT-OFF DATE    MORTGAGE
           RATES              LOANS         BALANCE       BALANCE       DSCR         LTV RATIO       RATE
-------------------------- ----------- ----------------- --------- -------------- -------------- -----------

4.669% -- 4.749% .........       2      $   56,240,000       4.1%        2.97x          54.6%        4.674%
4.750% -- 4.999% .........      13         385,655,426      28.3         1.84x          58.6%        4.869%
5.000% -- 5.249% .........       9         111,373,229       8.2         1.34x          71.7%        5.153%
5.250% -- 5.499% .........       8         182,226,586      13.4         1.86x          57.7%        5.400%
5.500% -- 5.749% .........      40         287,112,112      21.1         1.48x          69.7%        5.609%
5.750% -- 5.999% .........      26         237,493,901      17.4         1.31x          74.1%        5.862%
6.000% -- 6.249% .........       9          51,027,815       3.7         1.30x          72.0%        6.063%
6.250% -- 6.280% .........       2          51,000,000       3.7         1.20x          76.6%        6.280%
                                --      --------------     -----
Total/Wtd Avg ............     109      $1,362,129,068     100.0%        1.64x          65.6%        5.382%
                               ===      ==============     =====


                                      A-16


                          LOAN GROUP 1 MORTGAGE RATES






                                                              % OF         WEIGHTED       WEIGHTED      WEIGHTED
         RANGE OF           NUMBER OF      AGGREGATE         INITIAL        AVERAGE        AVERAGE      AVERAGE
         MORTGAGE            MORTGAGE     CUT-OFF DATE    LOAN GROUP 1   UNDERWRITTEN   CUT-OFF DATE    MORTGAGE
           RATES              LOANS         BALANCE          BALANCE         DSCR         LTV RATIO       RATE
-------------------------- ----------- ----------------- -------------- -------------- -------------- -----------

4.669% -- 4.749% .........       1      $   52,000,000          4.6%          3.10x          52.5%        4.669%
4.750% -- 4.999% .........       8         247,306,488         22.1           1.82x          62.5%        4.897%
5.000% -- 5.249% .........       7          99,639,441          8.9           1.34x          71.2%        5.152%
5.250% -- 5.499% .........       7         175,750,096         15.7           1.88x          57.2%        5.399%
5.500% -- 5.749% .........      33         247,894,424         22.1           1.39x          69.9%        5.616%
5.750% -- 5.999% .........      23         195,901,619         17.5           1.33x          74.2%        5.875%
6.000% -- 6.249% .........       9          51,027,815          4.6           1.30x          72.0%        6.063%
6.250% -- 6.280% .........       2          51,000,000          4.6           1.20x          76.6%        6.280%
                                --      --------------        -----
Total/Wtd Avg ............      90      $1,120,519,883        100.0%          1.61x          66.7%        5.434%
                                ==      ==============        =====


                          LOAN GROUP 2 MORTGAGE RATES






                                                           % OF         WEIGHTED       WEIGHTED      WEIGHTED
         RANGE OF           NUMBER OF     AGGREGATE       INITIAL        AVERAGE        AVERAGE      AVERAGE
         MORTGAGE            MORTGAGE   CUT-OFF DATE   LOAN GROUP 2   UNDERWRITTEN   CUT-OFF DATE    MORTGAGE
           RATES              LOANS        BALANCE        BALANCE         DSCR         LTV RATIO       RATE
-------------------------- ----------- -------------- -------------- -------------- -------------- -----------

4.740% -- 4.749% .........       1     $  4,240,000          1.8%          1.32x          80.0%        4.740%
4.750% -- 4.999% .........       5      138,348,937         57.3           1.89x          51.6%        4.819%
5.000% -- 5.249% .........       2       11,733,788          4.9           1.29x          75.1%        5.162%
5.250% -- 5.499% .........       1        6,476,490          2.7           1.22x          72.0%        5.436%
5.500% -- 5.749% .........       7       39,217,687         16.2           2.10x          68.6%        5.566%
5.750% -- 5.827% .........       3       41,592,282         17.2           1.21x          73.8%        5.801%
                                 -     ------------        -----
Total/Wtd Avg ............      19     $241,609,185        100.0%          1.75x          60.4%        5.141%
                                ==     ============        =====


                    MORTGAGE POOL ORIGINAL TERM TO MATURITY






                                                         % OF      WEIGHTED       WEIGHTED      WEIGHTED
     ORIGINAL TERM       NUMBER OF      AGGREGATE      INITIAL      AVERAGE        AVERAGE      AVERAGE
      TO MATURITY         MORTGAGE     CUT-OFF DATE      POOL    UNDERWRITTEN   CUT-OFF DATE    MORTGAGE
        (MONTHS)           LOANS         BALANCE       BALANCE       DSCR         LTV RATIO       RATE
----------------------- ----------- ----------------- --------- -------------- -------------- -----------

60 -- 83 ..............      25      $  407,349,125      29.9%        1.96x          58.5%        5.107%
84 -- 99 ..............      17         329,137,725      24.2         1.70x          64.8%        5.085%
100 -- 120 ............      63         583,442,218      42.8         1.34x          71.0%        5.752%
121 -- 179 ............       2          16,500,000       1.2         1.34x          79.8%        5.066%
180 ...................       2          25,700,000       1.9         2.67x          58.0%        5.350%
                             --      --------------     -----
Total/Wtd Avg .........     109      $1,362,129,068     100.0%        1.64x          65.6%        5.382%
                            ===      ==============     =====


                                      A-17


                     LOAN GROUP 1 ORIGINAL TERM TO MATURITY






                                                           % OF         WEIGHTED       WEIGHTED      WEIGHTED
     ORIGINAL TERM       NUMBER OF      AGGREGATE         INITIAL        AVERAGE        AVERAGE      AVERAGE
      TO MATURITY         MORTGAGE     CUT-OFF DATE    LOAN GROUP 1   UNDERWRITTEN   CUT-OFF DATE    MORTGAGE
        (MONTHS)           LOANS         BALANCE          BALANCE         DSCR         LTV RATIO       RATE
----------------------- ----------- ----------------- -------------- -------------- -------------- -----------

60 -- 83 ..............      16      $  266,744,755         23.8%          2.01x          60.0%        5.204%
84 -- 99 ..............      15         317,403,936         28.3           1.72x          64.4%        5.082%
100 -- 120 ............      56         499,671,192         44.6           1.35x          71.2%        5.798%
121 -- 179 ............       2          16,500,000          1.5           1.34x          79.8%        5.066%
180 ...................       1          20,200,000          1.8           1.47x          69.9%        5.285%
                             --      --------------        -----
Total/Wtd Avg .........      90      $1,120,519,883        100.0%          1.61x          66.7%        5.434%
                             ==      ==============        =====


                     LOAN GROUP 2 ORIGINAL TERM TO MATURITY






                                                        % OF         WEIGHTED       WEIGHTED      WEIGHTED
     ORIGINAL TERM       NUMBER OF     AGGREGATE       INITIAL        AVERAGE        AVERAGE      AVERAGE
      TO MATURITY         MORTGAGE   CUT-OFF DATE   LOAN GROUP 2   UNDERWRITTEN   CUT-OFF DATE    MORTGAGE
        (MONTHS)           LOANS        BALANCE        BALANCE         DSCR         LTV RATIO       RATE
----------------------- ----------- -------------- -------------- -------------- -------------- -----------

60 -- 83 ..............       9     $140,604,371         58.2%          1.88x          55.6%        4.923%
84 -- 99 ..............       2       11,733,788          4.9           1.29x          75.1%        5.162%
100 -- 120 ............       7       83,771,026         34.7           1.24x          69.3%        5.475%
180 ...................       1        5,500,000          2.3           7.11x          14.2%        5.590%
                              -     ------------        -----
Total/Wtd Avg .........      19     $241,609,185        100.0%          1.75x          60.4%        5.141%
                             ==     ============        =====


                  MORTGAGE POOL ORIGINAL AMORTIZATION TERM(1)






        ORIGINAL                                         % OF      WEIGHTED       WEIGHTED      WEIGHTED
      AMORTIZATION       NUMBER OF      AGGREGATE      INITIAL      AVERAGE        AVERAGE      AVERAGE
          TERM            MORTGAGE     CUT-OFF DATE      POOL    UNDERWRITTEN   CUT-OFF DATE    MORTGAGE
        (MONTHS)           LOANS         BALANCE       BALANCE       DSCR         LTV RATIO       RATE
----------------------- ----------- ----------------- --------- -------------- -------------- -----------

Interest Only .........       6      $  320,300,000      23.5%        2.24x          50.9%        4.830%
180 -- 239 ............       1          24,813,391       1.8         1.23x          56.5%        4.840%
240 -- 299 ............       4          64,917,212       4.8         1.29x          71.0%        5.641%
300 -- 359 ............      16         151,692,805      11.1         1.93x          56.4%        5.587%
360 ...................      82         800,405,661      58.8         1.38x          73.1%        5.560%
                             --      --------------     -----
Total/Wtd Avg .........     109      $1,362,129,068     100.0%        1.64x          65.6%        5.382%
                            ===      ==============     =====


----------
(1)   For Mortgage Loans that accrue interest on the basis of actual days
      elapsed during each calendar month and a 360-day year, the amortization
      term is the term in which the loan would amortize if interest is paid on
      the basis of a 30-day month and a 360-day year. The actual amortization
      term would be longer.


                                      A-18


                   LOAN GROUP 1 ORIGINAL AMORTIZATION TERM(1)






        ORIGINAL                                           % OF         WEIGHTED       WEIGHTED      WEIGHTED
      AMORTIZATION       NUMBER OF      AGGREGATE         INITIAL        AVERAGE        AVERAGE      AVERAGE
          TERM            MORTGAGE     CUT-OFF DATE    LOAN GROUP 1   UNDERWRITTEN   CUT-OFF DATE    MORTGAGE
        (MONTHS)           LOANS         BALANCE          BALANCE         DSCR         LTV RATIO       RATE
----------------------- ----------- ----------------- -------------- -------------- -------------- -----------

Interest Only .........       3      $  215,660,000         19.2%          2.32x          52.2%        4.838%
240 -- 299 ............       4          64,917,212          5.8           1.29x          71.0%        5.641%
300 -- 359 ............      16         151,692,805         13.5           1.93x          56.4%        5.587%
360 ...................      67         688,249,867         61.4           1.35x          73.2%        5.567%
                             --      --------------        -----
Total/Wtd Avg .........      90      $1,120,519,883        100.0%          1.61x          66.7%        5.434%
                             ==      ==============        =====


----------
(1)   For Mortgage Loans that accrue interest on the basis of actual days
      elapsed during each calendar month and a 360-day year, the amortization
      term is the term in which the loan would amortize if interest is paid on
      the basis of a 30-day month and a 360-day year. The actual amortization
      term would be longer.


                   LOAN GROUP 2 ORIGINAL AMORTIZATION TERM(1)




        ORIGINAL                                        % OF         WEIGHTED       WEIGHTED      WEIGHTED
      AMORTIZATION       NUMBER OF     AGGREGATE       INITIAL        AVERAGE        AVERAGE      AVERAGE
          TERM            MORTGAGE   CUT-OFF DATE   LOAN GROUP 2   UNDERWRITTEN   CUT-OFF DATE    MORTGAGE
        (MONTHS)           LOANS        BALANCE        BALANCE         DSCR         LTV RATIO       RATE
----------------------- ----------- -------------- -------------- -------------- -------------- -----------

Interest Only .........       3     $104,640,000         43.3%          2.08x          48.0%        4.813%
180 -- 359 ............       1       24,813,391         10.3           1.23x          56.5%        4.840%
360 ...................      15      112,155,794         46.4           1.55x          72.7%        5.514%
                             --     ------------        -----
Total/Wtd Avg .........      19     $241,609,185        100.0%          1.75x          60.4%        5.141%
                             ==     ============        =====


----------
(1)   For Mortgage Loans that accrue interest on the basis of actual days
      elapsed during each calendar month and a 360-day year, the amortization
      term is the term in which the loan would amortize if interest is paid on
      the basis of a 30-day month and a 360-day year. The actual amortization
      term would be longer.


                    MORTGAGE POOL REMAINING TERM TO MATURITY




        RANGE OF
       REMAINING                                         % OF      WEIGHTED       WEIGHTED      WEIGHTED
        TERMS TO         NUMBER OF      AGGREGATE      INITIAL      AVERAGE        AVERAGE      AVERAGE
        MATURITY          MORTGAGE     CUT-OFF DATE      POOL    UNDERWRITTEN   CUT-OFF DATE    MORTGAGE
        (MONTHS)           LOANS         BALANCE       BALANCE       DSCR         LTV RATIO       RATE
----------------------- ----------- ----------------- --------- -------------- -------------- -----------

51 -- 59 ..............      20      $  291,609,125      21.4%        1.93x          62.3%        5.183%
60 -- 79 ..............       5         115,740,000       8.5         2.05x          48.9%        4.916%
80 -- 99 ..............      17         329,137,725      24.2         1.70x          64.8%        5.085%
110 -- 119 ............      58         501,342,218      36.8         1.35x          70.8%        5.692%
120 -- 139 ............       7          98,600,000       7.2         1.28x          73.3%        5.942%
160 -- 180 ............       2          25,700,000       1.9         2.67x          58.0%        5.350%
                             --      --------------     -----
Total/Wtd Avg .........     109      $1,362,129,068     100.0%        1.64x          65.6%        5.382%
                            ===      ==============     =====


                                      A-19


                    LOAN GROUP 1 REMAINING TERM TO MATURITY




        RANGE OF
       REMAINING                                          % OF         WEIGHTED       WEIGHTED      WEIGHTED
        TERMS TO         NUMBER OF      AGGREGATE        INITIAL        AVERAGE        AVERAGE      AVERAGE
        MATURITY          MORTGAGE    CUT-OFF DATE    LOAN GROUP 1   UNDERWRITTEN   CUT-OFF DATE    MORTGAGE
        (MONTHS)           LOANS         BALANCE         BALANCE         DSCR         LTV RATIO       RATE
----------------------- ----------- ---------------- -------------- -------------- -------------- -----------

51 -- 59 ..............      13     $ 245,244,755          21.9%          2.05x          59.3%        5.182%
60 -- 79 ..............       3        21,500,000           1.9           1.48x          68.1%        5.449%
80 -- 99 ..............      15       317,403,936          28.3           1.72x          64.4%        5.082%
110 -- 119 ............      52       420,971,192          37.6           1.37x          71.1%        5.733%
120 -- 139 ............       6        95,200,000           8.5           1.28x          73.2%        5.957%
160 -- 178 ............       1        20,200,000           1.8           1.47x          69.9%        5.285%
                             --     -------------         -----
Total/Wtd Avg .........      90     1,120,519,883         100.0%          1.61x          66.7%        5.434%
                             ==     =============         =====


                    LOAN GROUP 2 REMAINING TERM TO MATURITY




        RANGE OF
       REMAINING                                        % OF         WEIGHTED       WEIGHTED      WEIGHTED
        TERMS TO         NUMBER OF     AGGREGATE       INITIAL        AVERAGE        AVERAGE      AVERAGE
        MATURITY          MORTGAGE   CUT-OFF DATE   LOAN GROUP 2   UNDERWRITTEN   CUT-OFF DATE    MORTGAGE
        (MONTHS)           LOANS        BALANCE        BALANCE         DSCR         LTV RATIO       RATE
----------------------- ----------- -------------- -------------- -------------- -------------- -----------

56  --  59 ............       7     $ 46,364,371         19.2%          1.28x          78.0%        5.183%
60  --  79 ............       2       94,240,000         39.0           2.18x          44.5%        4.795%
80  --  99 ............       2       11,733,788          4.9           1.29x          75.1%        5.162%
110 -- 119 ............       6       80,371,026         33.3           1.24x          69.1%        5.473%
120 -- 139 ............       1        3,400,000          1.4           1.35x          73.9%        5.510%
140 -- 180 ............       1        5,500,000          2.3           7.11x          14.2%        5.590%
                              -     ------------        -----
Total/Wtd Avg .........      19     $241,609,185        100.0%          1.75x          60.4%        5.141%
                             ==     ============        =====


               MORTGAGE POOL REMAINING STATED AMORTIZATION TERMS





       REMAINING                                        % OF      WEIGHTED       WEIGHTED      WEIGHTED
         STATED          NUMBER OF      AGGREGATE     INITIAL      AVERAGE        AVERAGE      AVERAGE
      AMORTIZATION        MORTGAGE    CUT-OFF DATE      POOL    UNDERWRITTEN   CUT-OFF DATE    MORTGAGE
     TERMS (MONTHS)        LOANS         BALANCE      BALANCE       DSCR         LTV RATIO       RATE
----------------------- ----------- ---------------- --------- -------------- -------------- -----------

Interest Only .........       6     $  320,300,000      23.5%        2.24x          50.9%        4.830%
175 -- 224 ............       1         24,813,391       1.8         1.23x          56.5%        4.840%
225 -- 249 ............       2         50,980,467       3.7         1.29x          70.9%        5.597%
275 -- 299 ............      13         58,204,549       4.3         1.44x          68.4%        5.732%
300 -- 324 ............       3         94,750,000       7.0         2.23x          49.3%        5.489%
325 -- 349 ............       2         12,675,000       0.9         1.31x          71.5%        5.882%
350 -- 360 ............      82        800,405,661      58.8         1.38x          73.1%        5.560%
                             --     --------------     -----
Total/Wtd Avg .........     109     $1,362,129,068     100.0%        1.64x          65.6%        5.382%
                            ===     ==============     =====


                LOAN GROUP 1 REMAINING STATED AMORTIZATION TERMS





       REMAINING                                           % OF         WEIGHTED       WEIGHTED      WEIGHTED
         STATED          NUMBER OF      AGGREGATE         INITIAL        AVERAGE        AVERAGE      AVERAGE
      AMORTIZATION        MORTGAGE     CUT-OFF DATE    LOAN GROUP 1   UNDERWRITTEN   CUT-OFF DATE    MORTGAGE
     TERMS (MONTHS)        LOANS         BALANCE          BALANCE         DSCR         LTV RATIO       RATE
----------------------- ----------- ----------------- -------------- -------------- -------------- -----------

Interest Only .........       3      $  215,660,000         19.2%          2.32x          52.2%        4.838%
225 -- 249 ............       2          50,980,467          4.5           1.29x          70.9%        5.597%
275 -- 299 ............      13          58,204,549          5.2           1.44x          68.4%        5.732%
300 -- 324 ............       3          94,750,000          8.5           2.23x          49.3%        5.489%
325 -- 349 ............       2          12,675,000          1.1           1.31x          71.5%        5.882%
350 -- 360 ............      67         688,249,867         61.4           1.35x          73.2%        5.567%
                             --      --------------        -----
Total/Wtd Avg .........      90      $1,120,519,883        100.0%          1.61x          66.7%        5.434%
                             ==      ==============        =====


                                      A-20


                LOAN GROUP 2 REMAINING STATED AMORTIZATION TERMS





       REMAINING                                        % OF         WEIGHTED       WEIGHTED      WEIGHTED
         STATED          NUMBER OF     AGGREGATE       INITIAL        AVERAGE        AVERAGE      AVERAGE
      AMORTIZATION        MORTGAGE   CUT-OFF DATE   LOAN GROUP 2   UNDERWRITTEN   CUT-OFF DATE    MORTGAGE
     TERMS (MONTHS)        LOANS        BALANCE        BALANCE         DSCR         LTV RATIO       RATE
----------------------- ----------- -------------- -------------- -------------- -------------- -----------

Interest Only .........       3     $104,640,000         43.3%          2.08x    48.0%              4.813%
175 -- 349 ............       1       24,813,391         10.3           1.23x    56.5%              4.840%
350 -- 360 ............      15      112,155,794         46.4           1.55x    72.7%              5.514%
                             --     ------------        -----
Total/Wtd Avg .........      19     $241,609,185        100.0%          1.75x    60.4%              5.141%
                             ==     ============        =====


                            MORTGAGE POOL SEASONING






                                                         % OF      WEIGHTED       WEIGHTED      WEIGHTED
                         NUMBER OF      AGGREGATE      INITIAL      AVERAGE        AVERAGE      AVERAGE
       SEASONING          MORTGAGE     CUT-OFF DATE      POOL    UNDERWRITTEN   CUT-OFF DATE    MORTGAGE
        (MONTHS)           LOANS         BALANCE       BALANCE       DSCR         LTV RATIO       RATE
----------------------- ----------- ----------------- --------- -------------- -------------- -----------

0 -- 4 ................     102      $1,320,223,859      96.9%        1.64x          65.6%        5.384%
5 -- 12 ...............       6          28,305,210       2.1         1.47x          61.1%        5.529%
13 -- 15 ..............       1          13,600,000       1.0         1.35x          80.0%        4.920%
                            ---      --------------     -----
Total/Wtd Avg .........     109      $1,362,129,068     100.0%        1.64x          65.6%        5.382%
                            ===      ==============     =====


                             LOAN GROUP 1 SEASONING






                                                           % OF         WEIGHTED       WEIGHTED      WEIGHTED
                         NUMBER OF      AGGREGATE         INITIAL        AVERAGE        AVERAGE      AVERAGE
       SEASONING          MORTGAGE     CUT-OFF DATE    LOAN GROUP 1   UNDERWRITTEN   CUT-OFF DATE    MORTGAGE
        (MONTHS)           LOANS         BALANCE          BALANCE         DSCR         LTV RATIO       RATE
----------------------- ----------- ----------------- -------------- -------------- -------------- -----------

0 -- 4 ................      83      $1,078,614,674         96.3%          1.62x          66.7%        5.438%
5 -- 12 ...............       6          28,305,210          2.5           1.47x          61.1%        5.529%
13 -- 15 ..............       1          13,600,000          1.2           1.35x          80.0%        4.920%
                             --      --------------        -----
Total/Wtd Avg .........      90      $1,120,519,883        100.0%          1.61x          66.7%        5.434%
                             ==      ==============        =====


                             LOAN GROUP 2 SEASONING






                                                        % OF         WEIGHTED       WEIGHTED      WEIGHTED
                         NUMBER OF     AGGREGATE       INITIAL        AVERAGE        AVERAGE      AVERAGE
       SEASONING          MORTGAGE   CUT-OFF DATE   LOAN GROUP 2   UNDERWRITTEN   CUT-OFF DATE    MORTGAGE
        (MONTHS)           LOANS        BALANCE        BALANCE         DSCR         LTV RATIO       RATE
----------------------- ----------- -------------- -------------- -------------- -------------- -----------

0 -- 4 ................ 19          $241,609,185        100.0%          1.75x          60.4%        5.141%
                        --          ------------        -----
Total/Wtd Avg ......... 19          $241,609,185        100.0%          1.75x          60.4%        5.141%
                        ==          ============        =====


                   MORTGAGE POOL YEAR OF MORTGAGE ORIGINATION






                                                        % OF      WEIGHTED       WEIGHTED      WEIGHTED
                         NUMBER OF      AGGREGATE     INITIAL      AVERAGE        AVERAGE      AVERAGE
        YEAR OF           MORTGAGE    CUT-OFF-DATE      POOL    UNDERWRITTEN   CUT-OFF DATE    MORTGAGE
      ORIGINATION          LOANS         BALANCE      BALANCE       DSCR         LTV RATIO       RATE
----------------------- ----------- ---------------- --------- -------------- -------------- -----------

2003 ..................       1     $   13,600,000       1.0%        1.35x          80.0%        4.920%
2004 ..................     108      1,348,529,068      99.0         1.64x          65.5%        5.387%
                            ---     --------------     -----
Total/Wtd Avg .........     109     $1,362,129,068     100.0%        1.64x          65.6%        5.382%
                            ===     ==============     =====


                                      A-21


                   LOAN GROUP 1 YEAR OF MORTGAGE ORIGINATION






                                                          % OF         WEIGHTED       WEIGHTED      WEIGHTED
                         NUMBER OF      AGGREGATE        INITIAL        AVERAGE        AVERAGE      AVERAGE
        YEAR OF           MORTGAGE    CUT-OFF-DATE    LOAN GROUP 1   UNDERWRITTEN   CUT-OFF DATE    MORTGAGE
      ORIGINATION          LOANS         BALANCE         BALANCE         DSCR         LTV RATIO       RATE
----------------------- ----------- ---------------- -------------- -------------- -------------- -----------

2003 ..................       1     $   13,600,000          1.2%          1.35x          80.0%        4.920%
2004 ..................      89      1,106,919,883         98.8           1.62x          66.6%        5.440%
                             --     --------------        -----
Total/Wtd Avg .........      90     $1,120,519,883        100.0%          1.61x          66.7%        5.434%
                             ==     ==============        =====


                   LOAN GROUP 2 YEAR OF MORTGAGE ORIGINATION





                                                        % OF         WEIGHTED       WEIGHTED      WEIGHTED
                         NUMBER OF     AGGREGATE       INITIAL        AVERAGE        AVERAGE      AVERAGE
        YEAR OF           MORTGAGE   CUT-OFF-DATE   LOAN GROUP 2   UNDERWRITTEN   CUT-OFF DATE    MORTGAGE
      ORIGINATION          LOANS        BALANCE        BALANCE         DSCR         LTV RATIO       RATE
----------------------- ----------- -------------- -------------- -------------- -------------- -----------

2004 .................. 19          $241,609,185        100.0%          1.75x          60.4%        5.141%
                        --          ------------        -----
Total/Wtd Avg ......... 19          $241,609,185        100.0%          1.75x          60.4%        5.141%
                        ==          ============        =====


                    MORTGAGE POOL YEAR OF MORTGAGE MATURITY





                                                         % OF      WEIGHTED       WEIGHTED      WEIGHTED
                         NUMBER OF      AGGREGATE      INITIAL      AVERAGE        AVERAGE      AVERAGE
        YEAR OF           MORTGAGE     CUT-OFF DATE      POOL    UNDERWRITTEN   CUT-OFF DATE    MORTGAGE
        MATURITY           LOANS         BALANCE       BALANCE       DSCR         LTV RATIO       RATE
----------------------- ----------- ----------------- --------- -------------- -------------- -----------

2009 ..................      25      $  407,349,125      29.9%        1.96x          58.5%        5.107%
2011 ..................      17         329,137,725      24.2         1.70x          64.8%        5.085%
2014 ..................      65         599,942,218      44.0         1.34x          71.2%        5.733%
2019 ..................       2          25,700,000       1.9         2.67x          58.0%        5.350%
                             --      --------------     -----
Total/Wtd Avg .........     109      $1,362,129,068     100.0%        1.64x          65.6%        5.382%
                            ===      ==============     =====


                     LOAN GROUP 1 YEAR OF MORTGAGE MATURITY





                                                           % OF         WEIGHTED       WEIGHTED      WEIGHTED
                         NUMBER OF      AGGREGATE         INITIAL        AVERAGE        AVERAGE      AVERAGE
        YEAR OF           MORTGAGE     CUT-OFF DATE    LOAN GROUP 1   UNDERWRITTEN   CUT-OFF DATE    MORTGAGE
        MATURITY           LOANS         BALANCE          BALANCE         DSCR         LTV RATIO       RATE
----------------------- ----------- ----------------- -------------- -------------- -------------- -----------

2009 ..................      16      $  266,744,755         23.8%          2.01x          60.0%        5.204%
2011 ..................      15         317,403,936         28.3           1.72x          64.4%        5.082%
2014 ..................      58         516,171,192         46.1           1.35x          71.5%        5.775%
2019 ..................       1          20,200,000          1.8           1.47x          69.9%        5.285%
                             --      --------------        -----
Total/Wtd Avg .........      90      $1,120,519,883        100.0%          1.61x          66.7%        5.434%
                             ==      ==============        =====



                                      A-22


                     LOAN GROUP 2 YEAR OF MORTGAGE MATURITY





                                                        % OF         WEIGHTED       WEIGHTED      WEIGHTED
                         NUMBER OF     AGGREGATE       INITIAL        AVERAGE        AVERAGE      AVERAGE
        YEAR OF           MORTGAGE   CUT-OFF DATE   LOAN GROUP 2   UNDERWRITTEN   CUT-OFF DATE    MORTGAGE
        MATURITY           LOANS        BALANCE        BALANCE         DSCR         LTV RATIO       RATE
----------------------- ----------- -------------- -------------- -------------- -------------- -----------

2009 ..................       9     $140,604,371         58.2%          1.88x          55.6%        4.923%
2011 ..................       2       11,733,788          4.9           1.29x          75.1%        5.162%
2014 ..................       7       83,771,026         34.7           1.24x          69.3%        5.475%
2019 ..................       1        5,500,000          2.3           7.11x          14.2%        5.590%
                              -     ------------        -----
Total/Wtd Avg .........      19     $241,609,185        100.0%          1.75x          60.4%        5.141%
                             ==     ============        =====



                                      A-23











                (This Page Intentionally Left Blank)

                                     ANNEX B

         CAPITAL IMPROVEMENT, REPLACEMENT RESERVE AND ESCROW ACCOUNTS*



                                LOAN
SEQUENCE     LOAN NUMBER        GROUP     PROPERTY NAME                                                      PROPERTY TYPE
------------------------------------------------------------------------------------------------------------------------------------

    1          GA20599            2       Ocean Residences                                                    Multifamily
    2         760032557           2       Princeton Arms & Court (Roll Up)                                    Multifamily
    3           58206             1       Abbey West Apartments                                               Multifamily
    4           57487             1       Sterling University Villa                                           Multifamily
    5           58340             2       Acerno Villas Apartments                                            Multifamily
    6         760032873           2       Saddlebrook Apartments                                              Multifamily
    7           58396             2       AMLI Timberglen                                                     Multifamily
    8         760033071           2       Huntington Apartments                                               Multifamily
    9          DBM20554           1       Annunziata Multifamily Portfolio I (Roll Up)                        Multifamily
   10          DBM20555           1       Annunziata Multifamily Portfolio II (Roll Up)                       Multifamily
   11         760032702           2       Quail Run / Southpointe                                             Multifamily
   12         760032898           2       Summit Place Apartments                                             Multifamily
   13         760032111           2       Cascades Apts - Phoenix, AZ                                         Multifamily
   14           55832             2       CLK - Paddock Place Apartments                                      Multifamily
   15          DBM20218           2       Country Club Ridge                                                  Multifamily
   16         760033784           2       Fairmeadow Apartments                                               Multifamily
   17         760033033           2       North Oak Apartments                                                Multifamily
   18         760032429           2       Brook Lyn Apartments                                                Multifamily
   19           58296             1       Simon - Cheltenham Square Mall                                         Retail
   20          DBM20193           1       Congressional Village                                                  Retail
   21          DBM20192           1       Jefferson at Congressional (Land)                                       Land
   22           58118             1       James River Towne Center                                               Retail
   23           58421             1       Koreatown Galleria                                                     Retail
   24         760033366           1       Plaza 205                                                              Retail
   25           58312             1       The Falls at Ocotillo                                                  Retail
   26         760033841           1       Roswell Village                                                        Retail
   27           58317             1       Richmond Hill Road Plaza                                               Retail
   28         760032781           1       Fredericksburg Westwood Center Retail                                  Retail
   29         760033463           1       Bluffton Commons                                                       Retail
   30         760032500           1       Village of Woodland Hills                                              Retail
   31           58384             1       Villa Monaco Shopping Center                                           Retail
   32           58275             1       Beach Western Commons                                                  Retail
   33           58310             1       Home Depot Center                                                      Retail
   34         760032844           1       Prescott Valley Shopping Center                                        Retail
   35           58383             1       Shoppes at Victoria Square                                             Retail
   36           58137             1       The Marketplace at Hollywood Park                                      Retail
   37           58129             1       Santa Rosa Plaza                                                       Retail
   38           58091             1       Milledgeville Shops                                                    Retail
   39         760032563           1       Park Place Shopping Center                                             Retail
   40         760032538           1       Arts Industria Building                                                Retail
   41         760032349           1       Brookhollow Village Shopping Center                                    Retail
   42           58192             1       West Marine Plaza                                                      Retail
   43           58202             1       Walgreens - Sacramento, CA                                             Retail
   44           58358             1       Office Depot/ Michael's                                                Retail
   45           58367             1       Sonterra Park Market                                                   Retail
   46          DBM20423           1       Dutch Village                                                          Retail
   47         760032273           1       Smoky Hill Town Center Phase II                                        Retail
   48         760032361           1       Texas Station Shopping Center                                          Retail
   49         760032371           1       Beechnut                                                               Retail
   50           58399             1       Bank of America Center                                                 Office
   51         760032545           1       ICG Portfolio (Roll Up)                                                Office
   52          DBM20357           1       Corporate Center                                                       Office
   53         760032482           1       Omega Corporate Center                                                 Office
   54           57840             1       Sunrise Medical Tower I & II (Roll Up)                                 Office
   55           57839             1       Sunrise Medical Tower III                                              Office
   56           57842             1       Sunrise Medical Tower V                                                Office
   57           57843             1       Sunrise Medical Tower IV                                               Office
   58           58419             1       Medical Mutual of Ohio - Toledo                                        Office
   59         760032106           1       Riverview Plaza                                                        Office
   60         760032704           1       Truxtun Avenue                                                         Office
   61           57851             1       Medical Family Health Center                                           Office
   62         760033688           1       3100 Weslayan                                                          Office
   63           57855             1       Black Hills Medical Park                                               Office
   64         760032628           1       North County Corporate Center                                        Industrial
   65           58054             1       L'Oreal Warehouse                                                    Industrial
   66           58144             1       Tamal Vista Warehouse                                                Industrial
   67         760032489           1       Commonwealth Commerces Center                                        Industrial
   68         760032401           1       1 Kimberly Road & 10 Alvin Court (Roll Up)                           Industrial
   69         760032649           1       Rush Creek II                                                        Industrial
   70           58381             1       TRAK Microwave Industrial Building                                   Industrial
   71         760032537           1       Stor All - Tchoupitoulas                                            Self Storage
   72         760032540           1       Stor All - Gentilly                                                 Self Storage
   73           58435             1       All Storage Mustang Road                                            Self Storage
   74         760032832           1       Storage USA - Savi Ranch                                            Self Storage
   75           58404             1       Cypress Self Storage                                                Self Storage
   76         760032543           1       Malibu Self Storage                                                 Self Storage
   77           58386             1       A-1 North Hollywood Self Storage                                    Self Storage
   78         760032730           1       Storage USA Waldorf                                                 Self Storage
   79           58357             1       Nob Hill Self Storage                                               Self Storage
   80         760032835           1       Boulder Bins Self Storage                                           Self Storage
   81         760032833           1       American Self Storage                                               Self Storage
   82         760032834           1       Ross Valley Self Storage                                            Self Storage
   83         760032660           1       Summit Plaza Self Storage                                           Self Storage
   84         760032929           1       Storage USA - Tamarisk                                              Self Storage
   85         760032235           1       Power Self Storage                                                  Self Storage
   86         760032565           1       Storage One at Tenaya                                               Self Storage
   87         760032967           1       Lockaway SS - Hollywood                                             Self Storage
   88         760032181           1       Storage Choice Sugar Land                                           Self Storage
   89         760032179           1       Storage Choice - Pearland                                           Self Storage
   90           58387             1       A-1 Santa Ana Self Storage                                          Self Storage
   91         760033072           1       Redline Self Storage                                                Self Storage
   92         760032184           1       Storage Columbus Macon Road                                         Self Storage
   93          GA20413            1       Charles Square                                                       Mixed Use
   94          GA20315            1       Rentar Plaza                                                         Mixed Use
   95           58215             1       Sun Communities Portfolio 4 (Roll Up)                     Manufactured Housing Communities
   96           58216             1       Sun Communities - Southfork                               Manufactured Housing Communities
   97           58232             1       Sun Communities Portfolio 13 (Roll Up)                    Manufactured Housing Communities
   98           58212             1       Sun Communities - Bonita Lake                             Manufactured Housing Communities
   99           58258             2       Zeman Portfolio - Alpine Village                          Manufactured Housing Communities
   100          58284             1       Zeman Portfolio - Shady Oaks I & II                       Manufactured Housing Communities
   101          58282             1       Zeman Portfolio - Pleasant Valley MHC and Self Storage    Manufactured Housing Communities
   102          58262             2       Zeman Portfolio - Edgebrook                               Manufactured Housing Communities
   103          58270             2       Zeman Portfolio - Maple Grove Estates                     Manufactured Housing Communities
   104          58290             2       Zeman Portfolio - Valley Oaks                             Manufactured Housing Communities
   105          58261             2       Zeman Portfolio - Colonial Estates                        Manufactured Housing Communities
   106          58287             1       Zeman Portfolio - Sunny Acres                             Manufactured Housing Communities
   107        760032689           1       Kennedy Meadows MHC                                       Manufactured Housing Communities
   108        760033701           1       Courtyard Springfield                                                  Hotel
   109          58448             1       Hampton Inn - Colton, CA                                               Hotel
------------------------------------------------------------------------------------------------------------------------------------
                                          TOTALS


                                       B-1




                        INITIAL DEPOSIT TO CAPITAL          INITIAL DEPOSIT TO          ANNUAL DEPOSIT TO
     SEQUENCE              IMPROVEMENT RESERVES            REPLACEMENT RESERVES        REPLACEMENT RESERVES
---------------------------------------------------------------------------------------------------------------------

         1                      $1,207,500                       $10,229                     $122,748
         2                                                                                   147,996
         3                                                                                    53,900
         4                                                                                    45,500
         5                                                                                    20,819
         6                         3,125                                                      44,820
         7                                                                                    67,080
         8                                                        42,600                      63,600
         9                        16,500                          8,500
        10                        18,438                          5,250
        11                        $17,750                                                    $64,020
        12                        12,563                                                      32,460
        13                                                                                    21,180
        14                         3,508                          75,134                      84,000
        15
        16                        45,250                                                      36,420
        17                         9,938                                                      33,000
        18                                                                                    18,840
        19
        20                                                                                    20,124
        21
        22                                                        46,000                      36,315
        23                                                                                    5,281
        24                         3,000                                                      25,164
        25                                                        19,000                      8,440
        26                        20,438
        27                        95,813                                                      26,903
        28                                                                                    17,400
        29                                                                                    13,140
        30                        30,625                                                      64,500
        31
        32                                                                                    13,056
        33                        18,750                                                      3,151
        34                        29,375                                                      20,940
        35
        36
        37                                                                                    9,432
        38
        39                         2,500                                                      11,784
        40                                                                                    3,240
        41                                                                                   $10,800
        42                                                                                    10,775
        43                        10,000
        44
        45                                                                                    2,660
        46                        10,000                                                      8,736
        47                        30,000                                                      2,040
        48                        22,750                                                      6,120
        49                         1,250                                                      2,100
        50                        389,250                       6,175,000                    490,268
        51                       $201,850                                                    $51,720
        52                        800,000                                                     58,296
        53                                                                                    57,720
        54
        55
        56
        57
        58
        59                        21,250                                                      33,000
        60                                                                                    10,680
        61                                                       $42,000
        62                                                                                    15,540
        63                                                       112,000
        64
        65
        66                        26,500                          70,000                      19,653
        67                        18,500                                                      57,060
        68                        76,333                                                      24,120
        69                        77,500                                                      17,160
        70
        71                                                                                   $17,964
        72                                                                                    14,748
        73                                                                                    15,924
        74                         4,125                                                      10,440
        75                                                                                    15,288
        76                        41,373                                                      14,880
        77
        78                        15,000                                                      11,400
        79                                                                                    19,010
        80                        13,125                                                      17,280
        81                        $1,250                                                      $7,440
        82                                                                                    8,484
        83                        100,000
        84                        177,500                                                     18,360
        85                        173,738                                                     3,840
        86                                                                                    8,880
        87                                                                                    5,220
        88                                                                                    10,116
        89                                                                                    15,060
        90
        91                                                                                    $5,160
        92                                                                                    9,120
        93                                                      2,000,000                     37,211
        94                                                        55,290                     172,368
        95
        96
        97
        98
        99                                                       126,000                      31,356
        100                       28,125                         105,000                      18,204
        101                       $24,719                        $176,000
        102                       34,563                          53,000                      12,348
        103                                                       42,000                      10,800
        104                                                       31,000                      6,600
        105                                                      121,000                      9,156
        106                                                       35,000                      10,896
        107                        4,356                                                      4,980
        108                        3,125                                                     310,140
        109                                                                                   60,531
---------------------------------------------------------------------------------------------------------------------
                                $3,841,254                      $9,350,003                  $2,926,905


                                       B-2



                             TAX AND             INITIAL DEPOSIT TO     ANNUAL DEPOSIT TO
     SEQUENCE            INSURANCE ESCROW            TI/LC ESCROW         TI/LC ESCROW
--------------------------------------------------------------------------------------------

         1                     Yes                     $25,095               $90,000
         2                      No
         3                     Yes
         4                   Tax Only
         5                     Yes
         6                   Tax Only
         7                     Yes
         8                     Yes
         9                     Yes
        10                     Yes
        11                     Yes
        12                     Yes
        13                     Yes
        14                   Tax Only
        15                      No
        16                      No
        17                     Yes
        18                     Yes
        19                      No
        20                     Yes                                           65,376
        21                      No
        22                     Yes
        23                     Yes
        24                     Yes                                           99,444
        25                   Tax Only                  180,000
        26                     Yes
        27                     Yes
        28                     Yes                                           100,020
        29                     Yes                                           33,360
        30                     Yes                     15,741                143,700
        31                      No                                          $225,000
        32                   Tax Only
        33                   Tax Only
        34                     Yes                                           39,000
        35                      No                     27,500                380,004
        36                     Yes                     150,006
        37                     Yes
        38                   Tax Only
        39                     Yes
        40                     Yes                                           24,840
        41                     Yes                                           $41,340
        42                     Yes                     50,000                50,400
        43                      No
        44                     Yes
        45                     Yes                                           12,600
        46                     Yes                                           29,208
        47                     Yes                                            9,240
        48                     Yes                                           17,448
        49                     Yes                                           14,460
        50                     Yes                   10,000,000             1,782,792
        51                     Yes                   $1,074,059             $446,400
        52                     Yes                    1,660,000              342,912
        53                      No                                           521,580
        54                      No
        55                      No
        56                      No
        57                      No
        58                      No
        59                     Yes                                           164,460
        60                   Tax Only                                        65,820
        61                      No
        62                     Yes                                           77,580
        63                      No
        64                      No
        65                      No
        66                   Tax Only                  221,500
        67                     Yes                                           117,180
        68                     Yes                                           70,260
        69                     Yes                                           110,880
        70                      No
        71                   Tax Only
        72                   Tax Only
        73                     Yes
        74                     Yes
        75                     Yes
        76                     Yes
        77                   Tax Only
        78                     Yes
        79                     Yes
        80                     Yes
        81                     Yes
        82                     Yes
        83                     Yes
        84                     Yes
        85                     Yes
        86                     Yes
        87                     Yes
        88                     Yes
        89                     Yes
        90                   Tax Only
        91                     Yes
        92                     Yes
        93                     Yes                    1,043,734              248,801
        94                     Yes                     670,000               156,000
        95                      No
        96                      No
        97                      No
        98                      No
        99                   Tax Only
        100                  Tax Only
        101                  Tax Only
        102                  Tax Only
        103                  Tax Only
        104                  Tax Only
        105                  Tax Only
        106                  Tax Only
        107                    Yes
        108                     No
        109                    Yes
--------------------------------------------------------------------------------------------
                                                     $15,117,635           $5,480,105

*Certain monthly reserves may be subject to caps.

                                       B-3


                                     ANNEX B

                              MULTIFAMILY SCHEDULE



                 LOAN        LOAN
  SEQUENCE      NUMBER       GROUP    PROPERTY NAME                                         CUT-OFF BALANCE
---------------------------------------------------------------------------------------------------------------

      1         GA20599        2      Ocean Residences                                        $90,000,000

     2.1       760032557       2      Princeton Court Apartments                              12,887,137
     2.2       760032557       2      Princeton Arms Apartments                               11,926,254
      2        760032557       2      PRINCETON ARMS & COURT (ROLL UP)                        24,813,391

      3          58206         1      Abbey West Apartments                                   13,952,718
      4          57487         1      Sterling University Villa                               13,600,000
      5          58340         2      Acerno Villas Apartments                                12,400,000
      6        760032873       2      Saddlebrook Apartments                                  11,750,000
      7          58396         2      AMLI Timberglen                                         $10,400,000
      8        760033071       2      Huntington Apartments                                    9,140,000

     9.1       DBM20554        1      304 East 89th Street                                     2,514,706
     9.2       DBM20554        1      406 EAST 64TH STREET                                     2,235,294
      9        DBM20554        1      ANNUNZIATA MULTIFAMILY PORTFOLIO I (ROLL UP)             4,750,000
    10.1       DBM20555        1      308 West 109th Street                                    1,623,810
    10.2       DBM20555        1      462 West 51st Street                                     1,476,190
     10        DBM20555        1      ANNUNZIATA MULTIFAMILY PORTFOLIO II (ROLL UP)            3,100,000
                                                                                         ----------------------
                                      SUB-TOTAL CROSSED LOANS                                  7,850,000

     11        760032702       2      Quail Run / Southpointe                                  7,578,419
     12        760032898       2      Summit Place Apartments                                  6,386,934
     13        760032111       2      Cascades Apts - Phoenix, AZ                              6,123,788
     14          55832         2      CLK - PADDOCK PLACE APARTMENTS                           5,610,000
     15        DBM20218        2      Country Club Ridge                                       5,500,000
     16        760033784       2      Fairmeadow Apartments                                    4,240,000
     17        760033033       2      North Oak Apartments                                     3,995,547
     18        760032429       2      Brook Lyn Apartments                                     3,400,000
---------------------------------------------------------------------------------------------------------------
                                      TOTAL MULTIFAMILY LOANS                                $236,740,797






                                                                           STUDIO                      1 BEDROOM
                                                               ------------------------------------------------------------
                                                                    # OF           AVG            # OF           AVG
  SEQUENCE       UTILITIES TENANT PAYS/PAYMENT OF UTILITIES        UNITS           RENT          UNITS           RENT
---------------------------------------------------------------------------------------------------------------------------

      1                           Electric                          319           $2,214          151           $3,066

     2.1                       Electric, Gas                                                      240            874
     2.2                       Electric, Gas                                                       72            820
      2                        Electric, Gas                                                      312            862

      3                 Electric, Gas, Sewer, Water
      4                            Water
      5                 Electric, Gas, Sewer, Water                                                69            693
      6                           Electric                                                        104            689
      7                        Electric, Gas                                                      176            $582
      8                 Electric, Gas, Sewer, Water                                               122            594

     9.1                       Electric, Gas                         13           $1,071           5            1,732
     9.2                       Electric, Gas                         16           $1,731
      9                        Electric, Gas                         29           1,435            5            1,732
    10.1                       Electric, Gas                         2            1,238            9            1,404
    10.2                       Electric, Gas                         1             300             9            1,332
     10                        Electric, Gas                         3             925             18           1,368


     11                           Electric                                                         28            539
     12                           Electric                                                         24            610
     13                             None                             11            $698            36            735
     14                    Electric, Sewer, Water                                                  80            405
     15                             None                                                           48
     16                           Electric                                                         80            466
     17                       Electric, Water                        1             370             67            496
     18                           Electric
---------------------------------------------------------------------------------------------------------------------------






                       2 BEDROOM                     3 BEDROOM                    4 BEDROOM
              --------------------------------------------------------------------------------------------
                  # OF           AVG            # OF            AVG           # OF             AVG
  SEQUENCE        UNITS          RENT           UNITS          RENT          UNITS            RENT          ELEVATORS
------------------------------------------------------------------------------------------------------------------------

      1            19           $4,006            3           $5,598                                           Yes

     2.1           64            967                                                                           No
     2.2           216           914                                                                           No
      2            280           926                                                                           No

      3            24            871                                          130            $1,405            No
      4            24            925             28            1,260           88             1,487            No
      5            122           843                                                                           No
      6            104           808             16             975                                            No
      7            84            $727                                                                          No
      8            90            760                                                                           No

     9.1                                                                                                       No
     9.2                                                                                                       No
      9                                                                                                        No
    10.1                                                                                                       No
    10.2                                                                                                       No
     10                                                                                                        No


     11            228           596                                                                           No
     12            88            689             16             800                                            No
     13            48            951                                                                           Yes
     14            160           495                                                                           No
     15            119                           79                                                            No
     16            44            631                                                                           No
     17            40            642             24             751                                            No
     18            86            555              8             710                                            No
------------------------------------------------------------------------------------------------------------------------















                      (This Page Intentionally Left Blank)

                                                                         ANNEX C


                        CLASS XP REFERENCE RATE SCHEDULE






 INTEREST                        CLASS XP      INTEREST                        CLASS XP
  ACCRUAL     DISTRIBUTION      REFERENCE       ACCRUAL     DISTRIBUTION      REFERENCE
  PERIOD          DATE             RATE         PERIOD          DATE             RATE
----------   --------------   -------------   ----------   --------------   -------------

     1       12/10/2004           5.28780%    43            6/10/2008           5.44880%
     2        1/10/2005           5.28770%    44            7/10/2008           5.27190%
     3        2/10/2005           5.28770%    45            8/10/2008           5.44850%
     4        3/10/2005           5.28790%    46            9/10/2008           5.44840%
     5        4/10/2005           5.46480%    47           10/10/2008           5.27160%
     6        5/10/2005           5.28750%    48           11/10/2008           5.44530%
     7        6/10/2005           5.46470%    49           12/10/2008           5.26850%
     8        7/10/2005           5.28740%    50            1/10/2009           5.26840%
     9        8/10/2005           5.46460%    51            2/10/2009           5.26830%
    10        9/10/2005           5.46450%    52            3/10/2009           5.27650%
    11       10/10/2005           5.28420%    53            4/10/2009           5.44380%
    12       11/10/2005           5.46130%    54            5/10/2009           5.26710%
    13       12/10/2005           5.28410%    55            6/10/2009           5.45690%
    14        1/10/2006           5.28400%    56            7/10/2009           5.28530%
    15        2/10/2006           5.28400%    57            8/10/2009           5.46780%
    16        3/10/2006           5.28420%    58            9/10/2009           5.47470%
    17        4/10/2006           5.46090%    59           10/10/2009           5.33310%
    18        5/10/2006           5.28370%    60           11/10/2009           5.51400%
    19        6/10/2006           5.46070%    61           12/10/2009           5.38530%
    20        7/10/2006           5.28150%    62            1/10/2010           5.38520%
    21        8/10/2006           5.45840%    63            2/10/2010           5.38520%
    22        9/10/2006           5.45830%    64            3/10/2010           5.38590%
    23       10/10/2006           5.28120%    65            4/10/2010           5.56550%
    24       11/10/2006           5.45820%    66            5/10/2010           5.38500%
    25       12/10/2006           5.28110%    67            6/10/2010           5.56540%
    26        1/10/2007           5.28100%    68            7/10/2010           5.38490%
    27        2/10/2007           5.28090%    69            8/10/2010           5.56530%
    28        3/10/2007           5.28120%    70            9/10/2010           5.56520%
    29        4/10/2007           5.45770%    71           10/10/2010           5.38470%
    30        5/10/2007           5.28060%    72           11/10/2010           5.56510%
    31        6/10/2007           5.45750%    73           12/10/2010           5.38450%
    32        7/10/2007           5.28040%    74            1/10/2011           5.38450%
    33        8/10/2007           5.45730%    75            2/10/2011           5.38440%
    34        9/10/2007           5.45720%    76            3/10/2011           5.39670%
    35       10/10/2007           5.28010%    77            4/10/2011           5.57670%
    36       11/10/2007           5.45130%    78            5/10/2011           5.39580%
    37       12/10/2007           5.27600%    79            6/10/2011           5.57660%
    38        1/10/2008           5.44940%    80            7/10/2011           5.39570%
    39        2/10/2008           5.27250%    81            8/10/2011           5.62750%
    40        3/10/2008           5.27260%    82            9/10/2011           5.62160%
    41        4/10/2008           5.44900%    83           10/10/2011           5.58210%
    42        5/10/2008           5.27220%    84           11/10/2011           5.77890%



                                      C-1











                (This Page Intentionally Left Blank)

                                                                        ANNEX D


                     CLASS A-AB PLANNED PRINCIPAL BALANCE






     DISTRIBUTION
         DATE             PLANNED PRINCIPAL BALANCE
----------------------   --------------------------

      12/10/2004              $ 45,540,000.00
       1/10/2005              $ 45,540,000.00
       2/10/2005              $ 45,540,000.00
       3/10/2005              $ 45,540,000.00
       4/10/2005              $ 45,540,000.00
       5/10/2005              $ 45,540,000.00
       6/10/2005              $ 45,540,000.00
       7/10/2005              $ 45,540,000.00
       8/10/2005              $ 45,540,000.00
       9/10/2005              $ 45,540,000.00
      10/10/2005              $ 45,540,000.00
      11/10/2005              $ 45,540,000.00
      12/10/2005              $ 45,540,000.00
       1/10/2006              $ 45,540,000.00
       2/10/2006              $ 45,540,000.00
       3/10/2006              $ 45,540,000.00
       4/10/2006              $ 45,540,000.00
       5/10/2006              $ 45,540,000.00
       6/10/2006              $ 45,540,000.00
       7/10/2006              $ 45,540,000.00
       8/10/2006              $ 45,540,000.00
       9/10/2006              $ 45,540,000.00
      10/10/2006              $ 45,540,000.00
      11/10/2006              $ 45,540,000.00
      12/10/2006              $ 45,540,000.00
       1/10/2007              $ 45,540,000.00
       2/10/2007              $ 45,540,000.00
       3/10/2007              $ 45,540,000.00
       4/10/2007              $ 45,540,000.00
       5/10/2007              $ 45,540,000.00
       6/10/2007              $ 45,540,000.00
       7/10/2007              $ 45,540,000.00
       8/10/2007              $ 45,540,000.00
       9/10/2007              $ 45,540,000.00
      10/10/2007              $ 45,540,000.00
      11/10/2007              $ 45,540,000.00
      12/10/2007              $ 45,540,000.00
       1/10/2008              $ 45,540,000.00
       2/10/2008              $ 45,540,000.00
       3/10/2008              $ 45,540,000.00
       4/10/2008              $ 45,540,000.00
       5/10/2008              $ 45,540,000.00
       6/10/2008              $ 45,540,000.00
       7/10/2008              $ 45,540,000.00
       8/10/2008              $ 45,540,000.00


                        D-1





     DISTRIBUTION
         DATE             PLANNED PRINCIPAL BALANCE
----------------------   --------------------------

       9/10/2008              $ 45,540,000.00
      10/10/2008              $ 45,540,000.00
      11/10/2008              $ 45,540,000.00
      12/10/2008              $ 45,540,000.00
       1/10/2009              $ 45,540,000.00
       2/10/2009              $ 45,540,000.00
       3/10/2009              $ 45,540,000.00
       4/10/2009              $ 45,540,000.00
       5/10/2009              $ 45,540,000.00
       6/10/2009              $ 45,540,000.00
       7/10/2009              $ 45,539,000.00
       8/10/2009              $ 45,339,000.00
       9/10/2009              $ 45,139,000.00
      10/10/2009              $ 44,939,000.00
      11/10/2009              $ 44,739,131.22
      12/10/2009              $ 43,677,000.00
       1/10/2010              $ 42,715,000.00
       2/10/2010              $ 41,749,000.00
       3/10/2010              $ 40,464,000.00
       4/10/2010              $ 39,487,000.00
       5/10/2010              $ 38,400,000.00
       6/10/2010              $ 37,413,000.00
       7/10/2010              $ 36,317,000.00
       8/10/2010              $ 35,320,000.00
       9/10/2010              $ 34,318,000.00
      10/10/2010              $ 33,208,000.00
      11/10/2010              $ 32,196,000.00
      12/10/2010              $ 31,075,000.00
       1/10/2011              $ 30,053,000.00
       2/10/2011              $ 29,026,000.00
       3/10/2011              $ 27,684,000.00
       4/10/2011              $ 26,646,000.00
       5/10/2011              $ 25,499,000.00
       6/10/2011              $ 24,450,000.00
       7/10/2011              $ 24,250,000.00
       8/10/2011              $ 24,050,000.00
       9/10/2011              $ 23,850,000.00
      10/10/2011              $ 23,650,000.00
      11/10/2011              $ 23,450,284.13
      12/10/2011              $ 22,566,000.00
       1/10/2012              $ 21,755,000.00
       2/10/2012              $ 20,940,000.00
       3/10/2012              $ 19,966,000.00
       4/10/2012              $ 19,143,000.00
       5/10/2012              $ 18,238,000.00
       6/10/2012              $ 17,406,000.00
       7/10/2012              $ 16,493,000.00
       8/10/2012              $ 15,652,000.00
       9/10/2012              $ 14,807,000.00


                        D-2





     DISTRIBUTION
         DATE             PLANNED PRINCIPAL BALANCE
----------------------   --------------------------

      10/10/2012              $ 13,881,000.00
      11/10/2012              $ 13,028,000.00
      12/10/2012              $ 12,094,000.00
       1/10/2013              $ 11,231,000.00
       2/10/2013              $ 10,364,000.00
       3/10/2013              $  9,267,000.00
       4/10/2013              $  8,390,000.00
       5/10/2013              $  7,434,000.00
       6/10/2013              $  6,549,000.00
       7/10/2013              $  5,584,000.00
       8/10/2013              $  4,689,000.00
       9/10/2013              $  3,790,000.00
      10/10/2013              $  2,812,000.00
      11/10/2013              $  1,903,000.00
      12/10/2013              $    916,000.00
       1/10/2014              $          0.00



                         D-3












                (This Page Intentionally Left Blank)

                                     ANNEX E

--------------------------------------------------------------------------------
                             BANK OF AMERICA CENTER
--------------------------------------------------------------------------------

BANK OF AMERICA CENTER

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
 LOAN SELLER:                                  BofA

 NOTE A-3 ORIGINAL PRINCIPAL
      BALANCE:                                 $137,000,000

 FIRST PAYMENT DATE:                           October 1, 2004

 TERM/AMORTIZATION:                            84/0 months

 INTEREST ONLY PERIOD:                         84 months

 MATURITY DATE:                                September 1, 2011

 NOTE A-3 EXPECTED MATURITY
      BALANCE:                                 $137,000,000

 BORROWING ENTITY:                             555 California Owners LLC

 INTEREST CALCULATION:                         Actual/360

 CALL PROTECTION:                              Lockout/defeasance:
                                               80 payments
                                               Open: 4 payments

 UP-FRONT RESERVES:

   TAX RESERVE:                                Yes

   IMMEDIATE REPAIR RESERVE:                   $389,250

   REPLACEMENT RESERVE:                        $6,175,000

   TI/LC RESERVE:                              $10,000,000

 ONGOING MONTHLY RESERVES:

   TAX/INSURANCE RESERVE:                      Yes

   REPLACEMENT RESERVE:                        $40,856

   TI/LC RESERVE:                              $148,566

 LOCKBOX:                                      Hard
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                             FINANCIAL INFORMATION
--------------------------------------------------------------------------------
 WHOLE LOAN CUT-OFF DATE BALANCE:                       $520,000,000

 WHOLE LOAN CUT-OFF DATE BALANCE
   (EXCLUDING SUBORDINATE COMPONENT):                   $417,000,000

 NOTE A-3 CUT-OFF DATE BALANCE:                         $137,000,000

 SHADOW RATING (S&P/MOODY'S):                           AAA/A3

                                 WHOLE LOAN             WHOLE LOAN
                                 (EXCLUDING             (INCLUDING
                                  NOTE A-1               NOTE A-1
                                SUBORDINATE            SUBORDINATE
                                COMPONENT)(1)          COMPONENT)(1)
                                -------------          -------------
 CUT-OFF DATE LTV:                   49.3%                   61.5%
 MATURITY DATE LTV:                  49.3%                   61.5%
 UNDERWRITTEN DSCR(2):              2.21x(3)                1.73x(4)
 MORTGAGE RATE(5):                  4.867%                  5.080%
--------------------------------------------------------------------------------
(1)  The subordinate component is subordinate to note A-1 senior component and
     note A-2 (which are not part of trust fund) as well as note A-3).

(2)  DSCR figures based on net cash flow unless otherwise noted.

(3)  The loan is interest only for its entire term. If debt service had been
     calculated on such interest only payments, the resulting underwritten DSCR
     would have been approximately 2.84x. Interest was calculated on a 30/360
     amortization basis even though the Whole Loan is an Actual/360 Mortgage
     Loan.

(4)  The loan is interest only for its entire term. If debt service had been
     calculated on such interest only payments, the resulting underwritten DSCR
     would have been approximately 2.18x. Interest was calculated on a 30/360
     amortization basis even though the Whole Loan is an Actual/360 Mortgage
     Loan.

(5)  The interest rate was rounded to three decimals.

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
 PROPERTY TYPE:                        Office

 PROPERTY SUB-TYPE:                    CBD

 LOCATION:                             San Francisco, CA

 YEAR BUILT/RENOVATED:                 1921, 1969, 1971/NA

 NET RENTABLE SQUARE FEET:             1,780,748

 CUT-OFF BALANCE PER SF:               $234(a)

 OCCUPANCY AS OF 7/1/04:               94.2%

 OWNERSHIP INTEREST:                   Fee

 PROPERTY MANAGEMENT:                  Shorenstein Realty
                                       Services, L.P.

 U/W NET CASH FLOW:                    $58,464,169

 APPRAISED VALUE:                      $845,000,000(b)
--------------------------------------------------------------------------------

(a)  Based on aggregate principal balance of $417,000,000 (the original whole
     loan excluding the subordinate portion of note A-1).

(b)  The as stabilized value is expected to be $862,000,000 as of September 1,
     2005.

                                      E-1


--------------------------------------------------------------------------------
                             BANK OF AMERICA CENTER
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              FINANCIAL INFORMATION
--------------------------------------------------------------------------------



                                                                  FULL YEAR          FULL YEAR           FULL YEAR
                                            UNDERWRITTEN         (12/31/03)          (12/31/02)         (12/31/01)
                                            ------------         ----------          ----------         ----------

 Effective Gross Income .............       $95,289,720          $93,715,964       $100,886,419         $95,344,572
 Total Expenses .....................       $33,245,580          $33,784,205        $34,753,431         $35,525,900
 Net Operating Income (NOI) .........       $62,044,140          $59,931,759        $66,132,988         $59,818,672
 Cash Flow (CF) .....................       $58,464,169          $59,931,759        $66,132,988         $59,818,672
 DSCR on NOI(1) .....................             2.34x                2.27x              2.50x               2.26x
 DSCR on CF(1) ......................             2.21x(2)             2.27x              2.50x               2.26x
---------------------------------------------------------------------------------------------------------------------

(1)   Based on aggregate principal balance of $417,000,000 (the original whole
      loan excluding the subordinate portion of note A-1).
(2)   The loan is interest only for its entire term. If debt service had been
      calculated on such interest only payments, the resulting underwritten
      DSCR would have been approximately 2.84x. Interest was calculated on a
      30/360 amortization basis even though the Whole Loan is an Actual/360
      Mortgage Loan.

--------------------------------------------------------------------------------
                               TENANT INFORMATION
--------------------------------------------------------------------------------




                                    RATINGS      TENANT      % OF                  POTENTIAL    % POTENTIAL         LEASE
 TOP TENANTS(1)                   S&P/MOODY'S   TOTAL SF   TOTAL SF   RENT PSF       RENT           RENT          EXPIRATION
 --------------                   -----------   --------   --------   --------       ----           ----          ----------

 Bank of America, N.A. .........     A+/Aa2     662,524       37.2%   $ 41.59     $27,555,388      34.0%         9/30/2015(2)
 Goldman, Sachs & Co. ..........     A+/Aa3      90,504        5.1    $ 60.83       5,505,581       6.8          8/31/2010
 Morgan Stanley & Co. ..........     A+/Aa3      85,347        4.8    $ 65.88       5,622,943       6.9          10/31/2011
                                                -------       ----                -----------      ----
 TOTAL .........................                838,375       47.1%               $38,683,911      47.7%
--------------------------------------------------------------------------------------------------------------------------------

(1)  Information obtained from Underwritten Rent Roll except for Ratings
     (S&P/Moody's) and unless otherwise stated. Credit Ratings are of the parent
     company whether or not the parent guarantees the lease. Calculations with
     respect to Rent PSF, Potential Rent and % of Potential Rent include base
     rent only and exclude common area maintenance expense and reimbursement.
     Interest was calculated on a 30/360 amortization basis even though the
     Whole Loan is an Actual/360 Mortgage Loan.
(2)  Excluding one lease for 3,480 square feet representing 0.5% of the total
     Bank of America leased space.

--------------------------------------------------------------------------------
                             LEASE ROLLOVER SCHEDULE
--------------------------------------------------------------------------------



                         # OF LEASES                 % OF TOTAL   CUMULATIVE     CUMULATIVE     BASE RENT
YEAR OF EXPIRATION(1)    EXPIRING(2)   EXPIRING SF       SF        TOTAL SF    % OF TOTAL SF     EXPIRING
---------------------    -----------   -----------       --        --------    -------------     --------

 2004 .................       16           14,689         0.8%       14,689          0.8%      $   586,656
 2005 .................       19           68,810         3.9        83,499          4.7%      $ 3,590,832
 2006 .................       25          201,448       11.3(3)     284,947         16.0%      $11,717,624
 2007 .................        6           87,061         4.9       372,008         20.9%      $ 4,028,880
 2008 .................        7           52,236         2.9       424,244         23.8%      $ 2,631,923
 2009 .................       19          116,600         6.5       540,844         30.3%      $ 3,843,736
 2010 .................       12          137,126         7.7       677,970         38.0%      $ 8,943,889
 2011 .................        7          121,002         6.8       798,972         44.8%      $ 9,635,731
 2013 .................        4           64,516         3.6       863,488         48.4%      $ 3,132,905
 2014 .................        1           24,817         1.4       888,305         49.8%      $   992,680
 2015 .................       24          736,283        41.3     1,624,588         91.1%      $30,505,894
 2016 .................        4           48,281         2.7     1,672,869         93.8%      $ 1,420,949
 Vacant ...............                   111,178         6.2     1,784,047        100.0%
                              --          -------      -------
 TOTAL ................      144        1,784,047      100.0%
-----------------------------------------------------------------------------------------------------------

(1)  Information obtained from Underwritten Rent Roll.

(2)  For purposes of this column, each leased tenant space was considered a
     separate lease even if multiple tenant spaces were covered under the same
     lease.

(3)  Shearman and Sterling is currently on the Rent Roll for 46,275 square feet
     of this space. Sidley Austin Brown & Wood has signed a lease for such
     square footage after Shearman and Sterling vacates.

                                      E-2


--------------------------------------------------------------------------------
                             BANK OF AMERICA CENTER
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                         SUMMARY OF SIGNIFICANT TENANTS
--------------------------------------------------------------------------------
At underwriting the Bank of America Center Mortgaged Property was 94.2% occupied
by a total of 35 office tenants at an average lease rate of $48 per square foot
and 11 retail tenants at an average lease rate of $47 per square foot. At
underwriting the four largest tenants, representing 51.3% of total net rentable
area, were:

   o Bank of America Corporation (Rated "A+" by S&P and "Aa2" by Moody's), a
     diversified global financial services company, occupies 662,524 square feet
     (37.2%) under various leases generally expiring in September 2015.
     Incorporated in 1968 and headquartered in Charlotte, North Carolina, Bank
     of America Corporation operates through its banking and non-banking
     subsidiaries as a provider of financial services and products throughout
     the United States and in selected international markets. Bank of America
     Corporation manages its operations through four business segments: Consumer
     and Commercial Banking, Asset Management, Global Corporate and Investment
     Banking and Equity Investments. On October 27, 2003, Bank of America
     Corporation and FleetBoston Financial Corporation, a diversified financial
     services company, signed an agreement and plan of merger. The merger closed
     in April 2004. For the year ended December 31, 2003, Bank of America
     Corporation reported revenues of $49.0 billion and net income of $10.8
     billion. As of June 30, 2004, the company reported total assets of $1.0
     trillion and stockholders' equity of $95.8 billion. The subject spaces have
     various uses, including general office and a bank branch.

   o The Goldman Sachs Group, Inc. (Rated "A+" by S&P and "Aa3" by Moody's), a
     global investment banking, securities and investment management firm,
     leases 90,504 square feet (5.1%) under various leases expiring in August
     2010. Founded in 1869 and headquartered in New York, New York, The Goldman
     Sachs Group, Inc. provides a range of services worldwide to a diversified
     client base that includes corporations, financial institutions, governments
     and high-net-worth individuals. As of November 28, 2003, it operated
     offices in over 20 countries. The company's activities are divided into
     three segments: Investment Banking; Trading and Principal Investments; and
     Asset Management and Securities Services. For the fiscal year ended
     November 28, 2003, The Goldman Sachs Group, Inc. reported revenues of $23.6
     billion and net income of $3.0 billion. As of May 28, 2004, the company
     reported total assets of $467.9 billion and stockholders' equity of $23.2
     billion. The subject location serves as general office space for the
     company.

   o Morgan Stanley (Rated "A+" by S&P and "Aa3" by Moody's), a global financial
     services firm, occupies 85,347 square feet (4.8%) under various leases
     expiring in October 2011 and December 2013. Established in 1935 and
     headquartered in New York, New York, Morgan Stanley operates in four
     business segments: Institutional Securities, Individual Investor Group,
     Investment Management and Credit Services. For the fiscal year ended
     November 30, 2003, Morgan Stanley reported revenues of $34.9 billion and
     net income of $3.8 billion. As of May 31, 2004, the company reported total
     assets of $729.5 billion and stockholders' equity of $27.0 billion. The
     subject location serves as general office space for the company.

   o Ernst & Young (Not Rated) one of the "Big Four" global accounting firms,
     occupies 77,678 square feet (4.4%) under various leases expiring in
     December 2006. Established in 1989 (with predecessor firms founded in 1903
     and 1906) and headquartered in New York, New York, Ernst & Young provides a
     range of services, including accounting and auditing, tax reporting and
     operations, tax advisory, business risk services, technology and security
     risk services, transaction advisory and human capital services. Globally,
     Ernst & Young focuses on seven major industry groups: financial services;
     technology, communications and entertainment; energy, chemicals and
     utilities; industrial products; retailing and consumer products; health
     sciences; and real estate, hospitality and construction. Ernst & Young
     reported over $13 billion in revenues in fiscal year 2003 and employs
     103,000 people in over 140 countries around the world. The subject location
     serves as general office space for the firm.
--------------------------------------------------------------------------------

                                       E-3


--------------------------------------------------------------------------------
                             BANK OF AMERICA CENTER
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                             ADDITIONAL INFORMATION
--------------------------------------------------------------------------------

THE LOAN:

   o The Bank of America Center Mortgage Loan is secured by a first mortgage on
     a 1,780,748 square foot Class A central business district office complex
     located in San Francisco, California.

   o The Bank of America Center Mortgage Loan, also referred to as the "note
     A-3" for purposes of this discussion, has a principal balance of
     $137,000,000 as of the cut-off date (shadow rated "AAA" by S&P and "A3" by
     Moody's, respectively), is pari passu with a $150,000,000 senior portion of
     a $253,000,000 note A-1 and with a $130,000,000 note A-2. The other senior
     notes (the $150,000,000 senior portion of the note A-1 and the note A-2)
     have the same interest rate, maturity date and amortization term as the
     Bank of America Center Mortgage Loan and are held outside of the trust. The
     remaining $103,000,000 of the note A-1 balance (the note A-1 junior
     portion) is subordinate to the senior portion of the note A-1, the entire
     note A-2 and the entire note A-3.

THE BORROWER:

   o The borrower, 555 California Owners LLC (the "Bank of America Center
     Borrower"), is a single-purpose, bankruptcy-remote entity with two
     independent directors, for which the Bank of America Center Borrower's
     legal counsel has delivered a non-consolidation opinion at loan closing.
     The Bank of America Center Borrower is owned 100% in succession by five
     mezzanine ownership entities (555 California Mezz-1 LLC, 555 California
     Mezz-2 LLC, 555 California Mezz-3 LLC, 555 California Mezz-4 LLC, and 555
     California Mezz-5 LLC, respectively), each a Delaware limited liability
     company. 555 California Street LLC is owned: 2% by two entities,
     Shorenstein Capital 555 LLC and Shorenstein 555 California LLC, controlled
     and owned by Shorenstein Company LLC; and 98% owned by two entities, Giants
     Equities LLC and Warrior Equities LLC, controlled by Mark Karasick, a
     borrower principal, and wholly owned by Mark Karasick, IPC (US), Inc.
     ("IPC"), and certain other investors. David Yisrael is also a borrower
     principal.

   o Mark Karasick has been a New York City-based real estate syndicator for the
     past 15 years. Initially, he was a developer in New York State's Orange and
     Dutchess Counties. During the past eight years, Mr. Karasick has
     principaled numerous real estate transactions as both a syndicator and a
     managing member of various limited liability companies. Mr. Karasick has
     typically acquired properties or mortgages with a current yield, located
     primarily in New York and New Jersey. In addition, Mr. Karasick has real
     estate holdings outside the New York/New Jersey/Connecticut tri-state area
     such as the 430,000 square foot IBM office building in Hato Rey, Puerto
     Rico. Acquisitions during the past five years include properties totaling
     more than eight million square feet.

   o IPC is a subsidiary of the Toronto, Canada-based IPC US REIT. IPC US REIT
     beneficially owns an 89.0% economic interest in IPC (US), Inc. IPC has
     ownership interests in, and manages, 32 buildings in the United States (26
     office and six retail) containing a total of 7.6 million square feet of
     rentable space.

   o As a San Francisco-based private owner and operator of Class A office
     buildings in the United States with a portfolio of more than 17 million
     square feet, Shorenstein Company LLC, through its affiliates, has owned and
     managed the Bank of America Center Mortgaged Property for over 15 years.

THE PROPERTY:

   o The collateral for the Bank of America Center Mortgage Loan consists of the
     fee simple interest in a 1,780,748 square foot Class A central business
     district office complex. The collateral is comprised of three buildings:
     (1) 555 California Street, a 1,488,619 square foot, 52-story Class A office
     building with retail constructed in 1969; (2) 315 Montgomery Street, a
     228,160 square foot, 16-story Class B office building with street level
     retail constructed in 1921; and (3) 345 Montgomery Street, a 63,969 square
     foot, two-story Bank of America branch constructed in 1971. The complex has
     on-site parking for 450 cars in a three level subterranean garage. The
     collateral is situated on approximately 2.80 acres in the North of Market
     Area Financial District in downtown San Francisco, California.

   o The Bank of America Center Borrower, at its sole cost and expense, is
     required to keep the Bank of America Center Mortgaged Property insured
     against loss or damage by fire and other risks addressed by coverage of a
     comprehensive all risk insurance policy. Each of the insurance policies
     required under the Bank of America Center Whole Loan must contain clauses
     or endorsements to the effect that the related policy does not have an
     exclusion for acts of terrorism or similar acts of sabotage.

   o The soil and groundwater of the Bank of America Center Mortgaged Property
     has been contaminated due to petroleum leaks from underground storage
     formerly located on the Bank of America Center Mortgaged Property that
     belonged to the City and County of San Francisco ("San Francisco"). The
     prior owner of the Bank of America Center Mortgaged Property, 555
     California Street LLC, initiated an action against San Francisco in
     relation to such contamination which resulted in a Settlement Agreement and
     Mutual Release dated December 10, 2003 by and between San Francisco and 555
     California Street LLC (the "Settlement Agreement"). Pursuant to the terms
     of the Settlement Agreement, San Francisco is required to provide
     remediation and monitoring results (which the related borrower is required
     to provide to the mortgagee) until such time as there are four consecutive
     quarters of acceptable remediation and monitoring results. The related
     borrower is required to enforce San Francisco's obligations to monitor and
     remediate the contamination pursuant to the terms of the Settlement
     Agreement. The related borrower is required to use commercially reasonable
     efforts to deliver to mortgagee a letter from the City and County of San
     Francisco Department of Health-Local Oversight Program which will indicate
     that monitoring and remediation is no longer required under the Settlement
     Agreement.
--------------------------------------------------------------------------------

                                      E-4


--------------------------------------------------------------------------------
                            BANK OF AMERICA CENTER
--------------------------------------------------------------------------------

PROPERTY MANAGEMENT:

   o Shorenstein Realty Services, L.P., an affiliate of the Bank of America
     Center Borrower, manages the Bank of America Center Mortgaged Property.
     Headquartered in San Francisco, California, and in business for over 80
     years, Shorenstein Realty Services is the wholly owned property services
     affiliate of Shorenstein Company LLC (www.shorenstein.com), a private owner
     and operator of Class A office buildings in the United States with a
     portfolio of more than 17 million square feet. Founded in the 1920's as a
     brokerage and management company, Shorenstein Company is engaged in all
     aspects of office building investment, development, financing, leasing,
     construction, and management. Since the early 1960's, the company has been
     an active investor in office projects. Since 1992, Shorenstein has
     sponsored a series of closed-end investment funds that have invested in
     Class A office projects located throughout the United States. Shorenstein
     Realty Services provides leasing, management and construction services to
     all of Shorenstein Company's properties.

CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS:

   o On September 2, 2004 : (A) Bank of America, N.A. made a mezzanine loan in
     the original principal amount of $34,000,000 to 555 California Mezz-1 LLC;
     (B) Bank of America, N.A. made a mezzanine loan in the original principal
     amount of $34,000,000 to 555 California Mezz-2 LLC; (C) BOFA Mezz Private
     Limited made a mezzanine loan in the original principal amount of
     $90,000,000 to 555 California Mezz-3 LLC; (D) BREF ONE, LLC-Series B made a
     mezzanine loan in the original principal amount of $45,000,000 to 555
     California Mezz-4 LLC; and (E) BPO 555 California Mezz Ltd made a mezzanine
     loan in the original principal amount of $27,000,000 to 555 California
     Mezz-5 LLC; each of the mezzanine loans is a "BC Mezzanine Loan"; each of
     the mezzanine lenders is a "BC Mezzanine Lender" and are collectively the
     "BC Mezzanine Lenders"; and each of the mezzanine borrowers is a "BC
     Mezzanine Borrower" and are collectively the "BC Mezzanine Borrowers". The
     Bank of America Center Borrower is owned 100% by the BC Mezzanine
     Borrowers. Each BC Mezzanine Loan is secured by (among other things) a
     first priority security interest in 100% percent membership interest in the
     related BC Mezzanine Borrower. The relationship between the BC Mezzanine
     Lenders and the mortgagee is set forth in that certain mezzanine
     intercreditor agreement dated as of September 2, 2004 by and between the
     mortgagee and the BC Mezzanine Lenders.

FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS:

   o Not allowed.

SUBORDINATE COMPONENT:

   o As will be set forth in more detail in the prospectus supplement, the
     holder of a designated class of certificates that is entitled to payments
     solely from the BC Pari Passu Note A-1 Mortgage Loan may (but is not
     obligated to) purchase the Bank of America Center Whole Loan at a price
     generally equal to the outstanding principal balance, accrued and unpaid
     interest, all related unreimbursed servicing advances (with interest, if
     any) including any servicing compensation, certain unreimbursed costs and
     expenses and additional trust fund expenses on such balances and any
     liquidation fees payable in connection with such purchase.
--------------------------------------------------------------------------------

                                      E-5


--------------------------------------------------------------------------------
                               OCEAN RESIDENCES
--------------------------------------------------------------------------------

OCEAN RESIDENCES

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
 LOAN SELLER:                           GACC

 ORIGINAL PRINCIPAL BALANCE:            $90,000,000

 FIRST PAYMENT DATE:                    December 1, 2004

 TERM/AMORTIZATION:                     60/0 months

 INTEREST ONLY PERIOD:                  60 months

 MATURITY DATE:                         November 1, 2009

 EXPECTED MATURITY BALANCE:             $90,000,000

 BORROWING ENTITY:                      Ocean Prime LLC

 INTEREST CALCULATION:                  Actual/360

 CALL PROTECTION:                       Lockout/defeasance:
                                        56 months
                                        Open: 4 payments

 UP-FRONT RESERVES:

   TAX RESERVE:                         Yes

   IMMEDIATE REPAIR RESERVE:            $1,207,500

   REPLACEMENT RESERVE:                 $10,229

   LEASING RESERVE:                     $25,095

 ONGOING MONTHLY RESERVES:

   TAX/INSURANCE RESERVE:               Yes

   REPLACEMENT RESERVE:                 $10,229

   TI/LC RESERVE:                       $7,500

 LOCKBOX:                               Hard
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              FINANCIAL INFORMATION
--------------------------------------------------------------------------------
 CUT-OFF DATE BALANCE:                       $90,000,000

 SHADOW RATING (S&P/MOODY'S):                 BBB-/Baa3

 CUT-OFF DATE LTV:                              42.9%

 MATURITY DATE LTV:                             42.9%

 UNDERWRITTEN DSCR(1):                          2.22x

 MORTGAGE RATE(2):                             4.797%
--------------------------------------------------------------------------------

(1)  DSCR figures based on net cash flow unless otherwise noted.

(2)  Rounded to three decimal places.

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
 PROPERTY TYPE:                      Multifamily

 PROPERTY SUB-TYPE:                  Mid-rise with retail

 LOCATION:                           New York, NY

 YEAR BUILT/RENOVATED:               1903/2000

 UNITS:                              492

 CUT-OFF BALANCE PER UNIT:           $182,927

 OCCUPANCY AS OF 7/31/04:            96.5%

 OWNERSHIP INTEREST(A):              Fee

 PROPERTY MANAGEMENT:                Residential
                                     Management Group
                                     LLC (d/b/a Douglas
                                     Elliman Property
                                     Management)

 U/W NET CASH FLOW:                  $9,699,353

 APPRAISED VALUE:                    $210,000,000
--------------------------------------------------------------------------------

(a)  Represents the fee interest in one unit of a three unit condominium.

                                      E-6


--------------------------------------------------------------------------------
                                OCEAN RESIDENCES
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              FINANCIAL INFORMATION
--------------------------------------------------------------------------------



                                                               FULL YEAR          FULL YEAR
                                          UNDERWRITTEN       (12/31/2003)       (12/31/2002)
                                          ------------       ------------       ------------

 Effective Gross Income .............     $ 16,168,723       $ 14,741,052       $ 13,696,979
 Total Expenses .....................     $  6,343,171       $  5,569,333       $  5,367,931
 Net Operating Income (NOI) .........     $  9,825,553       $  9,171,719       $  8,329,048
 Cash Flow (CF) .....................     $  9,699,353       $  9,171,719       $  8,329,048
 DSCR on NOI ........................            2.24x              2.10x              1.90x
 DSCR on CF .........................            2.22x              2.10x              1.90x
----------------------------------------------------------------------------------------------




-------------------------------------------------------------------------------------
                                     STUDIO     1 BEDROOM     2 BEDROOM     3 BEDROOM
                                     ------     ---------     ---------     ---------

 Number of Units ................      319         151           19             3
 Average Rent ...................    $2,214      $3,066        $4,006        $5,598
 Average Unit Size (SF) .........      535         780          1,047         1,133
-------------------------------------------------------------------------------------


                                      E-7


--------------------------------------------------------------------------------
                                OCEAN RESIDENCES
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                             ADDITIONAL INFORMATION
--------------------------------------------------------------------------------

THE LOAN:

   o The Ocean Residences Mortgage Loan is secured by a first mortgage on the
     borrower's fee simple interest in one of three units in a mixed use
     condominium building located in downtown Manhattan in New York City.

   o The borrower's unit consists of 492 residential units, including the
     superintendent's unit, 12,000 square feet of professional office space,
     4,000 square feet of grade level retail space, and a below grade parking
     garage with a 98-car capacity. The other two units are office use.

   o The financing consists of a $90 million first mortgage loan.

THE BORROWER:

   o The borrower, Ocean Prime LLC, is a single purpose, bankruptcy remote
     entity, sponsored by Joseph Moinian and partners. Joseph Moinian controls
     and directs the management and policies of the borrower, and indirectly
     owns a 36.6% interest in the borrower. Joseph Moinian is a repeat sponsor
     of a Deutsche Bank borrower.

   o Mr. Moinian is the founder and CEO of The Moinian Group, which controls a
     portfolio totaling more than eight million square feet of commercial,
     industrial, residential, retail and hotel properties throughout the world.
     Currently, the firm is in the planning and construction stages of
     developing over 1.5 million square feet of office, retail, and residential
     space throughout Manhattan. In the last 12 months, Mr. Moinian, with
     various partners, has purchased interests in several assets, including the
     condominium unit that encompasses floors 1-13 (not part of the loan
     collateral) known as 17 Battery Place South for $52,500,000 from SL Green
     in August 2000.

THE PROPERTY:

   o Originally built in 1903, Ocean Residences is a 492-unit rental apartment
     complex that occupies floors 14-31 of a mixed-use facility located at the
     southern tip of Manhattan in Battery Park City. The condominium unit that
     encompasses floors 1 -13, which is not part of the collateral, is class B
     office space owned by the sponsor of the Ocean Residences loan. Over $55.9
     million of renovations were completed in December of 2000. Since purchasing
     the property, the borrower has spent approximately $605,000 on facade
     repairs and an estimated $1.5 million in garage renovations.

   o The apartment units are primarily leased to individuals with approximately
     17% leased to corporate entities, including Goldman Sachs (leases 29 units)
     and Oakwood Corporation (leases 54 units).

   o The units feature ceiling heights in excess of ten feet, oversized windows
     with water views, light oak parquet floors, granite countertops and marble
     bathrooms. Many of the units also provide a technology package, which
     typically includes multiple telephone lines, cable TV and Internet access.
     Building amenities include a 24-hour doorman and concierge, dry cleaning,
     laundry, valet, fitness room and maid services, storage facilities, outdoor
     roof deck, business center and a 98-car on-site parking garage which is
     leased to a third party operator, Central Parking System of NY Inc.

   o Prior to September 11, 2001, the downtown residential market had average
     market rents for its buildings in the range of $50 to $55 per square foot.
     Despite the fact that tenancy in the downtown residential market bottomed
     out at approximately 75% after September 11, the sponsor was able to
     re-lease the property to its present 97% level due to a rapid stabilization
     of the downtown real estate market and rental subsidies provided by the
     government. As of September 1, 2004, rents at the property have risen to
     $48.55 per square foot (or more than 90% of pre-September 11 levels).


PROPERTY MANAGEMENT:

   o Ocean Residences is managed by Residential Management Group LLC (d/b/a
     Douglas Elliman Property Management), the property management division of
     Douglas Elliman. Founded in 1911, Douglas Elliman handles residential sales
     and rentals, professional, retail and commercial sales and leasing,
     relocation, new development marketing and property management. The company
     is now affiliated with The Prudential Real Estate Affiliates, Inc. A
     borrower affiliate, Josephson LLC, also performs additional asset
     management activities at the property.


CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS:

   o There is a $40 million senior mezzanine loan and a $20 million junior
     mezzanine loan. Each mezzanine loan was made to a separate SPE borrower.
     The senior mezzanine loan is secured by a pledge of 100% of the equity
     interests in the borrower and the junior mezzanine loan is secured by a
     pledge of 100% of the equity interests in the senior mezzanine borrower.


FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS:

   o Not permitted.
--------------------------------------------------------------------------------

                                      E-8


--------------------------------------------------------------------------------
                                 CHARLES SQUARE
--------------------------------------------------------------------------------

CHARLES SQUARE

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
 LOAN SELLER:                           GACC

 ORIGINAL PRINCIPAL BALANCE(1):         $77,000,000

 FIRST PAYMENT DATE:                    October 1, 2004

 TERM/AMORTIZATION:                     60/300 months

 INTEREST ONLY PERIOD:                  24 months

 MATURITY DATE:                         September 1, 2009

 EXPECTED MATURITY BALANCE:             $72,576,797

 BORROWING ENTITY:                      Charles Square
                                        Cambridge LLC and
                                        KSA Realty Trust

 INTEREST CALCULATION:                  Actual/360

 CALL PROTECTION:                       Lockout/defeasance:
                                        56 payments
                                        Open: 4 payments

 UP-FRONT RESERVES:

   TAX/INSURANCE RESERVE:               Yes

   REPLACEMENT RESERVE:                 $1,000,000

   TI/LC RESERVE:                       $1,043,734

   FF&E RESERVE:                        $1,000,000

   FREE RENT RESERVE:                   $432,959

 ONGOING MONTHLY RESERVES:

  TAX/INSURANCE RESERVE:                Yes

   REPLACEMENT RESERVE:                 $3,101

   TI/LC RESERVE:                       $20,733

   FF&E RESERVE:                        4% of Operating Income from
                                        hotel component of
                                        collateral.

 LOCKBOX:                               Hard
--------------------------------------------------------------------------------
(1)  Refers to the Senior Component only.

--------------------------------------------------------------------------------
                              FINANCIAL INFORMATION
--------------------------------------------------------------------------------
 WHOLE LOAN CUT-OFF DATE BALANCE:               $82,500,000

 SENIOR COMPONENT CUT-OFF DATE BALANCE:         $77,000,000

 SUBORDINATE COMPONENT CUT-OFF
 DATE BALANCE(A):                               $ 5,500,000

 SENIOR COMPONENT
 SHADOW RATING (S&P/MOODY'S):                   BBB--/Baa2

 SUBORDINATE COMPONENT
 SHADOW RATING (MOODY'S):                           Baa3

                               WHOLE LOAN          WHOLE LOAN
                              (EXCLUDING           (INCLUDING
                              SUBORDINATE          SUBORDINATE
                               COMPONENT)          COMPONENT)
                               ----------          ----------
 CUT-OFF DATE LTV:               45.7%               48.9%
 MATURITY DATE LTV:              43.0%               46.1%
 UNDERWRITTEN DSCR:              2.37x               2.22x
 MORTGAGE RATE(B):               5.426%              5.399%
--------------------------------------------------------------------------------

(a)  The Subordinate Component is included in the trust but does not back any
     certificates other than the Class CS Certificates.

(b)  The interest rate was rounded to three decimal places. The interest rate on
     the Senior Component is 5.426% and the interest rate on the Subordinate
     Component is 5.027%.

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
 PROPERTY TYPE:                       Class A Mixed-Use
                                      Development

 PROPERTY SUB-TYPE:                   Hotel-Office-Retail

 LOCATION:                            Cambridge, MA

 YEAR BUILT/RENOVATED:                1985/2003

 KEYS:                                293

 NET RENTABLE SQUARE FEET:            109,295 (office)
                                      39,550 (retail)

 CUT-OFF BALANCE PER KEY:             $262,799*

 OCCUPANCY AS OF 9/30/04:             70.2% Hotel
                                      97.2% Office-Retail

 OWNERSHIP INTEREST:                  Fee

 PROPERTY MANAGEMENT:                 Cambridge Hotel
                                      Associates (Hotel);
                                      Carpenter & Company, Inc.
                                      (Office-Retail);
                                      Propark, Inc. (Parking)

 U/W NET CASH FLOW:                   $13,352,532

 APPRAISED VALUE:
   Hotel:                             $106,400,000
   Office:                             $22,300,000
   Retail:                             $10,600,000
   Garage:                             $29,300,000
                                      ------------
 TOTAL:                               $168,600,000
--------------------------------------------------------------------------------
*    Based on the Senior Component Balance.

                                      E-9


--------------------------------------------------------------------------------
                                 CHARLES SQUARE
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              FINANCIAL INFORMATION
--------------------------------------------------------------------------------



                                                                           FULL YEAR         FULL YEAR         FULL YEAR
                                   UNDERWRITTEN(1)    TTM 9/30/04(2)      (12/31/03)        (12/31/02)        (12/31/01)
                                   ---------------    --------------      ----------        ----------        ----------

 EFFECTIVE GROSS INCOME
  Hotel ........................    $ 20,154,591       $ 20,154,591      $ 15,955,759      $ 16,194,977      $ 19,452,250
  Office/Retail/Garage .........    $  8,822,969       $  7,836,255      $  7,692,442      $  8,561,634      $  8,559,164
 TOTAL EXPENSES
  Hotel ........................    $  9,641,543       $  9,641,543      $  8,898,943      $  8,625,039      $  9,187,609
  Office/Retail/Garage .........    $  4,198,483       $  4,153,704      $  3,998,043      $  3,952,169      $  3,521,573
 NET OPERATING INCOME (NOI)
  Hotel ........................    $ 10,513,048       $ 10,513,048      $  7,056,816      $  7,569,938      $ 10,264,641
  Office/Retail/Garage .........    $  4,624,487       $  3,682,551      $  3,694,399      $  4,609,465      $  5,037,591
 CASH FLOW (CF)
  Hotel ........................    $  9,009,705       $  9,009,705      $  5,730,080      $  6,233,522      $  8,776,605
  Office/Retail/Garage .........    $  4,342,826       $  3,682,551      $  3,694,399      $  4,609,465      $  5,037,591
 DSCR ON NOI(3) ................           2.69x              2.53x             1.91x             2.17x             2.72x
 DSCR ON CF(3) .................           2.38x              2.26x             1.68x             1.93x             2.46x
---------------------------------------------------------------------------------------------------------------------------

(1)   Underwritten financial information includes hotel data based on TTM as of
      September 2004.
(2)   TTM includes as of September 30, 2004 data for hotel and as of August 31,
      2004 data for office/retail/garage.
(3)   Based on the Senior Component Balance.

--------------------------------------------------------------------------------
                             HISTORICAL PERFORMANCE
--------------------------------------------------------------------------------



KEY FIGURES                          1999           2000          2001          2002          2003         TTM 9/04        U/W(1)
-----------                          ----           ----          ----          ----          ----         --------        ------

 HOTEL:
  Occupancy: ...................        81.1%          80.1%         70.5%         67.9%         67.1%          70.2%          70.2%
  ADR: ......................... $       227    $       258   $       252   $       229    $      210    $       236    $       236
  RevPAR: ...................... $       184    $       207   $       177   $       155    $      141    $       165    $       165
  Net Cash Flow: ............... $10,683,674    $12,875,045   $ 8,776,605   $ 6,233,522    $5,730,080    $ 9,009,705    $ 9,009,705
 OFFICE, RETAIL, PKG:
  Office Occupancy: ............                         96%           96%           95%           77%            96%            96%
  Retail Occupancy: ............                        100%          100%          100%          100%           100%           100%
  Net Cash Flow: ............... $ 4,254,065    $ 4,928,435   $ 5,037,591   $ 4,609,465    $3,694,399    $ 3,682,551    $ 4,342,826
                                 -----------    -----------   -----------   -----------    ----------    -----------    -----------
  TOTAL NET CASH FLOW: ......... $14,937,739    $17,803,480   $13,814,197   $10,842,987    $9,424,479    $12,692,256    $13,352,532
------------------------------------------------------------------------------------------------------------------------------------

(1)  Underwritten financial information includes hotel data based on TTM as of
     September 2004.

--------------------------------------------------------------------------------
                               TENANT INFORMATION
--------------------------------------------------------------------------------



                                                                                                                 %
                                                 RATINGS       TOTAL       % OF                 POTENTIAL    POTENTIAL     LEASE
 TOP TENANTS                                   S&P/MOODY'S   TENANT SF   TOTAL SF   RENT PSF       RENT         RENT     EXPIRATION
 -----------                                   -----------   ---------   --------   --------       ----         ----     ----------

 Gradient Corporation .......................   Not Rated     21,550       14.5%    $ 28.00     $  603,400      15.1%    12/31/2009
 Lexecon ....................................   Not Rated     21,550       14.5     $ 21.00        452,550      11.3     10/31/2007
 Institute for Healthcare Improvement(1).....   Not Rated     17,456       11.7     $ 30.00        523,680      13.1      1/31/2012
                                                              ------       ----                 ----------      ----
 TOTAL ......................................                 60,556       40.7%                $1,579,630      39.5%
------------------------------------------------------------------------------------------------------------------------------------

(1)  The lease to Institute for Healthcare Improvement requires the tenant to
     take occupancy on the earlier of (a) three months after substantial
     completion of tenant's work and (b) February 1, 2005. According to the
     borrower, the tenant's work is substantially complete and a move-in date
     prior to December 15th, 2004 is projected.

                                      E-10


--------------------------------------------------------------------------------
                                 CHARLES SQUARE
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                             LEASE ROLLOVER SCHEDULE
--------------------------------------------------------------------------------



                      # OF LEASES   EXPIRING     % OF     CUMULATIVE     CUMULATIVE     BASE RENT
YEAR OF EXPIRATION     EXPIRING      SF(1)     TOTAL SF    TOTAL SF    % OF TOTAL SF    EXPIRING
------------------     --------      -----     --------    --------    -------------    --------

 2005 ..............        2           564        0.4%         564          0.4%      $   34,400
 2007 ..............        2        24,968       16.8       25,532         17.2%      $  577,580
 2008 ..............        1           710        0.5       26,242         17.6%      $   29,110
 2009 ..............       10        80,135       53.8      106,378         71.5%      $2,318,777
 2010 ..............        1         6,262        4.2      112,640         75.7%      $  244,218
 2012 ..............        1        17,456       11.7      130,096         87.4%      $  523,680
 2018 ..............        4        11,480        7.7      141,576         95.1%      $  272,383
 2023 ..............        1           489        0.3      142,065         95.4%
 2024 ..............        2         1,265        0.8      143,330         96.3%
 2028 ..............        1         1,290        0.9      144,620         97.2%
 Vacant ............                  4,225        2.8      148,845        100.0%
                           --        ------      -----
 TOTAL .............       25       148,845      100.0%
-------------------------------------------------------------------------------------------------

(1)  Expiring square footage includes approximately 16,505 square feet of space
     (restaurant, bar, common area) leased to tenants affiliated with the
     borrower which do not pay base rent.

                                      E-11


--------------------------------------------------------------------------------
                                 CHARLES SQUARE
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                         SUMMARY OF SIGNIFICANT TENANTS
--------------------------------------------------------------------------------
The property is 97.2% leased by 25 tenants (17 office and 8 retail) at an
average lease rate of $27.66 per square foot. The three largest tenants
representing 40.7% of the total net rentable area, are:

   o Gradient Corporation (Office) (Not Rated) Gradient Corporation occupies
     21,550 square feet (14.5% of net rentable area, lease expiration in 2009)
     at a rental rate of $28.00 per square foot. Gradient Corporation is a
     consulting firm which specializes in risk and environmental sciences.
     Gradient presents talks, peer-reviewed technical papers, textbook material,
     Congressional testimony, and serves on agency advisory boards. Gradient
     also prepares a quarterly newsletter, each focusing on a timely topic of
     importance to both industry and regulators.

   o Lexecon (Office) (Not Rated) Lexecon occupies 21,550 square feet (14.5% of
     net rentable area, lease expiration in 2007) at a rental rate of $21.00 per
     square foot. Lexecon Inc. is an economics consulting firm that provides law
     firm, corporate, and government clients with analysis of complex economic
     issues for use in legal and regulatory proceedings, strategic decisions,
     and public policy debates. The Harvard Square office, formerly The
     Economics Resource Group, Inc., was founded in 1990 by Joseph P. Kalt.
     Foundation Professor of International Political Economy at the John F.
     Kennedy School of Government, Harvard University and joined Lexecon in July
     1999. Lexecon's parent company is FTI Consulting, Inc.

   o Institute for Healthcare Improvement (Office) (Not Rated) The Institute for
     Healthcare Improvement occupies 17,456 square feet (11.7% of net rentable
     area, lease expiration in 2012) at a rental rate of $30.00 per square foot.
     The Institute for Healthcare Improvement is a not-for-profit organization
     driving the improvement of health by advancing the quality and value of
     health care.

Other tenants include:

   o Wellbridge Athletic Club (Retail) (Not Rated) The Wellbridge Athletic Club
     occupies 9,833 square feet (6.6% of net rentable area, lease expiration in
     2009) at a rental rate of $31.13 per square foot. Wellbridge Athletic Club
     is an upscale athletic club chain offering fitness programs for people of
     all ages and interests. Facilities include cardiovascular equipment, weight
     training equipment, an indoor pool, a group exercise studio, a whirlpool, a
     steam room, and locker rooms.

   o Legal Sea Foods Inc. (Retail) (Not Rated) Legal Sea Foods Inc. occupies
     6,409 square feet (4.3% of net rentable area, lease expiration in 2018) at
     a rental rate of $42.50 per square foot. For over 50 years, Legal Sea Foods
     has been dedicated to serving the freshest fish in the seafood industry.
     The Charles Square location features low ceilings that create a tavern
     feel, and finishes include stone, brick, dark oak, stucco, and
     Mission-style copper light fixtures. The restaurant also has a separate
     dedicated "Take-Out" storefront immediately adjacent to the restaurant.

   o Le Pli Salon & Day Spa (Retail) (Not Rated) Le Pli occupies 2,534 square
     feet (1.7% of net rentable area, lease expiration in 2009) at a rental rate
     of $41.38 per square foot. Le Pli, in Cambridge since 1968, opened their
     Charles Square spa in 1985. Le Pli has won awards for its excellence, and
     has been featured in Vogue, Newsweek, and Town & Country. Le Pli's
     philosophy is to bring its clients the most innovative techniques in hair
     and spa services, with strong emphasis on service.
--------------------------------------------------------------------------------

                                      E-12


--------------------------------------------------------------------------------
                                 CHARLES SQUARE
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                             ADDITIONAL INFORMATION
--------------------------------------------------------------------------------

THE LOAN:

   o The Charles Square Mortgage loan is a $77.0 million loan secured by the
     borrower's fee simple interest in the Class A mixed use facility known as
     Charles Square, located in Cambridge, Massachusetts. The loan is also
     secured by a pledge of limited partnership interests in the Hotel Manager
     made by Carpenter Associates, Intercorp Limited Partnership and F&H Realty
     LLC, each affiliated with the borrower.

   o The Charles Square Mortgage loan is divided into a Senior Component and a
     Subordinate Component as further described herein.

   o As will be set forth in more detail in the preliminary prospectus
     supplement, the holder of the Class CS Certificates that is entitled to
     payments solely from the Charles Square Mortgage loan will be entitled in
     certain instances to exercise rights analogous to the rights of the
     Directing Certificateholder solely with respect to the Charles Square
     Mortgage loan. Such rights may include the review and/or approval of
     certain actions taken by the Master Servicer or the Special Servicer in
     connection with the Charles Square Mortgage loan. In addition, such holder
     may (but is not obligated to) purchase the Charles Square Mortgage loan, if
     the Mortgage loan is then considered a "Defaulted Mortgage Loan" as more
     particularly described in the preliminary prospectus supplement, at a price
     generally equal to its (a) fair value as determined by the Special Servicer
     (or the Master Servicer or Trustee if the Special Servicer and the option
     holder are the same person or affiliated) or (b) if the Special Servicer
     has not determined its fair value, the unpaid principal balance, plus
     accrued and unpaid interest on such balance, all unrelated unreimbursed
     advances (with interest, if any), and all accrued special servicing fees
     and additional trust fund expenses.


THE BORROWER:

   o The borrower is comprised of KSA Realty Trust and Charles Square Cambridge
     LLC, each of which is a bankruptcy-remote, single- purpose entity. The
     borrower is sponsored by John L. Hall II, and Richard L. Friedman
     (Carpenter & Company, Inc.), a real estate firm that develops hotel, retail
     and mixed use properties. The fixed rate loan has a term of 60 months (5
     years), is interest-only for the first 24 months and thereafter amortizes
     on a 25-year schedule.

   o Carpenter and Company, Inc. developed the property in 1985 and renovated
     the project in 1998-1999 at a cost of over $4 million. Former retail space
     was converted to the current Pavilion conference center. In 2003, the
     borrower invested an additional $7.5 million to renovate the property.
     Incorporated in 1973 by Richard Friedman, the current President and CEO,
     Carpenter & Company has maintained a very successful record in the
     development and management of large commercial facilities throughout the
     country. Carpenter & Company, Inc. specializes in mixed-use development
     projects. Past projects, which were developed by the sponsor and are
     similar to Charles Square, include the Logan Airport Hilton in Boston,
     Massachusetts (599 rooms), the Hyatt Regency in Cambridge, Massachusetts
     (469 rooms) and the Sheraton Headquarters Hotel at the Boston Convention
     and Exhibition Center in South Boston, Massachusetts (1,200 rooms).
     Carpenter & Company, Inc. is currently active in other hotel developments
     in Boston, such as the current conversion of the famous "Charles St. Jail,"
     located near Beacon Hill, which will be converted into a hotel and is
     scheduled to open in 2005 and contain 310 rooms. Richard Friedman is a
     repeat sponsor of a Deutsche Bank borrower.

THE PROPERTY:

   o Charles Square, located in the Harvard Square neighborhood in Cambridge,
     Massachusetts, is approximately 2 1/2 miles from Boston and less than
     5-miles from Boston's Logan Airport. Charles Square is a Class A property
     consisting of a 293-key full service hotel, 109,295 square feet of office
     space, 29,739 square feet of retail space, the 9,811 square feet Pavilion
     Conference Center and a 568-car subterranean parking facility. Underwritten
     net cash flow attributable to the hotel portion accounts for approximately
     67% of the overall underwritten net cash flow for the property. There is
     also a residential component, consisting of 87 condominiums, which does not
     serve as collateral for the loan.

   o The hotel is known as "The Charles Hotel in Harvard Square". The property
     underwent a $4 million renovation in 1998 and a $7.5 million renovation in
     2003. The hotel's amenities include: (i) 293 rooms, (including 43 suites
     and one presidential suite), (ii) over 13,000 square feet of meeting and
     ballroom space, including a grand ballroom and the Pavilion Conference
     Center, (iii) three restaurants (Legal Sea Foods, Rialto and Henrietta's
     Table), (iv) Le Pli Day Spa, and (v) a full service, over 9,500 square foot
     fitness facility known as the Wellbridge Athletic Club. In addition, the
     hotel is equipped with a concierge, valet parking, Avis car rental,
     teleconferencing, laptop rental and laundry facilities.

   o The primary market area servicing the property is Cambridge, Massachusetts.
     Principal hotel usage is university related due to its close proximity to
     Harvard and Massachusetts Institute of Technology, and some usage also
     comes from Boston College, across the Charles River in Newton,
     Massachusetts. The Charles Hotel attracts students' relatives, university
     speakers and dignitaries to the university, especially the John F. Kennedy
     School of Government which is a direct neighbor of the property. The area
     in which the property is situated is known as the Harvard Square area of
     Mid Cambridge. Harvard Square consists primarily of retail and office
     buildings with some industrial uses interspersed throughout the area. In
     many of the neighborhood office buildings, retail uses occupy the first
     floor. Harvard Square is considered one of the premier retail locations
     within the Greater Boston area due to the heavy pedestrian traffic from
     both nearby students (Harvard College and Massachusetts Institute of
     Technology) as well as tourists. In addition, there is a large regional
     mall within the East Cambridge area known as the Cambridge-side Galleria.
--------------------------------------------------------------------------------

                                      E-13


--------------------------------------------------------------------------------
                                 CHARLES SQUARE
--------------------------------------------------------------------------------

   o The office portion of the property contains 109,295 square feet of net
     rentable area, which is 96.1% occupied. Office, retail and parking garage
     revenue accounts for 33% of Charles Square's total underwritten net cash
     flow. In-place rents at the property average $26.83 per square foot for
     office (compared to $33.00 per square foot for the office market average)
     and $29.77 per square foot for retail space (compared to $30.00 per square
     foot for the retail market average). The office portion of the property
     recently experienced a significant amount of rollover (2002: 33.5% and
     2003: 21.1%), however, the property was promptly re-leased as noted by
     Gradient Corporation's recent execution of a 5 1/2 year lease for 21,550
     square feet at a rental rate of $28.00 per square foot, and the Institute
     for Healthcare Improvement's execution of an eight-year lease for 17,456
     square feet at a rental rate of $30.00 per square foot. These two new
     leases result in a current office occupancy rate of 96.1% (compared to 77%
     in year end 2003). There are currently two available office spaces in the
     building, totaling 4,225 square feet (portions are located on both the 2nd
     and 4th floors).

   o The property features two award-winning restaurants, a Northeast seafood
     chain and two bars. The Henrietta's Table (Hotel), Rialto (Hotel) and Legal
     Sea Foods (Retail) restaurants all generate significant revenue for the
     property. The property also includes the Regattabar Jazz Club, various
     outdoor seating venues and a public use courtyard. The hotel portion of the
     property benefits from diversified revenue (47.2% allocable to rooms and
     49.2% allocable to food and beverage).

PROPERTY MANAGEMENT:

   o The Charles Hotel in Harvard Square is managed by Cambridge Hotel
     Associates, which is a joint venture between Carpenter & Company, Inc. and
     Interstate Hotels (acquired by MeriStar Hospitality in May 2002). The
     office facility is managed by Carpenter and Company, Inc. and the parking
     garage is managed by Propark, Inc., a national parking garage operator.

   o MeriStar (NYSE:"MHX"), based in Arlington, Virginia, is the third largest
     hotel REIT. MeriStar was founded in August, 1998 through the merger of
     CapStar Hotel Company and American General Hospitality. Even though
     MeriStar and Interstate Hotels & Resorts operate independently, they are
     affiliates as evidenced by an intercompany agreement. Additionally,
     Interstate Hotels & Resorts (NYSE:"IHR") operates all but one of MeriStar's
     properties. MeriStar's portfolio consists of 76 full-service hotels and
     resorts located throughout 22 states, the District of Columbia and Canada,
     with a total of 21,210 rooms. The franchise affiliations of these hotels
     and resorts include: the Ritz Carlton, Hilton, Radisson, Sheraton,
     Marriott, Embassy Suites, Westin and Doubletree. As of June 30, 2004,
     MeriStar's market capitalization was $615 million.

CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS:

   o There is an existing $43,500,000 mezzanine loan.

FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS:

   o Not Allowed.
--------------------------------------------------------------------------------

                                      E-14


--------------------------------------------------------------------------------
                         SIMON -- CHELTENHAM SQUARE MALL
--------------------------------------------------------------------------------

SIMON -- CHELTENHAM SQUARE MALL

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
 LOAN SELLER:                         BofA

 ORIGINAL PRINCIPAL BALANCE:          $54,941,036

 FIRST PAYMENT DATE:                  August 1, 2004

 TERM/AMORTIZATION:                   120/360 months

 INTEREST ONLY PERIOD:                60 months

 MATURITY DATE:                       July 1, 2014

 EXPECTED MATURITY BALANCE:           $51,393,858

 BORROWING ENTITY:                    Cheltenham Square, L.P.

 INTEREST CALCULATION:                Actual/360

 CALL PROTECTION:                     Lockout/Defeasance:
                                      113 payments
                                      Open: 7 payments

 LOCKBOX:                             Hard
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              FINANCIAL INFORMATION
--------------------------------------------------------------------------------
 CUT-OFF DATE BALANCE:                  $54,941,036

 CUT-OFF DATE LTV:                      76.8%

 MATURITY DATE LTV:                     71.9%

 UNDERWRITTEN DSCR:                     1.22x

 MORTGAGE RATE:                         5.890%
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
 PROPERTY TYPE:                        Retail

 PROPERTY SUB-TYPE:                    Anchored

 LOCATION:                             Philadelphia, PA

 YEAR BUILT/RENOVATED:                 1954/1981

 NET RENTABLE SQUARE FEET:             423,440

 CUT-OFF BALANCE PER SF:               $130

 OCCUPANCY AS OF 10/14/2004:           92.1%

 OWNERSHIP INTEREST:                   Fee/Leasehold

 PROPERTY MANAGEMENT:                  Simon Management
                                       Associates, LLC

 U/W NET CASH FLOW:                    $4,746,367

 APPRAISED VALUE:                      $71,500,000
--------------------------------------------------------------------------------

                                      E-15


--------------------------------------------------------------------------------
                         SIMON -- CHELTENHAM SQUARE MALL
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              FINANCIAL INFORMATION
--------------------------------------------------------------------------------



                                                            ANNUALIZED
                                                           MOST RECENT       FULL YEAR
                                          UNDERWRITTEN      (6/30/04)       (12/31/03)
                                          ------------      ---------       ----------

 Effective Gross Income.. .............   $ 10,481,229     $ 9,951,558     $ 10,339,521
 Total Expenses. ......................   $  5,437,376     $ 5,379,850     $  5,296,589
 Net Operating Income (NOI).. .........   $  5,043,853     $ 4,571,708     $  5,042,932
 Cash Flow (CF). ......................   $  4,746,367     $ 4,571,708     $  5,042,932
 DSCR on NOI. .........................          1.29x           1.17x            1.29x
 DSCR on CF.. .........................          1.22x           1.17x            1.29x
-----------------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                               TENANT INFORMATION
--------------------------------------------------------------------------------



                              RATINGS       TOTAL       % OF                 POTENTIAL    % POTENTIAL     LEASE
TOP TENANTS                 S&P/MOODY'S   TENANT SF   TOTAL SF   RENT PSF       RENT          RENT      EXPIRATION
-----------                 -----------   ---------   --------   --------       ----          ----      ----------

 Burlington Coat Factory .   Not Rated      80,100       18.9%   $  3.75    $  300,375         4.8%     2/28/2007
 Shop Rite ...............   Not Rated      72,200       17.1    $  8.48       612,360         9.9      3/31/2015
 United Artist Theatre ...   Not Rated      38,849        9.2    $ 12.41       481,943         7.8      8/31/2009
 Seaman's Furniture ......   Not Rated      30,223        7.1    $  8.01       242,000         3.9      9/30/2009
                                            ------       ----               ----------        ----
 TOTAL ...................                 221,372       52.3%              $1,636,678        26.3%
------------------------------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                             LEASE ROLLOVER SCHEDULE
--------------------------------------------------------------------------------



                        # OF LEASES     EXPIRING       % OF       CUMULATIVE       CUMULATIVE       BASE RENT
YEAR OF EXPIRATION        EXPIRING         SF        TOTAL SF      TOTAL SF      % OF TOTAL SF       EXPIRING
------------------        --------         --        --------      --------      -------------       --------

 2004 ..............          1           1,484          0.4%         1,484            0.4%        $   40,000
 2005 ..............         14          29,823          7.0         31,307            7.4%        $  501,569
 2006 ..............         11          29,617          7.0         60,924           14.4%        $  513,455
 2007 ..............          6          89,123         21.0        150,047           35.4%        $  572,806
 2008 ..............         12          29,238          6.9        179,285           42.3%        $  645,299
 2009 ..............         16         109,698         25.9        288,983           68.2%        $1,542,798
 2010 ..............          4          11,977          2.8        300,960           71.1%        $  189,362
 2011 ..............          2           3,365          0.8        304,325           71.9%        $   75,000
 2012 ..............          1           3,392          0.8        307,717           72.7%        $   54,400
 2013 ..............          3          16,245          3.8        323,962           76.5%        $  415,168
 2014 ..............          3          14,673          3.5        338,635           80.0%        $  251,612
 2015 ..............          1          72,200         17.1        410,835           97.0%        $  612,360
 Vacant ............                     12,605          3.0        423,440          100.0%
                             --         -------        -----
 TOTAL .............         74         423,440        100.0%
--------------------------------------------------------------------------------------------------------------


                                      E-16


--------------------------------------------------------------------------------
                         SIMON -- CHELTENHAM SQUARE MALL
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                         SUMMARY OF SIGNIFICANT TENANTS
--------------------------------------------------------------------------------
The Simon -- Cheltenham Square Mall Mortgaged Property is 92.1% leased (on total
owned gross leasable area) by a mix of national, regional, and local tenants,
including four anchor tenants and approximately 73 in-line and freestanding
tenants. The Simon -- Cheltenham Square Mall Mortgaged Property has two anchors
and is shadow-anchored by Home Depot and Value City who own their respective
stores. The stores aggregate 215,966 square feet and are subject to a ground
lease with the related borrower. The Home Depot is not connected to the mall.
The four largest tenants, representing 52.3% of total owned gross leasable area,
are:

   o Burlington Coat Factory Warehouse Corporation (NYSE: "BCF") (Not Rated), a
     national department store retail chain, occupies 80,100 square feet (18.9%)
     on an original five-year lease extended for a five-year period expiring in
     February 2007 with no remaining renewal options. Founded in 1972 and
     headquartered in Burlington, New Jersey, Burlington Coat Factory offers
     current, designer merchandise at discounted prices compared to other
     department store prices. Its stores feature outerwear, apparel, shoes,
     accessories for the entire family, baby clothes, furniture, toys, home
     decor items, and gifts. As of September 21, 2004, Burlington Coat Factory
     operated 350 stores in 42 states nationwide. For the fiscal year ended May
     29, 2004, Burlington Coat Factory reported revenues of $2.9 billion and net
     income of $67.6 million. As of May 29, 2004, the company reported total
     assets of $1.6 billion and stockholders' equity of $855.9 million.

   o ShopRite (Not Rated), a regional grocery store chain, occupies 72,200
     square feet (17.1%) on a 20-year lease expiring in March 2015 with four,
     five-year renewal options. Established in 1951 and headquartered in
     Elizabeth, New Jersey, ShopRite is the largest retailer-owned cooperative
     in the United States and the largest employer in New Jersey. The
     cooperative is comprised of 43 members who individually own and operate
     supermarkets under the ShopRite banner. Today, the 190 ShopRite stores in
     New Jersey, New York, Connecticut, Pennsylvania and Delaware as well as
     Wakefern Food Corporation, the merchandising and distribution arm of the
     company, employ more than 50,000 people.

   o United Artist Theatre Circuit, Inc. ("UATC") (Not Rated), a movie theater
     operator, occupies 38,849 square feet (9.2%) on a 21-year lease expiring in
     August 2009 with no renewal options. United Artist Theatre is part of
     Knoxville, Tennessee-based Regal Entertainment Group (NYSE: "RGC") ("RGC"),
     the largest motion picture exhibitor in the world. RGC's theatre circuit,
     comprising Regal Cinemas, United Artist Theatre and Edwards Theatres,
     operates 6,119 screens in 562 locations in 39 states. This geographically
     diverse circuit represents over 20% of domestic box office receipts and
     includes theatres in 46 of the top 50 U.S. Designated Market Areas as well
     as locations in many growing suburban markets. For the fiscal year ended
     January 1, 2004, Regal Entertainment Group reported revenues of $2.5
     billion and net income of $185.4 million. As of July 1, 2004, Regal
     Entertainment Group reported total assets of $2.5 billion and stockholders'
     equity of $79.5 million. As of July 1, 2004, UATC operated 904 screens in
     114 theatres in 21 states. As of July 1, 2004, United Artist Theatre
     Circuit, Inc. reported total assets of $173.8 million and stockholders'
     equity of $109.9 million.

   o Seaman's Furniture (Not Rated), a regional furniture retail chain, occupies
     30,223 square feet (7.1%) on a five-year lease expiring in September 2009
     with two, three-year renewal options. Founded in 1933 and headquartered on
     Long Island, New York, Seaman Furniture Company Inc. operates 43 mainline
     showrooms, 10 Seaman's Kids stores and 6 clearance centers in the states of
     New York, New Jersey, Connecticut, and Pennsylvania. Seaman's employs more
     than 2,100 associates. As it is privately held, Seaman's does not report
     financial information on a company-wide basis.

THE SIGNIFICANT GROUND LESSEES ARE:

   o Value City Department Store (Not Rated) occupies approximately 85,000
     square feet on a ground lease dated September 30, 1980 extending for thirty
     years, with six, ten-year renewal option. The company is headquartered in
     Columbus, Ohio, originated in 1917 and has 9,000 employees operating 110
     stores in 15 states. Retail Ventures, Inc. (NYSE: "RVI")(Not Rated)
     formerly Value City Department Stores, has three operating segments, Value
     City Department Stores (Value City), DSW Shoe Warehouse Inc. (DSW) and
     Filene's Basement Inc. Retail Ventures, Inc. reported net sales for the
     fourth quarter 2003 of $720.4 million.

   o Home Depot U.S.A., Inc. (NYSE: "HD"; rated "AA" by S&P and "Aa3" by
     Moody's) a home supply retailer, owns its store, which is approximately
     131,418 square feet, 20,796 square feet of which is used as an outdoor
     garden center. The ground lease, dated May 1994, carries a 15-year term
     with nine, five-year options to renew. Home Depot is headquartered in
     Atlanta, Georgia and operates more than 1,707 stores across the United
     States, Canada and Mexico. The company with 299,000 employees, is the
     world's largest home improvement retailer, the second largest retailer in
     the United States and the third largest retailer on a global basis. As of
     the first quarter 2004, Home Depot reported net earnings of $1.1 billion.
--------------------------------------------------------------------------------

                                      E-17


--------------------------------------------------------------------------------
                         SIMON -- CHELTENHAM SQUARE MALL
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                             ADDITIONAL INFORMATION
--------------------------------------------------------------------------------

THE LOAN:

   o The Simon -- Cheltenham Square Mall Mortgage Loan is secured by a first
     mortgage on a 423,440 square foot portion of Cheltenham Square Mall, a
     639,406 square foot regional mall located in Philadelphia, Pennsylvania.

THE BORROWER:

   o The borrower, Cheltenham Square, L.P. (the "Simon -- Cheltenham Square Mall
     Borrower"), is a single-purpose, bankruptcy-remote entity with at least two
     independent managers for which Simon -- Cheltenham Square Mall Borrower's
     legal counsel has delivered a non-consolidation opinion at loan closing.
     The Simon -- Cheltenham Square Mall Borrower is 99.5% owned by its sole
     limited partner, Simon Capital Limited Partnership, a Delaware limited
     partnership and CS Company, LLC owns 0.5% and is the sole general partner.
     There is no borrower principal.

   o The Simon -- Cheltenham Square Mall Borrower is sponsored by Simon Property
     Group, Inc. (NYSE: "SPG") (Rated "BBB+" by S&P and "Baa" by Moody's),
     ("SPG"), an Indianapolis-based real estate investment trust (a "REIT")
     primarily engaged in the ownership, operation, leasing, management,
     acquisition, expansion and development of primarily regional malls and
     community shopping centers. SPG is the largest publicly traded retail real
     estate company in North America with a total market capitalization of
     approximately $34 billion as of October 14, 2004. As of September 30, 2004,
     SPG owned or held an interest in 301 properties in North America containing
     an aggregate of 204 million square feet of gross leasable area, which
     consisted of 173 regional malls, 67 community shopping centers, and four
     office and mixed-use properties in 37 states plus Canada and Puerto Rico.
     SPG also owns interests in three parcels of land held for future
     development and has ownership interests in 48 shopping centers in Europe.
     For the year ended December 31, 2003, SPG had total revenues of $2.3
     billion and net income of $368.7 million. As of June 30, 2004, SPG reported
     liquidity of $519.1 million, total assets of $16.3 billion, and
     shareholders' equity of $3.2 billion.

THE PROPERTY:

   o The collateral for the Simon -- Cheltenham Square Mall Mortgage Loan
     consists of the fee simple interest in a 423,440 square foot portion of a
     regional mall totaling 639,406 gross leasable square feet. The Simon --
     Cheltenham Square Mall Mortgaged Property was completed in 1954, renovated
     in the 1980's and 1990's, and is situated on 64.9 acres at Washington Lane
     and Cheltenham Avenue in Philadelphia, Pennsylvania.

   o The Simon -- Cheltenham Square Mall Borrower, at its sole cost and expense,
     is required to keep the Simon -- Cheltenham Square Mall Mortgaged Property
     insured against loss or damage by fire and other risks addressed by
     coverage of a comprehensive all risk insurance policy. The Simon --
     Cheltenham Square Mall Borrower is also required to maintain a
     comprehensive all risk insurance policy without an exclusion for acts of
     terrorism.

PROPERTY MANAGEMENT:

   o Simon Management Associates, LLC ("SMA"), an affiliate of the Simon -
     Cheltenham Square Mall Borrower, manages the Simon -- Cheltenham Square
     Mall Mortgaged Property. Headquartered in Indianapolis, Indiana and in
     business for approximately 44 years, SMA is a wholly owned subsidiary of
     Simon Property Group, L.P., a majority-owned partnership subsidiary of SPG
     that owns all but one of SPG's real estate properties. SMA provides
     day-to-day property management functions including leasing, management and
     development services to most of the SPG properties.

CURRENT MEZZANINE OR SUBORDINATE INDEBTENESS:

   o None.

FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS:

   o Not allowed.
--------------------------------------------------------------------------------

                                      E-18


--------------------------------------------------------------------------------
                                  RENTAR PLAZA
--------------------------------------------------------------------------------

RENTAR PLAZA

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
 LOAN SELLER:                           GACC

 ORIGINAL PRINCIPAL BALANCE(1):         $52,000,000

 FIRST PAYMENT DATE:                    October 1, 2004

 TERM/AMORTIZATION:                     60/0 months

 INTEREST ONLY PERIOD:                  60 months

 MATURITY DATE:                         September 1, 2009

 EXPECTED MATURITY BALANCE:             $52,000,000

 BORROWING ENTITY:                      Vertical Industrial Park
                                        Associates

 INTEREST CALCULATION:                  Actual/360

 CALL PROTECTION:                       Lockout/defeasance:
                                        56 payments
                                        Open: 4 payments

 UP-FRONT RESERVES:

   TAX/INSURANCE RESERVE:               Yes

   REPLACEMENT RESERVE:                 $55,290

   TI/LC RESERVE:                       $670,000

 ONGOING MONTHLY RESERVES:

   TAX/INSURANCE RESERVE:               Yes

   REPLACEMENT RESERVE:                 $14,364

   TI/LC RESERVE:                       $13,000

 LOCKBOX:                               Soft at Closing/Springing
                                        Hard
--------------------------------------------------------------------------------
(1)  Refers to the Senior Component only.


--------------------------------------------------------------------------------
                              FINANCIAL INFORMATION
--------------------------------------------------------------------------------
 WHOLE LOAN CUT-OFF DATE BALANCE:               $66,000,000

 SENIOR COMPONENT CUT-OFF DATE BALANCE:         $52,000,000

 SUBORDINATE COMPONENT CUT-OFF DATE
 BALANCE(A):                                    $14,000,000

 SENIOR COMPONENT SHADOW
 RATING (S&P/MOODY'S):                          BBB--/A2

 SUBORDINATE COMPONENT
 SHADOW RATING (MOODY'S):      RP-1: A3         $5,029,000
                               RP-2: Baa1       $3,770,000
                               RP-3: Baa2       $2,828,000
                               RP-4: Baa3       $2,373,000
                                 TOTAL          $14,000,000

                               WHOLE LOAN        WHOLE LOAN
                              (EXCLUDING        (INCLUDING
                              SUBORDINATE       SUBORDINATE
                               COMPONENT)        COMPONENT)
                               ----------        ----------
 CUT-OFF DATE LTV:               52.5%              66.7%
 MATURITY DATE LTV:              52.5%              66.7%
 UNDERWRITTEN DSCR:              3.10x             2.45x
 MORTGAGE RATE(B):              4.669%             4.660%
--------------------------------------------------------------------------------

(a)  The Subordinate Components are included in the trust but do not back any
     certificates other than the Class RP Certificates.

(b)  The interest rates were rounded to three decimal places. The interest rate
     reflects the interest rate on the Rentar Plaza Whole Loan. The interest
     rate on the Senior Component is 4.669% and the interest rates on the
     Subordinate Components are 4.430%, 4.607%, 4.656% and 5.048% for the Class
     RP-1, Class RP-2, Class RP-3 and Class RP-4 Certificates, respectively.


--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
 PROPERTY TYPE:                   Mixed-Use

 PROPERTY SUB-TYPE:               Retail: 40.3%
                                  Industrial-Warehouse: 59.7%

 LOCATION:                        Middle Village, Queens, NY

 YEAR BUILT/RENOVATED:            1973/2002

 NET RENTABLE SQUARE FEET:        1,567,208

 CUT-OFF BALANCE PER SF:          $33*

 OCCUPANCY AS OF 10/22/04:        100%

 OWNERSHIP INTEREST:              Fee

 PROPERTY MANAGEMENT:             Rentars Development Corp.

 U/W NET CASH FLOW:               $7,637,753

 APPRAISED VALUE:                 $99,000,000
--------------------------------------------------------------------------------

*    Based on the Senior Component Balance.

                                      E-19


--------------------------------------------------------------------------------
                                  RENTAR PLAZA
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              FINANCIAL INFORMATION
--------------------------------------------------------------------------------



-----------------------------------------------------------------------------------------------------------------
                                                                FULL YEAR          FULL YEAR          FULL YEAR
                                           UNDERWRITTEN        (12/31/03)         (12/31/02)         (12/31/01)
                                           ------------       ------------       ------------       ------------
 Effective Gross Income. .............     $ 16,527,018       $ 15,153,517       $ 14,768,887       $ 14,648,239
 Total Expenses ......................     $  8,569,086       $  8,151,295       $  7,635,080       $  7,576,132
 Net Operating Income (NOI). .........     $  7,957,932       $  7,002,222       $  7,133,807       $  7,072,107
 Cash Flow (CF) ......................     $  7,637,753       $  7,002,222       $  7,133,807       $  7,072,107
 DSCR on NOI(1) ......................            3.23x              2.85x              2.90x              2.88x
 DSCR on CF(1). ......................            3.10x              2.85x              2.90x              2.88x
-----------------------------------------------------------------------------------------------------------------

(1)  Based on the Rentar Plaza Senior Component Balance.


--------------------------------------------------------------------------------
                               TENANT INFORMATION
--------------------------------------------------------------------------------



                                                            UNIT                   RATINGS            TOTAL
TOP TENANTS                                                 TYPE                 S&P/MOODY'S        TENANT SF
---------------------------------------------      ----------------------      --------------      -----------

 City of NY-General Services Association.....       Industrial-Warehouse        Not Rated/A2          486,115
 Middle Village Associates(1) ...............              Retail                 Not Rated           265,000
 Levitz Furniture Corporation ...............              Retail                 Not Rated           174,000
 K-mart Corporation .........................              Retail                 Not Rated           146,821
 City of NY-Dept of Transportation(2) .......       Industrial-Warehouse        Not Rated/A2          120,000
 Metropolitan Museum of Art .................       Industrial-Warehouse          Not Rated           108,650
 Abco Refrigeration Supply Corp .............       Industrial-Warehouse          Not Rated            86,500
 Pfizer,Inc. ................................       Industrial-Warehouse           AAA/Aaa             66,000
 Toys "R" Us ................................              Retail                  BB/Ba2              45,644
 City of NY-Dept of Corrections .............       Industrial-Warehouse          Not Rated            38,478
 Decrotex, Inc. .............................       Industrial-Warehouse          Not Rated            30,000
                                                                                                      -------
 TOTAL ......................................                                                       1,567,208
---------------------------------------------------------------------------------------------------------------


---------------------------------------------------------------------------------------------------------------
                                                  % OF                     ANNUAL      % ANNUAL       LEASE
TOP TENANTS                                     TOTAL SF    RENT PSF        RENT         RENT       EXPIRATION
---------------------------------------------  ----------  ----------  -------------  ----------  -------------

 City of NY-General Services Association.....      31.0%    $  4.50     $ 2,187,518       21.9%      2/9/2006
 Middle Village Associates(1) ...............      16.9     $  7.40       1,961,000       19.6      9/30/2014
 Levitz Furniture Corporation ...............      11.1     $  6.28       1,092,277       10.9      3/31/2014
 K-mart Corporation .........................       9.4     $  8.25       1,211,335       12.1      1/31/2014
 City of NY-Dept of Transportation(2) .......       7.7     $  4.50         540,000        5.4      9/30/2006
 Metropolitan Museum of Art .................       6.9     $  7.00         760,550        7.6      7/31/2013
 Abco Refrigeration Supply Corp .............       5.5     $  4.75         410,875        4.1     12/31/2007
 Pfizer,Inc. ................................       4.2     $  9.04         596,900        6.0      8/31/2013
 Toys "R" Us ................................       2.9     $ 15.25         696,079        7.0      1/31/2008
 City of NY-Dept of Corrections .............       2.5     $ 10.25         394,400        3.9     11/10/2010
 Decrotex, Inc. .............................       1.9     $  5.25         157,500        1.6      7/31/2006
                                                  -----                 -----------      -----
 TOTAL ......................................     100.0%                $10,008,434      100.0%
---------------------------------------------------------------------------------------------------------------

(1)  Middle Village Associates has master leased the Metro Mall portion of the
     property and subleased this space to a variety of tenants. See chart
     entitled "Top Middle Village Associates Subtenants" below.

(2)  The Department of Transportation has the right to terminate its lease upon
     180 days notice and payment of the unamortized portions of the cost of
     certain tenant improvement work.

--------------------------------------------------------------------------------
                             LEASE ROLLOVER SCHEDULE
--------------------------------------------------------------------------------



-----------------------------------------------------------------------------------------------------------------
                        # OF LEASES      EXPIRING        % OF       CUMULATIVE       CUMULATIVE       BASE RENT
YEAR OF EXPIRATION        EXPIRING          SF         TOTAL SF      TOTAL SF      % OF TOTAL SF       EXPIRING
------------------        --------          --         --------      --------      -------------       --------

 2006 ..............          3           636,115         40.6%       636,115           40.6%        $2,885,018
 2007 ..............          1            86,500          5.5%       722,615           46.1%        $  410,875
 2008 ..............          1            45,644          2.9%       768,259           49.0%        $  696,079
 2010 ..............          1            38,478          2.5%       806,737           51.5%        $  394,400
 2013 ..............          2           174,650         11.1%       981,387           62.6%        $1,357,450
 2014 ..............          3           585,821         37.4%     1,567,208          100.0%        $4,264,612
                             --           -------        -----
 TOTAL .............         11         1,567,208        100.0%
-----------------------------------------------------------------------------------------------------------------


                                      E-20


--------------------------------------------------------------------------------
                                  RENTAR PLAZA
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                         SUMMARY OF SIGNIFICANT TENANTS
--------------------------------------------------------------------------------
The property is 100% leased. The property currently consists of 631,465 square
feet of retail space and 935,743 square feet of industrial/warehouse space. The
retail portion of the property includes the following tenants:

   o Middle Village Associates (converted the warehouse space into the Metro
     Mall and subleased the retail space to approximately 23 tenants including a
     135,254 square foot BJ's Warehouse), Levitz Furniture Corporation (60,900
     square feet retail/113,100 square feet warehouse), Toys "R" US and Kmart
     Corporation.

The warehouse/office portion of the property includes the following tenants:

   o The City of New York (General Services Association and Department of
     Transportation warehouse space and a Department of Corrections training
     facility), Metropolitan Museum of Art warehouse space, ABCO Refrigeration
     Supply Corporation, and Pfizer, Inc. (rated "AAA" by S&P and "Aaa" by
     Moody's).

According to the appraiser's (CB Richard Ellis) comparable retail properties,
anchor leases reflect a rental range of $18.75 to $38.91 per square foot, with
an average rental rate of $27.96 per square foot. The appraiser concluded that
retail market rents are $27.00 per square foot. Retail rental rates at the
property range from $6.28 to $15.25 per square foot (K-mart, Levitz, Middle
Village Associates, and Toys "R" Us). Based on the appraiser's market rent
conclusion, it appears that the majority of existing retail tenants are paying
significantly below market rents. In addition, the comparable retail properties
all reflect occupancies of 100%.

According to the appraiser, the average industrial/warehouse rental rate was
$11.93 per square foot for the first quarter 2004. Industrial/Warehouse space at
the property ranges from $4.50 to $10.25 per square foot. Based on the
appraiser's market rent conclusion, it appears that most of the existing
industrial/warehouse tenants at the property are paying significantly below
market rents. In addition, the occupancy rates of the competitive
industrial/warehouse properties range from 93% to 100%, with most at 100%
occupancy. The average occupancy is 99.7%.

Pfizer, Inc. (rated "AAA" by S&P and "Aaa" by Moody's) recently signed a lease
consisting of 66,000 square feet at a cost of $9.04 per square foot, which rent,
based on the appraiser's market rent conclusions, is below market rates.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                    TOP MIDDLE VILLAGE ASSOCIATES SUBTENANTS
--------------------------------------------------------------------------------



                                                             RATING
SUBTENANT                                                 S&P/MOODY'S   TOTAL TENANT SF   ANNUAL RENT    RENT/SF       DATE
---------                                                 -----------   ---------------   -----------    -------       ----

   BJ's Wholesale Club, Inc. ...........................   Not Rated        135,254       $2,299,318     $ 17.00     9/30/2024
   Alpha Management Group Co., Inc./Ooba Dooba .........   Not Rated         27,378       $  532,000     $ 19.43     9/29/2004
   Rentar Retail Realty Corp./Conway Stores ............   Not Rated         24,302       $  534,644     $ 22.00     9/28/2014
   Fashion Bug #84 .....................................   Not Rated         11,700       $  351,000     $ 30.00     1/31/2008
   The Musicland Group/Sam Goody/ #MO4665 ..............   Not Rated          4,700       $  189,410     $ 40.30     1/31/2007
   IBM Corp. ...........................................     A+/A1            3,462       $   85,236     $ 24.62     9/28/2004
   Tandy Corp./Radio Shack #01-2775 ....................    A-/Baa1           2,695       $   58,410     $ 21.67    11/20/2005
   TOTAL (Top 7 Subtenants) ............................                    209,491       $4,050,018     $ 19.33
   TOTAL (All 23 Subtenants) ...........................                    230,609       $4,928,519     $ 21.37
-------------------------------------------------------------------------------------------------------------------------------


                                      E-21


--------------------------------------------------------------------------------
                                  RENTAR PLAZA
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                             ADDITIONAL INFORMATION
--------------------------------------------------------------------------------

THE LOAN:

   o The Rentar Plaza Mortgage loan is secured by a first mortgage on a
     1,567,208 square foot mixed-use retail and industrial/warehouse building
     located in Middle Village, New York, a section of the Queens borough of New
     York City.

   o The Rentar Plaza Mortgage loan is divided into a Senior Component and a
     Subordinate Component as described further herein.

   o As will be set forth in more detail in the preliminary prospectus
     supplement, the holder of the Class RP Certificates that is entitled to
     payments solely from the Rentar Plaza Mortgage loan will be entitled in
     certain instances to exercise rights analogous to the rights of the
     Directing Certificateholder solely with respect to the Rentar Plaza
     Mortgage loan. Such rights may include the review and/or approval of
     certain actions taken by the Master Servicer or the Special Servicer in
     connection with the Rentar Plaza Mortgage loan. In addition, such holder
     may (but is not obligated to) purchase the Rentar Plaza Mortgage loan, if
     the loan is then considered a "Defaulted Mortgage Loan" as more
     particularly described in the preliminary prospectus supplement, at a price
     generally equal to its (a) fair value as determined by the Special Servicer
     (or the Master Servicer or Trustee if the Special Servicer and the option
     holder are the same person or affiliated) or (b) if the Special Servicer
     has not determined its fair value, the unpaid principal balance, plus
     accrued and unpaid interest on such balance, all unrelated unreimbursed
     advances (with interest, if any), and all accrued special servicing fees
     and additional trust fund expenses.

THE BORROWER:

   o The borrower, Vertical Industrial Park Associates, is a single-purpose,
     bankruptcy-remote entity. The sponsors are Dennis, Arthur and Marvin
     Ratner. In addition to the property, the sponsors' portfolio includes nine
     other properties, including the property, consists of approximately 2.8
     million square feet of commercial space. Based on square footage, the
     property is the largest asset in their portfolio, representing
     approximately 55.3% of their portfolio. The nine other properties are all
     located in the borough of Brooklyn in New York City.

   o The Ratner family has been involved in real estate for over 30 years. They
     have been involved in various real estate projects, many of which have
     involved development, lease-up, management and ownership of a variety of
     property types. Based on year end December 31, 2003 financials, the Ratners
     have a combined net worth of several million dollars. Dennis, Arthur and
     Marvin Ratner are repeat sponsors of a Deutsche Bank borrower.

THE PROPERTY:

   o The collateral for the Rentar Plaza Mortgage loan consists of a fee simple
     interest in a 1,567,208 square foot mixed-use retail and
     industrial/warehouse building. The property consists of 59.7%
     industrial/warehouse and 40.3% retail.

   o The property was originally developed in 1973 as a 3-story mixed-use
     project containing industrial and retail space. In 1987 approximately
     265,000 square feet of warehouse space on the lower level, previously
     occupied by Macy's (as warehouse space), was converted to a separate retail
     center known as the Metro Mall.

   o There have been various improvements to the property over the life of the
     building. Since 2001, the borrower has expended approximately $2.8 million
     on improvements at the property consisting primarily of the replacement of
     chillers and repairs to the roof. Additionally, the space leased to the
     various departments of the City of New York were all refurbished following
     the lease renewals in the mid 1990's and early 2000.

   o The property is located on Metropolitan Avenue, a major arterial road in
     Middle Village, Queens, New York. The property is accessible to a densely
     populated urban location: 82,387 people live within one mile of the
     property and 1,033,719 people live within three miles of the property.
     Three NYC bus lines and the NYC subway have stops located adjacent to
     Rentar Plaza. The property is located along Metropolitan Avenue east of
     Fresh Pond Road and west of 69th Street. The property is a shopping center
     coupled with an enclosed shopping mall known as the Metro Mall. Anchor
     tenants include K-Mart, Toys "R" Us and Levitz, while the Metro Mall is
     anchored by BJ's Wholesale Club. The property draws its patronage from
     Middle Village, Ridgewood and Woodhaven. The Long Island Expressway (I-495)
     and the Jackie Robinson Parkway are located approximately one and two
     miles, respectively to the North and South of the project. The property has
     1,850 parking spaces, and 1,080 parking spaces on the roof.

   o Within the property's trade area there are few direct competitors due to
     the mixed use nature of the property, however, outside of the three-mile
     radius, there has recently been an influx of big box retailers. Major big
     box retailers situated within the borough of Queens include Home Depot,
     Staples, Edwards, Old Navy, Kids "R" Us, Sears, Bed Bath & Beyond, and
     Marshall's. These stores may serve as secondary competition to the
     property, since they are situated outside the subject's trade area. The
     retail vacancy rate for this market is less than 5% (property currently has
     no vacancy).

PROPERTY MANAGEMENT:

   o The property is managed by Rentars Development Corp., an affiliate of the
     Borrower.

CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS:

   o None.

FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS:

   o Not Allowed.
--------------------------------------------------------------------------------

                                      E-22


--------------------------------------------------------------------------------
   CONGRESSIONAL VILLAGE & JEFFERSON AT CONGRESSIONAL (LAND) (CROSSED POOL)
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
 LOAN SELLER:                             GACC

 ORIGINAL PRINCIPAL BALANCE:              Total:  $51,000,000
                                          CV(1):  $32,500,000
                                          JC(1):   $18,500,000

 FIRST PAYMENT DATE:                      December 1, 2004

 TERM/AMORTIZATION:                       120/360 months

 INTEREST ONLY PERIOD:                    12 months

 MATURITY DATE:                           November 1, 2014

 EXPECTED MATURITY BALANCE:               Total: $44,639,380
                                          CV:  $28,446,664
                                          JC:  $16,192,716

 BORROWING ENTITY:                        CV Borrower,
                                          LLC/Congressional
                                          Village Associates,
                                          LLC

 INTEREST CALCULATION:                    Actual/360

 CALL PROTECTION:                         Lockout/
                                          defeasance: 116
                                          payments
                                          Open: 4 payments

 UP-FRONT RESERVES(2):

   TAX/INSURANCE RESERVE:                 Yes

   PERFORMANCE RESERVE(3):                $11,700,000

   DEBT SERVICE RESERVE:                  $486,000

   REI/STOREHOUSE RENT RESERVE(4):        $350,000

   TENANT ALLOWANCE RESERVE:               $185,000

   PARKING RESERVE(5):                     $38,000

 ONGOING MONTHLY RESERVES(2):

   REPLACEMENT RESERVE:                   $1,677

   TI/LC RESERVE:                         $5,448

 LOCKBOX:                                 Hard
--------------------------------------------------------------------------------

(1)  Congressional Village ("CV") and Jefferson at Congressional (Land) ("JC")
     are structured as two separate cross-collateralized loans to the same
     borrowers.

(2)  Except where otherwise noted, reserves shown are for Congressional Village.

(3)  In connection with an expansion of the Congressional Village property by
     52,000 square feet (25,944 square feet to be occupied by REI, 11,000 square
     feet to be occupied by Storehouse and the remaining portion to be leased to
     certain smaller tenants), the borrower established this escrow. During the
     first two years of the term of the Congressional Village Mortgage loan,
     provided no event of the default has occurred and the DSCR is at least
     1.25x, (i) $5,000,000 of this reserve may be released to the borrower on a
     quarterly basis provided the property is at least 85% occupied and (ii) the
     remaining balance of this reserve may be released on a quarterly basis to
     the borrower provided the property is at least 90% occupied and all
     construction at the property has been completed. Any amounts not released
     to the borrower during this two year period will remain in a lender
     controlled account as additional collateral for the Congressional Village
     Mortgage loan.

(4)  In connection with free rent periods, the borrower established this escrow.
     Funds in this escrow may be released to the borrower, a portion on the date
     REI commences rent payments (anticipated to be December 17, 2004) and the
     remaining portion on the date Storehouse commences rent payments
     (anticipated to be January 22, 2005).

(5)  Reserve for Jefferson at Congressional (Land) Mortgage loan.

--------------------------------------------------------------------------------
                              FINANCIAL INFORMATION
--------------------------------------------------------------------------------
 CUT-OFF DATE BALANCE:                  Total: $51,000,000
                                        CV:  $32,500,000
                                        JC:  $18,500,000

 CUT-OFF DATE LTV:                      CV(b): 73.9%
                                        JC: 81.5%

 AVERAGE CUT-OFF DATE LTV:              76.5%

 MATURITY DATE LTV:                     CV(b): 64.7%
                                        JC: 71.3%

 AVERAGE MATURITY DATE LTV:             66.9%

 UNDERWRITTEN DSCR(A):                  CV(b): 1.25x
                                        JC: 1.13x

 AVERAGE UNDERWRITTEN DSCR(A):          1.19x

 MORTGAGE RATE:                         6.280%
--------------------------------------------------------------------------------
(a)  DSCR figures based on net cash flow unless otherwise noted.

(b)  DSCR calculations for Congressional Village are depicted, except where
     otherwise noted, net of the $11,700,000 Performance Reserve.

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
 PROPERTY TYPE:                        CV: Retail
                                       JC: Land

 PROPERTY SUB-TYPE:                    CV: Shadow Anchored
                                       JC: Land, Development

 LOCATION:                             Rockville, MD

 YEAR BUILT/RENOVATED:                 CV: 2004*/NAP
                                       JC: NAP

 NET RENTABLE SQUARE FEET:             CV: 100,439
                                       JC: 317,180

 CUT-OFF BALANCE PER SF:               CV: $324
                                       JC: $58
                                       Avg.: $122

 OCCUPANCY AS OF 10/25/04:             CV: 78.7% (leased)

 OCCUPANCY AS OF 9/27/04               JC: 100.0%

 OWNERSHIP INTEREST:                   Fee

 PROPERTY MANAGEMENT:                  Ronald Cohen Management

 U/W NET CASH FLOW:                    CV: $1,923,628
                                       JC: $1,545,332

 APPRAISED VALUE:                      Total: $66,700,000
                                       CV: $44,000,000**
                                       JC: $22,700,000
--------------------------------------------------------------------------------
*    Substantially built in 2004.

**   As stabilized appraised value.

                                      E-23


--------------------------------------------------------------------------------
    CONGRESSIONAL VILLAGE & JEFFERSON AT CONGRESSIONAL (LAND) (CROSSED POOL)
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                 FINANCIAL INFORMATION -- CONGRESSIONAL VILLAGE
--------------------------------------------------------------------------------
                                                                   UNDERWRITTEN
                                                                   ------------
 Effective Gross Income ......................................     $ 2,953,452
 Total Expenses ..............................................     $   924,078
 Net Operating Income (NOI) ..................................     $ 2,029,374
 Cash Flow (CF) ..............................................     $ 1,923,628
 DSCR on NOI(1) ..............................................           1.32x
 DSCR on CF(1) ...............................................           1.25x
--------------------------------------------------------------------------------

(1)  DSCR is calculated net of $11,700,000 Performance Reserve.

--------------------------------------------------------------------------------
           FINANCIAL INFORMATION -- JEFFERSON AT CONGRESSIONAL (LAND)
--------------------------------------------------------------------------------
                                                    TRAILING-12      FULL YEAR
                                    UNDERWRITTEN     (4/30/04)       (12/31/03)
                                    ------------     ---------       ----------
 Effective Gross Income ..........  $ 1,545,332     $ 1,363,100     $ 1,283,733
 Total Expenses ..................      NAP             NAP             NAP
 Net Operating Income (NOI) ......  $ 1,545,332     $ 1,363,100     $ 1,283,733
 Cash Flow (CF) ..................  $ 1,545,332     $ 1,363,100     $ 1,283,733
 DSCR on NOI .....................        1.13x            .99x            .94x
 DSCR on CF ......................        1.13x            .99x            .94x
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
          FINANCIAL INFORMATION -- CONGRESSIONAL VILLAGE & JEFFERSON AT
                       CONGRESSIONAL (LAND) (COMBINED)(1)
--------------------------------------------------------------------------------
                                                                  UNDERWRITTEN
                                                                  ------------
 Effective Gross Income .....................................     $ 4,498,784
 Total Expenses .............................................     $   924,078
 Net Operating Income (NOI) .................................     $ 3,574,706
 Cash Flow (CF) .............................................     $ 3,468,960
 DSCR on NOI(1) .............................................           1.23x
 DSCR on CF(1) ..............................................           1.19x
--------------------------------------------------------------------------------
(1)  DSCR for Congressional Village is calculated net of the $11,700,000
     Performance Reserve

--------------------------------------------------------------------------------
                   TENANT INFORMATION -- CONGRESSIONAL VILLAGE
--------------------------------------------------------------------------------



----------------------------------------------------------------------------------------------------------------------
                                 RATINGS       TOTAL       % OF                 POTENTIAL    % POTENTIAL      LEASE
TOP TENANTS                    S&P/MOODY'S   TENANT SF   TOTAL SF   RENT PSF       RENT          RENT       EXPIRATION
-----------                    -----------   ---------   --------   --------       ----          ----       ----------

 REI .......................    Not Rated      25,944      25.8%     $ 30.00    $  778,320       21.0%      11/30/2019
 Storehouse ................    Not Rated      11,000      11.0      $ 43.00       473,004       12.8       11/30/2009
 Verizon Wireless ..........  A+/Not Rated      6,668       6.6      $ 42.55       283,728        7.7        2/29/2008
 Post Office ...............    Not Rated       5,878       5.9      $ 19.00       111,672        3.0        4/30/2007
 Beautiful Day Spa .........    Not Rated       4,562       4.5      $ 37.00       168,072        4.5       10/31/2009
 Greek Taverna .............    Not Rated       4,127       4.1      $ 40.00       165,084        4.5        4/11/2014
 Rockaway Bedding ..........    Not Rated       4,000       4.0      $ 46.00       183,960        5.0       12/31/2014
                                               ------      ----                 ----------       ----
 TOTAL .....................                   62,179      61.9%                $2,163,840       58.4%
----------------------------------------------------------------------------------------------------------------------


                                      E-24


--------------------------------------------------------------------------------
    CONGRESSIONAL VILLAGE & JEFFERSON AT CONGRESSIONAL (LAND) (CROSSED POOL)
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
             TENANT INFORMATION -- JEFFERSON AT CONGRESSIONAL (LAND)
--------------------------------------------------------------------------------



                               RATINGS       TOTAL       % OF                 POTENTIAL    % POTENTIAL     LEASE
TENANT                       S&P/MOODY'S   TENANT SF   TOTAL SF   RENT PSF       RENT          RENT      EXPIRATION
------                       -----------   ---------   --------   --------       ----          ----      ----------

 Jefferson at Congressional
  Village LLC(1) ..........   Not Rated     317,180     100.0%     $ 4.30     $1,363,100      100.0%     11/30/2009
--------------------------------------------------------------------------------------------------------------------

(1)  There are seven 10-year automatic renewal options and one 3-year automatic
     renewal option, thereby having an effective lease term through 2082.

--------------------------------------------------------------------------------
                LEASE ROLLOVER SCHEDULE -- CONGRESSIONAL VILLAGE
--------------------------------------------------------------------------------



                        # OF LEASES     EXPIRING       % OF       CUMULATIVE       CUMULATIVE      BASE RENT
YEAR OF EXPIRATION        EXPIRING         SF        TOTAL SF      TOTAL SF      % OF TOTAL SF     EXPIRING
------------------        --------         --        --------      --------      -------------     --------

 2005 ..............          1           3,000          3.0%         3,000            3.0%        $114,000
 2007 ..............          2           8,847          8.8%        11,847           11.8%        $165,120
 2008 ..............          3          13,046         13.0%        24,893           24.8%        $561,648
 2009 ..............          3          18,612         18.5%        43,505           43.3%        $793,572
 2013 ..............          1           1,500          1.5%        45,005           44.8%        $ 48,360
 2014 ..............          2           8,127          8.1%        53,132           52.9%        $349,044
 2019 ..............          1          25,944         25.8%        79,076           78.7%        $778,320
 Vacant ............                     21,363         21.3%       100,439          100.0%        $892,243
                             --          ------        -----
 TOTAL .............         13         100,439        100.0%
------------------------------------------------------------------------------------------------------------


                                      E-25


--------------------------------------------------------------------------------
    CONGRESSIONAL VILLAGE & JEFFERSON AT CONGRESSIONAL (LAND) (CROSSED POOL)
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
             SUMMARY OF SIGNIFICANT TENANTS -- CONGRESSIONAL VILLAGE
--------------------------------------------------------------------------------
The property is 78.7% leased by a total of 13 retail tenants at an average lease
rate of $35.54 per square foot triple net lease. The two largest tenants,
representing 36.8% of total net rentable area, are:

   o Recreational Equipment, Inc. ("REI") (Not Rated), founded in 1938, is a
     supplier of specialty outdoor gear and clothing that occupies 25,944 square
     feet (25.8%) under a 15-year lease that expires in November 2019, and
     provides for three 5-year renewal options. REI operates 66 retail stores in
     the U.S. and conducts direct sales via the internet (REI.com and
     REI-OUTLET.com), telephone and mail. REI is structured as a consumer
     cooperative and is the nation's largest consumer cooperative with more than
     2 million members. While non-members are welcome to shop at REI, only
     members enjoy special benefits, including an annual member refund on
     eligible purchases. REI's disbursed refunds to its active members in 2003
     totaling $41 million, and provided nearly $2 million in donations in
     support of the outdoors and outdoor recreation. As of December 31, 2003,
     REI had total assets of $501.2 million and member's equity of $248.7
     million including cash and investments of $122.8 million. For the 12 months
     ended December 31, 2003, REI had sales of $805.3 million.

   o Storehouse (Not Rated), a furniture retailer, leases 11,000 square feet
     (11.0%) under a five-year lease which expires in November 2009 and provides
     for three 5-year renewal options. Storehouse is a division of The Rowe
     Companies (AMEX: "ROW"). Through its subsidiary Rowe Furniture, The Rowe
     Companies make upholstered and leather sofas, love seats and chairs in
     traditional, contemporary and country styles. Rowe Furniture supplies
     furniture to more than 1,200 retailers and runs a 60-store retail furniture
     chain which does business under the Storehouse name. Most of the Storehouse
     retailers are located in the mid-Atlantic and southern states, and sell
     Rowe products, as well as case goods, lamps, framed art, antiques and more.
     As of November 30, 2003, The Rowe Companies had total assets of $130.0
     million (including liquidity of $3.71 million), and stockholders' equity of
     $51.9 million. For the year then ending November 30, 2003. The Rowe
     Companies had sales of $279.4 million.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
      SUMMARY OF SIGNIFICANT TENANTS -- JEFFERSON AT CONGRESSIONAL (LAND)
--------------------------------------------------------------------------------
The borrower leases 100% of the property to Jefferson at Congressional LLC, an
entity controlled by JPI, at an annual lease rate of $1,363,100 ($4.30 per
square foot). Jefferson at Congressional LLC, an entity controlled by JPI,
represents 100% of total net rentable area.

   o JPI is a fully-integrated real estate firm that specializes in the
     acquisition, development, construction and management of residential
     communities. JPI ground leases the subject property under a 7 year lease
     expiring November 30, 2009. The lease has ten 7-year extension options plus
     one final 3-year option. The lease expiration date inclusive of all renewal
     options is November 30, 2082. The options are automatic unless the lessee,
     which is constructing a 403 unit Class A apartment complex on the property,
     chooses to terminate the lease. Current ground lease rent is $1,363,100
     annually (payable monthly). Effective June 1, 2006, the ground rent will
     begin increasing by 3% per annum.

   o JPI is headquartered in Irving, Texas. JPI's focus is building and
     acquiring apartment communities and student housing communities. Most of
     JPI's activity is conducted through an investment venture with General
     Electric Capital Services which has committed over $650 million in equity
     to JPI. JPI operates in markets throughout the United States, including
     California, the Midwest and the Pacific Northwest. JPI is a developer of
     residential real estate and one of the largest privately-owned multi-family
     real estate companies in the country.

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

                                      E-26


--------------------------------------------------------------------------------
    CONGRESSIONAL VILLAGE & JEFFERSON AT CONGRESSIONAL (LAND) (CROSSED POOL)
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                             ADDITIONAL INFORMATION
--------------------------------------------------------------------------------
THE CONGRESSIONAL VILLAGE LOAN:

   o The Congressional Village Mortgage Loan is secured by a first mortgage on a
     100,439 square foot retail center located in Rockville, Maryland. The
     Congressional Village Mortgage loan is cross-collateralized and
     cross-defaulted with the $18.5 million loan on the fee interest in the land
     underneath Jefferson at Congressional Village Apartments, which is located
     adjacent to the Congressional Village property.

THE JEFFERSON AT CONGRESSIONAL (LAND) LOAN:

   o The Jefferson at Congressional (Land) Mortgage Loan is secured by a first
     mortgage on a 317,180 square foot (7.28 acres) parcel of land located in
     Rockville, Maryland. The loan is cross-collateralized and cross-defaulted
     with the $32,500,000 loan on the fee interest in the Congressional Village
     Shopping Center, which is located adjacent to the Jefferson at
     Congressional property.

THE BORROWERS:

   o The borrowers, CV Borrower, LLC and Congressional Village Associates, LLC,
     are each single-purpose, bankruptcy-remote entities. Congressional Village
     Associates, LLC previously owned a hotel property (not part of the loan
     collateral) located adjacent to the Congressional Village and Jefferson at
     Congressional properties, but sold this parcel prior to entering into the
     subject loans. The loan sponsors are Bresler & Reiner, Inc. and Ronald
     Cohen of The Cohen Companies.

   o Bresler & Reiner, Inc. is a real estate development and management firm
     based in Washington, D.C. The company operates in two main areas:
     residential land development and construction, and rental property
     ownership and management. Rental properties include Class A and B office
     properties, retail properties, apartment properties and mixed-use
     developments. Bresler & Reiner, Inc.'s real estate assets include more than
     1.4 million square feet of office, industrial and retail space located in
     the Washington, D.C. area and in Philadelphia. Bresler & Reiner, Inc. a
     repeat sponsor of a Deutsche Bank borrower, has been in operation for over
     20 years, has approximately 65 employees, and operates primarily in the
     Washington, D.C./Baltimore area. As of December 31, 2003, Bresler & Reiner,
     Inc. had shareholders' equity of $128.09 million including liquidity of
     $79.06 million.

   o Ronald Cohen, a sponsor and the principal for this transaction, is an owner
     and operator of commercial real estate, primarily through his family-owned
     business. The Cohen Companies. Founded in 1973, The Cohen Companies
     specializes in the acquisition and management of urban and suburban office
     buildings, hotels, retail centers and residential properties in the
     Washington, D.C. metropolitan statistical area. The Cohen Companies
     currently controls over 3.5 million square feet of office, retail, hotel
     and multi-family space. The Congressional Village Mortgage Loan is 100%
     recourse to Ronald Cohen until (i) 90% of the leasable space is leased to
     bona fide third party tenants that are in occupancy and paying rent and
     (ii) the DSCR is at least 1.25x.

   o As of December 31, 2003, Ronald Cohen had a net worth of $105.55 million
     including liquidity of $6.35 million. Combined, the loan sponsors have a
     net worth of approximately $233.6 million including liquidity of
     approximately $85.4 million.

THE CONGRESSIONAL VILLAGE PROPERTY:

   o The collateral for the Congressional Village Mortgage Loan consists of the
     fee simple interest in a 100,439 square foot retail center. The property is
     located in Rockville, Maryland, approximately seven miles north of
     Washington, D.C. The site is 5.86 acres and contains three retail
     buildings.

   o The original section of the main building was constructed in 1984 and
     expanded in 2003. The second retail building, a multi-tenant, single-story
     structure was also constructed in 1984 and expanded in 2003. The third
     building is an approximately 5,800 square feet freestanding building which
     has been operated as a post office since the mid 1960's.

   o There are 266 surface parking spaces on-site. In addition, 279 spaces in an
     adjacent parking garage (currently under construction and not collateral
     for this loan) have been allocated to the owner pursuant to a parking space
     easement agreement with the tenant of the Jefferson at Congressional
     property. Upon completion of the garage, there will be 390 spaces
     available, a ratio of 3.9 spaces per 1,000 square feet of net rentable
     area.

   o At present, the two main retail buildings are being expanded by a total of
     approximately 52,000 square feet of which 25,944 square feet will be
     occupied by REI, 11,000 square feet will be occupied by Storehouse
     (furniture). The remaining square feet will be leased to smaller shop
     tenants.

THE JEFFERSON AT CONGRESSIONAL (LAND) PROPERTY:

   o The collateral for the Mortgage Loan consists of the fee interest of in a
     317,180 square foot (7.28 acre) parcel of land located in Rockville,
     Maryland, approximately seven miles north of Washington, D.C.
--------------------------------------------------------------------------------

                                      E-27


--------------------------------------------------------------------------------
    CONGRESSIONAL VILLAGE & JEFFERSON AT CONGRESSIONAL (LAND) (CROSSED POOL)
--------------------------------------------------------------------------------

   o JPI is building a Class "A" 403-unit apartment complex known as Jefferson
     at Congressional Apartments on the Jefferson at Congressional (Land). The
     complex is approximately 75% developed and is expected to be completed in
     late 2004 or early 2005. Upon completion, the complex will have fourteen
     4-story residential buildings, a 10,995 square foot clubhouse building and
     two parking structures. Gross building area will be 405,000 square feet;
     net rentable area will be 385,000 square feet (average apartment size of
     955 square feet).

   o The property is located on the south side of Halpine Road just west of
     Rockville Pike, providing access to the City of Frederick to the north and
     the District of Columbia to the south. The property is visible from
     Rockville Pike. Access to the site is provided from Halpine Road and
     Jefferson Street. Adjacent properties include Congressional Village
     Shopping Center, a property also owned by the borrower, a Ramada Inn,
     residential garden apartments, Congressional Plaza Shopping Center, and
     high-rise apartments and general commercial properties.

PROPERTY MANAGEMENT:

   o Ronald Cohen Management, a division of The Cohen Companies and an affiliate
     of the borrower, manages the property. The Cohen Companies, founded in
     1973, specializes in the acquisition and management of urban and suburban
     office buildings, hotels, retail centers and residential properties in the
     Washington, DC metropolitan statistical area. The Cohen Companies currently
     own or operate over 3.5 million square feet of office, retail, hotel and
     multi-family space.

RELEASE:

   o In connection with a defeasance of either of the Congressional Village
     property, or the Jefferson at Congressional property, the related loan
     documents permit the borrowers to obtain a release of the other property
     upon the delivery of defeasance collateral equal to 115% of the principal
     balance of the note related to defeased property (and subject to the
     sactisfaction of certain other conditions). In connection with such
     defeasance, the defeasance collateral will be transferred to a
     single-purpose bankruptcy-remote entity and the defeased loan will no
     longer be crossed with the other loan.

CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS:

   o None.

FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS:

   o Not Allowed.
--------------------------------------------------------------------------------

                                      E-28


--------------------------------------------------------------------------------
                                  ICG PORTFOLIO
--------------------------------------------------------------------------------

ICG PORTFOLIO

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
 LOAN SELLER:                       GECC

 ORIGINAL PRINCIPAL BALANCE(1):     $50,500,000

 FIRST PAYMENT DATE:                December 1, 2004

 TERM/AMORTIZATION:                 84/360 months

 INTEREST ONLY PERIOD:              36 months

 MATURITY DATE:                     November 1, 2011

 EXPECTED MATURITY BALANCE:         $47,633,026

 BORROWING ENTITY:                  1600 Capital Associates
                                    LLC and 2115 Capital
                                    Associates LLC

 INTEREST CALCULATION:              Actual/360

 CALL PROTECTION:                   Lockout/defeasance: 81
                                    payments
                                    Open: 3 payments

 UP-FRONT RESERVES:

   TAX/INSURANCE RESERVE:           Yes

   IMMEDIATE REPAIR RESERVE:        $201,850

   TENANT ESCROW(2):                $1,074,059

 ONGOING MONTHLY RESERVES:

   TAX/INSURANCE RESERVE:           Yes

   REPLACEMENT RESERVE:             $4,310

   TI/LC RESERVE(3):                $37,200

 LOCKBOX:                           Hard
--------------------------------------------------------------------------------
(1)  At closing the borrower incurred additional financing of $3 million (4.4%
     of appraised value) in the form of a subordinated B-note, which is not
     included in the calculations herein.

(2)  $586,030 allocated to four tenants' tenant improvement costs. $177,345
     allocated to three new executed leases to be disbursed when each tenant
     provides acceptable tenant estoppels, are open for business, and have
     commenced paying rent. $150,000 allocated to the tenants expiring in 2008
     in the 2115 Wisconsin Avenue, NW property for TI/LC. $87,912 allocated to
     11 tenants to be disbursed when each tenant commences paying increased
     rent. $72,772 allocated to three tenants to be disbursed upon Lender's
     receipt of a fully executed renewal lease at a rental rate at or above the
     existing rate for a minimum of five years.

(3)  Capped at $2,500,000 and if used must be funded back up to $2,500,000. Once
     the tenants expiring in 2008 in the 2115 Wisconsin Avenue, NW property have
     either renewed or the space has been re-leased at terms acceptable to the
     mortgagee, the cap on the rollover reserve will be reduced to $500,000. At
     the time of the cap reduction any amounts in excess of $500,000 in the
     TI/LC Reserve are required to remain in the reserve.

--------------------------------------------------------------------------------
                              FINANCIAL INFORMATION
--------------------------------------------------------------------------------
 CUT-OFF DATE BALANCE(1)           $50,500,000

 CUT-OFF DATE LTV:                 74.5%

 MATURITY DATE LTV:                70.3%

 UNDERWRITTEN DSCR:                1.26x

 MORTGAGE RATE:                    5.23%
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
 PROPERTY TYPE:                    Office

 PROPERTY SUB-TYPE:                Mixed

 LOCATION:                         Washington, DC

 YEAR BUILT/RENOVATED:
   1600 K STREET, NW               1950/1999
   2115 WISCONSIN AVENUE,          1988/NA
      NW

 NET RENTABLE SQUARE FEET:         259,184

 CUT-OFF BALANCE PER SF:           $195

 OCCUPANCY AS OF 6/30/04:          94.1%
   1600 K STREET, NW               80.4%
   2115 WISCONSIN AVENUE,          100.0%
      NW

 OWNERSHIP INTEREST:               Fee

 PROPERTY MANAGEMENT:              Stoladi Property Group

 U/W NET CASH FLOW:                $4,207,288

 APPRAISED VALUE:                  $67,750,000
--------------------------------------------------------------------------------

                                      E-29


--------------------------------------------------------------------------------
                                  ICG PORTFOLIO
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              FINANCIAL INFORMATION
--------------------------------------------------------------------------------



----------------------------------------------------------------------------------------
                                                            ANNUALIZED
                                                           MOST RECENT        FULL YEAR
                                         UNDERWRITTEN       (6/30/04)         (12/31/03)
                                         ------------       ---------         ----------

 Effective Gross Income .............    $ 7,533,426       $ 6,968,731       $ 7,175,819
 Total Expenses .....................    $ 2,867,356       $ 2,552,841       $ 2,553,468
 Net Operating Income (NOI) .........    $ 4,666,070       $ 4,415,890       $ 4,622,351
 Cash Flow (CF) .....................    $ 4,207,288       $ 4,365,115       $ 4,520,875
 DSCR on NOI ........................          1.40x             1.32x             1.38x
 DSCR on CF .........................          1.26x             1.31x             1.35x
----------------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                 TENANT INFORMATION -- 2115 WISCONSIN AVENUE, NW
--------------------------------------------------------------------------------



---------------------------------------------------------------------------------------------------------------------------------
                                    RATINGS      TENANT                            POTENTIAL       % POTENTIAL         LEASE
 TOP TENANTS                      S&P/MOODY'S   TOTAL SF   % TOTAL SF   RENT SF       RENT             RENT          EXPIRATION
 -----------                      -----------   --------   ----------   -------       ----             ----          ----------

 Medstar(1) ....................   BBB/Baa2      66,873        37.0%    $ 24.79   $ 1,657,979          37.1%        10/31/2008(2)
 Fannie Mae ....................   AAA/Aaa       62,485        34.6     $ 24.95     1,559,147          34.8          4/30/2008(3)
 Georgetown University .........   BBB+/A3       50,334        27.8     $ 24.98     1,257,343          28.1         10/31/2008(4)
                                                 ------        ----                -------------      -----
 TOTAL .........................                179,692        99.4%               $4,474,469(5)      100.0%
---------------------------------------------------------------------------------------------------------------------------------


(1)  Rating of parent company.

(2)  The Medstar lease has two, 5-year renewal options.

(3)  The Fannie Mae lease has two, 2-year renewal options.

(4)  The Georgetown University lease has two, 5-year renewal options.

(5)  In addition there is $439,051 of net parking income.


--------------------------------------------------------------------------------
                    TENANT INFORMATION -- 1600 K STREET, NW
--------------------------------------------------------------------------------



--------------------------------------------------------------------------------------------------------------------------
                                   RATINGS      TENANT                              POTENTIAL    % POTENTIAL     LEASE
 TOP TENANTS                     S&P/MOODY'S   TOTAL SF   % TOTAL SF    RENT SF        RENT          RENT      EXPIRATION
 -----------                     -----------   --------   ----------    -------        ----          ----      ----------

 Olives DC, LLC(1) ............   Not Rated     11,557        14.8%     $ 43.00    $  496,902        18.6%     11/30/2013
 Radio Television News ........   Not Rated      8,670        11.1      $ 34.46       298,768        11.2      10/31/2011
 Control Risks Group, LLC .....   Not Rated      6,509         8.3      $ 32.80       213,495         8.0       1/31/2013
                                                ------        ----                 ----------        ----
 TOTAL ........................                 26,736        34.1%                $1,009,165        37.7%
--------------------------------------------------------------------------------------------------------------------------


(1)  Ground floor retail.

                                      E-30


--------------------------------------------------------------------------------
                                  ICG PORTFOLIO
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
               LEASE ROLLOVER SHEET -- 2115 WISCONSIN AVENUE, NW
--------------------------------------------------------------------------------



                         NUMBER OF                                 CUMULATIVE   CUMULATIVE %    BASE RENT
YEAR OF EXPIRATION    LEASES EXPIRING   EXPIRING SF   % TOTAL SF    TOTAL SF      TOTAL SF       EXPIRING
------------------    ---------------   -----------   ----------    --------      --------       --------

 2008 ..............         3            179,692         99.4%     179,692        99.4%        $4,474,469
 TOTAL(1) ..........         3            179,692         99.4%
------------------------------------------------------------------------------------------------------------

(1)  Does not include 1,155 SF (0.64% of total SF) allocated to the Fitness
     Center which does not pay rent.

--------------------------------------------------------------------------------
                 LEASE ROLLOVER SCHEDULE -- 1600 K STREET, NW(1)
--------------------------------------------------------------------------------



                        NUMBER OF
                         LEASES                                     CUMULATIVE     CUMULATIVE %     BASE RENT
YEAR OF EXPIRATION      EXPIRING     EXPIRING SF     % TOTAL SF      TOTAL SF        TOTAL SF       EXPIRING
--------------------------------------------------------------------------------------------------------------

 2004 ..............        1              183            0.2%           183           0.2%         $  2,196
 2005 ..............        1            1,058            1.4          1,241           1.6%         $ 15,479
 2006 ..............        3            5,058            6.5          6,299           8.0%         $183,632
 2007 ..............        2            3,464            4.4          9,763          12.5%         $ 72,337
 2008 ..............        1            3,997            5.1         13,760          17.6%         $153,285
 2009 ..............        1            4,690            6.0         18,450          23.6%         $157,865
 2010 ..............        3            6,238            8.0         24,688          31.5%         $186,283
 2011 ..............        1            8,670           11.1         33,358          42.6%         $298,768
 2012 ..............        2            2,331            3.0         35,689          45.6%         $ 69,705
 2013 ..............        3           18,066           23.1         53,755          68.6%         $710,397
 2014 ..............        3           10,750           13.7         64,505          82.3%         $408,450
 Vacant ............                    13,832           17.7         78,337         100.0%
                           --           ------          -----
 TOTAL .............       21           78,337          100.0%
--------------------------------------------------------------------------------------------------------------

(1)  Information from Underwritten Rent Roll.

                                      E-31


--------------------------------------------------------------------------------
                                  ICG PORTFOLIO
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                         SUMMARY OF SIGNIFICANT TENANTS
--------------------------------------------------------------------------------

2115 WISCONSIN AVENUE, NW

   o MedStar (Parent company Rated "BBB" by S&P and "Baa2" by Moody's) occupies
     a total of 66,873 square feet (37.0% of net rentable area of the property
     and 25.8% of net rentable area of the properties in the aggregate). It
     contributes $1,657,979 to the base rental income (37.1% of the property and
     23.2% of the properties in the aggregate). MedStar Health is a
     not-for-profit, community-based healthcare organization that owns and
     operates seven major hospitals and other healthcare services in the
     Baltimore/Washington area. MedStar Health is the third-largest employer in
     the region with more than 22,000 employees and 4,000 affiliated physicians.
     Its hospitals and healthcare organizations serve more than half-a-million
     patients each year.

   o Fannie Mae (Rated "AAA" by S&P and "Aaa" by Moody's) occupies a total of
     62,485 square feet (34.6% of net rentable area of the property and 24.1% of
     net rentable area of the properties in the aggregate). It contributes
     $1,559,147 to the base rental income (34.9% of the property and 21.8% of
     the properties in the aggregate). Fannie Mae, is a source of financing for
     home mortgages in the United States. Fannie Mae was chartered by the United
     States Congress to provide liquidity in the secondary mortgage market to
     increase the availability and affordability of homeownership for low-,
     moderate- and middle-income Americans. Fannie Mae's headquarters is located
     less than two miles from the property and shuttle service is available
     between the two locations.

   o Georgetown University (Rated "BBB+" by S&P and "A3" by Moody's) occupies
     50,334 square feet (27.8% of the property and 19.4% of net rentable area of
     the properties in the aggregate). It contributes $1,257,343 to the base
     rental income (28.1% of the property and 17.6% of the properties in the
     aggregate). Founded in 1789, Georgetown is the nation's oldest Catholic
     university. Georgetown has four undergraduate schools, graduate programs, a
     law school and a medical school. There are over 13,000 students enrolled at
     Georgetown. Georgetown University uses this location for administration
     purposes. The Georgetown Alumni Association and the Office of Planned
     Giving, among other departments, are located at this property.

1600 K STREET, NW

   o Olive's DC, LLC (Not Rated) occupies a total of 11,557 square feet (14.8%
     of net rentable area of the property and 4.5% of net rentable area of the
     properties in the aggregate). It contributes $496,902 to the base rental
     income (18.6% of the property and 7.0% of the properties in the aggregate).
     Olive's is a Todd English sponsored restaurant which has four other
     locations throughout the US. In addition to Olive's, other Todd English
     sponsored restaurants include Tuscany, Bonfire, and Figs located in New
     York, Florida, Massachusetts and Connecticut. His restaurants are located
     throughout the world including the Cunard Line's ship, the Queen Mary 2.

   o Radio Television News (Not Rated) occupies a total of 8,670 square feet
     (11.1% of net rentable area of the property and 3.4% of net rentable area
     of the properties in the aggregate). It contributes $298,768 to the base
     rental income (11.2% of the property and 4.2% of the properties in the
     aggregate). The Radio and Television News Directors Association is the
     world's largest professional organization devoted exclusively to electronic
     journalism. The Radio and Television News Directors Association represents
     local and network news executives in broadcasting, cable and other
     electronic media in more than 30 countries.

   o Control Risks Group, LLC (Not Rated) occupies a total of 6,509 square feet
     (8.3% of net rentable area of the property and 2.5% of net rentable area of
     the properties in the aggregate). It contributes $213,495 to the base
     rental income (8.0% of the property and 3.0% of the properties in the
     aggregate). Founded in 1975, Control Risks Group is a leading, specialist,
     international business risk consultancy employing 375 people in 17 offices
     worldwide.
--------------------------------------------------------------------------------

                                      E-32


--------------------------------------------------------------------------------
                                  ICG PORTFOLIO
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                             ADDITIONAL INFORMATION
--------------------------------------------------------------------------------
THE LOAN

   o The ICG Office Portfolio Loan is secured by a first mortgage on two office
     properties: 1600 K Street, NW, an 8-story office building containing 78,337
     net rentable square feet located in the Washington, DC central business
     district and 2115 Wisconsin Avenue, NW, a 6-story office building
     containing 180,847 net rentable square feet located in Georgetown.

   o General Electric Capital Corporation provided the borrowers of the ICG
     Portfolio Loan an A Note in the amount of $50,500,000 and a B Note in the
     amount of $3,000,000 and assigned its interest in the B Note to
     CBA-Mezzanine Capital Finance, LLC. The A Loan and the B Loan are subject
     to an Intercreditor Agreement pursuant to which the B Loan is required to
     be at all times be junior, subject and subordinate to the A Loan.

THE BORROWER

   o The borrowers are 1600 Capital Associates LLC and 2115 Capital Associates
     LLC, and are both single-purpose, bankruptcy remote entities, whose
     managing members each have independent directors. The non-managing member
     for the borrowers is Potomac Realty Holdings LLC with 99.5% interest in
     each borrower. Potomac Realty Holdings LLC is 100% owned by 1600/2115
     Partners LLC.

   o The sponsors of the borrower include Darik Elwan, Ibraham Elwan and Rahdy
     Elwan who control Infrastructure Capital Group (ICG). ICG is a worldwide
     development company with offices located in Washington, DC and Dubai, UAE.
     The firm is engaged in the development of public infrastructure projects,
     primarily for third world countries and municipalities, as well as the
     development and acquisition of commercial real estate. The commercial real
     estate group, headquartered in Washington, DC, concentrates on development
     and acquisition opportunities throughout the Mid-Atlantic and Southeastern
     United States. In addition to owning the 1600 K. Street and 2115 Wisconsin
     Avenue properties, ICG owns 901 F Street, its Washington, DC headquarters
     and Courthouse Towers in Miami, Florida.

THE PROPERTY

   o The collateral for the ICG Portfolio Loan consists of the fee simple
     interests in 1600 K Street, NW and 2115 Wisconsin Avenue, NW, Washington,
     DC. The properties have a combined 259,184 net rentable square feet, a
     weighted average occupancy of 94.1%, and 20 tenants; 69.3% of the net
     rentable square footage is leased to investment grade tenants.

   o 1600 K Street, NW is located at the southwest corner of 16th and K Street
     in Washington, DC and is located approximately two blocks north of the
     White House/Treasury Complex, in the heart of the central business district
     of Washington, DC. The appraiser reported that the immediate surroundings
     are comparable office and commercial properties, largely constructed in the
     same timeframe as 1600 K Street, NW. Notable properties within close
     proximity to 1600 K Street, NW are St. John's Church, the Hay Adams Hotel
     and several other hotels, the US Court of Appeals, the Army/Navy Club, the
     Blair and Decatur Houses, the Asian Development Bank and the Executive
     Office Buildings.

   o 1600 K Street, NW is an eight-story office building containing 78,337 net
     rentable square feet. The appraiser reported that the property was
     constructed in the 1950's and renovated in 1999. The property does not have
     a parking garage but is situated within two blocks of the McPherson Square
     and Farragut North Metro Rail Stations and the property is close to public
     parking. 1600 K Street is 80.4% leased to 17 tenants as of the June 2004
     rent roll.

   o 2115 Wisconsin Avenue, NW is located on the east side of Wisconsin Avenue,
     situated between Whitehaven Street to the south and W Street to the north.
     It is part of the larger Georgetown Center complex, which includes an
     adjacent office building and the Observatory Residential Condominiums. It
     is located adjacent to the U.S. Naval Observatory, the Vice President's
     permanent home. Shopping and entertainment areas are located a few blocks
     south of the property in the Georgetown district. Both Georgetown
     University and Georgetown Hospital are a few blocks to the southwest.

   o 2115 Wisconsin Avenue, NW is a six-story office building containing 180,847
     net rentable square feet and a related parking garage. It shares a brick
     common courtyard with the Observatory Condominiums and Georgetown Center I.
     Parking is provided in the four-level underground parking garage located
     under 2115 Wisconsin Avenue, NW and the Observatory Condominiums. 346
     parking spaces are allocated to 2115 Wisconsin Avenue, NW with the
     remaining spaces allocated to other properties. 2115 Wisconsin Avenue, NW
     is 100% leased to three investment grade tenants as of the June 2004 rent
     roll.
--------------------------------------------------------------------------------

                                      E-33


--------------------------------------------------------------------------------
                                  ICG PORTFOLIO
--------------------------------------------------------------------------------

PROPERTY MANAGEMENT

   o Stoladi Property Group manages the collateral of the ICG Portfolio Loan and
     is not affiliated with the borrower. The Stoladi Property Group was founded
     in Washington, DC in 1993, by Jim R. Stokes and Melise Fouladi. It
     currently manages a portfolio of approximately 2 million square feet in the
     Washington, DC area.

CURRENT MEZZANINE OR SUBORDINATED INDEBTEDNESS

   o The borrower has incurred additional financing of $3,000,000 via a
     subordinate B-Note assigned to CBA-Mezzanine Capital Finance, LLC that is
     held outside the trust.

FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS

   o Not allowed.

PARTIAL RELEASE

   o The loan documents permit partial release of collateral following the
     Defeasance Lockout period. The required partial defeasance amounts are as
     follows: 125% of the allocated loan amount for the 1600 K Street, NW
     property and 110% of the allocated loan amount for the 2115 Wisconsin
     Avenue, NW property. A partial release is permitted as long as certain
     conditions are satisfied including, (1) the debt service coverage ratio for
     the remaining property is equal to or greater than the greater of (a) the
     debt service coverage ratio for the previous 12-month period and (b) the
     debt service coverage ratio that existed at the time the loan was funded;
     and (2) the 1600 K Street, NW property cannot be released until the tenants
     expiring in 2008 in the 2115 Wisconsin Avenue, NW have been renewed on
     terms reasonably acceptable to mortgagee or at least 90% of such space has
     been re-leased with tenants and on terms reasonably acceptable to
     mortgagee.
--------------------------------------------------------------------------------

                                      E-34


--------------------------------------------------------------------------------
            o SUN COMMUNITIES PORTFOLIO 4 & SOUTHFORK (CROSSED POOL)
           o SUN COMMUNITIES PORTFOLIO 13 & BONITA LAKE (CROSSED POOL)
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                             ADDITIONAL INFORMATION
--------------------------------------------------------------------------------
THE LOANS:

   o The "Sun Communities Portfolio Loans" consist of the following Mortgage
     Loans which are secured by manufactured housing community or recreational
     vehicle properties (each a "Sun Communities Portfolio Property") owned by
     affiliates of Sun Communities Operating Limited Partnership ("SCOLP"): "Sun
     Communities Portfolio 4", "Sun Communities -- Southfork", "Sun Communities
     -- Bonita Lake" and "Sun Communities Portfolio 13". The Sun Communities
     Portfolio 4 Loan is secured by a first mortgage on three manufactured
     housing community properties located in Elkhart, Indiana, Warren, Michigan
     and Auburndale, Florida consisting of 757 pads and by a 412-space
     recreational vehicle property located in Naples, Florida and has a cut-off
     date balance of $27,620,542. The Sun Communities -- Southfork Loan is
     secured by a first mortgage on a 477-pad manufactured housing community
     property located in Belton, Missouri and has a cut-off date balance of
     $13,360,000. The Sun Communities -- Bonita Lake Loan is secured by a first
     mortgage on a 167-space recreational vehicle property located in Bonita
     Springs, Florida and has a cut-off date balance of $1,520,000. The Sun
     Communities Portfolio 13 Loan is secured by a first mortgage on a 309-pad
     manufactured housing community property located in Sauk Village, Illinois
     and by an 837-space recreational vehicle property located in Fort Myers,
     Florida and has a cut-off date balance of $36,487,198.

   o Sun Communities Portfolio 4 and Sun Communities -- Southfork are
     cross-collateralized and cross-defaulted. Sun Communities -- Bonita Lake
     and Sun Communities Portfolio 13 are cross-collateralized and
     cross-defaulted.

THE BORROWERS:

   o Each of the loans in the Sun Communities Portfolio feature separate
     borrowers (collectively, the "Sun Communities Portfolio Borrowers"). Each
     Sun Communities Portfolio Borrower is a Michigan limited liability company
     that is a single-purpose, bankruptcy-remote entity and features two
     independent directors. In addition, each Sun Communities Portfolio
     Borrower's legal counsel delivered a non-consolidation opinion at the
     closing of the related Sun Communities Portfolio Loan.

   o Sun Communities, Inc., a Maryland corporation ("Sun"), is a fully
     integrated, self-administered and self-managed REIT, which owns, operates
     and develops manufactured housing communities concentrated in the
     Midwestern and Southeastern United States. Sun, together with affiliates
     and predecessors, has been in the business since 1975. Structured as an
     umbrella partnership REIT, or UPREIT, Sun is the sole general partner and
     holder of approximately 75% of the partnership interests in SCOLP, the
     related borrower principal and the entity through which Sun conducts
     substantially all of their operations, and which owns, either directly or
     indirectly through subsidiaries, all of the assets.

   o As of December 31, 2003, the REIT owned and operated a portfolio of 127
     properties located in 17 states, consisting of 115 manufactured housing
     communities, five recreational vehicle communities and seven properties
     containing both manufactured housing and recreational vehicle sites. As of
     December 31, 2003, the Sun Communities Portfolio Properties contained an
     aggregate of 43,875 developed sites comprised of 38,797 developed
     manufactured housing sites and 5,078 recreational vehicle sites, plus an
     additional 6,756 manufactured housing sites suitable for development.

THE PROPERTIES:

   o The collateral for each Sun Communities Portfolio Loan generally consists
     of the fee simple interest in the related Sun Communities Portfolio
     Property. Each Sun Communities Portfolio Property features certain
     amenities, which generally include clubhouses, swimming pools, basketball
     courts, volleyball courts, children's playgrounds and shuffleboard courts.
     Each Sun Communities Portfolio Property features access to public water and
     sewer service.

   o Each Sun Communities Portfolio Borrower is generally required at its sole
     cost and expense to keep the related Sun Communities Portfolio Property
     insured against loss or damage by fire and other risks addressed by
     coverage of a comprehensive all risk insurance policy.

PROPERTY MANAGEMENT:

   o Each Sun Communities Portfolio Property is self-managed by its related Sun
     Communities Portfolio Borrower. SCOLP, through its subsidiaries, currently
     manages 43,875 developed sites comprised of 38,797 developed manufactured
     housing sites and 5,078 recreational vehicle sites, plus an additional
     6,756 manufactured housing sites suitable for development.
--------------------------------------------------------------------------------

                                      E-35


--------------------------------------------------------------------------------
            o SUN COMMUNITIES PORTFOLIO 4 & SOUTHFORK (CROSSED POOL)
           o SUN COMMUNITIES PORTFOLIO 13 & BONITA LAKE (CROSSED POOL)
--------------------------------------------------------------------------------

     Each Sun Communities Portfolio Borrower neither receives nor pays any
     management fee or other compensation in connection with the management of
     the Sun Communities Portfolio Properties and none are subject to a formal
     management agreement. In the event any Sun Communities Portfolio Borrower
     elects to have the properties managed by a property manager, whether or not
     affiliated with the Sun Communities Portfolio Borrower, such property
     manager (if not affiliated with the Sun Communities Portfolio Borrower)
     shall be a qualified manager approved by mortgagee, and the Sun Communities
     Portfolio Borrower shall enter into an acceptable management agreement and
     subordination thereof that conforms to mortgagee's standards.

CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS:

   o None.

FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS:

   o Not allowed.
--------------------------------------------------------------------------------


                                      E-36


--------------------------------------------------------------------------------
             SUN COMMUNITIES PORTFOLIO 4 & SOUTHFORK (CROSSED POOL)
--------------------------------------------------------------------------------

SUN COMMUNITIES PORTFOLIO 4 & SOUTHFORK (CROSSED POOL)

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
 LOAN SELLER:                        BofA

 ORIGINAL PRINCIPAL BALANCE:         Portfolio 4       $27,620,542
                                     Southfork          13,360,000
                                                       -----------
                                     Total             $40,980,542

 FIRST PAYMENT DATE:                 August 1, 2004

 TERM/AMORTIZATION:                  84/360 months

 INTEREST ONLY PERIOD:               24 months

 MATURITY DATE:                      July 1, 2011

 EXPECTED MATURITY BALANCE:          Portfolio 4       $25,489,500
                                     Southfork          12,329,219
                                                       -----------
                                     Total             $37,818,719

 BORROWING ENTITY:                   Sun Pool 4 LLC, Sun
                                     Lake Juliana LLC, and
                                     Sun Lake San Marino,
                                     LLC

 INTEREST CALCULATION:               Actual/360

 CALL PROTECTION:                    Lockout/defeasance:
                                     78 payments
                                     Open: 6 payments

 ONGOING MONTHLY RESERVES:

   TAX/INSURANCE RESERVE(1):         Springing

   REPLACEMENT RESERVE(1):           Springing

 LOCKBOX:                            Springing
--------------------------------------------------------------------------------
(1)  Replacement and Tax/Insurance reserves spring if the DSCR for the Property
     and Crossed Property for the immediately preceding 3-month period is less
     than 1.10x to 1.00x and continue until the DSCR for the preceding 6-month
     period is not less than 1.10x to 1.00x.

--------------------------------------------------------------------------------
                              FINANCIAL INFORMATION
--------------------------------------------------------------------------------
 CUT-OFF DATE BALANCE:            Portfolio 4       $27,620,542
                                  Southfork          13,360,000
                                                    -----------
                                  Total             $40,980,542

 CUT-OFF DATE LTV:                Portfolio 4             78.9%
                                  Southfork               80.0%
                                  Average                 79.3%

 MATURITY DATE LTV:               Portfolio 4             72.8%
                                  Southfork               73.8%
                                  Average                 73.2%

 UNDERWRITTEN DSCR:               Portfolio 4             1.43x
                                  Southfork               1.33x
                                  Average                 1.40x

 MORTGAGE RATE(A):                  4.931%
--------------------------------------------------------------------------------
(a)  The interest rate was rounded to three decimal places.


--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
 PROPERTY TYPE:                  Manufacturing Housing

 PROPERTY SUB-TYPE:              Manufactured Housing

 LOCATION:                       Michigan, Florida, Indiana,
                                 Missouri

 YEAR BUILT/RENOVATED:           Lafayette Place 1964
                                 Lake San Marino 1970
                                 Lake Juliana Landings 1986
                                 Four Seasons 1989
                                 Southfork 1987

 PADS:                           Lafayette Place                 254
                                 Lake San Marino                 412
                                 Lake Juliana Landings           285
                                 Four Seasons                    218
                                 Southfork                       477
                                                               -----
                                 Total                         1,646

 CUT-OFF BALANCE PER PAD:        Portfolio 4                 $23,628
                                 Southfork                   $28,008
                                 Average                     $24,897

 OCCUPANCY:                      Lafayette Place 6/30/04       98.0%
                                 Lake San Marino
                                  (8/3/04)                    100.0%
                                 Lake Juliana Landings
                                  (6/30/04)                    82.1%
                                 Four Seasons (6/30/04)        99.1%
                                 Southfork (5/31/04)           83.4%

 OWNERSHIP INTEREST:             Fee

 PROPERTY MANAGEMENT:            Borrower/Owner Managed

 U/W NET CASH FLOW:              Portfolio 4              $2,526,292
                                 Southfork                 1,138,748
                                                          ----------
                                 Total                    $3,665,040

 APPRAISED VALUE:                Portfolio 4             $35,000,000
                                 Southfork                16,700,000
                                                         -----------
                                 Total                   $51,700,000
--------------------------------------------------------------------------------

                                      E-37


--------------------------------------------------------------------------------
             SUN COMMUNITIES PORTFOLIO 4 & SOUTHFORK (CROSSED POOL)
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                         FINANCIAL INFORMATION -- TOTAL
--------------------------------------------------------------------------------

                                                    ANNUALIZED
                                                   MOST RECENT      FULL YEAR
                                   UNDERWRITTEN     (5/31/04)       (12/31/03)
                                   ------------     ---------       ----------
 Effective Gross Income .........  $ 5,880,785     $ 6,184,679     $ 5,653,025
 Total Expenses .................  $ 2,133,295     $ 1,916,410     $ 1,853,546
 Net Operating Income (NOI) .....  $ 3,747,490     $ 4,268,270     $ 3,799,479
 Cash Flow (CF) .................  $ 3,665,040     $ 4,268,270     $ 3,799,479
 DSCR on NOI ....................        1.43x           1.63x            1.45
 DSCR on CF .....................        1.40x           1.63x            1.45
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                      FINANCIAL INFORMATION -- PORTFOLIO 4
--------------------------------------------------------------------------------

                                                     ANNUALIZED
                                                    MOST RECENT      FULL YEAR
                                    UNDERWRITTEN     (6/30/04)       (12/31/03)
                                    ------------     ---------       ----------
 Effective Gross Income ..........  $ 4,079,795     $ 4,416,108     $ 3,886,169
 Total Expenses ..................  $ 1,494,903     $ 1,375,940     $ 1,303,446
 Net Operating Income (NOI) ......  $ 2,584,892     $ 3,040,168     $ 2,582,723
 Cash Flow (CF) ..................  $ 2,526,292     $ 3,040,168     $ 2,582,723
 DSCR on NOI .....................        1.46x           1.72x           1.46x
 DSCR on CF ......................        1.43x           1.72x           1.46x
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                       FINANCIAL INFORMATION -- SOUTHFORK
--------------------------------------------------------------------------------

                                                     ANNUALIZED
                                                    MOST RECENT      FULL YEAR
                                    UNDERWRITTEN     (5/31/04)       (12/31/03)
                                    ------------     ---------       ----------
 Effective Gross Income ..........  $ 1,800,990     $ 1,768,571     $ 1,766,856
 Total Expenses ..................  $   638,392     $   540,470     $   550,100
 Net Operating Income (NOI) ......  $ 1,162,598     $ 1,228,102     $ 1,216,756
 Cash Flow (CF) ..................  $ 1,138,748     $ 1,228,102     $ 1,216,756
 DSCR on NOI .....................        1.36x           1.44x           1.42x
 DSCR on CF ......................        1.33x           1.44x           1.42x
--------------------------------------------------------------------------------

                                      E-38


--------------------------------------------------------------------------------
            SUN COMMUNITIES PORTFOLIO 13 & BONITA LAKE (CROSSED POOL)
--------------------------------------------------------------------------------

SUN COMMUNITIES -- PORTFOLIO 13 & BONITA LAKE

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
 LOAN SELLER:                       BofA

 ORIGINAL PRINCIPAL BALANCE:        Portfolio 13       $36,487,198
                                    Bonita Lake          1,520,000
                                                       -----------
                                    Total              $38,007,198

 FIRST PAYMENT DATE:                August 1, 2004

 TERM/AMORTIZATION:                 84/360 months

 INTEREST ONLY PERIOD:              24 months

 MATURITY DATE:                     July 1, 2011

 EXPECTED MATURITY BALANCE:         Portfolio 13       $33,672,055
                                    Bonita Lake          1,402,725
                                                       -----------
                                    Total              $35,074,780

 BORROWING ENTITY:                  Sun Candlelight
                                    Village LLC,
                                    Sun Siesta Bay LLC and
                                    Sun Bonita LLC

 INTEREST CALCULATION:              Actual/360

 CALL PROTECTION:                   Lockout/defeasance:
                                    78 payments
                                    Open: 6 payments

 ONGOING MONTHLY RESERVES:

   TAX/INSURANCE RESERVE(1):        Springing

   REPLACEMENT RESERVE(1):          Springing

 LOCKBOX:                           Springing
--------------------------------------------------------------------------------

(1)  Replacement and Tax/Insurance reserves spring if the DSCR for the Property
     and Crossed Property for the immediately preceding 3-month period is less
     than 1.10x to 1.00x and continue until the DSCR for the preceding 6-month
     period is not less than 1.10x to 1.00x.


--------------------------------------------------------------------------------
                              FINANCIAL INFORMATION
--------------------------------------------------------------------------------
 CUT-OFF DATE BALANCE:          Portfolio 13       $36,487,198
                                Bonita Lake          1,520,000
                                                   -----------
                                Total              $38,007,198

 CUT-OFF DATE LTV:              Portfolio 13             78.5%
                                Bonita Lake              80.0%
                                                         -----
                                Average                  78.5%

 MATURITY DATE LTV:             Portfolio 13             72.4%
                                Bonita Lake              73.8%
                                                         -----
                                Average                  72.5%

 UNDERWRITTEN DSCR:             Portfolio 13             1.23x
                                Bonita Lake              1.74x
                                Average                  1.25x

 MORTGAGE RATE(A):                4.931%
--------------------------------------------------------------------------------
(a)  The interest rate was rounded to three decimal places.

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
 PROPERTY TYPE:                  Manufactured Housing

 PROPERTY SUB-TYPE:              Manufactured Housing

 LOCATION:                       Florida and Illinois

 YEAR BUILT/RENOVATED:           Siesta Bay 1984/NA
                                 Candlelight Village 1976/NA
                                 Bonita Lake 1970/NA

 PADS:                           Portfolio 13                 1,146
                                 Bonita Lake                    167
                                                              -----
                                 Total                        1,313

 CUT-OFF BALANCE PER PAD:        Portfolio 13               $31,839
                                 Bonita Lake                  9,102
                                                            -------
                                 Average                    $28,947

 OCCUPANCY:                      Siesta Bay (6/30/04)        100.0%
                                 Candlelight Village
                                 (6/30/04)                    93.9%
                                 Bonita Lake (8/03/04)       100.0%

 OWNERSHIP INTEREST:             Fee

 PROPERTY MANAGEMENT:            Borrower/Owner Managed

 U/W NET CASH FLOW:              Portfolio 13            $2,868,008
                                 Bonita Lake                169,105
                                                         ----------
                                 Total                   $3,037,113

 APPRAISED VALUE:                Portfolio 13           $46,500,000
                                 Bonita Lake              1,900,000
                                                        -----------
                                 Total                  $48,400,000
--------------------------------------------------------------------------------

                                      E-39


--------------------------------------------------------------------------------
            SUN COMMUNITIES PORTFOLIO 13 & BONITA LAKE (CROSSED POOL)
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                         FINANCIAL INFORMATION -- TOTAL
--------------------------------------------------------------------------------

                                                      ANNUALIZED
                                                     MOST RECENT      FULL YEAR
                                     UNDERWRITTEN     (6/30/04)       (12/31/03)
                                     ------------     ---------       ----------
 Effective Gross Income. ..........  $ 5,293,256     $ 5,853,528     $ 5,178,156
 Total Expenses ...................  $ 2,190,493     $ 1,976,172     $ 1,956,222
 Net Operating Income (NOI). ......  $ 3,102,763     $ 3,877,355     $ 3,221,934
 Cash Flow (CF) ...................  $ 3,037,113     $ 3,877,355     $ 3,221,934
 DSCR on NOI ......................        1.28x           1.60x           1.33x
 DSCR on CF.. .....................        1.25x           1.60x           1.33x
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                      FINANCIAL INFORMATION -- PORTFOLIO 13
--------------------------------------------------------------------------------

                                                      ANNUALIZED
                                                     MOST RECENT      FULL YEAR
                                     UNDERWRITTEN     (6/30/04)       (12/31/03)
                                     ------------     ---------       ----------
 Effective Gross Income. ..........  $ 4,853,533     $ 5,207,166     $ 4,783,087
 Total Expenses ...................  $ 1,928,225     $ 1,710,900     $ 1,718,625
 Net Operating Income (NOI). ......  $ 2,925,308     $ 3,496,266     $ 3,064,462
 Cash Flow (CF) ...................  $ 2,868,008     $ 3,496,266     $ 3,064,462
 DSCR on NOI ......................        1.25x           1.50x           1.31x
 DSCR on CF.. .....................        1.23x           1.50x           1.31x
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                      FINANCIAL INFORMATION -- BONITA LAKE
--------------------------------------------------------------------------------

                                                        ANNUALIZED
                                                       MOST RECENT    FULL YEAR
                                        UNDERWRITTEN    (6/30/04)     (12/31/03)
                                        ------------    ---------     ----------
 Effective Gross Income. .............   $ 439,723      $ 646,362     $ 395,069
 Total Expenses ......................   $ 262,268      $ 265,272     $ 237,597
 Net Operating Income (NOI). .........   $ 177,455      $ 381,089     $ 157,472
 Cash Flow (CF) ......................   $ 169,105      $ 381,089     $ 157,472
 DSCR on NOI .........................       1.83x          3.92x         1.62x
 DSCR on CF.. ........................       1.74x          3.92x         1.62x
--------------------------------------------------------------------------------

                                      E-40


--------------------------------------------------------------------------------
                                CORPORATE CENTER
--------------------------------------------------------------------------------

CORPORATE CENTER

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
 LOAN SELLER:                         GACC

 ORIGINAL PRINCIPAL BALANCE:          $32,900,000

 FIRST PAYMENT DATE:                  October 1, 2004

 TERM/AMORTIZATION:                   60/360 months

 INTEREST ONLY PERIOD:                12 months

 MATURITY DATE:                       September 1, 2009

 EXPECTED MATURITY BALANCE:           $31,114,632

                                      Parmenter Corporate
 BORROWING ENTITY:                    Center LP, LLLP

 INTEREST CALCULATION:                Actual/360

 CALL PROTECTION:                     Lockout: 11
                                      Payments;
                                      Greater of 1% or Yield
                                      Maintenance: 45
                                      Payments
                                      Open: 4 Payments

 UP-FRONT RESERVES:

   TAX/INSURANCE RESERVE:             Yes

   TI/LC RESERVE:                     $1,660,000

   REPAIR RESERVE                     $800,000

   CAPITAL REPAIR RESERVE             $180,000

   TENANT FREE RENT RESERVE           $132,508

   PARKING RESERVE                    $95,000

 ONGOING MONTHLY RESERVES:

   TAX/INSURANCE RESERVE:             Yes

   REPLACEMENT RESERVE:               $4,858

   TI/LC RESERVE:                     $28,576

 LOCKBOX:                             Hard
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              FINANCIAL INFORMATION
--------------------------------------------------------------------------------
 CUT-OFF DATE BALANCE:                $32,900,000

 CUT-OFF DATE LTV:                    70.0%

 MATURITY DATE LTV:                   66.2%

 UNDERWRITTEN DSCR(1):                1.41x

 MORTGAGE RATE:                       5.470%
--------------------------------------------------------------------------------
(1)  DSCR figures based on net cash flow unless otherwise noted.

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
 PROPERTY TYPE:                      Office

 PROPERTY SUB-TYPE:                  CBD

 LOCATION:                           Fort Lauderdale, FL

 YEAR BUILT/RENOVATED:               1982/1999

 NET RENTABLE SQUARE FEET:           342,906

 CUT-OFF BALANCE PER SF:             $96

 OCCUPANCY AS OF 8/5/04:             75.7%

 OWNERSHIP INTEREST:                 Fee

 PROPERTY MANAGEMENT:                Parmenter Realty &
                                     Investment Company

 U/W NET CASH FLOW:                  $3,141,368

 APPRAISED VALUE:                    $47,000,000
--------------------------------------------------------------------------------

                                      E-41


--------------------------------------------------------------------------------
                                CORPORATE CENTER
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              FINANCIAL INFORMATION
--------------------------------------------------------------------------------



                                                            ANNUALIZED
                                                             6 MONTHS         FULL YEAR         FULL YEAR
                                         UNDERWRITTEN       (6/30/04)         (12/31/03)        (12/31/02)
                                         ------------       ---------         ----------        ----------

 Effective Gross Income .............    $ 7,788,934       $ 7,778,006       $ 7,017,114       $ 6,697,218
 Total Expenses .....................    $ 4,244,584       $ 3,275,569       $ 3,956,858       $ 3,535,163
 Net Operating Income (NOI) .........    $ 3,544,350       $ 4,502,437       $ 3,060,256       $ 3,162,055
 Cash Flow (CF) .....................    $ 3,141,368       $ 4,502,437       $ 3,060,256       $ 3,162,055
 DSCR on NOI ........................          1.59x             2.02x             1.37x             1.42x
 DSCR on CF. ........................          1.41x             2.02x             1.37x             1.42x
-----------------------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                               TENANT INFORMATION
--------------------------------------------------------------------------------



                                    RATINGS       TOTAL       % OF                 POTENTIAL    % POTENTIAL
TOP TENANTS(1)                    S&P/MOODY'S   TENANT SF   TOTAL SF   RENT PSF       RENT         RENT       EXPIRATION
--------------                    -----------   ---------   --------   --------       ----         ----       ----------

 Certified Tours ..............    Not Rated     77,710       22.7%     $ 26.90    $2,090,399       25.0%      7/31/2007
 Silversea Cruises, Ltd. ......    Not Rated     44,134       12.9      $ 26.40     1,165,138       13.9      12/31/2010
 Stratis Business Centers .....    Not Rated     15,190        4.4      $ 15.67       238,102        2.9      10/31/2011
 Broward County ...............    Not Rated     11,922        3.5      $ 17.38       207,204        2.5       5/31/2009
 State Farm Insurance Co. .....  AA/Not Rated     9,822        2.9      $ 26.50       260,283        3.1      10/31/2005
                                                -------      -----                 ----------       ----
 TOTAL ........................                 158,778       46.3%                $3,961,126       47.4%
-------------------------------------------------------------------------------------------------------------------------

(1)  Information obtained from Underwritten Rent Roll except for Ratings
     (S&P/Moody's) and unless otherwise stated. Credit Ratings are of the parent
     company whether or not the parent company guarantees the lease.
     Calculations with respect to Rent PSF, Potential Rent and % of Potential
     Rent include base rent only and exclude common area maintenance expense and
     reimbursement. Underwritten rent for Silversea Cruises, Ltd. is lower than
     actual rent of $28.12 per SF.

--------------------------------------------------------------------------------
                             LEASE ROLLOVER SCHEDULE
--------------------------------------------------------------------------------



                           # OF LEASES     EXPIRING       % OF       CUMULATIVE       CUMULATIVE       BASE RENT
YEAR OF EXPIRATION(1)        EXPIRING         SF        TOTAL SF      TOTAL SF      % OF TOTAL SF       EXPIRING
---------------------        --------         --        --------      --------      -------------       --------

 2004 .................        2             3,166         0.9%         3,166            0.9%         $   92,614
 2005 .................        4            17,782         5.2         20,948            6.1%         $  451,320
 2006 .................        5            15,618         4.6         36,566           10.7%         $  404,676
 2007 .................        7            85,867        25.0        122,433           35.7%         $2,263,488
 2008 .................        1             5,167         1.5        127,600           37.2%         $  136,409
 2009 .................        8            41,625        12.1        169,225           49.4%         $  950,241
 2010 .................        7            75,150        21.9        244,375           71.3%         $1,958,558
 2011 .................        1            15,190         4.4        259,565           75.7%         $  238,102
 Vacant ...............                     83,341        24.3        342,906          100.0%         $1,943,956
                               --          -------       -----
 TOTAL ................        35          342,906       100.0%
------------------------------------------------------------------------------------------------------------------

(1)  Information obtained from Underwritten Rent Roll.

                                      E-42


--------------------------------------------------------------------------------
                                CORPORATE CENTER
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                         SUMMARY OF SIGNIFICANT TENANTS
--------------------------------------------------------------------------------
The property is 75.7% leased by thirty-five tenants at an average lease rate of
$24.61 per square foot. The two largest tenants representing 35.5% of the total
net rentable area, are:

   o Certified Tours (Not Rated) occupies 77,710 square feet (22.7% of net
     rentable area). It contributes $2,090,399 of base rental income 25.0% to
     the property. The privately held wholesale travel company was founded in
     1980 by Michael Egan, founder of Alamo Car Rental. Certified Tours
     specializes in designing, marketing and delivering vacation packages,
     managing such brands as Delta Vacations, Continental Airlines Vacations,
     American Express Vacations, and AAA vacations. Certified Tours offers
     packages to more than 50 cities worldwide, including Orlando and Walt
     Disney World vacations. Currently, Certified Tours has contracts with
     American Airlines, US Airways, Bahamas Air, Cayman Airlines, Air Jamaica,
     British Airways, Virgin Atlantic Airways, Aloha Airlines, and Aeromexico.
     Certified Tours has been a tenant at the property since 1990.

   o Silversea Cruises, Ltd. (Not Rated) occupies 44,134 square feet (12.9% of
     net rentable area). Silversea Cruises, Ltd contributes $1,165,138 of
     underwritten base rental income (13.9%) to the property (tenant pays actual
     rent of $1,241,160) and is a privately held cruise line. Silversea Cruises,
     Ltd. specializes in a fleet of cruise ships built for fewer guests,
     luxurious amenities, and the ability to dock at smaller, less accessible
     ports. Silversea Cruises, Ltd. owns four cruise ships and maintains an
     office in London. Silversea Cruises, Ltd. has been a tenant at the property
     since 1999 and has a lease term that extends beyond the term of the loan
     (expires December 31, 2010).
--------------------------------------------------------------------------------


                                      E-43


--------------------------------------------------------------------------------
                                CORPORATE CENTER
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                             ADDITIONAL INFORMATION
--------------------------------------------------------------------------------

THE LOAN:

   o The Corporate Center Mortgage loan is secured by a first mortgage on a
     24-story, 342,906 square foot office building located in downtown Fort
     Lauderdale, Florida.

THE BORROWER:

   o The borrower, Parmenter Corporate Center LP, LLLP, is a single-purpose,
     bankruptcy-remote entity. The borrower's capital is derived from its
     limited partner, a joint venture between the Parmenter Private Realty Fund
     II, LP and the Parmenter Realty Fund II, LP, named Parameter Realty Fund II
     Investments. Parmenter Realty Funds II Investments is required to maintain
     a minimum net worth of $5 million. Parmenter Private Realty Fund II, LP is
     an entity comprised of private individuals with partners' capital of
     approximately $5.7 million; Parmenter Realty Fund II, LP is solely
     comprised of a $50 million investment from the Stanford University
     Endowment fund. The loan sponsor, Darryl W. Parmenter, controls all of the
     above-mentioned entities and has over 30 years of real estate experience.
     Mr. Parmenter is the President and CEO of Parmenter Realty Partners.
     Founded in 1989 and headquartered in Miami, Parmenter Realty has acquired
     or developed 10 million square feet of real estate valued at over $1.5
     billion. Mr. Parmenter was a limited partner of the selling entity and has
     managed the property since the seller purchased the property in March 1998.
     As of July 1, 2004, Mr. Parmenter had a net worth of $19,645,350.

THE PROPERTY:

   o The collateral for the Corporate Center Mortgage loan consists of a fee
     simple interest in one 24-story central business district building; a
     2-story mixed-use annex totaling 342,906 rentable square feet. The property
     was built in 1982 and is situated on approximately 1.59 acres.

PROPERTY MANAGEMENT:

   o The property is managed by Parmenter Realty & Investment Company, an
     affiliate of the borrower that has managed the property since March of
     1998. Mr. Darryl W. Parmenter, the loan sponsor, is the President and CEO
     of Parmenter Realty Partners, which, since 1989, has acquired or developed
     10 million square feet of real estate, representing over $1.5 billion in
     value. Parmenter Realty Partners has offices in Jacksonville, Atlanta, St.
     Louis and Dallas, in addition to its headquarters in Miami. Parmenter
     Realty Partners has been involved in all aspects of management, leasing and
     construction at the property. The majority of the properties managed by
     Parmenter are located in the southeastern United States.

CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS:

   o None.

FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS:

   o Not Allowed.
--------------------------------------------------------------------------------

                                      E-44

                                  Prospectus


                   BANC OF AMERICA COMMERCIAL MORTGAGE INC.
                                   DEPOSITOR




                       MORTGAGE PASS-THROUGH CERTIFICATES

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

CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 11 IN THIS PROSPECTUS.

Neither the certificates nor the underlying mortgage loans are insured by any
governmental agency.

The certificates will represent interests only in the related trust and will not
represent interests in or obligations of Banc of America Commercial Mortgage
Inc. or any of its affiliates, including Bank of America Corporation.

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 --

o  may periodically issue mortgage pass-through certificates in one or more
   series with one or more classes; and

o  will own --

o  multifamily and commercial mortgage loans;

o  mortgage-backed securities; and

o  other property described in the accompanying prospectus supplement.

THE CERTIFICATES --

o  will represent interests in the trust and will be paid only from the trust
   assets;

o  provide for the accrual of interest based on a fixed, variable or adjustable
   interest rate;

o  may be offered through underwriters, which may include Banc of America
   Securities LLC, an affiliate of Banc of America Commercial Mortgage Inc.; and

o  will not be listed on any securities exchange.

THE CERTIFICATEHOLDERS --

o  will receive interest and principal payments based on the rate of payment of
   principal and the timing of receipt of payments on mortgage loans.




NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED THESE
CERTIFICATES OR DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


                                November 8, 2004



                     (This Page Intentionally Left Blank)


                                       2


                             FOR MORE INFORMATION

Banc of America Commercial Mortgage Inc. has filed with the SEC additional
registration materials relating to the certificates. You may read and copy any
of these materials at the SEC's Public Reference Room at the following
location:

 o      SEC Public Reference Section
        450 Fifth Street, N.W.
        Room 1204
        Washington, D.C. 20549

You may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that
contains reports, proxy and information statements, and other information that
has been filed electronically with the SEC. The Internet address is
http://www.sec.gov.

You may also contact Banc of America Commercial Mortgage Inc. in writing at
Bank of America Corporate Center, 214 North Tryon Street, Charlotte, North
Carolina 28255, or by telephone at (704) 386-8509.

See also the sections captioned "Available Information" and "Incorporation of
Certain Information by Reference" appearing at the end of this prospectus.

                               TABLE OF CONTENTS

                                                              PAGE
                                                              ----
SUMMARY OF PROSPECTUS .......................................   6
RISK FACTORS ................................................  11
  The Limited Liquidity of Your Certificates May Have
     an Adverse Impact on Your Ability to Sell Your
     Certificates ...........................................  11
  The Limited Assets of Each Trust May Adversely
     Impact Your Ability To Recover Your Investment in
     the Event of Loss on the Underlying Mortgage
     Assets .................................................  11
  Credit Support is Limited and May Not Be Sufficient
     to Prevent Loss on Your Certificates ...................  12
  Prepayments on the Underlying Mortgage Loans
     Will Affect the Average Life of Your Certificates,
     and the Rate and Timing of those Prepayments
     May Be Highly Unpredictable ............................  12
  Certificates Purchased at a Premium or a Discount
     Will Be Sensitive to the Rate of Principal Payment......  13
  The Nature of Ratings Are Limited and Will Not
     Guarantee that You Will Receive Any Projected
     Return on Your Certificates ............................  14
  Certain Factors Affecting Delinquency, Foreclosure
     and Loss of the Mortgage Loans .........................  14
  Inclusion of Delinquent Mortgage Loans in a
     Mortgage Asset Pool ....................................  18
PROSPECTUS SUPPLEMENT .......................................  18
CAPITALIZED TERMS USED IN THIS PROSPECTUS ...................  19
DESCRIPTION OF THE TRUST FUNDS ..............................  20
  General ...................................................  20
  Mortgage Loans ............................................  20
  MBS .......................................................  24
  Certificate Accounts ......................................  25
  Credit Support ............................................  25
  Cash Flow Agreements ......................................  25
YIELD AND MATURITY CONSIDERATIONS ...........................  26
  General ...................................................  26
  Pass-Through Rate .........................................  26
  Payment Delays ............................................  26
  Certain Shortfalls in Collections of Interest .............  26
  Yield and Prepayment Considerations .......................  26
  Weighted Average Life and Maturity ........................  28
  Other Factors Affecting Yield, Weighted Average Life
     and Maturity ...........................................  29
THE DEPOSITOR ...............................................  31
DESCRIPTION OF THE CERTIFICATES .............................  31
  General ...................................................  31
  Distributions .............................................  32
  Distributions of Interest on the Certificates .............  32
  Distributions of Principal of the Certificates ............  33


                                       3

                                                             PAGE
                                                             ----
    Distributions on the Certificates Concerning
      Prepayment Premiums or Concerning Equity
      Participations ........................................ 34
    Allocation of Losses and Shortfalls ..................... 34
    Advances in Respect of Delinquencies .................... 34
    Reports to Certificateholders ........................... 35
    Voting Rights ........................................... 37
    Termination ............................................. 37
    Book-Entry Registration and Definitive Certificates ..... 37
 THE POOLING AND SERVICING AGREEMENTS ....................... 39
    General ................................................. 39
    Assignment of Mortgage Loans; Repurchases ............... 39
    Representations and Warranties; Repurchases ............. 41
    Collection and Other Servicing Procedures ............... 42
    Sub-Servicers ........................................... 44
    Certificate Account ..................................... 44
    Modifications, Waivers and Amendments of
      Mortgage Loans ........................................ 47
    Realization Upon Defaulted Mortgage Loans ............... 47
    Hazard Insurance Policies ............................... 49
    Due-on-Sale and Due-on-Encumbrance Provisions ........... 50
    Servicing Compensation and Payment of Expenses .......... 50
    Evidence as to Compliance ............................... 51
    Certain Matters Regarding the Master Servicer, the
      Special Servicer, the REMIC Administrator and the
      Depositor ............................................. 52
    Events of Default ....................................... 53
    Rights Upon Event of Default ............................ 54
    Amendment ............................................... 54
    List of Certificateholders .............................. 55
    The Trustee ............................................. 56
    Duties of the Trustee ................................... 56
    Certain Matters Regarding the Trustee ................... 56
    Resignation and Removal of the Trustee .................. 56
 DESCRIPTION OF CREDIT SUPPORT .............................. 57
    General ................................................. 57
    Subordinate Certificates ................................ 57
    Insurance or Guarantees Concerning the Mortgage
      Loans ................................................. 58
    Letter of Credit ........................................ 58
    Certificate Insurance and Surety Bonds .................. 58
    Reserve Funds ........................................... 58
    Cash Collateral Account ................................. 59
    Credit Support with respect to MBS ...................... 59
 CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS..................... 60
    General ................................................. 60
    Types of Mortgage Instruments ........................... 60
    Leases and Rents ........................................ 60
    Personalty .............................................. 61
    Foreclosure ............................................. 61


                                       4



                                                           PAGE
                                                           ----
    Bankruptcy Laws .....................................   64
    Environmental Considerations ........................   66
    Due-on-Sale and Due-on-Encumbrance Provisions .......   68
    Junior Liens; Rights of Holders of Senior Liens .....   68
    Subordinate Financing ...............................   69
    Default Interest and Limitations on Prepayments .....   69
    Applicability of Usury Laws .........................   70
    Certain Laws and Regulations ........................   70
    Americans with Disabilities Act .....................   70
    Servicemembers Civil Relief Act .....................   71
    Forfeiture for Drug and Money Laundering
      Violations ........................................   71
    Federal Deposit Insurance Act; Commercial
      Mortgage Loan Servicing ...........................   71
 CERTAIN FEDERAL INCOME TAX CONSEQUENCES.................   72
    General .............................................   72
    REMICs ..............................................   73
    Grantor Trust Funds .................................   90
 STATE AND OTHER TAX CONSEQUENCES .......................   99
 CERTAIN ERISA CONSIDERATIONS ...........................  100
    General .............................................  100
    Plan Asset Regulations ..............................  100
    Insurance Company General Accounts ..................  101
    Consultation With Counsel ...........................  102
    Tax Exempt Investors ................................  102
 LEGAL INVESTMENT .......................................  102
 USE OF PROCEEDS ........................................  104
 METHOD OF DISTRIBUTION .................................  104
 LEGAL MATTERS ..........................................  105
 FINANCIAL INFORMATION ..................................  105
 RATING .................................................  105
 AVAILABLE INFORMATION ..................................  106
 INCORPORATION OF CERTAIN INFORMATION BY
    REFERENCE ...........................................  107
 GLOSSARY ...............................................  108



                                       5


                             SUMMARY OF PROSPECTUS

     This summary highlights selected information from this prospectus. It does
not contain all the information you need to consider in making your investment
decision. You should carefully review this prospectus and the related prospectus
supplement in their entirety before making any investment in the certificates of
any series. As used in this prospectus, "you" refers to a prospective investor
in certificates, and "we" refers to the depositor, Banc of America Commercial
Mortgage Inc. A "Glossary" appears at the end of this prospectus.

SECURITIES OFFERED

Mortgage pass-through certificates.

DEPOSITOR

Banc of America Commercial Mortgage Inc., a Delaware corporation and a
subsidiary of Bank of America, N.A., has its principal executive offices at 214
North Tryon Street, Charlotte, North Carolina 28255, and its telephone number
is (704) 386-2400.

TRUSTEE

The trustee for each series of certificates will be named in the related
prospectus supplement.

MASTER SERVICER

If the trust includes mortgage loans, the master servicer for the corresponding
series of certificates will be named in the prospectus supplement.

SPECIAL SERVICER

If the trust includes mortgage loans, the special servicer for the
corresponding series of certificates will be named, or the circumstances under
which a special servicer may be appointed, will be described in the prospectus
supplement.

MBS ADMINISTRATOR

If the trust includes mortgage-backed securities, the entity responsible for
administering the mortgage-backed securities will be named in the prospectus
supplement.

REMIC ADMINISTRATOR

The person responsible for the various tax-related administration duties for a
series of certificates concerning real estate mortgage investment conduits will
be named in the prospectus supplement.

THE MORTGAGE LOANS

Each series of certificates will, in general, consist of a pool of mortgage
loans referred to as a mortgage asset pool secured by first or junior liens
on--

   o residential properties consisting of five or more rental or
     cooperatively-owned dwelling units in high-rise, mid-rise or garden
     apartment buildings or other residential structures; or

   o office buildings, retail stores, hotels or motels, nursing homes, hospitals
     or other health care-related facilities, recreational vehicle and mobile
     home parks, warehouse facilities, mini-warehouse facilities, self-storage
     facilities, industrial plants, parking lots, entertainment or sports
     arenas, restaurants, marinas, mixed use or various other types of
     income-producing properties or unimproved land.


                                       6


However, no one of the following types of properties will be overly-represented
in the trust at the time the trust is formed:

(1) restaurants; (2) entertainment or sports arenas; (3) marinas; or (4)
nursing homes, hospitals or other health care-related facilities.

The mortgage loans will not be guaranteed or insured by Banc of America
Commercial Mortgage Inc. or any of its affiliates or, unless otherwise provided
in the prospectus supplement, by any governmental agency or by any other
person.

If specified in the prospectus supplement, some mortgage loans may be
delinquent as of the date the trust is formed.

As described in the prospectus supplement, a mortgage loan may--

   o provide for no accrual of interest or for accrual of interest at an
     interest rate that is fixed over its term or that adjusts from time to
     time, or that may be converted at the borrower's election from an
     adjustable to a fixed mortgage rate, or from a fixed to an adjustable
     mortgage rate;

   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 certain events, and may permit negative amortization;

   o be fully amortizing or may be partially amortizing or nonamortizing, with a
     balloon payment due on its stated maturity date;

   o may prohibit over its term or for a certain period prepayments and/or
     require payment of a premium or a yield maintenance payment in connection
     with certain prepayments; and

   o provide for payments of principal, interest or both, on due dates that
     occur monthly, quarterly, semi-annually or at any other interval as
     specified in the prospectus supplement.

Each mortgage loan will have had an original term to maturity of not more than
40 years. No mortgage loan will have been originated by Banc of America
Commercial Mortgage Inc., although one of its affiliates may have originated
some of the mortgage loans.

If any mortgage loan, or group of related mortgage loans, involves unusual
credit risk, financial statements or other financial information concerning the
related mortgaged property will be included in the related prospectus
supplement.

As described in the prospectus supplement, the trust may also consist of
mortgage participations, mortgage pass-through certificates and/or other
mortgage-backed securities that evidence an interest in, or are secured by a
pledge of, one or more mortgage loans similar to the other mortgage loans in
the trust and which may or may not be issued, insured or guaranteed by the
United States or any governmental agency.

THE CERTIFICATES

Each series of certificates will be issued in one or more classes pursuant to a
pooling and servicing agreement or other agreement specified in the prospectus
supplement and will represent in total the entire beneficial ownership interest
in the trust.

As described in the prospectus supplement, the certificates of each series may
consist of one or more classes that--

   o are senior or subordinate to one or more other classes of certificates in
     entitlement to certain distributions on the certificates;

   o are "stripped principal certificates" entitled to distributions of
     principal, with disproportionate, nominal or no distributions of interest;


   o are "stripped interest certificates" entitled to distributions of interest,
     with disproportionate, nominal or no distributions of principal;



                                       7


   o provide for distributions of interest or principal that commence only after
     the occurrence of certain events, such as the retirement of one or more
     other classes of certificates of that series;

   o provide for distributions of principal 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 trust;

   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 distribution based on collections on the mortgage assets in the
     trust attributable to prepayment premiums, yield maintenance payments or
     equity participations.

If specified in the prospectus supplement, a series of certificates may include
one or more "controlled amortization classes," which will entitle the holders
to receive principal distributions according to a specified principal payment
schedule. Although prepayment risk cannot be eliminated entirely for any class
of certificates, a controlled amortization class will generally provide a
relatively stable cash flow so long as the actual rate of prepayment on the
mortgage loans in the trust remains relatively constant at the rate 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 other classes of the same series.

Each class of certificates, other than certain classes of stripped interest
certificates and certain classes of REMIC residual certificates will have an
initial stated principal amount. Each class of certificates, other than certain
classes of stripped principal certificates and certain classes of REMIC
residual certificates, will accrue interest on its certificate balance or, in
the case of certain classes of stripped interest certificates, on a notional
amount, based on a pass-through rate which may be fixed, variable or
adjustable. The prospectus supplement will specify the certificate balance,
notional amount and/or pass-through rate for each class of certificates.

DISTRIBUTIONS OF INTEREST ON THE CERTIFICATES

Interest on each class of certificates (other than certain classes of stripped
principal certificates and certain classes of REMIC residual certificates) of
each series will accrue at the applicable pass-through rate on the certificate
balance and will be paid on a distribution date. However, in the case of
certain classes of stripped interest certificates, the notional amount
outstanding from time to time will be paid to certificateholders as provided in
the prospectus supplement on a specified distribution date.

Distributions of interest concerning one or more classes of certificates may
not commence until the occurrence of certain events, such as the retirement of
one or more other classes of certificates. Interest accrued concerning a class
of accrual certificates prior to the occurrence of such an event will either be
added to the certificate balance or otherwise deferred as described in the
prospectus supplement. Distributions of interest concerning one or more classes
of certificates may be reduced to the extent of certain delinquencies, losses
and other contingencies described in this prospectus and in the prospectus
supplement.

DISTRIBUTIONS OF PRINCIPAL OF THE CERTIFICATES

Each class of certificates of each series (other than certain classes of
stripped interest certificates and certain classes of REMIC residual
certificates) will have a certificate balance. The certificate balance of a
class of certificates outstanding from time to time will represent the maximum
amount that the holders are then entitled to receive in respect of principal
from future cash flow on the assets in the trust. The initial total certificate
balance of all classes of a series of certificates will not be greater


                                       8


than the outstanding principal balance of the related mortgage assets as of a
specified cut-off date, after application of scheduled payments due on or
before that date, whether or not received. As described in the prospectus
supplement, distributions of principal with respect to the related series of
certificates will be made on each distribution date to the holders of the class
certificates of the series then entitled until the certificate balances of
those certificates have been reduced to zero. Distributions of principal with
respect to one or more classes of certificates--

   o may be made 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
     assets in the trust;

   o may not commence until the occurrence of certain events, such as the
     retirement of one or more other classes of certificates of the same series;

   o may be made, subject to certain limitations, based on a specified principal
     payment schedule; or

   o may be contingent on the specified principal payment schedule for another
     class of the same series and the rate at which payments and other
     collections of principal on the mortgage assets in the trust are received.
     Unless otherwise specified in the prospectus supplement, distributions of
     principal of any class of certificates will be made on a pro rata basis
     among all of the certificates of that class.

CREDIT SUPPORT AND CASH FLOW AGREEMENTS

If specified in the prospectus supplement, partial or full protection against
certain defaults and losses on the assets in the trust may be provided to one
or more classes of certificates by (1) subordination of one or more other
classes of certificates to classes in the same series, or by (2) one or more
other types of credit support, such as a letter of credit, insurance policy,
guarantee, reserve fund, cash collateral account, overcollateralization or
other credit support. If so provided in the prospectus supplement, the trust
may include--

   o guaranteed investment contracts pursuant to which moneys held in the funds
     and accounts established for the related series will be invested at a
     specified rate; or

   o certain other agreements, such as interest rate exchange agreements,
     interest rate cap or floor agreements, or other agreements designed to
     reduce the effects of interest rate fluctuations on the mortgage assets or
     on one or more classes of certificates.

Certain relevant information regarding any applicable credit support or cash
flow agreement will be set forth in the prospectus supplement for a series of
certificates.

ADVANCES

As specified in the prospectus supplement, if the trust includes mortgage
loans, the master servicer, the special servicer, the trustee, any provider of
credit support, and/or another specified person may be obligated to make, or
have the option of making, certain advances concerning delinquent scheduled
payments of principal and/or interest on mortgage loans. Any advances made
concerning a particular mortgage loan will be reimbursable from subsequent
recoveries relating to the particular mortgage loan and as described in the
prospectus supplement. If specified in the prospectus supplement, any entity
making advances may be entitled to receive interest for a specified period
during which those advances are outstanding, payable from amounts in the trust.
If the trust includes mortgaged-backed securities, any comparable advancing
obligation of a party to the related pooling and servicing agreement, or of a
party to the related mortgage-backed securities agreement, will be described in
the prospectus supplement.

OPTIONAL TERMINATION

If specified in the prospectus supplement, a series of certificates may be
subject to optional early termination through the repurchase of the mortgage
assets in the trust. If provided in the related


                                       9


prospectus supplement, upon the reduction of the certificate balance of a
specified class or classes of certificates by a specified percentage or amount,
a specified party may be authorized or required to solicit bids for the
purchase of all of the assets of the trust, or of a sufficient portion of those
assets to retire that class or classes.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The certificates of each series will constitute or evidence ownership of
  either--

   o "regular interests" and "residual interests" in the trust, or a designated
     portion of the trust, treated as a REMIC under Sections 860A through 860G
     of the Code; or

   o certificates in a trust treated as a grantor trust under applicable
     provisions of the Code.

Investors are advised to consult their tax advisors and to review "Certain
Federal Income Tax Consequences" in this prospectus and in the prospectus
supplement.

CERTAIN ERISA CONSIDERATIONS

Fiduciaries of retirement plans and certain other employee benefit plans and
arrangements, including individual retirement accounts, individual retirement
annuities, Keogh plans, and collective investment funds and separate individual
retirement accounts in which such plans, accounts, annuities or arrangements
are invested, that are subject to the Employee Retirement Income Security Act
of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, or any
materially similar provisions of federal, state or local law should review with
their legal advisors whether the purchase or holding of certificates could give
rise to a transaction that is prohibited.

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. All investors whose
investment activities are subject to legal investment laws and regulations,
regulatory capital requirements, or review by regulatory authorities should
consult with their own legal advisors for assistance in determining whether and
to what extent the certificates constitute legal investments for them.

See "Legal Investment" in this prospectus.

RATING

At their respective dates of issuance, each class of certificates will be rated
as of investment grade by one or more nationally recognized statistical rating
agencies.


                                       10


                                 RISK FACTORS

     In considering an investment in the certificates of any series, you should
consider carefully the following risk factors and the risk factors in the
prospectus supplement.

THE LIMITED LIQUIDITY OF YOUR CERTIFICATES MAY HAVE AN ADVERSE IMPACT ON YOUR
ABILITY TO SELL YOUR CERTIFICATES.

     The certificates of any series may have limited or no liquidity. You may be
forced to bear the risk of investing in the certificates for an indefinite
period of time. In addition, you may have no redemption rights, and the
certificates are subject to early retirement only under certain circumstances.

     Lack of a Secondary Market May Limit the Liquidity of Your Certificate. We
cannot assure you that a secondary market for the certificates will develop or,
if it does develop, that it will provide certificateholders with liquidity of
investment or that it will continue for as long as the certificates remain
outstanding.

     The prospectus supplement may indicate that an underwriter intends to
establish a secondary market in the certificates, although no underwriter will
be obligated to do so. Any secondary market may provide less liquidity to
investors than any comparable market for securities relating to single-family
mortgage loans. Unless specified in the prospectus supplement, the certificates
will not be listed on any securities exchange.

     The Limited Nature of Ongoing Information Regarding Your Certificate May
Adversely Affect Liquidity. The primary source of ongoing information regarding
the certificates, including information regarding the status of the related
mortgage assets and any credit support for the certificates, will be the
periodic reports to certificateholders to be delivered pursuant to the related
pooling and servicing agreement.

     We cannot assure you that any additional ongoing information regarding the
certificates will be available through any other source. The limited nature of
the information concerning a series of certificates may adversely affect
liquidity, even if a secondary market for the certificates does develop.

     The Liquidity of Your Certificate May Be Affected by External Sources
Including Interest Rate Movement. If a secondary market does develop for the
certificates, the market value of the certificates will be affected by several
factors, including--

     o  perceived liquidity;

     o  the anticipated cash flow (which may vary widely depending upon the
        prepayment and default assumptions concerning the underlying mortgage
        loans); and

     o  prevailing interest rates.

     The price payable at any given time for certain classes of certificates may
be extremely sensitive to small fluctuations in prevailing interest rates. The
relative change in price for a certificate in response to an upward or downward
movement in prevailing interest rates may not necessarily equal the relative
change in price for the certificate in response to an equal but opposite
movement in those rates. Therefore, the sale of certificates by a holder in any
secondary market that may develop may be at a discount from the price paid by
the holder. We are not aware of any source through which price information about
the certificates will be generally available on an ongoing basis.

THE LIMITED ASSETS OF EACH TRUST MAY ADVERSELY IMPACT YOUR ABILITY TO RECOVER
YOUR INVESTMENT IN THE EVENT OF LOSS ON THE UNDERLYING MORTGAGE ASSETS.

     Unless specified in the prospectus supplement, neither the certificates nor
the mortgage assets in the trust will be guaranteed or insured by Banc of
America Commercial Mortgage Inc. or any of its affiliates, by any governmental
agency or by any other person or entity. No certificate will


                                       11


represent a claim against or security interest in the trust funds for any other
series. Therefore, if the related trust fund has insufficient assets to make
payments, no other assets will be available for payment of the deficiency, and
the holders of one or more classes of the certificates will be required to bear
the consequent loss.

     Amounts on deposit from time to time in certain accounts constituting part
of the trust, including the certificate account and any accounts maintained as
credit support, may be withdrawn for purposes other than the payment of
principal of or interest on the related series of certificates under certain
conditions. On any distribution occurring after losses or shortfalls in
collections on the mortgage assets have been incurred, all or a portion of those
losses or shortfalls will be borne on a disproportionate basis among classes of
certificates.

CREDIT SUPPORT IS LIMITED AND MAY NOT BE SUFFICIENT TO PREVENT LOSS ON YOUR
CERTIFICATES.

     The prospectus supplement for a series of certificates will describe any
credit support. The credit support may not cover all potential losses. For
example, credit support may or may not cover loss by reason of fraud or
negligence by a mortgage loan originator or other parties. Any losses not
covered by credit support may, at least in part, be allocated to one or more
classes of certificates.

     A series of certificates may include one or more classes of subordinate
certificates, if provided in the prospectus supplement. Although subordination
is intended to reduce the likelihood of temporary shortfalls and ultimate losses
to holders of senior certificates, the amount of subordination will be limited
and may decline under certain circumstances. In addition, if principal payments
on one or more classes of certificates of a series are made in a specified order
of priority, any related credit support may be exhausted before the principal of
the later-paid classes of certificates of that series have been repaid in full.

     The impact of losses and shortfalls experienced with respect to the
mortgage assets may fall primarily upon those classes of certificates having a
later right of payment.

     If a form of credit support covers the certificates of more than one series
and losses on the related mortgage assets exceed the amount of the credit
support, it is possible that the holders of certificates of one (or more) series
will disproportionately benefit from that credit support, to the detriment of
the holders of certificates of one (or more) other series.

     The amount of any applicable credit support supporting one or more classes
of certificates will be determined on the basis of criteria established by each
rating agency rating such classes of certificates based on an assumed level of
defaults, delinquencies and losses on the underlying mortgage assets and certain
other factors. However, we cannot assure you that the loss experience on the
related mortgage assets will not exceed such assumed levels. If the losses on
the related mortgage assets do exceed such assumed levels, the holders of one or
more classes of certificates will be required to bear such additional losses.

PREPAYMENTS ON THE UNDERLYING MORTGAGE LOANS WILL AFFECT THE AVERAGE LIFE OF
YOUR CERTIFICATES, AND THE RATE AND TIMING OF THOSE PREPAYMENTS MAY BE HIGHLY
UNPREDICTABLE.

     As a result of prepayments on the mortgage loans in the trust, the amount
and timing of distributions of principal and/or interest on the certificates of
the related series may be highly unpredictable. Prepayments on the mortgage
loans in the trust will result in a faster rate of principal payments on one or
more classes of the related series of certificates than if payments on those
mortgage loans were made as scheduled. Therefore, the prepayment experience on
the mortgage loans in the trust may affect the average life of one or more
classes of certificates of the related series.

     The rate of principal payments on pools of mortgage loans varies among
pools and from time to time is influenced by a variety of economic, demographic,
geographic, social, tax and legal factors. For example, if prevailing interest
rates fall significantly below the mortgage rates borne by the mortgage loans
included in the trust, principal prepayments on those mortgage loans are likely


                                       12


to be higher than if prevailing interest rates remain at or above the rates
borne by those mortgage loans. Conversely, if prevailing interest rates rise
significantly above the mortgage rates borne by the mortgage loans included in
the trust, then principal prepayments on those mortgage loans are likely to be
lower than if prevailing interest rates remain at or below the mortgage rates
borne by those mortgage loans.

     We cannot assure you what as to the actual rate of prepayment on the
mortgage loans in the trust will be, or that the rate of prepayment will conform
to any model in any prospectus supplement. As a result, depending on the
anticipated rate of prepayment for the mortgage loans in the trust, the
retirement of any class of certificates of the related series could occur
significantly earlier or later, and its average life could be significantly
shorter or longer, than expected.

     The extent to which prepayments on the mortgage loans in trust ultimately
affect the average life of any class of certificates of the related series will
depend on the terms and provisions of the certificates. A class of certificates
may provide that on any distribution date the holders of the certificates are
entitled to a pro rata share of the prepayments on the mortgage loans in the
trust fund that are distributable on that date.

     A class of certificates that entitles the holders to a disproportionately
large share of the prepayments on the mortgage loans in the trust increases the
likelihood of early retirement of that class if the rate of prepayment is
relatively fast. This type of early retirement risk is sometimes referred to as
"call risk."

     A class of certificates that entitles its holders to a disproportionately
small share of the prepayments on the mortgage loans in the trust increases the
likelihood of an extended average life of that class if the rate of prepayment
is relatively slow. This type of prolonged retirement risk is sometimes referred
to as "extension risk."

     As described in the prospectus supplement, the respective entitlements of
the various classes of certificate-holders of any series to receive payments
(and, in particular, prepayments) of principal of the mortgage loans in the
trust may vary based on the occurrence of certain events (e.g., the retirement
of one or more classes of certificates of that series) or subject to certain
contingencies (e.g., prepayment and default rates with respect to those mortgage
loans).

     A series of certificates may include one or more controlled amortization
classes, which will entitle the holders to receive principal distributions
according to a specified principal payment schedule. Although prepayment risk
cannot be eliminated entirely for any class of certificates, a controlled
amortization class will generally provide a relatively stable cash flow so long
as the actual rate of prepayment on the mortgage loans in the trust remains
relatively constant at the rate of prepayment used to establish the specific
principal payment schedule for the certificates. Prepayment risk concerning 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.

     As described in the prospectus supplement, a companion class may entitle
the holders to a disproportionately large share of prepayments on the mortgage
loans in the trust when the rate of prepayment is relatively fast, and/or may
entitle the holders to a disproportionately small share of prepayments on the
mortgage loans in the trust when the rate of prepayment is relatively slow. 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 trust were allocated on a
pro rata basis.

CERTIFICATES PURCHASED AT A PREMIUM OR A DISCOUNT WILL BE SENSITIVE TO THE RATE
OF PRINCIPAL PAYMENT.

     A series of certificates may include one or more classes offered at a
premium or discount. Yields on those classes of certificates will be sensitive,
and in some cases extremely sensitive, to prepayments on the mortgage loans in
the trust fund. If the amount of interest payable with respect to a class is
disproportionately large as compared to the amount of principal, as with certain
classes


                                       13


of stripped interest certificates, a holder might fail to recover its original
investment under some prepayment scenarios. The yield to maturity of any class
of certificates may vary from the anticipated yield due to the degree to which
the certificates are purchased at a discount or premium and the amount and
timing of distributions.

     You should consider, in the case of any 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. In the case of any certificate purchased at a
premium, you should consider the risk that a faster than anticipated rate of
principal payments could result in an actual yield to such investor that is
lower than the anticipated yield.

THE NATURE OF RATINGS ARE LIMITED AND WILL NOT GUARANTEE THAT YOU WILL RECEIVE
ANY PROJECTED RETURN ON YOUR CERTIFICATES.

     Any rating assigned by a rating agency to a class of certificates will
reflect only its assessment of the likelihood that holders of the certificates
will receive payments to which the certificateholders are entitled under the
related pooling and servicing agreement. Such rating will not constitute an
assessment of the likelihood that--

     o  principal prepayments on the related mortgage loans will be made;

     o  the degree to which the rate of such prepayments might differ from that
        originally anticipated; or

     o  the likelihood of early optional termination of the trust.

     Any rating will not address the possibility that prepayment of the mortgage
loans at a higher or lower rate than anticipated by an investor may cause such
investor to experience a lower than anticipated yield or that an investor
purchasing a certificate at a significant premium might fail to recover its
initial investment under certain prepayment scenarios. Therefore, a rating
assigned by a rating agency does not guarantee or ensure the realization of any
anticipated yield on a class of certificates.

     The amount, type and nature of credit support given a series of
certificates will be determined on the basis of criteria established by each
rating agency rating classes of the certificates of such series. Those criteria
are sometimes based upon an actuarial analysis of the behavior of mortgage loans
in a larger group. There can be no assurance that the historical data supporting
any such 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. In other cases, such criteria may be based upon determinations of the
values of the properties that provide security for the mortgage loans. However,
we cannot assure you that those values will not decline in the future. As a
result, the credit support required in respect of the certificates of any series
may be insufficient to fully protect the holders of such certificates from
losses on the related mortgage asset pool.

CERTAIN FACTORS AFFECTING DELINQUENCY, FORECLOSURE AND LOSS OF THE MORTGAGE
LOANS.

     Mortgage loans made on the security of multifamily or commercial property
may have a greater likelihood of delinquency and foreclosure, and a greater
likelihood of loss than 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 such property rather than upon the existence of independent income
or assets of the borrower. Therefore, the value of an income-producing property
is directly related to the net operating income derived from such 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
properties or on properties leased to a single tenant or in which only a few
tenants


                                       14


produce a material amount of the rental income. As the primary component of the
net operating income of a property, rental income (and maintenance payments
from tenant stockholders of a Cooperative) and the value of any property are
subject to the vagaries of the applicable real estate market and/or business
climate. Properties typically leased, occupied or used on a short-term basis,
such as health care-related facilities, hotels and motels, and mini-warehouse
and self-storage facilities, tend to be affected more rapidly by changes in
market or business conditions than do properties leased, occupied or used for
longer periods, such as (typically) warehouses, retail stores, office buildings
and industrial plants. Commercial Properties may be secured by owner-occupied
properties or properties leased to a single tenant. Therefore, a decline in the
financial condition of the borrower or a single tenant may have a
disproportionately greater effect on the net operating income from such
properties than would be the case with respect to properties with multiple
tenants.

     Changes in the expense components of the net operating income of a property
due to the general economic climate or economic conditions in a locality or
industry segment, such as (1) increases in interest rates, real estate and
personal property tax rates and other operating expenses including energy costs,
(2) changes in governmental rules, regulations and fiscal policies, including
environmental legislation, and (3) acts of God may also affect the net operating
income and the value of the property and the risk of default on the related
mortgage loan. In some cases leases of properties may provide that the lessee,
rather than the mortgagor, is responsible for payment of certain of these
expenses. However, because leases are subject to default risks as well as when a
tenant's income is insufficient to cover its rent and operating expenses, the
existence of such "net of expense" provisions will only temper, not eliminate,
the impact of expense increases on the performance of the related mortgage loan.

     Additional considerations may be presented by the type and use of a
particular property. For instance, properties that operate as hospitals and
nursing homes are subject to significant governmental regulation of the
ownership, operation, maintenance and financing of health care institutions.
Hotel, motel and restaurant properties are often operated pursuant to franchise,
management or operating agreements that may be terminable by the franchisor or
operator. The transferability of a hotel's or restaurant's operating, liquor and
other licenses upon a transfer of the hotel or the restaurant, whether through
purchase or foreclosure, is subject to local law requirements.

     In addition, the concentration of default, foreclosure and loss risks in
mortgage loans in the trust will generally be greater than for pools of
single-family loans because mortgage loans in the trust generally will consist
of a smaller number of higher balance loans than would a pool of single-family
loans of comparable aggregate unpaid principal balance.

     Limited Recourse Nature of the Mortgage Loans May Make Recovery Difficult
in the Event that a Mortgage Loan Defaults. We anticipate that some or all of
the mortgage loans included in any trust fund will be nonrecourse loans or loans
for which recourse may be restricted or unenforceable. In this type of mortgage
loan, recourse in the event of borrower default will be limited to the specific
real property and other assets 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, we cannot assure you that enforcement of
such recourse provisions will be practicable, or that the assets of the borrower
will be sufficient to permit a recovery concerning a defaulted mortgage loan in
excess of the liquidation value of the related property.

     Cross-Collateralization Provisions May Have Limitations on Their
Enforceability. A mortgage pool may include groups of mortgage loans which are
cross-collateralized and cross-defaulted. These arrangements are designed
primarily to ensure that all of the collateral pledged to secure the respective
mortgage loans in a cross-collateralized group. Cash flows generated on these
type of mortgage loans are available to support debt service on, and ultimate
repayment of, the total indebtedness. These arrangements seek to reduce the risk
that the inability of one or more of the mortgaged properties securing any such
group of mortgage loans to generate net operating income sufficient to pay debt
service will result in defaults and ultimate losses.


                                       15


     If the properties securing a group of mortgage loans which are
cross-collateralized are not all owned by the same entity, creditors of one or
more of the related borrowers could challenge the cross-collateralization
arrangement as a fraudulent conveyance. Under federal and state fraudulent
conveyance statutes, the incurring of an obligation or the transfer of property
by a person will be subject to avoidance under certain circumstances if the
person did not receive fair consideration or reasonably equivalent value in
exchange for such obligation or transfer and was then insolvent, was rendered
insolvent by such obligation or transfer or had unreasonably small capital for
its business. A creditor seeking to enforce remedies against a property subject
to such cross-collateralization to repay such creditor's claim against the
related borrower could assert that--

     o  such borrower was insolvent at the time the cross-collateralized
        mortgage loans were made; and

     o  such borrower did not, when it allowed its property to be encumbered by
        a lien securing the indebtedness represented by the other mortgage loans
        in the group of cross-collateralized mortgage loans, receive fair
        consideration or reasonably equivalent value for, in effect,
        "guaranteeing" the performance of the other borrowers.

     Although the borrower making such "guarantee" will be receiving
"guarantees" from each of the other borrowers in return, we cannot assure you
that such exchanged "guarantees" would be found to constitute fair consideration
or be of reasonably equivalent value.

     The cross-collateralized mortgage loans may be secured by mortgage liens on
properties located in different states. Because of various state laws governing
foreclosure or the exercise of a power of sale and because foreclosure actions
are usually brought in state court, and the courts of one state cannot exercise
jurisdiction over property in another state, it may be necessary upon a default
under any such mortgage loan to foreclose on the related mortgaged properties in
a particular order rather than simultaneously in order to ensure that the lien
of the related mortgages is not impaired or released.

     Increased Risk of Default Associated With Balloon Payments. Some of the
mortgage loans included in the trust may be nonamortizing or only partially
amortizing over their terms to maturity. These types of mortgage loans will
require substantial payments of principal and interest (that is, balloon
payments) at their stated maturity. These loans involve a greater likelihood of
default 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 property. The ability of a borrower to accomplish
either of these goals will be affected by--

     o  the value of the related property;

     o  the level of available mortgage rates at the time of sale or
        refinancing;

     o  the borrower's equity in the related property;

     o  the financial condition and operating history of the borrower and the
        related property;

     o  tax laws;

     o  rent control laws (pertaining to certain residential properties);

     o  Medicaid and Medicare reimbursement rates (pertaining to hospitals and
        nursing homes);

     o  prevailing general economic conditions; and

     o  the availability of credit for loans secured by multifamily or
        commercial property.

     Neither Banc of America Commercial Mortgage Inc. nor any of its affiliates
will be required to refinance any mortgage loan.

     As specified in the prospectus supplement, the master servicer or the
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. Although the master servicer or the special servicer generally will be
required to determine that any such extension or modification is reasonably
likely


                                       16


to produce a greater recovery than liquidation, taking into account the time
value of money, we cannot assure you that any such extension or modification
will in fact increase the present value of receipts from or proceeds of the
affected mortgage loans.

     The Lender Under a Mortgage Loan May Have Difficulty Collecting Rents Upon
the Default and/or Bankruptcy of the Related Borrower. Each mortgage loan
included in the trust secured by property that is subject to leases typically
will be secured by an assignment of leases and rents. Under such an assignment,
the mortgagor assigns to the mortgagee its right, title and interest as lessor
under the leases of the related property, and the income derived, as further
security for the related mortgage loan, while retaining a license to collect
rents for so long as there is no default. If the borrower defaults, the license
terminates and the lender is entitled to collect rents. Some state laws may
require that the lender take possession of the 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.

     The Enforceability of Due-on-Sale and Debt-Acceleration Clauses May Be
Limited in Certain Situations. Mortgages may contain a due-on-sale clause, which
permits the lender to accelerate the maturity of the mortgage loan if the
borrower sells, transfers or conveys the related property or its interest in the
property. Mortgages also may include a debt-acceleration clause, which permits
the lender to accelerate the debt upon a monetary or nonmonetary default of the
mortgagor. Such clauses are generally enforceable subject to certain exceptions.
The courts of all states will enforce clauses providing for acceleration in the
event of a material payment default. The equity courts of any state, however,
may refuse the foreclosure of a mortgage or deed of trust when an acceleration
of the indebtedness would be inequitable or unjust or the circumstances would
render the acceleration unconscionable.

     Adverse Environmental Conditions May Subject a Mortgage Loan to Additional
Risk. Under the laws of certain 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 such
property. In addition, under the laws of some states and under the federal
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, a lender may be liable, as an "owner" or "operator", for costs of
addressing releases or threatened releases of hazardous substances at a
property, if agents or employees of the lender have become sufficiently involved
in the operations of the borrower, regardless of whether the environmental
damage or threat was caused by the borrower or a prior owner. A lender also
risks such liability on foreclosure of the mortgage.

     Certain Special Hazard Losses May Subject Your Certificates to an Increased
Risk of Loss. Unless otherwise specified in a prospectus supplement, the master
servicer and special servicer for the trust will be required to cause the
borrower on each mortgage loan in the trust to maintain such insurance coverage
in respect of the property as is required under the related mortgage, including
hazard insurance. As described in the prospectus supplement, the master servicer
and the special servicer may satisfy its obligation to cause hazard insurance to
be maintained with respect to any property 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.
Although the policies covering the 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, most
such policies typically do not cover any physical damage resulting from war,
revolution, governmental actions, floods and other water- related causes, earth
movement (including earthquakes, landslides and mudflows), wet or dry rot,
vermin, domestic animals and certain other kinds of risks. Unless the mortgage
specifically requires the mortgagor to insure against physical damage arising
from such causes, then, to the extent any consequent losses are not covered by
credit support, such losses may be borne, at least in part, by the holders of
one or more classes of certificates of the related series.


                                       17


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

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

INCLUSION OF DELINQUENT MORTGAGE LOANS IN A MORTGAGE ASSET POOL.

     If provided in the prospectus supplement, the trust fund for a particular
series of certificates may include mortgage loans that are past due. As
specified in the related prospectus supplement, the servicing of such mortgage
loans will be performed by the special servicer. The same entity may act as both
master servicer and special servicer. Credit support provided with respect to a
particular series of certificates may not cover all losses related to such
delinquent mortgage loans, and investors should consider the risk that the
inclusion of such mortgage loans in the trust fund may adversely affect the rate
of defaults and prepayments concerning the subject mortgage asset pool and the
yield on the certificates of such series.

                             PROSPECTUS SUPPLEMENT

     To the extent appropriate, the prospectus supplement relating to each
series of offered certificates will contain--

     o  a description of the class or classes of such offered certificates,
        including the payment provisions with respect to each such class, the
        aggregate principal amount (if any) of each such class, the rate at
        which interest accrues from time to time (if at all), with respect to
        each such class or the method of determining such rate, and whether
        interest with respect to each such class will accrue from time to time
        on its aggregate principal amount (if any) or on a specified notional
        amount (if at all);

     o  information with respect to any other classes of certificates of the
        same series;

     o  the respective dates on which distributions are to be made;

     o  information as to the assets, including the mortgage assets,
        constituting the related trust fund;

     o  the circumstances, if any, under which the related trust fund may be
        subject to early termination;

     o  additional information with respect to the method of distribution of
        such offered certificates;

     o  whether one or more REMIC elections will be made and the designation of
        the "regular interests" and "residual interests" in each REMIC to be
        created and the identity of the person responsible for the various
        tax-related duties in respect of each REMIC to be created;

     o  the initial percentage ownership interest in the related trust fund to
        be evidenced by each class of certificates of such series;

     o  information concerning the trustee of the related trust fund;


                                       18


     o  if the related trust fund includes mortgage loans, information
        concerning the master servicer and any special servicer of such mortgage
        loans and the circumstances under which all or a portion, as specified,
        of the servicing of a mortgage loan would transfer from the master
        servicer to the special servicer;

     o  information as to the nature and extent of subordination of any class of
        certificates of such series, including a class of offered certificates;
        and

     o  whether such offered certificates will be initially issued in definitive
        or book-entry form.

                   CAPITALIZED TERMS USED IN THIS PROSPECTUS

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


                                       19


                        DESCRIPTION OF THE TRUST FUNDS


GENERAL

     The primary assets of each trust fund will consist of mortgage assets which
will include--

     o  various types of multifamily or commercial mortgage loans;

     o  mortgage participations, 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; or

     o  a combination of such mortgage loans and mortgage backed securities.

     We will establish each trust fund and select each mortgage asset. We will
purchase mortgage assets to be included in the trust fund and select each
mortgage asset from the Mortgage Asset Seller who may not have originated the
mortgage asset or issued the MBS and may be our affiliate.

     We will not insure or guaranty the mortgage assets nor will any of its
affiliates or, unless otherwise provided in the related prospectus supplement,
by any governmental agency or instrumentality or by any other person. The
discussion below under the heading "-- Mortgage Loans", unless otherwise noted,
applies equally to mortgage loans underlying any MBS included in a particular
trust fund.

MORTGAGE LOANS

     General. The mortgage loans will be evidenced by promissory notes (referred
to in this prospectus as mortgage notes) notes secured by mortgages, deeds of
trust or similar security instruments (referred to in this prospectus as
mortgages) that create first or junior liens on fee or leasehold estates in
properties consisting of--

     o  residential properties consisting of five or more rental or
        cooperatively-owned dwelling units in high-rise, mid-rise or garden
        apartment buildings or other residential structures; or

     o  office buildings, retail stores and establishments, hotels or motels,
        nursing homes, hospitals or other health care-related facilities,
        recreational vehicle and mobile home parks, warehouse facilities,
        mini-warehouse facilities, self-storage facilities, industrial plants,
        parking lots, entertainment or sports arenas, restaurants, marinas,
        mixed use or various other types of income-producing properties or
        unimproved land.

     These multifamily properties may include mixed commercial and residential
structures and apartment buildings owned by private cooperative housing
corporations. However, no one of the following types of commercial properties
will represent security for a material concentration of the mortgage loans in
any trust fund, based on principal balance at the time such trust fund is
formed: (1) restaurants; (2) entertainment or sports arenas; (3) marinas; or (4)
nursing homes, hospitals or other health care-related facilities. Unless
otherwise specified in the related prospectus supplement, each mortgage will
create a first 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 such leasehold will exceed the term of the mortgage note by at
least ten years. Unless otherwise specified in the related prospectus
supplement, each mortgage loan will have been originated by a person other than
us; however, such person may be or may have been our affiliate.

     If so provided in the related prospectus supplement, mortgage assets for a
series of certificates may include mortgage loans secured by junior liens, and
the loans secured by the related senior liens may not be included in the
mortgage pool. The primary risk to holders of mortgage loans secured by junior
liens is the possibility that adequate funds will not be received in connection
with a foreclosure of the related senior liens to satisfy fully both the senior
liens and the mortgage loan. In the event that a holder of a senior lien
forecloses on a mortgaged property, the proceeds of the foreclosure or similar
sale will be applied first to the payment of court costs and fees in connection



                                       20


with the foreclosure, second to real estate taxes, third in satisfaction of all
principal, interest, prepayment or acceleration penalties, if any, and any
other sums due and owing to the holder of the senior liens. The claims of the
holders of the senior liens will be satisfied in full out of proceeds of the
liquidation of the related mortgaged property, if such proceeds are sufficient,
before the trust fund as holder of the junior lien receives any payments in
respect of the mortgage loan. If the master servicer were to foreclose on any
mortgage loan, it would do so subject to any related senior liens. In order for
the debt related to such mortgage loan to be paid in full at such sale, a
bidder at the foreclosure sale of such mortgage loan would have to bid an
amount sufficient to pay off all sums due under the mortgage loan and any
senior liens or purchase the mortgaged property subject to such senior liens.
In the event that such proceeds from a foreclosure or similar sale of the
related mortgaged property are insufficient to satisfy all senior liens and the
mortgage loan in the aggregate, the trust fund, as the holder of the junior
lien, and, accordingly, holders of one or more classes of the certificates of
the related series bear--

     o  the risk of delay in distributions while a deficiency judgment against
        the borrower is obtained; and

     o  the risk of loss if the deficiency judgment is not obtained and
        satisfied. Moreover, deficiency judgments may not be available in
        certain jurisdictions, or the particular mortgage loan may be a
        nonrecourse loan, which means that, absent special facts, recourse in
        the case of default will be limited to the mortgaged property and such
        other assets, if any, that were pledged to secure repayment of the
        mortgage loan.

     If so specified in the related prospectus supplement, the mortgage assets
for a particular series of certificates may include mortgage loans that are
delinquent as of the date such certificates are issued. In that case, the
related prospectus supplement will set forth, as to each such mortgage loan,
available information as to the period of such delinquency, any forbearance
arrangement then in effect, the condition of the related mortgaged property and
the ability of the mortgaged property to generate income to service the mortgage
debt.

     Default and Loss Considerations with Respect to the Mortgage Loans.
Mortgage loans secured by liens on income-producing properties are substantially
different from loans made on the security of owner-occupied single-family homes.
The repayment of a loan secured by a lien on an income-producing property is
typically dependent upon the successful operation of such property (that is, its
ability to generate income). Moreover, as noted above, some or all of the
mortgage loans included in a particular trust fund may be nonrecourse loans.

     Lenders typically look to the Debt Service Coverage Ratio of a loan secured
by income-producing property as an important factor in evaluating the likelihood
of default on such a loan. The Net Operating Income of a mortgaged property will
generally 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 nonowner occupied, income-producing property, rental
income (and, with respect to a mortgage loan secured by a cooperative apartment
building, maintenance payments from tenant-stockholders of a Cooperative) may be
affected by the condition of the applicable real estate market and/or area
economy. In addition, properties typically leased, occupied or used on a
short-term basis, such as certain health care-related facilities, hotels and
motels, and mini-warehouse and self-storage facilities, tend to be affected more
rapidly by changes in market or business conditions than do properties 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 such properties may pose a
greater likelihood of default and loss than loans secured by liens on
Multifamily Properties or on multi-tenant Commercial Properties.

     Increases in 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


                                       21


fiscal policies, may also affect the likelihood 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 such "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.

     Lenders also look to the Loan-to-Value Ratio of a mortgage loan as a factor
in evaluating the likelihood of loss if a property 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, and thus (a) the greater the
incentive of the borrower to perform under the terms of the related mortgage
loan (in order to protect such equity) and (b) the greater the cushion provided
to the lender against loss on liquidation following a default.

     Loan-to-Value Ratios will not necessarily constitute an accurate measure of
the likelihood 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
certain factors including changes in economic conditions and the real estate
market. 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 (recent resale value of comparable
        properties at the date of the appraisal), the cost replacement method
        (the cost of replacing the property at such date);

     o  the income capitalization method (a projection of value based upon the
        property's projected net cash flow); and

     o  or upon a selection from or interpolation of the values derived from
        such 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 the
likelihood of default and loss, is even more difficult.

     Although there may be multiple methods for determining the value of a
mortgaged property, value will in all cases be affected by property performance.
As a result, if a mortgage loan defaults because the income generated by the
related mortgaged property is insufficient to cover operating costs and expenses
and pay debt service, then the value of the mortgaged property will reflect that
and a liquidation loss may occur.

     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
such factors will in fact have been prudently considered by the originators of
the mortgage loans, or that, for a particular mortgage loan, they are complete
or relevant. See "Risk Factors--Certain Factors Affecting Delinquency,
Foreclosure and Loss of the Mortgage Loans--General" and "--Certain Factors
Affecting Delinquency, Foreclosure and Loss of the Mortgage Loans--Increased
Risk of Default Associated With Balloon Payments".

     Payment Provisions of the Mortgage Loans. All of the mortgage loans will
(1) have had original terms to maturity of not more than 40 years and (2)
provide for scheduled payments of principal, interest or both, to be made on
specified dates that occur monthly, quarterly, semi-annually or annually. A
mortgage loan may--

     o  provide for no accrual of interest or for accrual of interest at an
        interest rate that is fixed over its term or that adjusts from time to
        time, or that may be converted at the borrower's election from an
        adjustable to a fixed Mortgage Rate, or from a fixed to an adjustable
        Mortgage Rate;


                                       22


     o  provide for level payments to maturity or for payments that adjust from
        time to time to accommodate changes in its interest rate or to reflect
        the occurrence of certain events, and may permit negative amortization;

     o  may be fully amortizing or may be partially amortizing or nonamortizing,
        with a balloon payment due on its stated maturity date; and

     o  may prohibit over its term or for a certain period prepayments and/or
        require payment of a premium or a yield maintenance payment in
        connection with certain prepayments, in each case as described in the
        related prospectus supplement.

     A mortgage loan may also contain a provision that entitles the lender to a
share of appreciation of the related mortgaged property, or profits realized
from the operation or disposition of such mortgaged property or the benefit, if
any, resulting from the refinancing of the mortgage loan, as described in the
related prospectus supplement. See "Certain Legal Aspects of the Mortgage
Loans--Default Interest and Limitations on Prepayments" in the prospectus
regarding the enforceability of prepayment premiums and yield maintenance
charges.

     Mortgage Loan Information in Prospectus Supplements. Each prospectus
supplement will contain certain information pertaining to the mortgage loans in
the related trust fund, which, to the extent then applicable, will generally
include the following:

     o  the aggregate outstanding principal balance and the largest, smallest
        and average outstanding principal balance of the mortgage loans;

     o  the type or types of property that provide security for repayment of the
        mortgage loans;

     o  the earliest and latest origination date and maturity date of the
        mortgage loans;

     o  the original and remaining terms to maturity of the mortgage loans, or
        the respective ranges of such terms to maturity, and the weighted
        average original and remaining terms to maturity of the mortgage loans;

     o  the Loan-to-Value Ratios of the mortgage loans (either at origination or
        as of a more recent date), or the range of the Loan-to-Value-Ratios, and
        the weighted average of such Loan-to-Value Ratios;

     o  the Mortgage Rates borne by the mortgage loans, or the range of the
        Mortgage Rate, and the weighted average Mortgage Rate borne by the
        mortgage loans;

     o  with respect to mortgage loans with adjustable Mortgage Rates, the index
        or indices upon which such 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 such mortgage loan;

     o  information regarding the payment characteristics of the mortgage loans,
        including, without limitation, balloon payment and other amortization
        provisions, Lock-out Periods and Prepayment Premiums;

     o  the Debt Service Coverage Ratios of the mortgage loans (either at
        origination or as of a more recent date), or the range Debt Service
        Coverage Ratios, and the weighted average of such Debt Service Coverage
        Ratios, and

     o  the geographic distribution of the mortgaged properties on a
        state-by-state basis. In appropriate cases, the related prospectus
        supplement will also contain certain information available us that
        pertains to the provisions of leases and the nature of tenants of the
        mortgaged properties. If we are unable to provide the specific
        information described above at the time any offered certificates of a
        series are initially offered, more 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 Securities and Exchange Commission within fifteen days following
        their issuance.


                                       23


     If any mortgage loan, or group of related mortgage loans, constitutes a
concentration of credit risk, financial statements or other financial
information with respect to the related mortgaged property or mortgaged
properties will be included in the related prospectus supplement.

     If and to the extent available and relevant to an investment decision in
the offered certificates of the related series, information regarding the
prepayment experience of a master servicer's multifamily and/or commercial
mortgage loan servicing portfolio will be included in the related prospectus
supplement. However, many servicers do not maintain records regarding such
matters or, at least, not in a format that can be readily aggregated. In
addition, the relevant characteristics of a master servicer's servicing
portfolio may be so materially different from those of the related mortgage
asset pool that such prepayment experience would not be meaningful to an
investor. For example, differences in geographic dispersion, property type
and/or loan terms (e.g., mortgage rates, terms to maturity and/or prepayment
restrictions) between the two pools of loans could render the master servicer's
prepayment experience irrelevant. Because of the nature of the assets to be
serviced and administered by a special servicer, no comparable prepayment
information will be presented with respect to the special servicer's multifamily
and/or commercial mortgage loan servicing portfolio.

MBS

     MBS may include (1) private-label (that is, not issued, insured or
guaranteed by the United States or any agency or instrumentality of the United
States) mortgage participations, mortgage pass-through certificates or other
mortgage-backed securities or (2) certificates issued and/or insured or
guaranteed by the Federal Home Loan Mortgage Corporation, the Federal National
Mortgage Association, the Governmental National Mortgage Association or the
Federal Agricultural Mortgage Corporation, 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.

     Except in the case of a pro rata mortgage participation in a single
mortgage loan or a pool of mortgage loans, each MBS included in a mortgage asset
pool: (a) either will (1) have been previously registered under the Securities
Act of 1933, as amended, (2) be exempt from such registration requirements or
(3) have been held for at least the holding period specified in Rule 144(k)
under the Securities Act of 1933, as amended; and (b) will have been acquired
(other than from us or any of our affiliates) in bona fide secondary market
transactions.

     Any MBS will have been issued pursuant to a MBS agreement which is 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 be parties to the MBS agreement, generally
together 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 the offered certificates described in this prospectus.
Distributions in respect of the MBS will be made by the issuer of the MBS, the
servicer of the MBS, or the trustee of the MBS agreement or the MBS trustee on
the dates specified in the related prospectus supplement. The issuer of the MBS
or the MBS servicer or another person specified in the related prospectus
supplement may have the right or obligation to repurchase or substitute assets
underlying the MBS after a certain date or under other circumstances specified
in the related prospectus supplement.

     Reserve funds, subordination or other credit support similar to that
described for the offered certificates under "Description of Credit Support" may
have been provided with respect to the MBS. The type, characteristics and amount
of such 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.


                                       24


     The prospectus supplement for a series of certificates that evidence
interests in MBS will specify, to the extent available--

     o  the aggregate approximate initial and outstanding principal amount(s)
        and type of the MBS to be included in the trust fund;

     o  the original and remaining term(s) to stated maturity of the MBS, if
        applicable;

     o  the pass-through or bond rate(s) of the MBS or the formula for
        determining such rate(s);

     o  the payment characteristics of the MBS;

     o  the issuer of the MBS, servicer of the MBS and trustee of the MBS, as
        applicable, of each of the MBS;

     o  a description of the related credit support, if any;

     o  the circumstances under which the related underlying mortgage loans, or
        the MBS themselves, may be purchased prior to their maturity;

     o  the terms on which mortgage loans may be substituted for those
        originally underlying the MBS;

     o  the type of mortgage loans underlying the MBS and, to the extent
        available and appropriate under the circumstances, such other
        information in respect of the underlying mortgage loans described under
        "--Mortgage Loans--Mortgage Loan Information in Prospectus Supplements";
        and

     o  the characteristics of any cash flow agreements that relate to the MBS.

CERTIFICATE ACCOUNTS

     Each trust fund will include one or more accounts established and
maintained on behalf of the certificateholders into which all payments and
collections received or advanced with respect to the mortgage assets and other
assets in the trust fund will be deposited to the extent described in this
prospectus and in the related prospectus supplement. See "The Pooling and
Servicing Agreements-- Certificate Account".

CREDIT SUPPORT

     If so provided in the prospectus supplement for a series of certificates,
partial or full protection against certain defaults and losses on the mortgage
assets in the related trust fund may be provided to one or more classes of
certificates of such series in the form of subordination of one or more other
classes of certificates of such series or by one or more other types of credit
support, such as a letter of credit, insurance policy, guarantee or reserve
fund, among others, or a combination of subordination and credit support. The
amount and types of credit support, the identity of the entity providing it (if
applicable) and related information with respect to each type of credit support,
if any, will be set forth in the prospectus supplement for a series of
certificates. See "Risk Factors-- Credit Support Limitations" 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 such series will be
invested at a specified rate. The related trust fund may also include certain
other agreements, such as interest rate exchange agreements, interest rate cap
or floor agreements, or other agreements designed to reduce the effects of
interest rate fluctuations on the mortgage assets on one or more classes of
certificates. The principal terms of any such cash flow agreement, including,
without limitation, provisions relating to the timing, manner and amount of
payments and provisions relating to the termination of the cash flow agreement,
will be described in the related prospectus supplement. The related prospectus
supplement will also identify the obligor under any such cash flow agreement.


                                       25


                       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. See "Risk Factors--Effect of
Prepayments on Average Life of Certificates". The following discussion
contemplates a trust fund that consists solely of mortgage loans. While the
characteristics and behavior of mortgage loans underlying an MBS can generally
be expected to have the same effect on the yield to maturity and/or weighted
average life of a class of certificates as will the characteristics and behavior
of comparable mortgage loans, the effect may differ due to the payment
characteristics of the MBS. If a trust fund includes MBS, the related prospectus
supplement will discuss the effect, if any, that the payment characteristics of
the MBS 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 such
series or, in the case of a class of offered certificates with a variable or
adjustable pass-through rate, the method of determining the pass-through rate;
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 cash
flow agreement.

PAYMENT DELAYS

     With respect to any series of certificates, a period of time will elapse
between the date upon which payments on the mortgage loans in the related trust
fund are due and the Distribution Date on which such payments are passed through
to certificateholders. That delay will effectively reduce the yield that would
otherwise be produced if payments on such mortgage loans were distributed to
certificateholders on the date they were due.

CERTAIN SHORTFALLS IN COLLECTIONS OF INTEREST

     When a principal prepayment in full or in part is made on a mortgage loan,
the borrower is generally charged interest on the amount of such prepayment only
through the date of such 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. If a prepayment on any mortgage loan is
distributable to Certificateholders on a particular Distribution Date, but such
prepayment is not accompanied by interest to the Due Date for such 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 such shortfall is allocated to a class of
offered certificates, the yield will be adversely affected. The prospectus
supplement for each series of certificates will describe the manner in which any
such shortfalls will be allocated among the classes of such certificates. The
related prospectus supplement will also describe any amounts available to offset
such shortfalls.

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 the
principal payments to reduce the


                                       26


principal balance (or notional amount, if applicable) of such certificate. The
rate of principal payments on the mortgage loans in any trust fund will in turn
be affected by the amortization schedules of the mortgage loans (which, in the
case of mortgage loans, may change periodically to accommodate adjustments to
the corresponding Mortgage Rates), the dates on which any balloon payments are
due, and the rate of principal prepayments (including for this purpose,
voluntary prepayments by borrowers and also prepayments resulting from
liquidations of mortgage loans due to defaults, casualties or condemnations
affecting the related mortgaged properties, or purchases of mortgage loans out
of the related trust fund). Because the rate of principal prepayments on the
mortgage loans in any trust fund will depend on future events and a variety of
factors (as described below), no assurance can be given as to such rate.

     The extent to which the yield to maturity of a class of offered
certificates of any series may vary from the anticipated yield will depend upon
the degree to which they are purchased at a discount or premium and when, and to
what degree, payments of principal on the mortgage loans in the related trust
fund are in turn distributed on such certificates (or, in the case of a class of
Stripped Interest Certificates, result in the reduction of the notional amount
of the Stripped Interest Certificates). An investor should consider, in the case
of any offered certificate purchased at a discount, the risk that a slower than
anticipated rate of principal payments on the mortgage loans in the related
trust fund could result in an actual yield to such investor that is lower than
the anticipated yield and, in the case of any offered certificate purchased at a
premium, the risk that a faster than anticipated rate of principal payments on
such mortgage loans could result in an actual yield to such investor that is
lower than the anticipated yield. In addition, if an investor purchases an
offered certificate at a discount (or premium), and principal payments are made
in reduction of the principal balance or notional amount of such investor's
offered certificates at a rate slower (or faster) than the rate anticipated by
the investor during any particular period, any consequent adverse effects on
such investor's yield would not be fully offset by a subsequent increase (or
decrease) in the rate of principal payments.

     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 such Stripped Interest Certificates will be
inversely related to the rate at which payments and other collections of
principal are received on such mortgage assets or distributions are made in
reduction of the Certificate Balances of such classes of 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 such mortgage loans will negatively affect the yield to investors
in Stripped Interest Certificates. If the offered certificates of a series
include any such certificates, the related prospectus supplement will include a
table showing the effect of various constant assumed levels of prepayment on
yields on such certificates. Such tables will be intended to illustrate the
sensitivity of yields to various constant assumed prepayment rates and will not
be intended to predict, or to provide information that will enable investors to
predict, yields or prepayment rates.

     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--

     o  the availability of mortgage credit, the relative economic vitality of
        the area in which the mortgaged properties are located;

     o  the quality of management of the mortgaged properties;


                                       27


     o  the servicing of the mortgage loans; and

     o  possible changes in tax laws and other opportunities for investment.

     In general, those factors which increase the attractiveness of selling a
mortgaged property or refinancing a mortgage loan or which enhance a borrower's
ability to do so, as well as those factors which increase the likelihood of
default under a mortgage loan, would be expected to cause the rate of prepayment
in respect of any mortgage asset pool to accelerate. In contrast, those factors
having an opposite effect would be expected to cause the rate of prepayment of
any mortgage asset pool to slow.

     The rate of principal payments on the mortgage loans in any trust fund may
also 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 such provisions may be practicably enforced. To the extent enforceable,
such provisions could constitute either an absolute prohibition (in the case of
a Lock-out Period) or a disincentive (in the case of a Prepayment Premium) to a
borrower's voluntarily prepaying its mortgage loan, thereby slowing the rate of
prepayments.

     The rate of prepayment on a pool of mortgage loans is likely to be affected
by prevailing market interest rates for mortgage loans of a comparable type,
term and risk level. 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 adjustable rate mortgage loans, as prevailing
market interest rates decline, and without regard to whether the Mortgage Rates
on such adjustable rate mortgage loans decline in a manner consistent with the
prevailing market interest rates, the related borrowers may have an increased
incentive to refinance for purposes of either (1) converting to a fixed rate
loan and thereby "locking in" such rate or (2) taking advantage of a different
index, margin or rate cap or floor on another adjustable rate mortgage loan.
Therefore, as prevailing market interest rates decline, prepayment speeds would
be expected to accelerate.

     Depending on prevailing market interest rates, the outlook for market
interest rates and economic conditions generally, some borrowers may sell
mortgaged properties in order to realize their equity in the mortgaged
properties, to meet cash flow needs or to make other investments. In addition,
some borrowers may be motivated by federal and state tax laws (which are subject
to change) to sell mortgaged properties prior to the exhaustion of tax
depreciation benefits. We make no representation as to the particular factors
that will affect the prepayment of the mortgage loans in any trust fund, as to
the relative importance of such factors, as to the percentage of the principal
balance of such mortgage loans that will be paid as of any date or as to the
overall rate of prepayment on such 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 such series. Unless otherwise
specified in the related prospectus supplement, 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 such 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 by borrowers and
also prepayments resulting from liquidations of mortgage loans due to default,
casualties or condemnations affecting the related mortgaged properties and
purchases of mortgage loans out of the related trust fund), is paid to such
class. Prepayment rates on loans are commonly measured relative to a prepayment
standard or model, such as the CPR prepayment model or the SPA prepayment model.
CPR represents an assumed constant rate of prepayment each month (expressed as
an annual percentage) relative to the then outstanding principal balance of a
pool of mortgage loans for the life of such loans. SPA represents an assumed
variable rate of prepayment each month (expressed as an annual percentage)
relative to the then outstanding


                                       28


principal balance of a pool of mortgage 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 such 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 mortgage loans.
Moreover, the CPR and SPA models were developed based upon historical prepayment
experience for single-family mortgage 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 such series with a Certificate Balance,
and the percentage of the initial Certificate Balance of each such class that
would be outstanding on specified Distribution Dates, based on the assumptions
stated in such 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 such other rates specified in such prospectus
supplement. Such 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.

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 possibility 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 master
servicer or the special servicer, to the extent and under the circumstances set
forth in this prospectus and in the related prospectus supplement, may be
authorized to modify mortgage loans that are in default or as to which a payment
default is imminent. Any defaulted balloon payment or modification that extends
the maturity of a mortgage loan may delay distributions of principal on a class
of offered certificates and thereby extend the weighted average life of such
certificates and, if such certificates were purchased at a discount, reduce the
yield.

     Negative Amortization. The weighted average life of a class of certificates
can be affected by mortgage loans that permit negative amortization to occur
(that is, mortgage loans that provide for the current payment of interest
calculated at a rate lower than the rate at which interest accrues, with the
unpaid portion of such interest being added to the related principal balance).
Negative amortization on one or more mortgage loans in any trust fund may result
in negative amortization on the offered certificates of the related series. The
related prospectus supplement will describe, if applicable, the manner in which
negative amortization in respect of the mortgage loans in any trust fund is
allocated among the respective classes of certificates of the related series.
The portion of any mortgage loan negative amortization allocated to a class of
certificates may result in a deferral of some or all of the interest payable,
which deferred interest may be added to the Certificate Balance of the
certificates. In addition, an adjustable rate mortgage loan that permits
negative amortization 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. Such 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.
Accordingly, the weighted average lives


                                       29


of mortgage loans that permit negative amortization (and that of the classes of
certificates to which any such negative amortization would be allocated or that
would bear the effects of a slower rate of amortization on such mortgage loans)
may increase as a result of such feature.

     Negative amortization may occur in respect of an adjustable rate mortgage
      loan that--

     o  limits the amount by which its scheduled payment may adjust in response
        to a change in its Mortgage Rate;

     o  provides that its scheduled payment will adjust less frequently than its
        Mortgage Rate; or

     o  provides for constant scheduled payments notwithstanding adjustments to
        its Mortgage Rate.

     Accordingly, during a period of declining interest rates, the scheduled
payment on such a mortgage loan may exceed the amount necessary to amortize the
loan fully over its remaining amortization schedule and pay interest at the then
applicable Mortgage Rate, thereby resulting in the accelerated amortization of
such mortgage loan. Any such acceleration in amortization of its principal
balance will shorten the weighted average life of such mortgage loan and,
correspondingly, the weighted average lives of those classes of certificates
entitled to a portion of the principal payments on such mortgage loan.

     The extent to which the yield on any offered certificate will be affected
by the inclusion in the related trust fund of mortgage loans that permit
negative amortization, will depend upon (1) whether such offered certificate
was purchased at a premium or a discount and (2) the extent to which the
payment characteristics of such mortgage loans delay or accelerate the
distributions of principal on such certificate (or, in the case of a Stripped
Interest Certificate, delay or accelerate the reduction of the notional amount
of a Stripped Interest Certificate). See "--Yield and Prepayment
Considerations" above.

     Foreclosures and Payment Plans. The number of foreclosures and the
principal amount of the mortgage loans that are foreclosed in relation to the
number and principal amount of mortgage loans that are repaid in accordance with
their terms will affect the weighted average lives of those mortgage loans and,
accordingly, the weighted average lives of and yields on the certificates of the
related series. Servicing decisions made with respect to the mortgage loans,
including the use of payment plans prior to a demand for acceleration and the
restructuring of mortgage loans in bankruptcy proceedings or otherwise, may also
have an effect upon the payment patterns of particular mortgage loans and thus
the weighted average lives of and yields on the certificates of the related
series.

     Losses and Shortfalls on the Mortgage Assets. The yield to holders of the
offered certificates of any series will directly depend on the extent to which
such 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 such losses and shortfalls. In general, the earlier that
any such loss or shortfall occurs, the greater will be the negative effect on
yield for any class of certificates that is required to bear the effects of such
loss or shortfall.

     The amount of any losses or shortfalls in collections on the mortgage
assets in any trust fund (to the extent not covered or offset by draws on any
reserve fund or under any instrument of credit support) will be allocated among
the respective classes of certificates of the related series in the priority and
manner, and subject to the limitations, specified in the related prospectus
supplement. As described in the related prospectus supplement, such allocations
may be effected by (1) a reduction in the entitlements to interest and/or the
Certificate Balances of one or more such classes of certificates and/or (2)
establishing a priority of payments among such 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


                                       30


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 such series, may provide for distributions of principal 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 such
certificates and, if such certificates were purchased at a premium, reduce the
yield. 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 such sources is likely to have any material effect on the
rate at which such certificates are amortized and the consequent yield with
respect thereto.

                                 THE DEPOSITOR

     We are Banc of America Commercial Mortgage Inc., a Delaware corporation and
were organized on December 13, 1995 for the limited purpose of acquiring, owning
and transferring mortgage assets and selling interests in the mortgage assets or
bonds secured by the mortgage assets. We are a subsidiary of Bank of America,
N.A. We maintain our principal office at 214 North Tryon Street, Charlotte,
North Carolina 28255. Our telephone number is (704) 386-2400.

     Unless otherwise noted in the related prospectus supplement, neither we nor
any of our affiliates will insure or guarantee distributions on the certificates
of any series.


                        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 certificates of such series being offered for
sale, may consist of one or more classes of certificates that, among other
things:

     o  provide for the accrual of interest on the Certificate Balance or
        Notional Amount at a fixed, variable or adjustable rate;

     o  constitute Senior Certificates or Subordinate Certificates;

     o  constitute Stripped Interest Certificates or Stripped Principal
        Certificates;

     o  provide for distributions of interest or principal that commence only
        after the occurrence of certain events, such as the retirement of one or
        more other classes of certificates of such 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.

     If so specified in the related prospectus supplement, a class of
certificates may have two or more component parts, each having characteristics
that are otherwise described in this prospectus as


                                       31


being attributable to separate and distinct classes. For example, a class of
certificates may have a Certificate Balance on which it accrues interest at a
fixed, variable or adjustable rate. Such class of certificates may also have
certain characteristics attributable to Stripped Interest Certificates insofar
as it may also entitle the holders of Stripped Interest Certificates to
distributions of interest accrued on a Notional Amount at a different fixed,
variable or adjustable rate. In addition, a class of certificates may accrue
interest on one portion of its Certificate Balance at one fixed, variable or
adjustable rate and on another portion of its Certificate Balance at a
different fixed, variable or adjustable rate.

     Each class of offered certificates of a series will be issued in minimum
denominations corresponding to the principal balances or, in case of certain
classes of Stripped Interest Certificates or REMIC 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 in fully registered
definitive form) may be transferred or exchanged, subject to any restrictions on
transfer described in the related prospectus supplement, at the location
specified in the related prospectus supplement, without the payment of any
service charges, other than any tax or other governmental charge payable in
connection with that transfer or exchange. Interests in a class of certificates
offered in book-entry format will be transferred on the book-entry records of
DTC and its participating organizations. If so specified in the related
prospectus supplement, arrangements may be made for clearance and settlement
through Clearstream Banking, societe anonyme, or the Euroclear System (in
Europe) if they are participants in DTC.

DISTRIBUTIONS

     Distributions on the certificates of each series will be made on each
Distribution Date from the Available Distribution Amount for such series and
such Distribution Date. The particular components of the Available Distribution
Amount for any series and Distribution Date will be more specifically described
in the related prospectus supplement. Except as otherwise specified in the
related prospectus supplement, the Distribution Date for a series of
certificates will be the 11th day of each month (or, if any such 11th day is not
a business day, the next succeeding business day), commencing in the month
immediately following the month in which such series of certificates is issued.

     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 such certificate) will be made to the persons
in whose names such certificates are registered at the close of business on the
Record Date, and the amount of each distribution will be determined as of the
close of business on the date specified in the related prospectus supplement.
All distributions with respect to each class of certificates on each
Distribution Date will be allocated pro rata among the outstanding certificates
in such class in proportion to the respective percentage interests evidenced by
those certificates unless otherwise specified in the related prospectus
supplement. 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, if such certificateholder has provided
the person required to make such payments with wiring instructions no later than
the related Record Date or such other date specified in the related prospectus
supplement (and, if so provided in the related prospectus supplement, such
certificate-holder holds certificates in the requisite amount or denomination
specified in the prospectus supplement), or by check mailed to the address of
such certificateholder as it appears on the Certificate Register; provided,
however, that the final distribution in retirement of any class of certificates
(whether issued in fully registered definitive form or in book-entry format)
will be made only upon presentation and surrender of such certificates at the
location specified in the notice to certificateholders of such final
distribution.

DISTRIBUTIONS OF INTEREST ON THE CERTIFICATES

     Each class of certificates of each series (other than certain classes of
Stripped Principal Certificates and certain classes of REMIC Residual
Certificates that have no pass-through rate) may


                                       32


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 of offered certificates.
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 a class of Accrual Certificates, which will be entitled to distributions of
accrued interest commencing only on the Distribution Date or under the
circumstances specified in the related prospectus supplement, and other than any
class of Stripped Principal Certificates or REMIC 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 such class and such
Distribution Date, subject to the sufficiency of that portion, if any, of the
Available Distribution Amount allocable to such class on such Distribution Date.
Prior to the time interest is distributable on any class of Accrual
Certificates, the amount of Accrued Certificate Interest otherwise distributable
on such class will be added to the Certificate Balance of such Accrual
Certificates on each Distribution Date or otherwise deferred as described in the
related prospectus supplement. 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. Reference to a Notional Amount
with respect to a class of Stripped Interest Certificates is solely for
convenience in making certain calculations and does not represent the right to
receive any distributions of principal. If so specified in the related
prospectus supplement, the amount of Accrued Certificate Interest that is
otherwise distributable on (or, in the case of Accrual Certificates, that may
otherwise be added to the Certificate Balance of) one or more classes of the
certificates of a series may be reduced to the extent that any Prepayment
Interest Shortfalls, as described under "Yield and Maturity
Considerations--Certain Shortfalls in Collections of Interest", exceed the
amount of any sums that are applied to offset the amount of such shortfalls. The
particular manner in which such 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 such 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 such class. See "Risk Factors--Effect of Prepayments on Average Life
of Certificates" and "--Effect of Prepayments on Yield of Certificates" and
"Yield and Maturity Considerations--Certain Shortfalls in Collections of
Interest".

DISTRIBUTIONS OF PRINCIPAL OF THE CERTIFICATES

     Each class of certificates of each series (other than certain classes of
Stripped Interest Certificates and certain classes of REMIC Residual
Certificates) will have a Certificate Balance, which, at any time, will equal
the then maximum amount that the holders of certificates of such class will be
entitled to receive as 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 and to the extent so provided in the
related prospectus supplement, further by any losses incurred in respect of the
related mortgage assets allocated thereto from time to time. In turn, the
outstanding 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 thereto 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 are required to commence, by the amount of any Accrued
Certificate Interest in respect of


                                       33


such Accrual Certificate (reduced as described above). 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 a specified date, after application of scheduled payments
due on or before such 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 such series entitled thereto until the
Certificate Balances of such 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 certain 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
Controlled Amortization Classes may be made, subject to available funds, based
on a specified principal payment schedule. Distributions of principal with
respect to Companion Classes 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 such class.

DISTRIBUTIONS ON THE CERTIFICATES CONCERNING PREPAYMENT PREMIUMS OR CONCERNING
EQUITY PARTICIPATIONS

     If so provided in the related prospectus supplement, Prepayment Premiums or
payments in respect of Equity Participations received on or in connection with
the mortgage assets in any trust fund will be distributed on each Distribution
Date to the holders of the class of certificates of the related series entitled
thereto in accordance with the provisions described in such prospectus
supplement. Alternatively, we or any of our affiliates may retain such items or
by any other specified person and/or may be excluded as trust assets.

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, such allocations
may be effected by (1) a reduction in the entitlements to interest and/or the
Certificate Balances of one or more such classes of certificates and/or (2)
establishing a priority of payments among such classes of certificates. See
"Description of Credit Support".

ADVANCES IN RESPECT OF DELINQUENCIES

     If and to the extent provided in the related prospectus supplement, if a
trust fund includes mortgage loans, the master servicer, the special servicer,
the trustee, any provider of credit support and/or any other specified person
may be obligated to advance, or have the option of advancing, on or before each
Distribution Date, from its or their own funds or from excess funds held in the
related Certificate Account that are not part of the Available Distribution
Amount for the related series of certificates for such Distribution Date, an
amount up to the aggregate of any payments of principal (other than the
principal portion of any balloon payments) and interest that were due on or in
respect of such mortgage loans during the related Due Period and were delinquent
on the related Determination Date.

     Advances are intended to maintain a regular flow of scheduled interest and
principal payments to holders of the class or classes of certificates entitled
thereto, rather than to guarantee or insure


                                       34


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 drawn under any fund or instrument constituting credit
support) respecting which such advances were made and such 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, if so identified, collections on other mortgage assets in the
related trust fund that would otherwise be distributable to the holders of one
or more classes of such Subordinate Certificates. No advance will be required to
be made by a master servicer, special servicer or trustee if, in the judgment of
the master servicer, special servicer or trustee, as the case may be, such
advance would not be recoverable from recoveries on the mortgage loans or
another specifically identified source; and, if previously made by a master
servicer, special servicer or trustee, such an advance will be reimbursable
thereto from any amounts in the related Certificate Account prior to any
distributions being made to the related series of Certificateholders.

     If advances have been made by a master servicer, special servicer, trustee
or other entity from excess funds in a Certificate Account, such master
servicer, special servicer, trustee or other entity, as the case may be, will be
required to replace such funds in such Certificate Account on or prior to any
future Distribution Date to the extent that funds in such Certificate Account on
such Distribution Date are less than payments required to be made to the related
series of Certificateholders on such date. If so specified in the related
prospectus supplement, the obligation of a master servicer, special servicer,
trustee or other entity to make advances may be secured by a cash advance
reserve fund or a surety bond. If applicable, information regarding the
characteristics of, and the identity of any obligor on, any such 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 certain or all of
such advances for a specified period during which such advances are outstanding
at the rate specified in such prospectus supplement, and such entity will be
entitled to payment of such 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 described in such 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 agreement pursuant to which the MBS was issued.

REPORTS TO CERTIFICATEHOLDERS

     On each Distribution Date, together with the distribution to the holders of
each class of the offered certificates of a series, a master servicer, manager
or trustee, as provided in the related prospectus supplement, will forward to
each such holder, a Distribution Date Statement that, unless otherwise provided
in the related prospectus supplement, will set forth, among other things, in
each case to the extent applicable:

     o  the amount of such distribution to holders of such class of offered
        certificates that was applied to reduce the Certificate Balance of such
        class;

     o  the amount of such distribution to holders of such class of offered
        certificates that was applied to pay Accrued Certificate Interest;

     o  the amount, if any, of such distribution to holders of such class of
        offered certificates that was allocable to (A) Prepayment Premiums and
        (B) payments on account of Equity Participations;

     o  the amount, if any, by which such distribution is less than the amounts
        to which holders of such class of offered certificates are entitled;

     o  if the related trust fund includes mortgage loans, the aggregate amount
        of advances included in such distribution;


                                       35


     o  if the related trust fund includes mortgage loans, the amount of
        servicing compensation received by the related master servicer (and, if
        payable directly out of the related trust fund, by any special servicer
        and any sub-servicer) and, if the related trust fund includes MBS, the
        amount of administrative compensation received by the MBS Administrator;

     o  information regarding the aggregate principal balance of the related
        mortgage assets on or about such Distribution Date;

     o  if the related trust fund includes mortgage loans, information regarding
        the number and aggregate principal balance of such mortgage loans that
        are delinquent;

     o  if the related trust fund includes mortgage loans, information regarding
        the aggregate amount of losses incurred and principal prepayments made
        with respect to such mortgage loans during the specified period,
        generally corresponding in length to the period between Distribution
        Dates, during which prepayments and other unscheduled collections on the
        mortgage loans in the related trust fund must be received in order to be
        distributed on a particular Distribution Date);

     o  the Certificate Balance or Notional Amount, as the case may be, of such
        class of certificates at the close of business on such Distribution
        Date, separately identifying any reduction in such Certificate Balance
        or Notional Amount due to the allocation of any losses in respect of the
        related mortgage assets, any increase in such 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 such balance;

     o  if such class of offered certificates has a variable pass-through rate
        or an adjustable pass-through rate, the pass-through rate applicable
        thereto for such Distribution Date and, if determinable, for the next
        succeeding Distribution Date;

     o  the amount deposited in or withdrawn from any reserve fund on such
        Distribution Date, and the amount remaining on deposit in such reserve
        fund as of the close of business on such Distribution Date;

     o  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 such instrument as of the close
        of business on such Distribution Date; and

     o  the amount of credit support being afforded by any classes of
        Subordinate Certificates.

     In the case of information furnished pursuant to the first 3 bulleted items
above, the amounts will be expressed as a dollar amount per specified
denomination of the relevant class of offered certificates or as a percentage.
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 such series.

     Within a reasonable period of time after the end of each calendar year, the
master servicer, manager or trustee for a series of certificates, as the case
may be, will be required to furnish to each person who at any time during the
calendar year was a holder of an offered certificate of such series a statement
containing the information set forth in the first 3 bulleted items above,
aggregated for such calendar year or the applicable portion during which such
person was a certificateholder. Such obligation will be deemed to have been
satisfied to the extent that substantially comparable information is provided
pursuant to any requirements of the Internal Revenue Code of 1986, as amended,
are from time to time in force. See, however, "--Book-Entry Registration and
Definitive Certificates" below.

     If the trust fund for a series of certificates includes MBS, the ability of
the related master servicer, manager or trustee, as the case may be, to include
in any Distribution Date Statement information regarding the mortgage loans
underlying such MBS will depend on the reports received with respect to such
MBS. In such cases, the related prospectus supplement will describe the


                                       36


loan-specific information to be included in the Distribution Date Statements
that will be forwarded to the holders of the offered certificates of that
series in connection with distributions made to them.

VOTING RIGHTS

     The voting rights evidenced by each series of certificates will be
allocated among the respective classes of such series in the manner described in
the related prospectus supplement.

     Certificateholders will generally not have a right to vote, except with
respect to required consents to certain amendments to the related pooling and
servicing agreement and as otherwise specified in the related prospectus
supplement. See "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
certain events which if continuing would constitute an Event of Default on the
part of the related master servicer, special servicer or REMIC administrator.
See "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 (1) the final payment or other
liquidation of the last mortgage asset subject thereto or the disposition of all
property acquired upon foreclosure of any mortgage loan subject thereto and (2)
the payment (or provision for payment) to the Certificateholders of that series
of all amounts required to be paid to them pursuant to such 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 such series at the location to be specified in the notice of
termination.

     If so specified in the related prospectus supplement, a series of
certificates may be subject to optional early termination through the repurchase
of the mortgage assets in the related trust fund by the party or parties
specified in the prospectus supplement, 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
or upon a specified date, a party designated in the 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 such mortgage
assets to retire such class or classes, under the circumstances and in the
manner set forth in the prospectus supplement.

BOOK-ENTRY REGISTRATION AND DEFINITIVE CERTIFICATES

     If so provided in the prospectus supplement for a series of certificates,
one or more classes of the offered certificates of such series will be offered
in book-entry format through the facilities of DTC, and each such class will be
represented by one or more global certificates registered in the name of DTC or
its nominee.

     DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking corporation" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
was created to hold securities for its participating organizations and
facilitate the clearance and settlement of securities transactions between its
participating organizations through electronic computerized book-entry changes
in their accounts, thereby eliminating the need for physical movement of
securities certificates. 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. The rules applicable to DTC and
its participating organizations are on file with the Securities and Exchange
Commission.


                                       37


     Purchases of book-entry certificates under the DTC system must be made by
or through Direct Participants, which will receive a credit for the book-entry
certificates on DTC's records. The ownership interest of each actual purchaser
of a Book-Entry Certificate is in turn to be recorded on the Direct and Indirect
Participants' records. Certificate Owners will not receive written confirmation
from DTC of their purchases, but Certificate Owners are expected to receive
written confirmations providing details of such transactions, as well as
periodic statements of their holdings, from the Direct or Indirect Participant
through which each Certificate Owner entered into the transaction. Transfers of
ownership interests in the book-entry certificates are to be accomplished by
entries made on the books of DTC's participating organizations acting on behalf
of Certificate Owners. Certificate Owners will not receive certificates
representing their ownership interests in the book-entry certificates, except in
the event that use of the book-entry system for the book-entry certificates of
any series is discontinued as described below.

     DTC has no knowledge of the actual Certificate Owners of the book-entry
certificates; DTC's records reflect only the identity of the Direct
Participants to whose accounts such certificates are credited, which may or may
not be the Certificate Owners. DTC's participating organizations 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 such date.
Disbursement of such distributions by DTC's participating organizations to
Certificate Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in
bearer form or registered in "street name", and will be the responsibility of
each such participating organization (and not of DTC, the depositor or any
trustee, master servicer, special servicer or Manager), subject to any statutory
or regulatory requirements as may be in effect from time to time. Accordingly,
under a book-entry system, Certificate Owners may receive payments after the
related Distribution Date.

     Unless otherwise provided in the related prospectus supplement, the only
Certificateholder of book-entry certificates will be the nominee of DTC, and the
Certificate Owners will not be recognized as certificateholders under the
pooling and servicing agreement. Certificate Owners will be permitted to
exercise the rights of certificateholders under the related pooling and
servicing agreement only indirectly through DTC's participating organization who
in turn will exercise their rights through DTC. We have been informed that DTC
will take action permitted to be taken by a certificateholder under a pooling
and servicing agreement only at the direction of one or more Direct Participants
to whose account with DTC interests in the book-entry certificates are credited.

     Because DTC can act only on behalf of Direct Participants, who in turn act
on behalf of Indirect Participants and certain Certificate Owners, the ability
of a Certificate Owner to pledge its interest in book-entry certificates to
persons or entities that do not participate in the DTC system, or otherwise take
actions in respect of its interest in book-entry certificates, may be limited
due to the lack of a physical certificate evidencing such interest.

     Unless otherwise specified in the related prospectus supplement,
certificates initially issued in book-entry form will be issued in fully
registered definitive form to Certificate Owners or their nominees, rather than
to DTC or its nominee, only if (1) the depositor advises the trustee in writing
that DTC is no longer willing or able to discharge properly its responsibilities
as depository with respect to such certificates and the depositor is unable to
locate a qualified successor or (2) the depositor notifies DTC of its intent to
terminate the book-entry system through DTC and, upon receipt of notice of such
intent from DTC, the Participants holding beneficial interests in the
Certificates agree to initiate such termination. Upon the occurrence of either
of the events described in the preceding sentence, DTC will be required to
notify all Direct Participants of the availability


                                       38


through DTC of Certificates in fully registered form. 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 such instructions the Certificates in fully
registered definitive form to which they are entitled, and thereafter the
holders of such Definitive Certificates will be recognized as
"certificateholders" under and within the meaning of the related pooling and
servicing agreement.

                     THE POOLING AND SERVICING AGREEMENTS

GENERAL

     The certificates of each series will be issued pursuant to a Pooling and
Servicing Agreement. In general, the parties to a Pooling and Servicing
Agreement will include the depositor, the trustee, the master servicer, the
special servicer and, if one or more REMIC elections have been made with respect
to the trust fund, the REMIC administrator. However, a Pooling and Servicing
Agreement that relates to a trust fund that includes MBS may include a manager
as a party, but may not include a master servicer, special 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, an
affiliate of the depositor, or the mortgage asset seller may perform the
functions of master servicer, special servicer, manager or REMIC administrator.
If so specified in the related prospectus supplement, the master servicer may
also perform the duties of special servicer, and the master servicer, the
special servicer or the trustee may also perform the duties of REMIC
administrator. Any party to a Pooling and Servicing Agreement or any affiliate
of any party may own certificates issued under the Pooling and Servicing
Agreement; however, unless other specified in the related prospectus supplement,
except with respect to required consents to certain amendments to a Pooling and
Servicing Agreement, certificates issued under the Pooling and Servicing
Agreement that are held by the master servicer or 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 under the Pooling and Servicing
Agreement and the nature of the related trust fund. The following summaries
describe certain 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 of the Pooling and Servicing Agreement contained in this
prospectus and, if the related trust fund includes MBS, will summarize all of
the material provisions of the related agreement that provided for the issuance
of the MBS. The summaries in this prospectus do not purport to be complete and
are subject to, and are qualified in their entirety by reference to, all of the
provisions of the Pooling and Servicing Agreement for each series of
certificates and the description of such provisions in the related prospectus
supplement. 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 such series addressed to it
at its principal executive offices specified in this prospectus under "The
Depositor".

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, together with, unless otherwise specified in
the related prospectus supplement, all principal and interest to be received on
or with respect to such 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 such 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 such series. Each mortgage loan will be identified in a
schedule appearing as an exhibit to the related Pooling and Servicing Agreement.
Such schedule generally


                                       39


will include detailed information that pertains to each mortgage loan included
in the related trust fund, which information will typically include the address
of the related mortgaged property and type of such 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
amortization term; and the original and outstanding principal balance.

     In addition, unless otherwise specified in the related prospectus
supplement, we will, as to each mortgage loan to be included in a trust fund,
deliver, or cause to be delivered, to the related trustee (or to a custodian
appointed by the trustee as described below) the mortgage note endorsed, without
recourse, either in blank or to the order of such trustee (or its nominee), the
mortgage with evidence of recording indicated (except for any mortgage not
returned from the public recording office), an assignment of the mortgage in
blank or to the trustee (or its nominee) in recordable form, together with any
intervening assignments of the mortgage with evidence of recording (except for
any such assignment not returned from the public recording office), and, if
applicable, any riders or modifications to such mortgage note and mortgage,
together with certain other documents at such times as set forth in the related
Pooling and Servicing Agreement. Such assignments may be blanket assignments
covering mortgages on mortgaged properties located in the same county, if
permitted by law. Notwithstanding the foregoing, a trust fund may include
mortgage loans where the original mortgage note is not delivered to the trustee
if we deliver or cause to be delivered, to the related trustee (or such
custodian) a copy or a duplicate original of the mortgage note, together with an
affidavit certifying that the original mortgage note has been lost or destroyed.
In addition, if we cannot deliver, with respect to any mortgage loan, the
mortgage or any intervening assignment with evidence of recording concurrently
with the execution and delivery of the related Pooling and Servicing Agreement
because of a delay caused by the public recording office, we will deliver, or
cause to be delivered, to the related trustee (or such custodian) a true and
correct photocopy of such mortgage or assignment as submitted for recording. We
will deliver, or cause to be delivered, to the related trustee (or such
custodian) such mortgage or assignment with evidence of recording indicated
after receipt of such mortgage from the public recording office. If we cannot
deliver, with respect to any mortgage loan, the mortgage or any intervening
assignment with evidence of recording concurrently with the execution and
delivery of the related Pooling and Servicing Agreement because such mortgage or
assignment has been lost, we will deliver, or cause to be delivered, to the
related trustee (or such custodian) a true and correct photocopy of such
mortgage or assignment with evidence of recording. Unless otherwise specified in
the related prospectus supplement, assignments of mortgage to the trustee (or
its nominee) will be recorded in the appropriate public recording office, except
in states where, in the opinion of counsel acceptable to the trustee, such
recording is not required to protect the trustee's interests in the mortgage
loan against the claim of any subsequent transferee or any successor to or
creditor of us or the originator of such mortgage loan. Notwithstanding the
foregoing, with respect to any mortgage for which the related assignment of
mortgage, assignment of assignment of leases, security agreements and/or UCC
financing statements has been recorded in the name of Mortgage Electronic
Registration Systems, Inc. ("MERS") or its designee, no assignment of mortgage,
assignment of assignment of leases, security agreements and/or UCC financing
statements in favor of the trustee will be required to be prepared or delivered
and instead, the mortgage loan seller shall take all actions as are necessary to
cause the Trust to be shown as, and the trustee shall take all actions necessary
to confirm that it is shown as, the owner of the related Mortgage Loan on the
records of MERS for purposes of the system or recording transfers of beneficial
ownership of mortgages maintained by MERS.

     The trustee (or a custodian appointed by the trustee) for a series of
certificates will be required to review the mortgage loan documents delivered to
it within a specified period of days after receipt of the mortgage loan
documents, and the trustee (or such custodian) will hold such documents in trust
for the benefit of the certificateholders of such series. Unless otherwise
specified in the related prospectus supplement, if any such document is found to
be missing or defective, and such omission or defect, as the case may be,
materially and adversely affects the interests of the certificateholders of the
related series, the trustee (or such custodian) will be required to notify the


                                       40


master servicer, the special servicer and the depositor, and one of such
persons will be required to notify the relevant mortgage asset seller. In that
case, and if the mortgage asset seller cannot deliver the document or cure the
defect within a specified number of days after receipt of such 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 generally equal to the Purchase Price, or at
such other price as will be specified in the related prospectus supplement. If
so provided in the prospectus supplement for a series of certificates, a
mortgage asset seller, in lieu of repurchasing a mortgage loan as to which
there is missing or defective loan documentation, will have the option,
exercisable upon certain conditions and/or within a specified period after
initial issuance of such series of certificates, to replace such 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 mortgage loan
documentation, and neither we nor, unless it is the mortgage asset seller, the
master servicer or the special servicer will be obligated to purchase or
replace a mortgage loan if a mortgage asset seller defaults on its obligation
to do so.

     The trustee will be authorized at any time to appoint one or more
custodians pursuant to a custodial agreement to hold title to the mortgage loans
in any trust fund and to maintain possession of and, if applicable, to review
the documents relating to such mortgage loans, in any case as the agent of the
trustee. The identity of any such custodian to be appointed on the date of
initial issuance of the certificates will be set forth in the related prospectus
supplement. Any such custodian may be one of our affiliates.

REPRESENTATIONS AND WARRANTIES; REPURCHASES

     Unless otherwise provided in the prospectus supplement for a series of
certificates, the depositor will, with respect to each mortgage loan in the
related trust fund, make or assign, or cause to be made or assigned, certain
representations and warranties covering, by way of example--

     o  the accuracy of the information set forth for such 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 depositor or an affiliate of the depositor, the
master servicer, the special servicer or another person acceptable to the
depositor. The Warranting Party, if other than the mortgage asset seller, will
be identified in the related prospectus supplement.

     Unless otherwise provided in the related prospectus supplement, each
Pooling and Servicing Agreement will provide that the master servicer and/or
trustee will be required to notify promptly any Warranting Party of any breach
of any representation or warranty made by it in respect of a mortgage loan that
materially and adversely affects the interests of the Certificateholders of the
related series. If such Warranting Party cannot cure such breach within a
specified period following the date on which it was notified of such breach,
then, unless otherwise provided in the related prospectus supplement, it will be
obligated to repurchase such mortgage loan from the trustee at the applicable
Purchase Price. If so provided in the prospectus supplement for a series of
certificates, a Warranting Party, in lieu of repurchasing a mortgage loan as to
which a breach has occurred, will have the option, exercisable upon certain
conditions and/or within a specified period after initial issuance of such
series of certificates, to replace such mortgage loan with one or more other


                                       41


mortgage loans, in accordance with standards that will be described in the
prospectus supplement. Unless otherwise specified in the related prospectus
supplement, this repurchase or substitution obligation will constitute the sole
remedy available to holders of the certificates of any series or to the related
trustee on their behalf for a breach of representation and warranty by a
Warranting Party, and neither the depositor nor the master servicer, in either
case unless it is the Warranting Party, will be obligated to purchase or
replace a mortgage loan if a Warranting Party defaults on its obligation to do
so.

     In some cases, representations and warranties will have been made in
respect of a mortgage loan as of a date prior to the date upon which the related
series of certificates is issued, and thus may not address events that may occur
following the date as of which they were made. However, the depositor will not
include any mortgage loan in the trust fund for any series of certificates if
anything has come to the depositor's attention that would cause it to believe
that the representations and warranties made in respect of such 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

     Unless otherwise specified in the related prospectus supplement, the master
servicer and the special servicer for any mortgage pool, directly or through
sub-servicers, will each be obligated under the related Pooling and Servicing
Agreement to service and administer the mortgage loans in such mortgage pool for
the benefit of the related certificateholders, in accordance with applicable law
and further in accordance with the terms of such Pooling and Servicing
Agreement, such mortgage loans and any instrument of credit support included in
the related trust fund. Subject to the foregoing, the master servicer and the
special servicer will each have full power and authority to do any and all
things in connection with such servicing and administration that it may deem
necessary and desirable.

     As part of its servicing duties, each of the master servicer and the
special servicer will be required to make reasonable efforts to collect all
payments called for under the terms and provisions of the mortgage loans that it
services and will be obligated to follow such collection procedures as it would
follow with respect to mortgage loans that are comparable to such mortgage loans
and held for its own account, provided (1) such procedures are consistent with
the terms of the related Pooling and Servicing Agreement and (2) do not impair
recovery under any instrument of credit support included in the related trust
fund. Consistent with the foregoing, the master servicer and the special
servicer will each be permitted, in its discretion, unless otherwise specified
in the related prospectus supplement, to waive any Prepayment Premium, late
payment charge or other charge in connection with any mortgage loan.

     The master servicer and the special servicer for any trust fund, either
separately or jointly, directly or through sub-servicers, will also be required
to perform as to the mortgage loans in such trust fund various other customary
functions of a servicer of comparable loans, including 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; attempting to collect
delinquent payments; supervising foreclosures; negotiating modifications;
conducting property inspections on a periodic or other basis; managing (or
overseeing the management of) mortgaged properties acquired on behalf of such
trust fund through foreclosure, deed-in-lieu of foreclosure or otherwise; and
maintaining servicing records relating to such mortgage loans. The related
prospectus supplement will specify when and the extent to which servicing of a
mortgage loan is to be transferred from the master servicer to the special
servicer. In general, and subject to the discussion in the related prospectus
supplement, a special servicer will be responsible for the servicing and
administration of--

     o  mortgage loans that are delinquent in respect of a specified number of
        scheduled payments;

     o  mortgage loans as to which the related borrower has entered into or
        consented to bankruptcy, appointment of a receiver or conservator or
        similar insolvency proceeding, or


                                       42


        the related borrower has become the subject of a decree or order for
        such a proceeding which shall have remained in force undischarged or
        unstayed for a specified number of days; and

     o  REO Properties.

     If so specified in the related prospectus supplement, a Pooling and
Servicing Agreement also may provide that if a default on a mortgage loan has
occurred or, in the judgment of the related master servicer, a payment default
is reasonably foreseeable, the related master servicer may elect to transfer the
servicing of the mortgage loan, in whole or in part, to the related special
servicer. Unless otherwise provided in the related prospectus supplement, when
the circumstances no longer warrant a special servicer's continuing to service a
particular mortgage loan (e.g., the related borrower is paying in accordance
with the forbearance arrangement entered into between the special servicer and
such borrower), the master servicer will resume the servicing duties with
respect thereto. If and to the extent provided in the related Pooling and
Servicing Agreement and described in the related prospectus supplement, a
special servicer may perform certain limited duties in respect of mortgage loans
for which the master servicer is primarily responsible (including, if so
specified, performing property inspections and evaluating financial statements);
and a master servicer may perform certain limited duties in respect of any
mortgage loan for which the special servicer is primarily responsible
(including, if so specified, continuing to receive payments on such mortgage
loan (including amounts collected by the special servicer)), making certain
calculations with respect to such mortgage loan and making remittances and
preparing certain reports to the trustee and/or certificateholders with respect
to such mortgage loan. Unless otherwise specified in the related prospectus
supplement, the master servicer will be responsible for filing and settling
claims in respect of particular mortgage loans under any applicable instrument
of credit support. See "Description of Credit Support".

     A mortgagor'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 mortgagor that is unable to make mortgage loan payments may also be
unable to make timely payment of taxes and otherwise to maintain and insure the
related mortgaged property. In general, the related special servicer will be
required to monitor any mortgage loan that is in default, evaluate whether the
causes of the default can be corrected over a reasonable period without
significant impairment of the value of the related mortgaged property, initiate
corrective action in cooperation with the Mortgagor if cure is likely, inspect
the related mortgaged property and take such other actions as it deems necessary
and appropriate. A significant period of time may elapse before the special
servicer is able to assess the success of any such corrective action or the need
for additional initiatives. The time within which the special servicer can make
the initial determination of appropriate action, evaluate the success of
corrective action, develop additional initiatives, institute foreclosure
proceedings and actually foreclose (or accept a deed to a mortgaged property in
lieu of foreclosure) on behalf of the certificateholders of the related series
may vary considerably depending on the particular mortgage loan, the mortgaged
property, the mortgagor, 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 mortgagor files a bankruptcy petition, the special servicer may
not be permitted to accelerate the maturity of the mortgage loan or to foreclose
on the related mortgaged property for a considerable period of time. See
"Certain Legal Aspects of Mortgage Loans--Bankruptcy Laws."

     Mortgagors may, from time to time, request partial releases of the
mortgaged properties, easements, consents to alteration or demolition and other
similar matters. In general, the master servicer may approve such a request if
it has determined, exercising its business judgment in accordance with the
applicable servicing standard, that such approval will not adversely affect the
security for, or the timely and full collectibility of, the related mortgage
loan. Any fee collected by the master servicer for processing such request will
be retained by the master servicer as additional servicing compensation.


                                       43


     In the case of mortgage loans secured by junior liens on the related
mortgaged properties, unless otherwise provided in the related prospectus
supplement, the master servicer will be required to file (or cause to be filed)
of record a request for notice of any action by a superior lienholder under a
senior lien for the protection of the related trustee's interest, where
permitted by local law and whenever applicable state law does not require that a
junior lienholder be named as a party defendant in foreclosure proceedings in
order to foreclose such junior lienholder's equity of redemption. Unless
otherwise specified in the related prospectus supplement, the master servicer
also will be required to notify any superior lienholder in writing of the
existence of the mortgage loan and request notification of any action (as
described below) to be taken against the mortgagor or the mortgaged property by
the superior lienholder. If the master servicer is notified that any superior
lienholder has accelerated or intends to accelerate the obligations secured by
the related senior lien, or has declared or intends to declare a default under
the mortgage or the promissory note secured by that senior lien, or has filed or
intends to file an election to have the related mortgaged property sold or
foreclosed, then, unless otherwise specified in the related prospectus
supplement, the master servicer and the special servicer will each be required
to take, on behalf of the related trust fund, whatever actions are necessary to
protect the interests of the related certificateholders and/or to preserve the
security of the related mortgage loan, subject to the application of the REMIC
Provisions. Unless otherwise specified in the related prospectus supplement, the
master servicer or special servicer, as applicable, will be required to advance
the necessary funds to cure the default or reinstate the senior lien, if such
advance is in the best interests of the related certificateholders and the
master servicer or special servicer, as applicable, determines such advances are
recoverable out of payments on or proceeds of the related mortgage loan.

SUB-SERVICERS

     A master servicer or special servicer may delegate its servicing
obligations in respect of the mortgage loans to one or more third-party
sub-servicers; provided that, unless otherwise specified in the related
prospectus supplement, such master servicer or special servicer will remain
obligated under the related Pooling and Servicing Agreement. A sub-servicer for
any series of certificates may be an affiliate of the depositor. Unless
otherwise provided in the related prospectus supplement, each subservicing
agreement between a master servicer and a sub-servicer must provide for
servicing of the applicable mortgage loans consistent with the related Pooling
and Servicing Agreement. Unless otherwise provided in the related prospectus
supplement, the master servicer and special servicer in respect of any mortgage
asset pool will each be required to monitor the performance of sub-servicers
retained by it and will have the right to remove a sub-servicer retained by it
at any time it considers such removal to be in the best interests of
certificateholders.

     Unless otherwise provided in the related prospectus supplement, a master
servicer or special servicer will be solely liable for all fees owed by it to
any sub-servicer, irrespective of whether the master servicer's or special
servicer's compensation pursuant to the related Pooling and Servicing Agreement
is sufficient to pay such fees. Each Sub-Servicer will be reimbursed by the
master servicer or special servicer, as the case may be, that retained it for
certain expenditures which it makes, generally to the same extent such master
servicer or special servicer would be reimbursed under a Pooling and Servicing
Agreement. See "--Certificate Account" and "--Servicing Compensation and Payment
of Expenses".

CERTIFICATE ACCOUNT

     General. The master servicer, the trustee and/or the special servicer will,
as to each trust fund that includes mortgage loans, establish and maintain or
cause to be established and maintained the corresponding Certificate Account,
which will be established so as to comply with the standards of each rating
agency that has rated any one or more classes of certificates of the related
series. A Certificate Account may be maintained as an interest-bearing or a
noninterest-bearing account and the funds held in the Certificate Account may be
invested pending each succeeding Distribution Date in United States government
securities and other obligations that are acceptable to each rating


                                       44


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 master servicer, trustee or special servicer as additional
compensation. A Certificate Account may be maintained with the related master
servicer, special servicer, trustee or mortgage asset seller or with a
depository institution that is an affiliate of any of the foregoing or of the
depositor, provided that it complies with applicable rating agency standards.
If permitted by the applicable rating agency, a Certificate Account may contain
funds relating to more than one series of mortgage pass-through certificates
and may contain other funds representing payments on mortgage loans owned by
the related master servicer or special servicer 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 following
payments and collections received or made by the master servicer, the trustee or
the special servicer subsequent to the Cut-off Date (other than payments due on
or before the Cut-off Date) are 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--

     o  all payments on account of principal, including principal prepayments,
        on the mortgage loans;

     o  all payments on account of interest on the mortgage loans, including any
        default interest collected, in each case net of any portion of such
        default interest retained by the master servicer or the special servicer
        as its servicing compensation or as compensation to the trustee;

     o  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) and all
        other amounts received and retained in connection with the liquidation
        of defaulted mortgage loans or property acquired in respect of such
        defaulted mortgage loans, by foreclosure or otherwise, 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;

     o  any amounts paid under any instrument or drawn from any fund that
        constitutes credit support for the related series of certificates;

     o  any advances made with respect to delinquent scheduled payments of
        principal and interest on the mortgage loans;

     o  any amounts paid under any cash flow agreement;

     o  all proceeds of the purchase of any mortgage loan, or property acquired
        in respect of a mortgage loan, by the depositor, any mortgage asset
        seller or any other specified person as described under "--Assignment of
        Mortgage Loans; Repurchases" and "--Representations and Warranties;
        Repurchases", 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";

     o  to the extent that any such item does not constitute additional
        servicing compensation to the master servicer or the special servicer
        and is not otherwise retained by the depositor or another specified
        person, any payments on account of modification or assumption fees, late
        payment charges, Prepayment Premiums or Equity Participations with
        respect to the mortgage loans;


                                       45


     o  all payments required to be deposited in the Certificate Account with
        respect to any deductible clause in any blanket insurance policy as
        described under "--Hazard Insurance Policies";

     o  any amount required to be deposited by the master servicer, the special
        servicer or the trustee in connection with losses realized on
        investments for the benefit of the master servicer, the special servicer
        or the trustee, as the case may be, of funds held in the Certificate
        Account; and

     o  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, a master servicer,
trustee or special servicer may make withdrawals from the Certificate Account
for each trust fund that includes mortgage loans for any of the following
purposes--

     o  to make distributions to the certificateholders on each Distribution
        Date;

     o  to pay the master servicer or the special servicer any servicing fees
        not previously retained by the master servicer or special servicer, such
        payment to be made out of payments and other collections of interest on
        the particular mortgage loans as to which such fees were earned;

     o  to reimburse the master servicer, the special servicer or any other
        specified person for unreimbursed advances of delinquent scheduled
        payments of principal and interest made by it, and certain unreimbursed
        servicing expenses incurred by it, with respect to particular mortgage
        loans in the trust fund and particular properties acquired in respect of
        the trust fund. Reimbursement for advances made or expenses incurred
        that are related to particular mortgage loans or properties will
        normally only be made out of amounts that represent late payments
        collected on those mortgage loans, Liquidation Proceeds, Insurance and
        Condemnation Proceeds collected on those mortgage loans and properties,
        any form of credit support related to those mortgage loans and net
        income collected on those properties. However, if in the judgment of the
        master servicer, the special servicer or such other person, as
        applicable, the advances and/or expenses will not be recoverable from
        the above amounts, the reimbursement will 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 such other mortgage loans that is otherwise distributable
        on one or more classes of Subordinate Certificates of the related
        series;

     o  if and to the extent described in the related prospectus supplement, to
        pay the master servicer, the special servicer or any other specified
        person interest accrued on the advances and servicing expenses described
        in the bulleted clause immediately listed above incurred by it while
        such remain outstanding and unreimbursed;

     o  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 such mortgaged properties, as described under
        "--Realization Upon Defaulted Mortgage Loans";

     o  to reimburse the master servicer, the special servicer, the REMIC
        administrator, the depositor, the trustee, or any of their respective
        directors, officers, employees and agents, as the case may be, for
        certain expenses, costs and liabilities incurred thereby, as and to the
        extent described under "--Certain Matters Regarding the Master Servicer,
        the Special Servicer, the REMIC Administrator and the Depositor" and
        "--Certain Matters Regarding the Trustee";


                                       46


     o  if and to the extent described in the related prospectus supplement, to
        pay the fees of the trustee, the REMIC administrator and any provider of
        credit support;

     o  if and to the extent described in the related prospectus supplement, to
        reimburse prior draws on any form of credit support;

     o  to pay the master servicer, the special servicer or the trustee, as
        appropriate, interest and investment income earned in respect of amounts
        held in the Certificate Account as additional compensation;

     o  to pay any servicing expenses not otherwise required to be advanced by
        the master servicer, the special servicer or any other specified person;

     o  if one or more elections have been made to treat the trust fund or
        designated portions of the trust fund as a REMIC, to pay any federal,
        state or local taxes imposed on the trust fund or its assets or
        transactions, as and to the extent described under "Certain Federal
        Income Tax Consequences--REMICs--Prohibited Transactions Tax and Other
        Taxes";

     o  to pay for the cost of various opinions of counsel obtained pursuant to
        the related Pooling and Servicing Agreement for the benefit of
        certificateholders;

     o  to make any other withdrawals permitted by the related Pooling and
        Servicing Agreement and described in the related prospectus supplement;
        and

     o  to clear and terminate the Certificate Account upon the termination of
        the trust fund.


MODIFICATIONS, WAIVERS AND AMENDMENTS OF MORTGAGE LOANS

     The master servicer and the special servicer may each agree to modify,
waive or amend any term of any mortgage loan serviced by it in a manner
consistent with the applicable "Servicing Standard" as defined in the related
prospectus supplement; provided that, unless otherwise set forth in the related
prospectus supplement, the modification, waiver or amendment will--

     o  not affect the amount or timing of any scheduled payments of principal
        or interest on the mortgage loan;

     o  will not, in the judgment of the master servicer or the special
        servicer, as the case may be, materially impair the security for the
        mortgage loan or reduce the likelihood of timely payment of amounts due;
        and

     o  will not adversely affect the coverage under any applicable instrument
        of credit support.

     Unless otherwise provided in the related prospectus supplement, the
special 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 reasonably foreseeable or imminent;

     o  such 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  unless inconsistent with the applicable "servicing standard", such
        modification, waiver or amendment will not materially adversely affect
        the coverage under any applicable instrument of credit support.

REALIZATION UPON DEFAULTED MORTGAGE LOANS

     If a default on a mortgage loan has occurred, the special servicer, on
behalf of the trustee, may at any time institute foreclosure proceedings,
exercise any power of sale contained in the related mortgage, obtain a deed in
lieu of foreclosure, or otherwise comparably convert ownership of, or acquire
title to the related mortgaged property, by operation of law or otherwise. In
connection with


                                       47


such foreclosure or other conversion of ownership, the special servicer shall
follow the servicing standard. A Pooling and Servicing Agreement may grant the
special servicer the right to direct the master servicer to advance costs and
expenses to be incurred in any such proceedings, and such advances may be
subject to reimbursement requirements. A Pooling and Servicing Agreement may
require the special servicer to consult with independent counsel regarding the
order and manner should foreclose upon or comparably proceed against such
properties if a mortgage loan or group of cross-collateralized mortgage loans
are secured by real properties in multiple states including certain states with
a statute, rule or regulation comparable to California's "one action" rule.
Unless otherwise provided in the related prospectus supplement, when applicable
state law permits the special servicer to select between judicial and
non-judicial foreclosure in respect of any mortgaged property, a special
servicer may make such selection so long as the selection is made in a manner
consistent with the servicing standard. 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 such mortgaged property within the meaning of certain federal
environmental laws, unless the special servicer has previously received a
report prepared by a person who regularly conducts environmental audits (which
report will be an expense of the trust fund) and either:

       (1) such report indicates that (a) the mortgaged property is in
    compliance with applicable environmental laws and regulations and (b)
    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

       (2) the special servicer, based solely (as to environmental matters and
    related costs) on the information set forth in such report, determines
    that taking such actions as are necessary to bring the mortgaged property
    into compliance with applicable environmental laws and regulations and/or
    taking the actions contemplated by clause (1)(b) above, is reasonably
    likely to produce a greater recovery, taking into account the time value
    of money, than not taking such actions. See "Certain Legal Aspects of
    Mortgage Loans--Environmental Considerations".

     A Pooling and Servicing Agreement may grant to the master servicer, the
special servicer, a provider of credit support and/or the holder or holders of
certain classes of the related series of certificates a right of first refusal
to purchase from the trust fund, at a predetermined price (which, if less than
the Purchase Price, will be specified in the related prospectus supplement), any
mortgage loan as to which a specified number of scheduled payments are
delinquent. 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 its normal
servicing procedures, 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. In the absence of any such sale, the special servicer will
generally be required to proceed against the related mortgaged property, subject
to the discussion above.

     Unless otherwise provided in the related prospectus supplement, if title to
any mortgaged property is acquired by a trust fund as to which a REMIC election
has been made, the special servicer, on behalf of the trust fund, will be
required to sell the mortgaged property before the close of the third calendar
year following the year of acquisition, unless (1) the IRS grants an extension
of time to sell such property or (2) the trustee receives an opinion of
independent counsel to the effect that the holding of the property by the trust
fund for longer than such period will not result in the imposition of a tax on
the trust fund or cause the trust fund (or any designated portion of the trust
fund) to fail to qualify as a REMIC under the Code at any time that any
certificate is outstanding. Subject to the foregoing and any other tax-related
limitations, the special servicer will generally be required to attempt to sell
any mortgaged property so acquired on the same terms and conditions it would if
it were the owner. Unless otherwise provided in the related prospectus
supplement, if title


                                       48


to any mortgaged property is acquired by a trust fund as to which a REMIC
election has been made, the special servicer will also be required to ensure
that the mortgaged property is administered so that it constitutes "foreclosure
property" within the meaning of Code Section 860G(a)(8) at all times, that the
sale of such property does not result in the receipt by the trust fund of any
income from nonpermitted assets as described in Code Section 860F(a)(2)(B), and
that the trust fund does not derive any "net income from foreclosure property"
within the meaning of Code Section 860G(c)(2), with respect to such property
unless the method of operation that produces such income would produce a
greater after-tax return than a different method of operation of such property.
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 such property. The retention of an independent
contractor, however, will not relieve the special servicer of its obligation to
manage such mortgaged property as required under the related Pooling and
Servicing Agreement.

     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 plus the aggregate amount of reimbursable expenses
incurred by the special servicer and/or the master servicer in connection with
such mortgage loan, then, to the extent that such shortfall is not covered by
any instrument or fund constituting credit support, the trust fund will realize
a loss in the amount of such shortfall. The special servicer and/or the master
servicer will be entitled to reimbursement out of the Liquidation Proceeds
recovered on any defaulted mortgage loan, prior to the distribution of such
Liquidation Proceeds to certificateholders, any and all amounts that 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. In addition, if and to the extent set forth in the related prospectus
supplement, amounts otherwise distributable on the certificates may be further
reduced by interest payable to the master servicer and/or special servicer on
such servicing expenses and advances.

     Except as otherwise provided in the prospectus supplement, 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, neither
the special servicer nor the master servicer will be required to expend its own
funds to effect such restoration.

HAZARD INSURANCE POLICIES

     Unless otherwise specified in the related prospectus supplement, each
Pooling and Servicing Agreement will require the master servicer (or the special
servicer with respect to mortgage loans serviced by the special servicer) to use
reasonable efforts to cause each mortgage loan borrower to maintain a hazard
insurance policy that provides for such coverage as is required under the
related mortgage or, if the mortgage permits the holder to dictate to the
borrower the insurance coverage to be maintained on the related mortgaged
property, such coverage as is consistent with the master servicer's (or special
servicer's) normal servicing procedures. Unless otherwise specified in the
related prospectus supplement, such coverage generally will be in an amount
equal to the lesser of the principal balance owing on such mortgage loan and the
replacement cost of the related mortgaged property. The ability of a master
servicer (or special servicer) to assure that hazard insurance proceeds are
appropriately applied may be dependent upon its being named as an additional
insured under any hazard insurance policy and under any other insurance policy
referred to below, or upon the extent to which information concerning covered
losses is furnished by borrowers. All amounts collected by a master servicer (or
special servicer) under any such policy (except for amounts to be applied to the
restoration or repair of the mortgaged property or released to the borrower in
accordance with the master servicer's (or special servicer's) normal servicing
procedures and/or to the terms and conditions of the related mortgage and
mortgage note) will be deposited in the related Certificate Account. The Pooling
and Servicing Agreement may provide that the master servicer (or special
servicer) may satisfy its obligation to cause each borrower to maintain such a
hazard insurance policy by maintaining a blanket policy insuring against hazard
losses on


                                       49


the mortgage loans in a trust fund, which may contain a deductible clause (not
in excess of a customary amount). If such blanket policy contains a deductible
clause, the master servicer (or special servicer) will be required, in the
event of a casualty covered by such blanket policy, to deposit in the related
Certificate Account all additional sums that would have been deposited in the
Certificate Account under an individual policy but were not because of such
deductible clause.

     In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements of the property by fire,
lightning, explosion, smoke, windstorm and hail, and riot, strike and civil
commotion, subject to the conditions and exclusions specified in each policy.
Although the policies covering the mortgaged properties will be 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 such 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 and domestic animals. Accordingly, a mortgaged
property may not be insured for losses arising from any such cause unless the
related mortgage specifically requires, or permits the holder to require, such
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, such clauses generally provide that the insurer's
liability in the event of partial loss does not exceed the lesser of (1) the
replacement cost of the improvements less physical depreciation and (2) such
proportion of the loss as the amount of insurance carried bears to the specified
percentage of the full replacement cost of such improvements.

DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS

     Certain of the mortgage loans may contain a due-on-sale clause that
entitles the lender to accelerate payment of the mortgage loan upon any sale or
other transfer of the related mortgaged property made without the lender's
consent. Certain of the mortgage loans may also contain a due-on-encumbrance
clause that entitles the lender to accelerate the maturity of the mortgage loan
upon the creation of any other lien or encumbrance upon the mortgaged property.
Unless otherwise provided in the related prospectus supplement, the master
servicer (or special servicer) will determine whether to exercise any right the
trustee may have under any such provision in a manner consistent with the master
servicer's (or special servicer's) normal servicing procedures. Unless otherwise
specified in the related prospectus supplement, the master servicer or special
servicer, as applicable, will be entitled to retain as additional servicing
compensation any fee collected in connection with the permitted transfer of a
mortgaged property. See "Certain Legal Aspects of Mortgage Loans--Due-on-Sale
and Due-on-Encumbrance Provisions".

SERVICING COMPENSATION AND PAYMENT OF EXPENSES

     Unless otherwise specified in the related prospectus supplement, a master
servicer's primary servicing compensation with respect to a series of
certificates will come from the periodic payment to it of a specified portion of
the interest payments on each mortgage loan in the related trust fund, including
mortgage loans serviced by the related special servicer. If and to the extent
described in the related prospectus supplement, a special servicer's primary
compensation with respect to a series of certificates may consist of any or all
of the following components--

     o  a specified portion of the interest payments on each mortgage loan in
        the related trust fund, whether or not serviced by it;

     o  an additional specified portion of the interest payments on each
        mortgage loan then currently serviced by it; and

     o  subject to any specified limitations, a fixed percentage of some or all
        of the collections and proceeds received with respect to each mortgage
        loan which was at any time serviced by it, including mortgage loans for
        which servicing was returned to the master servicer.


                                       50


     Insofar as any portion of the master servicer's or special servicer's
compensation consists of a specified portion of the interest payments on a
mortgage loan, such compensation will generally be based on a percentage of the
principal balance of such mortgage loan outstanding from time to time and,
accordingly, will decrease with the amortization of the mortgage loan. As
additional compensation, a master servicer or special servicer may be entitled
to 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 related Certificate
Account. A more detailed description of each master servicer's and special
servicer's compensation will be provided in the related prospectus supplement.
Any sub-servicer will receive as its sub-servicing compensation a portion of the
servicing compensation to be paid to the master servicer or special servicer
that retained such sub-servicer.

     In addition to amounts payable to any sub-servicer, a master servicer or
special servicer may be required, to the extent provided in the related
prospectus supplement, to pay from amounts that represent its servicing
compensation certain expenses incurred in connection with the administration of
the related trust fund, including, without limitation, payment of the fees and
disbursements of independent accountants, payment of fees and disbursements of
the trustee and any custodians appointed by the trustee and payment of expenses
incurred in connection with distributions and reports to certificateholders.
Certain other expenses, including certain expenses related to mortgage loan
defaults and liquidations and, to the extent so provided in the related
prospectus supplement, interest on such expenses at the rate specified in the
prospectus supplement, may be required to be borne by the trust fund.

EVIDENCE AS TO COMPLIANCE

     Unless otherwise specified in the related prospectus supplement, each
Pooling and Servicing Agreement will provide that on or before a specified date
in each year, beginning the first such date that is at least a specified number
of months after the Cut-off Date, there will be furnished to the related trustee
a report of a firm of independent certified public accountants stating that (1)
it has obtained a letter of representation regarding certain matters from the
management of the master servicer which includes an assertion that the master
servicer has complied with certain minimum mortgage loan servicing standards (to
the extent applicable to commercial and multifamily mortgage loans), identified
in the Uniform Single Attestation Program for Mortgage Bankers established by
the Mortgage Bankers Association of America, with respect to the master
servicer's servicing of commercial and multifamily mortgage loans during the
most recently completed calendar year and (2) on the basis of an examination
conducted by such firm in accordance with standards established by the American
Institute of Certified Public Accountants, such representation is fairly stated
in all material respects, subject to such exceptions and other qualifications
that, in the opinion of such firm, such standards require it to report. In
rendering its report such firm may rely, as to the matters relating to the
direct servicing of commercial and multifamily mortgage loans by sub-servicers,
upon comparable reports of firms of independent public accountants rendered on
the basis of examinations conducted in accordance with the same standards
(rendered within one year of such report) with respect to those sub-servicers.
The prospectus supplement may provide that additional reports of independent
certified public accountants relating to the servicing of mortgage loans may be
required to be delivered to the trustee.

     Each Pooling and Servicing Agreement will also provide that, on or before a
specified date in each year, beginning the first such date that is at least a
specified number of months after the Cut-off Date, the master servicer and
special servicer shall each deliver to the related trustee an annual statement
signed by one or more officers of the master servicer or the special servicer,
as the case may be, to the effect that, to the best knowledge of each such
officer, the master servicer or the special servicer, as the case may be, has
fulfilled in all material respects its obligations under the Pooling and
Servicing Agreement throughout the preceding year or, if there has been a
material default in the fulfillment of any such obligation, such statement shall
specify each such known default and the nature and status of such default. Such
statement may be provided as a single form making the required statements as to
more than one Pooling and Servicing Agreement.


                                       51


     Unless otherwise specified in the related prospectus supplement, copies of
the annual accountants' statement and the annual statement of officers of a
master servicer or special servicer may be obtained by certificateholders upon
written request to the trustee.

CERTAIN MATTERS REGARDING THE MASTER SERVICER, THE SPECIAL SERVICER, THE REMIC
ADMINISTRATOR AND THE DEPOSITOR

     Any entity serving as master servicer, special servicer or REMIC
administrator under a Pooling and Servicing Agreement may be an affiliate of the
depositor and may have other normal business relationships with the depositor or
the depositor's affiliates. Unless otherwise specified in the prospectus
supplement for a series of certificates, the related Pooling and Servicing
Agreement will permit the master servicer, the special servicer and any REMIC
administrator to resign from its obligations under the Pooling and Servicing
Agreement only upon a determination that such 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 such resignation
will become effective until the trustee or other successor has assumed the
obligations and duties of the resigning master servicer, special servicer or
REMIC administrator, as the case may be, under the Pooling and Servicing
Agreement. The master servicer and special 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 certain 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 master
servicer, the special servicer, the REMIC administrator, the depositor, any
extension adviser 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; provided, however, that none of
the master servicer, the special servicer, the REMIC administrator, the
depositor, any extension adviser or any such person will be protected against
any liability that would otherwise be imposed by reason of willful 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 such
obligations and duties. Unless otherwise specified in the related prospectus
supplement, each Pooling and Servicing Agreement will further provide that the
master servicer, the special servicer, the REMIC administrator, the depositor,
any extension adviser and any director, officer, employee or agent of any 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 such Pooling and Servicing Agreement or the related series of
certificates; provided, however, that such indemnification will not extend to
any loss, liability or expense incurred by reason of willful misfeasance, bad
faith or negligence in the performance of obligations or duties under such
Pooling and Servicing Agreement, or by reason of reckless disregard of such
obligations or duties. In addition, each Pooling and Servicing Agreement will
provide that none of the master servicer, the special servicer, the REMIC
administrator, any extension adviser or the depositor will be under any
obligation to appear in, prosecute or defend any legal action that is not
incidental to its respective responsibilities under the Pooling and Servicing
Agreement and that in its opinion may involve it in any expense or liability.
However, each of the master servicer, the special servicer, the REMIC
administrator, any extension adviser and the depositor will be permitted, in the
exercise of its discretion, to undertake any such 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 under the Pooling and
Servicing Agreement. In such event, the legal expenses and costs of such action,
and any liability resulting from such action, will be expenses, costs and
liabilities of the related series of certificateholders, and the master
servicer, the special servicer, the REMIC administrator, any extension adviser
or the depositor, as the case may be, will be entitled to charge the related
Certificate Account for this expense.


                                       52


     Any person into which the master servicer, the special servicer, the REMIC
administrator or the depositor may be merged or consolidated, or any person
resulting from any merger or consolidation to which the master servicer, the
special servicer, the REMIC administrator or the depositor is a party, or any
person succeeding to the business of the master servicer, the special servicer,
the REMIC administrator or the depositor, will be the successor of the master
servicer, the special servicer, the REMIC administrator or the depositor, as the
case may be, under the related Pooling and Servicing Agreement.

     Unless otherwise specified in the related prospectus supplement, a REMIC
administrator will be entitled to perform any of its duties under the related
Pooling and Servicing Agreement either directly or by or through agents or
attorneys, and the REMIC administrator will not be responsible for any willful
misconduct or gross negligence on the part of any such agent or attorney
appointed by it with due care.

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, without limitation--

     o  any failure by the master servicer to distribute or cause to be
        distributed to the certificateholders of such series, or to remit to the
        trustee for distribution to such certificateholders, any amount required
        to be so distributed or remitted, pursuant to, and at the time specified
        by, the terms of the Pooling and Servicing Agreement;

     o  any failure by the special servicer to remit to the master servicer or
        the trustee, as applicable, any amount required to be so remitted,
        pursuant to, and at the time specified by, the terms of the Pooling and
        Servicing Agreement;

     o  any failure by the master servicer or the special servicer duly to
        observe or perform in any material respect any of its other covenants or
        obligations under the related Pooling and Servicing Agreement, which
        failure continues unremedied for thirty days after written notice of
        such failure has been given to the master servicer or the special
        servicer, as the case may be, by any other party to the related Pooling
        and Servicing Agreement, or to the master servicer or the special
        servicer, as the case may be, with a copy to each other party to the
        related Pooling and Servicing Agreement, by certificateholders entitled
        to not less than 25% (or such other percentage specified in the related
        prospectus supplement) of the Voting Rights for such series;

     o  any failure by a REMIC administrator (if other than the trustee) duly to
        observe or perform in any material respect any of its covenants or
        obligations under the related Pooling and Servicing Agreement, which
        failure continues unremedied for thirty days after written notice of
        such notice has been given to the REMIC administrator by any other party
        to the related Pooling and Servicing Agreement, or to the REMIC
        administrator, with a copy to each other party to the related Pooling
        and Servicing Agreement, by certificateholders entitled to not less than
        25% (or such other percentage specified in the related prospectus
        supplement) of the Voting Rights for such series;

     o  certain events involving a determination by a rating agency that the
        master servicer or the special servicer is no longer approved by such
        rating agency to serve in such capacity; and

     o  certain events of insolvency, readjustment of debt, marshaling of assets
        and liabilities, or similar proceedings in respect of or relating to the
        master servicer, the special servicer or the REMIC administrator (if
        other than the trustee), and certain actions by or on behalf of the
        master servicer, the special servicer or the REMIC administrator (if
        other than the trustee) indicating its insolvency or inability to pay
        its obligations.


                                       53


     Material variations to the foregoing Events of Default (other than to add
thereto or shorten cure periods or eliminate notice requirements) will be
specified in the related prospectus supplement. Unless otherwise specified in
the related prospectus supplement, when a single entity acts as master servicer,
special servicer and REMIC administrator, or in any two of the foregoing
capacities, for any trust fund, an Event of Default in one capacity will (except
where related only to a Rating Agency's evaluation of the acceptability of such
entity to act in a particular capacity) constitute an event of default in each
capacity.

RIGHTS UPON EVENT OF DEFAULT

     If an Event of Default occurs with respect to the master servicer, the
special servicer or a REMIC administrator under a Pooling and Servicing
Agreement, then, in each and every such case, so long as the Event of Default
remains unremedied, the trustee will be authorized, and at the direction of
certificateholders of the related series entitled to not less than 25% (or such
other percentage specified in the related prospectus supplement) of the Voting
Rights for such series, the trustee will be required, to terminate all of the
rights and obligations of the defaulting party as master servicer, special
servicer or REMIC administrator, as applicable, under the Pooling and Servicing
Agreement, whereupon the trustee will succeed to all of the responsibilities,
duties and liabilities of the defaulting party as master servicer, special
servicer or REMIC administrator, as applicable, under the Pooling and Servicing
Agreement (except that if the defaulting party 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 make such
advances, or if the related prospectus supplement so specifies, the trustee will
not be obligated to make such advances) and will be entitled to similar
compensation arrangements. 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 25% (or such other percentage specified in the related prospectus
supplement) of the Voting Rights for such series, it will be required to)
appoint, or petition a court of competent jurisdiction to appoint, a loan
servicing institution or other entity that (unless otherwise provided in the
related prospectus supplement) is acceptable to each applicable rating agency to
act as successor to the master servicer, special servicer or REMIC
administrator, as the case may be, under the Pooling and Servicing Agreement.
Pending such appointment, the trustee will be obligated to act in such capacity.

     If the same entity is acting as both trustee and REMIC administrator, it
may be removed in both such capacities as described under "--Resignation and
Removal of the Trustee" below.

     No certificateholder will have any right under a Pooling and Servicing
Agreement to institute any proceeding with respect to such Pooling and Servicing
Agreement unless such holder previously has given to the trustee written notice
of default and the continuance of such default and unless the holders of
certificates of any class evidencing not less than 25% of the aggregate
Percentage Interests constituting such class have made written request upon the
trustee to institute such proceeding in its own name as trustee under the
Pooling and Servicing Agreement and have offered to the trustee reasonable
indemnity and the trustee for sixty days after receipt of such request and
indemnity has neglected or refused to institute any such proceeding. However,
the trustee will be under no obligation to exercise any of the trusts or powers
vested in it by the Pooling and Servicing Agreement or to institute, conduct or
defend any litigation under the Pooling and Servicing Agreement or in relation
thereto at the request, order or direction of any of the holders of certificates
covered by such Pooling and Servicing Agreement, unless such certificateholders
have offered to the trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred in connection with such
litigation.

AMENDMENT

     Except as otherwise specified in the related prospectus supplement, each
Pooling and Servicing Agreement may be amended by the parties thereto, without
the consent of any of the holders of certificates covered by such Pooling and
Servicing Agreement, (1) to cure any ambiguity, (2) to


                                       54


correct or supplement any provision in the Pooling and Servicing Agreement which
may be inconsistent with any other provision in the Pooling and Servicing
Agreement or to correct any error, (3) to change the timing and/or nature of
deposits in the Certificate Account, provided that (A) such change would not
adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel, and (B) such change would not result in
the withdrawal, downgrade or qualification of any of the then-current ratings on
the certificates, as evidenced by a letter from each applicable rating agency,
(4) if a REMIC election has been made with respect to the related trust fund, to
modify, eliminate or add to any of its provisions (A) to such extent as shall be
necessary to maintain the qualification of the trust fund (or any designated
portion of the trust fund) as a REMIC or to avoid or minimize the risk of
imposition of any tax on the related trust fund, provided that the trustee has
received an opinion of counsel to the effect that (1) such action is necessary
or desirable to maintain such qualification or to avoid or minimize such risk,
and (2) such action will not adversely affect in any material respect the
interests of any holder of certificates covered by the Pooling and Servicing
Agreement, or (B) to restrict the transfer of the REMIC Residual Certificates,
provided that the depositor has determined that the then-current ratings of the
classes of the certificates that have been rated will not be withdrawn,
downgraded or qualified, as evidenced by a letter from each applicable rating
agency, and that any such amendment will not give rise to any tax with respect
to the transfer of the REMIC Residual Certificates to a non-permitted transferee
(See "Certain Federal Income Tax Consequences--REMICs--Tax and Restrictions on
Transfers of REMIC Residual Certificates to Certain Organizations" in this
prospectus supplement), (5) to make any other provisions with respect to matters
or questions arising under such Pooling and Servicing Agreement or any other
change, provided that such action will not adversely affect in any material
respect the interests of any certificateholder, or (6) to amend specified
provisions that are not material to holders of any class of certificates offered
by this prospectus.

     The Pooling and Servicing Agreement may also be amended by the parties
thereto with the consent of the holders of certificates of each class affected
by an amendment evidencing, in each case, not less than 662/3% (or such other
percentage specified in the related prospectus supplement) of the aggregate
Percentage Interests constituting such class for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
such Pooling and Servicing Agreement or of modifying in any manner the rights of
the holders of certificates covered by such Pooling and Servicing Agreement,
except that no such amendment may (1) reduce in any manner the amount of, or
delay the timing of, payments received on mortgage loans which are required to
be distributed on a certificate of any class without the consent of the holder
of such certificate or (2) reduce the aforesaid percentage of certificates of
any class the holders of which are required to consent to any such amendment
without the consent of the holders of all certificates of such class covered by
such Pooling and Servicing Agreement then outstanding.

     Notwithstanding the foregoing, if one or more REMIC elections have been
made with respect to the related trust fund, the trustee will not be required to
consent to any amendment to a Pooling and Servicing Agreement without having
first received an opinion of counsel to the effect that such amendment or the
exercise of any power granted to the master servicer, the special servicer, the
depositor, the trustee or any other specified person in accordance with such
amendment will not result in the imposition of a tax on the related trust fund
or cause such trust fund (or any designated portion of the trust fund) to fail
to qualify as a REMIC.

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 such certificateholders access
during normal business hours to the most recent list of certificateholders of
that series held by such person. If such list is as of a date more than 90 days
prior to the date of receipt of such certificateholders'


                                       55


request, then such person, if not the registrar for such series of certificates,
will be required to request from such registrar a current list and to afford
such requesting certificateholders access thereto promptly upon receipt.

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 relationships with the depositor and its affiliates and
with any master servicer, special servicer or REMIC administrator and its
affiliates.

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,
such certificates or any underlying mortgage asset or related document and will
not be accountable for the use or application by or on behalf of any master
servicer or special servicer of any funds paid to the master servicer or special
servicer in respect of the certificates or the underlying mortgage assets. 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 such documents and to determine whether they
conform to the requirements of such agreement.

CERTAIN MATTERS REGARDING 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
master servicer or other specified person or may be required to be borne by the
related trust fund.

     Unless otherwise specified in the related prospectus supplement, the
trustee for each series of certificates will be entitled to indemnification,
from amounts held in the Certificate Account for such series, for any loss,
liability or expense incurred by the trustee in connection with the trustee's
acceptance or administration of its trusts under the related Pooling and
Servicing Agreement; provided, however, that such indemnification will not
extend to any loss liability or expense incurred by reason of willful
misfeasance, bad faith or gross negligence on the part of the trustee in the
performance of its obligations and duties under the Pooling and Servicing
Agreement, or by reason of its reckless disregard of such obligations or duties.

     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 under the Pooling and Servicing Agreement either directly or
by or through agents or attorneys, and the trustee will not be responsible for
any willful misconduct or negligence on the part of any such agent or attorney
appointed by it with due care.

RESIGNATION AND REMOVAL OF THE TRUSTEE

     The trustee may resign at any time, in which event the depositor will be
obligated to appoint a successor trustee. The depositor may also remove the
trustee if the trustee ceases to be eligible to continue as such under the
Pooling and Servicing Agreement or if the trustee becomes insolvent. Upon
becoming aware of such circumstances, the depositor will be obligated to appoint
a successor trustee. The trustee may also be removed at any time by the holders
of certificates of the applicable series evidencing not less than 331/3% (or
such other percentage specified in the related prospectus supplement) of the
Voting Rights for such series. Any resignation or removal of the trustee and
appointment of a successor trustee will not become effective until acceptance of
the appointment by the successor trustee. Notwithstanding anything in this
prospectus to the contrary, if any entity is acting as both trustee and REMIC
administrator, then any resignation or removal of such entity as the trustee
will also constitute the resignation or removal of such entity as REMIC
administrator, and the successor trustee will serve as successor to the REMIC
administrator as well.


                                       56


                         DESCRIPTION OF CREDIT SUPPORT

GENERAL

     Credit support may be provided with respect to one or more classes of the
certificates of any series or with respect to the related mortgage assets.
Credit support may be in the form of a letter of credit, the subordination of
one or more classes of certificates, the use of a pool insurance policy or
guarantee insurance, the establishment of one or more reserve funds and/or cash
collateral accounts, overcollateralization, or another method of credit support
described in the related prospectus supplement, or any combination of the
foregoing. If and to the extent so provided in the related prospectus
supplement, any of the foregoing forms of credit support may provide credit
enhancement for more than one series of certificates.

     Unless otherwise provided in the related prospectus supplement for a series
of certificates, the credit support will not provide protection against all
risks of loss and will not guarantee payment to certificateholders of all
amounts to which they are entitled under the related Pooling and Servicing
Agreement. If losses or shortfalls occur that exceed the amount covered by the
related credit support or that are of a type not covered by such credit support,
certificateholders will bear their allocable share of deficiencies. Moreover, if
a form of credit support covers the offered certificates of more than one series
and losses on the related mortgage assets exceed the amount of such credit
support, it is possible that the holders of offered certificates of one (or
more) such series will be disproportionately benefited by such credit support to
the detriment of the holders of offered certificates of one (or more) other such
series.

     If credit support is provided with respect to one or more classes of
certificates of a series, or with respect to the related mortgage assets, the
related prospectus supplement will include a description of--

     o  the nature and amount of coverage under such credit support;

     o  any conditions to payment under the credit support not otherwise
        described in this prospectus;

     o  the conditions (if any) under which the amount of coverage under such
        credit support may be reduced and under which such credit support may be
        terminated or replaced; and

     o  the material provisions relating to such credit support.

     Additionally, the related prospectus supplement will set forth certain
information with respect to the obligor, if any, under any instrument of credit
support. See "Risk Factors--Credit Support Limitations".

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 certain
types of losses or shortfalls. The related prospectus supplement will set forth
information concerning the method and amount of subordination provided by a
class or classes of Subordinate Certificates in a series and the circumstances
under which such subordination will be available.

     If the mortgage assets in any trust fund are divided into separate groups,
each supporting a separate class or classes of certificates of the related
series, credit support may be provided by cross-support provisions requiring
that distributions be made on Senior Certificates evidencing interests in one
group of mortgage assets prior to distributions on Subordinate Certificates
evidencing interests in a different group of mortgage assets within the trust
fund. The prospectus supplement for a series that includes a cross-support
provision will describe the manner and conditions for applying such provisions.



                                       57


INSURANCE OR GUARANTEES CONCERNING THE MORTGAGE LOANS

     If so provided in the prospectus supplement for a series of certificates,
mortgage loans included in the related trust fund will be covered for certain
default risks by insurance policies or guarantees. The related prospectus
supplement will describe the nature of such default risks and the extent of such
coverage.

LETTER OF CREDIT

     If so provided in the prospectus supplement for a series of certificates,
deficiencies in amounts otherwise payable on such certificates or certain
classes of certificates will be covered by one or more letters of credit, issued
by a bank or other financial institution (which may be an affiliate of the
depositor) specified in such prospectus supplement. Under a letter of credit,
the providing institution will be obligated to honor draws in an aggregate fixed
dollar amount, net of unreimbursed payments under the letter of credit,
generally equal to a percentage specified in the related prospectus supplement
of the aggregate principal balance of some or all of the related 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 certain
types of losses and shortfalls. The amount available under the letter of credit
will, in all cases, be reduced to the extent of the unreimbursed payments under
the letter of credit and may otherwise be reduced as described in the related
prospectus supplement. The obligations of the providing institution 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.

CERTIFICATE INSURANCE AND SURETY BONDS

     If so provided in the prospectus supplement for a series of certificates,
deficiencies in amounts otherwise payable on such certificates or certain
classes of certificates will be covered by insurance policies or surety bonds
provided by one or more insurance companies or sureties. Such instruments may
cover, with respect to one or more classes of certificates of the related
series, timely distributions of interest or 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
such instrument.

RESERVE FUNDS

     If so provided in the prospectus supplement for a series of certificates,
deficiencies in amounts otherwise payable on such certificates or certain
classes will be covered (to the extent of available funds) by one or more
reserve funds in which cash, a letter of credit, Permitted Investments, a demand
note or a combination will be deposited, in the amounts specified in such
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
certain collections received on the related mortgage assets.

     Amounts on deposit in any reserve fund for a series 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 certain types of losses
and shortfalls. Following each Distribution Date, amounts in a reserve fund in
excess of any amount required to be maintained in such reserve funds 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 such investments will be credited to the related reserve fund for such
series, and any loss resulting from such investments will be charged to


                                       58


such reserve fund. However, such income may be payable to any related master
servicer or another service provider as additional compensation for its
services. The reserve fund, if any, for a series will not be a part of the trust
fund unless otherwise specified in the related prospectus supplement.

CASH COLLATERAL ACCOUNT

     If so specified in the related prospectus supplement, all or any portion of
credit enhancement for a series of certificates may be provided by the
establishment of a cash collateral account. A cash collateral account will be
similar to a reserve fund except that generally a cash collateral account is
funded initially by a loan from a cash collateral lender, the proceeds of which
are invested with the cash collateral lender or other eligible institution. The
loan from the cash collateral lender will be repaid from such amounts as are
specified in the related prospectus supplement. Amounts on deposit in the cash
collateral account will be available in generally the same manner described
above with respect to a reserve fund. As specified in the related prospectus
supplement, a cash collateral account may be deemed to be part of the assets of
the related Trust, may be deemed to be part of the assets of a separate cash
collateral trust or may be deemed to be property of the party specified in the
related prospectus supplement and pledged for the benefit of the holders of one
or more classes of certificates of a series.

CREDIT SUPPORT WITH RESPECT TO MBS

     If so provided in the prospectus supplement for a series of certificates,
any MBS included in the related trust fund and/or the related underlying
mortgage loans may be covered by one or more of the types of credit support
described in this prospectus. The related prospectus supplement will specify, as
to each such form of credit support, the information indicated above with
respect thereto, to the extent such information is material and available.


                                       59


                    CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS

     The following discussion contains general summaries of certain legal
aspects of mortgage loans secured by commercial and multifamily residential
properties. Because such legal aspects are governed by applicable state law
(which laws may differ substantially), the summaries do not purport to be
complete, to reflect the laws of any particular state, or to encompass the laws
of all states in which the security for the mortgage loans (or mortgage loans
underlying any MBS) is situated. Accordingly, the summaries are qualified in
their entirety by reference to the applicable laws of those states. See
"Description of the Trust Funds--Mortgage Loans". For purposes of the following
discussion, "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 in this
prospectus collectively referred to as "mortgages". A mortgage creates a lien
upon, or grants a title interest in, the real property covered by that mortgage,
and represents the security for the repayment of the indebtedness customarily
evidenced by a promissory note. The priority of the lien created or interest
granted will depend on 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, pursuant to which the borrower, or grantor, conveys title to the
real property to the grantee, or lender, generally with a power of sale, until
such 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 may
execute a separate undertaking to make payments on the mortgage note. In no
event is the land trustee personally liable for the mortgage note obligation.
The mortgagee's authority under a mortgage, the trustee's authority under a deed
of trust and the grantee's authority under a deed to secure debt are governed by
the express provisions of the related instrument, the law of the state in which
the real property is located, certain federal laws 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 and/or may be accompanied by a separate
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 from such leases and rents, 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 rates are considered accounts
receivable under the Uniform Commercial Code; in cases where hotels or motels
constitute loan security, the rates 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 room rates and must
file continuation statements, generally every five years, to maintain perfection
of such security interest. In certain cases, mortgage loans secured by hotels or
motels may be included in a trust fund even if the security interest in the room
rates was not perfected or the requisite UCC filings were allowed to lapse. Even
if the lender's security interest in room rates is perfected under applicable
nonbankruptcy law, it will generally be required to commence a foreclosure
action or otherwise take possession of the property in order to enforce its
rights to collect the room rates following a default. In the bankruptcy setting,
however, the lender will be stayed from enforcing its rights to collect room
rates, but those room rates (in light of certain revisions to the Bankruptcy
Code which are effective for all bankruptcy cases commenced on or after October
22, 1994) constitute "cash collateral" and therefore cannot be used by the
bankruptcy debtor without lender's consent or a hearing at which the lender's
interest in the room rates is given adequate protection (e.g., the lender
receives cash payments from otherwise unencumbered funds or a replacement lien
on unencumbered property, in either case equal in value to the amount of room
rates that the debtor proposes to use, or other similar relief). See
"--Bankruptcy Laws".

     In the case of office and retail properties, the bankruptcy or insolvency
of a major tenant or a number of smaller tenants may have an adverse impact on
the mortgaged properties affected and the income produced by such mortgaged
properties. Under bankruptcy law, a tenant has the option of assuming
(continuing), or rejecting (terminating) or, subject to certain conditions,
assigning to a third party any unexpired lease. If the tenant assumes its lease,
the tenant must cure all defaults under the lease and provide the landlord with
adequate assurance of its future performance under the lease. If the tenant
rejects the lease, the landlord's claim for breach of the lease would (absent
collateral securing the claim) be treated as a general unsecured claim. The
amount of the claim would be limited to the amount owed for unpaid pre-petition
lease payments unrelated to the rejection, plus the greater of one year's lease
payments or 15% of the remaining lease payments payable under the lease (but not
to exceed three years' lease payments). If the tenant assigns its lease, the
tenant must cure all defaults under the lease and the proposed assignee must
demonstrate adequate assurance of future performance under the lease.

PERSONALTY

     In the case of certain 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 in the mortgage
loan, and must file continuation statements, generally every five years, to
maintain that perfection. In certain cases, mortgage loans secured in part by
personal property may be included in a trust fund even if the security interest
in such personal property was not perfected or the requisite UCC filings were
allowed to lapse.

FORECLOSURE

     General. Foreclosure is a legal procedure that allows the lender to recover
its mortgage debt by enforcing its rights and available legal remedies under the
mortgage. If the borrower defaults in payment or performance of its obligations
under the note or mortgage, the lender has the right to institute foreclosure
proceedings to sell the real property 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 nonjudicial 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.


                                       61


     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.

     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. Such sales are made in accordance with
procedures that vary from state to state.

     Equitable and Other Limitations on Enforceability of Certain Provisions.
United States courts have traditionally imposed general equitable principles to
limit the remedies available to lenders in foreclosure actions. These principles
are generally designed to relieve borrowers from the effects of mortgage
defaults perceived as harsh or unfair. Relying on such principles, a court may
alter the specific terms of a loan to the extent it considers necessary to
prevent or remedy an injustice, undue oppression or overreaching, or may require
the lender to undertake affirmative actions to determine the cause of the
borrower's default and the likelihood that the borrower will be able to
reinstate the loan. In some cases, courts have substituted their judgment for
the lender's and have required that lenders reinstate loans or recast payment
schedules in order to accommodate borrowers who are suffering from a temporary
financial disability. In other cases, courts have limited the right of the
lender to foreclose in the case of a nonmonetary 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.

     In addition, some states may have statutory protection such as the right of
the borrower to reinstate mortgage loans after commencement of foreclosure
proceedings but prior to a foreclosure sale.

     Nonjudicial Foreclosure/Power of Sale. In states permitting nonjudicial
foreclosure proceedings, foreclosure of a deed of trust is generally
accomplished by a nonjudicial trustee's sale 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 nonjudicial 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 such 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 exact
status of title to the property (due to, among other


                                       62


things, redemption rights that may exist) and because of the possibility that
physical deterioration of the property may have occurred during the foreclosure
proceedings. Therefore, it is common for the lender to purchase the mortgaged
property for an amount equal to the secured indebtedness and accrued and unpaid
interest plus the expenses of foreclosure, in which event the borrower's debt
will be extinguished, or for a lesser amount in order to preserve its right to
seek a deficiency judgment if such is available under state law and under the
terms of the mortgage loan documents. (The mortgage loans, however, may be
nonrecourse. See "Risk Factors--Certain Factors Affecting Delinquency,
Foreclosure and Loss of the Mortgage Loans--Limited Recourse Nature of the
Mortgage Loans".) Thereafter, subject to the borrower's right in some states to
remain in possession during a redemption period, the lender will become the
owner of the property and have both the benefits and burdens of ownership,
including the obligation to pay debt service on any senior mortgages, to pay
taxes, to obtain casualty insurance and to make such repairs as are necessary to
render the property suitable for sale. The costs of operating and maintaining a
commercial or multifamily residential property may be significant and may be
greater than the income derived from that property. The lender also will
commonly obtain the services of a real estate broker and pay the broker's
commission in connection with the sale or lease of the property. Depending upon
market conditions, the ultimate proceeds of the sale of the property may not
equal the lender's investment in the property. Moreover, because of the expenses
associated with acquiring, owning and selling a mortgaged property, a lender
could realize an overall loss on a mortgage loan even if the mortgaged property
is sold at foreclosure, or resold after it is acquired through foreclosure, for
an amount equal to the full outstanding principal amount of the loan plus
accrued interest.

     The holder of a junior mortgage that forecloses on a mortgaged property
does so subject to senior mortgages and any other prior liens, 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.

     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 (nonstatutory) 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 such other assets, if any, that were pledged to
secure the mortgage loan. However, even if a mortgage loan by its terms provides
for recourse to the borrower's other assets, a lender's ability to realize upon
those assets may be limited by state law. For example, in some states a lender
cannot obtain a deficiency


                                       63


judgment against the borrower following foreclosure or sale under a deed of
trust. A deficiency judgment is a personal judgment against the former borrower
equal to the difference between the net amount realized upon the public sale of
the real property and the amount due to the lender. Other statutes may require
the lender to exhaust the security afforded under a mortgage before bringing a
personal action against the borrower. In certain other states, the lender has
the option of bringing a personal action against the borrower on the debt
without first exhausting such security; however, in some of those states, the
lender, following judgment on such 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 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 Considerations. Mortgage loans may be secured by a mortgage on
the borrower's leasehold interest in a ground lease. Leasehold mortgage loans
are subject to certain risks not associated with mortgage loans secured by a
lien on the fee estate of the borrower. The most significant of these risks is
that if the borrower's leasehold were to be terminated upon a lease default, the
leasehold mortgagee could lose its security. This risk may be lessened if the
ground lease requires the lessor to give the leasehold mortgagee notices of
lessee defaults and an opportunity to cure them, requires the lessor to grant
the mortgagee a new lease if the existing lease is rejected in a bankruptcy
proceeding, permits the leasehold estate to be assigned to and by the leasehold
mortgagee or the purchaser at a foreclosure sale, and contains certain other
protective provisions typically included in a "mortgageable" ground lease.
Certain mortgage loans, however, may be secured by ground leases which do not
contain these provisions.

     Cooperative Shares. Mortgage loans may be secured by a security interest on
the borrower's ownership interest in shares, and the proprietary leases
appurtenant thereto, allocable to cooperative dwelling units that may be vacant
or occupied by nonowner tenants. Such loans are subject to certain 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,
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 canceled in
the event that associated maintenance charges due under the related proprietary
leases are not paid. Typically, a recognition agreement between the lender and
the cooperative provides, among other things, the lender with an opportunity to
cure a default under a proprietary lease.

     Under the laws applicable in many states, "foreclosure" on cooperative
shares is accomplished by a sale in accordance with the provisions of Article 9
of the UCC and the security agreement relating to the shares. Article 9 of the
UCC requires that a sale be conducted in a "commercially reasonable" manner,
which may be dependent upon, among other things, the notice given the debtor and
the method, manner, time, place and terms of the sale. Article 9 of the UCC
provides that the proceeds of the sale will be applied first to pay the costs
and expenses of the sale and then to satisfy the indebtedness secured by the
lender's security interest. A recognition agreement, however, generally provides
that the lender's right to reimbursement is subject to the right of the
cooperative to receive sums due under the proprietary leases.

BANKRUPTCY LAWS

     Operation of the Bankruptcy Code and related state laws may interfere with
or affect the ability of a lender to realize upon collateral and/or to enforce a
deficiency judgment. For example, under the Bankruptcy Code, virtually all
actions (including foreclosure actions and deficiency judgment proceedings) 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 such
automatic stay can be significant. Also, under the


                                       64


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
such junior lien.

     Under the Bankruptcy Code, provided certain 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 under certain
circumstances. For example, the outstanding amount of the loan may be reduced to
the then-current value of the property (with a corresponding partial reduction
of the amount of lender's security interest) pursuant to a confirmed plan or
lien avoidance proceeding, thus leaving the lender a general unsecured creditor
for the difference between such value and the outstanding balance of the loan.
Other modifications may include the reduction in the amount of each scheduled
payment, by means of a reduction in the rate of interest and/or an alteration of
the repayment schedule (with or without affecting the unpaid principal balance
of the loan), and/or by an extension (or shortening) of the term to maturity.
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,
through its rehabilitative plan, 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.

     Federal bankruptcy law may also have the effect of interfering with or
affecting the ability of a secured lender to enforce the borrower's assignment
of rents and leases related to the mortgaged property. Under the Bankruptcy
Code, a lender may be stayed from enforcing the assignment, and the legal
proceedings necessary to resolve the issue could be time-consuming, with
resulting delays in the lender's receipt of the rents. Recent amendments to the
Bankruptcy Code, however, may minimize the impairment of the lender's ability to
enforce the borrower's assignment of rents and leases. In addition to the
inclusion of hotel revenues within the definition of "cash collateral" as noted
previously in the Section entitled "-- Leases and Rents", the amendments provide
that a pre-petition security interest in rents or hotel revenues extends (unless
the bankruptcy court orders otherwise based on the equities of the case) to such
post-petition rents or revenues and is intended to overrule those cases that
held that a security interest in rents is unperfected under the laws of certain
states until the lender has taken some further action, such as commencing
foreclosure or obtaining a receiver prior to activation of the assignment of
rents.

     If a borrower's ability to make payment on a mortgage loan is dependent on
its receipt of rent payments under a lease of the related property, that ability
may be impaired by the commencement of a bankruptcy case relating to a lessee
under such lease. Under the Bankruptcy Code, the filing of a petition in
bankruptcy by or on behalf of a lessee results in a stay in bankruptcy against
the commencement or continuation of any state court proceeding for past due
rent, for accelerated rent, for damages or for a summary eviction order with
respect to a default under the lease that occurred prior to the filing of the
lessee's petition. In addition, the Bankruptcy Code generally provides that a
trustee or debtor-in-possession may, subject to approval of the court, (1)
assume the lease and retain it or assign it to a third party or (2) reject the
lease. If the lease is assumed, the trustee or debtor-in-possession (or
assignee, if applicable) must cure any defaults under the lease, compensate the
lessor for its losses and provide the lessor with "adequate assurance" of future
performance. Such remedies may be insufficient, and any assurances provided to
the lessor may, in fact, be inadequate. If the lease is rejected, the lessor
will be treated as an unsecured creditor with respect to its claim for damages
for termination of the lease. The Bankruptcy Code also limits a lessor's damages
for lease rejection to the rent reserved by the lease (without regard to
acceleration) for the greater of one year, or 15%, not to exceed three years, of
the remaining term of the lease.

     Pursuant to the federal doctrine of "substantive consolidation" or to the
(predominantly state law) doctrine of "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 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
extended to the first and the rights of creditors of the first entity impaired
in the fashion set forth above in the discussion of ordinary bankruptcy
principles.


                                       65


Depending on facts and circumstances not wholly in existence at the time a loan
is originated or transferred to the trust fund, 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.

     For each mortgagor that is described as a "special purpose entity", "single
purpose entity" or "bankruptcy remote entity" in the related prospectus
supplement, the activities that may be conducted by such mortgagor and its
ability to incur debt are restricted by the applicable mortgage or the
organizational documents of such mortgagor in such manner as is intended to make
the likelihood of a bankruptcy proceeding being commenced by or against such
mortgagor remote, and such mortgagor has been organized and is designed to
operate in a manner such that its separate existence should be respected
notwithstanding a bankruptcy proceeding in respect of one or more affiliated
entities of such mortgagor. However, the depositor makes 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 CONSIDERATIONS

     General. A lender may be subject to environmental risks when taking a
security interest in real property. Of particular concern may be properties that
are or have been used for industrial, manufacturing, military or disposal
activity. Such environmental risks include the possible diminution of the value
of a contaminated property or, as discussed below, potential liability for
clean-up costs or other remedial actions that could exceed the value of the
property or the amount of the lender's loan. In certain circumstances, a lender
may decide to abandon a contaminated mortgaged property as collateral for its
loan rather than foreclose and risk liability for clean-up costs.

     Superlien Laws. Under the laws of many states, contamination on a property
may give rise to a lien on the property for clean-up costs. In several states,
such a lien has priority over all existing liens, including those of existing
mortgages. In these states, the lien of a mortgage may lose its priority to such
a "superlien".

     CERCLA. CERCLA, imposes strict liability on present and past "owners" and
"operators" of contaminated real property for the costs of clean-up. A secured
lender may be liable as an "owner" or "operator" of a contaminated mortgaged
property if agents or employees of the lender have become sufficiently involved
in the management of such mortgaged property or the operations of the borrower.
Such liability may exist even if the lender did not cause or contribute to the
contamination and regardless of whether or not the lender has actually taken
possession of a mortgaged property through foreclosure, deed in lieu of
foreclosure or otherwise. Moreover, such liability is not limited to the
original or unamortized principal balance of a loan or to the value of the
property securing a loan. Excluded from CERCLA's definition of "owner" or
"operator", however, is a person "who without participating in the management of
the facility, holds indicia of ownership primarily to protect his security
interest". This is the so-called "secured creditor exemption."

     The Asset Conservation, Lender Liability and Deposit Insurance Act of 1996,
amended, among other things, the provisions of CERCLA with respect to lender
liability and the secured creditor exemption. The Act offers substantial
protection of lenders by defining the activities in which a lender can engage
and still have the benefit of the secured creditor exemption. In order for a
lender to be deemed to have participated in the management of a mortgaged
property, the lender must actually participate in the operational affairs of the
property of the borrower. The Asset Conservation, Lender Liability and Deposit
Insurance Act of 1996 provides that "merely having the capacity to influence, or
unexercised right to control" operations does not constitute participation in
management. A lender will lose the protection of the secured creditor exemption
only if it exercises decision making control over the borrower's environmental
compliance and hazardous substance handling and disposal practices, or assumes
day-to-day management of operational functions of the


                                       66


mortgaged property. The Asset Conservation, Lender Liability and Deposit
Insurance Act of 1996 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.

     Certain Other Federal and State Laws. Many states have statutes similar to
CERCLA, and not all those statutes provide for a secured creditor exemption. In
addition, under federal law, there is potential liability relating to hazardous
wastes and underground storage tanks under the federal Resource Conservation and
Recovery Act.

     In addition, the definition of "hazardous substances" under CERCLA
specifically excludes petroleum products. Subtitle I of the Resource
Conservation and Recovery Act governs underground petroleum storage tanks. Under
the Asset Conservation, Lender Liability and Deposit Insurance Act of 1996, the
protections accorded to lenders under CERCLA are also accorded to the holders of
security interests in underground storage tanks. It should be noted, however,
that liability for cleanup of petroleum contamination may be governed by state
law, which may not provide for any specific protection of secured creditors.

     In a few states, transfers of some types of properties are conditioned upon
cleanup of contamination prior to transfer. In these cases, a lender that
becomes the owner of a property through foreclosure, deed in lieu of foreclosure
or otherwise, may be required to clean up the contamination before selling or
otherwise transferring the property.

     Beyond statute-based environmental liability, there exist common law causes
of action (for example, actions based on nuisance or on toxic tort resulting in
death, personal injury or damage to property) related to hazardous environmental
conditions on a property. While it may be more difficult to hold a lender liable
in such cases, unanticipated or uninsured liabilities of the borrower may
jeopardize the borrower's ability to meet its loan obligations.

     Additional Considerations. The cost of remediating hazardous substance
contamination at a property can be substantial. If a lender becomes liable, it
can bring an action for contribution against the owner or operator who created
the environmental hazard, but that individual or entity may be without
substantial assets. Accordingly, it is possible that such costs could become a
liability of the trust fund and occasion a loss to the certificateholders of the
related series.

     To reduce the likelihood of such a loss, unless otherwise specified in the
related prospectus supplement, the Pooling and Servicing Agreement will provide
that neither the master servicer nor the special servicer, acting on behalf of
the trustee, may acquire title to a mortgaged property or take over its
operation unless the special servicer, based solely (as to environmental
matters) on a report prepared by a person who regularly conducts environmental
audits, has made the determination that it is appropriate to do so, as described
under "The Pooling and Servicing Agreements--Realization Upon Defaulted Mortgage
Loans".

     If a lender forecloses on a mortgage secured by a property, the operations
on which are subject to environmental laws and regulations, the lender will be
required to operate the property in accordance with those laws and regulations.
Such compliance may entail substantial expense, especially in the case of
industrial or manufacturing properties.

     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). Such
disclosure may decrease the amount that prospective buyers are willing to pay
for the affected property, sometimes substantially, and thereby decrease the
ability of the lender to recoup its investment in a loan upon foreclosure.

     Environmental Site Assessments. In most cases, an environmental site
assessment of each mortgaged property will have been performed in connection
with the origination of the related mortgage loan or at some time prior to the
issuance of the related certificates. Environmental site assessments, however,
vary considerably in their content, quality and cost. Even when adhering to


                                       67


good professional practices, environmental consultants will sometimes not detect
significant environmental problems because to do an exhaustive environmental
assessment would be far too costly and time-consuming to be practical.

DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS

     Certain of the mortgage loans may contain "due-on-sale" and
"due-on-encumbrance" clauses that purport to permit the lender to accelerate the
maturity of the loan if the borrower transfers or encumbers the related
mortgaged property. In recent years, court decisions and legislative actions
placed substantial restrictions on the right of lenders to enforce such clauses
in many states. However, the Garn Act generally preempts state laws that
prohibit the enforcement of due-on-sale clauses and permits lenders to enforce
these clauses in accordance with their terms, subject to certain limitations as
set forth in the Garn Act and the regulations promulgated under the Garn Act.
Accordingly, a master 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, without regard to the master servicer's
ability to demonstrate that a sale threatens its legitimate security interest.

JUNIOR LIENS; RIGHTS OF HOLDERS OF SENIOR LIENS

     If so provided in the related prospectus supplement, mortgage assets for a
series of certificates may include mortgage loans secured by junior liens, and
the loans secured by the related senior liens may not be included in the
mortgage pool. In addition to the risks faced by the holder of a first lien,
holders of mortgage loans secured by junior liens also face the risk that
adequate funds will not be received in connection with a foreclosure on the
related mortgaged property to satisfy fully both the senior liens and the
mortgage loan. In the event that a holder of a senior lien forecloses on a
mortgaged property, the proceeds of the foreclosure or similar sale will be
applied first to the payment of court costs and fees in connection with the
foreclosure, second to real estate taxes, third in satisfaction of all
principal, interest, prepayment or acceleration penalties, if any, and any other
sums due and owing to the holder of the senior liens. The claims of the holders
of the senior liens will be satisfied in full out of proceeds of the liquidation
of the related mortgaged property, if such proceeds are sufficient, before the
trust fund as holder of the junior lien receives any payments in respect of the
mortgage loan. In the event that such proceeds from a foreclosure or similar
sale of the related mortgaged property are insufficient to satisfy all senior
liens and the mortgage loan in the aggregate, the trust fund, as the holder of
the junior lien, and, accordingly, holders of one or more classes of the
certificates of the related series bear (1) the risk of delay in distributions
while a deficiency judgment against the borrower is obtained and (2) the risk of
loss if the deficiency judgment is not realized upon. Moreover, deficiency
judgments may not be available in certain jurisdictions or the mortgage loan may
be nonrecourse.

     The rights of the trust fund (and therefore the certificateholders), as
beneficiary under a junior deed of trust or as mortgagee under a junior
mortgage, are subordinate to those of the mortgagee or beneficiary under the
senior mortgage or deed of trust, including the prior rights of the senior
mortgagee or beneficiary to receive rents, hazard insurance and condemnation
proceeds and to cause the property securing the mortgage loan to be sold upon
default of the mortgagor or trustor, thereby extinguishing the junior
mortgagee's or junior beneficiary's lien unless the master servicer asserts its
subordinate interest in a property in foreclosure litigation or satisfies the
defaulted senior loan. As discussed more fully below, in many states a junior
mortgagee or beneficiary may satisfy a defaulted senior loan in full, adding the
amounts expended to the balance due on the junior loan. Absent a provision in
the senior mortgage, no notice of default is required to be given to the junior
mortgagee.

     The form of the mortgage or deed of trust used by many institutional
lenders confers on the mortgagee or beneficiary the right both to receive all
proceeds collected under any hazard insurance policy and all awards made in
connection with any condemnation proceedings, and to apply such proceeds and
awards to any indebtedness secured by the mortgage or deed of trust, in such
order


                                       68


as the mortgage or beneficiary may determine. Thus, in the event improvements on
the property are damaged or destroyed by fire or other casualty, or in the event
the property is taken by condemnation, the mortgagee or beneficiary under the
senior mortgage or deed of trust will have the prior right to collect any
insurance proceeds payable under a hazard insurance policy and any award of
damages in connection with the condemnation and to apply the same to the
indebtedness secured by the senior mortgage or deed of trust. Proceeds in excess
of the amount of senior mortgage indebtedness will, in most cases, be applied to
the indebtedness of a junior mortgage or trust deed to the extent the junior
mortgage or deed of trust so provides. The laws of certain states may limit the
ability of mortgagees or beneficiaries to apply the proceeds of hazard insurance
and partial condemnation awards to the secured indebtedness. In such states, the
mortgagor or trustor must be allowed to use the proceeds of hazard insurance to
repair the damage unless the security of the mortgagee or beneficiary has been
impaired. Similarly, in certain states, the mortgagee or beneficiary is entitled
to the award for a partial condemnation of the real property security only to
the extent that its security is impaired.

     The form of mortgage or deed of trust used by many institutional lenders
typically contains a "future advance" clause, which provides, in essence, that
additional amounts advanced to or on behalf of the mortgagor or trustor by the
mortgagee or beneficiary are to be secured by the mortgage or deed of trust.
While such a clause is valid under the laws of most states, the priority of any
advance made under the clause depends, in some states, on whether the advance
was an "obligatory" or "optional" advance. If the mortgagee or beneficiary is
obligated to advance the additional amounts, the advance may be entitled to
receive the same priority as amounts initially made under the mortgage or deed
of trust, notwithstanding that there may be intervening junior mortgages or
deeds of trust and other liens between the date of recording of the mortgage or
deed of trust and the date of the future advance, and notwithstanding that the
mortgagee or beneficiary had actual knowledge of such intervening junior
mortgages or deeds of trust and other liens at the time of the advance. Where
the mortgagee or beneficiary is not obligated to advance the additional amounts
and has actual knowledge of the intervening junior mortgages or deeds of trust
and other liens, the advance may be subordinate to such intervening junior
mortgages or deeds of trust and other liens. Priority of advances under a
"future advance" clause rests, in many other states, on state law giving
priority to all advances made under the loan agreement up to a "credit limit"
amount stated in the recorded mortgage.

SUBORDINATE FINANCING

     The terms of certain of the mortgage loans may not restrict the ability of
the borrower to use the mortgaged property as security for one or more
additional loans, or such restrictions may be unenforceable. 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

     Forms of notes and mortgages used by lenders may contain provisions
obligating the mortgagor to pay a late charge or additional interest if payments
are not timely made, and in some


                                       69


circumstances may provide for prepayment fees or yield maintenance penalties if
the obligation is paid prior to maturity or prohibit such prepayment for a
specified period. In certain states, there are or may be specific limitations
upon the late charges which a lender may collect from a mortgagor for delinquent
payments. Certain states also limit the amounts that a lender may collect from a
mortgagor as an additional charge if the loan is prepaid. The enforceability
under the laws of a number of states and the Bankruptcy Code of provisions
providing for prepayment fees of penalties upon, or prohibition of, an
involuntary prepayment is unclear, and no assurance can be given that, at the
time a prepayment premium is required to be made on a mortgage loan in
connection with an involuntary prepayment, the obligation to make such payment,
or the provisions of any such prohibition, will be enforceable under applicable
state law. The absence of a restraint on prepayment, particularly with respect
to mortgage loans having higher Mortgage Rates, may increase the likelihood of
refinancing or other early retirements of the mortgage loans.

APPLICABILITY OF USURY LAWS

     Title V of the Depository Institutions Deregulation and Monetary Control
Act of 1980 provides that state usury limitations shall not apply to certain
types of residential (including multifamily) first mortgage loans originated by
certain lenders after March 31, 1980. Title V of the Depository Institutions
Deregulation and Monetary Control Act of 1980 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 of the Depository Institutions Deregulation and Monetary
Control Act of 1980 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 of the Depository Institutions Deregulation and Monetary
Control Act of 1980. Certain 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 of
the Depository Institutions Deregulation and Monetary Control Act of 1980 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 (i) such mortgage loan provides
for such interest rate, discount points and charges as are permitted in such
state or (ii) such mortgage loan provides that the terms are to be construed in
accordance with the laws of another state under which such interest rate,
discount points and charges would not be usurious and the borrower's counsel has
rendered an opinion that such choice of law provision would be given effect.

CERTAIN LAWS AND REGULATIONS

     The mortgaged properties will be subject to compliance with various
federal, state and local statutes and regulations. Failure to comply (together
with an inability to remedy any such failure) could result in material
diminution in the value of a mortgaged property which could, together with the
possibility of limited alternative uses for a particular mortgaged property
(i.e., a nursing or convalescent home or hospital), result in a failure to
realize the full principal amount of the related mortgage loan.

AMERICANS WITH DISABILITIES ACT

     Under the ADA, in order to protect individuals with disabilities, public
accommodations (such as hotels, restaurants, shopping centers, hospitals,
schools and social service center establishments) must remove architectural and
communication barriers which are structural in nature from existing places of
public accommodation to the extent "readily achievable." In addition, under the
ADA, alterations to a place of public accommodation or a commercial facility are
to be made so that, to the maximum extent feasible, such altered portions are
readily accessible to and usable by disabled individuals. The "readily
achievable" standard takes into account, among other factors, the financial
resources of the affected site, owner, landlord or other applicable person. In
addition to imposing a possible financial burden on the borrower in its capacity
as owner or landlord, the ADA may also impose such requirements on a foreclosing
lender who succeeds to the interest of the borrower as


                                       70


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.

SERVICEMEMBERS CIVIL RELIEF ACT

     Under the terms of the Relief Act, a borrower who enters military service
after the origination of such borrower's mortgage loan (including a borrower who
was in reserve status and is called to active duty after origination of the
mortgage loan), upon notification by such borrower, shall not be charged
interest, including fees and charges, in excess of 6% per annum during the
period of such borrower's active duty status. Unless a court or administrative
agency orders otherwise upon application of the lender. The Relief Act applies
to individuals who are members of the Army, Navy, Air Force, Marines, National
Guard, Reserves, Coast Guard and officers of the U.S. Public Health Service or
the National Oceanic and Atmospheric Administration assigned to duty with the
military. The California Military and Veterans Code provides protection
equivalent to that provided by the Relief Act to California national guard
members called up to active service by the Governor of California, California
national guard members called up to active service by the President and
reservists called to active duty. Because the Relief Act and the California
Military Code apply to borrowers who enter military service, no information can
be provided as to the number of mortgage loans that may be affected by the
Relief Act or the California Military and Veterans Code. Application of the
Relief Act or the California Military and Veterans Code would adversely affect,
for an indeterminate period of time, the ability of a master servicer or special
servicer to collect full amounts of interest on certain of the mortgage loans.
Any shortfalls in interest collections resulting from the application of the
Relief Act or the California Military and Veterans Code would result in a
reduction of the amounts distributable to the holders of the related series of
certificates, and would not be covered by advances or, unless otherwise
specified in the related prospectus supplement, any form of credit support
provided in connection with such certificates. In addition, application of the
Relief Act or the California Military and Veterans Code imposes limitations that
would impair the ability of the master servicer or special servicer to foreclose
on an affected mortgage loan during the borrower's period of active duty status,
and, under certain circumstances, during an additional three month period
thereafter.

FORFEITURE FOR DRUG 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 the commission of any
other crime upon which the forfeiture is based, or (2) the lender, at the time
of the execution of the mortgage, "did not know or was reasonably without cause
to believe that the property was subject to forfeiture." However, there is no
assurance that such a defense will be successful.

FEDERAL DEPOSIT INSURANCE ACT; COMMERCIAL MORTGAGE LOAN SERVICING

     Under the Federal Deposit Insurance Act, federal bank regulatory
authorities, including the Office of the Comptroller of the Currency (OCC), have
the power to determine if any activity or contractual obligation of a bank
constitutes an unsafe or unsound practice or violates a law, rule or


                                       71


regulation applicable to such bank. If Bank of America, N.A. or another bank is
a servicer and/or a mortgage loan seller for a series and the OCC, which has
primary regulatory authority over Bank of America, N.A. and other banks, were to
find that any obligation of Bank of America, N.A. or such other bank under the
related pooling and servicing agreement or other agreement or any activity of
Bank of America, N.A. or such other bank constituted an unsafe or unsound
practice or violated any law, rule or regulation applicable to it, the OCC could
order Bank of America, N.A. or such other bank among other things to rescind
such contractual obligation or terminate such activity.

     In March 2003, the OCC issued a temporary cease and desist order against a
national bank (as to which no conservator or receiver had been appointed)
asserting that, contrary to safe and sound banking practices, the bank was
receiving inadequate servicing compensation in connection with several credit
card securitizations sponsored by its affiliates because of the size and
subordination of the contractual servicing fee, and ordered the bank, among
other things, to immediately resign as servicer, to cease all servicing activity
within 120 days and to immediately withhold funds from collections in an amount
sufficient to compensate if for its actual costs and expenses of servicing
(notwithstanding the priority of payments in the related securitization
agreements).

     While the depositor does not believe that the OCC would consider, with
respect to any series, (i) provisions relating to Bank of America, N.A. or
another bank acting as a servicer under the related pooling and servicing
agreement, (ii) the payment or amount of the servicing compensation payable to
Bank of America, N.A. or another bank or (iii) any other obligation of Bank of
America, N.A. or another bank under the related pooling and servicing agreement
or other contractual agreement under which the depositor may purchase mortgage
loans from Bank of America, N.A. or another bank, to be unsafe or unsound or
violative of any law, rule or regulation applicable to it, there can be no
assurance that the OCC in the future would not conclude otherwise. If the OCC
did reach such a conclusion, and ordered Bank of America, N.A. or another bank
to rescind or amend any such agreement, payments on certificates could be
delayed or reduced.

                    CERTAIN FEDERAL INCOME TAX CONSEQUENCES

GENERAL

     The following general discussion of the anticipated material federal income
tax consequences of the purchase, ownership and disposition of offered
certificates of any series thereof, to the extent it relates to matters of law
or legal conclusions with respect thereto, represents the opinion of counsel to
the depositor with respect to that series on the material matters associated
with such consequences, subject to any qualifications set forth in this
prospectus. Counsel to the depositor for each series will be Cadwalader,
Wickersham & Taft LLP, and a copy of the legal opinion of such counsel rendered
in connection with any series of certificates will be filed by the depositor
with the Securities and Exchange Commission on a Current Report on Form 8-K
within 15 days after the Closing Date for such series of certificates. This
discussion is directed primarily to certificateholders that hold the
certificates as "capital assets" within the meaning of Section 1221 of the Code
(although portions thereof may also apply to certificateholders who do not hold
certificates as capital assets) and it does not purport to discuss all federal
income tax consequences that may be applicable to the individual circumstances
of particular investors, some of which (such as banks, insurance companies and
foreign investors) may be subject to special treatment under the Code. Further,
the authorities on which this discussion, and the opinion referred to below, are
based are subject to change or differing interpretations, which could apply
retroactively. Prospective investors should note that no rulings have been or
will be sought from the IRS with respect to any of the federal income tax
consequences discussed below, and no assurance can be given the IRS will not
take contrary positions. In addition to the federal income tax consequences
described in this prospectus, potential investors are advised to consider the
state and local tax consequences, if any, of the purchase, ownership and
disposition of offered certificates. See "State and Other Tax Consequences".
Certificateholders are advised to consult their tax advisors concerning the
federal, state, local or other tax consequences to them of the purchase,
ownership and disposition of offered certificates.


                                       72


     The following discussion addresses securities of two general types: (1)
REMIC Certificates representing interests in a trust fund, or a portion thereof,
that the REMIC administrator will elect to have treated as a REMIC under the
REMIC Provisions of the Code, and (2) Grantor Trust Certificates representing
interests in a Grantor Trust Fund as to which no such election will be made. The
prospectus supplement for each series of certificates will indicate whether a
REMIC election (or elections) will be made for the related trust fund and, if
such an election is to be made, will identify all "regular interests" and
"residual interests" in the REMIC. For purposes of this tax discussion,
references to a "Certificateholder" or a "holder" are to the beneficial owner of
a certificate.

     The following discussion is limited in applicability to offered
certificates. Moreover, this discussion applies only to the extent that mortgage
assets held by a trust fund consist solely of mortgage loans. To the extent that
other mortgage assets, including REMIC certificates and mortgage pass-through
certificates, are to be held by a trust fund, the tax consequences associated
with the inclusion of such assets will be disclosed in the related prospectus
supplement. In addition, if cash flow agreements other than guaranteed
investment contracts are included in a trust fund, the anticipated material tax
consequences associated with such cash flow agreements also will be discussed in
the related prospectus supplement. See "Description of the Trust Funds--Cash
Flow Agreements".

     Furthermore, the following discussion is based in part upon the rules
governing original issue discount that are set forth in Sections 1271-1273 and
1275 of the Code and in the OID Regulations, and in part upon the REMIC
Provisions and the REMIC Regulations. The OID Regulations do not adequately
address certain issues relevant to, and in some instances provide that they are
not applicable to, securities such as the certificates.

REMICS

     Classification of REMICs. Upon the issuance of each series of REMIC
Certificates, counsel to the depositor will give its opinion generally to the
effect that, assuming compliance with all provisions of the related Pooling and
Servicing Agreement and any other governing documents, the related trust fund
(or each applicable portion thereof) will qualify as one or more REMICs and the
REMIC Certificates offered with respect thereto will be considered to evidence
ownership of REMIC Regular Certificates or REMIC Residual Certificates in a
REMIC within the meaning of the REMIC Provisions. The following general
discussion of the anticipated federal income tax consequences of the purchase,
ownership and disposition of REMIC Certificates, to the extent it relates to
matters of law or legal conclusions with respect thereto, represents the opinion
of counsel to the depositor for the applicable series as specified in the
related prospectus supplement, subject to any qualifications set forth in this
prospectus. In addition, counsel to the depositor have prepared or reviewed the
statements in this prospectus under the heading "Certain Federal Income Tax
Consequences -- REMICs," and are of the opinion that such statements are correct
in all material respects. Such statements are intended as an explanatory
discussion of the possible effects of the classification of any trust fund (or
applicable portion thereof) as one or more REMICs for federal income tax
purposes on investors generally and of related tax matters affecting investors
generally, but do not purport to furnish information in the level of detail or
with the attention to an investor's specific tax circumstances that would be
provided by an investor's own tax advisor. Accordingly, each investor is advised
to consult its own tax advisors with regard to the tax consequences to it of
investing in REMIC Certificates.

     If an entity electing to be treated as a REMIC fails to comply with one or
more of the ongoing requirements of the Code for such status during any taxable
year, the Code provides that the entity will not be treated as a REMIC for such
year and thereafter. In that event, such entity may be taxable as a corporation
under Treasury regulations, and the related REMIC Certificates may not be
accorded the status or given the tax treatment described below. Although the
Code authorizes the Treasury Department to issue regulations providing relief in
the event of an inadvertent termination of REMIC status, no such regulations
have been issued. Any such relief, moreover, may be accompanied by sanctions,
such as the imposition of a corporate tax on all or a portion of the trust


                                       73


fund's income for the period in which the requirements for such status are not
satisfied. The Pooling and Servicing Agreement with respect to each REMIC will
include provisions designed to maintain the trust fund's status as a REMIC under
the REMIC Provisions. It is not anticipated that the status of any trust fund as
a REMIC will be inadvertently terminated.

     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
Code and assets described in Section 7701(a)(19)(C) of the 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 certain other prescribed purposes, the
REMIC Certificates will not be treated as assets qualifying under Section
7701(a)(19)(C). Moreover, if 95% or more of the assets of the REMIC qualify for
any of the foregoing characterizations at all times during a calendar year, the
REMIC Certificates will qualify for the corresponding status in their entirety
for that calendar year. Interest (including original issue discount) on the
REMIC Regular Certificates and income allocated to the REMIC Residual
Certificates will be interest described in Section 856(c)(3)(B) of the Code to
the extent that such certificates are treated as "real estate assets" within the
meaning of Section 856(c)(5)(B) of the Code. In addition, except as otherwise
provided in the applicable prospectus supplement, the REMIC Regular Certificates
will be "qualified mortgages" for a REMIC within the meaning of Section
860G(a)(3) of the Code. The determination as to the percentage of the REMIC's
assets that constitute assets described in the foregoing sections of the 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 REMIC Administrator will report those determinations to
Certificateholders in the manner and at the times required by applicable
Treasury regulations.

     Tiered REMIC Structures. For certain series of REMIC Certificates, two or
more separate elections may be made to treat designated portions of the related
trust fund as REMICs for federal income tax purposes. As to each such series of
REMIC Certificates, in the opinion of counsel to the depositor, assuming
compliance with all provisions of the related Pooling and Servicing Agreement,
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 REMIC Regular
Certificates or REMIC 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 Code and
"loans secured by an interest in real property" under Section 7701(a)(19)(C) of
the Code, and whether the income on such certificates is interest described in
Section 856(c)(3)(B) of the Code, the Tiered REMICs will be treated as one
REMIC.

Taxation of Owners of REMIC Regular Certificates.

     General. Except as otherwise stated in this discussion, REMIC Regular
Certificates will be treated for federal income tax purposes as debt instruments
issued by the REMIC and not as ownership interests in the REMIC or its assets.
Moreover, holders of REMIC Regular Certificates that otherwise report income
under a cash method of accounting will be required to report income with respect
to REMIC Regular Certificates under an accrual method.

     Original Issue Discount. Certain REMIC Regular Certificates may be issued
with "original issue discount" within the meaning of Section 1273(a) of the
Code. Any holders of REMIC Regular Certificates issued with original issue
discount generally will be required to include original issue discount in income
as it accrues, in accordance with the "constant yield" method described below,
in advance of the receipt of the cash attributable to such income. In addition,
Section 1272(a)(6) of the Code provides special rules applicable to REMIC
Regular Certificates and certain other debt instruments issued with original
issue discount. Regulations have not been issued under that section.

     The Code requires that a reasonable prepayment assumption be used with
respect to mortgage loans held by a REMIC in computing the accrual of original
issue discount on REMIC Regular


                                       74


Certificates issued by that REMIC, and that adjustments be made in the amount
and rate of accrual of such discount to reflect differences between the actual
prepayment rate and the prepayment assumption. The prepayment assumption is to
be determined in a manner prescribed in Treasury regulations; as noted above,
those regulations have not been issued. The Committee Report indicates that the
regulations will provide that the prepayment assumption used with respect to a
REMIC Regular Certificate must be the same as that used in pricing the initial
offering of such REMIC Regular Certificate. The Prepayment Assumption used in
reporting original issue discount for each series of REMIC Regular Certificates
will be consistent with this standard and will be disclosed in the related
prospectus supplement. However, neither the depositor nor any other person will
make any representation that the mortgage loans will in fact prepay at a rate
conforming to the Prepayment Assumption or at any other rate.

     The original issue discount, if any, on a REMIC Regular Certificate will be
the excess of its stated redemption price at maturity over its issue price. The
issue price of a particular class of REMIC Regular Certificates will be the
first cash price at which a substantial amount of REMIC Regular Certificates of
that class is sold (excluding sales to bond houses, brokers and underwriters).
If less than a substantial amount of a particular class of REMIC Regular
Certificates is sold for cash on or prior to the Closing Date, the issue price
for such class will be the fair market value of such class on the Closing Date.
Under the OID Regulations, the stated redemption price of a REMIC Regular
Certificate is equal to the total of all payments to be made on such Certificate
other than "qualified stated interest". "Qualified stated interest" is interest
that is unconditionally payable at least annually (during the entire term of the
instrument) at a single fixed rate, or, as discussed below under "Variable Rate
REMIC Regular Certificates," at a qualified variable rate.

     If the accrued interest to be paid on the first Distribution Date is
computed with respect to a period that begins prior to the Closing Date, a
portion of the purchase price paid for a REMIC Regular Certificate will reflect
such accrued interest. In such cases, information returns provided to the
Certificateholders and the IRS will be based on the position that the portion of
the purchase price paid for the interest accrued with respect to periods prior
to the Closing Date is treated as part of the overall cost of such REMIC Regular
Certificate (and not as a separate asset the cost of which is recovered entirely
out of interest received on the next Distribution Date) and that portion of the
interest paid on the first Distribution Date in excess of interest accrued for a
number of days corresponding to the number of days from the Closing Date to the
first Distribution Date should be included in the stated redemption price of
such REMIC Regular Certificate. However, the OID Regulations state that all or
some portion of such accrued interest may be treated as a separate asset the
cost of which is recovered entirely out of interest paid on the first
Distribution Date. It is unclear how an election to do so would be made under
the OID Regulations and whether such an election could be made unilaterally by a
Certificateholder.

     Notwithstanding the general definition of original issue discount, original
issue discount on a REMIC Regular Certificate will be considered to be de
minimis if it is less than 0.25% of the stated redemption price of the REMIC
Regular Certificate multiplied by its weighted average maturity. For this
purpose, the weighted average maturity of the REMIC Regular Certificate is
computed as the sum of the amounts determined, as to each payment included in
the stated redemption price of such REMIC Regular Certificate, by multiplying
(i) the number of complete years (rounding down for partial years) from the
issue date until such payment is expected to be made (presumably taking into
account the Prepayment Assumption) by (ii) a fraction, the numerator of which is
the amount of the payment, and the denominator of which is the stated redemption
price at maturity of such REMIC Regular Certificate. Under the OID Regulations,
original issue discount of only a de minimis amount (other than de minimis
original issue discount attributable to a so-called "teaser" interest rate or an
initial interest holiday) will be included in income as each payment of stated
principal is made, based on the product of the total amount of such de minimis
original issue discount and a fraction, the numerator of which is the amount of
such principal payment and the denominator of which is the outstanding stated
principal amount of the REMIC Regular Certificate. The OID Regulations also
would permit a Certificateholder to elect to accrue de minimis original issue


                                       75


discount into income currently based on a constant yield method. See "--Taxation
of Owners of REMIC Regular Certificates--Market Discount" below for a
description of such election under the OID Regulations.

     If original issue discount on a REMIC Regular Certificate is in excess of a
de minimis amount, the holder of such Certificate must include in ordinary gross
income the sum of the "daily portions" of original issue discount for each day
during its taxable year on which it held such REMIC Regular Certificate,
including the purchase date but excluding the disposition date. In the case of
an original holder of a REMIC Regular Certificate, the daily portions of
original issue discount will be determined as follows.

     As to each "accrual period", that is, unless otherwise stated in the
related prospectus supplement, each period that begins on a date that
corresponds to a Distribution Date (or in the case of the first such period,
begins on the Closing Date) and ends on the day preceding the immediately
following Distribution Date, a calculation will be made of the portion of the
original issue discount that accrued during such accrual period. The portion of
original issue discount that accrues in any accrual period will equal the
excess, if any, of (1) the sum of (a) the present value, as of the end of the
accrual period, of all of the distributions remaining to be made on the REMIC
Regular Certificate, if any, in future periods and (b) the distributions made on
such REMIC Regular Certificate during the accrual period of amounts included in
the stated redemption price, over (2) the adjusted issue price of such REMIC
Regular Certificate at the beginning of the accrual period. The present value of
the remaining distributions referred to in the preceding sentence will be
calculated (1) assuming that distributions on the REMIC Regular Certificate will
be received in future periods based on the mortgage loans being prepaid at a
rate equal to the Prepayment Assumption, (2) using a discount rate equal to the
original yield to maturity of the Certificate and (3) taking into account events
(including actual prepayments) that have occurred before the close of the
accrual period. For these purposes, the original yield to maturity of the
Certificate will be calculated based on its issue price and assuming that
distributions on the Certificate will be made in all accrual periods based on
the mortgage loans being prepaid at a rate equal to the Prepayment Assumption.
The adjusted issue price of a REMIC Regular Certificate at the beginning of any
accrual period will equal the issue price of such Certificate, increased by the
aggregate amount of original issue discount that accrued with respect to such
Certificate in prior accrual periods, and reduced by the amount of any
distributions made on such REMIC Regular Certificate in prior accrual periods of
amounts included in the stated redemption price. The original issue discount
accruing during any accrual period, computed as described above, will be
allocated ratably to each day during the accrual period to determine the daily
portion of original issue discount for such day.

     A subsequent purchaser of a REMIC Regular Certificate that purchases such
Certificate at a cost (excluding any portion of such cost attributable to
accrued qualified stated interest) less than its remaining stated redemption
price will also be required to include in gross income the daily portions of any
original issue discount with respect to such Certificate. However, each such
daily portion will be reduced, if such cost is in excess of its "adjusted issue
price", in proportion to the ratio such excess bears to the aggregate original
issue discount remaining to be accrued on such REMIC Regular Certificate. The
adjusted issue price of a REMIC Regular Certificate on any given day equals the
sum of (1) the adjusted issue price (or, in the case of the first accrual
period, the issue price) of such Certificate at the beginning of the accrual
period which includes such day and (2) the daily portions of original issue
discount for all days during such accrual period prior to such day.

     Variable Rate REMIC Regular Certificates. REMIC Regular Certificates may
provide for interest based on a variable rate. Under the OID Regulations,
interest is treated as payable at a variable rate if, generally, (1) the issue
price does not exceed the original principal balance by more than a specified
amount and (2) the interest compounds or is payable at least annually at current
values of (a) one or more "qualified floating rates", (b) a single fixed rate
and one or more qualified floating rates, (c) a single "objective rate", or (d)
a single fixed rate and a single objective rate that is a "qualified inverse
floating rate". A floating rate is a qualified floating rate if variations in
the rate can reasonably be expected to measure contemporaneous variations in the
cost of newly borrowed


                                       76


funds, where the rate is subject to a fixed multiple that is greater than 0.65,
but not more than 1.35. The rate may also be increased or decreased by a fixed
spread or subject to a fixed cap or floor, or a cap or floor that is not
reasonably expected as of the issue date to affect the yield of the instrument
significantly. An objective rate (other than a qualified floating rate) is a
rate that is determined using a single fixed formula and that is based on
objective financial or economic information, provided that the information is
not (1) within the control of the issuer or a related party or (2) unique to the
circumstances of the issuer or a related party. A qualified inverse floating
rate is a rate equal to a fixed rate minus a qualified floating rate that
inversely reflects contemporaneous variations in the cost of newly borrowed
funds; an inverse floating rate that is not a qualified floating rate may
nevertheless be an objective rate. A class of REMIC Regular Certificates may be
issued under this prospectus that does not have a variable rate under the OID
Regulations, for example, a class that bears different rates at different times
during the period it is outstanding so that it is considered significantly
"front-loaded" or "back-loaded" within the meaning of the OID Regulations. It is
possible that a class of this type may be considered to bear "contingent
interest" within the meaning of the OID Regulations. The OID Regulations, as
they relate to the treatment of contingent interest, are by their terms not
applicable to REMIC Regular Certificates. However, if final regulations dealing
with contingent interest with respect to REMIC Regular Certificates apply the
same principles as the OID Regulations, those 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 REMIC Regular Certificates as
ordinary income. Investors should consult their tax advisors regarding the
appropriate treatment of any REMIC Regular Certificate that does not pay
interest at a fixed rate or variable rate as described in this paragraph.

     Under the REMIC Regulations, a REMIC Regular Certificate (1) bearing a rate
that qualifies as a variable rate under the OID Regulations that is tied to
current values of a variable rate (or the highest, lowest or average of two or
more variable rates), including a rate based on the average cost of funds of one
or more financial institutions, or a positive or negative multiple of a rate
(plus or minus a specified number of basis points), or that represents a
weighted average of rates on some or all of the mortgage loans, including a rate
that is subject to one or more caps or floors, or (2) bearing one or more of
these variable rates for one or more periods or one or more fixed rates for one
or more periods, and a different variable rate or fixed rate for other periods
qualifies as a regular interest in a REMIC. Accordingly, unless otherwise
indicated in the applicable prospectus supplement, REMIC Regular Certificates
that qualify as regular interests under this rule will be treated 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 REMIC 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 REMIC Regular Certificate generally to be determined by
assuming that interest will be payable for the life of the REMIC Regular
Certificate based on the initial rate for the relevant class. Unless otherwise
specified in the applicable prospectus supplement, variable interest will be
treated as qualified stated interest, other than variable interest on an
interest-only 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, REMIC Regular Certificates bearing an interest
rate that is a weighted average of the net interest rates on mortgage loans
having fixed or adjustable rates, will be treated as having qualified stated
interest, except to the extent that initial "teaser" rates cause sufficiently
"back-loaded" interest to create more than de minimis original issue discount.
The yield on those REMIC Regular Certificates for purposes of accruing original
issue discount will be a hypothetical fixed rate based on the fixed rates, in
the case of fixed rate mortgage loans, and initial "teaser rates" followed by
fully indexed rates, in the case of adjustable rate mortgage loans. In the case
of adjustable rate mortgage loans, the applicable index used to compute interest
on the mortgage loans


                                       77


for the initial interest accrual period will be deemed to be in effect beginning
with the period in which the first weighted average adjustment date occurring
after the issue date occurs. Adjustments will be made in each accrual period
either increasing or decreasing the amount of ordinary income reportable to
reflect the actual pass-through interest rate on the REMIC Regular Certificates.

     Market Discount. A Certificateholder that purchases a REMIC Regular
Certificate at a market discount, that is, in the case of a REMIC Regular
Certificate issued without original issue discount, at a purchase price less
than its remaining stated principal amount, or in the case of a REMIC Regular
Certificate issued with original issue discount, at a purchase price less than
its adjusted issue price will recognize gain upon receipt of each distribution
representing stated redemption price. In particular, under Section 1276 of the
Code such a Certificateholder generally will be required to allocate the portion
of each such distribution representing stated redemption price first to accrued
market discount not previously included in income, and to recognize ordinary
income to that extent. A Certificateholder may elect to include market discount
in income currently as it accrues rather than including it on a deferred basis
in accordance with the foregoing. If made, such election will apply to all
market discount bonds acquired by such Certificateholder on or after the first
day of the first taxable year to which such election applies. In addition, the
OID Regulations permit a Certificateholder to elect to accrue all interest and
discount (including de minimis market or original issue discount) in income as
interest, and to amortize premium, based on a constant yield method. If such an
election were made with respect to a REMIC Regular Certificate with market
discount, the Certificateholder would be deemed to have made an election to
include currently market discount in income with respect to all other debt
instruments having market discount that such Certificateholder acquires during
the taxable year of the election or thereafter, including de minimis market
discount discussed in the following paragraph. Similarly, a Certificateholder
that made this election for a Certificate that is acquired at a premium would be
deemed to have made an election to amortize bond premium with respect to all
debt instruments having amortizable bond premium that such Certificateholder
owns or acquires. See "--Taxation of Owners of REMIC Regular
Certificates--Premium" below. Each of these elections to accrue interest,
discount and premium with respect to a Certificate on a constant yield method or
as interest would be irrevocable except with the approval of the IRS.

     However, market discount with respect to a REMIC Regular Certificate will
be considered to be de minimis for purposes of Section 1276 of the Code if such
market discount is less than 0.25% of the remaining stated redemption price of
such REMIC Regular Certificate multiplied by the number of complete years to
maturity remaining after the date of its purchase. In interpreting a similar
rule with respect to original issue discount on obligations payable in
installments, the OID Regulations refer to the weighted average maturity of
obligations, and it is likely that the same rule will be applied with respect to
market discount, presumably taking into account the Prepayment Assumption. If
market discount is treated as de minimis under this rule, it appears that the
actual discount would be treated in a manner similar to original issue discount
of a de minimis amount. See "--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount" above. Such treatment would result in
discount being included in income at a slower rate than discount would be
required to be included in income using the method described above.

     Section 1276(b)(3) of the Code specifically authorizes the Treasury
Department to issue regulations providing for the method for accruing market
discount on debt instruments, the principal of which is payable in more than one
installment. Until regulations are issued by the Treasury Department, certain
rules described in the Committee Report apply. The Committee Report indicates
that in each accrual period market discount on REMIC Regular Certificates should
accrue, at the Certificateholder's option: (1) on the basis of a constant yield
method, (2) in the case of a REMIC Regular Certificate issued without original
issue discount, in an amount that bears the same ratio to the total remaining
market discount as the stated interest paid in the accrual period bears to the
total amount of stated interest remaining to be paid on the REMIC Regular
Certificate as of the beginning of the accrual period, or (3) in the case of a
REMIC Regular Certificate issued with original issue discount, in an amount that
bears the same ratio to the total remaining market discount as the original
issue discount accrued in the accrual period bears to the total original issue


                                       78


discount remaining on the REMIC Regular Certificate at the beginning of the
accrual period. Moreover, the Prepayment Assumption used in calculating the
accrual of original issue discount is also used in calculating the accrual of
market discount. Because the regulations referred to in this paragraph have not
been issued, it is not possible to predict what effect such regulations might
have on the tax treatment of a REMIC Regular Certificate purchased at a discount
in the secondary market.

     To the extent that REMIC Regular Certificates provide for monthly or other
periodic distributions throughout their term, the effect of these rules may be
to require market discount to be includible in income at a rate that is not
significantly slower than the rate at which such discount would accrue if it
were original issue discount. Moreover, in any event a holder of a REMIC Regular
Certificate generally will be required to treat a portion of any gain on the
sale or exchange of such Certificate as ordinary income to the extent of the
market discount accrued to the date of disposition under one of the foregoing
methods, less any accrued market discount previously reported as ordinary
income.

     Further, under Section 1277 of the Code a holder of a REMIC Regular
Certificate may be required to defer a portion of its interest deductions for
the taxable year attributable to any indebtedness incurred or continued to
purchase or carry a REMIC Regular Certificate purchased with market discount.
For these purposes, the de minimis rule referred to above applies. Any such
deferred interest expense would not exceed the market discount that accrues
during such taxable year and is, in general, allowed as a deduction not later
than the year in which such market discount is includible in income. If such
holder elects to include market discount in income currently as it accrues on
all market discount instruments acquired by such holder in that taxable year or
thereafter, the interest deferral rule described above will not apply.

     Premium. A REMIC 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 will be considered to be purchased at
a premium. The holder of such a REMIC Regular Certificate may elect under
Section 171 of the Code to amortize such premium under the constant yield method
over the life of the Certificate. If made, such an election will apply to all
debt instruments having amortizable bond premium that the holder owns or
subsequently acquires. Amortizable premium will be treated as an offset to
interest income on the related debt instrument, rather than as a separate
interest deduction. 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. See "--Taxation of Owners of REMIC Regular
Certificates-- Market Discount" above. Although final Treasury regulations
issued under Section 171 of the Code do not by their terms apply to prepayable
obligations such as REMIC Regular Certificates, the Committee Report states that
the same rules that apply to accrual of market discount (which rules will
require use of a Prepayment Assumption in accruing market discount with respect
to REMIC Regular Certificates without regard to whether such certificates have
original issue discount) will also apply in amortizing bond premium.

     Realized Losses. Under Section 166 of the Code, both corporate holders of
the REMIC Regular Certificates and noncorporate holders of the REMIC Regular
Certificates that acquire such certificates in connection with a trade or
business should be allowed to deduct, as ordinary losses, any losses sustained
during a taxable year in which their certificates become wholly or partially
worthless as the result of one or more realized losses on the mortgage loans.
However, it appears that a noncorporate holder that does not acquire a REMIC
Regular Certificate in connection with a trade or business will not be entitled
to deduct a loss under Section 166 of the Code until such holder's Certificate
becomes wholly worthless (i.e., until its Certificate Balance has been reduced
to zero) and that the loss will be characterized as a short-term capital loss.

     Each holder of a REMIC Regular Certificate will be required to accrue
interest and original issue discount with respect to such Certificate, without
giving effect to any reductions in distributions attributable to defaults or
delinquencies on the mortgage loans or the Underlying


                                       79


Certificates until it can be established that any such reduction ultimately will
not be recoverable. As a result, the amount of taxable income reported in any
period by the holder of a REMIC Regular Certificate could exceed the amount of
economic income actually realized by the holder in such period. Although the
holder of a REMIC Regular Certificate eventually will recognize a loss or
reduction in income attributable to previously accrued and included income that,
as the result of a realized loss, ultimately will not be realized, the law is
unclear with respect to the timing and character of such loss or reduction in
income.

Taxation of Owners of REMIC Residual Certificates.

     General. Although a REMIC is a separate entity for federal income tax
purposes, a REMIC generally is not subject to entity-level taxation, except with
regard to prohibited transactions and certain other transactions. See
"--Prohibited Transactions Tax and Other Taxes" below. Rather, the taxable
income or net loss of a REMIC is generally taken into account by the holder of
the REMIC Residual Certificates. Accordingly, the REMIC Residual Certificates
will be subject to tax rules that differ significantly from those that would
apply if the REMIC Residual Certificates were treated for federal income tax
purposes as direct ownership interests in the mortgage loans or as debt
instruments issued by the REMIC.

     A REMIC Residual Certificateholder generally will be required to report its
daily portion of the taxable income or, subject to the limitations noted in this
discussion, the net loss of the REMIC for each day during a calendar quarter
that such holder owned such REMIC Residual Certificate. For this purpose, the
taxable income or net loss of the REMIC will be allocated to each day in the
calendar quarter ratably using a "30 days per month/90 days per quarter/360 days
per year" convention unless otherwise disclosed in the related prospectus
supplement. The daily amounts so allocated will then be allocated among the
REMIC Residual Certificateholders in proportion to their respective ownership
interests on such day. Any amount included in the gross income or allowed as a
loss of any REMIC Residual Certificateholder by virtue of this paragraph will be
treated as ordinary income or loss. The taxable income of the REMIC will be
determined under the rules described below in "--Taxable Income of the REMIC"
and will be taxable to the REMIC Residual Certificateholders without regard to
the timing or amount of cash distributions by the REMIC until the REMIC's
termination. Ordinary income derived from REMIC Residual Certificates will be
"portfolio income" for purposes of the taxation of taxpayers subject to
limitations under Section 469 of the Code on the deductibility of "passive
losses".

     A holder of a REMIC Residual Certificate that purchased such Certificate
from a prior holder of such Certificate also will be required to report on its
federal income tax return amounts representing its daily share of the taxable
income (or net loss) of the REMIC for each day that it holds such REMIC Residual
Certificate. Those daily amounts generally will equal the amounts of taxable
income or net loss determined as described above. The Committee Report indicates
that certain modifications of the general rules may be made, by regulations,
legislation or otherwise to reduce (or increase) the income of a REMIC Residual
Certificateholder that purchased such REMIC Residual Certificate from a prior
holder of such Certificate at a price greater than (or less than) the adjusted
basis (as defined below) such REMIC Residual Certificate would have had in the
hands of an original holder of such Certificate. The REMIC Regulations, however,
do not provide for any such modifications.

     Any payments received by a holder of a REMIC Residual Certificate from the
seller of such Certificate in connection with the acquisition of such REMIC
Residual Certificate will be taken into account in determining the income of
such holder for federal income tax purposes. Although it is possible that any
such payment would be includible in income immediately upon its receipt, the IRS
might assert that such payment should be included in income over time according
to an amortization schedule or according to some other method. Because of the
uncertainty concerning the treatment of such payments, holders of REMIC Residual
Certificates should consult their tax advisors concerning the treatment of such
payments for income tax purposes.

     The amount of income REMIC Residual Certificateholders will be required to
report (or the tax liability associated with such income) may exceed the amount
of cash distributions received from


                                       80


the REMIC for the corresponding period. Consequently, REMIC Residual
Certificateholders should have other sources of funds sufficient to pay any
federal income taxes due as a result of their ownership of REMIC Residual
Certificates or unrelated deductions against which income may be offset, subject
to the rules relating to "excess inclusions" and "noneconomic" residual
interests discussed below. The fact that the tax liability associated with the
income allocated to REMIC Residual Certificateholders may exceed the cash
distributions received by such REMIC Residual Certificateholders for the
corresponding period may significantly adversely affect such REMIC Residual
Certificateholders' after-tax rate of return. Such disparity between income and
distributions may not be offset by corresponding losses or reductions of income
attributable to the REMIC Residual Certificateholder until subsequent tax years
and, then, may not be completely offset due to changes in the Code, tax rates or
character of the income or loss.

     Taxable Income of the REMIC. The taxable income of the REMIC will equal the
income from the mortgage loans (including interest, market discount and, if
applicable, original issue discount and less premium) and other assets of the
REMIC plus any cancellation of indebtedness income due to the allocation of
realized losses to REMIC Regular Certificates, less the deductions allowed to
the REMIC for interest (including original issue discount and reduced by any
premium on issuance) on the REMIC Regular Certificates (and any other class of
REMIC Certificates constituting "regular interests" in the REMIC not offered
hereby), amortization of any premium on the mortgage loans, bad debt losses with
respect to the mortgage loans and, except as described below, for servicing,
administrative and other expenses.

     For purposes of determining its taxable income, the REMIC will have an
initial aggregate basis in its assets equal to the sum of the issue prices of
all REMIC Certificates (or, if a class of REMIC Certificates is not sold
initially, such Class's fair market value). Such aggregate basis will be
allocated among the mortgage loans and the other assets of the REMIC in
proportion to their respective fair market values. The issue price of any REMIC
Certificates offered hereby will be determined in the manner described above
under "--Taxation of Owners of REMIC Regular Certificates--Original Issue
Discount". The issue price of a REMIC Certificate received in exchange for an
interest in the mortgage loans or other property will equal the fair market
value of such interests in the mortgage loans or other property. Accordingly, if
one or more classes of REMIC Certificates are retained initially rather than
sold, the REMIC Administrator may be required to estimate the fair market value
of such interests in order to determine the basis of the REMIC in the mortgage
loans and other property held by the REMIC.

     The method of accrual by the REMIC of original issue discount income and
market discount income with respect to mortgage loans that it holds will be
equivalent to the method for accruing original issue discount income for holders
of REMIC Regular Certificates (that is, under the constant yield method taking
into account the Prepayment Assumption), but without regard to the de minimis
rule applicable to REMIC Regular Certificates. However, a REMIC that acquires
loans at a market discount must include such market discount in income
currently, as it accrues, on a constant yield basis. See "--Taxation of Owners
of REMIC Regular Certificates" above, which describes a method for accruing such
discount income that is analogous to that required to be used by a REMIC as to
mortgage loans with market discount that it holds.

     A mortgage loan will be deemed to have been acquired with discount (or
premium) to the extent that the REMIC's basis in that mortgage loan, determined
as described in the preceding paragraph, is less than (or greater than) its
stated redemption price. Any such discount will be includible in the income of
the REMIC as it accrues, in advance of receipt of the cash attributable to such
income, under a method similar to the method described above for accruing
original issue discount on the REMIC Regular Certificates. It is anticipated
that each REMIC will elect under Section 171 of the Code to amortize any premium
on the mortgage loans. Premium on any mortgage loan to which such election
applies may be amortized under a constant yield method, presumably taking into
account a Prepayment Assumption. Further, such an election would not apply to
any mortgage loan originated on or before September 27, 1985. Instead, premium
on such a mortgage loan should be allocated among the principal payments thereon
and be deductible by the REMIC as those payments become due or upon the
prepayment of such mortgage loan.


                                       81


     A REMIC will be allowed deductions for interest (including original issue
discount) on the REMIC Regular Certificates (including any other class of REMIC
Certificates constituting "regular interests" in the REMIC not offered hereby)
equal to the deductions that would be allowed if the REMIC Regular Certificates
(including any other class of REMIC Certificates constituting "regular
interests" in the REMIC not offered hereby) were indebtedness of the REMIC.
Original issue discount will be considered to accrue for this purpose as
described above under "--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount", except that the de minimis rule and the
adjustments for subsequent holders of REMIC Regular Certificates (including any
other class of REMIC Certificates constituting "regular interests" in the REMIC
not offered hereby) described in that section will not apply.

     If a class of REMIC Regular Certificates is issued with an Issue Premium,
the REMIC will have additional income in each taxable year in an amount equal to
the portion of the Issue Premium that is considered to be amortized or repaid in
that year. Although the matter is not entirely certain, it is likely that Issue
Premium would be amortized under a constant yield method in a manner analogous
to the method of accruing original issue discount described above under
"--Taxation of Owners of REMIC Regular Certificates--Original Issue Discount".

     As a general rule, the taxable income of a REMIC will be determined in the
same manner as if the REMIC were an individual having the calendar year as its
taxable year and using the accrual method of accounting. However, no item of
income, gain, loss or deduction allocable to a prohibited transaction will be
taken into account. See "--Prohibited Transactions Tax and Other Taxes" below.
Further, the limitation on miscellaneous itemized deductions imposed on
individuals by Section 67 of the Code (which allows such deductions only to the
extent they exceed in the aggregate two percent of the taxpayer's adjusted gross
income) will not be applied at the REMIC level so that the REMIC will be allowed
deductions for servicing, administrative and other noninterest expenses in
determining its taxable income. All such expenses will be allocated as a
separate item to the holders of REMIC Certificates, subject to the limitation of
Section 67 of the Code. See "--Possible Pass-Through of Miscellaneous Itemized
Deductions" below. If the deductions allowed to the REMIC exceed its gross
income for a calendar quarter, such excess will be the net loss for the REMIC
for that calendar quarter.

     Basis Rules, Net Losses and Distributions. The adjusted basis of a REMIC
Residual Certificate will be equal to the amount paid for such REMIC Residual
Certificate, increased by amounts included in the income of the REMIC Residual
Certificateholder and decreased (but not below zero) by distributions made, and
by net losses allocated, to such REMIC Residual Certificateholder.

     A REMIC Residual Certificateholder is not allowed to take into account any
net loss for any calendar quarter to the extent such net loss exceeds such REMIC
Residual Certificateholder's adjusted basis in its REMIC Residual Certificate as
of the close of such calendar quarter (determined without regard to such net
loss). Any loss that is not currently deductible by reason of this limitation
may be carried forward indefinitely to future calendar quarters and, subject to
the same limitation, may be used only to offset income from the REMIC Residual
Certificate. The ability of REMIC Residual Certificateholders to deduct net
losses may be subject to additional limitations under the Code, as to which
REMIC Residual Certificateholders should consult their tax advisors.

     Any distribution on a REMIC Residual Certificate will be treated as a
nontaxable return of capital to the extent it does not exceed the holder's
adjusted basis in such REMIC Residual Certificate. To the extent a distribution
on a REMIC Residual Certificate exceeds such adjusted basis, it will be treated
as gain from the sale of such REMIC Residual Certificate. Holders of certain
REMIC Residual Certificates may be entitled to distributions early in the term
of the related REMIC under circumstances in which their bases in such REMIC
Residual Certificates will not be sufficiently large that such distributions
will be treated as nontaxable returns of capital. Their bases in such REMIC
Residual Certificates will initially equal the amount paid for such REMIC
Residual Certificates and will be increased by their allocable shares of taxable
income of the REMIC. However, such bases increases may not occur until the end
of the calendar quarter, or perhaps the end of the calendar year, with respect
to which such REMIC taxable income is allocated to the


                                       82


REMIC Residual Certificateholders. To the extent such REMIC Residual
Certificateholders' initial bases are less than the distributions to such REMIC
Residual Certificateholders, and increases in such initial bases either occur
after such distributions or (together with their initial bases) are less than
the amount of such distributions, gain will be recognized to such REMIC Residual
Certificateholders on such distributions and will be treated as gain from the
sale of their REMIC Residual Certificates.

     The effect of these rules is that a REMIC Residual Certificateholder may
not amortize its basis in a REMIC Residual Certificate, but may only recover its
basis through distributions, through the deduction of any net losses of the
REMIC or upon the sale of its REMIC Residual Certificate. See "--Sales of REMIC
Certificates" below. For a discussion of possible modifications of these rules
that may require adjustments to income of a holder of a REMIC Residual
Certificate other than an original holder in order to reflect any difference
between the cost of such REMIC Residual Certificate to such REMIC Residual
Certificateholder and the adjusted basis such REMIC Residual Certificate would
have in the hands of an original holder see "--Taxation of Owners of REMIC
Residual Certificates--General" above.

     Regulations have been issued addressing the federal income tax treatment of
"inducement fees" received by transferees of non-economic residual interests.
These regulations require inducement fees to be included in income over a period
reasonably related to the period in which the related residual interest is
expected to generate taxable income or net loss to its holder. Under two safe
harbor methods, inducement fees are permitted to be included in income (i) in
the same amounts and over the same period that the taxpayer uses for financial
reporting purposes, provided that such period is not shorter than the period the
REMIC is expected to generate taxable income or (ii) ratably over the remaining
anticipated weighted average life of all the regular and residual interests
issued by the REMIC, determined based on actual distributions projected as
remaining to be made on such interests under the Prepayment Assumption. If the
holder of a non-economic residual interest sells or otherwise disposes of the
non-economic residual interest, any unrecognized portion of the inducement fee
is required to be taken into account at the time of the sale of disposition.
Prospective purchasers of the REMIC Residual Certificates should consult with
their tax advisors regarding the effect of these regulations.

     Excess Inclusions. Any "excess inclusions" with respect to a REMIC Residual
Certificate will be subject to federal income tax in all events. In general, the
"excess inclusions" with respect to a REMIC Residual Certificate for any
calendar quarter will be the excess, if any, of (1) the daily portions of REMIC
taxable income allocable to such REMIC Residual Certificate over (2) the sum of
the "daily accruals" (as defined below) for each day during such quarter that
such REMIC Residual Certificate was held by such REMIC Residual
Certificateholder. The daily accruals of a REMIC Residual Certificateholder will
be determined by allocating to each day during a calendar quarter its ratable
portion of the product of the "adjusted issue price" of the REMIC Residual
Certificate at the beginning of the calendar quarter and 120% of the "long-term
Federal rate" in effect on the Closing Date. For this purpose, the adjusted
issue price of a REMIC Residual Certificate as of the beginning of any calendar
quarter will be equal to the issue price of the REMIC Residual Certificate,
increased by the sum of the daily accruals for all prior quarters and decreased
(but not below zero) by any distributions made with respect to such REMIC
Residual Certificate before the beginning of such quarter. The issue price of a
REMIC Residual Certificate is the initial offering price to the public
(excluding bond houses and brokers) at which a substantial amount of the REMIC
Residual Certificates were sold. The "long-term Federal rate" is an average of
current yields on Treasury securities with a remaining term of greater than nine
years, computed and published monthly by the IRS.

     For REMIC Residual Certificateholders, an excess inclusion (1) will not be
permitted to be offset by deductions, losses or loss carryovers from other
activities, (2) will be treated as "unrelated business taxable income" to an
otherwise tax-exempt organization and (3) will not be eligible for any rate
reduction or exemption under any applicable tax treaty with respect to the 30%
United States withholding tax imposed on distributions to REMIC Residual
Certificateholders that are foreign investors. See, however, "--Foreign
Investors in REMIC Certificates" below.


                                       83


     In the case of any REMIC Residual Certificates held by a real estate
investment trust, the aggregate excess inclusions with respect to such REMIC
Residual Certificates, reduced (but not below zero) by the real estate
investment trust taxable income (within the meaning of Section 857(b)(2) of the
Code, excluding any net capital gain), will be allocated among the shareholders
of such trust in proportion to the dividends received by such shareholders from
such trust, and any amount so allocated will be treated as an excess inclusion
with respect to a REMIC Residual Certificate as if held directly by such
shareholder. Treasury regulations yet to be issued could apply a similar rule to
regulated investment companies, common trust funds and certain cooperatives; the
REMIC Regulations currently do not address this subject.

     Noneconomic REMIC Residual Certificates. Under the REMIC Regulations,
transfers of "noneconomic" REMIC Residual Certificates will be disregarded for
all federal income tax purposes if "a significant purpose of the transfer was to
enable the transferor to impede the assessment or collection of tax". If such
transfer is disregarded, the purported transferor will continue to remain liable
for any taxes due with respect to the income on such "noneconomic" REMIC
Residual Certificate. The REMIC Regulations provide that a REMIC Residual
Certificate is noneconomic unless, based on the Prepayment Assumption and on any
required or permitted clean up calls, or required liquidation provided for in
the REMIC's organizational documents, (1) the present value of the expected
future distributions (discounted using the "applicable Federal rate" for
obligations whose term ends on the close of the last quarter in which excess
inclusions are expected to accrue with respect to the REMIC Residual
Certificate, which rate is computed and published monthly by the IRS) on the
REMIC Residual Certificate equals at least the present value of the expected tax
on the anticipated excess inclusions, and (2) the transferor reasonably expects
that the transferee will receive distributions with respect to the REMIC
Residual Certificate at or after the time the taxes accrue on the anticipated
excess inclusions in an amount sufficient to satisfy the accrued taxes. The
REMIC Regulations explain that a significant purpose to impede the assessment or
collection of tax exists if the transferor, at the time of the transfer, either
knew or should have known that the transferee would be unwilling or unable to
pay taxes due on its share of the taxable income of the REMIC. Under the REMIC
Regulations, a safe harbor is provided if (1) the transferor conducted, at the
time of the transfer, a reasonable investigation of the financial condition of
the transferee and found that the transferee historically had paid its debts as
they came due and found no significant evidence to indicate that the transferee
would not continue to pay its debts as they came due in the future, (2) the
transferee represents to the transferor that it understands that, as the holder
of the noneconomic residual interest, the transferee may incur tax liabilities
in excess of cash flows generated by the interest and that the transferee
intends to pay taxes associated with holding the residual interest as they
become due and (3) the transferee represents to the transferor that it will not
cause income from the REMIC Residual Certificate to be attributable to a foreign
permanent establishment or fixed base (within the meaning of an applicable
income tax treaty) of the transferee or any other person. Accordingly, all
transfers of REMIC Residual Certificates that may constitute noneconomic
residual interests will be subject to certain restrictions under the terms of
the related Pooling and Servicing Agreement that are intended to reduce the
possibility of any such transfer being disregarded. Such restrictions will
require the transferee to provide an affidavit to certify to the matters in the
preceding sentence. The transferor must have no actual knowledge or reason to
know that those statements are false.

     In addition to the three conditions set forth above, the REMIC Regulations
contain a fourth requirement that must be satisfied in one of two alternative
ways for the transferor to have a "safe harbor" against ignoring the transfer:

     (1) the present value of the anticipated tax liabilities associated with
holding the noneconomic residual interest not exceed the sum of:

         (i) the present value of any consideration given to the transferee to
     acquire the interest;

         (ii) the present value of the expected future distributions on the
     interest; and

         (iii) the present value of the anticipated tax savings associated with
     holding the interest as the REMIC generates losses.


                                       84


For purposes of the computations under this "minimum transfer price"
alternative, the transferee is assumed to pay tax at the highest rate of tax
specified in Section 11(b)(1) of the Code (currently 35%) or, in certain
circumstances, the minimum tax rate specified in Section 55 of the Code.
Further, present values generally are computed using a discount rate equal to
the short-term Federal rate set forth in Section 1274(d) of the Code for the
month of the transfer and the compounding period used by the transferee; or

     (2) (i) the transferee must be a domestic "C" corporation (other than a
corporation exempt from taxation of a regulated investment company or real
estate investment trust) that meets certain gross and net asset tests
(generally, $100 million of gross assets and $10 million of net assets for the
current year and the two preceding fiscal years);

         (ii) the transferee must agree in writing that it will transfer the
     REMIC Residual Certificate only to a subsequent transferee that is an
     eligible corporation and meets the requirements for a safe harbor transfer;
     and

         (iii) the facts and circumstances known to the transferor on or before
     the date of the transfer must not reasonably indicate that the taxes
     associated with ownership of the REMIC Residual Certificate will not be
     paid by the transferee.

     The related prospectus supplement will disclose whether offered REMIC
Residual Certificates may be considered "noneconomic" residual interests under
the REMIC Regulations; provided, however, that any disclosure that a REMIC
Residual Certificate will not be considered "noneconomic" will be based upon
certain assumptions, and the depositor will make no representation that a REMIC
Residual Certificate will not be considered "noneconomic" for purposes of the
above-described rules. See "--Foreign Investors in REMIC Certificates" below for
additional restrictions applicable to transfers of certain REMIC Residual
Certificates to foreign persons.

     Mark-to-Market Rules. The IRS has issued regulations, relating to the
requirement that a securities dealer mark to market securities held for sale to
customers. This mark-to-market requirement applies to all securities owned by a
dealer, except to the extent that the dealer has specifically identified a
security as held for investment. The mark-to-market regulations provide that for
purposes of this requirement, a REMIC Residual Certificate will not be treated
as a security and thus generally may not be marked to market.

     Possible Pass-Through of Miscellaneous Itemized Deductions. Fees and
expenses of a REMIC generally will be allocated to certain types of holders of
the related REMIC Residual Certificates. The applicable Treasury regulations
indicate, however, that in the case of a REMIC that is similar to a single class
grantor trust, all or a portion of such fees and expenses should be allocated to
such types of holders of the related REMIC Regular Certificates. Unless
otherwise stated in the related prospectus supplement, such fees and expenses
will be allocated to the related REMIC Residual Certificates in their entirety
and not to the holders of the related REMIC Regular Certificates.

     With respect to REMIC Residual Certificates or REMIC Regular Certificates
the holders of which receive an allocation of fees and expenses in accordance
with the preceding discussion, if any holder thereof is an individual, estate or
trust, or a "pass-through entity" beneficially owned by one or more individuals,
estates or trusts, (1) an amount equal to such individual's, estate's or trust's
share of such fees and expenses will be added to the gross income of such holder
and (2) such individual's, estate's or trust's share of such fees and expenses
will be treated as a miscellaneous itemized deduction allowable subject to the
limitation of Section 67 of the Code, which permits such deductions only to the
extent they exceed in the aggregate 2% of a taxpayer's adjusted gross income. In
addition, Section 68 of the Code provides that the amount of itemized deductions
otherwise allowable for an individual whose adjusted gross income exceeds a
specified amount will be reduced by the lesser of (1) 3% of the excess of the
individual's adjusted gross income over such amount or (2) 80% of the amount of
itemized deductions otherwise allowable for the taxable year. The amount of
additional taxable income reportable by REMIC Certificateholders that are
subject to the limitations of either Section 67 or Section 68 of the Code may be
substantial. Furthermore, in


                                       85


determining the alternative minimum taxable income of such a holder of a REMIC
Certificate that is an individual, estate or trust, or a "pass-through entity"
beneficially owned by one or more individuals, estates or trusts, no deduction
will be allowed for such holder's allocable portion of servicing fees and other
miscellaneous itemized deductions of the REMIC, even though an amount equal to
the amount of such fees and other deductions will be included in such holder's
gross income. Accordingly, such REMIC Certificates may not be appropriate
investments for individuals, estates, or trusts, or pass-through entities
beneficially owned by one or more individuals, estates or trusts. Such
prospective investors should consult with their tax advisors prior to making an
investment in such certificates.

     Under tax legislation enacted in 2001, the limitations on deductions under
Section 68 will be phased out beginning in 2006 and will be eliminated after
2009.

     Sales of REMIC Certificates. If a REMIC Certificate is sold, the selling
Certificateholder will recognize gain or loss equal to the difference between
the amount realized on the sale and its adjusted basis in the REMIC Certificate.
The adjusted basis of a REMIC Regular Certificate generally will equal the cost
of such REMIC Regular Certificate to such Certificateholder, increased by income
reported by such Certificateholder with respect to such REMIC Regular
Certificate (including original issue discount and market discount income) and
reduced (but not below zero) by distributions on such REMIC Regular Certificate
received by such Certificateholder and by any amortized premium. The adjusted
basis of a REMIC Residual Certificate will be determined as described above
under "--Taxation of Owners of REMIC Residual Certificates--Basis Rules, Net
Losses and Distributions". Except as provided in the following four paragraphs,
any such gain or loss will be capital gain or loss, provided such REMIC
Certificate is held as a capital asset (generally, property held for investment)
within the meaning of Section 1221 of the Code. The Code as of the date of this
prospectus provides for tax rates for individuals on ordinary income that are
higher than the tax rates for long-term capital gains of individuals for
property held for more than one year. No such rate differential exists for
corporations. In addition, the distinction between a capital gain or loss and
ordinary income or loss remains relevant for other purposes.

     Investors that recognize a loss on a sale or exchange of a REMIC 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.

     Gain from the sale of a REMIC Regular Certificate that might otherwise be a
capital gain will be treated as ordinary income to the extent such gain does not
exceed the excess, if any, of (1) the amount that would have been includible in
the seller's income with respect to such REMIC Regular Certificate assuming that
income had accrued thereon at a rate equal to 110% of the "applicable Federal
rate" (generally, a rate based on an average of current yields on treasury
securities having a maturity comparable to that of the certificate based on the
application of the Prepayment Assumption to such certificate), determined as of
the date of purchase of such REMIC Regular Certificate, over (2) the amount of
ordinary income actually includible in the seller's income prior to such sale.
In addition, gain recognized on the sale of a REMIC Regular Certificate by a
seller who purchased such REMIC Regular Certificate at a market discount will be
taxable as ordinary income in an amount not exceeding the portion of such
discount that accrued during the period such REMIC Certificate was held by such
holder, reduced by any market discount included in income under the rules
described above under "--Taxation of Owners of REMIC Regular Certificates--
Market Discount" and "--Premium".

     REMIC Certificates will be "evidences of indebtedness" within the meaning
of Section 582(c)(1) of the Code, so that gain or loss recognized from the sale
of a REMIC Certificate by a bank or thrift institution to which such Section
applies will be ordinary income or loss.

     A portion of any gain from the sale of a REMIC Regular Certificate that
might otherwise be capital gain may be treated as ordinary income to the extent
that such Certificate is held as part of a "conversion transaction" within the
meaning of Section 1258 of the Code. A conversion transaction generally is one
in which the taxpayer has taken two or more positions in the same or similar


                                       86


property that reduce or eliminate market risk, if substantially all of the
taxpayer's return is attributable to the time value of the taxpayer's net
investment in such transaction. The amount of gain so realized in a conversion
transaction that is recharacterized as ordinary income generally will not exceed
the amount of interest that would have accrued on the taxpayer's net investment
at 120% of the appropriate "applicable Federal rate" at the time the taxpayer
enters into the conversion transaction, subject to appropriate reduction for
prior inclusion of interest and other ordinary income items from the
transaction.

     Finally, a taxpayer may elect to have net capital gain taxed at ordinary
income rates rather than capital gains rates in order to include such net
capital gain in total net investment income for the taxable year, for purposes
of the rule that limits the deduction of interest on indebtedness incurred to
purchase or carry property held for investment to a taxpayer's net investment
income.

     Except as may be provided in Treasury Department regulations yet to be
issued, if the seller of a REMIC Residual Certificate reacquires such REMIC
Residual Certificate, or acquires any other residual interest in a REMIC or any
similar interest in a "taxable mortgage pool" (as defined in Section 7701(i) of
the Code) during the period beginning six months before, and ending six months
after, the date of such sale, such sale will be subject to the "wash sale" rules
of Section 1091 of the Code. In that event, any loss realized by the REMIC
Residual Certificateholder on the sale will not be deductible, but instead will
be added to such REMIC Residual Certificateholder's adjusted basis in the
newly-acquired asset.

     Prohibited Transactions Tax and Other Taxes. The Code imposes a tax on
REMICs equal to 100% of the net income derived from "prohibited transactions".
In general, subject to certain specified exceptions a prohibited transaction
means the disposition of a mortgage loan, the receipt of income from a source
other than a mortgage loan or certain other permitted investments, the receipt
of compensation for services, or gain from the disposition of an asset purchased
with the payments on the mortgage loans for temporary investment pending
distribution on the REMIC Certificates. It is not anticipated that any REMIC
will engage in any prohibited transactions in which it would recognize a
material amount of net income.

     In addition, certain contributions to a REMIC made after the day on which
the REMIC issues all of its interests could result in the imposition of a tax on
the REMIC equal to 100% of the value of the contributed property. Each Pooling
and Servicing Agreement will include provisions designed to prevent the
acceptance of any contributions that would be subject to such tax.

     REMICs also are subject to federal income tax at the highest corporate rate
on "net income from foreclosure property", determined by reference to the rules
applicable to real estate investment trusts. "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.
As provided in each Pooling and Servicing Agreement, a REMIC may recognize "net
income from foreclosure property" subject to federal income tax to the extent
that the REMIC Administrator determines that such method of operation will
result in a greater after-tax return to the trust fund than any other method of
operation.

     Unless otherwise disclosed in the related prospectus supplement, it is not
anticipated that any material state or local income or franchise tax will be
imposed on any REMIC.

     Unless otherwise stated in the related prospectus supplement, and to the
extent permitted by then applicable laws, any prohibited transactions tax or
contributions tax will be borne by the related REMIC administrator, master
servicer, special servicer, manager or trustee, in any case out of its own
funds, provided that such person has sufficient assets to do so, and provided
further that such tax arises out of a breach of such person's obligations under
the related Pooling and Servicing Agreement and in respect of compliance with
applicable laws and regulations. Any such tax not borne by a REMIC
administrator, a master servicer, special servicer, manager or trustee will be
charged against the related trust fund resulting in a reduction in amounts
payable to holders of the related REMIC Certificates.


                                       87


     Tax and Restrictions on Transfers of REMIC Residual Certificates to Certain
Organizations. If a REMIC Residual Certificate is transferred to a "disqualified
organization" (as defined below), a tax would be imposed in an amount
(determined under the REMIC Regulations) equal to the product of (1) the present
value (discounted using the "applicable Federal rate" for obligations whose term
ends on the close of the last quarter in which excess inclusions are expected to
accrue with respect to the REMIC Residual Certificate) of the total anticipated
excess inclusions with respect to such REMIC Residual Certificate for periods
after the transfer and (2) the highest marginal federal income tax rate
applicable to corporations. The anticipated excess inclusions must be determined
as of the date that the REMIC Residual Certificate is transferred and must be
based on events that have occurred up to the time of such transfer, the
Prepayment Assumption and any required or permitted clean up calls or required
liquidation provided for in the REMIC's organizational documents. Such a tax
generally would be imposed on the transferor of the REMIC Residual Certificate,
except that where such transfer is through an agent for a disqualified
organization, the tax would instead be imposed on such agent. However, a
transferor of a REMIC Residual Certificate would in no event be liable for such
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 such
affidavit is false. Moreover, an entity will not qualify as a REMIC unless there
are reasonable arrangements designed to ensure that (1) residual interests in
such entity are not held by disqualified organizations and (2) information
necessary for the application of the tax described herein will be made
available. Restrictions on the transfer of REMIC Residual Certificates and
certain other provisions that are intended to meet this requirement will be
included in each Pooling and Servicing Agreement, and will be discussed in any
prospectus supplement relating to the offering of any REMIC Residual
Certificate.

     In addition, if a "pass-through entity" (as defined below) includes in
income excess inclusions with respect to a REMIC Residual Certificate, and a
disqualified organization is the record holder of an interest in such entity,
then a tax will be imposed on such entity equal to the product of (1) the amount
of excess inclusions on the REMIC Residual Certificate that are allocable to the
interest in the pass-through entity held by such disqualified organization and
(2) the highest marginal federal income tax rate imposed on corporations. A
pass-through entity will not be subject to this tax for any period, however, if
each record holder of an interest in such pass-through entity furnishes to such
pass-through entity (1) such holder's social security number and a statement
under penalties of perjury that such social security number is that of the
record holder or (2) a statement under penalties of perjury that such record
holder is not a disqualified organization.

     If an "electing large partnership" holds a REMIC Residual Certificate, all
interests in the electing large partnership are treated as held by disqualified
organizations for purposes of the tax imposed upon a pass-through entity by
Section 860E(c) of the Code. An exception to this tax, otherwise available to a
pass-through entity that is furnished certain affidavits by record holders of
interests in the entity and that does not know such affidavits are false, is not
available to an electing large partnership.

     For these purposes, a "disqualified organization" means (1) the United
States, any State or political subdivision thereof, any foreign government, any
international organization, or any agency or instrumentality of the foregoing
(but would not include instrumentalities described in Section 168(h)(2)(D) of
the Code or the Federal Home Loan Mortgage Corporation), (2) any organization
(other than a cooperative described in Section 521 of the Code) that is exempt
from federal income tax, unless it is subject to the tax imposed by Section 511
of the Code or (3) any organization described in Section 1381(a)(2)(C) of the
Code. In addition, a "pass-through entity" means any regulated investment
company, real estate investment trust, trust, partnership or certain other
entities described in Section 860E(e)(6) of the Code. In addition, a person
holding an interest in a pass-through entity as a nominee for another person
will, with respect to such interest, be treated as a pass-through entity. For
these purposes, an "electing large partnership" means a partnership (other than
a service partnership or certain commodity pools) having more than 100 members
that has elected to apply certain simplified reporting provisions under the
Code.


                                       88


     Termination. A REMIC will terminate immediately after the Distribution Date
following receipt by the REMIC of the final payment in respect of the mortgage
loans or upon a sale of the REMIC's assets following the adoption by the REMIC
of a plan of complete liquidation. The last distribution on a REMIC Regular
Certificate will be treated as a payment in retirement of a debt instrument. In
the case of a REMIC Residual Certificate, if the last distribution on such REMIC
Residual Certificate is less than the REMIC Residual Certificateholder's
adjusted basis in such Certificate, such REMIC Residual Certificateholder should
(but may not) be treated as realizing a loss equal to the amount of such
difference, and such loss may be treated as a capital loss.

     Reporting and Other Administrative Matters. Solely for purposes of the
administrative provisions of the Code, the REMIC will be treated as a
partnership and REMIC Residual Certificateholders will be treated as partners.
Unless otherwise stated in the related prospectus supplement, the holder of the
largest percentage interest in a class of REMIC Residual Certificates will be
the "tax matters person" with respect to the related REMIC, and the REMIC
administrator will file REMIC federal income tax returns on behalf of the
related REMIC, and will be designated as and will act as agent of, and
attorney-in-fact for, the tax matters person with respect to the REMIC in all
respects.

     As the tax matters person, the REMIC administrator, subject to certain
notice requirements and various restrictions and limitations, generally will
have the authority to act on behalf of the REMIC and the REMIC Residual
Certificateholders in connection with the administrative and judicial review of
items of income, deduction, gain or loss of the REMIC, as well as the REMIC's
classification. REMIC Residual Certificateholders generally will be required to
report such REMIC items consistently with their treatment on the related REMIC's
tax return and may in some circumstances be bound by a settlement agreement
between the REMIC Administrator, as tax matters person, and the IRS concerning
any such REMIC item. Adjustments made to the REMIC tax return may require a
REMIC Residual Certificateholder to make corresponding adjustments on its
return, and an audit of the REMIC's tax return, or the adjustments resulting
from such an audit, could result in an audit of a REMIC Residual
Certificateholder's return. No REMIC will be registered as a tax shelter
pursuant to Section 6111 of the Code because it is not anticipated that any
REMIC will have a net loss for any of the first five taxable years of its
existence. Any person that holds a REMIC Residual Certificate as a nominee for
another person may be required to furnish to the related REMIC, in a manner to
be provided in Treasury Department regulations, the name and address of such
person and other information.

     Reporting of interest income, including any original issue discount, with
respect to REMIC Regular Certificates is required annually, and may be required
more frequently under Treasury Department regulations. These information reports
generally are required to be sent to individual holders of REMIC Regular
Interests and the IRS; holders of REMIC Regular Certificates that are
corporations, trusts, securities dealers and certain other nonindividuals will
be provided interest and original issue discount income information and the
information set forth in the following paragraph upon request in accordance with
the requirements of the applicable regulations. The information must be provided
by the later of 30 days after the end of the quarter for which the information
was requested, or two weeks after the receipt of the request. Reporting with
respect to REMIC Residual Certificates, including income, excess inclusions,
investment expenses and relevant information regarding qualification of the
REMIC's assets will be made as required under the Treasury Department
regulations, generally on a quarterly basis.

     As applicable, the REMIC Regular Certificate information reports will
include a statement of the adjusted issue price of the REMIC Regular Certificate
at the beginning of each accrual period. In addition, the reports will include
information required by regulations with respect to computing the accrual of any
market discount. Because exact computation of the accrual of market discount on
a constant yield method would require information relating to the holder's
purchase price that the REMIC may not have, such regulations only require that
information pertaining to the appropriate proportionate method of accruing
market discount be provided. See "--Taxation of Owners of REMIC Regular
Certificates--Market Discount".

     Unless otherwise specified in the related prospectus supplement, the
responsibility for complying with the foregoing reporting rules will be borne by
the REMIC administrator.


                                       89


     Backup Withholding with Respect to REMIC Certificates. Payments of interest
and principal, as well as payments of proceeds from the sale of REMIC
Certificates, may be subject to the "backup withholding tax" under Section 3406
of the Code at a rate of 28% (which rate will be increased to 31% after 2010) if
recipients of such payments fail to furnish to the payor certain information,
including their taxpayer identification numbers, or otherwise fail to establish
an exemption from such tax. Any amounts deducted and withheld from a
distribution to a recipient would be allowed as a credit against such
recipient's federal income tax. Furthermore, certain penalties may be imposed by
the IRS on a recipient of payments that is required to supply information but
that does not do so in the proper manner. Certificateholders are urged to
contact their own tax advisors regarding the application to them of backup
withholding and information reporting.

     Foreign Investors in REMIC Certificates. A REMIC Regular Certificateholder
that is not a U.S. Person 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 REMIC 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 REMIC Regular Certificate,
provided that the holder complies to the extent necessary with certain
identification requirements (including delivery of a statement, signed by the
Certificateholder under penalties of perjury, certifying that such
Certificateholder is not a U.S. Person and providing the name and address of
such Certificateholder). It is possible that the IRS may assert that the
foregoing tax exemption should not apply with respect to a REMIC Regular
Certificate held by a REMIC 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.

     Further, it appears that a REMIC Regular Certificate would not be included
in the estate of a nonresident alien individual and would not be subject to
United States estate taxes. However, Certificateholders who are nonresident
alien individuals should consult their tax advisors concerning this question.

     Treasury regulations provide new methods of satisfying the beneficial
ownership certification requirement described above, including a new series of
forms. These regulations require, in the case of REMIC Regular Certificates held
by a foreign partnership, that (x) the certification described above be provided
by the partners rather than by the foreign partnership and (y) the partnership
provide certain information, including a United States taxpayer identification
number. A look-through rule applies in the case of tiered partnerships. Non-U.S.
Persons should consult their own tax advisors concerning the application of the
certification requirements in the regulations.

     Unless otherwise stated in the related prospectus supplement, transfers of
REMIC Residual Certificates to investors that are not United States Persons will
be prohibited under the related Pooling and Servicing Agreement.

GRANTOR TRUST FUNDS

     Classification of Grantor Trust Funds. With respect to each series of
Grantor Trust Certificates, in the opinion of counsel to the depositor for such
series, assuming compliance with all provisions of the related Pooling and
Servicing Agreement, the related Grantor Trust Fund will be classified as a
grantor trust under subpart E, part I of subchapter J of the Code and not as a
partnership or an association taxable as a corporation. The following general
discussion of the anticipated federal income tax consequences of the purchase,
ownership and disposition of Grantor Trust Certificates, to the extent it
relates to matters of law or legal conclusions with respect thereto, represents
the opinion of counsel to the depositor for the applicable series as specified
in the related prospectus supplement, subject to any qualifications set forth in
this prospectus. In addition, counsel to the


                                       90


depositor has prepared or reviewed the statements in this prospectus under the
heading "Certain Federal Income Tax Consequences--Grantor Trust Funds," and is
of the opinion that such statements are correct in all material respects. Such
statements are intended as an explanatory discussion of the possible effects of
the classification of any Grantor Trust Fund as a grantor trust for federal
income tax purposes on investors generally and of related tax matters affecting
investors generally, but do not purport to furnish information in the level of
detail or with the attention to an investor's specific tax circumstances that
would be provided by an investor's own tax advisor. Accordingly, each investor
is advised to consult its own tax advisors with regard to the tax consequences
to it of investing in Grantor Trust Certificates.

Characterization of Investments in Grantor Trust Certificates.

     Grantor Trust Fractional Interest Certificates. In the case of Grantor
Trust Fractional Interest Certificates, unless otherwise disclosed in the
related prospectus supplement, counsel to the depositor will deliver an opinion
that, in general, Grantor Trust Fractional Interest Certificates will represent
interests in (1) "loans . . . secured by an interest in real property" within
the meaning of Section 7701(a)(19)(C)(v) of the Code; (2) "obligation[s]
(including any participation or certificate of beneficial ownership therein)
which . . . [are] principally secured by an interest in real property" within
the meaning of Section 860G(a)(3) of the Code; and (3) "real estate assets"
within the meaning of Section 856(c)(5)(B) of the Code. In addition, counsel to
the depositor will deliver an opinion that interest on Grantor Trust Fractional
Interest Certificates will to the same extent be considered "interest on
obligations secured by mortgages on real property or on interests in real
property" within the meaning of Section 856(c)(3)(B) of the Code.

     Grantor Trust Strip Certificates. Even if Grantor Trust Strip Certificates
evidence an interest in a Grantor Trust Fund consisting of mortgage loans that
are "loans . . . secured by an interest in real property" within the meaning of
Section 7701(a)(19)(C)(v) of the Code and "real estate assets" within the
meaning of Section 856(c)(5)(B) of the Code, and the interest on which is
"interest on obligations secured by mortgages on real property" within the
meaning of Section 856(c)(3)(B) of the Code, it is unclear whether the Grantor
Trust Strip Certificates, and the income therefrom, will be so characterized.
However, the policies underlying such sections (namely, to encourage or require
investments in mortgage loans by thrift institutions and real estate investment
trusts) may suggest that such characterization is appropriate. Counsel to the
depositor will not deliver any opinion on these questions. Prospective
purchasers to which such characterization of an investment in Grantor Trust
Strip Certificates is material should consult their tax advisors regarding
whether the Grantor Trust Strip Certificates, and the income therefrom, will be
so characterized.

     The Grantor Trust Strip Certificates will be "obligation[s] (including any
participation or Certificate of beneficial ownership therein) which . . . [are]
principally secured by an interest in real property" within the meaning of
Section 860G(a)(3)(A) of the Code.

Taxation of Owners of Grantor Trust Fractional Interest Certificates.

     General. Holders of a particular series of Grantor Trust Fractional
Interest Certificates generally will be required to report on their federal
income tax returns their shares of the entire income from the mortgage loans
(including amounts used to pay reasonable servicing fees and other expenses) and
will be entitled to deduct their shares of any such reasonable servicing fees
and other expenses. Because of stripped interests, market or original issue
discount, or premium, the amount includible in income on account of a Grantor
Trust Fractional Interest Certificate may differ significantly from the amount
distributable thereon representing interest on the mortgage loans. Under Section
67 of the Code, an individual, estate or trust holding a Grantor Trust
Fractional Interest Certificate directly or through certain pass-through
entities will be allowed a deduction for such reasonable servicing fees and
expenses only to the extent that the aggregate of such holder's miscellaneous
itemized deductions exceeds two percent of such holder's adjusted gross income.
In addition, Section 68 of the Code provides that the amount of itemized
deductions otherwise allowable for an individual whose adjusted gross income
exceeds a specified amount will be


                                       91


reduced by the lesser of (1) 3% of the excess of the individual's adjusted gross
income over such amount or (2) 80% of the amount of itemized deductions
otherwise allowable for the taxable year. The amount of additional taxable
income reportable by holders of Grantor Trust Fractional Interest Certificates
who are subject to the limitations of either Section 67 or Section 68 of the
Code may be substantial. Further, Certificateholders (other than corporations)
subject to the alternative minimum tax may not deduct miscellaneous itemized
deductions in determining such holder's alternative minimum taxable income.
Under tax legislation enacted in 2001, this limitation on deductions under
Section 68 will be phased out beginning in 2006 and will be eliminated after
2009. Although it is not entirely clear, it appears that in transactions in
which multiple classes of Grantor Trust Certificates (including Grantor Trust
Strip Certificates) are issued, such fees and expenses should be allocated among
the classes of Grantor Trust Certificates using a method that recognizes that
each such class benefits from the related services. In the absence of statutory
or administrative clarification as to the method to be used, it currently is
intended to base information returns or reports to the IRS and
Certificateholders on a method that allocates such expenses among classes of
Grantor Trust Certificates with respect to each period based on the
distributions made to each such class during that period.

     The federal income tax treatment of Grantor Trust Fractional Interest
Certificates of any series will depend on whether they are subject to the
"stripped bond" rules of Section 1286 of the Code. Grantor Trust Fractional
Interest Certificates may be subject to those rules if (1) a class of Grantor
Trust Strip Certificates is issued as part of the same series of certificates or
(2) the depositor or any of its affiliates retains (for its own account or for
purposes of resale) a right to receive a specified portion of the interest
payable on a mortgage asset. Further, the IRS has ruled that an unreasonably
high servicing fee retained by a seller or servicer will be treated as a
retained ownership interest in mortgages that constitutes a stripped coupon. The
related prospectus supplement will include information regarding servicing fees
paid to a master servicer, a special servicer, any sub-servicer or their
respective affiliates.

     If Stripped Bond Rules Apply. If the stripped bond rules apply, each
Grantor Trust Fractional Interest Certificate will be treated as having been
issued with "original issue discount" within the meaning of Section 1273(a) of
the Code, subject, however, to the discussion below regarding the treatment of
certain stripped bonds as market discount bonds and the discussion regarding de
minimis market discount. See "--Taxation of Owners of Grantor Trust Fractional
Interest Certificates --Market Discount" below. Under the stripped bond rules,
the holder of a Grantor Trust Fractional Interest Certificate (whether a cash or
accrual method taxpayer) will be required to report interest income from its
Grantor Trust Fractional Interest Certificate for each month in an amount equal
to the income that accrues on such Certificate in that month calculated under a
constant yield method, in accordance with the rules of the Code relating to
original issue discount.

     The original issue discount on a Grantor Trust Fractional Interest
Certificate will be the excess of such Certificate's stated redemption price
over its issue price. The issue price of a Grantor Trust Fractional Interest
Certificate as to any purchaser will be equal to the price paid by such
purchaser of the Grantor Trust Fractional Interest Certificate. The stated
redemption price of a Grantor Trust Fractional Interest Certificate will be the
sum of all payments to be made on such Certificate, other than "qualified stated
interest", if any, as well as such certificate's share of reasonable servicing
fees and other expenses. See "--Taxation of Owners of Grantor Trust Fractional
Interest Certificates--If Stripped Bond Rules Do Not Apply" for a definition of
"qualified stated interest". In general, the amount of such income that accrues
in any month would equal the product of such holder's adjusted basis in such
Grantor Trust Fractional Interest Certificate at the beginning of such month
(see "--Sales of Grantor Trust Certificates" below) and the yield of such
Grantor Trust Fractional Interest Certificate to such holder. Such yield would
be computed as the rate (compounded based on the regular interval between
payment dates) that, if used to discount the holder's share of future payments
on the mortgage loans, would cause the present value of those future payments to
equal the price at which the holder purchased such Certificate. In computing
yield under the stripped bond rules, a Certificateholder's share of future
payments on the mortgage loans will not include any payments made in respect of
any ownership interest in the mortgage loans retained by the


                                       92


depositor, the master servicer, the special servicer, any sub-servicer or their
respective affiliates, but will include such Certificateholder's share of any
reasonable servicing fees and other expenses.

     Section 1272(a)(6) of the Code requires (1) the use of a reasonable
prepayment assumption in accruing original issue discount and (2) adjustments in
the accrual of original issue discount when prepayments do not conform to the
prepayment assumption, with respect to certain categories of debt instruments,
and regulations could be adopted applying those provisions to the Grantor Trust
Fractional Interest Certificates. It is unclear whether those provisions would
be applicable to the Grantor Trust Fractional Interest Certificates or whether
use of a reasonable prepayment assumption may be required or permitted without
reliance on these rules. It is also uncertain, if a prepayment assumption is
used, whether the assumed prepayment rate would be determined based on
conditions at the time of the first sale of the Grantor Trust Fractional
Interest Certificate or, with respect to any holder, at the time of purchase of
the Grantor Trust Fractional Interest Certificate by that holder.
Certificateholders are advised to consult their tax advisors concerning
reporting original issue discount in general and, in particular, whether a
prepayment assumption should be used in reporting original issue discount with
respect to Grantor Trust Fractional Interest Certificates.

     In the case of a Grantor Trust Fractional Interest Certificate acquired at
a price equal to the principal amount of the mortgage loans allocable to such
Certificate, the use of a prepayment assumption generally would not have any
significant effect on the yield used in calculating accruals of interest income.
In the case, however, of a Grantor Trust Fractional Interest Certificate
acquired at a discount or premium (that is, at a price less than or greater than
such principal amount, respectively), the use of a reasonable prepayment
assumption would increase or decrease such yield, and thus accelerate or
decelerate, respectively, the reporting of income.

     If a prepayment assumption is not used, then when a mortgage loan prepays
in full, the holder of a Grantor Trust Fractional Interest Certificate acquired
at a discount or a premium generally will recognize ordinary income or loss
equal to the difference between the portion of the prepaid principal amount of
the mortgage loan that is allocable to such Certificate and the portion of the
adjusted basis of such Certificate that is allocable to such Certificateholder's
interest in the mortgage loan. If a prepayment assumption is used, it appears
that no separate item of income or loss should be recognized upon a prepayment.
Instead, a prepayment should be treated as a partial payment of the stated
redemption price of the Grantor Trust Fractional Interest Certificate and
accounted for under a method similar to that described for taking account of
original issue discount on REMIC Regular Certificates. See "--REMICs--Taxation
of Owners of REMIC Regular Certificates--Original Issue Discount" above. It is
unclear whether any other adjustments would be required to reflect differences
between an assumed prepayment rate and the actual rate of prepayments.

     In the absence of statutory or administrative clarification, it is
currently intended to base information reports or returns to the IRS and
Certificateholders in transactions subject to the stripped bond rules on a
Prepayment Assumption that will be disclosed in the related prospectus
supplement and on a constant yield computed using a representative initial
offering price for each class of certificates. However, neither the depositor
nor any other person will make any representation that the mortgage loans will
in fact prepay at a rate conforming to such Prepayment Assumption or any other
rate and Certificateholders should bear in mind that the use of a representative
initial offering price will mean that such information returns or reports, even
if otherwise accepted as accurate by the IRS, will in any event be accurate only
as to the initial Certificateholders of each series who bought at that price.

     Under Treasury regulations Section 1.1286-1, certain stripped bonds are to
be treated as market discount bonds and, accordingly, any purchaser of such a
bond is to account for any discount on the bond as market discount rather than
original issue discount. This treatment only applies, however, if immediately
after the most recent disposition of the bond by a person stripping one or more
coupons from the bond and disposing of the bond or coupon (1) there is no
original issue discount (or only a de minimis amount of original issue discount)
or (2) the annual stated rate of interest payable on the original bond is no
more than one percentage point lower than the gross interest rate payable on the
original mortgage loan (before subtracting any servicing fee or any stripped
coupon).


                                       93


If interest payable on a Grantor Trust Fractional Interest Certificate is more
than one percentage point lower than the gross interest rate payable on the
mortgage loans, the related prospectus supplement will disclose that fact. If
the original issue discount or market discount on a Grantor Trust Fractional
Interest Certificate determined under the stripped bond rules is less than 0.25%
of the stated redemption price multiplied by the weighted average maturity of
the mortgage loans, then such original issue discount or market discount will be
considered to be de minimis. Original issue discount or market discount of only
a de minimis amount will be included in income in the same manner as de minimis
original issue and market discount described in "--Taxation of Owners of Grantor
Trust Fractional Interest Certificates--If Stripped Bond Rules Do Not Apply" and
"--Market Discount" below.

     If Stripped Bond Rules Do Not Apply. Subject to the discussion below on
original issue discount, if the stripped bond rules do not apply to a Grantor
Trust Fractional Interest Certificate, the Certificateholder will be required to
report its share of the interest income on the mortgage loans in accordance with
such Certificateholder's normal method of accounting. The original issue
discount rules will apply, even if the stripped bond rules do not apply, to a
Grantor Trust Fractional Interest Certificate to the extent it evidences an
interest in mortgage loans issued with original issue discount.

     The original issue discount, if any, on the mortgage loans will equal the
difference between the stated redemption price of such mortgage loans and their
issue price. For a definition of "stated redemption price," see "--Taxation of
Owners of REMIC Regular Certificates--Original Issue Discount" above. In
general, the issue price of a mortgage loan will be the amount received by the
borrower from the lender under the terms of the mortgage loan, less any "points"
paid by the borrower, and the stated redemption price of a mortgage loan will
equal its principal amount, unless the mortgage loan provides for an initial
"teaser," or below-market interest rate. The determination as to whether
original issue discount will be considered to be de minimis will be calculated
using the same test as in the REMIC discussion. See "--Taxation of Owners of
REMIC Regular Certificates--Original Issue Discount" above.

     In the case of mortgage loans bearing adjustable or variable interest
rates, the related prospectus supplement will describe the manner in which such
rules will be applied with respect to those mortgage loans by the trustee or
master servicer, as applicable, in preparing information returns to the
Certificateholders and the IRS.

     If original issue discount is in excess of a de minimis amount, all
original issue discount with respect to a mortgage loan will be required to be
accrued and reported in income each month, based on a constant yield. The OID
Regulations suggest that no prepayment assumption is appropriate in computing
the yield on prepayable obligations issued with original issue discount. In the
absence of statutory or administrative clarification, it currently is not
intended to base information reports or returns to the IRS and
Certificateholders on the use of a prepayment assumption in transactions not
subject to the stripped bond rules. However, Section 1272(a)(6) of the Code may
require that a prepayment assumption be made in computing yield with respect to
all mortgage-backed securities. Certificateholders are advised to consult their
own tax advisors concerning whether a prepayment assumption should be used in
reporting original issue discount with respect to Grantor Trust Fractional
Interest Certificates. Certificateholders should refer to the related prospectus
supplement with respect to each series to determine whether and in what manner
the original issue discount rules will apply to mortgage loans in such series.

     A purchaser of a Grantor Trust Fractional Interest Certificate that
purchases such Grantor Trust Fractional Interest Certificate at a cost less than
such certificate's allocable portion of the aggregate remaining stated
redemption price of the mortgage loans held in the related trust fund will also
be required to include in gross income such certificate's daily portions of any
original issue discount with respect to such mortgage loans. However, each such
daily portion will be reduced, if the cost of such Grantor Trust Fractional
Interest Certificate to such purchaser is in excess of such Certificate's
allocable portion of the aggregate "adjusted issue prices" of the mortgage loans
held in the related trust fund, approximately in proportion to the ratio such
excess bears to such


                                       94


Certificate's allocable portion of the aggregate original issue discount
remaining to be accrued on such mortgage loans. The adjusted issue price of a
mortgage loan on any given day equals the sum of (1) the adjusted issue price
(or, in the case of the first accrual period, the issue price) of such mortgage
loan at the beginning of the accrual period that includes such day and (2) the
daily portions of original issue discount for all days during such accrual
period prior to such day. The adjusted issue price of a mortgage loan at the
beginning of any accrual period will equal the issue price of such mortgage
loan, increased by the aggregate amount of original issue discount with respect
to such mortgage loan that accrued in prior accrual periods, and reduced by the
amount of any payments made on such mortgage loan in prior accrual periods of
amounts included in its stated redemption price.

     Unless otherwise provided in the related prospectus supplement, the trustee
or master servicer, as applicable, will provide to any holder of a Grantor Trust
Fractional Interest Certificate such information as such holder may reasonably
request from time to time with respect to original issue discount accruing on
Grantor Trust Fractional Interest Certificates. See "--Grantor Trust Reporting"
below.

     Market Discount. If the stripped bond rules do not apply to a Grantor Trust
Fractional Interest Certificate, a Certificateholder may be subject to the
market discount rules of Sections 1276 through 1278 of the Code to the extent an
interest in a mortgage loan is considered to have been purchased at a "market
discount", that is, in the case of a mortgage loan issued without original issue
discount, at a purchase price less than its remaining stated redemption price
(as defined above), or in the case of a mortgage loan issued with original issue
discount, at a purchase price less than its adjusted issue price (as defined
above). If market discount is in excess of a de minimis amount (as described
below), the holder generally will be required to include in income in each month
the amount of such discount that has accrued (under the rules described in the
next paragraph) through such month that has not previously been included in
income, but limited, in the case of the portion of such discount that is
allocable to any mortgage loan, to the payment of stated redemption price on
such mortgage loan that is received by (or, in the case of accrual basis
Certificateholders, due to) the trust fund in that month. A Certificateholder
may elect to include market discount in income currently as it accrues (under a
constant yield method based on the yield of the Certificate to such holder)
rather than including it on a deferred basis in accordance with the foregoing
under rules similar to those described in "--Taxation of Owners of REMIC Regular
Interests--Market Discount" above.

     Section 1276(b)(3) of the Code authorized the Treasury Department to issue
regulations providing for the method for accruing market discount on debt
instruments, the principal of which is payable in more than one installment.
Until such time as regulations are issued by the Treasury Department, certain
rules described in the Committee Report apply. Under those rules, in each
accrual period market discount on the mortgage loans should accrue, at the
holder's option: (1) on the basis of a constant yield method, (2) in the case of
a mortgage loan issued without original issue discount, in an amount that bears
the same ratio to the total remaining market discount as the stated interest
paid in the accrual period bears to the total stated interest remaining to be
paid on the mortgage loan as of the beginning of the accrual period, or (3) in
the case of a mortgage loan issued with original issue discount, in an amount
that bears the same ratio to the total remaining market discount as the original
issue discount accrued in the accrual period bears to the total original issue
discount remaining at the beginning of the accrual period. The prepayment
assumption, if any, used in calculating the accrual of original issue discount
is to be used in calculating the accrual of market discount. The effect of using
a prepayment assumption could be to accelerate the reporting of such discount
income. Because the regulations referred to in this paragraph have not been
issued, it is not possible to predict what effect such regulations might have on
the tax treatment of a mortgage loan purchased at a discount in the secondary
market.

     Because the mortgage loans will provide for periodic payments of stated
redemption price, such discount may be required to be included in income at a
rate that is not significantly slower than the rate at which such discount would
be included in income if it were original issue discount.


                                       95


     Market discount with respect to mortgage loans may be considered to be de
minimis and, if so, will be includible in income under de minimis rules similar
to those described above in "--REMICs--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount" above within the exception that it is
less likely that a prepayment assumption will be used for purposes of such rules
with respect to the mortgage loans.

     Further, under the rules described above in "--REMICs--Taxation of Owners
of REMIC Regular Certificates--Market Discount", any discount that is not
original issue discount and exceeds a de minimis amount may require the deferral
of interest expense deductions attributable to accrued market discount not yet
includible in income, unless an election has been made to report market discount
currently as it accrues. This rule applies without regard to the origination
dates of the mortgage loans.

     Premium. If a Certificateholder is treated as acquiring the underlying
mortgage loans at a premium, that is, at a price in excess of their remaining
stated redemption price, such Certificateholder may elect under Section 171 of
the Code to amortize using a constant yield method the portion of such premium
allocable to mortgage loans originated after September 27, 1985. Amortizable
premium is treated as an offset to interest income on the related debt
instrument, rather than as a separate interest deduction. However, premium
allocable to mortgage loans originated before September 28, 1985 or to mortgage
loans for which an amortization election is not made, should be allocated among
the payments of stated redemption price on the mortgage loan and be allowed as a
deduction as such payments are made (or, for a Certificateholder using the
accrual method of accounting, when such payments of stated redemption price are
due).

     It is unclear whether a prepayment assumption should be used in computing
amortization of premium allowable under Section 171 of the Code. If premium is
not subject to amortization using a prepayment assumption and a mortgage loan
prepays in full, the holder of a Grantor Trust Fractional Interest Certificate
acquired at a premium should recognize a loss equal to the difference between
the portion of the prepaid principal amount of the mortgage loan that is
allocable to the Certificate and the portion of the adjusted basis of the
Certificate that is allocable to the mortgage loan. If a prepayment assumption
is used to amortize such premium, it appears that such a loss would be
unavailable. Instead, if a prepayment assumption is used, a prepayment should be
treated as a partial payment of the stated redemption price of the Grantor Trust
Fractional Interest Certificate and accounted for under a method similar to that
described for taking account of original issue discount on REMIC Regular
Certificates. See "--REMICs--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount" above. It is unclear whether any other
adjustments would be required to reflect differences between the prepayment
assumption and the actual rate of prepayments.

     Taxation of Owners of Grantor Trust Strip Certificates. The "stripped
coupon" rules of Section 1286 of the Code will apply to the Grantor Trust Strip
Certificates. Except as described above in "--Taxation of Owners of Grantor
Trust Fractional Interest Certificates--If Stripped Bond Rules Apply", no
regulations or published rulings under Section 1286 of the Code have been issued
and some uncertainty exists as to how it will be applied to securities such as
the Grantor Trust Strip Certificates. Accordingly, holders of Grantor Trust
Strip Certificates should consult their tax advisors concerning the method to be
used in reporting income or loss with respect to such Certificates.

     The OID Regulations do not apply to "stripped coupons", although they
provide general guidance as to how the original issue discount sections of the
Code will be applied. In addition, the discussion below is subject to the
discussion under "--Possible Application of Proposed Contingent Payment Rules"
below and assumes that the holder of a Grantor Trust Strip Certificate will not
own any Grantor Trust Fractional Interest Certificates.

     Under the stripped coupon rules, it appears that original issue discount
will be required to be accrued in each month on the Grantor Trust Strip
Certificates based on a constant yield method. In effect, each holder of Grantor
Trust Strip Certificates would include as interest income in each month an
amount equal to the product of such holder's adjusted basis in such Grantor
Trust Strip Certificate at the beginning of such month and the yield of such
Grantor Trust Strip Certificate to


                                       96


such holder. Such yield would be calculated based on the price paid for that
Grantor Trust Strip Certificate by its holder and the payments remaining to be
made thereon at the time of the purchase, plus an allocable portion of the
servicing fees and expenses to be paid with respect to the mortgage loans. See
"--Taxation of Owners of Grantor Trust Fractional Interest Certificates--If
Stripped Bond Rules Apply" above.

     As noted above, Section 1272(a)(6) of the Code requires that a prepayment
assumption be used in computing the accrual of original issue discount with
respect to certain categories of debt instruments, and that adjustments be made
in the amount and rate of accrual of such discount when prepayments do not
conform to such prepayment assumption. Regulations could be adopted applying
those provisions to the Grantor Trust Strip Certificates. It is unclear whether
those provisions would be applicable to the Grantor Trust Strip Certificates or
whether use of a prepayment assumption may be required or permitted in the
absence of such regulations. It is also uncertain, if a prepayment assumption is
used, whether the assumed prepayment rate would be determined based on
conditions at the time of the first sale of the Grantor Trust Strip Certificate
or, with respect to any subsequent holder, at the time of purchase of the
Grantor Trust Strip Certificate by that holder.

     The accrual of income on the Grantor Trust Strip Certificates will be
significantly slower if a prepayment assumption is permitted to be made than if
yield is computed assuming no prepayments. In the absence of statutory or
administrative clarification, it currently is intended to base information
returns or reports to the IRS and Certificateholders on the Prepayment
Assumption disclosed in the related prospectus supplement and on a constant
yield computed using a representative initial offering price for each class of
certificates. However, neither the depositor nor any other person will make any
representation that the mortgage loans will in fact prepay at a rate conforming
to the Prepayment Assumption or at any other rate and Certificateholders should
bear in mind that the use of a representative initial offering price will mean
that such information returns or reports, even if otherwise accepted as accurate
by the IRS, will in any event be accurate only as to the initial
Certificateholders of each series who bought at that price. Prospective
purchasers of the Grantor Trust Strip Certificates should consult their tax
advisors regarding the use of the Prepayment Assumption.

     It is unclear under what circumstances, if any, the prepayment of a
mortgage loan will give rise to a loss to the holder of a Grantor Trust Strip
Certificate. If a Grantor Trust Strip Certificate is treated as a single
instrument (rather than an interest in discrete mortgage loans) and the effect
of prepayments is taken into account in computing yield with respect to such
Grantor Trust Strip Certificate, it appears that no loss may be available as a
result of any particular prepayment unless prepayments occur at a rate faster
than the Prepayment Assumption. However, if a Grantor Trust Strip Certificate is
treated as an interest in discrete mortgage loans, or if the Prepayment
Assumption is not used, then when a mortgage loan is prepaid, the holder of a
Grantor Trust Strip Certificate should be able to recognize a loss equal to the
portion of the adjusted issue price of the Grantor Trust Strip Certificate that
is allocable to such mortgage loan.

     Possible Application of Contingent Payment Rules. The coupon stripping
rules' general treatment of stripped coupons is to regard them as newly issued
debt instruments in the hands of each purchaser. To the extent that payments on
the Grantor Trust Strip Certificates would cease if the mortgage loans were
prepaid in full, the Grantor Trust Strip Certificates could be considered to be
debt instruments providing for contingent payments. Under the OID Regulations,
debt instruments providing for contingent payments are not subject to the same
rules as debt instruments providing for noncontingent payments. Treasury
Department regulations have been promulgated regarding contingent payment debt
instruments, but it appears that Grantor Trust Strip Certificates, due to their
similarity to other mortgage-backed securities (such as REMIC regular interests
and debt instruments subject to Section 1272(a)(6) of the Code) that are
expressly excepted from the application of such Regulations, may also be
excepted from such regulations. Like the OID Regulations, the contingent payment
regulations do not specifically address securities, such as the Grantor Trust
Strip Certificates, that are subject to the stripped bond rules of Section 1286
of the Code.


                                       97


     If the contingent payment rules similar to those under the OID Regulations
were to apply, the holder of a Grantor Trust Strip Certificate would be required
to apply a "noncontingent bond method." Under the "noncontingent bond method,"
the issuer of a Grantor Trust Strip Certificate determines a projected payment
schedule. Holders of Grantor Trust Strip Certificates are bound by the issuer's
projected payment schedule. The projected payment schedule consists of all
noncontingent payments and a projected amount for each contingent payment based
on the comparable yield (as described below) of the Grantor Trust Strip
Certificate. The projected amount of each payment is determined so that the
projected payment schedule reflects the projected yield. The projected amount of
each payment must reasonably reflect the relative expected values of the
payments to be received by the holders of a Grantor Trust Strip Certificate. The
comparable yield referred to above is a rate that, as of the issue date,
reflects the yield at which the issuer would issue a fixed rate debt instrument
with terms and conditions similar to the contingent payment debt instrument,
including general market conditions, the credit quality of the issuer, and the
terms and conditions of the mortgage loans. The holder of a Grantor Trust Strip
Certificate would be required to include as interest income in each month the
adjusted issue price of the Grantor Trust Strip Certificate at the beginning of
the period multiplied by the comparable yield.

     Certificateholders should consult their tax advisors concerning the
possible application of the contingent payment rules to the Grantor Trust Strip
Certificates.

     Sales of Grantor Trust Certificates. Any gain or loss, equal to the
difference between the amount realized on the sale or exchange of a Grantor
Trust Certificate and its adjusted basis, recognized on such sale or exchange of
a Grantor Trust Certificate by an investor who holds such Grantor Trust
Certificate as a capital asset, will be capital gain or loss, except to the
extent of accrued and unrecognized market discount, which will be treated as
ordinary income, and (in the case of banks and other financial institutions)
except as provided under Section 582(c) of the Code. The adjusted basis of a
Grantor Trust Certificate generally will equal its cost, increased by any income
reported by the seller (including original issue discount and market discount
income) and reduced (but not below zero) by any previously reported losses, any
amortized premium and by any distributions with respect to such Grantor Trust
Certificate. The Code as of the date of this prospectus generally provides for
tax rates of noncorporate taxpayers on ordinary income that are higher than the
rates on long-term capital gains (generally, property held for more than one
year). No such rate differential exists for corporations. In addition, the
distinction between a capital gain or loss and ordinary income or loss remains
relevant for other purposes.

     Gain or loss from the sale of a Grantor Trust Certificate may be partially
or wholly ordinary and not capital in certain circumstances. Gain attributable
to accrued and unrecognized market discount will be treated as ordinary income,
as will gain or loss recognized by banks and other financial institutions
subject to Section 582(c) of the Code. Furthermore, a portion of any gain that
might otherwise be capital gain may be treated as ordinary income to the extent
that the Grantor Trust Certificate is held as part of a "conversion transaction"
within the meaning of Section 1258 of the Code. A conversion transaction
generally is one in which the taxpayer has taken two or more positions in the
same or similar property that reduce or eliminate market risk, if substantially
all of the taxpayer's return is attributable to the time value of the taxpayer's
net investment in such transaction. The amount of gain realized in a conversion
transaction that is recharacterized as ordinary income generally will not exceed
the amount of interest that would have accrued on the taxpayer's net investment
at 120% of the appropriate "applicable Federal rate" (which rate is computed and
published monthly by the IRS) at the time the taxpayer enters into the
conversion transaction, subject to appropriate reduction for prior inclusion of
interest and other ordinary income items from the transaction.

     Finally, a taxpayer may elect to have net capital gain taxed at ordinary
income rates rather than capital gains rates in order to include such net
capital gain in total net investment income for that taxable year, for purposes
of the rule that limits the deduction of interest on indebtedness incurred to
purchase or carry property held for investment to a taxpayer's net investment
income.


                                       98


     Investors that recognize a loss on a sale or exchange of a Grantor Trust
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.

     Grantor Trust Reporting. Unless otherwise provided in the related
prospectus supplement, the trustee or master servicer, as applicable, will
furnish to each holder of a Grantor Trust Certificate with each distribution a
statement setting forth the amount of such distribution allocable to principal
on the underlying mortgage loans and to interest thereon at the related
pass-through rate. In addition, the trustee or master servicer, as applicable,
will furnish, within a reasonable time after the end of each calendar year, to
each holder of a Grantor Trust Certificate who was such a holder at any time
during such year, information regarding the amount of servicing compensation
received by the master servicer, the special servicer or any sub-servicer, and
such other customary factual information as the depositor or the reporting party
deems necessary or desirable to enable holders of Grantor Trust Certificates to
prepare their tax returns and 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 the Grantor Trust Certificates are uncertain
in various respects, there is no assurance the IRS will agree with the trustee's
or master servicer's, as the case may be, information reports of such items of
income and expense. Moreover, such 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 such reports.

     Backup Withholding. In general, the rules described above in
"--REMICs--Backup Withholding with Respect to REMIC Certificates" will also
apply to Grantor Trust Certificates.

     Foreign Investors. In general, the discussion with respect to REMIC Regular
Certificates in "-- REMICs--Foreign Investors in REMIC Certificates" above
applies to Grantor Trust Certificates except that Grantor Trust Certificates
will, unless otherwise disclosed in the related prospectus supplement, be
eligible for exemption from U.S. withholding tax, subject to the conditions
described in such discussion, only to the extent the related mortgage loans were
originated after July 18, 1984.

     To the extent that interest on a Grantor Trust Certificate would be exempt
under Sections 871(h)(1) and 881(c) of the Code from United States withholding
tax, and the Grantor Trust Certificate is not held in connection with a
Certificateholder's trade or business in the United States, such Grantor Trust
Certificate will not be subject to United States estate taxes in the estate of a
nonresident alien individual.

     On June 20, 2002, the IRS published proposed regulations which will, when
effective, establish a reporting framework for interests in "widely held fixed
investment trusts" that will place the responsibility of reporting on the person
in the ownership chain who holds an interest for a beneficial owner. A
widely-held investment trust is defined as an entity classified as a "trust"
under Treasury Regulations Section 301.7701-4(c), in which any interest is held
by a middleman, which includes, but is not limited to (i) a custodian of a
person's account, (ii) a nominee and (iii) a broker holding an interest for a
customer in "street name." These regulations were proposed to be effective
beginning January 1, 2004, but such date passed and the regulations have not
been finalized. It is unclear when, or if, these regulations will become final.

                       STATE AND OTHER TAX CONSEQUENCES

     In addition to the federal income tax consequences described in "Certain
Federal Income Tax Consequences," potential investors 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,
prospective investors should consult their tax advisors with respect to the
various tax consequences of investments in the offered certificates.


                                       99


                         CERTAIN ERISA CONSIDERATIONS


GENERAL

     The Employee Retirement Income Security Act of 1974, as amended, and the
Code impose certain requirements on retirement plans, and on certain other
employee benefit plans and arrangements, including individual retirement
accounts and annuities, Keogh plans and collective investment funds and separate
accounts (and as applicable, insurance company general accounts) in which such
plans, accounts or arrangements are invested that are subject to the fiduciary
responsibility provisions of ERISA and Section 4975 of the Code ("Plans"), and
on persons who are fiduciaries with respect to such Plans, in connection with
the investment of Plan assets. Certain employee benefit plans, such as
governmental plans (as defined in ERISA Section 3(32)), and, if no election has
been made under Section 410(d) of the Code, church plans (as defined in Section
3(33) of ERISA) are not subject to ERISA requirements. However, such plans may
be subject to the provisions of other applicable federal and state law
materially similar to ERISA or the Code. Moreover, any such plan which is
qualified and exempt from taxation under Sections 401(a) and 501(a) of the Code
is subject to the prohibited transaction rules set forth in Section 503 of the
Code.

     ERISA generally imposes on Plan fiduciaries certain general fiduciary
requirements, including those of investment prudence and diversification and the
requirement that a Plan's investments be made in accordance with the documents
governing the Plan. In addition, Section 406 of ERISA and Section 4975 of the
Code prohibit a broad range of transactions involving assets of a Plan and
persons who have certain specified relationships to the Plan, unless a statutory
or administrative exemption is available. Certain Parties in Interest that
participate in a prohibited transaction may be subject to an excise tax imposed
pursuant to Section 4975 of the Code or a penalty imposed pursuant to Section
502(i) of ERISA, 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 Code.

PLAN ASSET REGULATIONS

     A Plan's investment in offered certificates may cause the underlying
mortgage assets and other assets included in a related trust fund to be deemed
assets of such Plan. The Plan Asset Regulations provide that when a Plan
acquires an equity interest in an entity, the Plan's assets include both such
equity interest and an undivided interest in each of the underlying assets of
the entity, unless certain exceptions not applicable here apply, or unless the
equity participation in the entity by "benefit plan investors" (i.e., Plans and
certain employee benefit plans not subject to ERISA) is not "significant", both
as defined in the Plan Asset Regulations. For this purpose, in general, equity
participation by benefit plan investors will be "significant" on any date if 25%
or more of the value of any class of equity interests in the entity is held by
benefit plan investors. Equity participation in a trust fund will be significant
on any date if immediately after the most recent acquisition of any Certificate,
25% or more of any class of certificates is held by benefit plan investors.

     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 such assets for a fee, is a fiduciary of the investing
Plan. If the mortgage assets and other assets included in a trust fund
constitute Plan assets, then any party exercising management or discretionary
control regarding those assets, such as the master servicer, any special
servicer, any sub-servicer, the trustee, the obligor under any credit
enhancement mechanism, or certain affiliates thereof may be deemed to be a Plan
"fiduciary" and thus subject to the fiduciary responsibility provisions and
prohibited transaction provisions of ERISA and the Code with respect to the
investing Plan. In addition, if the mortgage assets and other assets included in
a trust fund constitute Plan assets, the purchase of certificates by a Plan, as
well as the operation of the trust fund, may constitute or involve a prohibited
transaction under ERISA or the Code.

     The Plan Asset Regulations provide that where a Plan acquires a "guaranteed
governmental mortgage pool certificate", the Plan's assets include such
certificate but do not solely by reason of


                                      100


the Plan's holdings of such certificate include any of the mortgages underlying
such certificate. The Plan Asset Regulations include in the definition of a
"guaranteed governmental mortgage pool certificate" Ginnie Mae, Freddie Mac,
Farmer Mac and Fannie Mae Certificates. Accordingly, even if such MBS included
in a trust fund were deemed to be assets of Plan investors, the mortgages
underlying such MBS would not be treated as assets of such Plans. Private label
mortgage participations, mortgage pass-through certificates or other
mortgage-backed securities are not "guaranteed governmental mortgage pool
certificates" within the meaning of the Plan Asset Regulations; potential Plan
investors should consult their counsel and review the ERISA discussion in the
related prospectus supplement before purchasing certificates if such MBS are
included in the trust fund.

     The DOL has granted to certain underwriters administrative exemptions, each
an "Exemption", for certain mortgage-backed and asset-backed certificates
underwritten in whole or in part by the underwriters. An Exemption might be
applicable to the initial purchase, the holding, and the subsequent resale by a
Plan of certain certificates, such as the offered certificates, underwritten by
the underwriters, representing interests in pass-through trusts that consist of
certain receivables, loans and other obligations, provided that the conditions
and requirements of the Exemption are satisfied. The loans described in the
Exemptions include mortgage loans such as the mortgage assets. However, it
should be noted that in issuing the Exemptions, the DOL may not have considered
interests in pools of the exact nature as some of the offered certificates. If
all of the conditions of an Exemption are met, whether or not a Plan's assets
would be deemed to include an ownership interest in the mortgage assets, the
acquisition, holding and resale of the offered certificates by Plans would be
exempt from certain of the prohibited transaction provisions of ERISA and the
Code.

INSURANCE COMPANY GENERAL ACCOUNTS

     Sections I and III of PTCE 95-60 exempt from the application of the
prohibited transaction provisions of Sections 406(a), 406(b) and 407(a) of ERISA
and Section 4975 of the Code transactions in connection with the servicing,
management and operation of a trust (such as the Trust) in which an insurance
company general account has an interest as a result of its acquisition of
certificates issued by the trust, provided that certain conditions are
satisfied. If these conditions are met, insurance company general accounts would
be allowed to purchase certain classes of certificates which do not meet the
requirements of any of the Exemptions solely because they (1) are subordinated
to other classes of certificates in the trust and/or (2) have not received a
rating at the time of the acquisition in one of the four highest rating
categories from a nationally recognized statistical rating agency. All other
conditions of one of the Exemptions would have to be satisfied in order for PTCE
95-60 to be available. Before purchasing such class of certificates, an
insurance company general account seeking to rely on Sections I and III of PTCE
95-60 should itself confirm that all applicable conditions and other
requirements have been satisfied.

     The Small Business Job Protection Act of 1996 added a new Section 401(c) to
ERISA, which provides certain exemptive relief from the provisions of Part 4 of
Title I of ERISA and Section 4975 of the Code, including the prohibited
transaction restrictions imposed by ERISA and the related excise taxes imposed
by the Code, for transactions involving an insurance company general account.
Pursuant to Section 401(c) of ERISA, the DOL has issued final regulations
providing guidance for the purpose of determining, in cases where insurance
policies supported by an insurer's general account are issued to or for the
benefit of a Plan on or before December 31, 1998, which general account assets
constitute Plan assets. Any assets of an insurance company general account which
support insurance policies issued to a Plan after December 31, 1998 or issued to
Plans on or before December 31, 1998 for which the insurance company does not
comply with the 401(c) Regulations may be treated as Plan assets. In addition,
because Section 401(c) does not relate to insurance company separate accounts,
separate account assets are still treated as Plan assets of any Plan invested in
such separate account. Insurance companies contemplating the investment of
general account assets in the offered certificates should consult with their
legal counsel with respect to the applicability of Section 401(c) of ERISA.


                                      101


CONSULTATION WITH COUNSEL

     Any Plan fiduciary which proposes to purchase offered certificates on
behalf of or with assets of a Plan should consider its general fiduciary
obligations under ERISA and should consult with its counsel with respect to the
potential applicability of ERISA and the Code to such investment and the
availability of any prohibited transaction exemption in connection with any
planned purchase.

TAX EXEMPT INVESTORS

     A Plan that is exempt from federal income taxation pursuant to Section 501
of the Code nonetheless will be subject to federal income taxation to the extent
that its income is "unrelated business taxable income" within the meaning of
Section 512 of the Code. All "excess inclusions" of a REMIC allocated to a REMIC
Residual Certificate held by a Plan will be considered unrelated business
taxable income and thus will be subject to federal income tax. See "Certain
Federal Income Tax Consequences--REMICs--Taxation of Owners of REMIC Residual
Certificates--Excess Inclusions".

                               LEGAL INVESTMENT

     If so specified in the related prospectus supplement, certain classes of
the offered certificates will constitute "mortgage related securities" for
purposes of SMMEA. Generally, the only classes of the offered certificates which
will qualify as "mortgage related securities" will be those that (1) are rated
in one of two highest rating categories by at least one nationally recognized
statistical rating organization; and (2) are part of a series evidencing
interests in a trust fund consisting of loans originated by certain types of
originators specified in SMMEA and secured by first liens on real estate. The
appropriate characterization of those offered certificates not qualifying as
"mortgage related securities" for purposes of SMMEA ("Non-SMMEA Certificates")
under various legal investment restrictions, and thus the ability of investors
subject to these restrictions to purchase such offered certificates, may be
subject to significant interpretive uncertainties. Accordingly, all investors
whose investment activities are subject to legal investment laws and
regulations, regulatory capital requirements, or review by regulatory
authorities should consult with their own legal advisors in determining whether
and to what extent the Non-SMMEA 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 before the
October 3, 1991 cutoff for those enactments, limiting to various extents the
ability of certain entities (in particular, insurance companies) to invest in
"mortgage related securities" secured by liens on residential, or mixed
residential and commercial properties, in most cases by requiring the affected
investors to rely solely upon existing state law, and not SMMEA. Pursuant to
Section 347 of the Riegle Community Development and Regulatory Improvement Act
of 1994, which amended the definition of "mortgage related security" to include,
in relevant part, offered certificates satisfying the rating and qualified
originator requirements for "mortgage related securities," but evidencing
interests in a trust fund consisting, in whole or in part, of first liens on one
or more parcels of real estate upon which are located one or more commercial
structures, states were authorized to enact legislation, on or before September
23, 2001, specifically referring to Section 347 and prohibiting or restricting
the purchase, holding or investment by state-regulated entities in those types
of offered certificates. Accordingly, the investors affected by any state
legislation overriding the preemptive effect of SMMEA will be authorized to
invest in offered certificates qualifying as "mortgage related securities" only
to the extent provided in that legislation.


                                      102


     SMMEA also amended the legal investment authority of federally-chartered
depository institutions as follows: federal savings and loan associations and
federal savings banks may invest in, sell or otherwise deal in "mortgage related
securities" without limitation as to the percentage of their assets represented
thereby, federal credit unions may invest in those securities, and national
banks may purchase those securities for their own account without regard to the
limitations generally applicable to investment securities set forth in 12 U.S.C.
Section 24 (Seventh), subject in each case to those regulations as the
applicable federal regulatory authority may prescribe. In this connection, the
OCC has amended 12 C.F.R. Part 1 to authorize national banks to purchase and
sell for their own account, without limitation as to a percentage of the bank's
capital and surplus (but subject to compliance with certain general standards in
12 C.F.R. Section 1.5 concerning "safety and soundness" and retention of credit
information), certain "Type IV securities," defined in 12 C.F.R. Section 1.2(m)
to include certain "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 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 ("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 703.61(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 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" 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. That statement sets forth general guidelines which
depository institutions must follow in managing risks (including market, credit,
liquidity, operational (transaction), and legal risks) applicable to all
securities (including mortgage pass-through securities and mortgage-derivative
products) used for investment purposes.

     Investors whose investment activities are subject to regulation by federal
or state authorities should review rules, policies and guidelines adopted from
time to time by those authorities before purchasing any offered certificates, as
certain series or classes may be deemed unsuitable investments, or may otherwise
be restricted, under those rules, policies or guidelines (in certain instances
irrespective of SMMEA).

     The foregoing does not take into consideration the applicability of
statutes, rules, regulations, orders, guidelines or agreements generally
governing investments made by a particular investor, including, but not limited
to, "prudent investor" provisions, percentage-of-assets limits, provisions which
may restrict or prohibit investment in securities which are not
"interest-bearing" or


                                      103


"income-paying," and, with regard to any offered certificates issued in
book-entry form, provisions which may restrict or prohibit investments in
securities which are issued in book-entry form.

     Except as to the status of certain classes of offered certificates as
"mortgage related securities," no representations are made as to the proper
characterization of the offered certificates for legal investment purposes,
financial institution regulatory purposes, or other purposes, or as to the
ability of particular investors to purchase offered certificates under
applicable legal investment restrictions. The uncertainties described above (and
any unfavorable future determinations concerning legal investment or financial
institution regulatory characteristics of the offered certificates) may
adversely affect the liquidity of the offered certificates.

     Accordingly, all investors whose investment activities are subject to legal
investment laws and regulations, regulatory capital requirements or review by
regulatory authorities should consult with their own legal advisors in
determining whether and to what extent the offered certificates of any class or
series constitute legal investments or are subject to investment, capital, or
other restrictions and, if applicable, whether SMMEA has been overridden in any
jurisdiction relevant to that investor.

                                USE OF PROCEEDS

     The net proceeds to be received from the sale of the certificates of any
series will be applied by the depositor to the purchase of trust assets or will
be used by the depositor to cover expenses related thereto. The depositor
expects to sell the certificates from time to time, but the timing and amount of
offerings of certificates will depend on a number of factors, including the
volume of mortgage assets acquired by the depositor, prevailing interest rates,
availability of funds and general market conditions.

                            METHOD OF DISTRIBUTION

     The certificates offered hereby and by the related prospectus supplements
will be offered in series through one or more of the methods described below.
The prospectus supplement prepared for each series will describe the method of
offering being utilized for that series and will state the net proceeds to the
depositor from such sale.

     The depositor intends that offered certificates will be offered through the
following methods from time to time and that offerings may be made concurrently
through more than one of these methods or that an offering of the offered
certificates of a particular series may be made through a combination of two or
more of these methods. Such methods are as follows:

     1. By negotiated firm commitment or best efforts underwriting and public
        re-offering by underwriters, which may include Banc of America
        Securities LLC, an affiliate of the depositor;

     2. By placements by the depositor with institutional investors through
        dealers; and

     3. By direct placements by the depositor with institutional investors.

     In addition, if specified in the related prospectus supplement, the offered
certificates of a series may be offered in whole or in part to the seller of the
related mortgage assets that would comprise the trust fund for such
certificates.

     If underwriters are used in a sale of any offered certificates (other than
in connection with an underwriting on a best efforts basis), such 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 therefor. Such
underwriters may be broker-dealers affiliated with the depositor whose
identities and relationships to the depositor will be as set forth in the
related prospectus supplement. The managing underwriter or underwriters with
respect to the offer and sale of offered certificates of a particular series
will be set forth on the cover of the prospectus supplement relating to such
series and the members of the underwriting syndicate, if any, will be named in
such prospectus supplement.


                                      104


     In connection with the sale of offered certificates, underwriters may
receive compensation from the depositor or from purchasers of the offered
certificates in the form of discounts, concessions or commissions. Underwriters
and dealers participating in the distribution of the offered certificates may be
deemed to be underwriters in connection with such certificates, and any
discounts or commissions received by them from the depositor and any profit on
the resale of offered certificates by them may be deemed to be underwriting
discounts and commissions under the Securities Act of 1933, as amended.

     It is anticipated that the underwriting agreement pertaining to the sale of
the offered certificates of any series will provide that the obligations of the
underwriters will be subject to certain conditions precedent, that the
underwriters will be obligated to purchase all such certificates if any are
purchased (other than in connection with an underwriting on a best efforts
basis) and that, in limited circumstances, the depositor will indemnify the
several underwriters and the underwriters will indemnify the depositor against
certain civil liabilities, including liabilities under the Securities Act of
1933, as amended, or will contribute to payments required to be made in respect
to such liabilities.

     The prospectus supplement with respect to any series offered by placements
through dealers will contain information regarding the nature of such offering
and any agreements to be entered into between the depositor and purchasers of
offered certificates of such series.

     The depositor anticipates that the offered certificates will be sold
primarily to institutional investors. Purchasers of offered certificates,
including dealers, may, depending on the facts and circumstances of such
purchases, be deemed to be "underwriters" within the meaning of the Securities
Act of 1933, as amended, in connection with reoffers and sales by them of
offered certificates. Holders of offered certificates should consult with their
legal advisors in this regard prior to any such reoffer or sale.

     If and to the extent required by applicable law or regulation, this
prospectus will be used by Banc of America Securities LLC in connection with
offers and sales related to market-making transactions in offered certificates
previously offered hereunder in transactions with respect to which Banc of
America Securities LLC acts as principal. Banc of America Securities LLC may
also act as agent in such transactions. Sales may be made at negotiated prices
determined at the time of sale.

                                 LEGAL MATTERS

     Certain legal matters relating to the certificates will be passed upon for
the depositor by Cadwalader, Wickersham & Taft LLP. Certain legal matters
relating to the certificates will be passed upon for the underwriter by the
counsel described in the related prospectus supplement under "Legal Matters".
Certain federal income tax matters and other matters will be passed upon for the
depositor by Cadwalader, Wickersham & Taft LLP.

                             FINANCIAL INFORMATION

     A new trust fund will be formed with respect to each series of
certificates, and no trust fund will engage in any business activities or have
any assets or obligations prior to the issuance of the related series of
certificates. Accordingly, no financial statements with respect to any trust
fund will be included in this prospectus or in the related prospectus
supplement. The depositor has determined that its financial statements will not
be material to the offering of any offered certificates.

                                    RATING

     It is a condition to the issuance of any class of offered certificates that
they shall have been rated not lower than investment grade, that is, in one of
the four highest rating categories, by at least one rating agency.

     Ratings on mortgage pass-through certificates address the likelihood of
receipt by the holders of all collections on the underlying mortgage assets to
which such holders are entitled. These ratings


                                      105


address the structural, legal and issuer-related aspects associated with such
certificates, the nature of the underlying mortgage assets and the credit
quality of the guarantor, if any. Ratings on mortgage pass-through certificates
do not represent any assessment of the likelihood of principal prepayments by
borrowers or of the degree by which such prepayments might differ from those
originally anticipated. As a result, certificateholders might suffer a lower
than anticipated yield, and, in addition, holders of Stripped Interest
Certificates might, in extreme cases fail to recoup their initial investments.
Furthermore, ratings on mortgage pass-through certificates do not address the
price of such certificates or the suitability of such certificates to the
investor.

     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.

                             AVAILABLE INFORMATION

     The depositor has filed with the Securities and Exchange Commission a
Registration Statement (of which this prospectus forms a part) under the
Securities Act of 1933, as amended, with respect to the offered certificates.
This prospectus and the prospectus supplement relating to each series of offered
certificates contain summaries of the material terms of the documents referred
to in this prospectus or in such prospectus supplement, but do not contain all
of the information set forth in the Registration Statement pursuant to the rules
and regulations of the Commission. For further information, reference is made to
such Registration Statement and the exhibits thereto. Such Registration
Statement and exhibits can be inspected and copied at prescribed rates at the
public reference facilities maintained by the Commission at its Public Reference
Section, 450 Fifth Street, N.W., Washington, D.C. 20549, and at its Midwest
Regional Offices located as follows: Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC also maintains an internet site that contains reports, proxy and information
statements, and other information that has been filed electronically with the
SEC. The Internet address is http://www.sec.gov.

     No dealer, salesman, or other person has been authorized to give any
information, or to make any representations, other than those contained in this
prospectus or any related prospectus supplement, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the depositor or any other person. Neither the delivery of this prospectus or
any related prospectus supplement nor any sale made under this prospectus or any
related prospectus supplement shall under any circumstances create an
implication that there has been no change in the information in this prospectus
since the date of this prospectus or in such prospectus supplement since the
date of the prospectus supplement. This prospectus and any related prospectus
supplement are not an offer to sell or a solicitation of an offer to buy any
security in any jurisdiction in which it is unlawful to make such offer or
solicitation.

     The master servicer, the trustee or another specified person will cause to
be provided to registered holders of the offered certificates of each series
periodic unaudited reports concerning the related trust fund. If beneficial
interests in a class or series of offered certificates are being held and
transferred in book-entry format through the facilities of The DTC as described
in this prospectus, then unless otherwise provided in the related prospectus
supplement, such 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 such 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. See "Description of the
Certificates--Reports to Certificateholders" and "--Book-Entry Registration and
Definitive Certificates".

     The depositor will file or cause to be filed with the Securities and
Exchange Commission such periodic reports with respect to each trust fund as are
required under the Securities Exchange Act of


                                      106


1934 and the rules and regulations of the Securities and Exchange Commission.
The depositor intends to make a written request to the staff of the Securities
and Exchange Commission that the staff either (1) issue an order pursuant to
Section 12(h) of the Securities Exchange Act of 1934, as amended, exempting the
depositor from certain reporting requirements under the Securities Exchange Act
of 1934, as amended, with respect to each trust fund or (2) state that the staff
will not recommend that the Commission take enforcement action if the depositor
fulfills its reporting obligations as described in its written request. If such
request is granted, the depositor will file or cause to be filed with the
Securities and Exchange Commission as to each trust fund the periodic unaudited
reports to holders of the offered certificates referenced in the preceding
paragraph; however, because of the nature of the trust funds, it is unlikely
that any significant additional information will be filed. In addition, because
of the limited number of certificateholders expected for each series, the
depositor anticipates that a significant portion of such reporting requirements
will be permanently suspended following the first fiscal year for the related
trust fund.

               INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     The depositor hereby incorporates by reference all documents and reports
filed or caused to be filed by the depositor with respect to a trust fund
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, prior to the termination of an offering of offered
certificates evidencing interests in that trust fund. The depositor will provide
or cause to be provided without charge to each person to whom this prospectus is
delivered in connection with the offering of one or more classes of offered
certificates, upon written or oral request of such person, a copy of any or all
documents or reports incorporated in this prospectus by reference, in each case
to the extent such documents or reports relate to one or more of such classes of
such offered certificates, other than the exhibits to such documents (unless
such exhibits are specifically incorporated by reference in such documents).
Such requests to the depositor should be directed in writing to its principal
executive offices at 214 North Tryon Street, Charlotte, North Carolina 28255, or
by telephone at (704) 386-2400.


                                      107


                                   GLOSSARY

     The following capitalized terms will have the respective meanings assigned
to them in this "Glossary" section whenever they are used in this prospectus.

     "401(c) Regulations" means those regulations issued by the DOL which
provide guidance for the purpose of determining, in cases where insurance
policies supported by an insurer's general account are issued to or for the
benefit of a Plan on or before December 31, 1998, which general account assets
constitute Plan assets.

     "Accrued Certificate Interest" means for each Distribution Date an amount
equal to interest at the applicable pass-through rate accrued for a specified
period (generally the most recently ended calendar month) on the outstanding
Certificate Balance of such class of certificates immediately prior to such
Distribution Date.

     "Accrual Certificates" means one or more classes of certificates that may
not be entitled to distributions of interest until the occurrence of certain
events, such as the retirement of one or more other classes of certificates.

     "ADA" means the Americans with Disabilities Act of 1990, as amended.

     "Available Distribution Amount" means unless otherwise provided in the
related prospectus supplement for any series of certificates and any
Distribution Date the total of all payments or other collections (or advances in
lieu of such collections and advances) 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 such series on such
date.

     "Bankruptcy Code" means the U.S. Bankruptcy Code.

     "CERCLA" means the federal Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended.

     "Certificate Account" means for the trust fund one or more established and
maintained on behalf of the certificateholders into which all payments and
collections received or advanced with respect to the mortgage assets and other
assets in the trust fund will be deposited to the extent described this
prospectus and the related prospectus supplement.

     "Certificate Balance" means the initial stated principal amount of each
individual class of certificates for a given series other than real estate
mortgage investment conduit residual certificates or certain classes of stripped
interest certificates.

     "Certificate Owner" means the actual purchaser of a book-entry certificate.

     "Closing Date" means date of the initial issuance of the certificates of a
given series.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Commercial Property" means office buildings, retail stores and
establishments, hotels or motels, nursing homes, hospitals or other health
care-related facilities, recreational vehicle and mobile home parks, warehouse
facilities, mini-warehouse facilities, self-storage facilities, industrial
plants, parking lots, entertainment or sports arenas, restaurants, marinas,
mixed use or various other types of income-producing properties or unimproved
land comprising some or all of the mortgaged properties included in the trust
fund.

     "Committee Report" means the Conference Committee Report accompanying the
Tax Reform Act of 1986.

     "Companion Class" means one or more classes of certificate where
distributions of principal with respect to one or more other classes of
certificates 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.

     "Controlled Amortization Class" means one or more classes of certificates
where distributions of principal may be made, subject to available funds, based
on a specified principal payment schedule.


                                      108


     "CPR" means the constant prepayment rate model representing an assumed
constant rate of prepayment each month (expressed as an annual percentage)
relative to the then outstanding principal balance of a pool of mortgage loans
for the life of such mortgage loans.

     "Cut-off Date" means the specified date initial aggregate outstanding
principal balance of the related mortgage assets as of a specified date.

     "Debt Service Coverage Ratio" means at any given time for a mortgage loan
the ratio of--

    o the Net Operating Income derived from the related mortgaged property for
      a twelve-month period to

    o the annualized scheduled payments of principal and/or interest on the
      mortgage loan and any other loans senior to it that are secured by the
      related mortgaged property.

     "Determination Date" means the date upon which that all scheduled payments
on the mortgage loans in the trust fund are received or advanced by the master
servicer, special servicer or other specified person will be distributed to
certificateholders of the related series on the next succeeding Distribution
Date.

     "Direct Participant" means the securities brokers and dealers, banks, trust
companies and clearing corporations and may include certain other organizations
that maintain accounts with DTC.

     "Distribution Date" means the date as described in the prospectus
supplement upon which distributions on or with respect to the certificates will
be made.

     "DOL" means the United States Department of Labor.

     "DTC" means The Depository Trust Company.

     "Due Date" means a specified date upon which scheduled payments of
interest, principal or both are to be made under a mortgage loan and may occur
monthly, quarterly, semi-annually or annually.

     "Due Period" means a specified time period (generally corresponding in
length to the period between Distribution Dates).

     "Equity Participation" means a provision under a mortgage loan that
entitles the lender to a share of appreciation of the related mortgaged
property, or profits realized from the operation or disposition of such
mortgaged property or the benefit, if any, resulting from the refinancing of the
mortgage loan.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

     "Excess Funds" means in general that portion of the amounts distributable
in respect of the certificates of any series on any Distribution Date that
represent--

     o  interest received or advanced on the mortgage assets in the trust fund
        that is in excess of the interest currently accrued on the certificates
        of such series; or

     o  Prepayment Premiums, payments from Equity Participations or any other
        amounts received on the mortgage assets in the trust fund that do not
        constitute payments of interest or principal.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Fannie Mae" means Federal National Mortgage Association.

     "Freddie Mac" means Federal Home Loan Mortgage Corporation.

     "Garn Act" means the Garn-St Germain Depository Institutions Act of 1982.

     "Ginnie Mae" means Governmental National Mortgage Association.

     "Grantor Trust Certificates" means certificates in a trust treated as a
grantor trust under applicable provisions of the Code.


                                      109


     "Grantor Trust Fractional Interest Certificate" means a Grantor Trust
Certificate representing an undivided equitable ownership interest in the
principal of the mortgage loans constituting the related Grantor Trust Fund,
together with interest at a pass-through rate.

     "Grantor Trust Fund" means that portion of the trust fund as to which no
REMIC election has been made.

     "Grantor Trust Strip Certificate" means a Grantor Trust Certificate
representing ownership of all or a portion of the difference between interest
paid on the mortgage loans constituting the related Grantor Trust Fund (net of
normal administration fees) and interest paid to the holders of Grantor Trust
Fractional Interest Certificates issued with respect to such Grantor Trust Fund.

     "Indirect Participant" means those banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly.

     "Insurance and Condemnation Proceeds" means proceeds applied to the
restoration of a mortgaged property or released to the related borrower in
connection with the full or partial condemnation of such mortgaged property.

     "IRS" means the Internal Revenue Service.

     "Issue Premium" means, in the case of a class of REMIC Regular Certificates
issued at a price in excess of the stated redemption price of that class, the
amount of such excess.

     "Liquidation Proceeds" means all proceeds received under any hazard, title
or other insurance policy (other than Insurance and Condemnation Proceeds) and
all other amounts received and retained in connection with the liquidation of
defaulted mortgage loans or property acquired in respect of such defaulted
mortgage loans, by foreclosure or otherwise.

     "Loan-to-Value Ratio" means for a mortgage loan the ratio (expressed as a
percentage) of--

     o  the then outstanding principal balance of the mortgage loan and any
        other loans senior that are secured by the related mortgaged property to

     o  its fair market value as determined by an appraisal of such property
        conducted by or on behalf of the originator in connection with the
        origination of the mortgage loan.

     "Lock-out Period" means the period in which prepayments are prohibited
under a mortgage loan.

     "MBS" means mortgage participations, pass-through certificates or other
mortgage-backed securities that may comprise the assets of the trust fund.

     "MERS" means Mortgage Electronic Registration Systems, Inc.

     "Mortgage Asset Seller" means the entity from whom the depositor purchased
a mortgage asset either directly or indirectly, included in the trust fund. The
Mortgage Asset Seller may or may not be the originator of the related mortgage
loan or the issuer of the MBS and may be an affiliate of the depositor.

     "Mortgage Rate" means the rate at which a mortgage loan accrues interest
which may be fixed over its term or that adjusts from time to time, converted at
the borrower's election from an adjustable to a fixed rate, or from a fixed to
an adjustable rate.

     "Multifamily Properties" means residential properties consisting of five or
more rental or cooperatively-owned dwelling units in high-rise, mid-rise or
garden apartment buildings or other residential structures comprising some or
all of the mortgaged properties included in the trust fund.

     "Net Operating Income" means for any given period, the total operating
revenues derived from a mortgaged property during such period, minus the total
operating expenses incurred in respect of such mortgaged property during such
period other than--

     o  noncash items such as depreciation and amortization;

     o  capital expenditures; and


                                      110


     o  debt service on the related mortgage loan or on any other loans that are
        secured by such mortgaged property.

     "NCUA" means the National Credit Union Administration.

     "Notional Amount" means the amount upon which a Stripped Interest
Certificate is calculated to accrue interest which is either--

     o  based on the principal balances of some or all of the mortgage assets in
        the related trust fund; or

     o  equal to the Certificate Balances of one or more other classes of
        certificates of the same series.

     "OCC" means the Office of the Comptroller of the Currency.

     "OID Regulations" means the Treasury Department regulations issued under
Sections 1271-1273 and 1275 of the Code.

     "OTS" means the Office of Thrift Supervision.

     "Parties in Interest" means "parties in interest" as defined in ERISA and
"disqualified person" as defined in Section 4975 of the Code.

     "Percentage Interest" means the undivided percentage interest represented
by an offered certificate of a particular class which will be equal to the
percentage obtained by dividing the initial principal balance or notional amount
of such certificate by the initial Certificate Balance or Notional Amount of
such class.

     "Permitted Investments" means 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 into which funds from the Certificate
Account may be invested.

     "Plan" means retirement plans, and on certain other employee benefit plans
and arrangements, including individual retirement accounts, individual
retirement annuities, Keogh plans and collective investment funds and separate
accounts (and as applicable, insurance company general accounts) in which such
plans, accounts or arrangements are invested that are subject to the fiduciary
responsibility provisions of ERISA or Section 4975 of the Code.

     "Plan Asset Regulations" means Section 2510.3-101 of the regulations issued
by the DOL, concerning what constitutes assets of a Plan.

     "Pooling and Servicing Agreement" means pooling and servicing agreement or
other agreement specified in the related prospectus supplement pursuant to which
certificates of each series will be issued.

     "Prepayment Assumption" means the prepayment assumption used in reporting
original issue discount for each series of REMIC Regular Certificates or, if
applicable, Grantor Trust Certificates, as disclosed in the related prospectus
supplement.

     "Prepayment Interest Shortfall" means the result when a prepayment on any
mortgage loan is distributable to certificateholders on a particular
Distribution Date, but such prepayment is not accompanied by interest thereon to
the Due Date for such 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.

     "Prepayment Premium" means the payment of any premium or yield maintenance
charge in connection with certain prepayments under a mortgage loan.

     "PTCE 95-60" means Prohibited Transaction Class Exemption 95-60.

     "Purchase Price" means the price as specified in the prospectus supplement
at which a Mortgage Asset Seller will be required to repurchase a mortgage loan
under the conditions set forth in the prospectus supplement.


                                      111


     "Record Date" means last business day of the month preceding the month in
which the applicable Distribution Date occurs.

     "Relief Act" means the Servicemembers Relief Act.

     "REMIC" means a real estate mortgage investment conduit, within the meaning
of, and formed in accordance with, the REMIC Provisions of the Code.

     "REMIC Certificates" means certificates representing interests in a trust
fund, or a portion of the trust fund, that the REMIC administrator will elect to
have treated as REMIC.

     "REMIC Provisions" means Sections 860A through 860G of the Code.

     "REMIC Regular Certificates" means certificates evidencing or constituting
ownership of "regular interests" in the trust fund or a designated portion of
the trust under the REMIC Provisions.

     "REMIC Regulations" means the Treasury Department regulations issued under
the REMIC Provisions.

     "REMIC Residual Certificateholder" means the holder of a REMIC Residual
Certificate.

     "REMIC Residual Certificates" means certificates evidencing or constituting
ownership of "residual interests" in the trust or a designated portion of the
trust under the REMIC Provisions.

     "REO Properties" means mortgaged properties acquired on behalf of the trust
fund through foreclosure, deed-in-lieu of foreclosure or otherwise.

     "RICO" means the Racketeer Influenced and Corrupt Organizations statute.

     "Senior Certificates" means certificates in a given series that are senior
to one or more other classes of certificates in entitlement to certain
distributions;

     "SMMEA" means the Secondary Mortgage Market Enhancement Act of 1984, as
amended.

     "SPA" means the standard prepayment assumption representing an assumed
variable rate of prepayment each month (expressed as an annual percentage)
relative to the then outstanding principal balance of a pool of mortgage loans.


     "Stripped Interest Certificate" means those certificates entitled to
distributions of interest, with disproportionate, nominal or no distributions of
principal.

     "Stripped Principal Certificate" means entitled to distributions of
principal, with disproportionate, nominal or no distributions of interest;

     "Subordinate Certificates" means certificates in a given series that are
subordinate to one or more other classes of certificates in entitlement to
certain distributions;

     "Tiered REMIC" means designated portions of the trust fund treated as two
or more REMICs.

     "Treasury Department" means the United States Treasury Department.

     "UCC" means for any jurisdiction the Uniform Commercial Code as in effect
in that jurisdiction.

     "U.S. Person" means--

     o  a citizen or resident of the United States;

     o  a corporation or partnership created or organized in, or under the laws
        of, the United States, any state or the District of Columbia, including
        an entity treated as a corporation or partnership for federal income tax
        purposes;

     o  an estate whose income is subject to United States federal income tax
        purposes regardless of the source of its income; or

     o  a trust as to which--

        1. a court in the United States is able to exercise primary supervision
           over the administration of the trust, and


                                      112


        2. one or more United States persons have the authority to control all
           substantial decisions of the trust.


     In addition, to the extent provided in the Treasury Department regulations,
a trust will be a U.S. Person if it was in existence on August 20, 1996 and it
elected to be treated as a U.S. Person.

     "Voting Rights" means the voting rights evidenced by each series of
certificates.

     "Warranting Party" means a party that makes certain representations and
warranties regarding the mortgage loans.


                                      113



                     (This Page Intentionally Left Blank)

                         NOTES CONCERNING INFORMATION
                           PRESENTED IN THE ATTACHED
                               COMPUTER DISKETTE

This diskette contains a spreadsheet file that can be put on a user-specified
hard drive or network drive. The file is "BACM2004_5.xls". The file
"BACM2004_5.xls" is a Microsoft Excel(1) spreadsheet. The file provides, in
electronic format, certain loan level information shown in ANNEXES A and B of
the Prospectus Supplement.

Open the file as you would normally open any spreadsheet in Microsoft Excel.
After the file is opened, a securities law legend will be displayed. READ THE
LEGEND CAREFULLY. To view the data in ANNEXES A and B, "click" on the worksheet
labeled "ANNEX A" or "ANNEX B", as applicable.

----------
(1)   Microsoft Excel is a registered trademark of Microsoft Corporation.

================================================================================

YOU SHOULD RELY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. 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 DO NOT CLAIM THE ACCURACY OF THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT
AND THE ACCOMPANYING PROSPECTUS AS OF ANY DATE OTHER THAN THE DATES STATED ON
THEIR RESPECTIVE COVERS.

DEALERS WILL DELIVER A PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
WHEN ACTING AS UNDERWRITERS OF THE CERTIFICATES AND WITH RESPECT TO THEIR
UNSOLD ALLOTMENTS OR SUBSCRIPTIONS. IN ADDITION, ALL DEALERS SELLING THE
CERTIFICATES WILL DELIVER A PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS UNTIL FEBRUARY 22, 2005.

                       --------------------------------
                               TABLE OF CONTENTS



                                                              PAGE
                                                             ------
                       PROSPECTUS SUPPLEMENT

Table of Contents ..........................................   S-3
Important Notice About Information Presented in this
  Prospectus Supplement and the Accompanying
  Prospectus ...............................................   S-6
Executive Summary ..........................................   S-7
Summary of Prospectus Supplement ...........................  S-10
Risk Factors ...............................................  S-28
Description of the Mortgage Pool ...........................  S-78
Servicing of the Mortgage Loans ............................  S-110
Description of the Certificates ............................  S-133
The Trustee ................................................  S-172
Yield and Maturity Considerations ..........................  S-173
Use of Proceeds ............................................  S-182
Certain Federal Income Tax Consequences ....................  S-182
Certain ERISA Considerations ...............................  S-184
Legal Investment ...........................................  S-187
Method of Distribution .....................................  S-188
Legal Matters ..............................................  S-189
Ratings ....................................................  S-189
Index of Principal Definitions .............................  S-191
ANNEX A ....................................................   A-1
ANNEX B ....................................................   B-1
ANNEX C ....................................................   C-1
ANNEX D ....................................................   D-1
ANNEX E ....................................................   E-1
                                  PROSPECTUS
Summary of Prospectus ......................................     6
Risk Factors ...............................................    11
Prospectus Supplement ......................................    18
Capitalized Terms Used in This Prospectus ..................    19
Description of the Trust Funds .............................    20
Yield and Maturity Considerations ..........................    26
The Depositor ..............................................    31
Description of the Certificates ............................    31
The Pooling and Servicing Agreements .......................    39
Description of Credit Support ..............................    57
Certain Legal Aspects of Mortgage Loans ....................    60
Certain Federal Income Tax Consequences ....................    72
State and Other Tax Consequences ...........................    99
Certain ERISA Considerations ...............................   100
Legal Investment ...........................................   102
Use of Proceeds ............................................   104
Method of Distribution .....................................   104
Legal Matters ..............................................   105
Financial Information ......................................   105
Rating .....................................................   105
Available Information ......................................   106
Incorporation of Certain Information by Reference ..........   107
Glossary ...................................................   108



===============================================================================





================================================================================

                                $1,254,861,000
                                 (APPROXIMATE)


                                BANC OF AMERICA
                           COMMERCIAL MORTGAGE INC.
                                   DEPOSITOR


                        CLASS A-1, CLASS A-2, CLASS A-3,
                       CLASS A-AB, CLASS A-4, CLASS A-1A,
                              CLASS A-J, CLASS XP,
                          CLASS B, CLASS C AND CLASS D


                                BANC OF AMERICA
                           COMMERCIAL MORTGAGE INC.
                               COMMERCIAL MORTGAGE
                            PASS-THROUGH CERTIFICATES
                                  SERIES 2004-5





          ------------------------------------------------------------
                             PROSPECTUS SUPPLEMENT
          ------------------------------------------------------------




                         BANC OF AMERICA SECURITIES LLC
                         DEUTSCHE BANK SECURITIES INC.
                                   CITIGROUP
                              GOLDMAN, SACHS & CO.
                                   JPMORGAN









                                NOVEMBER 8, 2004

================================================================================