LB UBS Commercial Mortgage Trust 2001 C3 – ‘424B5’ on 7/27/01

On:  Friday, 7/27/01, at 10:28am ET   ·   Accession #:  950136-1-500972   ·   File #:  333-58562-02

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Prospectus   —   Rule 424(b)(5)
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Document/Exhibit                   Description                      Pages   Size 

 1: 424B5       Final Prospectus Supplement                          334   1.77M 

Document Table of Contents

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                                          Filed Pursuant to Rule 424(b)(5)
                                             Registration File No.: 333-58562-02

PROSPECTUS SUPPLEMENT                                                           
(TO PROSPECTUS DATED APRIL 18, 2001)                                            

[LEHMAN BROTHERS LOGO]                                        [UBS WARBURG LOGO]

LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C3  
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2001-C3 
CLASS A-1, CLASS A-2, CLASS B, CLASS C AND CLASS D  

APPROXIMATE TOTAL PRINCIPAL BALANCE AT INITIAL ISSUANCE: $1,249,578,000 

    We, Structured Asset Securities Corporation, have prepared this prospectus
supplement in order to offer the classes of commercial mortgage pass-through    
certificates identified above. These certificates are the only securities       
offered by this prospectus supplement. This prospectus supplement specifically  
relates to, and is accompanied by, our prospectus dated April 18, 2001. We will 
not list the offered certificates on any national securities exchange or any    
automated quotation system of any registered securities associations, such as   
NASDAQ.                                                                         

The offered certificates will represent interests only in the trust   
identified above. They will not represent interests in or obligations of any    
other party. The assets of the trust will include a pool of multifamily and     
commercial mortgage loans. The initial mortgage pool balance that we expect to  
transfer to the trust will be approximately $1,382,342,368. No governmental     
agency or instrumentality or private insurer has insured or guaranteed the      
offered certificates or any of the mortgage loans that back them.               

Each class of offered certificates will receive, to the extent of     
available funds, monthly distributions of interest, principal or both,          
commencing in August 2001. The table on page S-4 of this prospectus supplement  
contains a list of the classes of offered certificates and states the principal 
balance, initial interest rate, interest rate description, and other select     
characteristics of each class. Credit enhancement is being provided through the 
subordination of various non-offered classes of series 2001-C3 certificates.    
That same table on page S-4 of this prospectus supplement also contains a list  
of the non-offered classes of the series 2001-C3 certificates.                  

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

   YOU SHOULD FULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE S-26 IN THIS
PROSPECTUS SUPPLEMENT AND ON PAGE 13 IN THE ACCOMPANYING PROSPECTUS PRIOR TO    
INVESTING IN THE OFFERED CERTIFICATES.                                          

 NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE   
ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING          
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.           

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

    Lehman Brothers Inc., UBS Warburg LLC and Bear, Stearns & Co. Inc. are the
underwriters for this offering. They will purchase their respective allocations 
of the offered certificates from us, subject to the satisfaction of specified   
conditions. Our proceeds from the sale of the offered certificates will equal   
approximately 100.5% of the total initial principal balance of the offered      
certificates, plus accrued interest, before deducting expenses payable by us.   
Each underwriter's commission will be the difference between the price it pays  
to us for its allocation of the offered certificates and the amount it receives 
from the sale of those offered certificates to the public. The underwriters     
currently intend to sell the offered certificates at varying prices to be       
determined at the time of sale. See "Method of Distribution" in this prospectus 
supplement.                                                                     

With respect to this offering, Lehman Brothers Inc. is acting as lead 
manager and sole bookrunner, UBS Warburg LLC is acting as co-lead manager, and  
Bear, Stearns & Co. Inc. is acting as co-manager.                               

LEHMAN BROTHERS                                                    UBS WARBURG  

BEAR, STEARNS & CO. INC.  

The date of this prospectus supplement is July 20, 2001.

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LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C3

Commercial Mortgage Pass-Through Certificates, Series 2001-C3 

WASHINGTON           OREGON               HAWAII              CALIFORNIA        
6 properties         1 property           1 property          31 properties     
7.7% of total        0.7% of total        0.6% of total       17.2% of total    

NEVADA              ARIZONA              COLORADO             TEXAS             
3 properties        6 properties         2 properties         19 properties     
0.6% of total       3.2% of total        0.4% of total        13.2% of total    

OKLAHOMA            LOUISIANA            MISSISSIPPI          ALABAMA           
1 property          4 properties         1 property           1 property        
0.3% of total       0.6% of total        0.2% of total        0.3% of total     

FLORIDA             GEORGIA              TENNESSEE            SOUTH CAROLINA    
10 properties       5 properties         3 properties         1 property        
2.4% of total       2.0% of total        0.9% of total        0.2% of total     

NORTH CAROLINA      VIRGINIA             MARYLAND             NEW JERSEY        
4 properties        5 properties         1 property           2 properties      
1.4% of total       6.8% of total        0.9% of total        0.6% of total     

NEW YORK            CONNECTICUT          MASSACHUSETTS        MAINE             
12 properties       2 properties         8 properties         3 properties      
19.8% of total      0.7% of total        9.4% of total        0.1% of total     

NEW HAMPSHIRE       PENNSYLVANIA         OHIO                 MICHIGAN          
1 property          3 properties         5 properties         5 properties      
0.2% of total       3.8% of total        1.6% of total        0.8% of total     

ILLINOIS            MINNESOTA            MISSOURI             KANSAS            
3 properties        1 property           1 property           8 properties      
1.0% of total       0.6% of total        0.2% of total        1.5% of total     

--------------------------------------------------------------------------------
[ ]  greater than 10.0% of Initial Pool Balance                                 
[ ]  5.1 - 10.0% of Initial Pool Balance                                        
[ ]  1.1 - 5.0% of Initial Pool Balance                                         
[ ]  less than or equal to 1.0% of Initial Pool Balance                         
--------------------------------------------------------------------------------

MORTGAGE LOANS BY PROPERTY TYPE 

Retail                                42.4%   
Office                                34.8%   
Multifamily(1)                        10.1%   
Hotel                                  3.6%   
Industrial/Warehouse                   3.5%   
Self-Storage                           2.2%   
Mobile Home Park                       1.5%   
Office/Industrial                      1.0%   
Other                                  0.7%   
Mixed Use                              0.3%   

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Chrysler Building, New York, NY 

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Cape Cod Mall, Hyannis, MA

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 Vista Ridge Mall, Lewisville (Dallas MSA), TX

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 Westlake Center, Seattle WA

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TABLE OF CONTENTS 

                                                                [Download Table]

                                                                PAGE 
                                                               ------
                                                                     
                              PROSPECTUS SUPPLEMENT                  
Important Notice About the Information Contained in this             
  Prospectus Supplement, the Accompanying Prospectus and             
  the Related Registration Statement .........................   S-3 
Summary of Prospectus Supplement .............................   S-4 
Risk Factors .................................................  S-26 
Capitalized Terms Used in this Prospectus Supplement .........  S-34 
Forward-Looking Statements ...................................  S-34 
Description of the Mortgage Pool .............................  S-35 
Servicing of the Underlying Mortgage Loans ...................  S-66 
Description of the Offered Certificates ......................  S-88 
Yield and Maturity Considerations ............................  S-105
Use of Proceeds ..............................................  S-109
Federal Income Tax Consequences ..............................  S-109
ERISA Considerations .........................................  S-112
Legal Investment .............................................  S-114
Method of Distribution .......................................  S-115
Legal Matters ................................................  S-116
Ratings ......................................................  S-116
Glossary .....................................................  S-117
ANNEX A-1--Certain Characteristics of the Underlying                 
  Mortgage Loans .............................................  A-1-1
ANNEX A-2--Certain Monetary Terms of the Underlying                  
  Mortgage Loans .............................................  A-2-1
ANNEX A-3--Certain Information Regarding Reserves ............  A-3-1
ANNEX B--Certain Information Regarding Multifamily                   
  Properties .................................................   B-1 
ANNEX C-1--Price/Yield Tables ................................  C-1-1

                                                                [Download Table]

                                                                PAGE 
                                                               ------
                                                                     
ANNEX C-2--Decrement Tables ..................................  C-2-1
ANNEX D--Form of Payment Date Statement ......................   D-1 
                        PROSPECTUS                                   
Important Notice About the Information Presented in this             
  Prospectus .................................................     3 
Available Information; Incorporation by Reference ............     3 
Summary of Prospectus ........................................     4 
Risk Factors .................................................    13 
Capitalized Terms used in this Prospectus ....................    30 
Description of the Trust Assets ..............................    30 
Yield and Maturity Considerations ............................    53 
Structured Asset Securities Corporation ......................    58 
Description of the Certificates ..............................    58 
Description of the Governing Documents .......................    67 
Description of Credit Support ................................    76 
Legal Aspects of Mortgage Loans ..............................    78 
Federal Income Tax Consequences ..............................    90 
State and Other Tax Consequences .............................   128 
ERISA Considerations .........................................   128 
Legal Investment .............................................   131 
Use of Proceeds ..............................................   133 
Method of Distribution .......................................   133 
Legal Matters ................................................   134 
Financial Information ........................................   134 
Rating .......................................................   135 
Glossary .....................................................   136 

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

IMPORTANT NOTICE ABOUT THE INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT, 
THE ACCOMPANYING PROSPECTUS AND THE RELATED REGISTRATION STATEMENT

 Information about the offered certificates is contained in two separate
documents:                                                                      

o this prospectus supplement, which describes the specific terms of the   
offered certificates; and                                             

o the accompanying prospectus, which provides general information, some of
which may not apply to the offered certificates.                      

You should read both this prospectus supplement and the accompanying  
prospectus in full to obtain material information concerning the offered        
certificates.                                                                   

  In addition, we have filed with the Securities and Exchange Commission a
registration statement under the Securities Act of 1933, as amended, with       
respect to the offered certificates. This prospectus supplement and the         
accompanying prospectus form a part of that registration statement. However,    
this prospectus supplement and the accompanying prospectus do not contain all   
of the information contained in our registration statement. For further         
information regarding the documents referred to in this prospectus supplement   
and the accompanying prospectus, you should refer to our registration statement 
and the exhibits to it. Our registration statement and the exhibits to it can   
be inspected and copied at prescribed rates at the public reference facilities  
maintained by the SEC at its public reference section, 450 Fifth Street, N.W.,  
Washington, D.C. 20549, and at its regional offices located at: Chicago         
regional office, Citicorp Center, 500 West Madison Street, Chicago, Illinois    
60661; and New York regional office, Seven World Trade Center, New York, New    
York 10048. Copies of these materials can also be obtained electronically       
through the SEC's internet web site (http://www.sec.gov).                       

You should only rely on the information contained in this prospectus  
supplement, the accompanying prospectus and our registration statement. We have 
not authorized any person to give any other information or to make any          
representation that is different from the information contained in this         
prospectus supplement, the accompanying prospectus or our registration          
statement.                                                                      

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SUMMARY OF PROSPECTUS SUPPLEMENT

 This summary contains selected information regarding the offering being
made by this prospectus supplement. It does not contain all of the information  
you need to consider in making your investment decision. To understand all of   
the terms of the offering of the offered certificates, you should read          
carefully this prospectus supplement and the accompanying prospectus in full.   

INTRODUCTION TO THE TRANSACTION 

  The offered certificates will be part of a series of commercial mortgage
pass-through certificates designated as the Series 2001-C3 Commercial Mortgage  
Pass-Through Certificates and consisting of multiple classes. The table below   
identifies the respective classes of that series, specifies various             
characteristics of each of those classes and indicates which of those classes   
are offered by this prospectus supplement and which are not.                    

SERIES 2001-C3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES  

                                                        [Enlarge/Download Table]

                  APPROX.                                                                                                    
                   TOTAL                                                                                                     
                 PRINCIPAL                        APPROX.                                                                    
                BALANCE OR        APPROX.%     TOTAL CREDIT                     APPROX.     WEIGHTED                         
                 NOTIONAL        OF INITIAL     SUPPORT AT    PASS-THROUGH      INITIAL     AVERAGE                          
                 AMOUNT AT        MORTGAGE        INITIAL         RATE       PASS-THROUGH     LIFE     PRINCIPAL    S&P/FITCH
   CLASS     INITIAL ISSUANCE   POOL BALANCE     ISSUANCE      DESCRIPTION       RATE       (YEARS)      WINDOW      RATINGS 
----------- ------------------ -------------- -------------- -------------- -------------- --------- ------------- ----------
                                                                                                                             
Offered Certificates                                                                                                         
A-1 .......   $  351,391,000         25.4%         18.00%        Fixed          6.0580%       5.77     08/01-12/10    AAA/AAA
A-2 .......   $  782,129,000         56.6%         18.00%        Fixed          6.3650%       9.71     12/10-06/11    AAA/AAA
B .........   $   55,294,000          4.0%         14.00%        Fixed          6.5120%       9.89     06/11-07/11     AA/AA 
C .........   $   44,764,000          3.2%         10.76%        Fixed          6.6530%       9.96     07/11-07/11      A/A  
D .........   $   16,000,000          1.2%          9.60%        Fixed          6.7310%       9.96     07/11-07/11     A-/A- 
Non-Offered Certificates                                                                                                     
X .........   $1,382,342,368          N/A          N/A           WAC IO         1.2168%       N/A          N/A          N/A  
E .........   $   18,000,000          1.3%         N/A           Fixed(1)       6.9500%       N/A          N/A          N/A  
F .........   $   18,000,000          1.3%         N/A           WAC(2)         7.3109%       N/A          N/A          N/A  
G .........   $   12,095,000          0.9%         N/A           WAC(3)         7.5409%       N/A          N/A          N/A  
H .........   $   15,552,000          1.1%         N/A           Fixed          6.1600%       N/A          N/A          N/A  
J .........   $   20,735,000          1.5%         N/A           Fixed          6.1600%       N/A          N/A          N/A  
K .........   $    6,912,000          0.5%         N/A           Fixed          6.1600%       N/A          N/A          N/A  
L .........   $   10,367,000          0.7%         N/A           Fixed          6.1600%       N/A          N/A          N/A  
M .........   $    3,456,000          0.3%         N/A           Fixed          6.1600%       N/A          N/A          N/A  
N .........   $    6,912,000          0.5%         N/A           Fixed          6.1600%       N/A          N/A          N/A  
P .........   $    3,456,000          0.3%         N/A           Fixed          6.1600%       N/A          N/A          N/A  
Q .........   $   17,279,368          1.3%         N/A           Fixed          6.1600%       N/A          N/A          N/A  
R-LR ......         N/A               N/A          N/A           N/A            N/A           N/A          N/A          N/A  
R-I .......         N/A               N/A          N/A           N/A            N/A           N/A          N/A          N/A  
R-II ......         N/A               N/A          N/A           N/A            N/A           N/A          N/A          N/A  
R-III .....         N/A               N/A          N/A           N/A            N/A           N/A          N/A          N/A  

--------                                                                        
(1)   If, with respect to any interest accrual period, the weighted average of  
certain net interest rates on the pooled mortgage loans is below the
   identified initial pass-through rate for the class E certificates, then
the pass-through rate for the class E certificates for that interest
accrual period will be that weighted average rate.                  

(2)   The pass-through rate for the class F certificates will be equal to the   
  weighted average of certain net interest rates on the pooled mortgaged
loans from time to time minus 0.23%.                                

(3)   The pass-through rate for the class G certificates will be equal to the   
 weighted average of certain net interest rates on the pooled mortgage
loans from time to time.                                            

    The offered certificates will evidence beneficial ownership interests in a
common law trust designated as the LB-UBS Commercial Mortgage Trust 2001-C3. We 
will form the trust at or prior to the time of initial issuance of the offered  
certificates. The assets of the trust will include a pool of multifamily and    
commercial mortgage loans having the characteristics described in this          
prospectus supplement.                                                          

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 The governing document for purposes of issuing the offered certificates
and forming the trust will be a pooling and servicing agreement to be dated as  
of July 11, 2001. The pooling and servicing agreement will also govern the      
servicing and administration of the mortgage loans and other assets that back   
the offered certificates.                                                       

The parties to the pooling and servicing agreement will include us, a 
trustee, a fiscal agent, a master servicer and a special servicer. A copy of    
the pooling and servicing agreement will be filed with the SEC as an exhibit to 
a current report on Form 8-K, within 15 days after the initial issuance of the  
offered certificates. The SEC will make that current report on Form 8-K and its 
exhibits available to the public for inspection.                                

A. TOTAL PRINCIPAL BALANCE                                                      
OR NOTIONAL AMOUNT AT                                                   
 INITIAL ISSUANCE...   The table on page S-4 of this prospectus supplement
                   identifies for each class of the series 2001-C3
                         certificates the approximate total principal balance,
                         if any, of that class at initial issuance. The actual
                          total principal balance of any class of series 2001-C3
                     certificates at initial issuance may be larger or
                      smaller than the amount shown above, depending on,
                      among other things, the actual size of the initial
                         mortgage pool balance. The actual size of the initial
                        mortgage pool balance may be as much as 5% larger or
                        smaller than the amount presented in this prospectus
supplement.                 

                        The class A-1, A-2, B, C, D, E, F, G, H, J, K, L, M,
                  N, P and Q certificates are the series 2001-C3
                       certificates with principal balances. The principal
                    balance of any of those certificates at any time
                     represents the maximum amount that the holder may
                       receive as principal out of cashflow received on or
                  with respect to the underlying mortgage loans.

                  The class X certificates do not have principal
                       balances. For purposes of calculating the amount of
                       accrued interest, however, the class X certificates
                         will have notional amounts. The total notional amount
                    of the class X certificates will equal the total
                        principal balance of the class A-1, A-2, B, C, D, E,
                F, G, H, J, K, L, M, N, P and Q certificates
                    outstanding from time to time. The total initial
                       notional amount of the class X certificates will be
                       approximately $1,382,342,368, although it may be as
 much as 5% larger or smaller.

                       The class R-LR, R-I, R-II and R-III certificates do
                         not have principal balances or notional amounts. They
                      are residual interest certificates. The holders of
                        the class R-LR, R-I, R-II and R-III certificates are
                  not expected to receive any material payments.

B. TOTAL CREDIT SUPPORT AT                                                      
INITIAL ISSUANCE...   The respective classes of the series 2001-C3      
                         certificates entitle their holders to varying degrees
  of seniority for purposes of--

                     o receiving payments of interest and, if and when
              applicable, payments of principal, and

                     o bearing the effects of losses on the underlying
                            mortgage loans, as well as default-related and other
            unanticipated expenses of the trust.

                      The class A-1, A-2 and X certificates are the most
               senior. The class R-LR, R-I, R-II and R-III
                      certificates are the most subordinate, but they do
                      not provide any credit support to the other series
                         2001-C3 certificates. The remaining classes of series
                         2001-C3 certificates are listed from top to bottom in
                       the table on page S-4 of this prospectus supplement
     in descending order of seniority.

                       The table on page S-4 of this prospectus supplement
                       shows the approximate total credit support provided
                         to each class of the offered certificates through the
                        subordination of other classes of the series 2001-C3
     certificates. In the case of each

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                     class of offered certificates, the credit support
                     shown in the table on page S-4 of this prospectus
                     supplement represents the total initial principal
                     balance, expressed as a percentage of the initial
                       mortgage pool balance, of all classes of the series
                    2001-C3 certificates that are subordinate to the
indicated class.            

C. PASS-THROUGH RATE...   Each class of the series 2001-C3 certificates, other  
                          than the class R-LR, R-I, R-II and R-III certificates,
                     will bear interest. The table on page S-4 of this
                prospectus supplement provides the indicated
                        information regarding the pass-through rate at which
               each of those classes of the series 2001-C3
      certificates will accrue interest.

                        The respective pass-through rates for the class A-1,
                        A-2, B, C, D, H, J, K, L, M, N, P and Q certificates
                        will, in the case of each of those classes, be fixed
                         at the rate per annum identified in the table on page
                    S-4 of this prospectus supplement as the initial
            pass-through rate for the subject class.

                      The pass-through rate for the class E certificates
                 will generally be fixed at the rate per annum
               identified in the table on page S-4 of this
                     prospectus supplement as the initial pass-through
                     rate for that class. However, with respect to any
                         interest accrual period, if the weighted average pool
                     pass-through rate is below the fixed pass-through
               rate for the class E certificates, then the
                    pass-through rate that will be in effect for the
                     class E certificates during that interest accrual
             period will be that weighted average pool
pass-through rate.          

                      The pass-through rate for the class F certificates
                         for each interest accrual period, which is identified
               on the table on page S-4 to this prospectus
                      supplement as WAC, will equal the weighted average
       pool pass-through rate minus 0.23%.

                      The pass-through rate for the class G certificates
                         for each interest accrual period, which is identified
               on the table on page S-4 to this prospectus
                      supplement as WAC, will equal the weighted average
pool pass-through rate.     

                      The pass-through rate for the class X certificates
                     will equal the weighted average of the respective
                     class X strip rates for various classes of series
                        2001-C3 certificates with principal balances. In the
                   case of each of those classes of series 2001-C3
                     certificates with principal balances, the class X
                  strip rate will equal the excess, if any, of--

                     o a weighted average pool pass-through rate, over

                       o the pass-through rate for the particular class of
                    series 2001-C3 certificates with a principal
balance.                

                  As used in the preceding three paragraphs, the
                       weighted average pool pass-through rate is equal to
                         the weighted average of certain net interest rates on
the pooled mortgage loans.  

D. WEIGHTED AVERAGE LIFE                                                        
AND PRINCIPAL                                                         
 WINDOW...........   The weighted average life of any class of offered
                          certificates refers to the average amount of time that
                          will elapse from the date of their issuance until each
                  dollar to be applied in reduction of the total
                          principal balance of those certificates is paid to the
                   investor. The principal window for any class of
                       offered certificates is the period during which the
                      holders of that class of offered certificates will
                       receive payments of principal. The weighted average
                        life and principal window shown in the table on page
                       S-4 of this prospectus supplement for each class of
                     offered certificates were calculated based on the
                         following assumptions with respect to each underlying
mortgage loan--             

                       o the related borrower timely makes all payments on
the mortgage loan,      

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                       o if the mortgage loan has an anticipated repayment
                           date, as described under "--The Underlying Mortgage
                           Loans and the Mortgaged Real Properties" below, the
                            mortgage loan will be paid in full on that date, and

                      o that mortgage loan will not otherwise be prepaid
 prior to stated maturity.

                        The weighted average life and principal window shown
               in the table on page S-4 of this prospectus
                     supplement for each class of offered certificates
                       were further calculated based on the other modeling
                     assumptions referred to under "Yield and Maturity
                         Considerations" in, and set forth in the glossary to,
this prospectus supplement. 

E. RATINGS.............   The ratings shown in the table on page S-4 of this    
                          prospectus supplement for the offered certificates are
                  those of Standard & Poor's Ratings Services, a
                          division of The McGraw-Hill Companies, Inc. and Fitch,
                  Inc., respectively. It is a condition to their
                       issuance that the respective classes of the offered
                     certificates receive credit ratings no lower than
                those shown in the table on page S-4 of this
prospectus supplement.      

                         The ratings assigned to the respective classes of the
                      offered certificates address the timely payment of
                        interest and the ultimate payment of principal on or
                         before the applicable rated final payment date, which
will be                     

                      o the payment date in June 2020 in the case of the
class A-1 certificates, 

                          o the payment date in December 2028 in the case of the
   class A-2 certificates, and

                      o the payment date in June 2036 in the case of the
                            other classes of offered certificates with principal
balances.               

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

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

RELEVANT PARTIES  

WHO WE ARE.............   Our name is Structured Asset Securities Corporation.  
                      We are a special purpose Delaware corporation. Our
                          address is 200 Vesey Street, New York, New York 10285,
                   and our telephone number is (212) 526-7000. See
                    "Structured Asset Securities Corporation" in the
accompanying prospectus.    

INITIAL TRUSTEE........   LaSalle Bank National Association, a nationally       
                      chartered bank, will act as the initial trustee on
                        behalf of all the series 2001-C3 certificateholders.
                     See "Description of the Offered Certificates--The
                       Trustee" in this prospectus supplement. The trustee
                       will also have, or be responsible for appointing an
                       agent to perform, additional duties with respect to
                     tax administration. Following the transfer of the
                         mortgage loans into the trust, the trustee, on behalf
                      of the trust, will become the mortgagee under each
                         pooled mortgage loan, acting in that capacity through
                   the master servicer and the special servicer in
                        accordance with the pooling and servicing agreement.

INITIAL FISCAL AGENT...   ABN AMRO Bank N.V., a Netherlands banking             
                          corporation, will act as the initial fiscal agent with
                   respect to the trustee. See "Description of the
                   Offered Certificates--The Fiscal Agent" in this
prospectus supplement.      

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INITIAL MASTER                                                                  
SERVICER...............  First Union National Bank, a national banking        
                        association, will act as the initial master servicer
                  with respect to the pooled mortgage loans. See
                    "Servicing of the Underlying Mortgage Loans--The
                   Initial Master Servicer and the Initial Special
            Servicer" in this prospectus supplement.

INITIAL SPECIAL                                                                 
 SERVICER...............  Lennar Partners, Inc., a Florida corporation, will act
                       as the initial special servicer with respect to the
                pooled mortgage loans. See "Servicing of the
                          Underlying Mortgage Loans--The Initial Master Servicer
                        and the Initial Special Servicer" in this prospectus
supplement.                 

CONTROLLING CLASS                                                               
OF                                                                            
CERTIFICATEHOLDERS....  The holders of certificates representing a majority 
                     interest in a designated controlling class of the
                    series 2001-C3 certificates will have the right,
                        subject to the conditions described under "Servicing
                     of the Underlying Mortgage Loans--The Controlling
                  Class Representative and the Chrysler Building
                        Companion Loan Noteholder" and "--Replacement of the
                      Special Servicer by the Series 2001-C3 Controlling
              Class" in this prospectus supplement, to--

       o replace the special servicer, and

                        o select a representative that may direct and advise
                          the special servicer on various servicing matters.

                         Unless there are significant losses on the underlying
                   mortgage loans, the controlling class of series
                       2001-C3 certificateholders will be the holders of a
                     non-offered class of series 2001-C3 certificates.

CHRYSLER BUILDING                                                               
COMPANION LOAN                                                                
NOTEHOLDER............  As described under "Description of the Mortgage     
                    Pool--Significant Underlying Mortgage Loans--The
                          Chrysler Building Mortgage Loan", one mortgage loan in
                          the trust is secured by a mortgaged real property that
                          also constitutes security for another loan that is not
                  included in the trust but will be serviced and
                   administered in accordance with the pooling and
                  servicing agreement. In general, if the unpaid
                        principal balance of the other mortgage loan that is
                         outside the trust, reduced as described below in this
                     paragraph, is equal to or greater than 50% of its
                       original principal balance, then the holder of that
                       other mortgage loan will have the right, subject to
                      the conditions described under "Description of the
                  Mortgage Pool--Significant Underlying Mortgage
                   Loans--The Chrysler Building Mortgage Loan" and
                    "Servicing of the Underlying Mortgage Loans--The
                       Series 2001-C3 Controlling Class Representative and
                       the Chrysler Building Companion Loan Noteholder" in
                        this prospectus supplement, to advise and direct the
                      special servicer with respect to various servicing
                      matters affecting that other mortgage loan that is
                  outside the trust and the corresponding pooled
                     mortgage loan that is in the trust. If any of the
                    adverse events or circumstances that we refer to
               under "Servicing of the Underlying Mortgage
                       Loans--Required Appraisals" in, and identify in the
                      glossary to, this prospectus supplement, occurs or
                 exists with respect to the mortgage loan pair
                 referred to above in this paragraph, then for
                        purposes of determining whether the unpaid principal
                       balance of the outside-the-trust mortgage loan that
                     is part of that mortgage loan pair is equal to or
                       greater than 50% of its original principal balance,
                       its unpaid principal balance will be reduced by the
                       resulting appraisal reduction amount referred to in
                      that section and explained in the glossary to this
prospectus supplement.      

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UNDERWRITERS...........   Lehman Brothers Inc., UBS Warburg LLC and Bear,       
                   Stearns & Co. Inc. are the underwriters of this
             offering. With respect to this offering--

                        o Lehman Brothers Inc. is acting as lead manager and
sole bookrunner,        

                       o UBS Warburg LLC is acting as co-lead manager, and

                       o Bear, Stearns & Co. Inc. is acting as co-manager.

                Lehman Brothers Inc. is our affiliate and an
                      affiliate of one of the mortgage loan sellers. UBS
                     Warburg LLC is an affiliate of the other mortgage
                     loan seller. See "Method of Distribution" in this
prospectus supplement.      

RELEVANT DATES AND PERIODS  

CUT-OFF DATE...........   The pooled mortgage loans will be considered part of  
                        the trust as of a cut-off date of July 11, 2001. All
                       payments and collections received on the underlying
                          mortgage loans after that date, excluding any payments
                          or collections that represent amounts due on or before
                          that date, will belong to the trust. Accordingly, July
                       11, 2001 is the date as of which we present much of
                       the information relating to the underlying mortgage
                     loans and the mortgaged real properties for those
        loans in this prospectus supplement.

ISSUE DATE.............   The date of initial issuance for the offered          
                   certificates will be on or about July 30, 2001.

PAYMENT DATE...........   Payments on the offered certificates are scheduled    
                       to occur monthly, commencing in August 2001. During
                        any given month, the payment date will be the fourth
                        business day following the 11th calendar day of that
                         month or, if that 11th calendar day is not a business
                        day, then the fifth business day following that 11th
calendar day.               

RECORD DATE............   The record date for each monthly payment on an        
                        offered certificate will be the last business day of
                       the prior calendar month. The registered holders of
                        the offered certificates at the close of business on
                    each record date will be entitled to receive any
                   payments on those certificates on the following
payment date.               

COLLECTION PERIOD......   Amounts available for payment on the offered          
                       certificates on any payment date will depend on the
                    payments and other collections received, and any
                        advances of payments due, on the underlying mortgage
                    loans during the related collection period. Each
collection period--         

               o will relate to a particular payment date,

           o will be approximately one month long,

                       o will begin immediately after the prior collection
                           period ends or, in the case of the first collection
                period, will begin on July 12, 2001, and

                         o will end on the 11th day of the same calendar month
                           as the related payment date or, if that 11th day is
                       not a business day, the following business day.

INTEREST ACCRUAL                                                                
PERIOD.................  The amount of interest payable with respect to the   
                      offered certificates on any payment date will be a
                       function of the interest accrued during the related
                        interest accrual period. The interest accrual period
                         for any payment date will be the period commencing on
                          the 11th day of the month preceding the month in which
                          that payment date occurs and ending on the 10th day of
                the month in which that payment date occurs.

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RATED FINAL                                                                     
PAYMENT DATE...........  The rated final payment dates for the respective     
                       classes of the offered certificates are as follows:

                      o for the class A-1 certificates, the payment date
in June 2020;           

                      o for the class A-2 certificates, the payment date
in December 2028; and   

                        o for the class B, C and D certificates, the payment
date in June 2036.      

                   As discussed in this prospectus supplement, the
                         ratings assigned to the respective classes of offered
                   certificates will represent the likelihood of--

                      o timely receipt by the holders of all interest to
                         which they are entitled on each payment date, and

                          o the ultimate receipt by the holders of all principal
                       to which they are entitled by the related rated
final payment date.     

ASSUMED FINAL                                                                   
 PAYMENT DATE...........  With respect to any class of offered certificates, the
                     assumed final payment date is the payment date on
                    which the holders of those certificates would be
                        expected to receive their last payment and the total
                    principal balance of those certificates would be
                expected to be reduced to zero, based upon--

                        o the assumption that each borrower timely makes all
             payments on its pooled mortgage loan;

                        o the assumption that each pooled mortgage loan with
                        an anticipated repayment date is paid in full on
that date;              

                       o the assumption that no borrower otherwise prepays
                          its pooled mortgage loan prior to stated maturity;
and                     

                      o the other modeling assumptions referred to under
                       "Yield and Maturity Considerations" in, and set
                 forth in the glossary to, this prospectus
supplement.             

                        Accordingly, the assumed final payment date for each
                        class of offered certificates is the payment date in
                        the calendar month and year set forth below for that
class:                      

                                                     MONTH AND YEAR OF
                                                     ASSUMED FINAL
                      CLASS                         PAYMENT DATE
                         -----                       -----------------
                       A-1 .....................     December 2010
                     A-2 .....................       June 2011
                     B .......................       July 2011
                     C .......................       July 2011
                     D .......................       July 2011

DESCRIPTION OF THE OFFERED CERTIFICATES 

REGISTRATION AND                                                                
DENOMINATIONS..........  We intend to deliver the offered certificates in     
                        book-entry form in original denominations of $10,000
                      initial principal balance and in any greater whole
dollar denominations.       

                     You will initially hold your offered certificates
                      through The Depository Trust Company. As a result,
                    you will not receive a fully registered physical
                         certificate representing your interest in any offered
                       certificate, except under the limited circumstances
               described under "Description of the Offered
                         Certificates--Registration and Denominations" in this
                       prospectus supplement and under "Description of the
                 Certificates--Book-Entry Registration" in the
                      accompanying prospectus. We may elect to terminate
                         the book-entry system through DTC with respect to all
                        or any portion of any class of offered certificates.

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PAYMENTS                                                                        

A. GENERAL.............   The trustee will make payments of interest and        
                         principal to the respective classes of series 2001-C3
                  certificateholders entitled to those payments,
sequentially as follows:    

                      PAYMENT ORDER                          CLASS
                           ---------------                    --------------
                           1st ............................   A-1, A-2 and X
                    2nd ............................         B
                    3rd ............................         C
                    4th ............................         D
                    5th ............................         E
                    6th ............................         F
                    7th ............................         G
                    8th ............................         H
                    9th ............................         J
                    10th ...........................         K
                    11th ...........................         L
                    12th ...........................         M
                    13th ...........................         N
                    14th ...........................         P
                    15th ...........................         Q

                        Allocation of interest payments among the class A-1,
                   A-2 and X certificates is pro rata based on the
                     respective amounts of interest payable on each of
                   those classes. Allocation of principal payments
                 between the class A-1 and A-2 certificates is
                       described under "--Payments--Payments of Principal"
                         below. The class X certificates do not have principal
                        balances and do not entitle their respective holders
to payments of principal.   

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

B. PAYMENTS OF                                                                  
  INTEREST.............  Each class of series 2001-C3 certificates, other than
                          the class R-LR, R-I, R-II and R-III certificates, will
                          bear interest. In each case, that interest will accrue
                    during each interest accrual period based upon--

                         o the pass-through rate applicable for the particular
               class for that interest accrual period,

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

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

                     The borrowers under the pooled mortgage loans are
                     generally prohibited from making whole or partial
                       voluntary prepayments that are not accompanied by a
                         full month's interest on the prepayment. If, however,
                 a whole or partial voluntary prepayment on an
                      underlying mortgage loan is not accompanied by the
                          amount of one full month's interest on the prepayment,
              then, as and to the extent described under
                      "Description of the Offered Certificates--Payments
                          --Payments of Interest" in this prospectus supplement,
                          the resulting shortfall, less the amount of the master
                        servicing fee that would have been payable from that
                        uncollected interest, may be allocated to reduce the
                       amount of accrued interest otherwise payable to the
                         holders of all of the interest-bearing classes of the
                      series 2001-C3 certificates, including the offered
                       certificates, in reverse order of seniority to that
                         shown in the table under "--Payments--General" above.

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

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

C. PAYMENTS OF                                                                  
PRINCIPAL..............  Subject to available funds and the payment priorities
                    described under "--Payments--General" above, the
                         holders of each class of offered certificates will be
                        entitled to receive a total amount of principal over
                      time equal to the total principal balance of their
                       particular class. The trustee must make payments of
                       principal in a specified sequential order to ensure
that--                      

                          o no payments of principal will be made to the holders
                  of any non-offered class of series 2001-C3
                         certificates until the total principal balance of
                     the offered certificates, is reduced to zero,

                          o no payments of principal will be made to the holders
                         of the class B, C or D certificates until, in the
                          case of each of those classes, the total principal
                     balance of all more senior classes of offered
             certificates, is reduced to zero, and

                        o except as described in the following paragraph, no
                            payments of principal will be made to the holders of
                            the class A-2 certificates until the total principal
                           balance of the class A-1 certificates is reduced to
zero.                   

                      Because of losses on the underlying mortgage loans
                 and/or default-related or other unanticipated
                         expenses of the trust, the total principal balance of
                         the class B, C, D, E, F, G, H, J, K, L, M, N, P and Q
                        certificates could be reduced to zero at a time when
             the class A-1 and A-2 certificates remain
                        outstanding. Under those circumstances, any payments
                      of principal on the class A-1 and A-2 certificates
                       will be made on a pro rata basis in accordance with
        their respective principal balances.

                       The class X, R-LR, R-I, R-II and R-III certificates
                     do not have principal balances and do not entitle
           their holders to payments of principal.

                     The total payments of principal to be made on the
                        series 2001-C3 certificates on any payment date will
be a function of--          

                       o the amount of scheduled payments of principal due
                       or, in some cases, deemed due on the underlying
                            mortgage loans during the related collection period,
                           which payments are either received as of the end of
                        that collection period or advanced by the master
                      servicer, the trustee or the fiscal agent, and

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

                          See "Description of the Offered Certificates--Payments
                         --Payments of Principal" and "--Payments--Priority of
            Payments" in this prospectus supplement.

D. PAYMENTS OF PREPAYMENT                                                       
PREMIUMS AND YIELD                                                      
   MAINTENANCE CHARGES.. If any prepayment premium or yield maintenance charge
                          is collected on any of the pooled mortgage loans, then
                       the trustee will pay that amount in the proportions
               described under "Description of the Offered
                  Certificates--Payments--Payments of Prepayment
                   Premiums and Yield Maintenance Charges" in this
prospectus supplement, to-- 

                     o the holders of the class X certificates, and/or

                        o the holders of any of the class A-1, A-2, B, C, D,
                          E, F, and/or G certificates that are then entitled
         to receive payments of principal.

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REDUCTIONS OF CERTIFICATE                                                       
PRINCIPAL BALANCES IN                                                       
CONNECTION WITH LOSSES                                                      
ON THE UNDERLYING                                                           
MORTGAGE LOANS AND                                                          
DEFAULT-RELATED AND                                                         
OTHER UNANTICIPATED                                                         
EXPENSES............... Because of losses on the underlying mortgage loans  
                  and/or default-related and other unanticipated
                         expenses of the trust, the total principal balance of
                        the mortgage pool, net of advances of principal, may
                        fall below the total principal balance of the series
                         2001-C3 certificates. If and to the extent that those
                          losses and expenses cause a deficit to exist following
                        the payments made on the series 2001-C3 certificates
                        on any payment date, the total principal balances of
                        the following classes of series 2001-C3 certificates
                        will be sequentially reduced in the following order,
     until that deficit is eliminated:

                         REDUCTION ORDER                           CLASS
                         ---------------                           -----
                       1st .................................       Q
                       2nd .................................       P
                       3rd .................................       N
                       4th .................................       M
                       5th .................................       L
                       6th .................................       K
                       7th .................................       J
                       8th .................................       H
                       9th .................................       G
                       10th ................................       F
                       11th ................................       E
                       12th ................................       D
                       13th ................................       C
                       14th ................................       B
                            15th ................................  A-1 and A-2

                        Any reduction to the total principal balances of the
                        class A-1 and class A-2 certificates will be made on
                    a pro rata basis in accordance with the relative
      sizes of those principal balances.

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

ADVANCES OF DELINQUENT MONTHLY DEBT                                             
SERVICE PAYMENTS......   Except as described below in this "--Advances of     
                         Delinquent Monthly Debt Service Payments" subsection,
                         the master servicer will be required to make advances
                       with respect to any delinquent monthly debt service
                     payments, other than balloon payments, due on the
                      pooled mortgage loans, in each case net of related
                        master servicing fees and workout fees. In addition,
                        the trustee must make any of those advances that the
                        master servicer is required, but fails, to make, and
                         the fiscal agent must make any of those advances that
                   the trustee is required, but fails, to make. As
               described under "Description of the Offered
                     Certificates--Advances of Delinquent Monthly Debt
                        Service Payments" in this prospectus supplement, any
                      party that makes an advance will be entitled to be
                         reimbursed for the advance, together with interest at
                    the prime rate described in that section of this
prospectus supplement.      

                     Notwithstanding the foregoing, none of the master
                     servicer, the trustee or the fiscal agent will be
                       required to make any advance that it determines, in
                       its good faith and reasonable judgment, will not be
                     recoverable from proceeds of the related mortgage
loan.                       

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                In addition, if any of the adverse events or
                      circumstances that we refer to under "Servicing of
                       the Underlying Mortgage Loans--Required Appraisals"
                        in, and identify in the glossary to, this prospectus
                    supplement, occurs or exists with respect to any
                       pooled mortgage loan or the mortgaged real property
                        for that mortgage loan, the special servicer will be
                         obligated to obtain a new appraisal or, in some cases
                     involving pooled mortgage loans or mortgaged real
                        properties with principal balances or allocated loan
                         amounts, as the case may be, of less than $2,000,000,
                      conduct a valuation estimate of that property. If,
                     based on that appraisal or other valuation, it is
determined that--           

                    o the principal balance of, and other delinquent
                    amounts due under, the mortgage loan, exceed

o an amount equal to--      

                      1. 90% of the new estimated value of that real
property, minus   

                         2. the amount of any obligations secured by liens
                           on the property, which liens are prior to the
             lien of the mortgage loan, plus

                          3. certain escrows and reserves and any letters of
                             credit constituting additional security for the
mortgage loan,    

                     then the amount otherwise required to be advanced
                       with respect to that mortgage loan will be reduced.
                         The reduction will be in the same proportion that the
                         excess bears to the principal balance of the mortgage
                      loan, net of related advances of principal. Due to
                     the payment priorities, any reduction in advances
                      will reduce the funds available to pay interest on
                         the most subordinate interest-bearing class of series
          2001-C3 certificates then outstanding.

                          See "Description of the Offered Certificates--Advances
                    of Delinquent Monthly Debt Service Payments" and
                         "Servicing of the Underlying Mortgage Loans--Required
                       Appraisals" in this prospectus supplement. See also
                      "Description of the Certificates--Advances" in the
accompanying prospectus.    

REPORTS TO                                                                      
 CERTIFICATEHOLDERS.....  On each payment date, the trustee will provide or make
                      available to the registered holders of the offered
                      certificates a monthly report substantially in the
                      form of Annex D to this prospectus supplement. The
                        trustee's report will detail among other things, the
                          payments made to the series 2001-C3 certificateholders
                   on that payment date and the performance of the
                    underlying mortgage loans and the mortgaged real
properties.                 

                        Upon reasonable prior notice, you may also review at
                        the trustee's offices during normal business hours a
                        variety of information and documents that pertain to
                    the pooled mortgage loans and the mortgaged real
                  properties for those loans. We expect that the
                         available information and documents will include loan
                        documents, borrower operating statements, rent rolls
                  and property inspection reports, to the extent
received by the trustee.    

                         See "Description of the Offered Certificates--Reports
                         to Certificateholders; Available Information" in this
prospectus supplement.      

OPTIONAL TERMINATION...   Specified parties to the transaction may terminate    
                     the trust when the total principal balance of the
                        related mortgage pool, net of advances of principal,
                  is less than 1.0% of the initial mortgage pool
            balance. See "Description of the Offered
                 Certificates--Termination" in this prospectus
supplement.                 

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THE UNDERLYING MORTGAGE LOANS AND THE MORTGAGED REAL PROPERTIES 

GENERAL................   In this section, "--The Underlying Mortgage Loans     
                          and the Mortgaged Real Properties", we provide summary
                          information with respect to the mortgage loans that we
                     intend to include in the trust. For more detailed
                          information regarding those mortgage loans, you should
                    review the following sections in this prospectus
supplement:                 

         o "Description of the Mortgage Pool";

                    o "Risk Factors--Risks Related to the Underlying
Mortgage Loans";        

               o Annex A-1--Certain Characteristics of the
  Underlying Mortgage Loans;

                         o Annex A-2--Certain Monetary Terms of the Underlying
                 Mortgage Loans; and  o Annex A-3--Certain
       Information Regarding Reserves.

                        o Annex B--Certain Information Regarding Multifamily
Properties.             

                        When reviewing the information that we have included
                     in this prospectus supplement with respect to the
               mortgage loans that are to back the offered
    certificates, please note that--

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

                    o All weighted average information provided with
                          respect to the mortgage loans reflects a weighting
                        based on their respective cut-off date principal
                   balances. We will transfer the cut-off date
                           principal balance for each of the mortgage loans to
                     the trust. We show the cut-off date principal
                           balance for each of the mortgage loans on Annex A-1
      to this prospectus supplement.

                         o If any of the mortgage loans is secured by multiple
                         real properties located in more than one state, a
                           portion of that mortgage loan has been allocated to
 each of those properties.

                     o When information with respect to mortgaged real
                      properties is expressed as a percentage of the
                          initial mortgage pool balance, the percentages are
                         based upon the cut-off date principal balances of
                           the related mortgage loans or allocated portions of
those balances.         

                          o Statistical information regarding the mortgage loans
                           may change prior to the date of initial issuance of
                      the offered certificates due to changes in the
                            composition of the mortgage pool prior to that date.

                         It has been confirmed to us by S&P and/or Fitch, that
                        five of the mortgage loans that we intend to include
                   in the trust, representing 35.0% of the initial
                       mortgage pool balance, each have, in the context of
                their inclusion in the mortgage pool, credit
                          characteristics consistent with investment grade-rated
                 obligations. Four of those mortgage loans are
                       described under "Description of the Mortgage Pool--
                  Significant Underlying Mortgage Loans" in this
prospectus supplement.      

SOURCE OF THE UNDERLYING                                                        
MORTGAGE LOANS.......   We are not the originator of any of the mortgage    
                         loans that we intend to include in the trust. We will
                  acquire those mortgage loans from two separate
                          parties. Except in two cases, representing 0.7% of the
                         initial mortgage pool balance, each of those mortgage
loans was originated by--   

                   o the related mortgage loan seller from whom we
   acquired the mortgage loan,

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                       o an affiliate of the related mortgage loan seller,
or                      

                  o a correspondent in the related mortgage loan
                            seller's or its affiliate's conduit lending program.

                       References in the prior sentence to an affiliate of
               the related mortgage loan seller include an
                      originator that became such an affiliate after the
                         origination of the related mortgage loans. One of the
                      mortgage loan sellers is an affiliate of us and of
                       Lehman Brothers Inc. The other mortgage loan seller
       is an affiliate of UBS Warburg LLC.

PAYMENT AND                                                                     
OTHER TERMS............  Each of the mortgage loans that we intend to include 
                         in the trust is the obligation of a borrower to repay
  a specified sum with interest.

                         Repayment of each of the mortgage loans is secured by
                     a mortgage lien on the ownership and/or leasehold
                        interest of the related borrower or another party in
              one or more commercial or multifamily real
            properties. Except for limited permitted
                      encumbrances, which we identify in the glossary to
                       this prospectus supplement, that mortgage lien will
be a first priority lien.   

                         All of the mortgage loans are or should be considered
                       nonrecourse. None of the mortgage loans are insured
               or guaranteed by any governmental agency or
                       instrumentality or by any private mortgage insurer.

                         Each of the mortgage loans currently accrues interest
                     at the annual rate specified with respect to that
                    loan on Annex A-1 to this prospectus supplement.
                       Except as otherwise described below with respect to
                         mortgage loans that have anticipated repayment dates,
                         the mortgage interest rate for each mortgage loan is,
                        in the absence of default, fixed for the entire term
of the loan.                

                  Subject, in some cases, to a next business day
convention--                

                         o six of the mortgage loans, representing 3.2% of the
                            initial mortgage pool balance, provide for scheduled
                          payments of principal and/or interest to be due on
    the first day of each month,

                         o two of the mortgage loans, representing 0.7% of the
                            initial mortgage pool balance, provide for scheduled
                          payments of principal and/or interest to be due on
        the tenth day of each month, and

                     o one hundred twenty-seven of the mortgage loans,
                       representing 96.0% of the initial mortgage pool
                            balance, provide for scheduled payments of principal
                        and/or interest to be due on the eleventh day of
each month.             

                          One hundred eleven of the mortgage loans, representing
                       54.1% of the initial mortgage pool balance, provide
for:                        

                       o amortization schedules that are longer than their
                          respective remaining terms to stated maturity; and

                        o a substantial balloon payment of principal on each
           of their respective maturity dates.

                         Twenty-four of the mortgage loans, representing 45.9%
                 of the initial mortgage pool balance, provide
                      material incentives to the related borrower to pay
                       the mortgage loan in full by a specified date prior
                       to the related maturity date. We consider that date
                         to be the anticipated repayment date for the mortgage
                        loan. There can be no assurance, however, that these
                         incentives will result in any of these mortgage loans
                   being paid in full on or before its anticipated
         repayment date. The incentives, which

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                        in each case will become effective as of the related
        anticipated repayment date, include:

                        o The calculation of interest at a rate per annum in
                         excess of the initial mortgage interest rate. The
                        additional interest in excess of interest at the
                            initial mortgage interest rate will be deferred, may
                        be compounded and will be payable only after the
                          outstanding principal balance of the mortgage loan
is paid in full.        

                  o The application of excess cash flow from the
                            mortgaged real property, after debt service payments
                        and any specified reserves or expenses have been
                          funded or paid, to pay the principal amount of the
                           mortgage loan. The payment of principal from excess
                      cash flow will be in addition to the principal
                           portion, if any, of the normal monthly debt service
payment.                

DELINQUENCY STATUS.....   None of the mortgage loans that we intend to include  
                    in the trust was 30 days or more delinquent with
                         respect to any monthly debt service payment as of the
                          cut-off date or at any time during the 12-month period
preceding that date.        

PREPAYMENT LOCK-OUT PERIODS AND                                                 
DEFEASANCE............   A prepayment lock-out period is currently in effect  
                       for all of the mortgage loans to be included in the
                         trust. A lock-out period is a period during which the
                   principal balance of a mortgage loan may not be
            voluntarily prepaid in whole or in part.

                         One hundred thirty-three mortgage loans, representing
                       99.4% of the initial mortgage pool balance, provide
                  for a period, following the initial prepayment
                  lockout period, when voluntary prepayments are
                         prohibited but the related borrower may obtain a full
                     or partial release of the mortgaged real property
                   from the related mortgage lien by defeasing the
                       mortgage loan through the delivery of U.S. Treasury
                         securities or other government securities, within the
                         meaning of section 2(a)(16) of the Investment Company
                       Act of 1940, which are acceptable to the applicable
                     rating agencies, as substitute collateral. Except
              with respect to two of the mortgage loans,
                  representing 0.7% of the initial mortgage pool
                         balance, defeasance may not occur prior to the second
                      anniversary of the date of initial issuance of the
certificates.               

                        Two mortgage loans, representing 0.6% of the initial
                     mortgage pool balance, each provide for a period,
                     following the initial prepayment lock-out period,
                 when the loan is prepayable with a payment of
                         additional consideration for prepayment, but does not
provide for defeasance.     

                Set forth below is information regarding the
                       remaining terms of the lock-out/ defeasance periods
for the mortgage loans:     

         Maximum remaining lock-out/defeasance
                           period:                                  224 months
         Minimum remaining lock-out/defeasance
                           period:                                   54 months
        Weighted average remaining lock-out/
                           defeasance period:                       110 months

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ADDITIONAL STATISTICAL INFORMATION                                              

A. GENERAL                                                                    
CHARACTERISTICS........ The mortgage pool will have the following general     
         characteristics as of the cut-off date:

Initial mortgage pool balance ........................   $1,382,342,368     
Number of mortgage loans .............................              135     
Number of mortgaged real properties ..................              159     
Maximum cut-off date principal balance ...............   $  180,000,000     
Minimum cut-off date principal balance ...............   $      499,665     
Average cut-off date principal balance ...............   $   10,239,573     
Maximum mortgage interest rate .......................           8.700%     
Minimum mortgage interest rate .......................           6.739%     
Weighted average mortgage interest rate ..............           7.413%     
Maximum original term to maturity or anticipated                            
repayment date .....................................       264 months   
Minimum original term to maturity or anticipated                            
repayment date .....................................        60 months   
Weighted average original term to maturity or                               
anticipated repayment date .........................       115 months   
Maximum remaining term to maturity or anticipated                           
repayment date .....................................       224 months   
Minimum remaining term to maturity or anticipated                           
repayment date .....................................        56 months   
Weighted average remaining term to maturity or                              
anticipated repayment date .........................       112 months   
Weighted average underwritten debt service coverage                         
ratio ..............................................           1.51:1   
Weighted average cut-off date loan-to-appraised value                       
ratio ..............................................            65.5%   
Weighted average balloon payment or anticipated                             
repayment date loan-to-appraised value ratio .......            57.4%   

                     The initial mortgage pool balance is equal to the
                        total cut-off date principal balance of the mortgage
                       pool and is subject to a permitted variance of plus
or minus 5%.                

                        The underwritten debt service coverage ratio for any
                        mortgage loan that is to be included in the trust is
                      equal to the underwritten annual net cash flow for
                       the related mortgaged real property, divided by the
                        product of 12 times the monthly debt service payment
                         due in respect of that mortgage loan on the first due
                date following the cut-off date or, if it is
                      currently in an interest-only period, on the first
                    due date after the commencement of the scheduled
amortization.               

                      The cut-off date loan-to-appraised value ratio for
                    any mortgage loan to be included in the trust is
                        equal to its cut-off date principal balance, divided
                        by the estimated value of the related mortgaged real
                        property as set forth in the most recent third-party
appraisal available to us.  

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B. GEOGRAPHIC                                                                 
 CONCENTRATION..........  The table below shows the number of, and percentage of
                 the initial mortgage pool balance secured by,
                      mortgaged real properties located in the indicated
states:                     

                                                                [Download Table]

                                                  % OF      
                              NUMBER OF     INITIAL MORTGAGE
STATE                        PROPERTIES       POOL BALANCE  
-----                        ----------     ----------------
                                                            
  New York ..............        12               19.8%     
  California ............        31               17.2%     
  Texas .................        19               13.2%     
  Massachusetts .........         8                9.4%     
  Washington ............         6                7.7%     
  Virginia ..............         5                6.8%     

                        The remaining mortgaged real properties with respect
                      to the mortgage pool, are located throughout other
                     states. No more than 3.9% of the initial mortgage
                        pool balance is secured by mortgaged real properties
         located in any of these other states.

C. PROPERTY TYPES.....   The table below shows the number of, and percentage  
                    of the initial mortgage pool balance secured by,
                        mortgaged real properties predominantly operated for
each indicated purpose:     

                                                                [Download Table]

                                                         % OF      
                                     NUMBER OF     INITIAL MORTGAGE
PROPERTY TYPE                          LOANS         POOL BALANCE  
-------------                        ---------     ----------------
                                                                   
  Retail ........................        56              42.4%     
  Regional Malls ................         3              16.8%     
  Other Anchored Retail .........        36              20.6%     
  Unanchored Retail .............        17               5.0%     
  Office ........................        25              34.8%     
  Multifamily ...................        23              10.1%     
  Hospitality ...................         6               3.6%     
  Full Service ..................         1               1.4%     
  Limited Service ...............         5               2.2%     
  Industrial/Warehouse ..........         9               3.5%     
  Self-Storage ..................         2               2.2%     
  Mobile Home Parks .............         9               1.5%     
  Office/Industrial .............         2               1.0%     
  Other .........................         2               0.7%     
  Mixed Use .....................         1               0.3%     

D. ENCUMBERED                                                                 
    INTERESTS...........  The table below shows the number of, and percentage of
                 the initial mortgage pool balance secured by,
                    mortgaged real properties for which the whole or
                    predominant encumbered interest is as indicated:

                                                                [Download Table]

ENCUMBERED INTEREST                           % OF      
IN THE MORTGAGED          NUMBER OF     INITIAL MORTGAGE
REAL PROPERTY               LOANS         POOL BALANCE  
----------------------    ---------     ----------------
                                                        
  Fee simple .........       131              85.8%     
  Leasehold ..........         4              14.2%     

                         It should be noted that each mortgage loan secured by
                   overlapping fee and leasehold interests or by a
                   predominant fee interest and a relatively minor
                        leasehold interest, is presented as being secured by
                        a fee simple interest in this prospectus supplement.

E. SIGNIFICANT UNDERLYING                                                     
 MORTGAGE LOANS....   The mortgage pool will include four mortgage loans
                         with cut-off date principal balances that are greater
                 than 5% of the initial mortgage pool balance.

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CHRYSLER BUILDING                                                               
MORTGAGE LOAN..........  Set forth below is loan and property information with
                        respect to the mortgage loan identified on Annex A-1
                         to this prospectus supplement as being secured by the
                   office property known as the Chrysler Building.

                                                                [Download Table]
                                                                             
 Cut-off date principal balance ..................               $180,000,000
 Percentage of initial mortgage pool balance .....                      13.0%
 Current mortgage interest rate ..................           6.910% per annum
 Anticipated repayment date ......................              July 11, 2011
 Maturity date ...................................              July 11, 2031
 Prepayment lock-out expiration ..................                 April 2011
 Original amortization term ......................                   30 years
 Cut-off date loan-to-appraised value ratio ......                      43.4%
 Underwritten debt service coverage ratio ........                     2.14:1
 Lockbox .........................................                       Hard
 Sponsor .........................................   Tishman Speyer/Travelers
                                                    Real Estate Venture, L.P.
 Major tenants ...................................             Swidler Berlin
                                                        Shereff Friedman LLP,
                                                   Jenkens & Gilchrist Parker
                                                      Chapin LLP, U.N. Office
                                                        for Project Services,
                                                            Blank Rome Tenzer
                                                   Greenblatt LLP, Prudential
                                                                   Securities
 Property type ...................................                     Office
 Property size -- rentable square feet ...........      1,196,972 square feet
 Property location ...............................         New York, New York
 Appraised value .................................               $415,000,000

                       In reviewing the foregoing table, please note that:

                      o During the first two years of the loan term, the
                           Chrysler Building mortgage loan that will be in the
                     trust provides for payments of interest only.

                         o A hard lockbox means that income from the mortgaged
                           real property is currently required to be deposited
                          into an account controlled by the mortgagee. Those
                    funds are then disbursed by the mortgagee in
                     accordance with the related loan documents to
                       satisfy the borrower's obligation to pay, among
                         other things, taxes and insurance premiums and to
                      satisfy the borrower's obligation to make debt
service payments.       

                        S&P and Fitch have confirmed to us that the Chrysler
                        Building mortgage loan that will be in the trust, in
                         the context of its inclusion in the trust, has credit
                         characteristics consistent with that of an obligation
                    rated investment grade by each of S&P and Fitch.

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                 The Chrysler Building property also secures a
                        mortgage loan in the amount of $40,000,000 that will
                         not be included in the trust. This other loan will be
                        serviced and administered by the master servicer and
                        the special servicer under the pooling and servicing
                       agreement. As provided in a co-lender agreement and
                        the related loan documents, no payments of principal
                      may be made on this other loan until the principal
                       balance of the Chrysler Building mortgage loan that
                       is included in the trust is paid in full. As and to
                  the extent described under "Description of the
                  Mortgage Pool--Significant Underlying Mortgage
                       Loans--The Chrysler Building Mortgage Loan" in this
                         prospectus supplement, the Chrysler Building mortgage
               loan that is outside the trust is generally
                    subordinate to the corresponding pooled mortgage
                      loan. The holder of the Chrysler Building mortgage
                   loan that is outside the trust would experience
                     losses of interest and principal before the trust
                         does in the event of a default and liquidation of the
                      two Chrysler Building mortgage loans. Except for a
                    right to advise and direct the special servicer,
                        which we describe under "Servicing of the Underlying
                        Mortgage Loans--The Series 2001-C3 Controlling Class
                      Representative and the Chrysler Building Companion
                       Loan Noteholder" in this prospectus supplement, the
                         holder of the Chrysler Building mortgage loan that is
                    outside the trust may not independently exercise
                   remedies following a default. The holder of the
                       Chrysler Building mortgage loan that is outside the
                        trust may purchase the corresponding pooled mortgage
                    loan out of the trust in some default scenarios.

                      See "Description of the Mortgage Pool--Significant
                    Underlying Mortgage Loans--The Chrysler Building
                 Mortgage Loan" in this prospectus supplement.

CAPE COD MALL                                                                   
MORTGAGE LOAN..........  Set forth below is loan and property information with
                        respect to the mortgage loan identified on Annex A-1
                         to this prospectus supplement as being secured by the
             regional mall known as the Cape Cod Mall.

                                                                [Download Table]
                                                                              
Cut-off date principal balance .....................      $ 99,694,017        
Percentage of initial mortgage pool balance ........              7.2%        
Mortgage interest rate .............................  6.797% per annum        
Maturity date ......................................    March 11, 2011        
Prepayment lock-out expiration .....................     December 2010        
Original amortization term .........................          30 years        
Cut-off date loan-to-appraised value ratio .........             62.3%        
Underwritten debt service coverage ratio ...........            1.68:1        
Lockbox ............................................              Hard        
Sponsors ...........................................  Simon Property Group,   
                                                      New York State Teachers'
                                                      Retirement System,      
                                                      Teachers Insurance and  
                                                      Annuity Association of  
                                                      America and             
                                                      JP Morgan Investment    
                                                      Management Inc.         
Anchor tenants .....................................  Sears, Macy's, Filene's,
                                                      Marshalls and Best Buy  
Property type ......................................  Regional mall           
Property size -- gross leaseable area ..............  727,606 square feet     
Property location ..................................  Hyannis, Massachusetts  
Appraised Value ....................................  $160,000,000            


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                       In reviewing the foregoing table, please note that:

                     o The stores and pads for Filene's and Macy's are
        not part of the loan collateral.

                         o A hard lockbox means that income from the mortgaged
                  real property is deposited into an account
                         controlled by the mortgagee. Those funds are then
                         disbursed by the mortgagee in accordance with the
                        related loan documents to satisfy the borrower's
                        obligation to pay, among other things, taxes and
debt service payments.  

                        S&P and Fitch have confirmed to us that the Cape Cod
                       Mall mortgage loan, in the context of its inclusion
                       in the trust, has credit characteristics consistent
                        with that of an obligation rated investment grade by
each of S&P and Fitch.      

VISTA RIDGE MALL                                                                
MORTGAGE LOAN..........  Set forth below is loan and property information with
                        respect to the mortgage loan identified on Annex A-1
                         to this prospectus supplement as being secured by the
                regional mall known as the Vista Ridge Mall.

                                                                [Download Table]
                                                                        
Cut-off date principal balance ...................   $ 89,771,643       
Percentage of initial mortgage pool balance ......           6.5%       
Mortgage interest rate ...........................         6.870%       
Anticipated repayment date ....................... April 11, 2011       
Maturity date .................................... April 11, 2031       
Prepayment lock-out expiration ...................   January 2011       
Original amortization term .......................       30 years       
Cut-off date loan-to-appraised value ratio .......          62.3%       
Underwritten debt service coverage ratio .........         1.57:1       
Lockbox .......................................... Springing            
Sponsor .......................................... GGP/Homart, Inc.     
Anchor tenants ................................... Dillard's, Foley's,  
                                                   Sears, JCPenney      
Property type .................................... Regional mall        
Property size -- gross leasable area ............. 1,052,839 square feet
Property location ................................ Lewisville, Texas    
                                                   (Dallas MSA)         
Appraised Value .................................. $144,000,000         

                       In reviewing the foregoing table, please note that:

                      o The anchors' stores and pads are not part of the
loan collateral.        

                    o A springing lockbox means that income from the
                      mortgaged real property will be deposited into
                           accounts that will be established on the occurrence
                            of specified triggering events and controlled by the
mortgagee.              

                         o GGP/Homart, Inc. has provided a limited guaranty of
                            principal and interest payments. The guaranty, which
                            will initially be in the amount of $11,000,000, will
                        be permanently reduced following the Vista Ridge
                     mortgaged property's generating increased net
                         operating income that equals or exceeds specified
thresholds.             

                         o GGP/Homart, Inc. is jointly owned by General Growth
                  Properties, Inc. and New York State Common
                       Retirement Fund. NYSCRF is ranked as the second
                            largest pension fund in the United States by Pension
& Investment.           

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                     S&P and Fitch have confirmed to us that the Vista
                   Ridge Mall mortgage loan, in the context of its
                      inclusion in the trust, has credit characteristics
               consistent with that of an obligation rated
              investment grade by each of S&P and Fitch.

                      See "Description of the Mortgage Pool--Significant
                       Underlying Mortgage Loans--The Vista Ridge Mortgage
        Loan" in this prospectus supplement.

WESTLAKE CENTER                                                                 
MORTGAGE LOAN..........  Set forth below is loan and property information with
                        respect to the mortgage loan identified on Annex A-1
                        to this prospectus supplement as being secured by an
                          office building with significant retail space known as
the Westlake Center.        

                                                                [Download Table]
                                                                              
Cut-off date principal balance ......................      $ 70,718,479       
Percentage of initial mortgage pool balance .........              5.1%       
Mortgage interest rate ..............................            7.890%       
Anticipated repayment date .......................... February 11, 2011       
Maturity date ....................................... February 11, 2031       
Prepayment lock-out expiration ......................     February 2011       
Original amortization term ..........................          30 years       
Cut-off date loan-to-appraised value ratio ..........             41.0%       
Underwritten debt service coverage ratio ............            1.75:1       
Lockbox ............................................. Springing               
Sponsor ............................................. The Rouse Company       
Major office tenants ................................ SAFECO Insurance Company
                                                      of America, Primus      
                                                      Knowledge Solutions,    
                                                      Inc., Bullivant Houser  
                                                      Bailey PC, Ogden Murphy 
                                                      Wallace                 
Major retail tenants ................................ Galleries of            
                                                      Neiman Marcus,          
                                                      Brentano's Book Store,  
                                                      Express, Talbots        
Property type ....................................... Office                  
Property size--rentable square feet ................. 453,635 square feet     
Property location ................................... Seattle, Washington     
Appraised value ..................................... $172,500,000            

                        In reviewing the foregoing table, please note that a
                springing lockbox means that income from the
                  mortgaged real property will be deposited into
                       accounts that will be established on the occurrence
                        of specified triggering events and controlled by the
mortgagee.                  

                        S&P and Fitch have confirmed to us that the Westlake
                         Center mortgage loan, in the context of its inclusion
                       in the trust, has credit characteristics consistent
                        with that of an obligation rated investment grade by
each of S&P and Fitch.      

                      See "Description of the Mortgage Pool--Significant
                  Underlying Mortgage Loans--The Westlake Center
                 Mortgage Loan" in this prospectus supplement.

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LEGAL AND INVESTMENT CONSIDERATIONS 

FEDERAL INCOME                                                                  
TAX CONSEQUENCES.......  The trustee or its agent will make elections to treat
                     designated portions of the assets of the trust as
                  three separate real estate mortgage investment
                          conduits or REMICs under Sections 860A through 860G of
                         the Internal Revenue Code of 1986. Those three REMICs
are as follows:             

                      o REMIC I, the lowest tier REMIC, will consist of,
                            among other things, the pooled mortgage loans or, in
                       two cases, regular interests in two single loan
                     REMICs, each of which holds one of the pooled
                     mortgage loans. However, REMIC I will exclude
                      collections of additional interest accrued and
                            deferred as to payment with respect to each mortgage
                            loan with an anticipated repayment date that remains
   outstanding past that date.

                          o REMIC II will hold the regular interests in REMIC I.

                  o REMIC III will hold the regular interests in
REMIC II.               

                        Any assets of the trust not included in a REMIC will
                         be held as part of a grantor trust for federal income
tax purposes.               

                       The offered certificates will be treated as regular
                        interests in REMIC III. This means that they will be
                        treated as newly issued debt instruments for federal
                       income tax purposes. You will have to report income
                       on your offered certificates in accordance with the
                accrual method of accounting even if you are
                 otherwise a cash method taxpayer. The offered
                       certificates will not represent any interest in the
    grantor trust referred to above.

                        None of the offered certificates will be issued with
original issue discount.    

                  When determining the rate of accrual of market
                        discount and premium, if any, for federal income tax
                         purposes, the prepayment assumption used will be that
        following any date of determination:

                   o the mortgage loans with anticipated repayment
                  dates will be paid in full on those dates,

                     o no mortgage loan in the trust will otherwise be
      prepaid prior to maturity, and

                    o there will be no extension of maturity for any
   mortgage loan in the trust.

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

ERISA..................   We anticipate that, subject to satisfaction of the    
                          conditions referred to under "ERISA Considerations" in
                          this prospectus supplement, retirement plans and other
                        employee benefit plans and arrangements subject to--

                        o Title I of the Employee Retirement Income Security
   Act of 1974, as amended, or

                        o Section 4975 of the Internal Revenue Code of 1986,

                      will be able to invest in the offered certificates
                         without giving rise to a prohibited transaction. This
                      is based upon an individual prohibited transaction
                         exemption granted to a predecessor to Lehman Brothers
         Inc. by the U.S. Department of Labor.

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                    If you are a fiduciary of any retirement plan or
                         other employee benefit plan or arrangement subject to
                    Title I of ERISA or section 4975 of the Internal
                       Revenue Code, you should review carefully with your
                         legal advisors whether the purchase or holding of the
                         offered certificates could give rise to a transaction
                         that is prohibited under ERISA or Section 4975 of the
                        Internal Revenue Code. See "ERISA Considerations" in
                      this prospectus supplement and in the accompanying
prospectus.                 

LEGAL INVESTMENT.......   The class A-1, A-2 and B certificates will be         
                         mortgage related securities within the meaning of the
                         Secondary Mortgage Market Enhancement Act of 1984, as
                       amended. The class C and D certificates will not be
                     mortgage related securities within the meaning of
SMMEA.                      

                 You should consult your own legal advisors to
                    determine whether and to what extent the offered
                       certificates will be legal investments for you. See
                        "Legal Investment" in this prospectus supplement and
   in the accompanying prospectus.

INVESTMENT                                                                      
CONSIDERATIONS.........  The rate and timing of payments and other collections
                     of principal on or with respect to the underlying
                       mortgage loans will affect the yield to maturity on
                        each offered certificate. In the case of any offered
                       certificates purchased at a discount, a slower than
                         anticipated rate of payments and other collections of
                    principal on the underlying mortgage loans could
                         result in a lower than anticipated yield. In the case
                         of any offered certificates purchased at a premium, a
                      faster than anticipated rate of payments and other
                       collections of principal on the underlying mortgage
                         loans could result in a lower than anticipated yield.

                   See "Yield and Maturity Considerations" in this
                 prospectus supplement and in the accompanying
prospectus.                 

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RISK FACTORS

  The offered certificates are not suitable investments for all investors.
You should not purchase any offered certificates unless you understand and are  
able to bear the risks associated with those certificates.                      

  The offered certificates are complex securities and it is important that
you possess, either alone or together with an investment advisor, the expertise 
necessary to evaluate the information contained in this prospectus supplement   
and the accompanying prospectus in the context of your financial situation.     

You should consider the following factors, as well as those set forth 
under "Risk Factors" in the accompanying prospectus, in deciding whether to     
purchase any offered certificates. The "Risk Factors" section in the            
accompanying prospectus includes a number of general risks associated with      
making an investment in the offered certificates.                               

RISKS RELATED TO THE OFFERED CERTIFICATES                                       

 The Class B, C and D Certificates are Subordinate to, and Are Therefore
Riskier than, the Class A-1 and A-2 Certificates. If you purchase class B, C or 
D certificates, then your offered certificates will provide credit support to   
other classes of offered certificates. As a result, you will receive payments   
after, and must bear the effects of losses on the underlying mortgage loans     
before, the holders of those other classes of offered certificates.             

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

  o the payment priorities of the respective classes of the series 2001-C3
certificates,                                                     

  o the order in which the principal balances of the respective classes of
the series 2001-C3 certificates with balances will be reduced in  
connection with losses and default-related shortfalls, and        

o the characteristics and quality of the mortgage loans in the trust. 

See "Description of the Mortgage Pool" and "Description of the Offered
Certificates--Payments" and "--Reductions of Certificate Principal Balances in  
Connection with Realized Losses and Additional Trust Fund Expenses" in this     
prospectus supplement. See also "Risk Factors--The Investment Performance of    
Your Offered Certificates Will Depend on Payments, Defaults and Losses on the   
Underlying Mortgage Loans; and Those Payments, Defaults and Losses May Be       
Highly Unpredictable", "--Any Credit Support for Your Offered Certificates May  
Be Insufficient to Protect You Against All Potential Losses" and "--Payments on 
the Offered Certificates Will Be Made Solely from the Limited Assets of the     
Related Trust, and Those Assets May Be Insufficient to Make All Required        
Payments on Those Certificates" in the accompanying prospectus.                 

   The Offered Certificates Have Uncertain Yields to Maturity. The yields on
your offered certificates will depend on--                                      

o the price you paid for your offered certificates, and               

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

   The rate, timing and amount of payments on your offered certificates will
depend on:                                                                      

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

     o the rate and timing of payments and other collections of principal on the
underlying mortgage loans;                                        

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

o the rate, timing, severity and allocation of other shortfalls and   
expenses that reduce amounts available for payment on your offered
certificates;                                                     

   o the collection and payment of prepayment premiums and yield maintenance
charges with respect to the underlying mortgage loans; and        

o servicing decisions with respect to the underlying mortgage loans.  

In general, these factors cannot be predicted with any certainty.     
Accordingly, you may find it difficult to analyze the effect that these factors 
might have on the yield to maturity of your offered certificates.               

See "Description of the Mortgage Pool", "Servicing of the Underlying  
Mortgage Loans", "Description of the Offered Certificates--Payments" and        
"--Reductions of Certificate Principal Balances in Connection With Realized     
Losses and                                                                      

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Additional Trust Fund Expenses" and "Yield and Maturity Considerations" in this 
prospectus supplement. See also "Risk Factors--The Investment Performance of    
Your Offered Certificates Will Depend on Payments, Defaults and Losses on the   
Underlying Mortgage Loans; and Those Payments, Defaults and Losses May Be       
Highly Unpredictable" and "Yield and Maturity Considerations" in the            
accompanying prospectus.                                                        

The Investment Performance of Your Offered Certificates May Vary      
Materially and Adversely from Your Expectations Because the Rate of Prepayments 
and Other Unscheduled Collections of Principal on the Underlying Mortgage Loans 
is Faster or Slower than You Anticipated. If you purchase your offered          
certificates at a premium, and if payments and other collections of principal   
on the mortgage loans in the trust occur at a rate faster than you anticipated  
at the time of your purchase, then your actual yield to maturity may be lower   
than you had assumed at the time of your purchase. Conversely, if you purchase  
your offered certificates at a discount, and if payments and other collections  
of principal on the mortgage loans in the trust occur at a rate slower than you 
anticipated at the time of your purchase, then your actual yield to maturity    
may be lower than you had assumed at the time of your purchase.                 

    You should consider that prepayment premiums and yield maintenance charges
may not be collected in all circumstances. Furthermore, even if a prepayment    
premium or yield maintenance charge is collected and payable on your offered    
certificates, it may not be sufficient to offset fully any loss in yield on     
your offered certificates resulting from the corresponding prepayment.          

A $40,000,000 Loan Not Included in the Trust Is Secured by the same   
Mortgaged Real Property as the Largest Mortgage Loan Included in the Trust and  
the Interests of the Holders of that Outside-the-Trust Loan May Conflict with   
Your Interests. One mortgage loan, representing 13.0% of the initial mortgage   
pool balance, is secured by a mortgaged real property that also constitutes     
security for a $40,000,000 mortgage loan that is not included in the trust. The 
holder of the mortgage loan that is outside the trust will have the right,      
subject to the conditions described under "Servicing of the Underlying Mortgage 
Loans--The Series 2001-C3 Controlling Class Representative and the Chrysler     
Building Companion Loan Noteholder" in this prospectus supplement, to advise    
and direct the special servicer, subject to the requirements of the servicing   
standard described in this prospectus supplement, with respect to various       
servicing matters with respect to that outside-the-trust mortgage loan and the  
corresponding mortgage loan that is in the trust. The holder of this            
outside-the-trust mortgage loan may have interests that conflict with your      
interests. See "Description of the Mortgage Pool--Significant Underlying        
Mortgage Loans--The Chrysler Building Mortgage Loan" and "Servicing of the      
Underlying Mortgage Loans--The Series 2001-C3 Controlling Class Representative  
and the Chrysler Building Companion Loan Noteholder" in this prospectus         
supplement.                                                                     

RISKS RELATED TO THE UNDERLYING MORTGAGE LOANS                                  

    Repayment of the Underlying Mortgage Loans Depends on the Operation of the
Mortgaged Real Properties. The underlying mortgage loans are secured by         
mortgage liens on fee and/or leasehold interests in the following types of real 
property:                                                                       

o regional malls,                                                     

o other anchored retail,                                              

o unanchored retail,                                                  

o office,                                                             

o multifamily,                                                        

o industrial/warehouse,                                               

o hospitality,                                                        

o self-storage,                                                       

o mobile home parks,                                                  

o office/industrial,                                                  

o mixed-use, and                                                      

o other.                                                              

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 The risks associated with lending on these types of real properties are
inherently different from those associated with lending on the security of      
single-family residential properties. This is because, among other reasons,     
repayment of each of the underlying mortgage loans is dependent on--            

o the successful operation and value of the related mortgaged real    
property, and                                                     

     o the related borrower's ability to refinance the mortgage loan or sell the
related mortgaged real property.                                  

   See "Risk Factors--Repayment of a Commercial or Multifamily Mortgage Loan
Depends on the Performance and Value of the Underlying Real Property, Which May 
Decline Over Time, and the Related Borrower's Ability to Refinance the          
Property, of Which There Is No Assurance" and "Description of the Trust         
Assets--Mortgage Loans--A Discussion of Various Types of Multifamily and        
Commercial Properties that May Secure Mortgage Loans Underlying a Series of     
Offered Certificates" in the accompanying prospectus.                           

   The Underlying Mortgage Loans Have a Variety of Characteristics Which May
Expose Investors to Greater Risk of Default and Loss. When making an investment 
decision, you should consider, among other things, the following                
characteristics of the underlying mortgage loans and/or the mortgaged real      
properties for those loans. Any or all of these characteristics can affect,     
perhaps materially and adversely, the investment performance of your offered    
certificates. Several of the items below include a cross-reference to where the 
associated risks are further discussed in this prospectus supplement or in the  
accompanying prospectus. In addition, several of those items may include a      
cross reference to where further information about the particular               
characteristic may be found in this prospectus supplement.                      

   o The Mortgaged Real Property Will Be the Sole Asset Available to Satisfy
 the Amounts Owing Under an Underlying Mortgage Loan in the Event of
       Default. All of the mortgage loans that we intend to include in the trust
  are or should be considered nonrecourse loans. You should anticipate
      that, if the related borrower defaults on any of the underlying mortgage
      loans, only the mortgaged real property, and none of the other assets of
      the borrower, is available to satisfy the debt. Even if the related loan
     documents permit recourse to the borrower or a guarantor, the trust may
not be able to ultimately collect the amount due under a defaulted
    mortgage loan. None of the mortgage loans are insured or guaranteed by
   any governmental agency or instrumentality or by any private mortgage
  insurer. See "Risk Factors--Repayment of a Commercial or Multifamily
       Mortgage Loan Depends on the Performance and Value of the Underlying Real
       Property, Which May Decline Over Time, and the Related Borrower's Ability
    to Refinance the Property, of Which There Is No Assurance--Most of the
      Mortgage Loans Underlying Your Offered Certificates Will be Nonrecourse"
in the accompanying prospectus.                                   

    o In Some Cases, a Mortgaged Real Property is Dependent on a Single Tenant
or on One or a Few Major Tenants. In the case of 61 mortgaged real
  properties, securing 30.2% of the initial mortgage pool balance, the
  related borrower has leased the property to at least one tenant that
   occupies 25% or more of the particular property. In the case of 11 of
       those properties, securing 5.1% of the initial mortgage pool balance, the
    related borrower has leased the particular property to a single tenant
      that occupies all or substantially all of the property. Accordingly, the
     full and timely payment of each of the related mortgage loans is highly
  dependent on the continued operation of the major tenant or tenants,
      which, in some cases, is the sole tenant at the mortgaged real property.
       See "Risk Factors--Repayment of a Commercial or Multifamily Mortgage Loan
   Depends on the Performance and Value of the Underlying Real Property,
Which May Decline Over Time, and the Related Borrower's Ability to
    Refinance the Property, of Which There Is No Assurance--The Successful
    Operation of a Multifamily or Commercial Property Depends on Tenants",
      "--Repayment of a Commercial or Multifamily Mortgage Loan Depends on the
      Performance and Value of the Underlying Real Property, Which May Decline
      Over Time, and the Related Borrower's Ability to Refinance the Property,
      of Which There Is No Assurance--Dependence on a Single Tenant or a Small
     Number of Tenants Makes a Property Riskier Collateral" and "--Repayment
     of a Commercial or Multifamily Mortgage Loan Depends on the Performance
    and Value of the Underlying Real Property, Which May Decline Over Time
    and the Related Borrower's Ability to Refinance the Property, of Which
 There Is No Assurance--Tenant Bankruptcy Adversely Affects Property
Performance" in the accompanying prospectus.                      

    o Ten Percent or More of the Initial Mortgage Pool Balance Will Be Secured
     by Mortgage Liens on the Respective Borrower's Interests in Each of the
Following Property Types--Retail, Office and Multifamily Rental.  
      Thirty-nine of the mortgaged real properties that are retail properties,
      securing 37.4% of the initial mortgage pool balance, are regional malls,
      other anchored retail properties or shadow anchored retail properties. A
      shadow anchor is a store or business that materially affects the draw of
  customers to a retail property, but which may be located at a nearby

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     property or on a portion of that retail property that is not collateral
    for the related mortgage loan. Fifty-six of the mortgage loans that we
intend to include in the trust, representing 42.4% of the initial 
mortgage pool balance, will be secured by mortgage liens on the   
respective borrowers' interests in mortgaged real properties      
predominantly used for retail purposes.                           

       Twenty-five of the mortgage loans that we intend to include in the trust,
      representing 34.8% of the initial mortgage pool balance, will be secured
   by mortgage liens on the respective borrowers' interests in mortgaged
   real properties predominantly used for office purposes. Some of those
     office properties are heavily dependent on a few major tenants, or on a
       sole tenant that leases, a substantial portion of or the entire property.

 Twenty-three of the mortgage loans that we intend to include in the
     trust, representing 10.1% of the initial mortgage pool balance, will be
 secured by mortgage liens on the respective borrowers' interests in
 mortgaged real properties predominantly used for multifamily rental
     purposes. Four of these mortgaged real properties, securing 3.4% of the
 initial mortgage pool balance, have a significant proportion of the
     tenants whose rents are subsidized by housing assistance payments under
    the Section 8 Housing Assistance Payments program of the United States
Department of Housing and Urban Development.                      

   The inclusion in the trust of a significant concentration of mortgage
loans that are secured by mortgage liens on a particular type of  
     income-producing property makes the overall performance of the mortgage
      pool materially more dependent on the factors that affect the operations
at and value of that property type. See "Description of the Trust 
      Assets--Mortgage Loans--A Discussion of Various Types of Multifamily and
      Commercial Properties That May Secure Mortgage Loans Underlying a Series
of Offered Certificates" in the accompanying prospectus.          

     o Five Percent or More of the Initial Mortgage Pool Balance Will Be Secured
 by Mortgage Liens on Real Property Located in Each of the Following
States--New York, California, Texas, Massachusetts, Washington and
      Virginia. The mortgaged real properties located in each of the following
       states secure mortgage loans or allocated portions of mortgage loans that
represent more than 3.9%, of the initial mortgage pool balance:   

                                                                [Download Table]

                                                 % OF       
                              NUMBER OF     INITIAL MORTGAGE
 STATE                       PROPERTIES       POOL BALANCE  
 -----                       ----------     ----------------
                                                            
 New York ..............        12               19.8%      
 California ............        31               17.2%      
 Texas .................        19               13.2%      
 Massachusetts .........         8                9.4%      
 Washington ............         6                7.7%      
 Virginia ..............         5                6.8%      


     The inclusion of a significant concentration of mortgage loans that are
  secured by mortgage liens on real properties located in a particular
      state makes the overall performance of the mortgage pool materially more
     dependent on economic and other conditions or events in that state. See
      "Risk Factors--Geographic Concentration Within a Trust Exposes Investors
      to Greater Risk of Default and Loss" in the accompanying prospectus. The
      mortgaged real properties located in any given state may be concentrated
  in one or more areas within that state. Annex A-1 to this prospectus
supplement contains the address for each mortgaged real property. 

   o The Mortgage Pool Will Include Material Concentrations of Balloon Loans
     and Loans with Anticipated Repayment Dates. One hundred eleven mortgage
 loans, representing 54.1% of the initial mortgage pool balance, are
      balloon loans. In addition, 24 mortgage loans, representing 45.9% of the
initial mortgage pool balance, provide material incentives for the
       related borrower to repay the loan by an anticipated repayment date prior
 to maturity. The ability of a borrower to make the required balloon
      payment on a balloon loan at maturity and to repay a mortgage loan on or
      before any related anticipated repayment date, in each case depends upon
the borrower's ability either to refinance the loan or to sell the
       mortgaged real property. Although a mortgage loan may provide the related
    borrower with incentives to repay the loan by an anticipated repayment
       date prior to maturity, the failure of that borrower to do so will not be
     a default under that loan. See "Description of the Mortgage Pool--Terms
 and Conditions of the Underlying Mortgage Loans" in this prospectus
      supplement and "Risk Factors--The Investment Performance of Your Offered
Certificates Will Depend on Payments, Defaults and Losses on the  
       Underlying Mortgage Loans; and Those Payments, Defaults and Losses May Be
    Highly Unpredictable--There is an Increased Risk of Default Associated
with Balloon Payments" in the accompanying prospectus.            

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 o The Mortgage Pool Will Include Some Disproportionately Large Mortgage
      Loans. The inclusion in the mortgage pool of one or more loans that have
   outstanding principal balances that are substantially larger than the
      other mortgage loans can result in losses that are more severe, relative
   to the size of the mortgage pool, than would be the case if the total
 balance of the mortgage pool were distributed more evenly. The four
       largest mortgage loans to be included in the trust represent 31.8% of the
     initial mortgage pool balance, and the ten largest mortgage loans to be
included in the trust represent 47.5% of the initial mortgage pool
balance. See "Description of the Mortgage Pool--General",         
       "--Cross-Collateralized Mortgage Loans, Multi-Property Mortgage Loans and
     Mortgage Loans with Affiliated Borrowers" and "--Significant Underlying
   Mortgage Loans" in this prospectus supplement and "Risk Factors--Loan
       Concentration Within a Trust Exposes Investors to Greater Risk of Default
and Loss" in the accompanying prospectus.                         

  o The Mortgage Pool Will Include Leasehold Mortgage Loans. Four mortgage
      loans, representing 14.2% of the initial mortgage pool balance, are each
     secured by a mortgage lien on the related borrower's leasehold interest
      in all or a material portion of the related mortgaged real property, but
 not by the corresponding ownership interest in the property that is
 subject to the ground lease. Because of possible termination of the
      related ground lease, lending on a leasehold interest in a real property
      is riskier than lending on an actual ownership interest in that property
      notwithstanding the fact that a lender, such as the trustee on behalf of
 the trust, generally will have the right to cure defaults under the
     related ground lease. See "Description of the Mortgage Pool--Additional
Loan and Property Information--Ground Leases" in this prospectus  
supplement. See also "Risk Factors--Ground Leases Create Risks for
       Lenders that Are Not Present When Lending on an Actual Ownership Interest
     in a Real Property" and "Legal Aspects of Mortgage Loans--Foreclosure--
Leasehold Considerations" in the accompanying prospectus.         

 o Some of the Mortgaged Real Properties Are Legal Nonconforming Uses or
       Legal Nonconforming Structures. Some of the mortgage loans are secured by
       a mortgage lien on a real property that is a legal nonconforming use or a
legal nonconforming structure. This may impair the ability of the 
      borrower to restore the improvements on a mortgaged real property to its
     current form or use following a major casualty. See "Description of the
 Mortgage Pool--Additional Loan and Property Information--Zoning and
Building Code Compliance" in this prospectus supplement and "Risk 
   Factors--Changes in Zoning May Adversely Affect the Use or Value of a
Real Property" in the accompanying prospectus.                    

   o Some of the Mortgaged Real Properties May Not Comply with the Americans
  with Disabilities Act of 1990. Some of the mortgaged real properties
    securing mortgage loans that we intend to include in the trust may not
     comply with the Americans with Disabilities Act of 1990. Compliance, if
required, can be expensive. See "Risk Factors--Compliance with the
  Americans with Disabilities Act of 1990 May Be Expensive" and "Legal
Aspects of Mortgage Loans--Americans with Disabilities Act" in the
accompanying prospectus.                                          

o Multiple Mortgaged Real Properties Are Owned by the Same Borrower or
    Affiliated Borrowers or Are Occupied, in Whole or in Part, by the Same
    Tenant or Affiliated Tenants. Twelve separate groups of mortgage loans
     that we intend to include in the trust have borrowers that, in the case
      of each of those groups, are the same or under common control. The three
largest of these separate groups represent 4.0%, 2.6% and 2.2%,   
   respectively, of the initial mortgage pool balance. The largest group
  includes the mortgage loans secured by the mortgaged real properties
  identified on Annex A-1 to this prospectus supplement as Food 4 Less
Center--Santa Ana, Food 4 Less Center--Buena Park, Food 4 Less    
      Center--Norwalk, Food 4 Less Center--Inglewood, Food 4 Less Center--West
     Covina, Food 4 Less Center--Long Beach and Food 4 Less Center--Anaheim,
respectively; the second largest group includes the mortgage loans
      secured by the mortgaged real properties identified on Annex A-1 to this
  prospectus supplement as Loyal Plaza, River Valley Plaza, Meadowview
    Square and East Point Plaza, respectively; and the third largest group
  includes the mortgage loans secured by the mortgaged real properties
 identified on Annex A-1 to this prospectus supplement as Sacramento
    Corporate Center and Moreno Valley Corporate Center, respectively. See
     "Description of the Mortgage Pool--Cross-Collateralized Mortgage Loans,
Multi-Property Mortgage Loans and Mortgage Loans with Affiliated  
Borrowers" in this prospectus supplement.                         

In addition, there may be tenants who lease space at more than one
       mortgaged real property securing mortgage loans that we intend to include
    in the trust. Furthermore, there may be tenants that are related to or
     affiliated with a borrower. See Annex A-1 to this prospectus supplement
       for a list of the three most significant tenants at each of the mortgaged
 real properties used for retail, office and/or industrial purposes.

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       The bankruptcy or insolvency of, or other financial problems with respect
  to, any borrower or tenant that is, directly or through affiliation,
   associated with two or more of the mortgaged real properties securing
pooled mortgage loans could have an adverse effect on all of those
     properties and on the ability of those properties to produce sufficient
      cash flow to make required payments on the related mortgage loans in the
 trust. Colo.com, which is a tenant at two mortgaged real properties
 securing 4.0% of the initial mortgage pool balance, is currently in
     bankruptcy. Colo.com represents approximately 33% and 9%, respectively,
of the revenues at those mortgaged real properties. See "Risk     
     Factors--Repayment of a Commercial or Multifamily Mortgage Loan Depends
     on the Performance and Value of the Underlying Real Property, Which May
    Decline Over Time, and the Related Borrower's Ability to Refinance the
   Property, of Which There Is No Assurance--Tenant Bankruptcy Adversely
     Affects Property Performance", "--Borrower Concentration Within a Trust
    Exposes Investors to Greater Risk of Default and Loss" and "--Borrower
     Bankruptcy Proceedings Can Delay and Impair Recovery on a Mortgage Loan
   Underlying Your Offered Certificates" in the accompanying prospectus.

    o Some of the Mortgaged Real Properties Are Encumbered by Subordinate Debt
       and the Ownership Interests in Some Borrowers Have Been Pledged to Secure
Debt. One mortgage loan in the trust, which is described under    
"Description of the Mortgage Pool--Significant Underlying Mortgage
       Loans--The Chrysler Building Mortgage Loan" in this prospectus supplement
     and which represents 13.0% of the initial mortgage pool balance, is the
       senior loan of an A/B note structure and is secured by real property that
   secures another mortgage loan that will not be included in the trust,
      which other loan was originated at the same time as the related mortgage
      loan that will be included in the trust. In addition, one other mortgage
      loan, representing 0.1% of the initial mortgage pool balance, is secured
  by a mortgaged real property that is known to us to be encumbered by
secured subordinate debt that is not part of the mortgage pool.   
       Furthermore, a small ground leased portion of the mortgaged real property
       securing one mortgage loan, which represents 5.1% of the initial mortgage
     pool balance, may be encumbered with a mortgage by the related borrower
    in connection with the borrower's purchase of the fee interest in that
    portion of the related mortgaged real property from the ground lessor.
       Following the borrower's purchase, that former ground leased portion will
continue to be part of the collateral for the mortgage loan. See  
    "--Significant Underlying Mortgage Loans--The Westlake Center Mortgage
     Loan--The Ground Lease" in this prospectus supplement. The existence of
  secured subordinate indebtedness may adversely affect the borrower's
       financial viability and/or the trust's security interest in the mortgaged
      real property. Any or all of the following may result from the existence
of secured subordinate indebtedness on a mortgaged real property: 

     1. refinancing the related underlying mortgage loan at maturity for the
 purpose of making any balloon payments may be more difficult;

2. reduced cash flow could result in deferred maintenance at the  
particular real property;                                   

 3. if the holder of the subordinate debt files for bankruptcy or is
          placed in involuntary receivership, foreclosing on the particular real
property could be delayed; and                              

    4. if the mortgaged real property depreciates for whatever reason, the
        related borrower's equity is more likely to be extinguished, thereby
   eliminating the related borrower's incentive to continue making
payments on its mortgage loan in the trust.                 

      In the case of the one mortgage loan in the trust referred to above that
    is part of an A/B note structure, the subordinate lender has agreed to
its mortgage loan being serviced under the pooling and servicing  
     agreement as if it were a pooled mortgage loan. The lender of any other
    material subordinate debt on the mortgaged real properties known to us
has agreed not to foreclose or take other legal action against the
  particular real property or the related borrower, for so long as the
 related mortgage loan is outstanding and the trust has not done so.

      Owners of some borrowers may incur indebtedness that is secured by their
ownership interests in those borrowers. This type of financing    
 effectively reduces the indirect equity interest of an owner in the
       underlying real property. With respect to one of the mortgage loans to be
    included in the trust, representing 13.0% of the initial mortgage pool
  balance, the owners of the related borrower were known to us to have
 incurred this type of indebtedness. Some of the borrowers under the
    mortgage loans that we intend to include in the trust have incurred or
       are permitted to incur unsecured debt in addition to customary trade debt
and equipment financing.                                          

   We have been unable to confirm the existence of any other debt of the
respective borrowers under the mortgage loans that we are pooling.

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 See "Description of the Mortgage Pool--Additional Loan and Property
       Information--Secondary and Other Financing" in this prospectus supplement
 and "Risk Factors--Subordinate Debt Increases the Likelihood that a
Borrower Will Default on a Mortgage Loan Underlying Your Offered  
Certificates" in the accompanying prospectus.                     

Changes in Mortgage Pool Composition Can Change the Nature of Your    
Investment. If you purchase any of the class A-2, B, C or D certificates, you   
will be more exposed to risks associated with changes in concentrations of      
borrower, loan or property characteristics than are persons who own the class   
A-1 certificates. See "Risk Factors--Changes in Pool Composition Will Change    
the Nature of Your Investment" in the accompanying prospectus.                  

Lending on Income-Producing Real Properties Entails Environmental     
Risks. The trust could become liable for a material adverse environmental       
condition at any of the mortgaged real properties securing the mortgage loans   
in the trust. Any potential environmental liability could reduce or delay       
payments on the offered certificates.                                           

A third-party consultant conducted a Phase I environmental site       
assessment, updated a previously conducted Phase I environmental site           
assessment or, in the case of 15 mortgage loans, representing 1.8% of the       
mortgage pool, conducted transaction screens, with respect to the mortgaged     
real properties underlying the pooled mortgage loans. With the exception of     
three loans, representing 1.6% of the mortgage pool, those environmental site   
assessments and transaction screens were conducted during the sixteen-month     
period prior to the cut-off date. To the extent that any environmental site     
assessment recommended a Phase II environmental site assessment, that site      
assessment was performed.                                                       

 In many cases, the environmental testing described above identified the
presence of asbestos-containing materials, lead-based paint and/or radon. Where 
these substances were present, the environmental consultant generally           
recommended, and the related loan documents generally required, the             
establishment of an operation and maintenance plan or the implementation of a   
remediation program to address the issue. If the particular asbestos-containing 
materials or lead-based paint was in poor condition, it could result in a claim 
for damages by any party injured by that condition.                             

   In several cases, the environmental testing for a mortgaged real property
identified potential and, in some cases, serious problems, at nearby            
properties. In each such case, no remedial action was requested of the related  
borrower because a responsible party had been identified.                       

   In a few cases, the environmental site assessments identified significant
problems at the related mortgaged real properties. In these cases, the related  
borrower was required to do one or more of the following:                       

o to take remedial action if no third party was identified as being   
    responsible for the remediation or no state-funded remediation program
had commenced remediation;                                        

 o to deposit a cash reserve in an amount generally equal to 125% of the
    estimated cost of the remediation or provide a guaranty of remediation
    costs from an entity with assets other than the related mortgaged real
property;                                                         

 o to monitor the environmental condition and/or to carry out additional
testing; and/or                                                   

o to obtain an environmental insurance policy.                        

    In a few cases where a responsible party, other than the related borrower,
had been identified 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, the environmental consultant did not recommend that any action be 
taken by the related borrower. There can be no assurance, however, that such a  
responsible party will be financially able to, or actually will, address the    
subject condition.                                                              

  Furthermore, any particular environmental assessment may not have tested
for all potentially adverse conditions. For example, testing for lead-based     
paint, lead in water and 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, or       

o any environmental escrows that may have been established will be    
sufficient to cover the recommended remediation or other action.  

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See "Description of the Mortgage Pool--Assessments of Property        
Condition--Environmental Assessments" in this prospectus supplement and "Risk   
Factors--Environmental Liabilities Will Adversely Affect the Value and          
Operation of the Contaminated Property and May Deter a Lender from Foreclosing" 
and "Legal Aspects of Mortgage Loans--Environmental Considerations" in the      
accompanying prospectus.                                                        

  Lending on Income-Producing Properties Entails Risks Related to Property
Condition. Engineering firms inspected the mortgaged real properties securing   
all but one mortgage loan, representing 0.2% of the initial mortgage pool       
balance, during the 22-month period preceding the cut-off date, to assess--     

     o the structure, exterior walls, roofing, interior construction, mechanical
and electrical systems, and                                       

o the general condition of the site, buildings and other improvements 
located at each property.                                         

   In some cases, the inspections identified conditions requiring escrows to
be established for repairs or replacements estimated to cost in excess of       
$100,000. In those cases, the originator generally required the related         
borrower to fund reserves, or deliver letters of credit or other instruments,   
to cover these costs.                                                           

Limitations on Enforceability of Cross-Collateralization. The mortgage
pool will include 14 mortgage loans that are secured, including through         
cross-collateralization with other mortgage loans, by multiple mortgaged real   
properties. These mortgage loans are identified in the tables contained in      
Annex A-1. The purpose of securing any particular mortgage loan or group of     
cross-collateralized mortgage loans with multiple real properties is to reduce  
the risk of default or ultimate loss as a result of an inability of any         
particular property to generate sufficient net operating income to pay debt     
service.                                                                        

   If a borrower under any cross-collateralized mortgage loan were to become
a debtor in a bankruptcy case, the creditors of that borrower or the            
representative of that borrower's bankruptcy estate could challenge that        
borrower's pledging of the underlying mortgaged real property as a fraudulent   
conveyance. See "Risk Factors--Some Provisions in the Mortgage Loans Underlying 
Your Offered Certificates May Be Challenged as Being Unenforceable--Cross-      
Collateralization Arrangements" in the accompanying prospectus.                 

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

    Eight mortgage loans that we intend to include in the trust are secured by
mortgaged real properties located in two or more states. These mortgage loans   
represent 5.8% of the initial mortgage pool balance. Upon a default under these 
mortgage loans, it may not be possible to foreclose on the mortgaged real       
properties simultaneously because foreclosure actions are brought in state or   
local court and the courts of one state cannot exercise jurisdiction over       
property in another state.                                                      

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

    Tax Considerations Related to Foreclosure. If the trust were to acquire an
underlying real property through foreclosure or similar action, the special     
servicer may be required to retain an independent contractor to operate and     
manage the property. Any net income from that operation and management, other   
than qualifying rents from real property within the meaning of section 856(d)   
of the Internal Revenue Code of 1986, as well as 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 to federal, and possibly state or local, tax as described under       
"Federal Income Tax Consequences--Prohibited Transactions Tax and Other Taxes"  
in the accompanying prospectus. The risk of taxes being imposed on income       
derived from the operation of foreclosed real property is particularly present  
in the case of hotel or other hospitality properties. Those taxes, and the cost 
of retaining an independent contractor, would reduce net proceeds available for 
distribution with respect to the series 2001-C3 certificates.                   

    Prior Bankruptcies. We are aware that, in the case of three mortgage loans
that we intend to include in the trust, representing 2.3% of the initial        
mortgage pool balance, the related borrower or a principal in the related       
borrower has been                                                               

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a party to prior bankruptcy proceedings. There is no assurance that principals  
or affiliates of other borrowers have not been a party to bankruptcy            
proceedings. See "Risk Factors--Borrower Bankruptcy Proceedings Can Delay and   
Impair Recovery on a Mortgage Loan Underlying Your Offered Certificates" in the 
accompanying prospectus.                                                        

CAPITALIZED TERMS USED IN THIS PROSPECTUS SUPPLEMENT

   From time to time we use capitalized terms in this prospectus supplement,
including in Annexes A-1, A-2 and A-3 to this prospectus supplement. Each of    
those capitalized terms will have the meaning assigned to it in the glossary    
attached to this prospectus supplement.                                         

FORWARD-LOOKING STATEMENTS

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

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DESCRIPTION OF THE MORTGAGE POOL

GENERAL                                                                         

We intend to include the 135 mortgage loans identified on Annex A-1 to
this prospectus supplement in the trust. The mortgage pool consisting of those  
loans will have an initial mortgage pool balance of $1,382,342,368. However,    
the actual initial mortgage pool balance may be as much as 5% smaller or larger 
than that amount if any of those mortgage loans are removed from the mortgage   
pool or any other mortgage loans are added to the mortgage pool. See "--Changes 
in Mortgage Pool Characteristics" below.                                        

The initial mortgage pool balance will equal the total cut-off date   
principal balance of the mortgage loans included in the trust. The cut-off date 
principal balance of any mortgage loan is equal to its unpaid principal balance 
as of the cut-off date, after application of all monthly payments due with      
respect to the mortgage loan on or before that date, whether or not those       
payments were received. The cut-off date principal balance of each mortgage     
loan that we intend to include in the trust is shown on Annex A-1 to this       
prospectus supplement. Those cut-off date principal balances range from         
$499,665 to $180,000,000 and the average of those cut-off date principal        
balances is $10,239,573.                                                        

Except in two cases, representing 0.7% of the initial mortgage pool   
balance, each of the mortgage loans that we intend to include in the trust was  
originated by the related mortgage loan seller from whom we acquired the        
mortgage loan, by an affiliate of the related mortgage loan seller, by a        
correspondent in the related mortgage loan seller's or one of its affiliates,   
conduit lending program. However, some of the UBS Mortgage Loans were           
originated by a party that became an affiliate of the UBS Mortgage Loan Seller  
subsequent to the origination of the related mortgage loans.                    

The Lehman Mortgage Loan Seller is our affiliate and an affiliate of  
Lehman Brothers Inc. The UBS Mortgage Seller is an affiliate of UBS Warburg     
LLC.                                                                            

 Each of the mortgage loans that we intend to include in the trust is an
obligation of the related borrower to repay a specified sum with interest. Each 
of those mortgage loans is evidenced by a promissory note and secured by a      
mortgage, deed of trust or other similar security instrument that creates a     
mortgage lien on the ownership and/or leasehold interest of the related         
borrower or another party in one or more commercial or multifamily real         
properties. That mortgage lien will, in all cases, be a first priority lien,    
subject only to Permitted Encumbrances.                                         

   You should consider each of the pooled mortgage loans to be a nonrecourse
obligation of the related borrower. You should anticipate that, in the event of 
a payment default by the related borrower, recourse will be limited to the      
corresponding mortgaged real property or properties for satisfaction of that    
borrower's obligations. In those cases where recourse to a borrower or          
guarantor is permitted under the related loan documents, we have not undertaken 
an evaluation of the financial condition of any of these persons. None of the   
pooled mortgage loans will be insured or guaranteed by any governmental agency  
or instrumentality or by any private mortgage insurer.                          

   It has been confirmed to us by S&P and/or Fitch that five of the mortgage
loans that we intend to include in the trust, representing 35.0% of the initial 
mortgage pool balance, have, in the context of their inclusion in the trust,    
credit characteristics consistent with investment grade-rated obligations. Four 
of those mortgage loans are described under "--Significant Underlying Mortgage  
Loans" below.                                                                   

We provide in this prospectus supplement a variety of information     
regarding the mortgage loans that we intend to include in the trust. When       
reviewing this information, please note that--                                  

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

o All weighted average information provided with respect to the mortgage  
loans reflects a weighting by their respective cut-off date principal 
balances.                                                             

o If a mortgage loan is secured by multiple mortgaged real properties     
  located in more than one state, a portion of that mortgage loan has been
allocated to each of those properties.                                

o When information with respect to mortgaged real properties is expressed 
   as a percentage of the initial mortgage pool balance, the percentages are
based upon the cut-off date principal balances of the related mortgage
loans or allocated portions of those balances.                        

o Statistical information regarding the mortgage loans may change prior to
    the date of initial issuance of the offered certificates due to changes in
the composition of the mortgage pool prior to that date.              

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CROSS-COLLATERALIZED MORTGAGE LOANS, MULTI-PROPERTY MORTGAGE LOANS AND MORTGAGE 
LOANS WITH AFFILIATED BORROWERS                                             

   The mortgage pool will include fourteen mortgage loans, representing 7.4%
of the initial mortgage pool balance, that are, in each case, individually or   
through cross-collateralization with other mortgage loans, secured by two or    
more real properties. However, the amount of the mortgage lien encumbering any  
particular one of those properties may be less than the full amount of the      
related mortgage loan or group of cross-collateralized mortgage loans,          
generally to avoid recording tax. The mortgage amount may equal or be based     
upon the appraised value or allocated loan amount for the particular real       
property. This would limit the extent to which proceeds from that property      
would be available to offset declines in value of the other mortgaged real      
properties securing the same mortgage loan or group of cross-collateralized     
mortgage loans.                                                                 

   Some of the mortgage loans referred to in the preceding paragraph of this
"--Cross-Collateralized Mortgage Loans, Multi-Property Mortgage Loans and       
Mortgage Loans with Affiliated Borrowers" section, entitle the related borrower 
to a release of one or more of the corresponding mortgaged real properties      
through partial defeasance. See "--Terms and Conditions of the Underlying       
Mortgage Loans--Defeasance Loans" below.                                        

The table below identifies each group of cross-collateralized mortgage
loans, by property names, that represent at least 1.0% of the initial mortgage  
pool balance.                                                                   

                                                        [Enlarge/Download Table]

                                                         NUMBER OF STATES              
                                                            WHERE THE      % OF INITIAL
                                                          PROPERTIES ARE     MORTGAGE  
CROSS COLLATERALIZED GROUPS/PROPERTY NAMES                   LOCATED       POOL BALANCE
------------------------------------------               ----------------  ------------
                                                                                       
U-Haul A Portfolio, U-Haul B Portfolio ................         8               2.2%   
Fairfield Inn-Dallas, Fairfield Inn-Scottsdale, Houston                                
 Galleria Portfolio ...................................         2               1.8%   
Homewood Suites-Billerica, Homewood                                                    
 Suites--Bloomington ..................................         2               1.4%   
 ......................................................                                

   The following table identifies the four separate groups of mortgaged real
properties that are under common ownership and/or control and that secure two   
or more mortgage loans or groups of mortgage loans that are not cross-          
collateralized but represent at least 1.0% of the initial mortgage pool balance.

                                                        [Enlarge/Download Table]

                                                                                                          % OF      
                                                                                       NUMBER OF    INITIAL MORTGAGE
PROPERTY NAMES                                                                      MORTGAGE LOANS    POOL BALANCE  
--------------                                                                      --------------  ----------------
                                                                                                                    
Food 4 Less Center-Santa Ana, Buena Park, Norwalk, Inglewood, West Covina, Long                                     
 Beach, Anaheim ...................................................................        7               4.0%     
Loyal Plaza, River Valley Plaza, Meadowview Square, East Point Plaza ..............        4               2.6%     
Sacramento Corporate Center, Moreno Valley Corporate Center .......................        2               2.2%     
Golden West & Gene Autrey Business Park, Park Orangewood ..........................        2               1.6%     

TERMS AND CONDITIONS OF THE UNDERLYING MORTGAGE LOANS                           

Due Dates. Subject, in some cases, to a next business day convention--    

o Six of the mortgage loans that we intend to include in the trust,       
representing 3.2% of the initial mortgage pool balance, provide for   
 monthly debt service payments to be due on the first day of each month,

o Two of the mortgage loans that we intend to include in the trust,       
representing 0.7% of the initial mortgage pool balance, provide for   
 monthly debt service payments to be due on the tenth day of each month,
and                                                                   

o 127 of the mortgage loans that we intend to include in the trust,       
representing 96.0% of the initial mortgage pool balance, provide for  
    monthly debt service payments to be due on the eleventh day of each month.

Except with respect to seven mortgage loans, representing 1.6% of the 
initial mortgage pool balance, each of the pooled mortgage loans provides for   
one or both of the following--                                                  

o a grace period for the payment of each monthly payment that does not go 
beyond the eleventh day of the month or, if that eleventh day is not a
business day, then beyond the next business day, and/or               

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o that either Default Interest will commence accruing or late payment     
  charges will be due in the event that a monthly debt service payment has
    not been made as of the eleventh day of the month or, if that eleventh day
is not a business day, then as of the next business day.              

    Mortgage Rates; Calculations of Interest. In general, each of the mortgage
loans that we intend to include in the trust bears interest at a mortgage       
interest rate that, in the absence of default, is fixed until maturity, except  
that as described below under "--ARD Loans", each ARD Loan that remains         
outstanding past its anticipated repayment date will accrue interest after that 
date at a rate that is in excess of its mortgage interest rate prior to that    
date, but the additional interest will not be payable until the entire          
principal balance of the mortgage loan has been paid in full.                   

   The current mortgage interest rate for each of the mortgage loans that we
intend to include in the trust is shown on Annex A-1 to this prospectus         
supplement. As of the cut-off date, those mortgage interest rates ranged from   
6.739% per annum to 8.700% per annum, and the weighted average of those         
mortgage interest rates was 7.413% per annum.                                   

    Except in the case of ARD Loans, none of the mortgage loans that we intend
to include in the trust provides for negative amortization or for the deferral  
of interest.                                                                    

    Each of the pooled mortgage loans will accrue interest on the basis of one
of the following conventions:                                                   

 o the actual number of days elapsed during each one-month accrual period in
a year of 360 days; or                                                

o a 360-day year consisting of twelve 30-day months.                      

 The table below shows the number of, and percentage of initial mortgage
pool balance represented by, mortgage loans that accrue interest based on each  
of the foregoing conventions.                                                   

                                                                [Download Table]

                                                       % OF      
                                 NUMBER OF       INITIAL MORTGAGE
INTEREST ACCRUAL BASIS        MORTGAGE LOANS       POOL BALANCE  
--------------------------   ----------------   -----------------
                                                                 
Actual/360 Basis .........         132                 92.8%     
30/360 Basis .............           3                  7.2%     

   Balloon Loans. One hundred eleven of the mortgage loans that we intend to
include in the trust, representing 54.1% of the initial mortgage pool balance,  
are characterized by--                                                          

o an amortization schedule that is longer than the actual term of the     
mortgage loan, and                                                    

 o a substantial balloon payment being due with respect to the mortgage loan
on its stated maturity date.                                          

   ARD Loans. Twenty-four of the mortgage loans that we intend to include in
the trust, representing 45.9% of the initial mortgage pool balance, are         
characterized by the following features:                                        

o A maturity date that is at least 25 years following origination.        

o The designation of an anticipated repayment date that is generally seven
to ten years following origination. The anticipated repayment date for
each of the ARD Loans is listed on Annex A-1 to this prospectus       
supplement.                                                           

o The ability of the related borrower to prepay the mortgage loan, without
   restriction, including without any obligation to pay a prepayment premium
or a yield maintenance charge, at any time on or after a date that is 
    either the related anticipated repayment date or a date falling within the
six-month period prior to the anticipated repayment date.             

o Until its anticipated repayment date, the calculation of interest at its
initial mortgage interest rate.                                       

 o From and after its anticipated repayment date, the accrual of interest at
a revised annual rate that will be at least two percentage points in  
excess of its initial mortgage interest rate.                         

o The deferral of any additional interest accrued with respect to the     
    mortgage loan from and after the related anticipated repayment date at the
difference between its revised mortgage interest rate and its initial 
mortgage interest rate. This Post-ARD Additional Interest may, in some
 cases, compound at the new revised mortgage interest rate. Any Post-ARD
 Additional Interest accrued with respect to the mortgage loan following
its anticipated repayment date will not be payable until the entire   
principal balance of the mortgage loan has been paid in full.         

o From and after its anticipated repayment date, the accelerated          
amortization of the mortgage loan out of any and all monthly cash flow
    from the corresponding mortgaged real property which remains after payment
of the applicable                                                     

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monthly debt service payment, permitted operating expenses, capital   
expenditures and/or specified reserves, as the case may be. These     
    accelerated amortization payments and the Post-ARD Additional Interest are
considered separate from the monthly debt service payments due with   
respect to the mortgage loan.                                         

    As discussed under "Ratings" in this prospectus supplement, the ratings on
the respective classes of offered certificates do not represent any assessment  
of whether any ARD Loan will be paid in full by its anticipated repayment date  
or whether and to what extent Post-ARD Additional Interest will be received.    

In the case of substantially all of the ARD Loans that we intend to   
include in the trust, the related borrower has agreed to enter into a cash      
management agreement no later than the related anticipated repayment date, if   
it has not already done so. The related borrower or the manager of the          
corresponding mortgaged real property will be required under the terms of that  
cash management agreement to deposit or cause the deposit of all revenue from   
that property received after the related anticipated repayment date into a      
designated account controlled by the lender under the ARD Loan.                 

   Amortization of Principal. The table below shows, in months, the original
and, as of the cut-off date, the remaining amortization schedules and terms to  
maturity for the mortgage loans that we expect to back the offered certificates 
or the specified sub-groups of those mortgage loans. For purposes of the        
following table, the ARD Loans are assumed to mature on their respective        
anticipated repayment dates.                                                    

                                                        [Enlarge/Download Table]

                                     BALLOON LOANS    ARD LOANS    ALL MORTGAGE LOANS
                                    ---------------  -----------  -------------------
                                                                                     
ORIGINAL TERM TO MATURITY (MOS.)                                                     
Maximum ..........................        264            121             264         
Minimum ..........................         60            120              60         
Weighted Average .................        110            120             115         
REMAINING TERM TO MATURITY (MOS.)                                                    
Maximum ..........................        224            120             224         
Minimum ..........................         56            113              56         
Weighted Average .................        107            118             112         
ORIGINAL AMORTIZATION TERM (MOS.)                                                    
Maximum ..........................        360            360             360         
Minimum ..........................        144            324             144         
Weighted Average .................        349            359             354         
REMAINING AMORTIZATION TERM (MOS.)                                                   
Maximum ..........................        360            360             360         
Minimum ..........................        143            322             143         
Weighted Average .................        346            357             351         

    Some of the pooled mortgage loans will, in each case, provide for a recast
of the amortization schedule and an adjustment of the scheduled debt service    
payments on the mortgage loan upon application of specified amounts of          
condemnation proceeds or insurance proceeds to pay the related unpaid principal 
balance.                                                                        

 Voluntary Prepayment Provisions. At origination, all the mortgage loans
that we intend to include in the trust, provided for a prepayment lock-out      
period, during which voluntary principal prepayments are prohibited, followed   
by one or more of the following--                                               

o a defeasance period, during which voluntary principal prepayments are   
  prohibited, but the related borrower may obtain a release of the related
mortgaged real property through defeasance,                           

 o a prepayment consideration period, during which voluntary prepayments are
  permitted, subject to the payment of an additional consideration for the
prepayment, and                                                       

o an open prepayment period, during which voluntary principal prepayments 
may be made without any prepayment consideration.                     

    Notwithstanding otherwise applicable lock-out periods, partial prepayments
of some of the pooled mortgage loans may occur under the circumstances          
described under "--Terms and Conditions of the Underlying Mortgage Loans--Other 
Prepayment Provisions" below.                                                   

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The prepayment terms of each of the mortgage loans that we intend to  
include in the trust are more particularly described in Annex A-1 to this       
prospectus supplement.                                                          

    As described below under "--Defeasance Loans", most of the pooled mortgage
loans will permit the related borrower to obtain a full or partial release of   
the corresponding mortgaged real property from the related mortgage lien by     
delivering Government Securities. Except as described below under "--Defeasance 
Loans," none of these mortgage loans will permit defeasance prior to the second 
anniversary of the date of initial issuance of the offered certificates.        

   Prepayment Lock-Out/Defeasance Periods. All of the mortgage loans that we
intend to include in the trust provide for prepayment lock-out periods as of    
the cut-off date. With respect to those mortgage loans--                        

o the maximum remaining prepayment lock-out/defeasance period as of that  
date is 224 months,                                                   

o the minimum remaining prepayment lock-out/defeasance period as of that  
date is 54 months, and                                                

o the weighted average remaining prepayment lock-out/defeasance period as 
of that date is 110 months.                                           

   Two of the mortgage loans, representing 0.6% of the initial mortgage pool
balance, provide for a period, following their initial prepayment lock-out      
periods, when the loan is prepayable with a payment of additional consideration 
for prepayment, but do not provide for defeasance.                              

    Notwithstanding otherwise applicable lock-out periods, partial prepayments
of some of the pooled mortgage loans may occur under the circumstances          
described under "--Terms and Conditions of the Underlying Mortgage Loans--Other 
Prepayment Provisions" below.                                                   

 Prepayment Consideration. Following their respective initial prepayment
lock-out periods, two of the mortgage loans that we intend to include in the    
trust, representing 0.6% of the initial mortgage pool balance, provide for the  
payment of prepayment consideration in connection with a voluntary prepayment   
during part of the loan term. That prepayment consideration will equal either   
an amount calculated based on a yield maintenance formula or the greater of--   

o an amount calculated based on a yield maintenance formula, and          

o a percentage of the amount prepaid.                                     

  Prepayment premiums and yield maintenance charges received on the pooled
mortgage loans, whether in connection with voluntary or involuntary             
prepayments, will be allocated and paid to the persons, in the amounts and in   
accordance with the priorities described under "Description of the Offered      
Certificates--Payments--Payments of Prepayment Premiums and Yield Maintenance   
Charges" in this prospectus supplement. Limitations may exist under applicable  
state law on the enforceability of the provisions of the pooled mortgage loans  
that require payment of prepayment premiums or yield maintenance charges.       
Neither we nor the underwriters make any representation or warranty as to the   
collectability of any prepayment premium or yield maintenance charge with       
respect to any of the mortgage loans included in the trust. See "Risk           
Factors--Some Provisions in the Mortgage Loans Underlying Your Offered          
Certificates May Be Challenged as Being Unenforceable--Prepayment Premiums,     
Fees and Charges" and "Legal Aspects of Mortgage Loans--Default Interest and    
Limitations on Prepayments" in the accompanying prospectus.                     

  Open Prepayment Periods. Ninety-two of the mortgage loans that we intend
to include in the trust, representing 77.5% of the initial mortgage pool        
balance, provide for an open prepayment period. That open prepayment period     
generally begins one to six months prior to stated maturity or, in the case of  
an ARD Loan, prior to the related anticipated repayment date.                   

   Other Prepayment Provisions. Most of the mortgage loans that we intend to
include in the trust provide that condemnation proceeds and insurance proceeds  
may be applied to reduce the mortgage loan's principal balance, to the extent   
such funds will not be used to repair the improvements on the mortgaged real    
property or given to the related borrower.                                      

Investors should not expect any prepayment consideration to be paid in
connection with any mandatory partial prepayment described in the prior         
paragraph.                                                                      

  Defeasance Loans. One hundred thirty-three of the mortgage loans that we
intend to include in the trust, representing 99.4% of the initial mortgage pool 
balance, permit the respective borrowers to defease the subject mortgage loan   
in whole or, in some cases, in part, during a period that voluntary prepayments 
are prohibited.                                                                 

Each of these mortgage loans permits the related borrower, during     
specified periods and subject to specified conditions, to defease the mortgage  
loan by pledging to the holder of the mortgage loan the requisite amount of     
Government Securities and obtaining a release of the related mortgaged real     
property or, if applicable, one or more of the related mortgaged real           
properties.                                                                     

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In general, the Government Securities that are to be delivered in     
connection with the defeasance of any mortgage loan, must provide for a series  
of payments that--                                                              

o will be made prior, but as closely as possible, to all successive due   
dates through and including the maturity date or, if applicable, the  
related anticipated repayment date, and                               

o will, in the case of each due date, be in a total amount equal to or    
   greater than the scheduled debt service payment, including any applicable
   balloon payment, scheduled to be due or deemed due on that date, with any
excess to be returned to the related borrower.                        

For purposes of the foregoing, ARD Loans are treated as if they were balloon    
loans that mature on their respective anticipated repayment dates.              

   If fewer than all of the real properties securing any particular mortgage
loan or group of cross-collateralized mortgage loans are to be released in      
connection with any defeasance, the requisite defeasance collateral will be     
calculated to equal 115% to 125% of the allocated loan amount for the           
properties to be released.                                                      

In connection with any delivery of defeasance collateral, the related 
borrower will be required to deliver a security agreement granting the trust a  
first priority security interest in the collateral, together with an opinion of 
counsel confirming the first priority status of the security interest. Also, a  
borrower will generally be required to deliver a certification from an          
independent accounting firm to the effect that the defeasance collateral is     
sufficient to make all scheduled debt service payments under the related        
mortgage loan through maturity or, if applicable, the related anticipated       
repayment date.                                                                 

   With two exceptions, none of the mortgage loans that we intend to include
in the trust may be defeased prior to the second anniversary of the date of     
initial issuance of the certificates. The exceptions referred to in the         
preceding sentence are two mortgage loans, representing 0.7% of the initial     
mortgage pool balance, that may be defeased at any time on or after March 10,   
2003. Each of those mortgage loans is the primary asset of a single loan REMIC. 
See "--Repurchase of Early Defeasance Mortgage Loans" below.                    

  Due-on-Sale and Due-on-Encumbrance Provisions. All of the mortgage loans
that we intend to include in the trust contain both a due-on-sale clause and a  
due-on-encumbrance clause. In general, except for the permitted transfers       
discussed below in this "--Due-on-Sale and Due-on-Encumbrance Provisions"       
subsection, these clauses either:                                               

o permit the holder of the related mortgage to accelerate the maturity of 
the mortgage loan if the borrower sells or otherwise transfers or     
encumbers the corresponding mortgaged real property, or               

o prohibit the borrower from transferring or encumbering the corresponding
    mortgaged real property without the consent of the holder of the mortgage.

 See, however, "Risk Factors--The Investment Performance of Your Offered
Certificates Will Depend on Payments, Defaults and Losses on the Underlying     
Mortgage Loans; and Those Payments, Defaults and Losses May Be Highly           
Unpredictable--Delinquencies, Defaults and Losses on the Underlying Mortgage    
Loans May Affect the Amount and Timing of Payments on Your Offered              
Certificates; and the Rate and Timing of Those Delinquencies and Defaults, and  
the Severity of Those Losses, Are Highly Unpredictable" and "--Some Provisions  
in the Mortgage Loans Underlying Your Offered Certificates May Be Challenged as 
Being Unenforceable--Due-on-Sale and Debt Acceleration Clauses" and "Legal      
Aspects of Mortgage Loans--Due on Sale and Due-on-Encumbrance Provisions" in    
the accompanying prospectus.                                                    

 All of the mortgage loans that we intend to include in the trust permit
one or more of the following types of transfers:                                

o transfers of the corresponding mortgaged real property if specified     
    conditions are satisfied, which conditions normally include one or both of
the following--                                                       

 1. confirmation by each applicable rating agency that the transfer will
    not result in a qualification, downgrade or withdrawal of any of its
then current ratings of the certificates, or                    

2. the reasonable acceptability of the transferee to the lender;      

o a transfer of the corresponding mortgaged real property to a person that
is affiliated with or otherwise related to the borrower;              

 o transfers by the borrower of the corresponding mortgaged real property to
specified entities or types of entities;                              

o issuance by the borrower of new partnership or membership interests;    

o changes in ownership between existing shareholders, partners or members,
as applicable, of the related borrower;                               

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o a transfer of non-controlling ownership interests in the related        
borrower;                                                             

o transfers of interests in the related borrower for estate planning      
purposes or otherwise upon the death of a principal; or               

o other transfers similar in nature to the foregoing.                     

MORTGAGE POOL CHARACTERISTICS                                                   

  A detailed presentation of various characteristics of the mortgage loans
that we intend to include in the trust, and of the corresponding mortgaged real 
properties, on an individual basis and in tabular format, is shown on Annex     
A-1, Annex A-2, Annex A-3 and Annex B to this prospectus supplement. The        
statistics in the tables and schedules on Annex A-1, Annex A-2, Annex A-3 and   
Annex B to this prospectus supplement were derived, in many cases, from         
information and operating statements furnished by or on behalf of the           
respective borrowers. The information and the operating statements were         
generally unaudited and have not been independently verified by us or the       
underwriters.                                                                   

SIGNIFICANT UNDERLYING MORTGAGE LOANS                                           

  General. The mortgage pool will include four mortgage loans with cut-off
date principal balances that are greater than 5% of the initial mortgage pool   
balance.                                                                        

The Chrysler Building Mortgage Loan.                                  

   General. The Chrysler Building Mortgage Loan, which is the senior loan of
an A/B note structure, has a cut-off date principal balance of $180,000,000,    
representing 13.0% of the initial mortgage pool balance. The Chrysler Building  
Mortgage Loan, which is the senior loan in the A/B note structure, and the      
Chrysler Building Companion Loan, which is the junior loan in the A/B note      
structure, are secured by a first priority mortgage lien on the leasehold       
interest of the related borrower in the Chrysler Building Mortgaged Property, a 
77-story class A office building with a total of 1,196,972 square feet located  
in New York City, New York. See "--The Chrysler Building" below.                

 The Chrysler Building Mortgage Loan and the Chrysler Building Companion
Loan are cross-defaulted. As of the cut-off date, the unpaid principal balance  
of the Chrysler Building Companion Loan was $40,000,000. The Chrysler Building  
Companion Loan is not part of the trust.                                        

S&P and Fitch have confirmed to us that the Chrysler Building Mortgage
Loan has, in the context of its inclusion in the trust, credit characteristics  
consistent with that of an obligation rated investment grade by each of S&P and 
Fitch. S&P and Fitch have also confirmed to us that the Chrysler Building       
Companion Loan has credit characteristics consistent with that of an obligation 
rated investment grade.                                                         

The Borrower and Sponsor. The borrower under the Chrysler Building    
Mortgage Loan is TST/TMW 405 Lexington, L.P., a special purpose limited         
partnership ultimately controlled by Tishman Speyer/Travelers Real Estate       
Venture, L.P., a private real estate limited partnership. Tishman Speyer is     
affiliated with Tishman Speyer Properties, L.P., which, together with its       
affiliates, is a leading owner/builder/manager of office properties. In         
addition to the Chrysler Building Mortgaged Property, which, together with the  
adjacent East Building, which is comprised of offices and street- and           
arcade-level retail stores, and the retail structure known as the Pyramids,     
forms the approximately 1.9 million square foot Chrysler Center, Tishman Speyer 
Properties owns and/or manages several other New York landmark or trophy        
buildings, including Rockefeller Center and office buildings at 666 Fifth       
Avenue and 1301 Avenue of the Americas. Tishman Speyer Properties has also      
developed or acquired approximately 36 million square feet of real estate,      
consisting primarily of high-profile office buildings in major urban markets in 
the United States and Europe in addition to mixed-use, retail, residential and  
entertainment centers. A 75% limited partnership interest in the borrower is    
held by ProVictor Property Fund VI, L.P., an affiliate of TMW Real Estate       
Group, LLC and ERGO Trust GmbH, an entity related to ERGO Verisicherungsgruppe  
AG. TMW, which was founded in 1982, is an investment management fund based in   
Atlanta, Georgia that manages German investment in U.S. properties. ERGO        
Verisicherungsgruppe AG is the second largest German insurance company.         

Interest Rate; Application of Interest and Principal Payments;        
Prepayments; Defeasance. Each of the Chrysler Building Mortgage Loan and the    
Chrysler Building Companion Loan is an ARD Loan with an anticipated repayment   
date of July 11, 2011 and a stated maturity of July 11, 2031. Each of the       
Chrysler Building Mortgage Loan and the Chrysler Building Companion Loan will   
accrue interest on an Actual/360 Basis.                                         

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   Until the anticipated repayment date, the Chrysler Building Mortgage Loan
will accrue interest at 6.910% per annum. From and after its anticipated        
repayment date, the Chrysler Building Mortgage Loan will accrue interest at a   
revised rate equal to the greater of (a) 10.910% per annum and (b) a specified  
treasury rate plus 4%.                                                          

    On the eleventh day of each month through and including June 11, 2003, the
borrower is required to make monthly payments of interest only. Thereafter, on  
the eleventh day of each month starting with July 11, 2003, through and         
including the maturity date, the borrower will be required to make a constant   
monthly debt service payment, reflecting a 30-year amortization schedule, on    
both the Chrysler Building Mortgage Loan and the Chrysler Building Companion    
Loan equal to $1,450,392.11. Commencing with the first due date following the   
cut-off date, that debt service payment will be applied:                        

     o first, to pay unpaid interest, other than Post-ARD Additional Interest,
       accrued on the principal balance of the Chrysler Building Mortgage Loan
at its annual mortgage interest rate;                           

     o second, following the initial interest-only period, to pay principal on
       the Chrysler Building Mortgage Loan in accordance with the amortization
schedule described below;                                       

     o third, to pay unpaid interest, other than Post-ARD Additional Interest,
   accrued on the principal balance of the Chrysler Building Companion
   Loan at an annual rate, after taking into account all its component
rates, that will equal 6.910% per annum;                        

    o fourth, to pay principal on the Chrysler Building Mortgage Loan, until
       the principal balance of the Chrysler Building Mortgage Loan is reduced
to zero; and                                                    

    o fifth, to pay principal on the Chrysler Building Companion Loan, until
the principal balance of the Chrysler Building Companion Loan is
reduced to zero.                                                

  The amounts applied pursuant to clause second of the preceding paragraph
will be applied to pay principal on the Chrysler Building Mortgage Loan in      
accordance with an amortization schedule that would have amortized the Chrysler 
Building Mortgage Loan and the Chrysler Building Companion Loan over a period   
of approximately 30 years from the end of the initial interest-only period      
based on an interest rate of 6.910% per annum.                                  

The borrower is also required to make the reserve and escrow payments 
described under "--Reserves and Escrows" below.                                 

From and after its anticipated repayment date, the borrower must apply
certain excess cash flow from the Chrysler Building Mortgaged Property toward   
additional amortization of the Chrysler Building Mortgage Loan. The payment of  
any Post-ARD Additional Interest accrued on the Chrysler Building Mortgage Loan 
will be deferred until the total principal balance of the Chrysler Building     
Loan Pair is repaid in full. To the extent permitted by law, that Post-ARD      
Additional Interest will compound at the revised interest rate.                 

In the event of a partial prepayment of the Chrysler Building Mortgage
Loan due to the receipt of insurance proceeds or a condemnation award as a      
result of a casualty or condemnation, the monthly debt service payment will be  
recast in order to fully amortize the remaining balance of the Chrysler         
Building Mortgage Loan and the Chrysler Building Companion Loan over their      
remaining amortization term.                                                    

The borrower is prohibited from voluntarily prepaying the Chrysler    
Building Mortgage Loan or the Chrysler Building Companion Loan prior to April   
11, 2011. From and after April 11, 2011, the borrower may prepay the Chrysler   
Building Mortgage Loan and the Chrysler Building Companion Loan, in whole or in 
part, without payment of any prepayment consideration. However, the borrower    
may not prepay the Chrysler Building Companion Loan while any portion of the    
unpaid principal balance of the Chrysler Building Mortgage Loan is outstanding. 

The borrower may defease the Chrysler Building Mortgage Loan and the  
Chrysler Building Companion Loan, together, in whole only, on any due date      
after July 2003 and prior to the anticipated repayment date, and by doing so    
obtain the release of the Chrysler Building Mortgaged Property. Such a          
defeasance will be effected by the borrower's pledging substitute collateral    
that consists of Government Securities that produce payments which replicate    
the payment obligations of the borrower under the Chrysler Building Loan Pair   
and are sufficient to pay-off the Chrysler Building Loan Pair in its entirety   
on its anticipated repayment date.                                              

    The borrower's right to defease the Chrysler Building Loan Pair is subject
to S&P and Fitch, each confirming that the defeasance would not result in a     
qualification, downgrade or withdrawal of the ratings then assigned to any      
class of series 2001-C3 certificates by that rating agency.                     

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Mezzanine Financing: The borrower's principals have pledged their     
ownership interests in the borrower, simultaneously with the closing of the     
Chrysler Building Mortgage Loan, to secure a loan in the principal amount of    
$30,000,000 from HypoVereinsbank, subject to the conditions specified in the    
loan documents and the terms of an intercreditor agreement.                     

Servicing of the Chrysler Building Loan Pair. The master servicer and 
special servicer will service and administer both the Chrysler Building         
Mortgage Loan and the Chrysler Building Companion Loan pursuant to the pooling  
and servicing agreement for so long as the Chrysler Building Mortgage Loan is   
part of the trust. However, if the Chrysler Building Mortgage Loan is purchased 
out of the trust, then both of those loans will be serviced and administered in 
accordance with a separate servicing agreement. In the event that the Chrysler  
Building Mortgage Loan becomes specially serviced and, further, a scheduled     
payment on the Chrysler Building Mortgage Loan or the Chrysler Building         
Companion Loan is at least 60 days delinquent, the holder of the Chrysler       
Building Companion Loan will be entitled to purchase the Chrysler Building      
Mortgage Loan from the trust at a price generally equal to the unpaid principal 
balance of the Chrysler Building Mortgage Loan, together with all unpaid        
interest on that loan at the related mortgage interest rate and any outstanding 
servicing expenses for which the borrower is responsible. No prepayment         
consideration will be payable in connection with such a purchase of the         
Chrysler Building Mortgage Loan. Further, if the principal amount of the        
Chrysler Building Companion Loan, less any existing related Appraisal Reduction 
Amount calculated in respect of the Chrysler Building Loan Pair, is at least    
equal to 50% of the original principal amount of that loan, the holder of the   
Chrysler Building Companion Loan will be entitled to advise and direct the      
special servicer with respect to certain specified actions generally involving  
foreclosure or material modification of the Chrysler Building Mortgage Loan and 
the Chrysler Building Companion Loan. However, no advice or direction may       
require or cause the special servicer to violate any provision of the pooling   
and servicing agreement, including the special servicer's obligation to act in  
accordance with the Servicing Standard. See "Servicing of the Underlying        
Mortgage Loans--The Series 2001-C3 Controlling Class Representative and the     
Chrysler Building Companion Loan Noteholder" in this prospectus supplement.     

   The Chrysler Building. The Chrysler Building is a 77-story class A trophy
office building with a total of 1,196,972 rentable square feet located in New   
York, New York. The building is centrally located in midtown Manhattan on       
Lexington Avenue and 42nd Street, directly across from Grand Central Station.   
The Chrysler Building was constructed in 1929 and is a U.S. national historic   
landmark building and one of New York City's most recognizable structures.      
Since acquiring the building in 1998, the borrower has invested approximately   
$65.5 million in a renovation program that provided updated building services   
including safety, mechanical and electrical features, tenant improvements, and  
preserving and enhancing the Chrysler Building's art deco design. Amenities at  
the Chrysler Building include camera security, 24-hour security personnel,      
arcade and ground level retail stores and restaurants, bank facilities,         
below-grade concourses and walkways that connect to Grand Central Station.      
Adjoining the Chrysler Building are the newly developed retail structure known  
as the Pyramids on 42nd Street and the East Building at 666 Third Avenue,       
neither of which are part of the loan collateral, but which together with the   
Chrysler Building comprise the overall 1,939,539 square foot Chrysler Center    
complex. Major tenants at the Chrysler Building Mortgaged Property include the  
law firms Swidler Berlin Shereff Friedman LLP, Jenkens & Gilchrist Parker       
Chapin LLP and Blank Rome Tenzer Greenblatt LLP, the U.N. Office for Project    
Services and Prudential Securities. As of March 1, 2001, the overall occupancy  
for the Chrysler Building was 98.7%.                                            

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The tables below provide the indicated information regarding tenants and    
leases at the Chrysler Building.

FIVE LARGEST TENANTS AT THE CHRYSLER BUILDING 

                                                        [Enlarge/Download Table]

TENANT                                            SQUARE FEET    AS % OF TOTAL SQUARE FEET    LEASE EXPIRATION
------                                           -------------  ---------------------------  -----------------
                                                                                                              
Swidler Berlin Shereff Friedman LLP ............    122,322                 10.2%                 1/31/2016   
Jenkens & Gilchrist Parker Chapin LLP ..........    103,731                  8.7%                 6/30/2015   
U.N. Office for Project Services ...............     79,615                  6.7%                12/31/2014   
Blank Rome Tenzer Greenblatt LLP ...............     74,446                  6.2%                 5/31/2009   
Prudential Securities ..........................     51,083                  4.3%                 6/30/2015   
                                                    -------                 ----                              
TOTAL ..........................................    431,197                 36.1%                             

The following should be noted with respect to the table above--       

o The information provided is based on the March 1, 200l rent roll.       

o The total rentable area percentage presented may not reflect the exact  
sum of the information in the related column due to rounding.         

LEASE EXPIRATION SCHEDULE FOR THE CHRYSLER BUILDING 

                                                        [Enlarge/Download Table]

YEAR                                EXPIRING SQUARE FEET    AS % OF TOTAL SQUARE FEET    CUMULATIVE %
----                               ----------------------  ---------------------------  -------------
                                                                                                     
2001 .............................           12,656                     1.1%                  1.1%   
2002 .............................           88,044                     7.4%                  8.4%   
2003 .............................           18,089                     1.5%                  9.9%   
2004 .............................           64,992                     5.4%                 15.4%   
2005 .............................           58,822                     4.9%                 20.3%   
2006 .............................           35,487                     3.0%                 23.2%   
2007 .............................           14,925                     1.2%                 24.5%   
2008 .............................            4,519                     0.4%                 24.9%   
2009 .............................          178,749                    14.9%                 39.8%   
2010 .............................          148,670                    12.4%                 52.2%   
2011 and beyond ..................          556,950                    46.5%                 98.7%   
Vacant ...........................           15,069                     1.3%                100.0%   
                                          ---------                   -----                          
TOTAL ............................        1,196,972                   100.0%                         

5 year average rollover ..........           48,521                     4.1%                         
7 year average rollover ..........           41,859                     3.5%                         

The following should be noted with respect to the table above--           

o The information is based on the March 1, 2001 rent roll.                

o The total square feet percentage presented may not reflect the exact sum
of the information in the related columns due to rounding.            

o The average rollover information shown at the bottom of the table       
excludes vacant space.                                                

  Property Management. The Chrysler Building Mortgaged Property is managed
by Tishman Speyer Properties, L.P., an affiliate of the borrower.               

Cut-off Date Loan-to-Value Ratio. Based on an appraisal conducted in  
February 2001 by a third-party appraiser, the appraised value of the Chrysler   
Building Mortgaged Property is $415,000,000. Based on that appraised value, the 
Chrysler Building Mortgage Loan has a Cut-off Date Loan-to-Value Ratio of       
43.4%, and the combined Cut-off Date Loan-to-Value Ratio for the Chrysler       
Building Mortgage Loan and the Chrysler Building Companion Loan is 53.0%.       

 Underwritten Debt Service Coverage Ratio. The U/W Net Cash Flow for the
Chrysler Building Mortgaged Property was calculated to be $31,285,898. Based on 
that U/W Net Cash Flow, the Chrysler Building Mortgage Loan has an              

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Underwritten Debt Service Coverage Ratio of 2.14:1, and the combined            
Underwritten Debt Service Coverage Ratio for the Chrysler Building Mortgage     
Loan and the Chrysler Building Companion Loan is 1.80:1.                        

Reserves and Escrows. The borrower is required to make monthly escrow 
payments for the payment of insurance and replacement reserves with respect to  
the Chrysler Building Mortgaged Property. The borrower is also required to make 
escrow payments for business improvement district taxes. Pursuant to the terms  
of the loan documents, the borrower will be required to make monthly real       
estate tax escrow payments upon the removal of the tax exemption described      
under "--Ground Lease" below. Additionally, Tishman Speyer/Travelers delivered  
a completion guaranty with respect to certain capital improvements at the       
Chrysler Building Mortgaged Property. Further, Tishman Speyer/Travelers and     
ERGO Versicherungsgruppe AG, jointly and severally, guaranteed certain unfunded 
leasing obligations under certain leases.                                       

Lockbox. The borrower has established a lockbox account into which all
rents, income and revenues received by or on behalf of the borrower in respect  
of the Chrysler Building Mortgaged Property are deposited. All funds on deposit 
in the lockbox account are to be swept into a cash management account           
controlled by the mortgagee. On each due date, amounts on deposit in the cash   
management account are to be applied in respect of the Chrysler Building Loan   
Pair and the Chrysler Building Mortgaged Property in the manner specified in    
the related loan documents, with amounts representing monthly debt service      
payments applied in the order of priority described under "--Interest Rate;     
Application of Interest and Principal Payments; Prepayments; Defeasance" above. 

 Ground Lease. The related mortgage encumbers the borrower's interest as
ground lessee under a long term ground lease, which expires on December 31,     
2147. The base ground rent payment is currently $5,500,000 per year. The        
borrower is also responsible for the payment of certain additional rent         
payments, including, without limitation, tax equivalency payments. The Chrysler 
Building Mortgaged Property receives the benefit of a tax exemption because the 
fee owner is a non-profit organization. The ground lease provides that to the   
extent the premises are exempt from the payment of real estate taxes, the       
ground lessee is to pay an amount, in the form of tax equivalency payments, to  
the ground lessor equal to the real estate taxes which would have been payable  
but for the exemption. Upon the removal of the tax payment exemption, which     
will occur following a sale of the fee interest by the current ground lessor or 
for any other reason which causes the property not to be entitled to the        
exemption under New York law, the ground lessee will be responsible for the     
payment of real estate taxes directly to the taxing authority. Pursuant to the  
terms of the ground lease, the ground lessee is entitled to a rent credit equal 
to $83,333.33 per month through June 30, 2003 due to the reduction in the       
assessed valuation of the Chrysler Building Mortgaged Property for certain tax  
years and the resulting overpayment to the ground lessor of the tax equivalency 
payments during the overpayment period. Certain space tenants, which occupied   
space during the overpayment period may be entitled to share in the monthly     
rent credit pursuant to the terms of their respective leases.                   

The Cape Cod Mall Mortgage Loan.                                                

General. The Cape Cod Mall Mortgage Loan has a cut-off date principal 
balance of $99,694,017, representing 7.2% of the initial mortgage pool balance. 
The Cape Cod Mall Mortgage Loan is secured by a first priority mortgage lien on 
the fee simple and ground leasehold interests of the borrower in three anchor   
spaces and the in-line mall space of the Cape Cod Mall. The Cape Cod Mall is a  
regional mall located in Hyannis, Massachusetts containing 472,598 square feet  
of anchor/major tenant space and 255,008 square feet of in-line mall space for  
an aggregate of 727,606 net rentable square feet.                               

 S&P and Fitch have confirmed to us that the Cape Cod Mall Mortgage Loan
has, in the context of its inclusion in the trust, credit characteristics       
consistent with that of an obligation rated investment grade of each of S&P and 
Fitch.                                                                          

 The Borrower and Sponsor. The borrower under the Cape Cod Mall Mortgage
Loan is Mayflower Cape Cod LLC, a special purpose Delaware limited liability    
company. The sole member of the borrower is Mayflower Realty LLC. The managing  
member of Mayflower Realty LLC is SPG Mayflower, LLC. The managing member of    
SPG Mayflower, LLC is Simon Property Group, L.P. Other members of Mayflower     
Realty LLC are entities which are owned by the New York State Teachers'         
Retirement System, the Teachers Insurance and Annuity Association of America    
and JP Morgan Investment Management Inc. Simon Property Group, Inc., together   
with Simon Property Group, L.P., its affiliated management company, owns or     
manages approximately 190 million square feet of gross leasable area in retail  
and mixed-use projects, and attracts over two billion shopping visitors         
annually to its properties. Simon Property Group, Inc. is a publicly traded     
real estate company listed on the New York Stock Exchange under the symbol SPG. 
As of May 31, 2001, Simon Property Group, Inc. owned or had an interest in      
approximately 250 properties.                                                   

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   Interest Rate; Application of Payments; Prepayments; Defeasance. The Cape
Cod Mall Mortgage Loan has a 10-year term with a stated maturity of March 11,   
2011. The Cape Cod Mall Mortgage Loan will bear interest on an Actual/360       
Basis. Until its maturity date, the Cape Cod Mall Mortgage Loan will accrue     
interest at a rate of 6.797% per annum.                                         

On the eleventh day of each month, continuing through and including   
February 2011, the borrower will be required to make a constant monthly debt    
service payment on the Cape Cod Mall Mortgage Loan equal to $651,725.37, and on 
the stated maturity date, the borrower will be required to make a balloon       
payment of $86,748,343.                                                         

The borrower is also required to make reserve and escrow payments as  
described under "--Reserves, Escrows and Letters of Credit" below.              

 The borrower is prohibited from voluntarily prepaying the Cape Cod Mall
Mortgage Loan until the due date that is three months prior to the maturity     
date, from which date and on any other due date following, the borrower may     
prepay the Cape Cod Mall Mortgage Loan in whole without payment of any          
prepayment consideration.                                                       

  The borrower may defease the Cape Cod Mall Mortgage Loan in whole on any
due date after the due date in July 2003 and by doing so, obtain the release of 
the Cape Cod Mall Mortgaged Property. A defeasance will be effected by the      
borrower's pledging Government Securities as substitute collateral that produce 
payments which replicate the payment obligations of the borrower under the Cape 
Cod Mall Mortgage Loan and pay off the Cape Cod Mall Mortgage Loan in its       
entirety on its maturity date.                                                  

    The borrower's right to defease the Cape Cod Mall Mortgage Loan is subject
to S&P and Fitch each confirming that the defeasance would not result in a      
qualification, downgrade or withdrawal of the ratings then assigned to any      
class of series 2001-C3 certificates by that rating agency.                     

 The Cape Cod Mall. The Cape Cod Mall is a 727,606 square foot enclosed,
regional mall located in Hyannis, Massachusetts. The Cape Cod Mall opened in    
1971, was expanded in 1978, and renovated in 1986. In 2000, the borrower        
completed a renovation and expansion project totaling approximately $55         
million. The mall's five anchors are Sears, Macy's, Filene's, Marshall's and    
Best Buy, which occupy 395,100 square feet of space or 54.3% of the total gross 
leasable area. The stores and pads for Filene's and Macy's are not part of the  
collateral for the Cape Cod Mall Mortgage Loan. In-line mall space totals       
255,008 square feet of space or 35.0% of the total gross leasable area. Major   
tenants include Barnes & Noble and Hoyt's Cinema, together comprising 77,498    
square feet of space or 10.7% of the gross leasable area. Barnes & Noble is     
expected to open in the fall of 2001. In-line mall sales for 2000 were reported 
to be approximately $484 per square foot, based on comparable sales under       
10,000 square feet, and in-line tenant occupancy costs as a percentage of       
sales, based on an analysis of base rent and reimbursement information provided 
by the borrower's property manager, were 12.3% as of December 31, 2000. As of   
February 28, 2001, based on square footage leased, in-line occupancy is 97.8%   
and overall mall occupancy, including the Barnes & Noble space expected to open 
in fall 2001 and The Gap expansion spaces, is 99.3%.                            

  The table below provides the indicated information regarding tenants and
leases at the Cape Cod Mall.                                                    

GROSS LEASABLE AREA (GLA) OVERVIEW OF CAPE COD MALL 

                                                                [Download Table]

            STORE              SQUARE FEET  AS % OF GLA  LEASE EXPIRATION
            -----              -----------  -----------  ----------------
                                                                         
ANCHORS                                                                  
Sears ........................   135,187       18.6%          11/2019    
Macy's .......................   118,789       16.3%            NAP      
Filene's .....................    80,931       11.1%            NAP      
Marshalls ....................    30,728        4.2%          1/2015     
Best Buy .....................    29,465        4.1%          1/2015     
                                 -------      -----           -------    
TOTAL ANCHOR SPACE ...........   395,100       54.3%                     
MAJOR TENANTS                                                            
 Hoyt's Cinema ...............    48,299        6.6%          12/2019    
 Barnes & Noble ..............    29,199        4.0%          10/2011    
                                 -------      -----                      
TOTAL MAJOR TENANT SPACE......    77,498       10.7%                     
TOTAL IN-LINE MALL SPACE .....   255,008       35.0%                     
                                 -------      -----                      
TOTAL GLA ....................   727,606      100.0%                     

 The following should be noted with respect to the immediately foregoing
table--                                                                         

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o The information provided is based on the February 28, 2001 rent roll,   
including The Gap expansion spaces and Barnes & Noble construction.   

o The total GLA percentage presented may not reflect the exact sum of the 
information in the related column due to rounding.                    

o NAP means not applicable regarding anchor lease expiration as the       
applicable anchors own their improvements and pads.                   

FIVE LARGEST IN-LINE TENANTS AT THE CAPE COD MALL 

                                                                [Download Table]

        TENANT             SQUARE FEET     LEASE EXPIRATION DATE
        ------             -----------     ---------------------
                                                                
 Record Town ..........       11,962                1/2011      
 Gap Body .............       10,969                1/2009      
 Express ..............       10,054                1/2003      
 CVS ..................        8,972                1/2008      
 Lane Bryant ..........        8,775                1/2003      
                              ------                            
 TOTAL ................       50,732                            


  The information provided in the table above is based on the February 28,
2001 rent roll, including The Gap expansion space.                              

LEASE EXPIRATION SCHEDULE FOR IN-LINE TENANTS AT THE CAPE COD MALL

                                                        [Enlarge/Download Table]

                                  EXPIRING IN-LINE     AS % OF TOTAL     CUMULATIVE IN-LINE
YEAR                                 SQUARE FEET    IN-LINE SQUARE FEET    SQUARE FEET %   
----                              ----------------  -------------------  ------------------
                                                                                           
2001 ............................        2,749               1.1%                1.1%      
2002 ............................       16,197               6.4%                7.4%      
2003 ............................       26,238              10.3%               17.7%      
2004 ............................        3,980               1.6                19.3%      
2005 ............................       11,040               4.3%               23.6%      
2006 ............................        7,385               2.9%               26.5%      
2007 ............................            0               0.0%               26.5%      
2008 ............................       10,322               4.0%               30.6%      
2009 ............................       61,500              24.1%               54.7%      
2010 ............................       50,354              19.7%               74.4%      
2011 and beyond .................       59,658              23.4%               97.8%      
Vacant ..........................        5,585               2.2%              100.0%      
                                       -------             -----               -----       
TOTAL ...........................      255,008             100.0%                          

5 year average rollover .........       12,041               4.7%                          
7 year average rollover .........        9,656               3.8%                          

The following should be noted with respect to the table above--           

 o The information is based on the February 28, 2001 rent roll including The
Gap expansion spaces.                                                 

o The total in-line square feet percentage presented may not reflect the  
exact sum of the information in the related column due to rounding.   

o The average rollover information shown at the bottom of the table       
excludes vacant space.                                                

    Property Management. The Cape Cod Mall is managed by Simon Property Group,
L.P., an affiliate of the borrower.                                             

  Environmental Summary. In or about 1991, perchloroethylene contamination
was identified in ground water beneath the Cape Cod Mall Mortgaged Property,    
resulting from discharges of dry cleaning solvents from a dry cleaner located   
at an adjoining property southwest of the Cape Cod Mall Mortgaged Property. The 
adjoining property owner and/or the dry                                         

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cleaner performed remediation at the adjoining property and received            
acknowledgement from the Massachusetts Department of Environmental Protection   
that no further action was required at the adjoining property. A September 2000 
third party environmental report concerning the Cape Cod Mall Mortgaged         
Property recommended natural attenuation and monitoring as the preferred method 
of remediation. In connection with the origination of the Cape Cod Mall         
Mortgage Loan, the borrower and the mortgagee entered into a general            
environmental indemnity agreement, and Simon Property Group, L.P., an affiliate 
of the borrower, entered into an indemnity agreement with the mortgagee, under  
which it agreed to indemnify the mortgagee for any costs imposed upon the       
mortgagee associated with the ground water contamination until such time that   
the Massachusetts Department of Environmental Protection acknowledges that no   
further action is required at the Cape Cod Mall Mortgaged Property.             

Cut-off Date Loan-to-Value Ratio. Based upon an appraisal conducted in
March 2001 by a third-party appraiser, the appraised value of the Cape Cod Mall 
Property is $160,000,000. Based upon that appraised value, the Cape Cod Mall    
Mortgage Loan has a Cut-off Date Loan-to-Value-Ratio of 62.3%.                  

 Underwritten Debt Service Coverage Ratio. The U/W Net Cash Flow for the
Cape Cod Mall Mortgaged Property was calculated to be $13,105,519. Based on     
that U/W Net Cash Flow, the Cape Cod Mall Mortgage Loan has an Underwritten     
Debt Service Coverage Ratio of 1.68:1.                                          

  Reserves, Escrows and Letters of Credit. The borrower under the Cape Cod
Mall Mortgage Loan is required to make monthly payments for (i) taxes, (ii)     
rents and all charges under each ground lease and (iii) the purchase price to   
exercise the option to purchase under the ground lease with Unifam, Inc. In     
lieu of reserves for monthly payments for repairs, replacements and the payment 
of tenant improvements and/or leasing commissions, these payments have been     
guaranteed by Mayflower Realty LLC, the sole member of the borrower.            

With respect to three recently executed leases with Gap/Gap Body, Gap 
Kids/Baby Gap and the Bombay Company, the borrower will be required to deliver  
one or more letters of credit up to an aggregate amount equal to $3,040,000,    
if, by February 28, 2002, these tenants have not commenced making lease         
payments and opened for business. Mayflower Realty LLC executed a payment and   
guaranty agreement to pay the above mentioned sum in the event the borrower     
fails to deliver such letters of credit.                                        

With respect to the recently executed lease with Barnes & Noble, the  
borrower posted a letter of credit in the amount of $6,940,000, which amount    
equals 125% of the loan proceeds attributable to the annual income from the     
Barnes & Noble lease. Barnes & Noble is scheduled to commence making lease      
payments and take occupancy in the fall of 2001. If, as of February 28, 2002    
and again, as of February 28, 2003, the letter of credit has not been released  
because the conditions described below have not yet been satisfied, the         
borrower is required to extend the letter of credit and increase the amount of  
such letter of credit. If the borrower fails to deliver any of the additional   
letters of credit with respect to the Barnes & Noble lease, the mortgagee may   
draw on the letter of credit and hold the cash as additional collateral.        

Any of the above-described letters of credit may be released to the   
borrower upon the satisfaction of certain conditions, including the receipt by  
the mortgagee of acceptable tenant estoppel certificates stating that certain   
conditions have been satisfied; provided, however, to the extent such tenant    
estoppel has not been provided to the mortgagee by February 28, 2002 with       
respect to The Gap leases or the Bombay Company lease, or by such date to which 
the related letter of credit may have been extended, with respect to the Barnes 
and Noble lease, or in any event at any time upon the occurrence of an event of 
default under the Cape Cod Mall Mortgage Loan, the mortgagee may draw on the    
related letter of credit and hold the cash as additional collateral. On the     
first date on which defeasance is permitted, the mortgagee may use the proceeds 
of such letter of credit to purchase government securities to secure a portion  
of the Cape Cod Mall Mortgage Loan.                                             

 Lockbox. All rents are deposited in a lockbox account and the funds are
swept to an account designated and controlled by the mortgagee.                 

    Ground Leases. In addition to the mortgage on the borrower's fee interest,
the Cape Cod Mall Mortgage Loan is also secured by the borrower's separate fee  
and/or leasehold interests in approximately 20 acres of the Cape Cod Mall       
Mortgaged Property. With respect to the Spalt lease and the Meadow Pond lease,  
the title company insured the fee mortgage as a valid first priority lien on    
the fee estate of the ground lessors under such leases.                         

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GROUND LEASES AT THE CAPE COD MALL  

                                                                [Download Table]

    GROUND LESSOR      APPROXIMATE ACRES  LEASE EXPIRATION    INTEREST   
    -------------      -----------------  ----------------    --------   
                                                                         
Meadow Pond ..........        7              12/31/2073     Fee/Leasehold
Spalt ................        9              12/31/2067     Fee/Leasehold
Doherty ..............        3               2/1/2029        Leasehold  
Unifam ...............        1               3/30/2009       Leasehold  

The Meadow Pond Lease: The ground lessor under the Meadow Pond lease  
executed a fee mortgage in favor of mortgagee pursuant to provisions under the  
lease.                                                                          

   The Spalt Lease: The ground lessee executed the fee mortgage on behalf of
the ground lessor, as attorney-in-fact, pursuant to the ground lease.           

The Doherty Lease: The Doherty lease, which covers part of the parking
lot, expires on February 1, 2029. The borrower has an option to purchase the    
ground lessor's fee interest in the property at a mutually agreeable price,     
provided that if such price cannot be agreed to, the borrower has the option of 
extending the lease for another 25 years.                                       

   The Unifam Lease: The Unifam lease, which covers part of the parking lot,
expires prior to the Cape Cod Mall Mortgage Loan maturity date. However, the    
borrower has an option to purchase the ground lessor's fee interest in the      
property, exercisable 30 days prior to the expiration date of the ground lease, 
and has agreed to make monthly deposits in escrow until the purchase option is  
exercised on or about March 2009.                                               

The Vista Ridge Mall Mortgage Loan.                                   

  General. The Vista Ridge Mall Mortgage Loan has a cut-off date principal
balance of $89,771,643, representing 6.5% of the initial mortgage pool balance. 
The Vista Ridge Mall Mortgage Loan is secured by a first priority mortgage lien 
on the fee simple interest of the borrower in the in-line mall space and        
12-screen cinema of the Vista Ridge Mall. The Vista Ridge Mall is a 1,052,839   
square foot regional mall located in Lewisville, Texas, within the Dallas       
metropolitan statistical area. See "--Vista Ridge Mall" below.                  

    S&P and Fitch have confirmed to us that the Vista Ridge Mall Mortgage Loan
has, in the context of its inclusion in the trust, credit characteristics       
consistent with that of an obligation rated investment grade by each of S&P and 
Fitch.                                                                          

    The Borrower and Sponsor. The borrower under the Vista Ridge Mall Mortgage
Loan is Vista Ridge Joint Venture, L.P., a special purpose Delaware limited     
partnership. The borrower is ultimately controlled by GGP/Homart, Inc., a       
private company in turn owned equally by both General Growth Properties, Inc.   
and the New York State Common Retirement Fund. General Growth Properties, Inc., 
headquartered in Chicago, Illinois, is an owner, developer and manager of       
regional shopping centers located throughout the United States. General Growth  
Properties owns interests in and/or manages approximately 147 shopping centers  
in 39 states with approximately 127 million square feet of retail space.        
General Growth Properties is a publicly traded real estate investment trust,    
and its shares are listed on the New York Stock Exchange under the symbol GGP.  
According to Pension & Investment, a weekly international money market          
publication, the New York State Common Retirement Fund was the second largest   
pension fund in the United States as of January 2001, based on assets held.     

    Interest Rate; Application of Payments; Prepayments; Defeasance. The Vista
Ridge Mall Mortgage Loan is an ARD Loan with an anticipated repayment date of   
April 11, 2011 and a stated maturity of April 11, 2031. The Vista Ridge Mall    
Mortgage Loan will accrue interest on a 30/360 Basis. Until its anticipated     
repayment date, the Vista Ridge Mall Mortgage Loan will accrue interest at an   
annual rate of 6.870% per annum. From and after its anticipated repayment date, 
the Vista Ridge Mall Mortgage Loan will accrue interest at a revised rate equal 
to the greater of (a) 11.870% per annum and (b) a specified treasury rate plus  
5%.                                                                             

 On the eleventh day of each month through and including the anticipated
repayment date, the borrower is required to make a constant monthly debt        
service payment on the Vista Ridge Mall Mortgage Loan equal to $590,935, to be  
applied to interest and principal. The borrower is also required to make the    
reserve and escrow payments described under "-- Reserves and Escrows" below.    

From and after its anticipated repayment date, the borrower must apply
certain excess cash flow from the Vista Ridge Mall Mortgaged Property toward    
additional amortization of the Vista Ridge Mall Mortgage Loan. The payment of   
any                                                                             

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Post-ARD Additional Interest accrued on the Vista Ridge Mall Mortgage Loan will 
be deferred until the principal balance of the Vista Ridge Mall Mortgage Loan   
is repaid in full. To the extent permitted by law, that Post-ARD Additional     
Interest will compound at the revised interest rate.                            

    The borrower is prohibited from voluntarily prepaying the Vista Ridge Mall
Mortgage Loan, in whole or in part, prior to January 11, 2011. From January 11, 
2011, the borrower may prepay the Vista Ridge Mall Mortgage Loan, in whole or   
in part, without payment of any prepayment consideration.                       

The borrower may defease the Vista Ridge Mall Mortgage Loan, in whole 
only, on any due date after July 2003 and prior to the anticipated repayment    
date, and by doing so obtain the release of the Vista Ridge Mall Mortgaged      
Property. A defeasance will be effected by the borrower's pledging substitute   
collateral that consists of Government Securities that produce payments which   
replicate the payment obligations of the borrower under the Vista Ridge Mall    
Mortgage Loan and that are sufficient to pay off the Vista Ridge Mall Mortgage  
Loan in its entirety on its anticipated repayment date.                         

    The borrower's right to defease the Vista Ridge Mall Mortgage Loan Pair is
subject to S&P and Fitch each confirming that the defeasance would not result   
in a qualification, downgrade or withdrawal of the ratings then assigned to any 
class of series 2001-C3 certificates by that rating agency.                     

   Guaranty. GGP/Homart, Inc. has provided a limited a guaranty of principal
and interest payments under the Vista Ridge Mall Mortgage Loan. The amount of   
the guaranty will initially be $11,000,000 but will be permanently reduced upon 
the Vista Ridge Mall Mortgaged Property generating increased net operating      
income as follows: to $6,000,000 upon the net operating income equaling or      
exceeding $11,800,000 but being less than $12,100,000; and to zero upon the net 
operating income equaling or exceeding $12,100,000. For the purposes of the     
guaranty, net operating income will be determined quarterly, but no earlier     
than September 30, 2001. That net operating income will be based on the prior   
trailing six months annualized, in the case of some components of operating     
income, and on the prior trailing 12 months in the case of the other components 
of operating income.                                                            

Vista Ridge Mall. Vista Ridge Mall is a 1,052,839 square foot enclosed
regional mall located in Lewisville, Texas, within the Dallas metropolitan      
statistical area. Vista Ridge Mall was built in 1989. It was renovated and      
expanded in 1991 with the addition of Foley's as the fourth anchor and          
approximately 105,000 square feet of new in-line mall space. The mall's four    
anchors are Dillard's, Foley's, Sears and JCPenney, which occupy 673,062 square 
feet of space or 63.9% of the total gross leasable area. The Vista Ridge Mall's 
anchors own their respective pads and improvements and are therefore not part   
of the loan collateral. The in-line mall space totals 340,395 square feet or    
32.3% of the total gross leasable area and there is also a 39,382 square foot,  
12-screen Cinemark movie theater located within the mall. Major in-line tenants 
include Limited, Luby's, Bath & Body Works, The Gap, Eddie Bauer and Ann Taylor 
Loft, among other nationally recognized names. In-line mall sales for the year  
ended December 2000 were reported to be $368 per square foot and in-line tenant 
occupancy costs as a percentage of sales, based on information provided by the  
borrower with respect to the Vista Ridge Mall, were 11.56% as of December 2000. 
As of June 28, 2001, based on square footage leased, in-line occupancy at Vista 
Ridge Mall was 93.8% and overall mall occupancy was 98.0%.                      

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The tables below provide the indicated information regarding tenants and    
leases at Vista Ridge Mall.             

GROSS LEASABLE AREA (GLA) OVERVIEW OF VISTA RIDGE MALL  

                                                                [Download Table]

               STORE               SQUARE FEET  AS % OF GLA  ANCHOR LEASE EXPIRATION
               -----               -----------  -----------  -----------------------
                                                                                    
ANCHORS                                                                             
 Dillard's .......................    200,000       19.0%              NAP          
 Foley's .........................    178,322       16.9%              NAP          
 Sears ...........................    150,000       14.2%              NAP          
 JCPenney ........................    144,740       13.7%              NAP          
                                    ---------      -----                            
TOTAL ANCHOR SPACE ...............    673,062       63.9%                           
TOTAL IN-LINE MALL SPACE .........    340,395       32.3%                           
CINEMARK MOVIE THEATER ...........     39,382        3.7%                           
                                    ---------      -----                            
TOTAL GLA ........................  1,052,839      100.0%                           

The following should be noted with respect to the table above--           

o The information provided is based on the June 28, 2001 rent roll.       

o The total GLA percentage presented may not reflect the exact sum of the 
information in the related column due to rounding.                    

o NAP means not applicable with regards to anchor lease expiration as the 
anchors own their respective improvements and pads.                   

FIVE LARGEST IN-LINE TENANTS AT VISTA RIDGE MALL  

                                                                [Download Table]

TENANT                          SQUARE FEET     LEASE EXPIRATION DATE
------                          -----------     ---------------------
                                                                     
Limited ....................       14,265             1/31/2006      
Luby's .....................       10,646            12/31/2010      
Bath & Body Works ..........        9,710             1/31/2008      
Limited Express ............        8,395             1/31/2002      
The Gap ....................        7,555             8/31/2006      
                                   ------                            
TOTAL ......................       50,571                            

   The information provided in the table above is based on the June 28, 2001
rent roll.                                                                      

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LEASE EXPIRATION SCHEDULE FOR IN-LINE TENANTS AT VISTA RIDGE MALL 

                                                        [Enlarge/Download Table]

                                  EXPIRING IN-LINE  AS % OF TOTAL IN-LINE  CUMULATIVE IN-LINE
YEAR                                 SQUARE FEET         SQUARE FEET         SQUARE FEET %   
----                              ----------------  ---------------------  ------------------
                                                                                             
2001 ............................       22,941                6.7%                 6.7%      
2002 ............................       40,897               12.0%                18.8%      
2003 ............................       25,841                7.6%                26.3%      
2004 ............................       27,411                8.1%                34.4%      
2005 ............................        9,681                2.8%                37.2%      
2006 ............................       53,357               15.7%                52.9%      
2007 ............................        7,421                2.2%                55.1%      
2008 ............................       40,468               11.9%                67.0%      
2009 ............................       40,352               11.9%                78.8%      
2010 ............................       28,572                8.4%                87.2%      
2011 and beyond .................       22,467                6.6%                93.8%      
Vacant ..........................       20,987                6.2%               100.0%      
                                        ------              -----                            
TOTAL ...........................      340,395              100.0%                           

5 year average rollover .........       25,354                7.4%                           
7 year average rollover .........       26,793                7.9%                           

The following should be noted with respect to the table above--           

o The information is based on the June 28, 2001 rent roll.                

o The total in-line square feet percentage presented may not reflect the  
exact sum of the information in the related column due to rounding.   

o The average rollover information shown at the bottom of the table       
excludes vacant space.                                                

    Property Management. The Vista Ridge Mall Mortgaged Property is managed by
General Growth Management, Inc., an affiliate of the borrower.                  

    Cut-off Date Loan-to-Value Ratio. Based on an appraisal conducted in March
2001 by a third-party appraiser, the appraised value of the Vista Ridge Mall    
Mortgaged Property is $144,000,000. Based on that appraised value, the Vista    
Ridge Mall Mortgage Loan has a Cut-off Date Loan-to-Value Ratio of 62.3%.       

 Underwritten Debt Service Coverage Ratio. The U/W Net Cash Flow for the
Vista Ridge Mall Mortgaged Property was calculated to be $11,148,223. Based on  
that U/W Net Cash Flow, the Vista Ridge Mall Mortgage Loan has an Underwritten  
Debt Service Coverage Ratio of 1.57:1.                                          

Reserves and Escrows. The borrower is required to make monthly escrow 
payments for the payment of taxes and, if the borrower does not have blanket    
insurance policies of the kind described in the following sentence, insurance   
premiums with respect to the Vista Ridge Mall Mortgaged Property. If the        
borrower provides satisfactory evidence to the mortgagee that the insurance     
policies required to be maintained under the Vista Ridge Mall Mortgage Loan are 
maintained under blanket insurance policies in respect of which premiums have   
been fully paid for a year in advance or for the remaining period of coverage,  
if less than a year, the borrower will not be required to make monthly deposits 
for the payment of insurance premiums.                                          

Lockbox. Upon the occurrence of the earliest of:                          

o an event of default under the Vista Ridge Mall Loan,                    

o a decline in the debt service coverage ratio for the Vista Ridge Mall   
Loan to less than 1.25:1 for a twelve-month period, and               

o the anticipated repayment date,                                         

the borrower will be required to cause all rents from the Vista Ridge Mall      
Mortgaged Property to be deposited into a segregated lockbox account. Upon the  
occurrence and during the continuance of a lockbox-triggering event, the        
mortgagee                                                                       

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will have sole control over the lockbox account. Provided the anticipated       
repayment date has not occurred, a lockbox-triggering event will cease          
following the cure of the event of default that caused it or, in the case a     
lockbox-triggering event caused by a decline in the debt service coverage       
ratio, the achievement of a debt service coverage ratio for the Vista Ridge     
Mall Mortgage Loan of at least 1.25:1 for a 12-month period.                    

The Westlake Center Mortgage Loan.                                    

 General. The Westlake Center Mortgage Loan has a cut-off date principal
balance of $70,718,479, representing 5.1% of the initial mortgage pool balance. 
The Westlake Center Mortgage Loan is secured by a first priority mortgage lien  
on the separate fee simple and leasehold interests of the related borrower in   
the Westlake Center, a 25-story office development with 110,893 square feet of  
retail space and a 265-space parking garage in Seattle, Washington. The         
Westlake Center, has a total of 453,635 rentable square feet. See "--Westlake   
Center" below. The borrower's fee interest covers all of the Westlake Center    
Mortgaged Property, except for a small portion of the parcel which is subject   
to a ground lease. See "--Ground Lease" below.                                  

   S&P and Fitch have confirmed to us that the Westlake Center Mortgage Loan
has, in the context of its inclusion in the trust, credit characteristics       
consistent with that of an obligation rated investment grade by S&P and Fitch.  

   The Borrower and Sponsor. The borrower under the Westlake Center Mortgage
Loan is Westlake Center Associates Limited Partnership, a Washington limited    
partnership that is ultimately controlled by The Rouse Company, one of the      
country's largest publicly held real estate development and management          
companies. Rouse, headquartered in Columbia, Maryland, was founded in 1939 and  
became a publicly traded company in 1956 and its shares are listed on the New   
York Stock Exchange under the symbol RSE. Rouse owns and/or operates            
approximately 250 properties, including retail, office, industrial and          
mixed-use developments in 22 states. Rouse's owned and/or operated retail       
assets include approximately 45 regional retail centers and 14 community        
centers with more than 41 million square feet. Rouse also owns and/or operates  
five mixed-used projects with approximately 2.7 million square feet as well as  
10 million square feet of office/industrial space.                              

Interest Rate; Application of Payments; Prepayments; Defeasance. The  
Westlake Center Mortgage Loan is an ARD Loan with an anticipated repayment date 
of February 11, 2011 and a stated maturity of February 11, 2031. The Westlake   
Center Mortgage Loan will accrue interest on an Actual/360 Basis. Until its     
anticipated repayment date, the Westlake Center Mortgage Loan will accrue       
interest at a fixed rate of 7.890% per annum. From and after its anticipated    
repayment date, the Westlake Center Mortgage Loan will accrue interest at a     
revised rate equal to the greater of (a) 12.890% per annum and (b) a specified  
treasury rate plus 5%.                                                          

    On the eleventh day of each month through and including December 2030, the
borrower will be required to make a constant monthly debt service payment on    
the Westlake Center Mortgage Loan, based on a 30-year amortization schedule,    
equal to $515,539, to be applied to interest and principal. The borrower is     
also required to make the reserve and escrow payments described under           
"--Reserves and Escrows" below.                                                 

From and after its anticipated repayment date, the borrower must apply
certain excess cash flow from the Westlake Center Mortgaged Property toward     
additional amortization of the Westlake Center Mortgage Loan. The payment of    
any Post-ARD Additional Interest accrued on the Westlake Center Mortgage Loan   
will be deferred until the principal balance of the Westlake Center Mortgage    
Loan is repaid in full. To the extent permitted by law, that Post-ARD           
Additional Interest will compound at the revised interest rate.                 

   The borrower is prohibited from voluntarily prepaying the Westlake Center
Mortgage Loan, in whole or in part, until the anticipated repayment date. From  
and after the anticipated repayment date, the borrower may prepay the Westlake  
Center Mortgage Loan, in whole or in part, without payment of any prepayment    
consideration.                                                                  

    The borrower may defease the Westlake Center Mortgage Loan, in whole only,
on any due date after July 2003 and prior to the anticipated repayment date,    
and by doing so obtain the release of the Westlake Center Mortgaged Property. A 
defeasance will be effected by the borrower's pledging substitute collateral    
that consists of Government Securities that produce payments which replicate    
the payment obligations of the borrower under the Westlake Center Mortgage Loan 
and that are sufficient to pay off the Westlake Center Mortgage Loan in its     
entirety on its anticipated repayment date.                                     

The borrower's right to defease the Westlake Center Mortgage Loan is  
subject to S&P and Fitch each confirming that the defeasance would not result   
in a qualification, downgrade or withdrawal of the ratings then assigned to any 
class of series 2001-C3 certificates by that rating agency.                     

  Westlake Center. Westlake Center is a 25-story office development with a
total of 453,635 rentable square feet comprised of 342,742 square feet of class 
A office space, 110,893 square feet of high-end retail space including 3,547    
square                                                                          

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feet of storage space, and a 265-space parking garage. Located in Seattle,      
Washington, Westlake Center was developed between 1987 and 1989 in the downtown 
Seattle central business district. Based on square footage leased in the office 
and retail components, the Westlake Center's weighted average occupancy was     
96.8% as of March 31, 2001.                                                     

  Westlake Center's office space includes a diverse roster of professional
services companies, including insurance, financial, legal and software firms.   
These tenants include--                                                         

o SAFECO Insurance Company of America, a subsidiary of SAFECO Corporation,
    a publicly traded national insurance and financial services provider whose
   long term senior unsecured debt is rated Baa1 by Moody's and BBB+ by S&P,

o F.B. Beattie & Company, a subsidiary of SAFECO Insurance Company of     
America.                                                              

o Primus Knowledge Solutions, Inc., a publicly traded company that is a   
provider of electronic software management, and                       

o Bullivant Houser Bailey PC, a regional law firm.                        

As of March 31, 2001, based on square footage leased, office occupancy for      
Westlake Center was 97.2%.                                                      

Westlake Center's retail space consists of over 60 shops and eateries 
surrounding a four-level atrium with a glass ceiling, featuring many upscale    
and nationally recognized retailers including The Galleries of Neiman Marcus,   
Brentano's Book Store, Express, Talbots and Casual Choice. Comparable tenant    
sales at Westlake Center's retail component were reported to be $467 per square 
foot for the twelve months ending February 2001, and occupancy costs for        
tenants as a percentage of sales, based on information provided by the borrower 
with respect to the Westlake retail component, were 16.6% as of February 2001.  
As of March 31, 2001, based on square footage leased, retail occupancy was      
95.4%.                                                                          

  The tables below provide the indicated information regarding tenants and
leases at Westlake Center.                                                      

FIVE LARGEST OFFICE TENANTS AT WESTLAKE CENTER  

                                                        [Enlarge/Download Table]

TENANT                                SQUARE FEET  % OF OFFICE SQUARE FEET        LEASE EXPIRATION          
------                                -----------  -----------------------        ----------------          
                                                                                                            
SAFECO Insurance Company of                                                                                 
 America ............................   107,937              31.5%          5/31/2002; 12/31/2003; 1/31/2004
Primus Knowledge Solutions, Inc......    51,035              14.9%                    10/31/2005            
Bullivant Houser Bailey PC ..........    36,763              10.7%               2/28/2002; 4/30/2002       
Ogden Murphy Wallace ................    31,441               9.2%                    12/31/2002            
Coffman Engineers ...................    19,569               5.7%                    11/30/2004            
                                        -------              ----                                           
TOTAL ...............................   246,745              72.0%                                          

The following should be noted with respect to the immediately foregoing   
table--                                                                         

o The information provided is based on the March 31, 2001 rent roll.      

o The total office square feet percentage presented may not reflect the   
exact sum of the information in the related column due to rounding.   

o The square footage presented for SAFECO includes 32,850 square feet     
leased to its subsidiary, F.B. Beattie & Company.                     

o The space leased to SAFECO is comprised of --                           

   1. 78,994 square feet, including F.B. Beattie's 32,850 square feet, as to
which the lease expires May 31, 2002,                           

 2. 16,642 square feet, as to which the lease expires December 31, 2003,
and                                                             

3. 12,301 square feet as to which the lease expires January 31, 2004. 

o Portions of the space leased to SAFECO have one or two three- to        
five-year renewal options and the space leased to its F.B. Beattie    
subsidiary has two three- to five-year renewal options.               

 o The space leased by Bullivant Houser Bailey PC includes 5,802 square feet
which expires April 30, 2002.                                         

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 LEASE EXPIRATION SCHEDULE FOR OFFICE TENANTS AT WESTLAKE CENTER

                                                        [Enlarge/Download Table]

YEAR                               EXPIRING SQUARE FEET  AS % OF OFFICE SQUARE FEET  CUMULATIVE %
----                               --------------------  --------------------------  ------------
                                                                                                 
2001 .............................         11,960                     3.5%                3.5%   
2002 .............................        190,097                    55.5%               59.0%   
2003 .............................         30,058                     8.8%               67.7%   
2004 .............................         48,300                    14.1%               81.8%   
2005 .............................         51,035                    14.9%               96.7%   
2006 .............................              0                     0.0%               96.7%   
2007 .............................              0                     0.0%               96.7%   
2008 .............................          1,801                     0.5%               97.2%   
2009 .............................              0                     0.0%               97.2%   
2010 .............................              0                     0.0%               97.2%   
2011 and beyond ..................              0                     0.0%               97.2%   
Vacant ...........................          9,491                     2.8%              100.0%   
                                          -------                   -----                        
TOTAL ............................        342,742                   100.0%                       
5 year average rollover ..........         66,290                    19.3%                       
7 year average rollover ..........         47,350                    13.8%                       

The following should be noted with respect to the immediately foregoing   
table--                                                                         

o The information provided is based on the March 31, 2001 rent roll.      

o The average rollover information shown at the bottom of the table       
excludes vacant space.                                                

o The total office square feet percentage presented may not reflect the   
exact sum of the information in the related column due to rounding.   

FIVE LARGEST RETAIL TENANTS AT WESTLAKE CENTER  

                                                        [Enlarge/Download Table]

TENANT                                SQUARE FEET  % OF RETAIL SQUARE FEET  LEASE EXPIRATION
------                                -----------  -----------------------  ----------------
                                                                                            
Galleries of Neiman Marcus ..........    11,980              10.8%              2/28/2009   
Brentano's Book Store ...............     8,019               7.2%              1/31/2004   
Express .............................     7,173               6.5%              1/31/2006   
Talbots .............................     6,239               5.6%              1/31/2011   
Casual Choice .......................     4,512               4.1%             10/31/2010   
                                         ------              ----                           
TOTAL ...............................    37,923              34.2%                          

The following should be noted with respect to the immediately foregoing   
table--                                                                         

o The information provided is based on the March 31, 2001 rent roll.      

o The total retail square feet percentage presented may not reflect the   
exact sum of the information in the related column due to rounding.   

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 LEASE EXPIRATION SCHEDULE FOR RETAIL TENANTS AT THE WESTLAKE CENTER

                                                        [Enlarge/Download Table]

YEAR                               EXPIRING SQUARE FEET  AS % OF RETAIL SQUARE FEET  CUMULATIVE %
----                               --------------------  --------------------------  ------------
                                                                                                 
2001 .............................         7,035                      6.3%                6.3%   
2002 .............................         9,187                      8.3%               14.6%   
2003 .............................         5,745                      5.2%               19.8%   
2004 .............................         14.033                    12.7%               32.5%   
2005 .............................         2,282                      2.1%               34.5%   
2006 .............................        14,054                     12.7%               47.2%   
2007 .............................         1,772                      1.6%               48.8%   
2008 .............................         1,558                      1.4%               50.2%   
2009 .............................        21,305                     19.2%               69.4%   
2010 .............................        13,979                     12.6%               82.0%   
2011 and beyond ..................        14,799                     13.3%               95.4%   
Vacant ...........................         5,144                      4.6%              100.0%   
                                         -------                    -----                        
TOTAL ............................       110,893                    100.0%                       

5 year average rollover ..........         7,656                      6.9%                       
7 year average rollover ..........         7,730                      7.0%                       

The following should be noted with respect to the immediately foregoing   
table--                                                                         

o The information provided is based on the March 31, 2001 rent roll.      

o The total retail square feet percentage presented may not reflect the   
exact sum of the information in the related column due to rounding.   

o The average rollover information shown at the bottom of the table       
excludes vacant space.                                                

Property Management. Westlake Center is managed by Koehler, McFadyen &
Company. The property manager has a nominal limited partnership interest in the 
borrower, but is not an affiliate of the borrower or controlled by the          
borrower's direct or indirect controlling owners.                               

Cut-off Date Loan-to-Value Ratio: Based on an appraisal conducted in  
November 2000 by a third-party appraiser, the appraised value of the Westlake   
Center Mortgaged Property is $172,500,000. Based upon that appraised value, the 
Westlake Center Mortgage Loan has a Cut-off Date Loan-to-Value Ratio of 41.0%.  

Underwritten Debt Service Coverage Ratio. The U/W Net Cash Flow of the
Westlake Center Mortgaged Property was calculated to be $10,829,128. Based on   
that U/W Net Cash Flow, the Westlake Center Mortgage Loan has an Underwritten   
Debt Service Coverage Ratio of 1.75:1.                                          

Reserves and Escrows. The borrower is required to make monthly escrow 
payments for the payment of taxes and insurance with respect to the Westlake    
Center Mortgaged Property.                                                      

Lockbox. Upon the occurrence of the earliest of--                     

o an event of default under the Westlake Center Mortgage Loan,        

o a decline in the debt service coverage ratio for the Westlake Center
Mortgage Loan to less than 1.25:1 for a twelve-month period, and  

o the anticipated repayment date,                                     

the borrower will be required to cause all rents from the Westlake Center       
Mortgaged Property to be deposited into a segregated lockbox account. Upon the  
occurrence and during the continuance of a lockbox-triggering event, the        
mortgagee will have sole control over the lockbox account. Provided the         
anticipated repayment date has not occurred, a lockbox triggering event will    
cease following the cure of the event of default that caused it or, in the case 
of a lockbox-triggering event caused by a decline in the debt service coverage  
ratio, the achievement of a debt service coverage ratio for the Westlake Center 
Mortgage Loan of at least 1.25:1 for a 12-month period.                         

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Ground Lease. An approximate 7,680 square foot portion of the 66,132  
square foot parcel of the Westlake Center Mortgaged Property is subject to a    
ground lease that expires December 31, 2042. The ground rent payment for the    
year 2000 was $228,696 and increases each year by an amount equal to the lesser 
of 8% or the annual increase in the U.S. consumer price index. The borrower, as 
tenant, is responsible for the payment of taxes and utilities, maintenance of   
insurance and maintenance of the premises. The borrower is obligated to         
purchase the fee interest from the ground lessor on a date that is to be within 
60 days following June 2008 or at an earlier date, which is to be within three  
years following receipt of a request from the ground lessor that the borrower   
purchase the fee interest. The purchase price will be either $1,500,000 or an   
amount equal to 10 times the ground rent paid in the calendar year prior to the 
year the purchase is being made, whichever is greater. The ground lease         
documents require that the purchase price be paid by a 10% down payment, with   
the balance due in 15 years or within three years following receipt of a        
request from the ground lessor that the balance of the purchase price be paid   
in full. The tenant's obligation to pay the purchase price for the fee interest 
may be required to be secured by a mortgage of the former ground-leased         
property for the benefit of the ground lessor. Following the borrower's         
acquisition of the ground leased parcel, that parcel will continue to be part   
of the collateral for the Westlake Center Mortgage Loan. The borrower's         
monetary obligation to purchase the fee interest is guaranteed by The Rouse     
Company. Pursuant to the guaranty, in the event the long term unsecured debt    
ratings of The Rouse Company are reduced to below BBB- by S&P or below Baa3 by  
Moody's, The Rouse Company has agreed to deliver cash or a letter of credit in  
an amount equal to the ground lease purchase price, as determined at that time, 
plus 8% of that purchase price, compounded annually, for the period commencing  
with the date it is determined that The Rouse Company's credit ratings have     
been reduced below the levels described above and ending with calendar year     
2007.                                                                           

  Seismic Assessment. The Westlake Center Mortgaged Property has a seismic
risk assessment with a probable maximum loss of 16.0% of the amount of the      
estimated replacement cost of the improvements. The Westlake Center Mortgaged   
Property has the benefit of an earthquake insurance policy.                     

ADDITIONAL LOAN AND PROPERTY INFORMATION                                        

    Delinquencies. None of the mortgage loans that we intend to include in the
trust was, as of the cut-off date, or has been at any time during the 12-month  
period preceding that date, 30 days or more delinquent with respect to any      
monthly debt service payment.                                                   

Tenant Matters. Described and listed below are special considerations 
regarding tenants at the mortgaged real properties for the mortgage loans that  
we intend to include in the trust--                                             

 o Sixty one of the mortgaged real properties, securing 30.2% of the initial
 mortgage pool balance, are, in each case, a commercial property that is
  leased to one or more major tenants that each occupy at least 25% of the
net rentable area of the particular property.                         

o Eleven of the mortgaged real properties, securing 5.1% of the initial   
 mortgage pool balance, are entirely or substantially leased to a single
tenant.                                                               

 o A number of companies are major tenants at more than one of the mortgaged
real properties.                                                      

o There are several cases in which a particular entity is a tenant at more
 than one of the mortgaged real properties, and although it may not be a
   major tenant at any of those properties, it is significant to the success
of the properties.                                                    

o Three of the mortgaged real properties, securing 0.8% of the initial    
mortgage pool balance, are multifamily rental properties that have    
material tenant concentrations of students or military personnel.     

o Four of the mortgaged real properties, securing 3.4% of the initial     
    mortgage pool balance, are multifamily rental properties that receive rent
subsidies from the United States Department of Housing and Urban      
Development under its Section 8 Housing Assistance Payments program.  

  Litigation. There may be pending or threatened legal proceedings against
the borrowers under the pooled mortgage loans and managers of the mortgaged     
real properties and their respective affiliates arising out of the ordinary     
business of those borrowers, managers and affiliates.                           

    Ground Leases. Four of the mortgage loans that we intend to include in the
trust, representing 14.2% of the initial mortgage pool balance, are secured by  
a mortgage lien on the borrower's leasehold interest in all or a material       
portion of the corresponding mortgaged real property, but not by a mortgage     
lien on the fee interest in the portion of that property subject to the related 
ground lease. In each case, the related ground lessor has agreed to give the    
holder of the subject mortgage loan                                             

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notice of, and the right to cure, any default or breach by the lessee. In each  
case, except as described below, the related ground lease, taking into account  
all exercised extension options, expires more than 10 years after the stated    
maturity of the related mortgage loan. In the case of the one-acre portion of   
the Cape Cod Mall Mortgaged Property leased from Unifam Inc., as more fully     
described under "--Significant Underlying Mortgage Loans--The Cape Cod Mall     
Mortgage Loan--Ground Leases" above, the related ground lease expires prior to  
the stated maturity of the related mortgage loan. The borrower, however, has an 
option to purchase the ground lessor's fee interest prior to the expiration of  
the related ground lease.                                                       

See "Risk Factors--Ground Leases Create Risks for Lenders That Are Not
Present When Lending on an Actual Ownership Interest in a Real Property" and    
"Legal Aspects of Mortgage Loans--Foreclosure--Leasehold Considerations" in the 
accompanying prospectus.                                                        

Secondary and Other Financing. As discussed under "--Significant      
Underlying Mortgage Loans--The Chrysler Building Mortgage Loan" above, the      
Chrysler Building Mortgaged Property also secures the Chrysler Building         
Companion Loan in addition to the Chrysler Building Mortgage Loan. In addition, 
there is one other mortgaged real property, securing 0.1% of the initial        
mortgage pool balance, that is encumbered by secured subordinate debt that is   
not included in the trust.                                                      

   A small ground leased portion of the mortgaged real property securing one
of the pooled mortgage loans, which represents 5.1% of the initial mortgage     
pool balance, may be encumbered with a mortgage by the related borrower in      
connection with the borrower's purchase of the fee interest in that portion of  
the related mortgaged real property from the ground lessor. Following the       
borrower's purchase, that former ground leased portion will continue to be part 
of the collateral for the mortgage loan. See "Significant Underlying Mortgage   
Loans--The Westlake Center Mortgage Loan--The Ground Lease" in this prospectus  
supplement.                                                                     

    In addition, some of the borrowers under the mortgage loans that we intend
to include in the trust have incurred or may, in the future, be permitted to    
incur unsecured debt in addition to customary trade debt and equipment          
financing.                                                                      

    Additional debt, in any form, may cause a diversion of funds from property
maintenance and increase the likelihood that the borrower will become the       
subject of a bankruptcy proceeding. See "Risk Factors--Subordinate Debt         
Increases the Likelihood that a Borrower Will Default on a Mortgage Loan        
Underlying Your Offered Certificates" and "Legal Aspects of Mortgage            
Loans--Subordinate Financing" in the accompanying prospectus.                   

Except as disclosed under this "--Secondary and Other Financing"      
subsection, we have not been able to confirm whether the respective borrowers   
under the mortgage loans that we intend to include in the trust, have any other 
debt outstanding.                                                               

    In the case of some of the mortgage loans that we intend to include in the
trust, one or more of the principals of the related borrower may have incurred, 
or may in the future incur, mezzanine debt. Mezzanine debt is secured by the    
principal's ownership interest in the borrower. While the mezzanine lender has  
no security interest in or rights to the related mortgaged real properties, a   
default under the mezzanine loan could cause a change in control of the related 
borrower.                                                                       

    Zoning and Building Code Compliance. In connection with the origination of
each mortgage loan that we intend to include in the trust, the related          
originator examined whether the use and operation of the mortgaged real         
property were in material compliance with zoning, land-use, building, fire and  
health ordinances, rules, regulations and orders then applicable to that        
property. Evidence of this compliance may have been in the form of legal        
opinions, letters from government officials or agencies, title insurance        
endorsements, engineering or consulting reports and/or representations by the   
related borrower. Where the property as currently operated is a permitted       
nonconforming use and/or structure and the improvements may not be rebuilt in   
the event of a major casualty, the related originator--                         

o determined that any major casualty that would prevent rebuilding has a  
sufficiently remote likelihood of occurring;                          

o determined that casualty insurance proceeds would be available in an    
amount sufficient to pay off the related mortgage loan in full;       

o determined that the mortgaged real property, if permitted to be repaired
or restored in conformity with current law, would constitute adequate 
security for the related mortgage loan; and/or                        

o required law and ordinance insurance.                                   

    Hazard, Liability and Other Insurance. Although exceptions exist, the loan
documents for each of the mortgage loans that we intend to include in the trust 
generally require the related borrower to maintain or cause to be maintained    
with respect to the corresponding mortgaged real property the following         
insurance coverage--                                                            

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o hazard insurance in an amount that generally is, subject to a customary 
deductible, at least equal to the lesser of--                         

1. the outstanding principal balance of the mortgage loan, and        

   2. the full insurable replacement cost of the improvements located on the
insured property;                                               

o if any portion of the improvements at the property was in an area       
identified in the federal register by the Federal Emergency Management
Agency as having special flood hazards, flood insurance meeting the   
requirements of the Federal Insurance Administration guidelines, if   
available, in an amount that is equal to the least of--               

1. the outstanding principal balance of the related mortgage loan,    

 2. the full insurable value of the improvements on the insured property
that are located in the area identified as having specific flood
hazards,                                                        

3. the maximum amount of insurance available under the National Flood 
Insurance Act of 1968, and                                      

   4. the full replacement cost of the improvements located on the mortgaged
real property.                                                  

 o comprehensive general liability insurance against claims for personal and
bodily injury, death or property damage occurring on, in or about the 
 insured property, in an amount not less than $1,000,000 per occurrence;
and                                                                   

o business interruption or rent loss insurance in an amount not less than 
 the projected rental income or revenue from the insured property for at
least twelve months.                                                  

The mortgaged real properties for the mortgage loans that we intend to
include in the trust, including certain of those properties located in          
California, are generally not insured against earthquake risks. However, if a   
mortgaged real property was located in California or in seismic zones 3 or 4    
and seismic reports concluded that the mortgaged real property was likely to    
experience a probable maximum or bounded loss in excess of 20% of the estimated 
replacement cost of the improvements as a result of an earthquake, the borrower 
or a tenant occupying the entire mortgaged property has obtained earthquake     
insurance. It should be noted, however, that because the seismic assessments    
may not necessarily have used the same assumptions in assessing probable        
maximum loss, it is possible that some of the mortgaged real properties that    
were considered unlikely to experience a probable maximum loss in excess of 20% 
of estimated replacement cost might have been the subject of a higher estimate  
had different assumptions been used.                                            

    Various forms of insurance maintained with respect to any of the mortgaged
real properties for the pooled mortgage loans, including casualty insurance,    
environmental insurance and earthquake insurance, may be provided under a       
blanket insurance policy. That blanket insurance policy will also cover other   
real properties, some of which may not secure loans in the trust. As a result   
of total limits under any of those blanket policies, losses at other properties 
covered by the blanket insurance policy may reduce the amount of insurance      
coverage with respect to a property securing one of the loans in the trust. See 
"Risk Factors--Lack of Insurance Coverage Exposes a Trust to Risk for           
Particular Special Hazard Losses" in the accompanying prospectus.               

The applicable originator and its successors and assigns are the      
beneficiaries under separate title insurance policies with respect to each      
mortgage loan that we intend to include in the trust. Each title insurer may    
enter into such co-insurance and reinsurance arrangements with respect to the   
title insurance policy as are customary in the title insurance industry.        
Subject to standard exceptions, including those regarding claims made in the    
context of insolvency proceedings, each title insurance policy will provide     
coverage to the trustee for the benefit of the series 2001-C3                   
certificateholders for claims made against the trustee regarding the priority   
and validity of the borrowers' title to the subject mortgaged real property.    

ASSESSMENTS OF PROPERTY CONDITION                                               

Property Inspections. Each of the mortgaged real properties securing a
mortgage loan that we intend to include in the trust was inspected in           
connection with the origination or acquisition of that mortgage loan to assess  
its general condition.                                                          

    Appraisals. Each of the mortgaged real properties securing a mortgage loan
that we intend to include in the trust was appraised by a state certified       
appraiser or an appraiser belonging to the Appraisal Institute. Those           
appraisals were conducted in accordance with the Appraisal Foundation's Uniform 
Standards of Professional Appraisal Practices. Each of those appraisals was     
conducted within 12 months of the origination of the related mortgage loan that 
we intend to include in the trust. The dates of those appraisals are indicated  
on Annex A-1 to this prospectus supplement. With some exceptions, each of the   
resulting appraisal reports or a separate letter contains a statement by the    
appraiser stating that the guidelines in Title                                  

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XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989   
were followed in preparing the appraisal. We have not independently verified    
the accuracy of that statement with respect to any of those properties. The     
primary purpose of each of those appraisals was to provide an opinion of the    
fair market value of the related mortgaged real property. There can be no       
assurance that another appraiser would have arrived at the same opinion of      
value. The resulting appraised values are shown on Annex A-1 to this prospectus 
supplement.                                                                     

 Environmental Assessments. A third-party consultant conducted a Phase I
environmental assessment, updated a previously conducted Phase I environmental  
site assessment or, in the case of 15 mortgage loans, representing 1.8% of the  
initial mortgage pool balance, conducted a transaction screen, with respect to  
each of the mortgaged real properties underlying the pooled mortgage loans.     
With the exception of three mortgage loans representing 1.6% of the initial     
mortgage pool balance, those environmental site assessments and transaction     
screens were conducted within the 16-month period prior to the cut-off date.    

    Each of the environmental site assessments, updates or transaction screens
referred to in the prior paragraph was conducted in connection with the         
origination of the related pooled mortgage loan and complied with the standards 
of the American Society for Testing and Materials in effect at that time. The   
environmental assessments performed at any particular mortgaged real property   
did not necessarily cover all potential environmental issues. For example,      
tests for radon, lead-based paint and lead in water were performed only at      
multifamily rental properties and only when the originator of the related       
mortgage loan believed this testing was warranted under the circumstances.      

   The above-described environmental assessments may have identified various
adverse or potentially adverse environmental conditions at the respective       
mortgaged real properties. In many cases, the identified condition related to   
the presence of asbestos-containing materials, lead-based paint and/or radon.   
Where these substances were present, the environmental consultant generally     
recommended, and the related loan documents generally required--                

 o the establishment of an operation and maintenance plan to address the
issue, or                                                         

o the implementation of a remediation program.                        

    If the particular asbestos-containing materials or lead-based paint was in
poor condition, then this could result in a claim for damages by any party      
injured by the condition.                                                       

   In other cases where the environmental consultant recommended that action
be taken in respect of an adverse or potentially adverse environmental          
condition, the related originator of the mortgage loan generally required the   
related borrower:                                                               

     1. to carry out the specific remedial measures prior to closing if no third
   party was identified as being responsible for the remediation or no
   state-funded remediation program had commenced, or was to commence,
remediation; or                                                 

 2. to carry out the specific remedial measures post-closing and deposit
      with the lender a cash reserve in an amount generally equal to 125% of
 the estimated cost to complete the remedial measures or provide a
 guaranty of remediation from an entity with assets other than the
related mortgaged real property; or                             

  3. to monitor the environmental condition and/or to carry out additional
 testing, in the manner and within the time frame specified in the
related loan documents; or                                      

4. to obtain environmental insurance.                                 

 Two mortgaged real properties, securing 0.3% and 0.2%, respectively, of
the initial mortgage pool balance, are located near superfund sites. In each of 
these cases, no remedial action was requested of the related borrowers because  
a responsible party had been identified.                                        

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

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 because a responsible party with respect to that      
condition had already been identified or a state-funded remediation had         
commenced or was to commence. There can be no assurance, however, that any such 
party will be financially able to, or actually will, address the subject        
condition.                                                                      

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   In several cases, the environmental testing for a mortgaged real property
identified potential and, in some cases, serious environmental problems at      
nearby properties. Such testing generally indicated, however, that--            

   o the mortgaged real property had not been affected or had been minimally
affected,                                                         

   o the potential for the problem to affect the mortgaged real property was
limited, or                                                       

o a person responsible for remediation had been identified.           

The information provided by us in this prospectus supplement regarding
environmental conditions at the respective mortgaged real properties is based   
on the results of the environmental testing referred to in this "--Assessments  
of Property Condition--Environmental Assessments" subsection and has not been   
independently verified by us, the underwriters or any of our or their           
respective affiliates.                                                          

    There can be no assurance that the environmental testing referred to above
identified all environmental conditions and risks at, or that any environmental 
conditions will not have a material adverse effect on the value of or cash flow 
from, one or more of the mortgaged real properties securing the pooled mortgage 
loans.                                                                          

Environmental Insurance. As indicated above, certain mortgaged real   
properties securing the pooled mortgage loans are, in each case, covered by a   
secured creditor impaired property policy. Each of these policies provides      
coverage for the following losses, subject to the applicable deductible, policy 
terms and exclusions, individual and policy aggregate limits, and further       
subject to the conditions and limitations described below:                      

1. If during the term of the policy and prior to enforcing the related
      mortgage, there is an event of default under the subject mortgage loan
        and a pollution condition on, in or under, or emanating from the insured
  property, the insurer will indemnify the trust for the outstanding
     balance on the date of default, including principal and interest from
        the date of default until the date that the outstanding balance is paid,
      interest on any advances of scheduled payments made by the trust after
    the date of default as well as advances and interest on advances for
       property protection for up to ten percent of the outstanding balance on
     the date of default. Under the policy, a "pollution condition" is the
presence of hazardous substances on, under or emanating from the
  property in concentrations or amounts exceeding the maximum levels
 allowed by applicable environmental laws or a government order or
directive.                                                      

2. If the trust becomes legally obligated to pay for claims for bodily
  injury, property damage or clean-up costs resulting from pollution
 conditions on, under or emanating from the property that are made
 against the insured and reported to the insurer during the policy
period, the insurer will defend against and pay such claims.    

     3. If the trust incurs clean-up costs after enforcing the related mortgage,
the insurer will pay for clean-up costs sustained as a result of
      pollution conditions on, under or emanating from the property provided
  that the trust reports the pollution conditions to the appropriate
       governmental agency in accordance with applicable environmental laws in
effect at the time of the discovery of the pollution conditions.

 Each of the secured creditor impaired property policies described above
requires that the insured or the party having direct responsibility for         
administering or servicing the trust provide the insurer with written notice of 
a claim as soon as possible but no later than 45 days after first learning of   
the default and pollution condition or loss. In addition to other excluded      
matters, those policies do not cover claims arising out of the presence of      
lead-based paint or asbestos, penalties arising out of violations of law or     
clean-up costs that are voluntarily incurred.                                   

 The premium for each of the secured creditor impaired property policies
described above has been paid in full as of the date of the initial issuance of 
the offered certificates.                                                       

Engineering Assessments. In connection with the origination process,  
various engineering firms inspected the mortgaged real properties with respect  
to all of the mortgage loans that we intend to include in the trust, to assess  
the structure, exterior walls, roofing, interior structure and mechanical and   
electrical systems. The resulting reports indicated deferred maintenance items  
and/or recommended capital improvements with respect to some of the mortgaged   
real properties securing the mortgage loans that we intend to include in the    
trust. In cases where the cost of repair was deemed material, the related       
borrowers were generally required to deposit with the lender an amount          
generally equal to 125% of the engineering firm's estimated cost of the         
recommended repairs, corrections or replacements to assure their completion.    

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ASSIGNMENT OF THE UNDERLYING MORTGAGE LOANS                                     

    On or before the date of initial issuance of the offered certificates, the
following transfers of the underlying mortgage loans will occur. In each case,  
the transferor will assign the subject mortgage loans, without recourse, to the 
transferee.                                                                     

Lehman Mortgage Loan                             UBS Mortgage Loan    
Seller                                         Seller   

77 mortgage loans $783,792,856                  58 mortgage loans $598,549,512  

Structured Asset
Securities Corporation

                                        135 mortgage loans
                                    $1,382,342,368

LB-UBS Commercial 
Mortgage Trust
2001-C3 

    In connection with the foregoing transfers, we will be required to deliver
to the trustee the following documents, among others, with respect to each      
Lehman Mortgage Loan, and the UBS Mortgage Loan Seller will be required to      
deliver to the trustee the following documents, among others, with respect to   
each UBS Mortgage Loan:                                                         

o either--                                                                

1. the original promissory note evidencing that mortgage loan, or     

2. if the original promissory note has been lost, a copy of that note,
together with a lost note affidavit and indemnity;              

o the original or a copy of the mortgage instrument, together with        
originals or copies of any intervening assignments of the mortgage    
instrument;                                                           

o the original or a copy of any separate assignment of leases and rents,  
  together with originals or copies of any intervening assignments of that
assignment of leases and rents;                                       

o either--                                                                

1. an executed assignment of the mortgage instrument in favor of the  
trustee, or                                                     

2. a certified copy of that assignment as sent for recording;         

o either--                                                                

  1. an executed assignment of any separate assignment of leases and rents
in favor of the trustee, or                                     

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2. a certified copy of that assignment as sent for recording; and     

 o an original or copy of the related lender's title insurance policy, or if
    a title insurance policy has not yet been issued, a "marked-up" commitment
for title insurance or a pro forma policy.                            

  The trustee, either directly or through a custodian, is required to hold
all of the documents delivered to it with respect to the pooled mortgage loans, 
in trust for the benefit of the series 2001-C3 certificateholders. Within a     
specified period of time following that delivery, the trustee, directly or      
through a custodian, will be further required to conduct a review of those      
documents. The scope of the trustee's review of those documents will, in        
general, be limited solely to confirming that they have been received. None of  
the trustee, the master servicer, the special servicer or any custodian is      
under any duty or obligation to inspect, review or examine any of the documents 
relating to the pooled mortgage loans to determine whether the document is      
valid, effective, enforceable, in recordable form or otherwise appropriate for  
the represented purpose.                                                        

If, as provided in the pooling and servicing agreement--              

o any of the above-described documents required to be delivered by us or  
the UBS Mortgage Loan Seller to the trustee is not delivered or is    
otherwise defective, and                                              

 o that omission or defect materially and adversely affects the interests of
the series 2001-C3 certificateholders in the subject loan,            

then the omission or defect will constitute a material document defect as to    
which the trust will have the rights against us or the UBS Mortgage Loan        
Seller, as applicable, described under "--Cures and Repurchases" below.         

Within a specified period following the later of--                    

o the date on which the offered certificates are initially issued, and    

o the date on which all recording information necessary to complete the   
subject document is received by the trustee,                          

one or more independent third party contractors, retained at the expense of the 
Lehman Mortgage Loan Seller and the UBS Mortgage Loan Seller, must submit for   
recording in the real property records of the applicable jurisdiction each of   
the assignments of recorded loan documents in favor of the trustee described    
above. Because most of the mortgage loans that we intend to include in the      
trust are newly originated, many of those assignments cannot be completed and   
recorded until the related mortgage and/or assignment of leases and rents,      
reflecting the necessary recording information, is returned from the applicable 
recording office.                                                               

REPRESENTATIONS AND WARRANTIES                                                  

 As of the date of initial issuance of the offered certificates, we will
make with respect to each Lehman Mortgage Loan that we include in the trust,    
and the UBS Mortgage Loan Seller will make with respect to each UBS Mortgage    
Loan that we include in the trust, representations and warranties generally to  
the effect described below, together with any other representations and         
warranties as may be required by the applicable rating agencies:                

o The information pertaining to the mortgage loan set forth in the loan   
    schedule attached to the pooling and servicing agreement, regarding, among
 other things, its cut-off date principal balance, its mortgage interest
   rate and the amount of the next monthly payment, will be true and correct
in all material respects as of the cut-off date.                      

o The representing party is the owner of the mortgage loan, has good title
 to it, has full right, power and authority to sell, assign and transfer
   the mortgage loan and is transferring the mortgage loan free and clear of
  any and all liens, pledges, charges and security interests of any nature
encumbering the mortgage loan, other than servicing rights.           

o To the knowledge of the representing party, as of the date of its       
   origination, the mortgage loan complied in all material respects with, or
   was exempt from, all requirements of federal, state or local law relating
to the origination of the mortgage loan.                              

o The proceeds of the mortgage loan have been fully disbursed and there is
no requirement for future advances.                                   

o The promissory note, each mortgage instrument, and each assignment of   
   leases and rents, if any, with respect to the mortgage loan is the legal,
valid and binding obligation of the maker thereof, subject to any     
non-recourse provisions in the particular document and any state      
anti-deficiency legislation, and is enforceable in accordance with its
   terms, except that (1) such enforcement may be limited by (a) bankruptcy,
insolvency, reorganization or other similar laws                      

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and (b) by general principles of equity, regardless of whether that   
enforcement is considered in a proceeding in equity or at law, and (2)
  certain provisions in the subject agreement or instrument may be further
 limited or rendered unenforceable by applicable law, but subject to the
limitations set forth in clause (1) above, those limitations will not 
render the subject agreement or instrument invalid as a whole or      
   substantially interfere with the mortgagee's realization of the principal
   benefits and/or security provided by the subject agreement or instrument.

o Each related mortgage instrument is a valid and, subject to the         
    exceptions and limitations in the preceding bullet, enforceable first lien
    on the related mortgaged real property, free and clear of all encumbrances
  and liens having priority over or on a parity with the first lien of the
mortgage instrument, except for Permitted Encumbrances.               

o To the actual knowledge of the representing party, subject to the       
exceptions and limitations on enforceability in the second preceding  
bullet, there is no valid offset, defense, counterclaim or right of   
rescission with respect to the promissory note or any related mortgage
instrument or other agreement executed by the related borrower in     
connection with the mortgage loan.                                    

o The assignment of each related mortgage instrument in favor of the      
  trustee constitutes the legal, valid, binding and enforceable assignment
   of that mortgage instrument to the trustee, subject to the exceptions and
limitations on enforceability in the third preceding bullet.          

o All taxes and governmental assessments that prior to the cut-off date   
became due and owing in respect of, and materially affect, any related
mortgaged real property, have been paid, or an escrow of funds in an  
amount sufficient to cover those payments has been established.       

 o To the actual knowledge of the representing party, there is no proceeding
  pending for total or partial condemnation of each related mortgaged real
property that materially affects its value, and each related mortgaged
real property was free of material damage.                            

 o To the actual knowledge of the representing party, all insurance required
   under the mortgage loan was in full force and effect with respect to each
related mortgaged real property.                                      

o As of the date of initial issuance of the offered certificates, the     
   mortgage loan is not 30 days or more past due in respect of any scheduled
payment of principal and/or interest.                                 

 o To the knowledge of the representing party, the related borrower is not a
   debtor in, and the related mortgaged real property is not subject to, any
bankruptcy, reorganization, insolvency or comparable proceeding.      

If, as provided in the pooling and servicing agreement--              

o there exists a breach of any of the above-described representations and 
warranties made by us or the UBS Mortgage Loan Seller, and            

o that breach materially and adversely affects the interests of the series
2001-C3 certificateholders in the subject mortgage loan,              

then that breach will be a material breach as to which the trust will have the  
rights against us or the UBS Mortgage Loan Seller, as applicable, described     
under "--Cures and Repurchases" below.                                          

CURES AND REPURCHASES                                                           

If there exists a material breach of any of the representations and   
warranties made by us with respect to any of the Lehman Mortgage Loans or by    
the UBS Mortgage Loan Seller with respect to any of the UBS Mortgage Loans, as  
discussed under "--Representations and Warranties" above, or if there exists a  
material document defect with respect to any Lehman Mortgage Loan or UBS        
Mortgage Loan, as discussed under "--Assignment of the Underlying Mortgage      
Loans" above, then we, in the case of a Lehman Mortgage Loan, and the UBS       
Mortgage Loan Seller, in the case of a UBS Mortgage Loan, will be required      
either:                                                                         

o to remedy that material breach or material document defect, as the case 
may be, in all material respects, or                                  

o to repurchase the affected mortgage loan at a price generally equal to  
the sum of--                                                          

1. the unpaid principal balance of that mortgage loan at the time of  
purchase, plus                                                  

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     2. all unpaid interest, other than Post-ARD Additional Interest and Default
        Interest, due with respect to that mortgage loan pursuant to the related
loan documents through the due date in the collection period of 
purchase, plus                                                  

3. all unreimbursed servicing advances relating to that mortgage loan,
plus                                                            

     4. all unpaid interest accrued on advances made by the master servicer, the
     special servicer, the trustee and/or the fiscal agent with respect to
that mortgage loan, plus                                        

5. all unpaid special servicing fees and other Additional Trust Fund  
Expenses related to that mortgage loan.                         

The time period within which we or the UBS Mortgage Loan Seller must  
complete that remedy or repurchase will generally be limited to 90 days         
following the earlier of the responsible party's discovery or receipt of notice 
of the subject material breach or material document defect, as the case may be. 
However, if the responsible party is diligently attempting to correct the       
problem, then, with limited exception, it will be entitled to an additional 90  
days to complete that remedy or repurchase.                                     

   If a material breach or a material document defect exists with respect to
any pooled mortgage loan that is cross-collateralized with one or more other    
mortgage loans in the trust, and if the cross-collateralization can be          
terminated without any adverse tax consequence for the trust, then we or the    
UBS Mortgage Loan Seller, as applicable, will be permitted, subject to          
specified conditions, to repurchase only the affected mortgage loan. Otherwise, 
the entire cross-collateralized group will be treated as a single mortgage loan 
for purposes of--                                                               

 o determining the materiality of the subject breach or document defect, and

o the repurchase remedy.                                                  

The cure/repurchase obligations of us and the UBS Mortgage Loan Seller
described above will constitute the sole remedy available to the series 2001-C3 
certificateholders in connection with a material breach of any representations  
or warranties or a material document defect with respect to any mortgage loan   
in the trust. No other person will be obligated to repurchase any affected      
mortgage loan in connection with a material breach of any of the                
representations and warranties or a material document defect, if we or the UBS  
Mortgage Loan Seller, as the case may be, default on our obligations to do so.  
There can be no assurance that we or the UBS Mortgage Loan Seller will have     
sufficient assets to repurchase a mortgage loan if required to do so.           

CHANGES IN MORTGAGE POOL CHARACTERISTICS                                        

The description in this prospectus supplement of the mortgage pool is 
based upon the mortgage pool as it is expected to be constituted at the time    
the offered certificates are issued, with adjustments for the monthly debt      
service payments due on the mortgage loans on or before the cut-off date. Prior 
to the issuance of the offered certificates, one or more mortgage loans may be  
removed from the mortgage pool if we consider the removal necessary or          
appropriate. A limited number of other mortgage loans may be included in the    
mortgage pool prior to the issuance of the offered certificates, unless         
including those mortgage loans would materially alter the characteristics of    
the mortgage pool as described in this prospectus supplement. We believe that   
the information in this prospectus supplement will be generally representative  
of the characteristics of the mortgage pool as it will be constituted at the    
time the offered certificates are issued. However, the range of mortgage        
interest rates and maturities, as well as the other characteristics of the      
pooled mortgage loans described in this prospectus supplement, may vary, and    
the actual initial mortgage pool balance may be as much as 5% larger or smaller 
than the initial mortgage pool balance specified in this prospectus supplement. 

A current report on Form 8-K will be available to purchasers of the   
offered certificates on or shortly after the date of initial issuance of the    
offered certificates. We will file that current report on Form 8-K, together    
with the pooling and servicing agreement as an exhibit, with the SEC within 15  
days after the initial issuance of the offered certificates. If mortgage loans  
are removed from or added to the mortgage pool, that removal or addition will   
be noted in that current report on Form 8-K.                                    

REPURCHASE OF EARLY DEFEASANCE MORTGAGE LOANS                                   

   The UBS Mortgage Loan Seller has agreed that if the related borrower with
respect to either of the mortgage loans secured by the mortgaged real           
properties identified on Annex A-1 to this prospectus supplement as Rite        
Aid-Ramona and Long's Drugs-San Pablo, respectively, elects to defease its      
mortgage loan before the second anniversary of the initial issuance of the      
offered certificates, the UBS Mortgage Loan Seller will repurchase that         
mortgage loan at par plus accrued interest.                                     

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SERVICING OF THE UNDERLYING MORTGAGE LOANS

GENERAL                                                                         

 The servicing and administration of the mortgage loans in the trust and
any mortgaged real properties that become REO Properties as a result of         
foreclosure or other similar action, will be governed by the pooling and        
servicing agreement. The following summaries describe some of the provisions of 
the pooling and servicing agreement relating to the servicing and               
administration of the mortgage loans and any REO Properties in the trust. You   
should also refer to the accompanying prospectus, in particular the section     
captioned "Description of the Governing Documents" for additional important     
information regarding provisions of the pooling and servicing agreement that    
relate to the rights and obligations of the master servicer and the special     
servicer.                                                                       

   The pooling and servicing agreement provides that the master servicer and
the special servicer must each service and administer the mortgage loans and    
any REO Properties in the trust for which it is responsible, together with, in  
each case when appropriate, the Chrysler Building Companion Loan, directly or   
through sub-servicers, in accordance with--                                     

o any and all applicable laws,                                            

o the express terms of the pooling and servicing agreement,               

o the express terms of the pooled mortgage loans and the Chrysler Building
Companion Loan, and                                                   

o to the extent consistent with the foregoing, the Servicing Standard.    

   In general, the master servicer will be responsible for the servicing and
administration of--                                                             

o all mortgage loans as to which no Servicing Transfer Event has occurred,
and                                                                   

 o all worked-out mortgage loans as to which no new Servicing Transfer Event
has occurred.                                                         

The special servicer, on the other hand, will be responsible for the  
servicing and administration of each mortgage loan as to which a Servicing      
Transfer Event has occurred and which has not yet become a worked-out mortgage  
loan with respect to that Servicing Transfer Event. The special servicer will   
also be responsible for the administration of each REO Property in the trust.   

 Despite the foregoing, the pooling and servicing agreement will require
the master servicer to continue to collect information and prepare all reports  
to the trustee required to be collected or prepared with respect to any         
specially serviced assets and, otherwise, to render other incidental services   
with respect to any specially serviced assets. In addition, the special         
servicer will perform limited duties and have certain approval rights regarding 
servicing actions with respect to non-specially serviced assets. Neither the    
master servicer nor the special servicer will have responsibility for the       
performance by the other of its respective obligations and duties under the     
pooling and servicing agreement.                                                

  The master servicer will transfer servicing of a pooled mortgage loan to
the special servicer upon the occurrence of a Servicing Transfer Event with     
respect to that mortgage loan. The special servicer will return the servicing   
of that mortgage loan to the master servicer, and that mortgage loan will be    
considered to have been worked-out, if and when all Servicing Transfer Events   
with respect to that mortgage loan cease to exist. The occurrence of a          
Servicing Transfer Event with respect to either of the Chrysler Building        
Mortgage Loan or the Chrysler Building Companion Loan will automatically result 
in the occurrence of a Servicing Transfer Event with respect to the other loan  
in the Chrysler Building Loan Pair.                                             

Some of the mortgage loans that we intend to include in the trust are 
currently being serviced by third-party servicers that are entitled to and will 
become sub-servicers of these loans on behalf of the master servicer. Neither   
the trustee nor any other successor master servicer may terminate the           
sub-servicing agreement for any of those sub-servicers without cause.           

    In general, for so long as the Chrysler Building Mortgage Loan is included
in the trust, the Chrysler Building Companion Loan will be serviced and         
administered under the pooling and servicing agreement as if it was a pooled    
mortgage loan. If the Chrysler Building Companion Loan becomes specially        
serviced, then the Chrysler Building Mortgage Loan will also become a specially 
serviced mortgage loan.                                                         

THE INITIAL MASTER SERVICER AND THE INITIAL SPECIAL SERVICER                    

The Master Servicer. First Union National Bank, a national banking    
association, will act as master servicer with respect to the mortgage pool.     
First Union is a wholly owned subsidiary of First Union Corporation. Its        
principal servicing offices are located at NC 1075, 8739 Research Drive-URP4,   
Charlotte, North Carolina 28262-1075.                                           

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  As of June 30, 2001, First Union and its affiliates were responsible for
servicing approximately 6,377 commercial and multifamily loans, totaling        
approximately $41.7 billion in aggregate outstanding principal amount,          
including loans securitized in mortgage-backed securitization transactions.     
First Union will make no representations as to the validity or sufficiency of   
the pooling and servicing agreement, the series 2001-C3 certificates, the       
pooled mortgage loans or this prospectus supplement.                            

  The information set forth in this prospectus supplement concerning First
Union has been provided by it. Neither we nor any of the underwriters makes any 
representation or warranty as to the accuracy or completeness of this           
information.                                                                    

  The Special Servicer. Lennar Partners, Inc., a Florida corporation and a
subsidiary of LNR Property Corporation, will act as special servicer with       
respect to the mortgage pool. The principal executive offices of Lennar are     
located at 760 NW 107th Avenue, Miami, Florida, 33172, and its telephone number 
is (305) 485-2000.                                                              

    LNR Property Corporation, its subsidiaries and affiliates, are involved in
the real estate investment and management business and engage principally in--  

o acquiring, developing, managing and repositioning commercial and        
multi-family residential real estate properties,                      

o acquiring, often in partnership with financial institutions or real     
estate funds, and managing portfolios of mortgage loans and other real
estate related assets,                                                

o investing in unrated and non-investment grade-rated commercial          
   mortgage-backed securities in respect of which Lennar has the right to be
special servicer, and                                                 

o making high yielding real estate related loans and equity investments.  

Lennar has regional offices located across the country in Florida,    
Georgia, Oregon and California. As of March 2001, Lennar and its affiliates     
were managing a portfolio, which included over 12,800 assets in most states     
with an original face value of over $59 billion, most of which are commercial   
real estate assets. Included in this managed portfolio are $55 billion of       
commercial real estate assets representing 73 securitization transactions, for  
which Lennar is the master servicer or special servicer. Lennar and its         
affiliates own, and are in the business of acquiring, assets similar in type to 
the mortgage loans in the trust.                                                

   The information set forth in this prospectus supplement concerning Lennar
and LNR Property Corporation has been provided by them. Neither we nor any of   
the underwriters makes any representation or warranty as to the accuracy or     
completeness of this information.                                               

SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES                        

The Master Servicing Fee. The principal compensation to be paid to the
master servicer with respect to its master servicing activities will be the     
master servicing fee.                                                           

The master servicing fee will be earned with respect to each and every
mortgage loan in the trust and the Chrysler Building Companion Loan,            
including--                                                                     

o each specially serviced mortgage loan, if any;                          

o each mortgage loan, if any, as to which the corresponding mortgaged real
property has become an REO Property; and                              

o each mortgage loan, if any, that has been defeased.                     

  In the case of each mortgage loan in the trust, the master servicing fee
will--                                                                          

 o be calculated on a 30/360 Basis, except in the case of partial periods of
less than a month, when it will be computed on the basis of the actual
number of days elapsed in the partial period and a 360-day year,      

o accrue at the related master servicing fee rate,                        

o accrue on the same principal amount as interest accrues or is deemed to 
accrue from time to time with respect to that mortgage loan, and      

 o be payable monthly from amounts received with respect to, or allocable as
    recoveries of, interest on that mortgage loan or, following liquidation of
   that mortgage loan and any related REO Property, from general collections
on the other mortgage loans and REO Properties in the trust.          

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    The master servicing fee rate will vary on a loan-by-loan basis and ranges
from 0.10% per annum to 0.13% per annum. The weighted average master servicing  
fee rate for the mortgage pool was 0.10% as of the cut-off date.                

  Additional Master Servicing Compensation. As additional master servicing
compensation, the master servicer will be entitled to receive any and all       
Prepayment Interest Excesses collected with respect to the entire mortgage      
pool.                                                                           

 In addition, the master servicer will be authorized to invest or direct
the investment of funds held in its custodial account and in any and all escrow 
and/or reserve accounts maintained by the master servicer, in Permitted         
Investments. See "--Custodial Account" below. In general, the master servicer   
will be entitled to retain any interest or other income earned on those funds   
that is not otherwise payable to the borrowers and, to the extent the           
investments are made for its benefit, will be required to cover any losses of   
principal from its own funds. The master servicer will not be obligated,        
however, to cover any losses resulting from the bankruptcy or insolvency of any 
depository institution or trust company holding any of those accounts.          

All modification fees, assumption fees, assumption application fees,  
extension fees, consent/waiver fees and other comparable transaction fees and   
charges, if any, collected with respect to the pooled mortgage loans during any 
collection period will be allocated between the master servicer and the special 
servicer, as additional compensation, as provided in the pooling and servicing  
agreement. Similarly, all late payment charges and Default Interest, if any,    
collected with respect to the pooled mortgage loans during any collection       
period will be allocated between the master servicer and the special servicer,  
as additional compensation, as provided in the pooling and servicing agreement, 
but only to the extent that those late payment charges and Default Interest are 
not otherwise allocable--                                                       

o to pay the master servicer, the special servicer, the trustee or the    
    fiscal agent, as applicable, any unpaid interest on advances reimbursed to
    that party during that collection period with respect to any mortgage loan
included in the trust,                                                

o to pay any other expenses, excluding special servicing fees, liquidation
fees and workout fees, that are then outstanding with respect to any  
   mortgage loan included in the trust and that, if paid from a source other
than late payment charges and Default Interest, would be an Additional
Trust Fund Expense, or                                                

o to reimburse the trust for any Additional Trust Fund Expenses, including
 interest on advances, but excluding special servicing fees, liquidation
 fees and workout fees, that were paid with respect to any mortgage loan
   included in the trust, in the 12-month period preceding the collection of
  the subject late payment charges and Default Interest, and were not paid
  from late payment charges and Default Interest collected with respect to
the pooled mortgage loans.                                            

Prepayment Interest Shortfalls. The pooling and servicing agreement   
provides that if any Prepayment Interest Shortfalls are incurred in connection  
with the voluntary prepayment by borrowers of non-specially serviced mortgage   
loans in the mortgage pool during any collection period, the master servicer    
must make a non-reimbursable payment with respect to the related payment date   
in an amount equal to the lesser of:                                            

o the total amount of those Prepayment Interest Shortfalls, and           

o the sum of the following components of the master servicer's total      
servicing compensation for that same collection period--              

1. all Prepayment Interest Excesses, if any, collected with respect to
the entire mortgage pool during that collection period, and     

    2. with respect to each and every mortgage loan in the trust for which the
     master servicer receives master servicing fees during that collection
       period, the portion of those fees calculated at an annual rate of 0.05%
per annum.                                                      

No other master servicing compensation will be available to cover     
Prepayment Interest Shortfalls.                                                 

   Any payments made by the master servicer with respect to any payment date
to cover Prepayment Interest Shortfalls will be included among the amounts      
payable as principal and interest on the series 2001-C3 certificates on that    
payment date as described under "Description of the Offered                     
Certificates--Payments" in this prospectus supplement. If the amount of the     
payments made by the master servicer with respect to any payment date to cover  
Prepayment Interest Shortfalls is less than the total of all the Prepayment     
Interest Shortfalls incurred with respect to the mortgage pool during the       
related collection period, then the resulting Net Aggregate Prepayment Interest 
Shortfall will be allocated, sequentially in reverse order of seniority, among  
the respective interest-bearing classes of the series 2001-C3 certificates, in  
reduction of the interest payable on those certificates, as and to the extent   
described under "Description of the Offered Certificates--Payments--Payments of 
Interest" in this prospectus supplement.                                        

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    Principal Special Servicing Compensation. The principal compensation to be
paid to the special servicer with respect to its special servicing activities   
in respect of the mortgage pool and the Chrysler Building Companion Loan will   
be--                                                                            

o the special servicing fee,                                              

o the workout fee, and                                                    

o the liquidation fee.                                                    

The Special Servicing Fee. A special servicing fee will be earned with
respect to--                                                                    

o each specially serviced mortgage loan, if any, and                      

o each mortgage loan, if any, as to which the corresponding mortgaged real
property has become an REO Property;                                  

In the case of each pooled mortgage loan referred to in the prior     
paragraph, the special servicing fee will--                                     

 o be calculated on a 30/360 Basis, except in the case of partial periods of
less than a month, when it will be computed on the basis of the actual
number of days elapsed in the partial period and a 360-day year,      

o accrue at a special servicing fee rate of 0.25% per annum,              

o accrue on the Stated Principal Balance of that mortgage loan outstanding
from time to time, and                                                

 o generally be payable monthly from general collections on all the mortgage
loans and any REO Properties in the trust.                            

The Workout Fee. The special servicer will, in general, be entitled to
receive a workout fee with respect to each worked-out mortgage loan. The        
workout fee will be payable out of, and will be calculated by application of a  
workout fee rate of 1.0% to, each collection of--                               

o interest, other than Default Interest and Post-ARD Additional Interest, 

o principal, and                                                          

o prepayment consideration,                                               

received on the subject mortgage loan for so long as it remains a worked-out    
mortgage loan,                                                                  

   The workout fee with respect to any worked-out mortgage loan in the trust
will cease to be payable if a new Servicing Transfer Event occurs with respect  
to that loan. However, a new workout fee would become payable if that mortgage  
loan again became a worked-out mortgage loan with respect to that new Servicing 
Transfer Event.                                                                 

If the special servicer is terminated other than for cause or resigns,
then it will retain the right to receive any and all workout fees payable with  
respect to mortgage loans in the trust that became worked-out mortgage loans    
during the period that it acted as special servicer and remained worked-out     
mortgage loans at the time of its termination or resignation. The successor     
special servicer will not be entitled to any portion of those workout fees.     

    Although workout fees are intended to provide the special servicer with an
incentive to better perform its duties, the payment of any workout fee will     
reduce amounts payable to the series 2001-C3 certificateholders.                

 The Liquidation Fee. The special servicer will be entitled to receive a
liquidation fee with respect to each specially serviced mortgage loan for which 
it obtains a full, partial or discounted payoff from the related borrower. The  
special servicer will also be entitled to receive a liquidation fee with        
respect to any specially serviced mortgage loan or REO Property in the trust as 
to which it receives any Liquidation Proceeds, except as described in the next  
paragraph. As to each 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% to, the related payment or proceeds, exclusive   
of any portion of that payment or proceeds that represents a recovery of        
Default Interest or Post-ARD Additional Interest.                               

Despite anything to the contrary described in the prior paragraph, no 
liquidation fee will be payable based on, or out of, proceeds received in       
connection with:                                                                

o the repurchase of any mortgage loan in the trust by us or the UBS       
Mortgage Loan Seller for a breach of representation or warranty or for
defective or deficient mortgage loan documentation, as described under
"Description of the Mortgage Pool--Cures and Repurchases" in this     
prospectus supplement;                                                

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o the purchase of any defaulted mortgage loan or REO Property in the trust
  by the master servicer, the special servicer or any certificateholder(s)
    of the series 2001-C3 controlling class, as described under "--Realization
 Upon Defaulted Mortgage Loans; Sale of Defaulted Mortgage Loans and REO
Properties" below;                                                    

 o the purchase of all of the mortgage loans and REO Properties in the trust
by us, Lehman Brothers Inc., the special servicer, any                
    certificateholder(s) of the series 2001-C3 controlling class or the master
servicer in connection with the termination of the trust, as described
under "Description of the Offered Certificates--Termination" in this  
prospectus supplement;                                                

o the purchase of the Chrysler Building Mortgage Loan by the Chrysler     
   Building Companion Loan Noteholder as described under "Description of the
Mortgage Pool--Significant Underlying Mortgage Loans--The Chrysler    
Building Mortgage Loan--The Co-Lender Agreement" in this prospectus   
supplement; or                                                        

o the purchase by the UBS Mortgage Loan Seller of either of the two       
  mortgage loans that may be defeased before the second anniversary of the
initial issuance of the offered certificates as described under       
"Description of the Mortgage Pool--Repurchase of the Early Defeasance 
Loans" in this prospectus supplement.                                 

Although liquidation fees are intended to provide the special servicer
with an incentive to better perform its duties, the payment of any liquidation  
fee will reduce amounts payable to the series 2001-C3 certificateholders.       

    Additional Special Servicing Compensation. As additional special servicing
compensation, the special servicer will be authorized to invest or direct the   
investment of funds held in its REO account in Permitted Investments. See       
"--REO Account" below. In general, the special servicer will be entitled to     
retain any interest or other income earned on those funds and will be required  
to cover any losses of principal from its own funds without any right to        
reimbursement. The special servicer will not be obligated, however, to cover    
any losses resulting from the bankruptcy or insolvency of any depository        
institution or trust company holding the special servicer's REO account.        

All modification fees, assumption fees, assumption application fees,  
extension fees, consent/waiver fees and other comparable transaction fees and   
charges, if any, collected with respect to the pooled mortgage loans during any 
collection period will be allocated between the master servicer and the special 
servicer, as additional compensation, as provided in the pooling and servicing  
agreement. Similarly, all late payment charges and Default Interest, if any,    
collected with respect to the pooled mortgage loans during any collection       
period will be allocated between the master servicer and the special servicer,  
as additional compensation, as provided in the pooling and servicing agreement, 
but only to the extent that those late payment charges and Default Interest are 
not otherwise allocable--                                                       

o to pay the master servicer, the special servicer, the trustee or the    
    fiscal agent, as applicable, any unpaid interest on advances reimbursed to
    that party during that collection period with respect to any mortgage loan
included in the trust                                                 

o to pay any other expenses, excluding special servicing fees, liquidation
fees and workout fees, that are then outstanding with respect to any  
   mortgage loan included in the trust and that, if paid from a source other
than late payment charges and Default Interest, would be an Additional
Trust Fund Expense, or                                                

o to reimburse the trust for any Additional Trust Fund Expenses, including
interest on advances but excluding special servicing fees, liquidation
 fees and workout fees, that were paid with respect to any mortgage loan
  included in the trust in the 12-month period preceding the collection of
  the subject late payment charges and Default Interest, and were not paid
  from late payment charges and Default Interest collected with respect to
the pooled mortgage loans.                                            

  Payment of Expenses; Servicing Advances. Each of the master servicer and
the special servicer will be required to pay its overhead costs and any general 
and administrative expenses incurred by it in connection with its servicing     
activities under the pooling and servicing agreement. The master servicer and   
the special servicer will not be entitled to reimbursement for these expenses   
except as expressly provided in the pooling and servicing agreement.            

 Any and all customary, reasonable and necessary out of pocket costs and
expenses incurred by the master servicer or the special servicer in connection  
with the servicing of a pooled mortgage loan, if a default is imminent or after 
a default, delinquency or other unanticipated event has occurred with respect   
to that loan, or in connection with the administration of any REO Property,     
will be servicing advances. Servicing advances will be reimbursable from future 
payments and other collections, including Insurance Proceeds, Condemnation      
Proceeds and Liquidation Proceeds, in connection with the related mortgage loan 
or REO Property.                                                                

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The special servicer may request the master servicer to make servicing
advances with respect to a specially serviced mortgage loan or REO Property, in 
lieu of the special servicer's making that advance itself. The special servicer 
must make the request a specified number of days in advance of when the         
servicing advance is required to be made under the pooling and servicing        
agreement. The master servicer, in turn, must make the requested servicing      
advance within a specified number of days following the master servicer's       
receipt of the request. If the request is timely and properly made, the special 
servicer will be relieved of any obligations with respect to a servicing        
advance that it requests the master servicer to make, regardless of whether or  
not the master servicer actually 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 15 days after the servicing advance is required to be made, then the  
trustee will be required:                                                       

o if it has actual knowledge of the failure, to give the defaulting party 
notice of its failure; and                                            

o if the failure continues for three more business days, to make the      
servicing advance.                                                    

The pooling and servicing agreement will obligate the fiscal agent to make any  
servicing advances that the trustee was obligated, but failed, to make.         

   Despite the foregoing discussion or anything else to the contrary in this
prospectus supplement, none of the master servicer, the special servicer, the   
trustee or the fiscal agent will be obligated to make servicing advances that,  
in the judgment of the party making the advance, would not be ultimately        
recoverable from expected collections on the related mortgage loan or REO       
Property. If the master servicer, the special servicer, the trustee or the      
fiscal agent makes any servicing advance that it subsequently determines is not 
recoverable from expected collections on the related mortgage loan or REO       
Property, it may obtain reimbursement for that advance, together with interest  
on the advance, out of general collections on the mortgage loans and any REO    
Properties on deposit in the master servicer's custodial account from time to   
time.                                                                           

    The master servicer will be permitted to pay, and the special servicer may
direct the payment of, some servicing expenses out of general collections on    
the pooled mortgage loans and any related REO Properties on deposit in the      
master servicer's custodial account from time to time, including for the        
remediation of any adverse environmental circumstance or condition at any of    
the mortgaged real properties securing a pooled mortgage loan. If the payment   
of any such servicing expense is not expected to be recoverable from            
collections on the related mortgage loan or REO Property, then the master       
servicer would generally make such payment only if and when the master          
servicer, or the special servicer if a specially serviced asset is involved,    
has determined in accordance with the Servicing Standard that making the        
payment is in the best interests of the series 2001-C3 certificateholders and,  
if the subject specially serviced asset is the Chrysler Building Loan Pair or   
the related REO Property, the Chrysler Building Companion Loan Noteholder, as a 
collective whole.                                                               

The master servicer, the special servicer, the trustee and the fiscal 
agent will be entitled to receive interest on servicing advances made by them.  
The interest will accrue on the amount of each servicing advance, and compound  
annually, for so long as the servicing advance is outstanding, at a rate per    
annum equal to the prime rate as published in the "Money Rates" section of The  
Wall Street Journal, as that prime rate may change from time to time. Interest  
accrued with respect to any servicing advance will be payable in the collection 
period when the advance is reimbursed--                                         

o first, out of Default Interest and late payment charges collected on the
    related mortgage loan or any other pooled mortgage loan in that collection
period, and                                                           

o then, if and to the extent that the Default Interest and late payment   
 charges referred to in clause first above are insufficient to cover the
  advance interest, out of any other amounts then on deposit in the master
servicer's custodial account.                                         

THE SERIES 2001-C3 CONTROLLING CLASS REPRESENTATIVE AND THE CHRYSLER BUILDING   
COMPANION LOAN NOTEHOLDER                                                   

Series 2001-C3 Controlling Class. As of any date of determination, the
controlling class of series 2001-C3 certificateholders will be the holders of   
the most subordinate class of series 2001-C3 certificates then outstanding,     
other than the class X, R-LR, R-I, R-II and R-III certificates, that has a      
total principal balance that is not less than 25% of that class's original      
total principal balance. However, if no class of series 2001-C3 certificates,   
exclusive of the class X, R-LR, R-I, R-II and R-III certificates, has a total   
principal balance that satisfies this requirement, then the controlling class   
of series 2001-C3 certificateholders will be the holders of the most            
subordinate class of series 2001-C3 certificates then outstanding, other than   
the class X, R-LR, R-I, R-II and R-III certificates, that has a total principal 
balance greater than zero. The class A-1 and A-2 certificates will be treated   
as one class for purposes of determining the controlling class of series        
2001-C3 certificates.                                                           

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Selection of the Series 2001-C3 Controlling Class Representative. The 
pooling and servicing agreement permits the holder or holders of series 2001-C3 
certificates representing a majority of the voting rights allocated to the      
series 2001-C3 controlling class to select a representative from whom the       
special servicer will seek advice and approval and take direction under the     
circumstances described below in this "--The Series 2001-C3 Controlling Class   
Representative and the Chrysler Building Companion Loan Noteholder" section. In 
addition, if the series 2001-C3 controlling class is held in book-entry form    
and confirmation of the identities of the related beneficial owners has been    
provided to the trustee, those beneficial owners entitled to a majority of the  
voting rights allocated to the series 2001-C3 controlling class will be         
entitled to directly select a controlling class representative.                 

  Rights and Powers of the Series 2001-C3 Controlling Class Representative
and the Chrysler Building Companion Loan Noteholder. The special servicer will, 
in general, not be permitted to take any of the following actions as to which   
the series 2001-C3 controlling class representative has objected in writing     
within 10 business days of having been notified in writing of the particular    
action and having been provided with all reasonably requested information with  
respect to the particular action--                                              

o any foreclosure upon or comparable conversion, which may include        
  acquisitions of an REO Property, of the ownership of properties securing
those specially serviced mortgage loans in the trust as come into and 
continue in default;                                                  

o any modification, amendment or waiver of a monetary term, including the 
timing of payments, or any material non-monetary term of a specially  
serviced mortgage loan in the trust;                                  

o any proposed sale of a specially serviced mortgage loan or any related  
  REO Property in the trust, other than in connection with the termination
    of the trust as described under "Description of the Offered Certificates--
    Termination" in this prospectus supplement, for less than par plus accrued
 interest, other than Default Interest and Post-ARD Additional Interest;

o any acceptance of a discounted payoff with respect to a specially       
serviced mortgage loan in the trust;                                  

o any determination to bring an REO Property, or the mortgaged real       
property securing a defaulted mortgage loan, held by the trust into   
compliance with applicable environmental laws or to otherwise address 
hazardous materials located at that property;                         

o any release of collateral for a specially serviced mortgage loan in the 
 trust, other than in accordance with the terms of, or upon satisfaction
of, that mortgage loan;                                               

o any acceptance of substitute or additional collateral for a specially   
serviced mortgage loan in the trust, other than in accordance with the
terms of that mortgage loan;                                          

o any waiver of a due-on-sale or due-on-encumbrance clause with respect to
a pooled mortgage loan; and                                           

o any acceptance of an assumption agreement releasing a borrower from     
liability under a pooled mortgage loan.                               

In addition, the series 2001-C3 controlling class representative may  
direct the special servicer to take, or to refrain from taking, any actions     
that the series 2001-C3 controlling class representative may consider advisable 
or as to which provision is otherwise made in the pooling and servicing         
agreement.                                                                      

   Notwithstanding the foregoing, no advice, direction or objection given or
made by the series 2001-C3 controlling class representative, as contemplated by 
either of the two preceding paragraphs, may require or cause the special        
servicer to violate any other provision of the pooling and servicing agreement  
described in this prospectus supplement or the accompanying prospectus,         
including the special servicer's obligation to act in accordance with the       
Servicing Standard. Furthermore, the special servicer will not be obligated to  
seek approval from the series 2001-C3 controlling class representative for any  
actions to be taken by the special servicer with respect to any particular      
specially serviced mortgage loan in the trust if--                              

 o the special servicer has, as described above, notified the series 2001-C3
 controlling class representative in writing of various actions that the
special servicer proposes to take with respect to the workout or      
liquidation of that mortgage loan, and                                

o for 60 days following the first of those notices, the series 2001-C3    
controlling class representative has objected to all of those proposed
    actions and has failed to suggest any alternative actions that the special
servicer considers to be consistent with the Servicing Standard.      

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    Also, notwithstanding the foregoing, if the unpaid principal amount of the
Chrysler Building Companion Loan, net of any existing related Appraisal         
Reduction Amount with respect to the Chrysler Building Loan Pair, is equal to   
or greater than 50% of the original unpaid principal amount of the Chrysler     
Building Companion Loan, then the series 2001-C3 controlling class              
representative will not be entitled to exercise any of the rights and powers    
described above with respect to the Chrysler Building Loan Pair and, instead,   
the Chrysler Building Companion Loan Noteholder or its designee will be         
entitled to exercise those rights and powers with respect to the Chrysler       
Building Loan Pair.                                                             

Limitation on Liability of the Series 2001-C3 Controlling Class       
Representative and the Chrysler Building Companion Loan Noteholder. The series  
2001-C3 controlling class representative will not be liable to the trust or the 
series 2001-C3 certificateholders for any action taken, or for refraining from  
the taking of any action, in good faith pursuant to the pooling and servicing   
agreement, or for errors in judgment; except that the series 2001-C3            
controlling class representative will not be protected against any liability    
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 series 2001-C3 certificateholder acknowledges and   
agrees, by its acceptance of its series 2001-C3 certificates, that:             

o the series 2001-C3 controlling class representative may have special    
    relationships and interests that conflict with those of the holders of one
or more classes of the series 2001-C3 certificates;                   

 o the series 2001-C3 controlling class representative may act solely in the
interests of the holders of the series 2001-C3 controlling class;     

o the series 2001-C3 controlling class representative does not have any   
 duties to the holders of any class of series 2001-C3 certificates other
than the series 2001-C3 controlling class;                            

 o the series 2001-C3 controlling class representative may take actions that
    favor the interests of the holders of the series 2001-C3 controlling class
  over the interests of the holders of one or more other classes of series
2001-C3 certificates;                                                 

 o the series 2001-C3 controlling class representative will not be deemed to
   have been negligent or reckless, or to have acted in bad faith or engaged
in willful misconduct, by reason of its having acted solely in the    
interests of the holders of the series 2001-C3 controlling class; and 

o the series 2001-C3 controlling class representative will have no        
liability whatsoever for having acted solely in the interests of the  
holders of the series 2001-C3 controlling class, and no series 2001-C3
certificateholder may take any action whatsoever against the series   
2001-C3 controlling class representative for having so acted.         

The Chrysler Building Companion Loan Noteholder or its designee, in   
connection with exercising the rights and powers described under "--The Series  
2001-C3 Controlling Class Representative and the Chrysler Building Companion    
Loan Noteholder--Rights and Powers of the Series 2001-C3 Controlling Class      
Representative and the Chrysler Building Companion Loan Noteholder" above with  
respect to the Chrysler Building Loan Pair, will be entitled to substantially   
the same limitations on liability to which the series 2001-C3 controlling class 
representative is entitled.                                                     

REPLACEMENT OF THE SPECIAL SERVICER BY THE SERIES 2001-C3 CONTROLLING CLASS     

Series 2001-C3 certificateholders entitled to a majority of the voting
rights allocated to the series 2001-C3 controlling class may--                  

o terminate an existing special servicer without cause, and               

o appoint a successor to any special servicer that has resigned or been   
terminated.                                                           

 Any termination of an existing special servicer and/or appointment of a
successor special servicer will be subject to, among other things, receipt by   
the trustee of--                                                                

 1. written confirmation from each of S&P and Fitch that the appointment
     will not result in a qualification, downgrade or withdrawal of any of
     the ratings then assigned thereby to the respective classes of series
2001-C3 certificates, and                                       

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  2. the written agreement of the proposed special servicer to be bound by
the terms and conditions of the pooling and servicing agreement,
      together with an opinion of counsel regarding, among other things, the
 enforceability of the pooling and servicing agreement against the
proposed special servicer.                                      

If the controlling class of series 2001-C3 certificates is held in    
book-entry form and confirmation of the identities of the related beneficial    
owners has been provided to the trustee, then the beneficial owners entitled to 
a majority of the voting rights allocated to the series 2001-C3 controlling     
class will be entitled to directly replace an existing special servicer and     
appoint a successor, in the manner described above.                             

Any costs and expenses incurred in connection with the removal of a   
special servicer as described in this section that are not paid by the          
replacement special servicer will be paid by the holders or beneficial owners   
entitled to a majority of the voting rights allocated to the Series 2001-C3     
controlling class.                                                              

 The Chrysler Building Companion Loan Noteholder has no similar right to
terminate the special servicer.                                                 

ENFORCEMENT OF DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS                    

 Subject to the discussion under "--The Series 2001-C3 Controlling Class
Representative and the Chrysler Building Companion Loan Noteholder" above, the  
special servicer or, in the case of a due-on-sale clause, the master servicer   
or the special servicer, as applicable, will be required to determine, in a     
manner consistent with the Servicing Standard, whether to waive any right the   
lender under any pooled mortgage loan may have under either a                   
due-on-encumbrance clause or a due-on-sale clause to accelerate payment of that 
mortgage loan. However, the special servicer may not waive its rights or grant  
its consent under any due-on-encumbrance clause and, if the principal balance   
of the subject pooled mortgage loan is at least equal to $20,000,000, neither   
the master servicer nor the special servicer may waive its rights or grant its  
consent under any due-on-sale clause, unless the master servicer or the special 
servicer, as applicable, has received written confirmation from each applicable 
rating agency that this action would not result in the qualification, downgrade 
or withdrawal of any of the then-current ratings then assigned by the rating    
agency to the series 2001-C3 certificates. In addition, the master servicer may 
not waive its rights or grant its consent under any due-on-sale clause under    
any mortgage loan without the consent of the special servicer.                  

MODIFICATIONS, WAIVERS, AMENDMENTS AND CONSENTS                                 

   In the case of any mortgage loan other than a specially serviced mortgage
loan, and subject to the rights of the special servicer described below in this 
"--Modifications, Waivers, Amendments and Consents" section, the master         
servicer will be responsible for responding to any request by a borrower for    
the consent or approval of the mortgagee with respect to a modification, waiver 
or amendment which would not, except in limited circumstances generally         
involving the waiver of Default Interest, late payment charges and Post-ARD     
Additional Interest--                                                           

o affect the amount or timing of any of the payment terms of the mortgage 
loan,                                                                 

o result in the release of the related borrower from any material terms of
the mortgage loan,                                                    

 o waive any rights under the mortgage loan with respect to any guarantor of
the mortgage loan,                                                    

o relate to the release, addition or substitution of any material         
collateral for the mortgage loan, or                                  

o relate to any waiver of or granting of consent under a due-on-sale or   
due-on-encumbrance clause.                                            

To the extent consistent with the foregoing, the master servicer will also be   
responsible for providing or withholding mortgagee consent with respect to      
certain routine matters.                                                        

Except as described above and in other limited matters, the master    
servicer may not agree to waive, modify or amend any term of any mortgage loan. 
Furthermore, the master servicer may not agree to any modification, waiver or   
amendment of any term of any mortgage loan that would cause any REMIC or        
grantor trust created under the pooling and servicing agreement to fail to      
qualify as such under the Internal Revenue Code of 1986 or result in the        
imposition of any tax on "prohibited transactions" or "contributions" after the 
startup day under the REMIC provisions of the Internal Revenue Code.            

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 The pooling and servicing agreement will permit the special servicer to
modify, extend, waive or amend any term of any mortgage loan if that            
modification, extension, waiver or amendment:                                   

o is consistent with the Servicing Standard, and                          

o except under the circumstances described below, will not--              

1. affect the amount or timing of any scheduled payments of principal,
  interest or other amounts, including prepayment premiums and yield
     maintenance charges, but excluding Default Interest and other amounts
 constituting additional servicing compensation, payable under the
mortgage loan,                                                  

2. affect the obligation of the related borrower to pay a prepayment  
    premium or yield maintenance charge or permit a principal prepayment
during the applicable prepayment lockout period,                

  3. except as expressly provided by the related mortgage instrument or in
 connection with a material adverse environmental condition at the
       related mortgaged real property, result in a release of the lien of the
    related mortgage instrument on any material portion of that property
without a corresponding principal prepayment, or                

   4. in the special servicer's judgment, materially impair the security for
       the mortgage loan or reduce the likelihood of timely payment of amounts
due on the mortgage loan.                                       

   Notwithstanding the second bullet of the preceding paragraph, but subject
to the following paragraph and the discussion under "--The Series 2001-C3       
Controlling Class Representative and the Chrysler Building Companion Loan       
Noteholder" above, the special servicer may--                                   

o reduce the amounts owing under any specially serviced mortgage loan by  
forgiving principal, accrued interest, including Post-ARD Additional  
Interest, and/or any prepayment premium or yield maintenance charge,  

o reduce the amount of the monthly debt service payment on any specially  
serviced mortgage loan, including by way of a reduction in the related
mortgage interest rate,                                               

o forbear in the enforcement of any right granted under any mortgage note,
mortgage instrument or other loan document relating to a specially    
serviced mortgage loan,                                               

o accept a principal prepayment on a specially serviced mortgage loan     
during any prepayment lockout period, or                              

o subject to the limitations described in the following paragraph, extend 
the maturity date of a mortgage loan;                                 

provided that--                                                                 

 1. the related borrower is in monetary default or material non-monetary
       default with respect to the specially serviced mortgage loan or, in the
judgment of the special servicer, that default is reasonably    
foreseeable,                                                    

   2. in the judgment of the special servicer, that modification, extension,
     waiver or amendment would increase the recovery to the series 2001-C3
       certificateholders and, if the Chrysler Building Loan Pair is involved,
   to the Chrysler Building Companion Loan Noteholder, as a collective
whole, on a present value basis, and                            

   3. that modification, extension, waiver or amendment does not result in a
        tax on "prohibited transactions" or "contributions" being imposed on the
      trust after the startup day under the REMIC Provisions of the Internal
Revenue Code of 1986 or cause any REMIC or grantor trust created
     pursuant to the pooling and servicing agreement to fail to qualify as
such under the Internal Revenue Code of 1986.                   

In no event, however, will the special servicer be permitted to:      

o extend the maturity date of a mortgage loan beyond a date that is two   
years prior to the last rated final payment date;                     

o extend the maturity date of the Chrysler Building Mortgage Loan or the  
Chrysler Building Companion Loan;                                     

o extend the maturity date of any other mortgage loan for more than five  
years beyond its original maturity date; or                           

 o if the mortgage loan is secured solely or primarily by a lien on a ground
 lease, but not by the related fee interest, extend the maturity date of
that mortgage loan beyond the date that is 20 years or, to the extent 
 consistent with the Servicing Standard, giving due consideration to the
remaining term of the ground lease, ten years, prior to the end of the
term of that ground lease.                                            

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   The master servicer will be permitted, in its discretion, to waive any or
all Post-ARD Additional Interest accrued on an ARD Loan, if--                   

o prior to the related maturity date, the related borrower has requested  
   the right to prepay the mortgage loan in full, together with all payments
  required by the related loan documents in connection with the prepayment
except for all or a portion of that Post-ARD Additional Interest, and 

 o the Master Servicer has determined that the waiver of all or a portion of
Post-ARD Additional Interest would result in a greater recovery to the
   series 2001-C3 certificateholders and, if the Chrysler Building Loan Pair
is involved, to the Chrysler Building Companion Loan Noteholder, as a 
collective whole, on a present value basis, than not waiving it.      

  The master servicer will not have any liability to the trust, the series
2001-C3 certificateholders or any other person for that determination if it is  
made in accordance with the Servicing Standard. The pooling and servicing       
agreement will also limit the master servicer's and the special servicer's      
ability to institute an enforcement action solely for the collection of         
Post-ARD Additional Interest.                                                   

  Any modification, extension, waiver or amendment of the payment terms of
the Chrysler Building Loan Pair will be required to be structured so as to be   
consistent with the allocation and payment priorities in the related loan       
documents so that neither the trust as holder of the Chrysler Building Mortgage 
Loan nor the Chrysler Building Companion Loan Noteholder gains a priority over  
the other holder that is not reflected in the related loan documents. Further,  
to the extent consistent with the Servicing Standard, taking into account the   
subordinate position of the Chrysler Building Companion Loan--                  

o no waiver, reduction or deferral of any amounts due on the Chrysler     
   Building Mortgage Loan will be effected prior to the waiver, reduction or
deferral of the entire corresponding item in respect of the Chrysler  
Building Companion Loan, and                                          

o no reduction of the mortgage interest rate of the Chrysler Building     
    Mortgage Loan, excluding any Post-ARD Additional Interest, may be effected
prior to the reduction of the mortgage interest rate of the Chrysler  
 Building Companion Loan, excluding any Post-ARD Additional Interest, to
the maximum extent possible.                                          

  The special servicer and master servicer will each be required to notify
the trustee of any modification, waiver or amendment of any term of any         
mortgage loan, and to deliver to the trustee, for deposit in the related        
mortgage file, an original counterpart of the agreement relating to             
modification, waiver or amendment agreed to by it, promptly following its       
execution. Upon reasonable prior written notice to the trustee, copies of each  
agreement by which any modification, waiver or amendment of any term of any     
mortgage loan is effected are required to be available for review during normal 
business hours at the offices of the trustee. See "Description of the Offered   
Certificates--Reports to Certificateholders; Available Information" in this     
prospectus supplement.                                                          

REQUIRED APPRAISALS                                                             

 Within a specified number of days after the date on which any Appraisal
Trigger Event has occurred with respect to any of the pooled mortgage loans,    
the special servicer must obtain, and deliver to the trustee a copy of, an      
appraisal of the related mortgaged real property, from an independent appraiser 
meeting the qualifications imposed in the pooling and servicing agreement,      
unless an appraisal had previously been obtained within the prior 12 months and 
the special servicer believes, in accordance with the Servicing Standard, there 
has been no subsequent material change in the circumstances surrounding that    
property that would draw into question the applicability of that appraisal.     
Notwithstanding the foregoing, if the Stated Principal Balance of the subject   
mortgage loan is less than $2,000,000, the special servicer may perform an      
internal valuation of the mortgaged real property instead of obtaining an       
appraisal. Also notwithstanding the foregoing, if the portion of the Stated     
Principal Balance of the subject mortgage loan that has been allocated to any   
particular mortgaged real property, assuming there is more than one mortgaged   
property securing the related mortgage loan, is less than $2,000,000, the       
special servicer may perform an internal valuation of the particular mortgaged  
real property instead of obtaining an appraisal.                                

    As a result of any appraisal or other valuation, it may be determined that
an Appraisal Reduction Amount exists with respect to the subject mortgage loan. 
An Appraisal Reduction Amount is relevant to the determination of the amount of 
any advances required to be made with respect to the affected mortgage loan.    
The Appraisal Reduction Amount for any mortgage loan will be determined         
following either--                                                              

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o the occurrence of the Appraisal Trigger Event, if no new appraisal or   
estimate is required or obtained, or                                  

o the receipt of a new appraisal or estimate, if one is required and      
obtained.                                                             

See "Description of the Offered Certificates--Advances of Delinquent  
Monthly Debt Service Payments" in this prospectus supplement.                   

   If an Appraisal Trigger Event occurs with respect to any mortgage loan in
the trust, then the special servicer will have an ongoing obligation to obtain  
or perform, as applicable, on or about each anniversary of the occurrence of    
that Appraisal Trigger Event, an update of the prior required appraisal or      
other valuation. Based upon that update, the special servicer is to redetermine 
and report to the trustee and the master servicer the new Appraisal Reduction   
Amount, if any, with respect to the mortgage loan. This ongoing obligation will 
cease, except in the case of a mortgage loan as to which the Appraisal Trigger  
Event was the expiration of five years following the initial extension of its   
maturity, if and when--                                                         

o if the subject mortgage loan had become a specially serviced mortgage   
loan, it has become a worked-out mortgage loan as contemplated under  
"--General" above,                                                    

o the subject mortgage loan has remained current for at least three       
consecutive monthly debt service payments, and                        

 o no other Appraisal Trigger Event has occurred with respect to the subject
mortgage loan during the preceding three months.                      

The cost of each required appraisal, and any update of that appraisal,
will be advanced by the special servicer or, at its request, by the master      
servicer and will be reimbursable to the special servicer or the master         
servicer, as the case may be, as a servicing advance.                           

   At any time that an Appraisal Reduction Amount exists with respect to any
mortgage loan in the trust, the series 2001-C3 controlling class representative 
or, if the subject mortgage loans are the Chrysler Building Loan Pair, the      
Chrysler Building Companion Loan Noteholder will be entitled, at its own        
expense, to obtain and deliver to the master servicer, the special servicer and 
the trustee an appraisal that satisfies the criteria for a required appraisal.  
Upon request of the series 2001-C3 controlling class representative or the      
Chrysler Building Companion Loan Noteholder, as the case may be, the special    
servicer will be required to recalculate the Appraisal Reduction Amount with    
respect to the subject mortgage loan based on that appraisal and to report the  
recalculated Appraisal Reduction Amount to the master servicer.                 

CUSTODIAL ACCOUNT                                                               

   General. The master servicer will be required to establish and maintain a
custodial account for purposes of holding payments and other collections that   
it receives with respect to the pooled mortgage loans. Payments and collections 
received in respect of the Chrysler Building Companion Loan will not be         
deposited in the custodial account. That custodial account must be maintained   
in a manner and with a depository institution that satisfies rating agency      
standards for securitizations similar to the one involving the offered          
certificates.                                                                   

  The funds held in the master servicer's custodial account may be held as
cash or invested in Permitted Investments. Any interest or other income earned  
on funds in the master servicer's custodial account will be paid to the master  
servicer as additional compensation subject to the limitations set forth in the 
pooling and servicing agreement.                                                

  Deposits. Under the pooling and servicing agreement, the master servicer
is required to deposit or cause to be deposited in its custodial account within 
one business day following receipt, in the case of payments and other           
collections on the pooled mortgage loans, or as otherwise required under the    
pooling and servicing agreement, the following payments and collections         
received or made by or on behalf of the master servicer with respect to the     
mortgage pool subsequent to the date of initial issuance of the offered         
certificates, other than monthly debt service payments due on or before the     
cut-off date, which monthly debt service payments belong to the related         
mortgage loan seller:                                                           

o all payments on account of principal on the mortgage loans, including   
principal prepayments;                                                

o all payments on account of interest on the mortgage loans, including    
Default Interest and Post-ARD Additional Interest;                    

o all prepayment premiums, yield maintenance charges and late payment     
charges collected with respect to the mortgage loans;                 

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o all Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds  
  collected on the pooled mortgage loans, except to the extent that any of
   those proceeds are to be deposited in the special servicer's REO account;

 o any amounts required to be deposited by the master servicer in connection
  with losses incurred with respect to Permitted Investments of funds held
in the custodial account;                                             

o all payments required to be paid by the master servicer or the special  
 servicer with respect to any deductible clause in any blanket insurance
policy as described under "--Maintenance of Insurance" below;         

o any amount required to be transferred from the special servicer's REO   
account; and                                                          

o any amounts required to be transferred from any debt service reserve    
accounts with respect to the mortgage loans.                          

   Upon receipt of any of the amounts described in the first four bullets of
the prior paragraph with respect to any specially serviced mortgage loan in the 
trust, the special servicer is required to promptly remit those amounts to the  
master servicer for deposit in the master servicer's custodial account.         

  Withdrawals. The master servicer may make withdrawals from its custodial
account for any of the following purposes, which are not listed in any order of 
priority:                                                                       

1.  to remit to the trustee for deposit in the trustee's collection account 
described under "Description of the Offered Certificates--Collection
 Account" in this prospectus supplement, on the business day preceding
 each payment date, all payments and other collections on the mortgage
     loans and any REO Properties in the trust that are then on deposit in the
   custodial account, exclusive of any portion of those payments and other
collections that represents one or more of the following--          

    (a)        monthly debt service payments due on a due date subsequent to
the end of the related collection period,     

   (b)        payments and other collections received after the end of the
related collection period, and                

  (c)        amounts that are payable or reimbursable from the custodial
     account to any person other than the series 2001-C3
         certificateholders in accordance with any of clauses 3.
through 20. below;                            

2.  to apply amounts held for future distribution on the series 2001-C3     
    certificates to make advances to cover delinquent scheduled debt service
 payments, other than balloon payments, as and to the extent described
  under "Description of the Offered Certificates--Advances of Delinquent
Monthly Debt Service Payments" in this prospectus supplement;       

3.  to reimburse the fiscal agent, the trustee, itself or the special       
     servicer, as applicable, for any unreimbursed advances made by that party
   under the pooling and servicing agreement, which reimbursement is to be
    made out of collections on the mortgage loan or REO Property as to which
the advance was made;                                               

4.  to pay itself earned and unpaid master servicing fees in respect of each
mortgage loan in the trust, which payment is first to be made out of
amounts received on or with respect to that mortgage loan that are  
allocable as a recovery of interest and then, if the subject pooled 
  mortgage loan and any related REO Property has been liquidated, out of
   general collections on the mortgage loans and any REO Properties in the
trust;                                                              

5.  to pay the special servicer, out of general collections on the mortgage 
loans and any REO Properties in the trust, earned and unpaid special
  servicing fees with respect to each mortgage loan in the trust that is
either--                                                            

(a)  a specially serviced mortgage loan, or                         

    (b)  a mortgage loan as to which the related mortgaged real property has
become an REO Property;                                   

6.  to pay the special servicer earned and unpaid workout fees and          
liquidation fees to which it is entitled with respect to any pooled 
 mortgage loan, which payment is to be made from the sources described
     under "--Servicing and Other Compensation and Payment of Expenses" above;

7.  to reimburse the fiscal agent, the trustee, itself or the special       
     servicer, as applicable, out of general collections on the mortgage loans
     and any REO Properties in the trust, for any unreimbursed advance made by
that party under the pooling and servicing agreement that has been  
 determined not to be ultimately recoverable as described in clause 3.
above;                                                              

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8.  to pay the fiscal agent, the trustee, itself or the special servicer, as
applicable, unpaid interest on any advance made by and then being   
     reimbursed to that party under the pooling and servicing agreement, which
  payment is to be made out of Default Interest and late payment charges
   received with respect to any pooled mortgage loan during the collection
period in which the advance is reimbursed;                          

9.  to pay unpaid expenses, other than interest on advances covered by      
    clause 8. above, and other than special servicing fees, workout fees and
    liquidation fees, that were incurred with respect to any pooled mortgage
   loan or related REO Property and that, if paid from a source other than
   the late payment charges and Default Interest referred to below in this
     clause 9., would constitute Additional Trust Fund Expenses, which payment
   is to be made out of Default Interest and late payment charges received
     with respect to any pooled mortgage loan, to the extent such amounts have
not been otherwise applied according to clause 8. above;            

10. in connection with the reimbursement of advances as described in clause 
3. or 7. above, to pay the fiscal agent, the trustee, itself or the 
   special servicer, as the case may be, out of general collections on the
    mortgage loans and any REO Properties in the trust, any interest accrued
 and payable on that advance and not otherwise payable under clause 8.
above;                                                              

11. to pay itself any items of additional master servicing compensation on  
deposit in the custodial account as discussed under "--Servicing and
   Other Compensation and Payment of Expenses--Additional Master Servicing
Compensation" above;                                                

12. to pay the special servicer any items of additional special servicing   
compensation on deposit in the custodial account as discussed under 
   "--Servicing and Other Compensation and Payment of Expenses--Additional
Special Servicing Compensation" above;                              

13. to pay, out of general collections on the mortgage loans and any REO    
    Properties in the trust, any servicing expenses that would, if advanced,
be nonrecoverable as described in clause 3. above;                  

14. to pay, out of general collections on the mortgage loans and any REO    
    Properties in the trust, for costs and expenses incurred by the trust in
  connection with the remediation of adverse environmental conditions at
     any mortgaged real property that secures a defaulted mortgage loan in the
trust;                                                              

15. to pay the fiscal agent, the trustee, itself, the special servicer, us  
     or any of their or our respective members, managers, directors, officers,
   employees and agents, as the case may be, out of general collections on
the mortgage loans and any REO Properties in the trust, any of the  
   reimbursements or indemnities to which we or any of those other persons
     or entities are entitled as described under "Description of the Governing
   Documents--Matters Regarding the Master Servicer, the Special Servicer,
the Manager and Us" and "--Matters Regarding the Trustee" in the    
accompanying prospectus;                                            

16. to pay, out of general collections on the mortgage loans and any REO    
Properties in the trust, for the cost of an independent appraiser or
 other expert in real estate matters as required under the pooling and
servicing agreement;                                                

17. to pay, out of general collections on the mortgage loans and any REO    
  Properties in the trust, for the cost of certain advice of counsel and
 tax accountants, the cost of various opinions of counsel, the cost of
recording the pooling and servicing agreement and the cost of the   
  trustee's transferring mortgage files to a successor after having been
     terminated by series 2001-C3 certificateholders without cause, all as set
forth in the pooling and servicing agreement;                       

18. with respect to each mortgage loan purchased out of the trust, to pay to
  the purchaser all amounts received on that mortgage loan following the
purchase;                                                           

19. to pay any other items described in this prospectus supplement as being 
payable from the custodial account;                                 

20. to withdraw amounts deposited in the custodial account in error; and    

21. to clear and terminate the custodial account upon the termination of the
pooling and servicing agreement.                                    

The pooling and servicing agreement will prohibit the application of  
amounts received on the Chrysler Building Companion Loan to cover expenses      
payable or reimbursable out of general collections on non-related mortgage      
loans and REO Properties in the trust.                                          

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MAINTENANCE OF INSURANCE                                                        

 The pooling and servicing agreement will require the master servicer or
the special servicer, as applicable, consistent with the Servicing Standard, to 
cause to be maintained for each mortgaged real property all insurance coverage  
as is required under the related mortgage loan.                                 

    Any holder of a certificate that belongs to the series 2001-C3 controlling
class may request that earthquake insurance be secured for one or more          
mortgaged real properties by the related borrower, to the extent that insurance 
may reasonably be obtained and to the extent the related mortgage loan requires 
the borrower to obtain earthquake insurance at the mortgagee's request.         

The pooling and servicing agreement will require the special servicer,
consistent with the Servicing Standard, to cause to be maintained for each REO  
Property no less insurance coverage than was previously required of the         
applicable borrower under the related mortgage loan.                            

If either the master servicer or the special servicer obtains and     
maintains a blanket policy insuring against hazard losses on all the mortgage   
loans and/or REO Properties that it is required to service and administer,      
then, to the extent such policy--                                               

o is obtained from an insurer having a claims-paying ability or financial 
strength rating that meets, or whose obligations are guaranteed by an 
 entity having a claims-paying ability or financial strength rating that
meets, the requirements of the pooling and servicing agreement, and   

o provides protection equivalent to the individual policies otherwise     
required,                                                             

the master servicer or the special servicer, as the case may be, will be deemed 
to have satisfied its obligation to cause hazard insurance to be maintained on  
the related mortgaged real properties and/or REO Properties. That blanket       
policy may contain a customary deductible clause, except that if there has not  
been maintained on the related mortgaged real property or REO Property an       
individual hazard insurance policy complying with the requirements described    
above in this "--Maintenance of Insurance" section, and there occur one or more 
losses that would have been covered by an individual policy, then the master    
servicer or special servicer, as appropriate, must, subject to the following    
sentence, promptly deposit into the master servicer's custodial account, with   
respect to each such loss, the lesser of (a) the portion of the actual loss     
that would have been covered by an individual policy, taking into account any   
deductible clause, and (b) the amount, if any, by which the deductible          
limitation under the blanket policy exceeds the deductible limitation that      
pertained to that individual policy or, in the absence of any such specified    
deductible limitation, an assumed deductible limitation for an individual       
policy which is consistent with the Servicing Standard.                         

REALIZATION UPON DEFAULTED MORTGAGE LOANS; SALE OF DEFAULTED MORTGAGE LOANS AND 
REO PROPERTIES                                                                  

The pooling and servicing agreement grants to the master servicer, the
special servicer and any single certificateholder or group of                   
certificateholders of the series 2001-C3 controlling class, a right to purchase 
from the trust defaulted mortgage loans in the priority described in the next   
paragraph.                                                                      

 If the special servicer has determined that any defaulted mortgage loan
will become subject to foreclosure or similar proceedings, the special servicer 
must give prompt written notice of its determination to the trustee and the     
master servicer. The trustee will then be required, within 10 days after        
receipt of that notice, to provide a similar notice to all certificateholders   
of the series 2001-C3 controlling class. Any single certificateholder or group  
of certificateholders of the series 2001-C3 controlling class may, at its or    
their option, within 10 business days after receiving the notice from the       
trustee, purchase that defaulted mortgage loan from the trust, at a cash price  
generally equal to the sum of--                                                 

o the outstanding principal balance of the mortgage loan,                 

o all accrued and unpaid interest on the mortgage loan, other than Default
Interest and Post-ARD Additional Interest,                            

o all unreimbursed servicing advances with respect to the mortgage loan,  
and                                                                   

o all unpaid interest accrued on advances made by the master servicer, the
    special servicer, the trustee and/or the fiscal agent with respect to that
mortgage loan.                                                        

If two or more separate certificateholders or groups of certificateholders of   
the series 2001-C3 controlling class want to purchase the defaulted mortgage    
loan, preference will be given to the certificateholder or group of             
certificateholders with the largest interest in the series 2001-C3 controlling  
class. If certificateholders of the series 2001-C3 controlling class have not   

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purchased that defaulted mortgage loan within 10 business days of their having  
received the relevant notice, then for a limited period, either the special     
servicer or the master servicer, in that order of priority, may at its option   
purchase the defaulted mortgage loan from the trust at the same cash price as   
was applicable for the certificateholders of the series 2001-C3 controlling     
class.                                                                          

The special servicer may offer to sell, on behalf of the trust, any   
defaulted mortgage loan not otherwise purchased as described in the preceding   
paragraph, if and when the special servicer determines that a sale would be in  
the best economic interests of the series 2001-C3 certificateholders, as a      
collective whole. Any offer must be made in a commercially reasonable manner    
for a period of not less than 10 days. Subject to the discussion in the next    
paragraph and under "--The Series 2001-C3 Controlling Class Representative and  
the Chrysler Building Companion Loan Noteholder" above, the special servicer    
will be required to accept the highest cash bid received from any person that   
is a fair price, determined in accordance with the pooling and servicing        
agreement, for the mortgage loan.                                               

   The special servicer will not be obligated to accept the highest cash bid
if the special servicer determines, in accordance with the Servicing Standard,  
that rejection of the highest cash bid would be in the best interests of the    
series 2001-C3 certificateholders and, in the case of an REO Property relating  
to the Chrysler Building Loan Pair, the Chrysler Building Companion Loan        
Noteholder, as a collective whole. Furthermore, subject to the discussion under 
"--The Series 2001-C3 Controlling Class Representative and the Chrysler         
Building Companion Loan Noteholder" above, the special servicer may accept a    
lower cash bid from any person or entity other than itself or an affiliate if   
it determines, in accordance with the Servicing Standard, that acceptance of    
the bid would be in the best interests of the series 2001-C3 certificateholders 
and, in the case of an REO Property relating to the Chrysler Building Loan      
Pair, the Chrysler Building Companion Loan Noteholder, as a collective whole.   
For example, the prospective buyer making the lower bid may be more likely to   
perform its obligations or the terms, other than the price, offered by the      
prospective buyer making the lower bid are more favorable.                      

 The special servicer may purchase a defaulted mortgage loan offered for
sale as described in the preceding two paragraphs, provided that there are at   
least two other independent bidders and the special servicer makes the highest  
cash bid. Any purchase of a defaulted mortgage loan by the special servicer as  
described in the preceding sentence will be subject to the trustee's            
confirmation that the price being paid for the mortgage loan is a fair price,   
determined in accordance with the pooling and servicing agreement.              

    Neither the trustee, in its individual capacity, nor any of its affiliates
may bid for or purchase from the trust any defaulted mortgage loan or any REO   
Property.                                                                       

 In connection with the sale of any defaulted mortgage loan on behalf of
the trust, the special servicer may charge prospective bidders, and retain,     
fees that approximate the special servicer's actual costs in the preparation    
and delivery of information pertaining to the sales or evaluating bids without  
obligation to deposit the amounts into its collection account.                  

If the Chrysler Building Mortgage Loan has become a specially serviced
mortgage loan and, further, any scheduled payment of principal and/or interest  
on that mortgage loan or the Chrysler Building Companion Loan is at least 60    
days delinquent, the Chrysler Building Companion Loan Noteholder or its         
designee will be entitled to purchase that mortgage loan as, and at the price,  
described under "Description of the Mortgage Pool--Significant Underlying       
Mortgage Loans--The Chrysler Building Mortgage Loan--The Co-Lender Agreement"   
in this prospectus supplement.                                                  

If a default on a pooled mortgage loan has occurred or, in the special
servicer's judgment, a payment default is imminent, then, subject to the        
discussion under "--The Series 2001-C3 Controlling Class Representative and the 
Chrysler Building Companion Loan Noteholder" above, the special servicer may,   
on behalf of the trust, take any of the following actions:                      

o institute foreclosure proceedings;                                      

o exercise any power of sale contained in the related mortgage instrument;

o obtain a deed in lieu of foreclosure; or                                

o otherwise acquire title to the corresponding mortgaged real property, by
operation of law or otherwise.                                        

   Notwithstanding the foregoing, the special servicer may not, on behalf of
the trust, obtain title to a mortgaged real property by foreclosure, deed in    
lieu of foreclosure or otherwise, or take any other action with respect to any  
mortgaged real property, if, as a result of that action, the trustee, on behalf 
of the series 2001-C3 certificateholders, could, in the judgment of the special 
servicer exercised in accordance with the Servicing Standard, be considered to  
hold title to, to be a mortgagee-in-possession of, or to be an owner or         
operator of, that mortgaged real property within the meaning of CERCLA or any   
comparable law, unless:                                                         

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o the special servicer has previously determined in accordance with the   
  Servicing Standard, based on a report prepared by a person who regularly
conducts environmental audits, that the mortgaged real property is in 
 compliance with applicable environmental laws and regulations and there
   are no circumstances or conditions present at the mortgaged real 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                 

o in the event that the determination described in the preceding bullet   
cannot be made--                                                      

  1. the special servicer has previously determined in accordance with the
   Servicing Standard, on the same basis as described in the preceding
 bullet, that it would maximize the recovery to the series 2001-C3
     certificateholders and, if the subject mortgaged real property is the
     Chrysler Building Mortgaged Property, the Chrysler Building Companion
   Loan Noteholder, as a collective whole, on a present value basis to
    acquire title to or possession of the mortgaged real property and to
  take such remedial, corrective and/or other further actions as are
   necessary to bring the mortgaged real property into compliance with
  applicable environmental laws and regulations and to appropriately
  address any of the circumstances and conditions referred to in the
preceding bullet, and                                           

2. either--                                                           

(a)  the series 2001-C3 controlling class representative or the       
   Chrysler Building Companion Loan Noteholder, as applicable, has
not objected to the special servicer's doing so, or         

(b)  if the series 2001-C3 controlling class representative or the    
   Chrysler Building Companion Loan Noteholder, as applicable, has
objected, that objection is, in the special servicer's      
judgment, contrary to the Servicing Standard.               

See "--The Series 2001-C3 Controlling Class Representative and the Chrysler     
Building Companion Loan Noteholder--Rights and Powers of the Series 2001-C3     
Controlling Class Representative and the Chrysler Building Companion Loan       
Noteholder" above and "Legal Aspects of Mortgage Loans--Environmental           
Considerations" in the accompanying prospectus.                                 

    The cost of any environmental testing will be covered by, and reimbursable
as, a servicing advance, and the cost of any remedial, corrective or other      
further action contemplated by the second bullet of the preceding paragraph     
will generally be payable directly out of the master servicer's custodial       
account.                                                                        

 If neither of the conditions set forth in the two bullets of the second
preceding paragraph has been satisfied with respect to any mortgaged real       
property securing a defaulted mortgage loan, the special servicer will be       
required to take such action as is in accordance with the Servicing Standard,   
other than proceeding against the mortgaged real property. In connection with   
the foregoing, the special servicer may, on behalf of the trust, but subject to 
the discussion under "--The Series 2001-C3 Controlling Class Representative and 
the Chrysler Building Companion Loan Noteholder--Rights and Powers of the       
Series 2001-C3 Controlling Class Representative and the Chrysler Building       
Companion Loan Noteholder" above, release all or a portion of the mortgaged     
real property from the lien of the related mortgage. However, if the affected   
mortgage loan has a then outstanding principal balance greater than $1 million, 
then prior to the special servicer's effecting that release the following       
conditions, among others, must be satisfied:                                    

o the special servicer must have notified the trustee, among others,      

o the trustee must have notified the series 2001-C3 certificateholders,   

o the holders of series 2001-C3 certificates entitled to a majority of the
voting rights must not have objected to the release within 30 days of 
their having been notified, and                                       

o either the series 2001-C3 controlling class representative or the       
   Chrysler Building Companion Loan Noteholder, as applicable, must not have
   objected to the release or, if it did, that objection was, in the special
servicer's judgment, inconsistent with the Servicing Standard.        

If Liquidation Proceeds collected with respect to a defaulted mortgage
loan in the trust are less than the outstanding principal balance of the        
defaulted mortgage loan, together with accrued interest on and reimbursable     
expenses incurred by the special servicer and/or the master servicer in         
connection with that mortgage loan, then the trust will realize a loss in the   
amount of the 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 payment of the Liquidation Proceeds to    
the series 2001-C3 certificateholders, for--                                    

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o any and all amounts that represent unpaid servicing compensation with   
respect to the mortgage loan,                                         

o unreimbursed servicing expenses incurred with respect to the mortgage   
loan, and                                                             

 o any unreimbursed advances of delinquent payments made with respect to the
mortgage loan.                                                        

In addition, amounts otherwise payable on the series 2001-C3 certificates may   
be further reduced by interest payable to the master servicer and/or special    
servicer on the servicing expenses and advances.                                

REO PROPERTIES                                                                  

If title to any mortgaged real property is acquired by the special    
servicer on behalf of the trust, then the special servicer will be required to  
sell that property not later than the end of the third calendar year--or, in    
the case of "qualified healthcare properties" within the meaning of Section     
856(e)(6) of the Code, the second calendar year--following the year of          
acquisition, unless--                                                           

o the IRS grants an extension of time to sell the property, or            

o the special servicer obtains an opinion of independent counsel generally
 to the effect that the holding of the property subsequent to the end of
the third calendar year--or, in the case of "qualified healthcare     
properties" within the meaning of Section 856(e)(6) of the Code, the  
    second calendar year--following the year in which the acquisition occurred
 will not result in the imposition of a tax on the trust assets or cause
    any of REMIC I, REMIC II or REMIC III or any individual loan REMIC to fail
to qualify as a REMIC under the Internal Revenue Code of 1986.        

   Subject to the foregoing, the special servicer will generally be required
to solicit cash offers for any REO Property held by the trust in a manner that  
will be reasonably likely to realize a fair price for the property. The special 
servicer may retain an independent contractor to operate and manage the REO     
Property. The retention of an independent contractor will not relieve the       
special servicer of its obligations with respect to the REO Property.           
Regardless of whether the special servicer applies for or is granted an         
extension of time to sell the property, the special servicer must act in        
accordance with the Servicing Standard to liquidate the property on a timely    
basis. If an extension is granted or opinion given, the special servicer must   
sell the REO Property within the period specified in the extension or opinion,  
as the case may be.                                                             

   In general, the special servicer or an independent contractor employed by
the special servicer at the expense of the trust will be obligated to operate   
and manage any REO Property held by the trust in a manner that:                 

o maintains its status as foreclosure property under the REMIC provisions 
of the Internal Revenue Code, and                                     

o would, to the extent commercially reasonable and consistent with the    
 preceding bullet, maximize the trust's net after-tax proceeds from that
 property without materially impairing the special servicer's ability to
sell the REO Property promptly at a fair price.                       

  The special servicer must review the operation of each REO Property held
by the trust and consult with the trustee, or any person appointed by the       
trustee to act as tax administrator, to determine the trust's federal income    
tax reporting position with respect to the income it is anticipated that the    
trust would derive from the property. The special servicer could determine that 
it would not be commercially reasonable to manage and operate the property in a 
manner that would avoid the imposition of--                                     

o a tax on net income from foreclosure property, within the meaning of    
Section 857(b)(4)(B) of the Internal Revenue Code, or                 

o a tax on prohibited transactions under Section 860F of the Internal     
Revenue Code.                                                         

This determination is most likely to occur in the case of an REO Property that  
is a hotel or residential health care facility. To the extent that income the   
trust receives from an REO Property is subject to--                             

o a tax on net income from foreclosure property, that income would be     
  subject to federal tax at the highest marginal corporate tax rate, which
is currently 35%, or                                                  

 o a tax on prohibited transactions, that income would be subject to federal
tax at a 100% rate.                                                   

 The determination as to whether income from an REO Property held by the
trust would be subject to a tax will depend on the specific facts and           
circumstances relating to the management and operation of each REO Property.    
The risk of taxation being imposed on income derived from the operation of      
foreclosed real property is particularly present in the case of hotel           

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or other hospitality properties. Generally, income from an REO Property that is 
directly operated by the special servicer would be apportioned and classified   
as service or non-service income. The service portion of the income could be    
subject to federal tax either at the highest marginal corporate tax rate or at  
the 100% rate. The non-service portion of the income could be subject to        
federal tax at the highest marginal corporate tax rate or, although it appears  
unlikely, at the 100% rate. Any tax imposed on the trust's income from an REO   
Property would reduce the amount available for payment to the series 2001-C3    
certificateholders. See "Federal Income Tax Consequences" in this prospectus    
supplement and in the accompanying prospectus. The reasonable out-of-pocket     
costs and expenses of obtaining professional tax advice in connection with the  
foregoing will be payable out of the master servicer's custodial account.       

The special servicer will be required to segregate and hold all funds 
collected and received in connection with any REO Property held by the trust    
separate and apart from its own funds and general assets. If an REO Property is 
acquired by the trust, the special servicer will be required to establish and   
maintain an account for the retention of revenues and other proceeds derived    
from the REO Property. That REO account must be maintained in a manner and with 
a depository institution that satisfies rating agency standards for             
securitizations similar to the one involving the offered certificates. The      
special servicer will be required to deposit, or cause to be deposited, in its  
REO account, upon receipt, all net income, Insurance Proceeds, Condemnation     
Proceeds and Liquidation Proceeds received with respect to each REO Property    
held by the trust. The funds held in this REO account may be held as cash or    
invested in Permitted Investments. Any interest or other income earned on funds 
in the special servicer's REO account will be payable to the special servicer,  
subject to the limitations described in the pooling and servicing agreement.    

The special servicer will be required to withdraw from its REO account
funds necessary for the proper operation, management, leasing, maintenance and  
disposition of any REO Property held by the trust, but only to the extent of    
amounts on deposit in the account relating to that particular REO Property.     
Promptly following the end of each collection period, the special servicer will 
be required to withdraw from the REO account and deposit, or deliver to the     
master servicer for deposit, into the master servicer's custodial account the   
total of all amounts received with respect to each REO Property held by the     
trust during that collection period, net of--                                   

o any withdrawals made out of those amounts as described in the preceding 
sentence, and                                                         

o any portion of those amounts that may be retained as reserves as        
described in the next sentence.                                       

The special servicer may, subject to the limitations described in the pooling   
and servicing agreement, retain in its REO account that portion of the proceeds 
and collections as may be necessary to maintain a reserve of sufficient funds   
for the proper operation, management, leasing, maintenance and disposition of   
the related REO Property, including the creation of a reasonable reserve for    
repairs, replacements, necessary capital improvements and other related         
expenses.                                                                       

The special servicer must keep and maintain separate records, on a    
property-by-property basis, for the purpose of accounting for all deposits to,  
and withdrawals from, its REO account.                                          

INSPECTIONS; COLLECTION OF OPERATING INFORMATION                                

   The special servicer will be required to perform or cause to be performed
a physical inspection of a mortgaged real property as soon as practicable after 
the related pooled mortgage loan becomes a specially serviced mortgage loan and 
annually thereafter for so long as the related pooled mortgage loan remains a   
specially serviced mortgage loan, provided that the cost of each of those       
inspections will be reimbursable to the special servicer as a servicing         
advance. In addition, the special servicer must perform or cause to be          
performed a physical inspection of each of the REO Properties at least once per 
calendar year, provided that the cost of each of those inspections will be      
reimbursable to the special servicer as a servicing advance. Beginning in 2002, 
the master servicer will be required at its expense to perform or cause to be   
performed a physical inspection of each mortgaged real property securing a      
non-specially serviced mortgage loan--                                          

o at least once every two calendar years in the case of mortgaged real    
   properties securing pooled mortgage loans that have outstanding principal
balances, or with allocated loan amounts, of $2,000,000 or less, and  

 o at least once every calendar year in the case of all other mortgaged real
properties.                                                           

The master servicer and the special servicer will each be required to 
prepare or cause to be prepared and deliver to the trustee a written report of  
each of the inspections performed by it that generally describes the condition  
of the mortgaged real property and that specifies the existence of any sale,    
transfer or abandonment of the mortgaged real property or any material change   
in its condition or value.                                                      

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The special servicer, in the case of any specially serviced mortgage  
loans, and the master servicer, in the case of all other mortgage loans, will   
also be required, consistent with the Servicing Standard, to use reasonable     
efforts to collect from the related borrowers and review the quarterly and      
annual operating statements and related rent rolls with respect to each of the  
related mortgaged real properties and REO Properties. The special servicer will 
be required to deliver to the master servicer copies of the operating           
statements and rent rolls it collects. The master servicer will be required to  
prepare, based on reports generated by itself and the special servicer, and     
deliver to the trustee, upon request, an operating statement analysis report    
with respect to each mortgaged real property and REO Property for the           
applicable period. See "Description of the Offered Certificates--Reports to     
Certificateholders; Available Information" in this prospectus supplement. Each  
of the mortgage loans requires the related borrower to deliver an annual        
property operating statement or other annual financial information. The         
foregoing notwithstanding, there can be no assurance that any operating         
statements required to be delivered will in fact be delivered, nor are the      
master servicer and the special servicer likely to have any practical means of  
compelling their delivery in the case of an otherwise performing mortgage loan. 

EVIDENCE AS TO COMPLIANCE                                                       

    No later than April 30 of each year, beginning in 2002, each of the master
servicer and the special servicer must:                                         

 o at its expense, cause a firm of independent public accountants, that is a
member of the American Institute of Certified Public Accountants to   
furnish a statement to the trustee, among others, to the effect that--

1. the firm has obtained a letter of representation regarding certain 
       matters from the management of the master servicer or special servicer,
      as applicable, which includes an assertion that the master servicer or
        special servicer, as applicable, has complied with 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 servicing of commercial and
      multifamily mortgage loans during the most recently completed calendar
year, and                                                       

    2. on the basis of an examination conducted by the firm in accordance with
   standards established by the American Institute of Certified Public
 Accountants, that representation is fairly stated in all material
       respects, subject to those exceptions and other qualifications that may
be appropriate;                                                 

except that, in rendering its report the 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; and              

 o deliver to the trustee, among others, a statement signed by an officer of
 the master servicer or the special servicer, as the case may be, to the
    effect that, to the best knowledge of that officer, 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 of that
year during which the series 2001-C3 certificates were outstanding.   

   Copies of the above-mentioned annual accountants' statement and officer's
certificate of each of the master servicer and the special servicer will be     
made available to series 2001-C3 certificateholders, at their expense, upon     
written request to the trustee.                                                 

EVENTS OF DEFAULT                                                               

Each of the following events, circumstances and conditions will be    
considered events of default under the pooling and servicing agreement:         

 o the master servicer or the special servicer fails to deposit, or to remit
    to the appropriate party for deposit, into the master servicer's custodial
  account or the special servicer's REO account, as applicable, any amount
required to be so deposited, which failure is not remedied within one 
business day following the date on which the deposit or remittance was
required to be made;                                                  

o the master servicer fails to remit to the trustee for deposit in the    
 trustee's collection account any amount required to be so remitted, and
    that failure continues unremedied until 11:00 a.m., New York City time, on
the applicable payment date, or the master servicer fails to make in a
 timely manner any payments required to be made to the Chrysler Building
Companion Loan Noteholder;                                            

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o the master servicer or the special servicer fails to timely make any    
servicing advance required to be made by it under the pooling and     
servicing agreement, and that failure continues unremedied for three  
business days following the date on which notice has been given to the
master servicer or the special servicer, as the case may be, by the   
trustee;                                                              

o the master servicer or the special servicer fails to observe or perform 
    in any material respect any of its other covenants or agreements under the
    pooling and servicing agreement, and that failure continues unremedied for
 30 days or, if the responsible party is diligently attempting to remedy
    the failure, 60 days after written notice of the failure has been given to
 the master servicer or the special servicer, as the case may be, by any
other party to the pooling and servicing agreement, by series 2001-C3 
   certificateholders entitled to not less than 25% of the voting rights for
the series or, if affected by the failure, by the Chrysler Building   
Companion Loan Noteholder;                                            

o it is determined that there is a breach by the master servicer or the   
   special servicer of any of its representations or warranties contained in
   the pooling and servicing agreement that materially and adversely affects
the interests of any class of series 2001-C3 certificateholders or the
Chrysler Building Companion Loan Noteholder, and that breach continues
unremedied for 30 days or, if the responsible party is diligently     
   attempting to cure the breach, 60 days after written notice of the breach
    has been given to the master servicer or the special servicer, as the case
may be, by any other party to the pooling and servicing agreement, by 
series 2001-C3 certificateholders entitled to not less than 25% of the
voting rights for the series or, if affected by the breach, by the    
Chrysler Building Companion Loan Noteholder;                          

o a decree or order of a court having jurisdiction in an involuntary case 
    for the appointment of a receiver, liquidator, trustee or similar official
    in any bankruptcy, insolvency, readjustment of debt, marshalling of assets
and liabilities or similar proceedings is entered against the master  
   servicer or the special servicer and the decree or order remains in force
for a period of 60 days;                                              

o the master servicer or special servicer consents to the appointment of a
   receiver, liquidator, trustee or similar official of or relating to it or
all or substantially all of its property;                             

o the master servicer or special servicer admits in writing its inability 
to pay its debts or takes other actions indicating its insolvency or  
inability to pay its obligations;                                     

o one or more ratings assigned by Fitch to the series 2001-C3 certificates
or any securities backed by the Chrysler Building Companion Loan are  
qualified, downgraded or withdrawn, or otherwise made the subject of a
    "negative" credit watch, and Fitch has given written notice to the trustee
that such action, is solely or in material part a result of the master
servicer or special servicer acting in that capacity;                 

o the master servicer fails to be rated at least CMS3 by Fitch or the     
special servicer fails to be rated at least CSS3 by Fitch; or         

o the master servicer or the special servicer is removed from S&P's       
 approved master servicer list or special servicer list, as the case may
be, and any of the ratings assigned by S&P to the series 2001-C3      
  certificates or any securities backed by the Chrysler Building Companion
Loan is qualified, downgraded or withdrawn in connection with that    
removal.                                                              

When a single entity acts as master servicer and special servicer, an 
event of default in one capacity will be an event of default in the other       
capacity.                                                                       

RIGHTS UPON EVENT OF DEFAULT                                                    

   If an event of default described above under "--Events of Default" occurs
with respect to the master servicer or the special servicer and remains         
unremedied, the trustee will be authorized, and at the direction of the series  
2001-C3 certificateholders entitled to not less than 25% of the voting rights   
for the series or, if it has been adversely affected by the event of default,   
at the direction of the Chrysler Building Companion Loan Noteholder, the        
trustee will be required, to terminate all of the rights and obligations of the 
defaulting party under the pooling and servicing agreement and in and to the    
trust assets other than any rights the defaulting party may have as a series    
2001-C3 certificateholder. Upon any termination, the trustee must either:       

o succeed to all of the responsibilities, duties and liabilities of the   
    master servicer or special servicer, as the case may be, under the pooling
and servicing agreement; or                                           

o appoint an established mortgage loan servicing institution to act as    
successor master servicer or special servicer, as the case may be.    

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The holders of series 2001-C3 certificates entitled to a majority of the voting 
rights for the series may require the trustee to appoint an established         
mortgage loan servicing institution to act as successor master servicer or      
special servicer, as the case may be, rather than have the trustee act as that  
successor.                                                                      

  Notwithstanding the foregoing discussion in this "--Rights Upon Event of
Default" section, if the master servicer is terminated in the circumstances     
described above because of the occurrence of any of the events of default       
described in the last three bullets under "--Events of Default" above, the      
master servicer will have the right for a period of 45 days, at its expense, to 
sell its master servicing rights with respect to the mortgage pool to a master  
servicer whose appointment the rating agencies have confirmed will not result   
in a qualification, downgrade or withdrawal of any of the then-current ratings  
of the offered certificates.                                                    

Notwithstanding the foregoing in this "--Rights Upon Event of Default"
section, if an event of default on the part of the master servicer affects only 
the Chrysler Building Companion Loan, the master servicer may not be terminated 
but, at the request of the Chrysler Building Companion Loan Noteholder, must    
appoint a sub-servicer that will be responsible for servicing the Chrysler      
Building Loan Pair.                                                             

    In general, series 2001-C3 certificateholders entitled to at least 66 2/3%
of the voting rights allocated to each class of series 2001-C3 certificates     
affected by any event of default, together with the Chrysler Building Companion 
Loan Noteholder if it was adversely affected by the subject event of default,   
may waive the event of default. However, the events of default described in the 
first, second, ninth, tenth and eleventh bullets under "--Events of Default"    
above may only be waived by all of the holders of the affected classes of the   
series 2001-C3 certificates and, if it was adversely affected by any of those   
events of default, the Chrysler Building Companion Loan Noteholder. Upon any    
waiver of an event of default, the event of default will cease to exist and     
will be deemed to have been remedied for every purpose under the pooling and    
servicing agreement.                                                            

The foregoing notwithstanding, if series 2001-C3 certificateholders   
entitled to at least 66 2/3% of the voting rights allocated to each class of    
series 2001-C3 certificates desire to waive an event of default described under 
the fourth bullet under "--Events of Default" above by the master servicer, and 
the Chrysler Building Companion Loan Noteholder does not want to waive that     
default, the Chrysler Building Companion Loan Noteholder will be entitled to    
request that the master servicer appoint a sub-servicer that will be            
responsible for servicing the Chrysler Building Loan Pair.                      

   No series 2001-C3 certificateholder will have the right under the pooling
and servicing agreement to institute any suit, action or proceeding with        
respect to that agreement or any pooled mortgage loan unless--                  

o that holder previously has given to the trustee written notice of       
default,                                                              

o except in the case of a default by the trustee, series 2001-C3          
   certificateholders entitled to not less than 25% of the voting rights for
  the 2001-C3 series have made written request to the trustee to institute
that suit, action or proceeding in its own name as trustee under the  
pooling and servicing agreement and have offered to the trustee such  
reasonable indemnity as it may require, and                           

o except in the case of a default by the trustee, the trustee for 60 days 
has neglected or refused to institute that suit, action or proceeding.

  The trustee, however, will be under no obligation to exercise any of the
trusts or powers vested in it by the pooling and servicing agreement or to make 
any investigation of matters arising under that agreement or to institute,      
conduct or defend any litigation under that agreement or in relation to that    
agreement at the request, order or direction of any of the series 2001-C3       
certificateholders, unless in the trustee's opinion, those certificateholders   
have offered to the trustee reasonable security or indemnity against the costs, 
expenses and liabilities which may be incurred as a result of any investigation 
or litigation.                                                                  

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DESCRIPTION OF THE OFFERED CERTIFICATES 

GENERAL                                                                         

    The series 2001-C3 certificates will be issued, on or about July 30, 2001,
under the pooling and servicing agreement. They will represent the entire       
beneficial ownership interest of the trust. The assets of the trust will        
include:                                                                        

o the pooled mortgage loans;                                              

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

o the loan documents for the pooled mortgage loans;                       

o our rights under our mortgage loan purchase agreement with the UBS      
Mortgage Loan Seller;                                                 

o any REO Properties acquired by the trust with respect to defaulted      
mortgage loans; and                                                   

o those funds or assets as from time to time are deposited in the master  
servicer's custodial account, the special servicer's REO account, the 
   trustee's collection account described under "--Collection Account" below
or the trustee's interest reserve account described under             
"--Payments--Interest Reserve Account" below.                         

The series 2001-C3 certificates will include the following classes:   

 o the A-1, A-2, B, C and D classes, which are the classes of series 2001-C3
certificates that are offered by this prospectus supplement, and      

o the X, E, F, G, H, J, K, L, M, N, P, Q, R-LR, R-I, R-II and R-III       
classes, which are the classes of series 2001-C3 certificates that--  

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

2. are not offered by this prospectus supplement.                     

The class A-1, A-2, B, C, D, E, F, G, H, J, K, L, M, N, P and Q       
certificates are the certificates that will have principal balances. The        
principal balance of any of these certificates will represent the total         
payments of principal to which the holder of the certificate is entitled over   
time out of payments, or advances in lieu of payments, and other collections on 
the assets of the trust. Accordingly, on each payment date, the principal       
balance of each of these certificates will be permanently reduced by any        
payments of principal actually made with respect to the certificate on that     
payment date. See "--Payments" below. On any particular payment date, the       
principal balance of each of these certificates may also be permanently         
reduced, without any corresponding payment, in connection with losses on the    
underlying mortgage loans and default-related and otherwise unanticipated       
expenses of the trust. See "--Reductions in Certificate Principal Balances in   
Connection with Realized Losses and Additional Trust Fund Expenses" below.      

    The class X certificates will not have principal balances, and the holders
of the class X certificates will not be entitled to receive payments of         
principal. Each class X certificate will have a notional amount for purposes of 
calculating the accrual of interest with respect to that certificate. The total 
notional amount of all the class X certificates will equal the total principal  
balance of all the class A-1, A-2, B, C, D, E, F, G, H, J, K, L, M, N, P and Q  
certificates outstanding from time to time.                                     

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

REGISTRATION AND DENOMINATIONS                                                  

General. The offered certificates will be issued in book-entry form in
original denominations of $10,000 initial principal balance and in any          
additional whole dollar denominations.                                          

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    Each class of offered certificates will initially be represented by one or
more certificates registered in the name of Cede & Co., as nominee of The       
Depository Trust Company. You will not be entitled to receive an offered        
certificate issued in fully registered, certificated form, except under the     
limited circumstances described in the accompanying prospectus under            
"Description of the Certificates--Book-Entry Registration". For so long as any  
class of offered certificates is held in book-entry form--                      

o all references to actions by holders of those certificates will refer to
   actions taken by DTC upon instructions received from beneficial owners of
those certificates through its participating organizations, and       

o all references in this prospectus supplement to payments, notices,      
    reports, statements and other information to holders of those certificates
  will refer to payments, notices, reports and statements to DTC or Cede &
Co., as the registered holder of those certificates, for payment to   
beneficial owners of offered certificates through its participating   
organizations in accordance with DTC's procedures.                    

 The trustee will initially serve as registrar for purposes of providing
for the registration of the offered certificates and, if and to the extent      
physical certificates are issued to the actual beneficial owners of any of the  
offered certificates, the registration of transfers and exchanges of those      
certificates.                                                                   

   For a discussion of DTC, see "Description of the Certificates--Book-Entry
Registration" in the accompanying prospectus.                                   

COLLECTION ACCOUNT                                                              

 General. The trustee must establish and maintain an account in which it
will hold funds pending their payment on the series 2001-C3 certificates and    
from which it will make those payments. That collection account must be         
maintained in a manner and with a depository institution that satisfies rating  
agency standards for securitizations similar to the one involving the offered   
certificates. Funds held in the trustee's collection account will remain        
uninvested.                                                                     

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

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

  1. monthly debt service payments due on a due date subsequent to the end
of the related collection period;                               

 2. payments and other collections received after the end of the related
collection period;                                              

3. amounts that are payable or reimbursable from the master servicer's
custodial account to any person other than the series 2001-C3   
certificateholders, including--                                 

(a)  amounts payable to the master servicer or the special        
  servicer as compensation, as described under "Servicing of
the Underlying Mortgage Loans--Servicing and Other      
Compensation and Payment of Expenses" in this prospectus
supplement,                                             

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

(c)  amounts payable with respect to other expenses of the trust; 
and                                                     

   4. amounts deposited in the master servicer's custodial account in error.

o Any advances of delinquent monthly debt service payments made on the    
pooled mortgage loans with respect to that payment date.              

o Any payments made by the master servicer to cover Prepayment Interest   
Shortfalls incurred during the related collection period.             

See "--Advances of Delinquent Monthly Debt Service Payments" below and          
"Servicing of the Underlying Mortgage Loans--Custodial Account" and             
"--Servicing and Other Compensation and Payment of Expenses" in this prospectus 
supplement.                                                                     

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   With respect to each payment date that occurs during March, commencing in
March 2002, the trustee will be required to transfer from its interest reserve  
account, which we describe under "--Interest Reserve Account" below, to its     
collection account the interest reserve amounts that are then being held in     
that interest reserve account with respect to those pooled mortgage loans that  
accrue interest on an Actual/360 Basis.                                         

  Withdrawals. The trustee may from time to time make withdrawals from its
collection account for any of the following purposes:                           

o to pay itself a monthly fee which is described under "--The Trustee"    
below;                                                                

o to indemnify itself and various related persons as described under      
    "Description of the Governing Documents--Matters Regarding the Trustee" in
   the accompanying prospectus, and to make comparable indemnifications with
respect to the fiscal agent;                                          

o to pay for various opinions of counsel required to be obtained in       
   connection with any amendments to the pooling and servicing agreement and
the administration of the trust;                                      

o to pay any federal, state and local taxes imposed on the trust, its     
assets and/or transactions, together with all incidental costs and    
 expenses, that are required to be borne by the trust as described under
   "Federal Income Tax Consequences--REMICs--Prohibited Transactions Tax and
Other Taxes" in the accompanying prospectus and "Servicing of the     
   Underlying Mortgage Loans--REO Properties" in this prospectus supplement;

o with respect to each payment date during January of 2002 or any year    
   thereafter that is not a leap year or during February of 2002 or any year
thereafter, to transfer to the trustee's interest reserve account the 
   interest reserve amounts required to be so transferred in that month with
respect to those pooled mortgage loans that accrue interest on an     
Actual/360 Basis; and                                                 

o to pay to the person entitled thereto any amounts deposited in the      
collection account in error.                                          

  On each payment date, all amounts on deposit in the trustee's collection
account, exclusive of any portion of those amounts that are to be withdrawn for 
the purposes contemplated in the foregoing paragraph, will be withdrawn and     
applied to make payments on the series 2001-C3 certificates. For any payment    
date, those funds will consist of three separate components--                   

o the portion of those funds that represent prepayment consideration      
collected on the pooled mortgage loans as a result of voluntary or    
     involuntary prepayments that occurred during the related collection period,
   which will be paid to the holders of the class A-1, A-2, B, C, D, E, F, G
and/or X certificates, as described under "--Payments--Payments of    
Prepayment Premiums and Yield Maintenance Charges" below,             

o the portion of those funds that represent Post-ARD Additional Interest  
collected on the ARD Loans in the trust during the related collection 
  period, which will be paid to the holders of the class Q certificates as
described under "--Payments--Payments of Post-ARD Additional Interest"
below, and                                                            

o the remaining portion of those funds, which--                           

1. we refer to as the Available P&I Funds, and                        

   2. will be paid to the holders of all the series 2001-C3 certificates, as
described under "--Payments--Priority of Payments" below.       

INTEREST RESERVE ACCOUNT                                                        

 The trustee must maintain an account in which it will hold the interest
reserve amounts described in the next paragraph with respect to those pooled    
mortgage loans that accrue interest on an Actual/360 Basis. That interest       
reserve account must be maintained in a manner and with a depository that       
satisfies rating agency standards for similar securitizations as the one        
involving the offered certificates. Funds held in the trustee's interest        
reserve account will remain uninvested.                                         

    During January, except in a leap year, and February of each calendar year,
beginning in 2002, the trustee will, on or before the payment date in that      
month, withdraw from its collection account and deposit in its interest reserve 
account the interest reserve amounts with respect to those underlying mortgage  
loans that accrue interest on an Actual/360 Basis and for                       

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which the monthly payment due in that month was either received or advanced.    
That interest reserve amount for each of those mortgage loans will equal one    
day's interest accrued at the related mortgage interest rate on the Stated      
Principal Balance of that loan as of the end of the related collection period,  
exclusive, however, of Post-ARD Additional Interest.                            

  During March of each calendar year, beginning in 2002, the trustee will,
on or before the payment date in that month, withdraw from its interest reserve 
account and deposit in its collection account any and all interest reserve      
amounts then on deposit in the interest reserve account with respect to those   
pooled mortgage loans that accrue interest on an Actual/360 Basis. All interest 
reserve amounts that are so transferred from the interest reserve account to    
the collection account will be included in the Available P&I Funds for the      
payment date during the month of transfer.                                      

PAYMENTS                                                                        

   General. On each payment date, the trustee will, subject to the available
funds, make all payments required to be made on the series 2001-C3 certificates 
on that date to the holders of record as of the close of business on the last   
business day of the calendar month preceding the month in which those payments  
are to occur. The final payment of principal and/or interest on any offered     
certificate, however, will be made only upon presentation and surrender of that 
certificate at the location to be specified in a notice of the pendency of that 
final payment.                                                                  

In order for a series 2001-C3 certificateholder to receive payments by
wire transfer on and after any particular payment date, that certificateholder  
must provide the trustee with written wiring instructions no less than five     
business days prior to the record date for that payment date occurs. Otherwise, 
that certificateholder will receive its payments by check mailed to it.         

    Cede & Co. will be the registered holder of your offered certificates, and
you will receive payments on your offered certificates through DTC and its      
participating organizations, until physical certificates are issued to the      
actual beneficial owners. See "--Registration and Denominations" above.         

Payments of Interest. All of the classes of the series 2001-C3        
certificates will bear interest, except for the R-LR, R-I, R-II and R-III       
classes.                                                                        

With respect to each interest-bearing class of the series 2001-C3     
certificates, that interest will accrue during each interest accrual period     
based upon--                                                                    

 o the pass-through rate applicable for that class for that interest accrual
period,                                                               

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

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

    On each payment date, subject to the Available P&I Funds for that date and
the priorities of payment described under "--Payments--Priority of Payments"    
below, the holders of each interest-bearing class of the series 2001-C3         
certificates will be entitled to receive--                                      

o the total amount of interest accrued during the related interest accrual
period with respect to that class of certificates, reduced by         

o the portion of any Net Aggregate Prepayment Interest Shortfall for that 
payment date that is allocable to that class of certificates.         

o If the holders of any interest-bearing class of the series 2001-C3      
    certificates do not receive all of the interest to which they are entitled
    on any payment date, then they will continue to be entitled to receive the
  unpaid portion of that interest on future payment dates, without further
    interest accrued on the unpaid portion, subject to the Available P&I Funds
for those future payment dates and the priorities of payment described
under "--Payments--Priority of Payments" below.                       

   The Net Aggregate Prepayment Interest Shortfall for any payment date will
be allocated among the respective interest-bearing classes of the series        
2001-C3 certificates, in the order indicated below, in each case up to an       
amount equal to the lesser of any remaining unallocated portion of that Net     
Aggregate Prepayment Interest Shortfall and the total amount of accrued         
interest in respect of the particular class of certificates for the related     
interest accrual period.                                                        

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                                                                [Download Table]

ORDER OF ALLOCATION         CLASS      
-------------------         -----      
                                       
 1st ...............          Q        
 2nd ...............          P        
 3rd ...............          N        
 4th ...............          M        
 5th ...............          L        
 6th ...............          K        
 7th ...............          J        
 8th ...............          H        
 9th ...............          G        
 10th ..............          F        
 11th ..............          E        
 12th ..............          D        
 13th ..............          C        
 14th ..............          B        
 15th ..............   A-1, A-2 and X, 
                      pro rata based on
                      accrued interest.


  Calculation of Pass-Through Rates. The respective pass-through rates for
the class A-1, A-2, B, C, D, H, J, K, L, M, N, P and Q certificates will, in    
the case of each of those classes, be fixed at the rate per annum identified in 
the table on page S-4 of this prospectus supplement as the initial pass-through 
rate for the subject class.                                                     

    The pass-through rate for the class E certificates will generally be fixed
at the rate per annum identified in the table on page S-4 of this prospectus    
supplement as the initial pass-through rate for that class. However, with       
respect to any interest accrual period, if the Weighted Average Pool            
Pass-Through Rate is below the fixed pass-through rate for the class E          
certificates, then the pass-through rate that will be in effect for the class E 
certificates during that interest accrual period will be the Weighted Average   
Pool Pass-Through Rate.                                                         

The pass-through rate for the class F certificates for each interest  
accrual period will equal the Weighted Average Pool Pass-Through Rate for that  
interest accrual period minus 0.23%.                                            

The pass-through rate for the class G certificates for each interest  
accrual period will equal the Weighted Average Pool Pass-Through Rate for that  
interest accrual period.                                                        

The pass-through rate applicable to the class X certificates for each 
interest accrual period, including the initial interest accrual period, will    
equal the weighted average of the respective class X strip rates of the various 
classes of series 2001-C3 certificates with principal balances. In the case of  
each of those classes of series 2001-C3 certificates with principal balances,   
the class X strip rate for each interest accrual period will equal the excess,  
if any, of--                                                                    

o the Weighted Average Pool Pass-Through Rate for that interest accrual   
period, over                                                          

o the pass-through rate in effect during that interest accrual period for 
that particular class of series 2001-C3 certificates with a principal 
balance.                                                              

The calculation of the Weighted Average Pool Pass-Through Rate will be
unaffected by any change in the mortgage interest rate for any mortgage loan    
from what it was on the date of initial issuance of the offered certificates,   
including in connection with any bankruptcy or insolvency of the related        
borrower or any modification of that mortgage loan agreed to by the master      
servicer or the special servicer.                                               

The class R-LR, R-I, R-II and R-III certificates will not be          
interest-bearing and, therefore, will not have pass-through rates.              

    Payments of Principal. Subject to the Available P&I Funds and the priority
of payments described under "--Payments--Priority of Payments" below, the       
total amount of principal payable with respect to each class of the             
series 2001-C3 certificates, other than the class X, R-LR, R-I, R-II and R-III  
certificates, on each payment date will equal that class's allocable share of   
the Total Principal Payment Amount for that payment date.                       

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    In general, the portion of the Total Principal Payment Amount that will be
allocated to the class A-1 and A-2 certificates on each payment date will       
equal:                                                                          

o in the case of the class A-1 certificates, the lesser of--              

 1. the entire Total Principal Payment Amount for that payment date, and

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

o in the case of the class A-2 certificates, the lesser of--              

1. the entire Total Principal Payment Amount for that payment date,   
reduced by any portion of that amount allocable to the class A-1
certificates as described in the preceding bullet, and          

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

 However, on each payment date coinciding with and following the Class A
Principal Payment Cross-Over Date, and in any event on the final payment date,  
assuming the A-1 and A-2 classes are both outstanding at that time, the Total   
Principal Payment Amount will be allocable between the A-1 and A-2 classes on a 
pro rata basis in accordance with their respective total principal balances     
immediately prior to that payment date, in each case up to that total principal 
balance.                                                                        

 WHILE THE CLASS A-1 AND A-2 CERTIFICATES ARE OUTSTANDING, NO PORTION OF
THE TOTAL PRINCIPAL PAYMENT AMOUNT FOR ANY PAYMENT DATE WILL BE ALLOCATED TO    
ANY OTHER CLASS OF SERIES 2001-C3 CERTIFICATES.                                 

   Following the retirement of the class A-1 and A-2 certificates, the Total
Principal Payment Amount for each payment date will be allocated to the         
respective classes of series 2001-C3 certificates identified in the table below 
and in the order of priority set forth in that table, in each case up to the    
lesser of--                                                                     

o the portion of that Total Principal Payment Amount that remains         
unallocated, and                                                      

o the total principal balance of the particular class immediately prior to
that payment date.                                                    

                                                                [Download Table]

ORDER OF ALLOCATION   CLASS
-------------------   -----
                           
 1st ...............    B  
 2nd ...............    C  
 3rd ...............    D  
 4th ...............    E  
 5th ...............    F  
 6th ...............    G  
 7th ...............    H  
 8th ...............    J  
 9th ...............    K  
 10th ..............    L  
 11th ..............    M  
 12th ..............    N  
 13th ..............    P  
 14th ..............    Q  


  IN NO EVENT WILL THE HOLDERS OF ANY CLASS OF SERIES 2001-C3 CERTIFICATES
LISTED IN THE FOREGOING TABLE BE ENTITLED TO RECEIVE ANY PAYMENTS OF PRINCIPAL  
UNTIL THE TOTAL PRINCIPAL BALANCE OF THE CLASS A-1 AND A-2 CERTIFICATES IS      
REDUCED TO ZERO. FURTHERMORE, IN NO EVENT WILL THE HOLDERS OF ANY CLASS OF      
SERIES 2001-C3 CERTIFICATES LISTED IN THE FOREGOING TABLE BE ENTITLED TO        
RECEIVE ANY PAYMENTS OF PRINCIPAL UNTIL THE TOTAL PRINCIPAL BALANCE OF ALL      
OTHER CLASSES OF SERIES 2001-C3 CERTIFICATES, IF ANY, LISTED ABOVE IT IN THE    
FOREGOING TABLE IS REDUCED TO ZERO.                                             

Reimbursement Amounts. As discussed under "--Reductions of Certificate
Principal Balances in Connection with Realized Losses and Additional Trust Fund 
Expenses" below, the total principal balance of any class of series 2001-C3     
certificates, other than the class X, R-LR, R-I, R-II and R-III certificates,   
may be reduced without a corresponding payment of principal. If that occurs     
with respect to any class of series 2001-C3 certificates, then, subject to      
Available P&I Funds and the priority of payments described under "--Payments    
--Priority of Payments" below, the holders of that class will be entitled       

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to be reimbursed for the amount of that reduction, without interest. References 
to the "loss reimbursement amount" under "--Payments--Priority of Payments"     
below mean, in the case of any class of series 2001-C3 certificates, other than 
the class X, R-LR, R-I, R-II and R-III certificates, for any payment date, the  
total amount to which the holders of that class are entitled as reimbursement   
for all previously unreimbursed reductions, if any, made in the total principal 
balance of that class on all prior payment dates as discussed under             
"--Reductions of Certificate Principal Balances in Connection with Realized     
Losses and Additional Trust Fund Expenses" below.                               

Priority of Payments. On each payment date, the trustee will apply the
Available P&I Funds for that date to make the following payments in the         
following order of priority, in each case to the extent of the remaining        
Available P&I Funds:                                                            

                                                        [Enlarge/Download Table]

 ORDER OF   RECIPIENT CLASS                                                                                    
  PAYMENT     OR CLASSES                                 TYPE AND AMOUNT OF PAYMENT                            
 --------   ---------------                              --------------------------                            
                                                                                                               
     1      A-1, A-2 and X  Interest up to the total interest payable on those classes, pro rata based on the  
                            respective amounts of that interest payable on each of those classes               

     2        A-1 and A-2   Principal up to the total principal payable on those classes, allocable as between 
                            those classes as described immediately following this table                        

     3        A-1 and A-2   Reimbursement up to the total loss reimbursement amount for those classes, pro     
                            rata based on the loss reimbursement amount for each of those classes              
---------------------------------------------------------------------------------------------------------------

     4             B        Interest up to the total interest payable on that class                            

     5             B        Principal up to the total principal payable on that class                          

     6             B        Reimbursement up to the loss reimbursement amount for that class                   
---------------------------------------------------------------------------------------------------------------

     7             C        Interest up to the total interest payable on that class                            

     8             C        Principal up to the total principal payable on that class                          

     9             C        Reimbursement up to the loss reimbursement amount for that class                   
---------------------------------------------------------------------------------------------------------------
    10             D        Interest up to the total interest payable on that class                            

    11             D        Principal up to the total principal payable on that class                          

    12             D        Reimbursement up to the loss reimbursement amount for that class                   
---------------------------------------------------------------------------------------------------------------

    13             E        Interest up to the total interest payable on that class                            

    14             E        Principal up to the total principal payable on that class                          

    15             E        Reimbursement up to the loss reimbursement amount for that class                   
---------------------------------------------------------------------------------------------------------------

    16             F        Interest up to the total interest payable on that class                            

    17             F        Principal up to the total principal payable on that class                          

    18             F        Reimbursement up to the loss reimbursement amount for that class                   
---------------------------------------------------------------------------------------------------------------

    19             G        Interest up to the total interest payable on that class                            

    20             G        Principal up to the total principal payable on that class                          

    21             G        Reimbursement up to the loss reimbursement amount for that class                   
---------------------------------------------------------------------------------------------------------------

    22             H        Interest up to the total interest payable on that class                            

    23             H        Principal up to the total principal payable on that class                          

    24             H        Reimbursement up to the loss reimbursement amount for that class                   
---------------------------------------------------------------------------------------------------------------

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 ORDER OF       RECIPIENT CLASS                                                                                
 PAYMENT           OR CLASSES                             TYPE AND AMOUNT OF PAYMENT                           
 --------       ---------------                           --------------------------                           
                                                                                                               
    25                 J              Interest up to the total interest payable on that class                  

    26                 J              Principal up to the total principal payable on that class                

    27                 J              Reimbursement up to the loss reimbursement amount for that class         
---------------------------------------------------------------------------------------------------------------

    28                 K              Interest up to the total interest payable on that class                  

    29                 K              Principal up to the total principal payable on that class                

    30                 K              Reimbursement up to the loss reimbursement amount for that class         
---------------------------------------------------------------------------------------------------------------

    31                 L              Interest up to the total interest payable on that class                  

    32                 L              Principal up to the total principal payable on that class                

    33                 L              Reimbursement up to the loss reimbursement amount for that class         
---------------------------------------------------------------------------------------------------------------

    34                 M              Interest up to the total interest payable on that class                  

    35                 M              Principal up to the total principal payable on that class                

    36                 M              Reimbursement up to the loss reimbursement amount for that class         
---------------------------------------------------------------------------------------------------------------

    37                 N              Interest up to the total interest payable on that class                  

    38                 N              Principal up to the total principal payable on that class                

    39                 N              Reimbursement up to the loss reimbursement amount for that class         
---------------------------------------------------------------------------------------------------------------

    40                 P              Interest up to the total interest payable on that class                  

    41                 P              Principal up to the total principal payable on that class                

    42                 P              Reimbursement up to the loss reimbursement amount for that class         
---------------------------------------------------------------------------------------------------------------

    43                 Q              Interest up to the total interest payable on that class                  

    44                 Q              Principal up to the total principal payable on that class                

    45                 Q              Reimbursement up to the loss reimbursement amount for that class         
---------------------------------------------------------------------------------------------------------------

    46     R-LR, R-I, R-II and R-III  Any remaining Available P&I Funds                                        

In general, no payments of principal will be made with respect to the 
class A-2 certificates until the total principal balance of the class A-1       
certificates is reduced to zero. However, on each payment date coinciding with  
or following the Class A Principal Payment Cross-Over Date, and in any event on 
the final payment date, assuming the A-1 and A-2 classes are both outstanding   
at that time, payments of principal on the A-1 and A-2 classes will be made on  
a pro rata basis in accordance with the respective total principal balances of  
those classes then outstanding.                                                 

Payments of Prepayment Premiums and Yield Maintenance Charges. If any 
prepayment consideration is collected during any particular collection period   
with respect to any mortgage loan in the trust, regardless of whether that      
prepayment consideration is calculated as a percentage of the amount prepaid or 
in accordance with a yield maintenance formula, then on the payment date        
corresponding to that collection period, the trustee will pay a portion of that 
prepayment consideration to the holders of any class A-1, A-2, B, C, D, E, F    
and/or G certificates that are entitled to payments of principal on that        
payment date, up to an amount equal to, in the case of any particular class of  
those certificates, the product of--                                            

 o the full amount of that prepayment consideration, net of workout fees and
liquidation fees payable from it, multiplied by                       

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o a fraction, which in no event may be greater than 1.0 or less than 0.0, 
    the numerator of which is equal to the excess, if any, of the pass-through
  rate for that class of certificates over the relevant discount rate, and
  the denominator of which is equal to the excess, if any, of the mortgage
interest rate of the prepaid mortgage loan over the relevant discount 
rate, and further multiplied by                                       

o a fraction, the numerator of which is equal to the amount of principal  
payable to that class of certificates on that payment date, and the   
denominator of which is the Total Principal Payment Amount for that   
payment date.                                                         

The trustee will thereafter pay any remaining portion of that net prepayment    
consideration to the holders of the class X certificates.                       

The discount rate applicable to any class of offered certificates with
respect to any prepaid mortgage loan in the trust will equal the yield, when    
compounded monthly, on the U.S. Treasury primary issue with a maturity date     
closest to the maturity date or anticipated repayment date, as applicable, for  
the prepaid mortgage loan. In the event that there are two such U.S. Treasury   
issues--                                                                        

 o with the same coupon, the issue with the lower yield will be utilized, or

o with maturity dates equally close to the maturity date for the prepaid  
    mortgage loan, the issue with the earliest maturity date will be utilized.

Neither we nor the underwriters make any representation as to--           

 o the enforceability of the provision of any promissory note evidencing one
of the mortgage loans requiring the payment of a prepayment premium or
yield maintenance charge, or                                          

 o the collectability of any prepayment premium or yield maintenance charge.

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

  Payments of Additional Interest. The holders of the class Q certificates
will be entitled to all amounts, if any, applied as Post-ARD Additional         
Interest collected on the ARD Loans in the trust.                               

TREATMENT OF REO PROPERTIES                                                     

  Notwithstanding that any mortgaged real property may be acquired as part
of the trust assets through foreclosure, deed in lieu of foreclosure or         
otherwise, the related mortgage loan will be treated as having remained         
outstanding, until the REO Property is liquidated, for purposes of              
determining--                                                                   

o payments on the series 2001-C3 certificates,                            

o allocations of Realized Losses and Additional Trust Fund Expenses to the
series 2001-C3 certificates, and                                      

o the amount of all fees payable to the master servicer, the special      
servicer and the trustee under the pooling and servicing agreement.   

In connection with the foregoing, that mortgage loan will be taken into account 
when determining the Weighted Average Pool Pass-Through Rate and the Total      
Principal Payment Amount for each payment date.                                 

    Operating revenues and other proceeds derived from an REO Property will be
applied--                                                                       

o first, to pay, or to reimburse the master servicer, the special servicer
and/or the trustee for the payment of, some of the costs and expenses 
incurred in connection with the operation and disposition of the REO  
Property, and                                                         

o thereafter, as collections of principal, interest and other amounts due 
on the related mortgage loan.                                         

To the extent described under "--Advances of Delinquent Monthly Debt  
Service Payments" below, the master servicer, the trustee and the fiscal agent  
will be required to advance delinquent monthly payments with respect to each    
pooled mortgage loan as to which the corresponding mortgaged real property has  
become an REO Property, in all cases as if the mortgage loan had remained       
outstanding.                                                                    

REDUCTIONS OF CERTIFICATE PRINCIPAL BALANCES IN CONNECTION WITH REALIZED LOSSES 
AND ADDITIONAL TRUST FUND EXPENSES                                          

As a result of Realized Losses and Additional Trust Fund Expenses, the
total Stated Principal Balance of the mortgage pool may decline below the total 
principal balance of the series 2001-C3 certificates. If this occurs following  
the payments                                                                    

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made to the certificateholders on any payment date, then the respective total   
principal balances of the following classes of the series 2001-C3 certificates  
are to be successively reduced in the following order, until the total          
principal balance of those classes of certificates equals the total Stated      
Principal Balance of the mortgage pool that will be outstanding immediately     
following that payment date.                                                    

                                                                [Download Table]

ORDER OF ALLOCATION           CLASS        
-------------------           -----        
                                           
 1st ...............            Q          
 2nd ...............            P          
 3rd ...............            N          
 4th ...............            M          
 5th ...............            L          
 6th ...............            K          
 7th ...............            J          
 8th ...............            H          
 9th ...............            G          
 10th ..............            F          
 11th ..............            E          
 12th ..............            D          
 13th ..............            C          
 14th ..............            B          
 15th ..............  A-1 and A-2, pro rata
                         based on total    
                       principal balances  

  The reductions in the total principal balances of the respective classes
of series 2001-C3 certificates with principal balances, as described in the     
previous paragraph, will represent an allocation of the Realized Losses and/or  
Additional Trust Fund Expenses that caused the particular mismatch in principal 
balances between the pooled mortgage loans and those classes of series 2001-C3  
certificates.                                                                   

  The Realized Loss with respect to a liquidated mortgage loan, or related
REO Property, is an amount generally equal to the excess, if any, of:           

o the outstanding principal balance of the mortgage loan as of the date of
liquidation, together with--                                          

1. all accrued and unpaid interest on the mortgage loan to but not    
  including the due date in the collection period in which the liquidation
occurred, exclusive, however, of any portion of that interest that    
represents Default Interest or Post-ARD Additional Interest, and      

2. all related unreimbursed servicing advances and unpaid liquidation 
expenses, over                                                        

 o the total amount of Liquidation Proceeds, if any, recovered in connection
with the liquidation.                                                 

If any portion of the debt due under a mortgage 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,   
insolvency or similar proceeding involving the related borrower, the amount     
forgiven, other than Default Interest and Post-ARD Additional Interest, also    
will be treated as a Realized Loss.                                             

Some examples of Additional Trust Fund Expenses are:                  

 o any special servicing fees, workout fees and liquidation fees paid to the
special servicer;                                                     

o any interest paid to the master servicer, the special servicer, the     
trustee and/or the fiscal agent with respect to unreimbursed advances,
which interest payment is not covered out of late payment charges and 
 Default Interest actually collected on the mortgage loans in the trust;

o the cost of various opinions of counsel required or permitted to be     
    obtained in connection with the servicing of the pooled mortgage loans and
  the administration of the other trust assets that is not paid for by the
related borrower or covered out of late payment charges and Default   
Interest actually collected on the mortgage loans in the trust;       

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o any unanticipated, non-mortgage loan specific expense of the trust that 
  is not covered out of late payment charges and Default Interest actually
collected on the mortgage loans in the trust, including--             

  1. any reimbursements and indemnifications to the trustee and the fiscal
      agent described under "Description of the Governing Documents--Matters
       Regarding the Trustee" in the accompanying prospectus, the fiscal agent
       having the same rights to indemnity and reimbursement as described with
respect to the trustee,                                         

2. any reimbursements and indemnification to the master servicer, the 
     special servicer and us described under "Description of the Governing
       Documents--Matters Regarding the Master Servicer, the Special Servicer,
the Manager and Us" in the accompanying prospectus, and         

  3. any federal, state and local taxes, and tax-related expenses, payable
out of the trust assets, as described under "Federal Income Tax 
     Consequences--REMICs--Prohibited Transactions Tax and Other Taxes" in
the accompanying prospectus;                                    

 o rating agency fees, other than on-going surveillance fees, that cannot be
recovered from the borrower and that are not paid for by the related  
borrower or covered out of late payment charges and Default Interest  
actually collected on the mortgage loans in the trust; and            

o any amounts expended on behalf of the trust to remediate an adverse     
environmental condition at any mortgaged real property securing a     
 defaulted mortgage loan as described under "Servicing of the Underlying
Mortgage Loans--Realization Upon Defaulted Mortgage Loans" in this    
    prospectus supplement and that are not paid for by the related borrower or
covered out of late payment charges and Default Interest actually     
collected on the mortgage loans in the trust.                         

ADVANCES OF DELINQUENT MONTHLY DEBT SERVICE PAYMENTS                            

The master servicer will be required to make, for each payment date, a
total amount of advances of principal and/or interest generally equal to all    
monthly debt service payments, other than balloon payments, and assumed monthly 
debt service payments, in each case net of related master servicing fees and    
workout fees, that--                                                            

o were due or deemed due, as the case may be, with respect to the pooled  
mortgage loans during the related collection period, and              

o were not paid by or on behalf of the respective borrowers or otherwise  
collected as of the close of business on the last day of the related  
collection period.                                                    

Notwithstanding the foregoing, if it is determined that an Appraisal  
Reduction Amount exists with respect to any mortgage loan in the trust, then    
the master servicer will reduce the amount of each P&I advance that it must     
make with respect to that mortgage loan during the period that the Appraisal    
Reduction Amount exists. The amount of any P&I advance required to be made with 
respect to any mortgage loan as to which there exists an Appraisal Reduction    
Amount, will equal the product of:                                              

o the amount of that P&I advance that would otherwise be required to be   
   made for the subject payment date without regard to this sentence and the
prior sentence, multiplied by                                         

o a fraction, the numerator of which is equal to the Stated Principal     
  Balance of the mortgage loan, net of the Appraisal Reduction Amount, and
  the denominator of which is equal to the Stated Principal Balance of the
mortgage loan.                                                        

   With respect to any payment date, the master servicer will be required to
make P&I advances either out of its own funds or, subject to replacement as and 
to the extent provided in the pooling and servicing agreement, funds held in    
the master servicer's custodial account that are not required to be paid on the 
series 2001-C3 certificates on that payment date.                               

   The master servicer will be required to make P&I advances on the Chrysler
Building Companion Loan. For purposes of determining its advancing obligations  
in this regard, including calculation of any Appraisal Reduction Amount, the    
master servicer will treat the Chrysler Building Loan Pair as a single mortgage 
loan.                                                                           

The trustee will be required to make any P&I advance that the master  
servicer is required, but fails, to make. If the trustee fails to make a        
required P&I advance, then the fiscal agent will be required to make the        
advance. See "--The Trustee" and "--The Fiscal Agent" below.                    

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The master servicer, the trustee and the fiscal agent will each be    
entitled to recover any P&I advance made by it out of its own funds from        
collections on the mortgage loan as to which the advance was made. None of the  
master servicer, the trustee or the fiscal agent will be obligated to make any  
P&I advance that, in its judgment, would not ultimately be recoverable out of   
collections on the related mortgage loan. If the master servicer, the trustee   
or the fiscal agent makes any P&I advance that it subsequently determines will  
not be recoverable out of collections on the related mortgage loan, it may      
obtain reimbursement for that advance, together with interest accrued on the    
advance as described in the next paragraph, out of general collections on the   
mortgage loans and any REO Properties in the trust on deposit in the master     
servicer's custodial account from time to time. The trustee and the fiscal      
agent will be entitled to rely on the master servicer's determination that an   
advance, if made, would not be ultimately recoverable from collections on the   
related mortgage loan. See "Description of the Certificates--Advances" in the   
accompanying prospectus and "Servicing of the Underlying Mortgage Loans--       
Custodial Account" in this prospectus supplement.                               

The master servicer, the trustee and the fiscal agent will each be    
entitled to receive interest on P&I advances made thereby out of its own funds. 
That interest will accrue on the amount of each P&I advance, and compound       
annually, for so long as that advance is outstanding at an annual rate equal to 
the prime rate as published in the "Money Rates" section of The Wall Street     
Journal, as that prime rate may change from time to time. Interest accrued with 
respect to any P&I advance will be payable during the collection period in      
which that advance is reimbursed--                                              

o first, out of Default Interest and late payment charges collected on the
related mortgage loan or any other pooled mortgage loan during that   
collection period, and                                                

o then, if and to the extent that the Default Interest and late payment   
 charges referred to in clause first above are insufficient to cover the
  advance interest, out of any other amounts then on deposit in the master
servicer's custodial account.                                         

Any delay between a sub-servicer's receipt of a late collection of a  
monthly debt service payment as to which a P&I advance was made and the         
forwarding of that late collection to the master servicer, will increase the    
amount of interest accrued and payable to the master servicer or the trustee,   
as the case may be, on that P&I advance. To the extent not offset by Default    
Interest and/or late payment charges accrued and actually collected, interest   
accrued on outstanding P&I advances will result in a reduction in amounts       
payable on one or more classes of the certificates.                             

   A monthly debt service payment will be assumed to be due with respect to:

o each pooled mortgage loan that is delinquent with respect to its balloon
    payment beyond the end of the collection period in which its maturity date
occurs and as to which no arrangements have been agreed to for the    
   collection of the delinquent amounts, including an extension of maturity;
and                                                                   

o each pooled mortgage loan as to which the corresponding mortgaged real  
property has become an REO Property.                                  

The assumed monthly debt service payment deemed due on any mortgage loan        
described in the prior sentence that is delinquent as to its balloon payment,   
will equal, for its stated maturity date and for each successive due date that  
it remains outstanding and part of the trust, the monthly debt service payment  
that would have been due on the mortgage loan on the relevant date if the       
related balloon payment had not come due and the mortgage loan had, instead,    
continued to amortize and accrue interest according to its terms in effect      
prior to that stated maturity date. The assumed monthly debt service payment    
deemed due on any mortgage loan described in the second preceding sentence as   
to which the related mortgaged real property has become an REO Property, will   
equal, for each due date that the REO Property remains part of the trust, the   
monthly debt service payment or, in the case of a mortgage loan delinquent with 
respect to its balloon payment, the assumed monthly debt service payment due or 
deemed due on the last due date prior to the acquisition of that REO Property.  
Assumed monthly debt service payments for ARD Loans do not include Post-ARD     
Additional Interest or accelerated amortization payments.                       

REPORTS TO CERTIFICATEHOLDERS; AVAILABLE INFORMATION                            

    Certificateholder Reports. Based solely on information provided in monthly
reports prepared by the master servicer and the special servicer and delivered  
to the trustee, the trustee will be required to provide or otherwise make       
available as described under "--Information Available Electronically" below, on 
each payment date, to each registered holder of an offered certificate and,     
upon request, to each beneficial owner of an offered certificate held in        
book-entry form that is identified to the reasonable satisfaction of the        
trustee:                                                                        

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o A payment date statement containing substantially the information       
contained in Annex D to this prospectus supplement.                   

o A CMSA Loan Periodic Update File, a CMSA Financial File and a CMSA      
Property File setting forth information with respect to the pooled    
mortgage loans and the corresponding mortgaged real properties,       
respectively.                                                         

 o A mortgage pool data update report, which is to contain substantially the
    categories of information regarding the pooled mortgage loans set forth on
  Annexes A-1 and A-2 to this prospectus supplement, with that information
to be presented in tabular format substantially similar to the format 
utilized on those annexes. The mortgage pool data update report may be
included as part of the payment date statement.                       

  The master servicer or the special servicer, as specified in the pooling
and servicing agreement, is required to deliver to the trustee monthly, and the 
trustee is required to make available as described below under "--Information   
Available Electronically," a copy of each of the following reports with respect 
to the pooled mortgage loans and the corresponding mortgaged properties:        

o A CMSA Delinquent Loan Status Report.                                   

o A CMSA Historical Loan Modification Report.                             

o A CMSA Historical Liquidation Report.                                   

o A CMSA REO Status Report.                                               

o A CMSA Servicer Watch List.                                             

o A loan payment notification report.                                     

o A CMSA Comparative Financial Status Report.                             

In addition, upon the request of any holder of a series 2001-C3       
certificate or, to the extent identified to the reasonable satisfaction of the  
trustee, beneficial owner of an offered certificate, the trustee will be        
required to request from the master servicer, and, upon receipt, make available 
to the requesting party, during normal business hours at the offices of the     
trustee, copies of the following reports required to be prepared and maintained 
by the master servicer and/or the special servicer:                             

o with respect to any mortgaged real property or REO Property, a CMSA     
Operating Statement Analysis Report; and                              

o with respect to any mortgaged real property or REO Property, a CMSA NOI 
Adjustment Worksheet.                                                 

  The reports identified in the preceding three paragraphs as CMSA reports
will be in the forms prescribed in the standard Commercial Mortgage Securities  
Association investor reporting package. Forms of these reports are available at 
the CMSA's internet website, located at www.cssacmbs.org.                       

 Within a reasonable period of time after the end of each calendar year,
the trustee is required to send to each person who at any time during the       
calendar year was a series 2001-C3 certificateholder of record, a report        
summarizing on an annual basis, if appropriate, certain items of the monthly    
payment date statements relating to amounts distributed to the                  
certificateholder and such other information as may be required to enable the   
certificateholder to prepare its federal income tax returns. That information   
is required to include the amount of original issue discount accrued on each    
class of certificates and information regarding the expenses of the trust. The  
foregoing requirements will be deemed to have been satisfied to the extent that 
the information is provided from time to time pursuant to the applicable        
requirements of the Internal Revenue Code.                                      

  Absent manifest error of which it is aware, none of the master servicer,
the special servicer or the trustee will be responsible for the accuracy or     
completeness of any information supplied to it by a borrower or 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.                                                                     

Book-Entry Certificates. If you hold your offered certificates in     
book-entry form through DTC, you may obtain direct access to the monthly        
reports of the trustee as if you were a certificateholder, provided that you    
deliver a written certification to the trustee confirming your beneficial       
ownership in the offered certificates. Otherwise, until definitive certificates 
are issued with respect to your offered certificates, the information contained 
in those monthly reports will be available to you only to the extent that it is 
made available through DTC and the DTC participants or is available on the      
trustee's internet website.                                                     

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Conveyance of notices and other communications by DTC to the DTC participants,  
and by the DTC participants to beneficial owners of the offered certificates,   
will be governed by arrangements among them, subject to any statutory or        
regulatory requirements as may be in effect from time to time. We, the master   
servicer, the special servicer, the trustee, the fiscal agent and the series    
2001-C3 certificate registrar are required to recognize as certificateholders   
only those persons in whose names the series 2001-C3 certificates are           
registered on the books and records of the certificate registrar.               

    Information Available Electronically. The trustee will make available each
month, for the relevant reporting periods, to the series 2001-C3                
certificateholders and beneficial owners of series 2001-C3 certificates         
identified to the reasonable satisfaction of the trustee, the payment date      
statement, any mortgage pool data update report, any loan payment notification  
report, and the mortgage loan information presented in the standard Commercial  
Mortgage Securities Association investor reporting package formats via the      
trustee's internet website. All the foregoing reports will be accessible only   
with a password provided by the trustee after its receipt from the person(s)    
seeking access of a certification in the form attached to the pooling and       
servicing agreement. The trustee's internet website will initially be located   
at www.etrustee.net.                                                            

    The master servicer also may make some or all of the reports identified in
the preceding paragraph available via its internet website, www.firstunion.com, 
which will initially be accessible via password and user name.                  

   Neither the trustee nor the master servicer will make any representations
or warranties as to the accuracy or completeness of, and may disclaim           
responsibility for, any information made available by the trustee or master     
servicer, as the case may be, for which it is not the original source.          

The trustee and the master servicer may require the acceptance of a   
disclaimer and an agreement of confidentiality in connection with providing     
access to their respective internet websites. Neither the trustee nor the       
master servicer will be liable for the dissemination of information made in     
accordance with the pooling and servicing agreement.                            

At the request of the underwriters, as provided in the pooling and    
servicing agreement, the trustee will be required to make available             
electronically, on each payment date, to the Trepp Group, Intex Solutions,      
Inc., Charter Research Corporation and any other similar third party            
information provider, a copy of the reports forwarded to the series 2001-C3     
certificateholders.                                                             

  Other Information. The pooling and servicing agreement will obligate the
trustee to make available at its offices, during normal business hours, upon    
reasonable advance written notice, for review by any holder or beneficial owner 
of an offered certificate or any person identified to the trustee as a          
prospective transferee of an offered certificate or any interest in that        
offered certificate, originals or copies of, among other things, the following  
items:                                                                          

o this prospectus supplement, the accompanying prospectus and any other   
disclosure documents relating to the non-offered classes of the series
  2001-C3 certificates, in the form most recently provided by us or on our
behalf to the trustee;                                                

o the pooling and servicing agreement, each sub-servicing agreement       
    delivered to the trustee since the date of initial issuance of the offered
certificates, and any amendments to those agreements;                 

 o all monthly reports of the trustee delivered, or otherwise electronically
made available, to series 2001-C3 certificateholders since the date of
initial issuance of the offered certificates;                         

o all officer's certificates delivered to the trustee by the master       
    servicer and/or the special servicer since the date of initial issuance of
   the offered certificates, as described under "Servicing of the Underlying
   Mortgage Loans--Evidence as to Compliance" in this prospectus supplement;

o all accountant's reports delivered to the trustee with respect to the   
master servicer and/or the special servicer since the date of initial 
    issuance of the offered certificates, as described under "Servicing of the
  Underlying Mortgage Loans--Evidence as to Compliance" in this prospectus
supplement;                                                           

o the most recent appraisal, if any, with respect to each mortgaged real  
    property for a pooled mortgage loan obtained by the master servicer or the
special servicer and delivered to the trustee;                        

 o the mortgage files for the pooled loans, including all documents, such as
  modifications, waivers and amendments of the pooled mortgage loans, that
are to be added to the mortgage files from time to time;              

o upon request, the most recent inspection report with respect to each    
   mortgaged real property for a pooled mortgage loan prepared by the master
    servicer or the special servicer and delivered to the trustee as described
    under "Servicing of the Underlying Mortgage Loans--Inspections; Collection
of Operating Information" in this prospectus supplement; and          

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o upon request, the most recent quarterly and annual operating statement  
   and rent roll for each mortgaged real property for a pooled mortgage loan
  and financial statements of the related borrower collected by the master
    servicer or the special servicer and delivered to the trustee as described
    under "Servicing of the Underlying Mortgage Loans--Inspections; Collection
of Operating Information" in this prospectus supplement.              

 Copies of any and all of the foregoing items will be available from the
trustee upon request. However, the trustee will be permitted to require payment 
of a sum sufficient to cover the reasonable costs and expenses of providing the 
copies.                                                                         

 In connection with providing access to or copies of the items described
above, the trustee may require:                                                 

o in the case of a registered holder of an offered certificate or a       
beneficial owner of an offered certificate held in book-entry form, a 
written confirmation executed by the requesting person or entity, in a
 form reasonably acceptable to the trustee, generally to the effect that
    the person or entity is a registered holder or beneficial owner of offered
certificates and will keep the information confidential; and          

o in the case of a prospective purchaser of an offered certificate or any 
interest in that offered certificate, confirmation executed by the    
requesting person or entity, in a form reasonably acceptable to the   
trustee, generally to the effect that the person or entity is a       
 prospective purchaser of offered certificates or an interest in offered
certificates, is requesting the information for use in evaluating a   
 possible investment in the offered certificates and will otherwise keep
the information confidential.                                         

VOTING RIGHTS                                                                   

 The voting rights for the series 2001-C3 certificates will be allocated
among the respective classes of those certificates as follows:                  

o 99% of the voting rights will be allocated among the holders of the     
various classes of series 2001-C3 certificates that have principal    
balances, pro rata in accordance with those principal balances;       

o 1% of the voting rights will be allocated among the holders of the class
X certificates; and                                                   

o 0% of the voting rights will be allocated among the holders of the class
R-LR, R-I, R-II and R-III certificates.                               

Voting rights allocated to a class of series 2001-C3 certificateholders will be 
allocated among those certificateholders in proportion to their respective      
percentage interests in that class.                                             

TERMINATION                                                                     

The obligations created by the pooling and servicing agreement will   
terminate following the earliest of--                                           

1. the final payment or advance on, other liquidation of, the last    
 mortgage loan or related REO Property remaining in the trust, and

   2. the purchase of all of the mortgage loans and REO Properties remaining
   in the trust by us, Lehman Brothers Inc., the special servicer, any
     single certificateholder or group of certificateholders of the series
  2001-C3 controlling class or the master servicer, in that order of
preference.                                                     

   Written notice of termination of the pooling and servicing agreement will
be given to each series 2001-C3 certificateholder. The final payment with       
respect to each series 2001-C3 certificate will be made only upon surrender and 
cancellation of that certificate at the office of the series 2001-C3            
certificate registrar or at any other location specified in the notice of       
termination.                                                                    

    Any purchase by us, Lehman Brothers Inc., the special servicer, any single
holder or group of holders of the controlling class or the master servicer of   
all the mortgage loans and REO Properties remaining in the trust is required to 
be made at a price equal to:                                                    

the sum of--                                                          

   1. the total principal balance of all the mortgage loans then included in
       the trust, other than any mortgage loans as to which the mortgaged real
        properties have become REO Properties, together with (a) interest, other
than Default Interest and Post-ARD Additional Interest, on those
      mortgage loans, (b) unreimbursed servicing advances for those mortgage
    loans and (c) unpaid interest on advances made with respect to those
mortgage loans, and                                             

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  2. the appraised value of all REO Properties then included in the trust,
minus                                                           

o solely in the case of a purchase by the master servicer or the special  
servicer, the total of all amounts payable or reimbursable to the     
purchaser under the pooling and servicing agreement.                  

The purchase will result in early retirement of the outstanding series 2001-C3  
certificates. However, our right, and the rights of Lehman Brothers Inc., the   
special servicer, any single holder or group of holders of the series 2001-C3   
controlling class or the master servicer, to make the purchase is subject to    
the requirement that the total Stated Principal Balance of the mortgage pool be 
less than 1.0% of the initial mortgage pool balance. The termination price,     
exclusive of any portion of the termination price payable or reimbursable to    
any person other than the series 2001-C3 certificateholders, will constitute    
part of the Available P&I Funds for the final payment date. Any person or       
entity making the purchase will be responsible for reimbursing the parties to   
the pooling and servicing agreement for all reasonable out-of-pocket costs and  
expenses incurred by the parties in connection with the purchase.               

THE TRUSTEE                                                                     

 LaSalle Bank National Association, a national banking association, will
act as trustee on behalf of the series 2001-C3 certificateholders. As of the    
date of initial issuance of the offered certificates, the office of the trustee 
primarily responsible for administration of the trust assets, its corporate     
trust office, is located at 135 South LaSalle Street, Suite 1625, Chicago,      
Illinois 60603, Attention: Asset-Backed Securities Trust Services--LB-UBS       
Commercial Mortgage Trust Series 2001-C3.                                       

The trustee is at all times required to be a corporation, bank, trust 
company or association organized and doing business under the laws of the U.S.  
or any State of the U.S. or the District of Columbia. In addition, the trustee  
must at all times--                                                             

o be authorized under those laws to exercise trust powers,                

o have a combined capital and surplus of at least $50,000,000, and        

o be subject to supervision or examination by federal or state banking    
authority.                                                            

If the corporation, bank, trust company or association publishes reports of     
condition at least annually, in accordance with law or to the requirements of   
the supervising or examining authority, then the combined capital and surplus   
of the corporation, bank, trust company or association will be deemed to be its 
combined capital and surplus as described in its most recent published report   
of condition.                                                                   

    We, the master servicer, the special servicer and our and their respective
affiliates, may from time to time enter into normal banking and trustee         
relationships with the trustee and its affiliates. The trustee and any of its   
respective affiliates may hold series 2001-C3 certificates in their own names.  
In addition, for purposes of meeting the legal requirements of some local       
jurisdictions, the trustee will have the power to appoint a co-trustee or       
separate trustee of all or any part of the trust assets. All rights, powers,    
duties and obligations conferred or imposed upon the trustee will be conferred  
or imposed upon the trustee and the separate trustee or co-trustee jointly, or  
in any jurisdiction in which the trustee shall be incompetent or unqualified to 
perform some acts, singly upon the separate trustee or co-trustee who shall     
exercise and perform its rights, powers, duties and obligations solely at the   
direction of the trustee.                                                       

   The trustee will be entitled to a monthly fee for its services, which fee
will--                                                                          

o accrue at the annual rate stated in the pooling and servicing agreement,

o accrue on the total Stated Principal Balance of the mortgage pool       
outstanding from time to time, and                                    

o be calculated on a 30/360 Basis.                                        

The trustee fee is payable out of general collections on the mortgage loans and 
any REO Properties in the trust.                                                

   See also "Description of the Governing Documents--The Trustee", "--Duties
of the Trustee", "--Matters Regarding the Trustee" and "--Resignation and       
Removal of the Trustee" in the accompanying prospectus.                         

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THE FISCAL AGENT                                                                

   ABN AMRO Bank N.V., a Netherlands banking corporation, will act as fiscal
agent pursuant to the pooling and servicing agreement. The fiscal agent's       
office is located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois    
60603. The duties and obligations of the fiscal agent consist only of making    
P&I advances as described under "--Advances of Delinquent Monthly Debt Service  
Payments" above and servicing advances as described under "Servicing of the     
Underlying Mortgage Loans--Servicing and Other Compensation and Payment of      
Expenses" in this prospectus supplement. The fiscal agent will not be liable    
except for the performance of those duties and obligations. The fiscal agent    
will be entitled to reimbursement for each advance made by it, with interest,   
in the same manner and to the same extent as the trustee and the master         
servicer. The fiscal agent will be entitled to various rights, protections and  
indemnities similar to those afforded to the trustee. The trustee will be       
responsible for payment of the compensation of the fiscal agent.                

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YIELD AND MATURITY CONSIDERATIONS 

YIELD CONSIDERATIONS                                                            

General. The yield on any offered certificate will depend on:         

o the price at which the certificate is purchased by an investor, and     

o the rate, timing and amount of payments on the certificate.             

    The rate, timing and amount of payments on any offered certificate will in
turn depend on, among other things,                                             

o the pass-through rate for the certificate, which will be fixed or       
variable, as described in this prospectus supplement,                 

o the rate and timing of principal payments, including principal          
 prepayments, and other principal collections on the underlying mortgage
    loans and the extent to which those amounts are to be applied in reduction
of the principal balance of the certificate,                          

o the rate, timing and severity of Realized Losses and Additional Trust   
   Fund Expenses and the extent to which those losses and expenses result in
  the reduction of the principal balance of, or the total payments on, the
certificate, and                                                      

o the timing and severity of any Net Aggregate Prepayment Interest        
Shortfalls and the extent to which those shortfalls result in the     
reduction of the interest payments on the certificate.                

See "Description of the Offered Certificates--Payments--Calculation of
Pass-Through Rates" and "Description of the Mortgage Pool" in this prospectus   
supplement and "--Rate and Timing of Principal Payments" below.                 

Rate and Timing of Principal Payments. The yield to maturity on any   
offered certificates purchased at a discount or a premium will be affected by   
the rate and timing of principal payments made in a reduction of the principal  
balances of those certificates. In turn, the rate and timing of principal       
payments that are applied in reduction of the principal balance of any offered  
certificate will be directly related to the rate and timing of principal        
payments on or with respect to the underlying mortgage loans. Finally, the rate 
and timing of principal payments on or with respect to the underlying mortgage  
loans will be affected by their amortization schedules, the dates on which      
balloon payments are due and the rate and timing of principal prepayments and   
other unscheduled collections on them, including for this purpose, collections  
made in connection with liquidations of mortgage loans due to defaults,         
casualties or condemnations affecting the mortgaged real properties, or         
purchases or other removals of underlying mortgage loans from the trust.        

   Prepayments and other early liquidations of the underlying mortgage loans
will result in payments on the series 2001-C3 certificates of amounts that      
would otherwise be paid over the remaining terms of the mortgage loans. This    
will tend to shorten the weighted average lives of the offered certificates.    
Defaults on the underlying mortgage loans, particularly at or near their        
maturity dates, may result in significant delays in payments of principal on    
the underlying mortgage loans and, accordingly, on the series 2001-C3           
certificates, while work-outs are negotiated or foreclosures are completed.     
These delays will tend to lengthen the weighted average lives of the offered    
certificates. See "Servicing of the Underlying Mortgage Loans--Modifications,   
Waivers, Amendments and Consents" in this prospectus supplement. In addition,   
the ability of a borrower under an ARD Loan, to repay that loan on the related  
anticipated repayment date will generally depend on its ability to either       
refinance the mortgage loan or sell the corresponding mortgaged real property.  
Also, a borrower under an ARD Loan may have little incentive to repay its       
mortgage loan on the related anticipated repayment date if then prevailing      
interest rates are relatively high. Accordingly, there can be no assurance that 
any ARD Loan in the trust will be paid in full on its anticipated repayment     
date.                                                                           

  The extent to which the yield to maturity on any offered certificate may
vary from the anticipated yield will depend upon the degree to which the        
certificate is purchased at a discount or premium and when, and to what degree, 
payments of principal on the underlying mortgage loans are in turn paid and     
result in a reduction of the principal balance of the certificate. If you       
purchase your offered certificates at a discount, you should consider the risk  
that a slower than anticipated rate of principal payments on the underlying     
mortgage loans could result in an actual yield to you that is lower than your   
anticipated yield. If you purchase your offered certificate at a premium, you   
should consider the risk that a faster than anticipated rate of principal       
payments on the underlying mortgage loans could result in an actual yield to    
you that is lower than your anticipated yield.                                  

Because the rate of principal payments on or with respect to the      
underlying mortgage loans will depend on future events and a variety of         
factors, no assurance can be given as to that rate or the rate of principal     
prepayments in particular. We are                                               

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not aware of any relevant publicly available or authoritative statistics with   
respect to the historical prepayment experience of a large group of real estate 
loans comparable to those in the mortgage pool.                                 

Even if they are collected and payable on your offered certificates,  
prepayment premiums and yield maintenance charges may not be sufficient to      
offset fully any loss in yield on your offered certificates attributable to the 
related prepayments of the underlying mortgage loans.                           

  Delinquencies and Defaults on the Mortgage Loans. The rate and timing of
delinquencies and defaults on the underlying mortgage loans will affect the     
amount of payments on your offered certificates, the yield to maturity of your  
offered certificates and the rate of principal payments on your offered         
certificates and the weighted average life of your offered certificates.        
Delinquencies on the underlying mortgage loans, unless covered by monthly debt  
service advances, may result in shortfalls in payments of interest and/or       
principal on your offered certificates for the current month.                   

If--                                                                  

o you calculate the anticipated yield to maturity for your offered        
  certificates based on an assumed rate of default and amount of losses on
the underlying mortgage loans that is lower than the default rate and 
amount of losses actually experienced, and                            

o the additional losses result in a reduction of the total payments on or 
the principal balance of your offered certificates,                   

then your actual yield to maturity will be lower than you calculated and could, 
under some scenarios, be negative.                                              

The timing of any loss on a liquidated mortgage loan that results in a
reduction of the total payments on or the principal balance of your offered     
certificates will also affect your actual yield to maturity, even if the rate   
of defaults and severity of losses are consistent with your expectations. In    
general, the earlier your loss occurs, the greater the effect on your yield to  
maturity.                                                                       

Even if losses on the underlying mortgage loans do not result in a    
reduction of the total payments on or the principal balance of your offered     
certificates, the losses may still affect the timing of payments on, and the    
weighted average life and yield to maturity of, your offered certificates.      

Relevant Factors. The following factors, among others, will affect the
rate and timing of principal payments and defaults and the severity of losses   
on or with respect to the mortgage loans in the trust:                          

o prevailing interest rates;                                              

o the terms of the mortgage loans, including--                            

 1. provisions that require the payment of prepayment premiums and yield
maintenance charges,                                            

2. provisions that impose prepayment lock-out periods, and            

3. amortization terms that require balloon payments;                  

 o the demographics and relative economic vitality of the areas in which the
related mortgaged real properties are located;                        

 o the general supply and demand for commercial and multifamily rental space
of the type available at the related mortgaged real properties in the 
areas in which those properties are located;                          

o the quality of management of the mortgaged real properties;             

o the servicing of the mortgage loans;                                    

o possible changes in tax laws; and                                       

o other opportunities for investment.                                     

See "Risk Factors--Risks Related to the Underlying Mortgage Loans",   
"Description of the Mortgage Pool" and "Servicing of the Underlying Mortgage    
Loans" in this prospectus supplement and "Description of the Governing          
Documents" and "Yield and Maturity Considerations--Yield and Prepayment         
Considerations" in the accompanying prospectus.                                 

   The rate of prepayment on the mortgage loans in the trust is likely to be
affected by prevailing market interest rates for real estate loans of a         
comparable type, term and risk level. When the prevailing market interest rate  
is below the annual rate                                                        

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at which a mortgage loan accrues interest, the related borrower may have an     
increased incentive to refinance the mortgage loan. Conversely, to the extent   
prevailing market interest rates exceed the annual rate at which a mortgage     
loan accrues interest, the related borrower may be less likely to voluntarily   
prepay the mortgage loan. Assuming prevailing market interest rates exceed the  
revised mortgage interest rate at which an ARD Loan accrues interest following  
its anticipated repayment date, the primary incentive for the related borrower  
to prepay the mortgage loan on or before its anticipated repayment date is to   
give the borrower access to excess cash flow, all of which, net of the minimum  
required debt service, approved property expenses and any required reserves,    
must be applied to pay down principal of the mortgage loan. Accordingly, there  
can be no assurance that any ARD Loan in the trust will be prepaid on or before 
its anticipated repayment date or on any other date prior to maturity.          

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

  A number of the underlying borrowers are partnerships. The bankruptcy of
the general partner in a partnership may result in the dissolution of the       
partnership. The dissolution of a borrower partnership, the winding-up of its   
affairs and the distribution of its assets could result in an acceleration of   
its payment obligations under the related mortgage loan.                        

We make no representation or warranty regarding:                      

o the particular factors that will affect the rate and timing of          
prepayments and defaults on the underlying mortgage loans;            

o the relative importance of those factors;                               

o the percentage of the total principal balance of the underlying mortgage
   loans that will be prepaid or as to which a default will have occurred as
of any particular date; or                                            

o the overall rate of prepayment or default on the underlying mortgage    
loans.                                                                

 Unpaid Interest. If the portion of the Available P&I Funds payable with
respect to interest on any class of offered certificates on any payment date is 
less than the total amount of interest then payable for the class, the          
shortfall will be payable to the holders of those certificates on subsequent    
payment dates, subject to the Available P&I Funds on those subsequent payment   
dates and the priority of payments described under "Description of the Offered  
Certificates--Payments--Priority of Payments" in this prospectus supplement.    
That shortfall will not bear interest, however, and will therefore negatively   
affect the yield to maturity of that class of offered certificates for so long  
as it is outstanding.                                                           

Delay in Payments. Because monthly payments will not be made on the   
offered certificates until several days after the due dates for the mortgage    
loans during the related collection period, your effective yield will be lower  
than the yield that would otherwise be produced by your pass-through rate and   
purchase price, assuming that purchase price did not account for a delay.       

YIELD SENSITIVITY                                                               

    The tables on Annex C-1 hereto show the pre-tax corporate bond equivalent,
the yield to maturity, the weighted average life, the modified duration and the 
first and final payment dates on which principal is to be paid with respect to  
each class of offered certificates. We prepared those tables using the Modeling 
Assumptions. Where applicable, they also show the assumed purchase prices,      
which prices do not include accrued interest. Assumed purchase prices are       
expressed in 32nds as a percentage of the initial total principal balance of    
each class of offered certificates. For example, 99.24 means 9924/32%.          

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We calculated the yields set forth in the tables on Annex C-1 by--          

 o determining the monthly discount rates which, when applied to the assumed
stream of cash flows to be paid on each class of offered certificates,
 would cause the discounted present value of that assumed stream of cash
    flows to equal the assumed purchase prices, plus accrued interest from and
 including the cut-off date to but excluding the assumed settlement date
specified as part of the offered certificates, and                    

o converting those monthly rates to semi-annual corporate bond equivalent 
rates.                                                                

  That calculation does not take into account variations that may occur in
the interest rates at which investors may be able to reinvest funds received by 
them as payments on the offered certificates and, consequently, does not        
purport to reflect the return on any investment in the offered certificates     
when those reinvestment rates are considered.                                   

For purposes of the tables on Annex C-1, modified duration has been   
calculated using the modified Macaulay Duration as specified in the "PSA        
Standard Formulas". The Macaulay Duration is calculated as the present value    
weighted average time to receive future payments of principal and interest, and 
the PSA Standard Formula modified duration is calculated by dividing the        
Macaulay Duration by the appropriate semi-annual compounding factor. The        
duration of a security may be calculated according to various methodologies.    
Accordingly, no representation is made by us or any other person that the       
modified duration approach used in this prospectus supplement is appropriate.   
Duration, like yield, will be affected by the prepayment rate of the underlying 
mortgage loans and extensions with respect to balloon payments that actually    
occur during the life of the offered certificates and by the actual performance 
of the underlying mortgage loans, all of which may differ, and may differ       
significantly, from the assumptions used in preparing the tables on Annex C-1.  

   Prepayments on mortgage loans may be measured by a prepayment standard or
model. The model used in this prospectus supplement is the Constant Prepayment  
Rate or CPR model. The CPR model represents an assumed constant annual rate of  
prepayment each month, expressed as a per annum percentage of the then          
outstanding principal balance of the subject mortgage loan(s).                  

    The characteristics of the mortgage loans in the trust will differ in some
respects from those assumed in preparing the tables on Annex C-1. Those tables  
are presented for illustrative purposes only. Neither the mortgage pool nor any 
pooled mortgage loan will prepay at any constant rate, and it is unlikely that  
the pooled mortgage loans will prepay in a manner consistent with any           
designated scenario for the tables on Annex C-1. In addition, there can be no   
assurance that--                                                                

o the pooled mortgage loans will prepay at any particular rate,           

o the pooled mortgage loans will not prepay, involuntarily or otherwise,  
during lockout/defeasance periods, yield maintenance periods and/or   
declining premium periods,                                            

o the ARD Loans in the trust will be paid in full on their respective     
anticipated repayment dates,                                          

o the actual pre-tax yields on, or any other payment characteristics of,  
any class of offered certificates will correspond to any of the       
information shown in the tables on Annex C-1, or                      

 o the total purchase prices of the offered certificates will be as assumed.

You must make your own decision as to the appropriate assumptions,    
including prepayment assumptions, to be used in deciding whether to purchase    
the offered certificates.                                                       

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 that certificate is      
distributed to the investor. For purposes of this prospectus supplement, the    
weighted average life of any offered certificate is determined as follows:      

o multiply the amount of each principal payment on the certificate by the 
 number of years from the assumed settlement date to the related payment
date;                                                                 

o sum the results; and                                                    

o divide the sum by the total amount of the reductions in the principal   
balance of the certificate.                                           

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Accordingly, the weighted average life of any offered certificate will be       
influenced by, among other things, the rate at which principal of the           
underlying mortgage loans is paid or otherwise collected or advanced and the    
extent to which those payments, collections and/or advances of principal are in 
turn applied in reduction of the principal balance of the class of offered      
certificates to which the subject certificate belongs.                          

 As described in this prospectus supplement, the Total Principal Payment
Amount for each payment date will be payable first with respect to the class    
A-1 and/or class A-2 certificates until the total principal balances of those   
classes are reduced to zero, and will thereafter be distributable entirely with 
respect to the other classes series 2001-C3 certificates with principal         
balances, sequentially based upon their relative seniority, in each case until  
the related principal balance is reduced to zero. As a consequence of the       
foregoing, the weighted average lives of the class A-1 and class A-2            
certificates may be shorter, and the weighted average lives of the other        
classes of series 2001-C3 certificates with principal balances may be longer,   
than would otherwise be the case if the principal payment amount for each       
payment date was being paid on a pro rata basis among the respective classes of 
certificates with principal balances.                                           

The tables set forth in Annex C-2 show with respect to each class of  
offered certificates--                                                          

o the weighted average life of that class, and                            

o the percentage of the initial total principal balance of that class that
would be outstanding after each of the specified dates,               

based upon each of the indicated levels of CPR and the Modeling Assumptions.    

We make no representation that--                                      

o the mortgage loans in the trust will prepay in accordance with the      
assumptions set forth in this prospectus supplement at any of the CPRs
shown or at any other particular prepayment rate,                     

o all the mortgage loans in the trust will prepay in accordance with the  
  assumptions set forth in this prospectus supplement at the same rate, or

o mortgage loans in the trust that are in a lockout/defeasance period, a  
   yield maintenance period or declining premium period will not prepay as a
result of involuntary liquidations upon default or otherwise.         

USE OF PROCEEDS 

Substantially all of the proceeds from the sale of the offered        
certificates will be used by us to--                                            

o purchase the mortgage loans that we will include in the trust, and      

o pay expenses incurred in connection with the issuance of the series     
2001-C3 certificates.                                                 

FEDERAL INCOME TAX CONSEQUENCES 

GENERAL                                                                         

    Upon the issuance of the offered certificates, Sidley Austin Brown & Wood,
our counsel, will deliver its opinion generally to the effect that, assuming    
compliance with the pooling and servicing agreement, and subject to any other   
assumptions set forth in the opinion, REMIC I, REMIC II and REMIC III,          
respectively, will each qualify as a REMIC under the Internal Revenue Code of   
1986.                                                                           

   Except as otherwise described in the next sentence, the assets of REMIC I
will generally include--                                                        

o the pooled mortgage loans,                                              

o any REO Properties acquired on behalf of the series 2001-C3             
certificateholders,                                                   

o the master servicer's custodial account,                                

o the special servicer's REO account, and                                 

o the trustee's collection account and interest reserve account,          

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but will exclude any collections of Post-ARD Additional Interest on the ARD     
Loans. Two mortgage loans will, in each case, be the sole asset of a separate   
REMIC, and the regular interest in each of those single loan REMICs will be an  
asset of REMIC I instead of the particular mortgage loan or any related REO     
Property.                                                                       

For federal income tax purposes,                                      

o the class R-LR certificates will evidence the sole class of "residual   
interests" in each single loan REMIC,                                 

o the separate non-certificated regular interests in REMIC I will be the  
regular interests in REMIC I and will be the assets of REMIC II,      

o the class R-I certificates will evidence the sole class of residual     
interests in REMIC I,                                                 

o the separate non-certificated regular interests in REMIC II will be the 
regular interests in REMIC II and will be the assets of REMIC III,    

o the class R-II certificates will evidence the sole class of residual    
interests in REMIC II,                                                

o the class A-1, A-2, X, B, C, D, E, F, G, H, J, K, L, M, N, P and Q      
    certificates will evidence the regular interests in, and will generally be
treated as debt obligations of, REMIC III, and                        

o the class R-III certificates will evidence the sole class of residual   
interests in REMIC III.                                               

For federal income tax purposes, the class X certificates will evidence         
multiple regular interests in REMIC III corresponding to the number of classes  
on which the class X strip rates are calculated.                                

DISCOUNT AND PREMIUM; PREPAYMENT CONSIDERATION                                  

   For federal income tax reporting purposes, it is anticipated that none of
the offered certificates will be treated as having been issued with original    
issue discount. When determining the rate of accrual of market discount and     
premium, if any, for federal income tax reporting purposes, the prepayment      
assumption used will be that subsequent to the date of any determination:       

o the ARD Loans in the trust will be paid in full on their respective     
anticipated repayment dates,                                          

o no mortgage loan in the trust will otherwise be prepaid prior to        
maturity, and                                                         

o there will be no extension of maturity for any mortgage loan in the     
trust.                                                                

However, no representation is made as to the actual rate at which the pooled    
mortgage loans will prepay, if at all. See "Federal Income Tax                  
Consequences--REMICs--Taxation of Owners of REMIC Regular Certificates" in the  
accompanying prospectus.                                                        

    Some classes of the offered certificates may be treated for federal income
tax purposes as having been issued at a premium. Whether any holder of these    
classes of offered certificates will be treated as holding a certificate with   
amortizable bond premium will depend on the certificateholder's purchase price  
and the payments remaining to be made on the certificate at the time of its     
acquisition by the certificateholder. If you acquire an interest in any class   
of offered certificates issued at a premium, you should consider consulting     
your own tax advisor regarding the possibility of making an election to         
amortize the premium. See "Federal Income Tax Consequences--REMICs--Taxation of 
Owners of REMIC Regular Certificates--Premium" in the accompanying prospectus.  

 Prepayment premiums and yield maintenance charges actually collected on
the underlying mortgage loans will be paid on the offered certificates as and   
to the extent described in this prospectus supplement. It is not entirely clear 
under the Code when the amount of a prepayment premium or yield maintenance     
charge should be taxed to the holder of a class of offered certificates         
entitled to that amount. For federal income tax reporting purposes, the tax     
administrator will report prepayment premiums or yield maintenance charges as   
income to the holders of a class of offered certificates entitled thereto only  
after the master servicer's actual receipt of those amounts. The IRS may        
nevertheless seek to require that an assumed amount of prepayment premiums and  
yield maintenance charges be included in payments projected to be made on the   
offered certificates and that the taxable income be reported based on the       
projected constant yield to maturity of the offered certificates. Therefore,    
the projected prepayment premiums and yield maintenance charges would be        
included prior to their actual receipt by holders of the offered certificates.  
If the projected prepayment premiums and yield maintenance charges were not     
actually received, presumably the holder of an offered certificate would be     
allowed to claim a deduction or reduction                                       

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in gross income at the time the unpaid prepayment premiums and yield            
maintenance charges had been projected to be received. Moreover, it appears     
that prepayment premiums and yield maintenance charges are to be treated as     
ordinary income rather than capital gain. However, the correct characterization 
of the income is not entirely clear. We recommend you consult your own tax      
advisors concerning the treatment of prepayment premiums and yield maintenance  
charges.                                                                        

CHARACTERIZATION OF INVESTMENTS IN OFFERED CERTIFICATES                         

  Except to the extent noted below, the offered certificates will be "real
estate assets" within the meaning of Section 856(c)(5)(B) of the Internal       
Revenue Code in the same proportion that the assets of the trust would be so    
treated. In addition, interest, including original issue discount, if any, on   
the offered certificates will be interest described in Section 856(c)(3)(B) of  
the Internal Revenue Code to the extent that those certificates are treated as  
"real estate assets" within the meaning of Section 856(c)(5)(B) of the Internal 
Revenue Code.                                                                   

   Most of the mortgage loans to be included in the trust are not secured by
real estate used for residential or other purposes prescribed in Section        
7701(a)(19)(C) of the Internal Revenue Code. Consequently, the offered          
certificates will be treated as assets qualifying under that section to only a  
limited extent. Accordingly, investment in the offered certificates may not be  
suitable for a thrift institution seeking to be treated as a "domestic building 
and loan association" under Section 7701(a)(19)(C) of the Internal Revenue      
Code. The offered certificates will be treated as "qualified mortgages" for     
another REMIC under Section 860G(a)(3)(C) of the Internal Revenue Code and      
"permitted assets" for a "financial asset securitization investment trust"      
under Section 860L(c) of the Internal Revenue Code.                             

  To the extent an offered certificate represents ownership of an interest
in a mortgage loan that is secured in part by the related borrower's interest   
in a bank account, that mortgage loan is not secured solely by real estate.     
Therefore:                                                                      

o a portion of that certificate may not represent ownership of "loans     
secured by an interest in real property" or other assets described in 
Section 7701(a)(19)(C) of the Internal Revenue Code;                  

 o a portion of that certificate may not represent ownership of "real estate
assets" under Section 856(c)(5)(B) of the Internal Revenue Code; and  

o the interest on that certificate may not constitute "interest on        
  obligations secured by mortgages on real property" within the meaning of
Section 856(c)(3)(B) of the Internal Revenue Code.                    

  In addition, most of the mortgage loans that we intend to include in the
trust contain defeasance provisions under which the lender may release its lien 
on the collateral securing the mortgage loan in return for the borrower's       
pledge of substitute collateral in the form of Government Securities.           
Generally, under the Treasury regulations, if a REMIC releases its lien on real 
property that secures a qualified mortgage, that mortgage ceases to be a        
qualified mortgage on the date the lien is released unless certain conditions   
are satisfied. In order for the mortgage loan to remain a qualified mortgage,   
the Treasury regulations require that--                                         

(1)   the borrower pledges substitute collateral that consist solely of     
Government Securities;                                          

(2)   the mortgage loan documents allow that substitution;                  

(3)   the lien is released to facilitate the disposition of the property or 
 any other customary commercial transaction, and not as part of an
       arrangement to collateralize a REMIC offering with obligations that are
not real estate mortgages; and                                  

(4)   the release is not within two years of the startup day of the REMIC.  

Following the defeasance of a mortgage loan, regardless of whether the          
foregoing conditions were satisfied, that mortgage loan would not be treated as 
a "loan secured by an interest in real property" or a "real estate asset" and   
interest on that loan would not constitute "interest on obligations secured by  
real property" for purposes of Sections 7701(a)(19)(C), 856(c)(5)(B) and        
856(c)(3)(B) of the Internal Revenue Code, respectively.                        

Each of the two mortgage loans that may be defeased before the second 
anniversary of the initial issuance of the offered certificates is subject to   
repurchase by the UBS Mortgage Loan Seller upon the related borrower's giving   
notice of its election to defease the subject mortgage loan before the second   
anniversary of the initial issuance of the offered certificates.                

  See "Description of the Mortgage Pool" in this prospectus supplement and
"Federal Income Tax Consequences--                                              
REMICs--Characterization of Investments in REMIC Certificates" in the           
accompanying prospectus.                                                        

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  For further information regarding the federal income tax consequences of
investing in the offered certificates, see "Federal Income Tax                  
Consequences--REMICs" in the accompanying prospectus.                           

ERISA CONSIDERATIONS

If you are--                                                          

o a fiduciary of a Plan, or                                               

o any other person investing "plan assets" of any Plan,                   

you should carefully review with your legal advisors whether the purchase or    
holding of an offered certificate would be a "prohibited transaction" or would  
otherwise be impermissible under ERISA or Section 4975 of the Internal Revenue  
Code. See "ERISA Considerations" in the accompanying prospectus.                

   If a Plan acquires a series 2001-C3 certificate, the underlying assets of
the trust fund will be deemed for purposes of ERISA to be assets of the         
investing Plan, unless certain exceptions apply. See "ERISA                     
Considerations--Plan Asset Regulations" in the accompanying prospectus.         
However, we cannot predict in advance, nor can there be any continuing          
assurance, whether those exceptions may be applicable because of the factual    
nature of the rules set forth in the Plan Asset Regulations. For example, one   
of the exceptions in the Plan Asset Regulations states that the underlying      
assets of an entity will not be considered "plan assets" if less than 25% of    
the value of each class of equity interests is held by "benefit plan            
investors," which include Plans, as well as employee benefit plans not subject  
to ERISA, such as governmental plans, but this exception will be tested         
immediately after each acquisition of a series 2001-C3 certificate, whether     
upon initial issuance or in the secondary market. Because there are no relevant 
restrictions on the purchase and transfer of the series 2001-C3 certificates by 
Plans, it cannot be assured that benefit plan investors will own less than 25%  
of each class of the series 2001-C3 certificates.                               

If one of the exceptions in the Plan Asset Regulations applies, the   
prohibited transaction provisions of ERISA and the Internal Revenue Code will   
not apply to transactions involving the trust's assets. However, if the trust   
is a Party in Interest with respect to the Plan, the acquisition or holding of  
offered certificates by that Plan could result in a prohibited transaction,     
unless the Underwriter Exemption, as discussed below, or some other exemption   
is available.                                                                   

  The U.S. Department of Labor issued an individual prohibited transaction
exemption to a predecessor of Lehman Brothers Inc., which exemption is          
identified as Prohibited Transaction Exemption 91-14. Subject to the            
satisfaction of conditions set forth in the Underwriter Exemption, it generally 
exempts 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    
these prohibited transactions under Sections 4975(a) and (b) of the Internal    
Revenue Code, specified transactions relating to, among other things--          

o the servicing and operation of pools of real estate loans, such as the  
mortgage pool, and                                                    

o the purchase, sale and holding of mortgage pass-through certificates,   
such as the offered certificates, that are underwritten by an         
Exemption-Favored Party.                                              

    The Underwriter 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 under the exemption.    
The conditions are as follows:                                                  

 o first, the acquisition of the 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;                                  

o second, at the time of its acquisition by the Plan, the certificate must
   be rated in one of the four highest generic rating categories by Moody's,
Fitch or S and P;                                                     

o third, the trustee cannot be an affiliate of any other member of the    
Restricted Group;                                                     

o fourth, the following must be true--                                    

1. the sum of all payments made to and retained by Exemption-Favored  
Parties must represent not more than reasonable compensation for
underwriting the relevant class of certificates,                

  2. the sum of all payments made to and retained by us in connection with
     the assignment of mortgage loans to the trust must represent not more
than the fair market value of the obligations, and              

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     3. the sum of all payments made to and retained by the master servicer, the
  special servicer and any sub-servicer must represent not more than
        reasonable compensation for that person's services under the pooling and
 servicing agreement and reimbursement of that person's reasonable
expenses in connection therewith; and                           

o fifth, the investing Plan must be an accredited investor as defined in  
Rule 501(a)(1) of Regulation D under the Securities Act of 1933, as   
amended.                                                              

It is a condition of their issuance that the each class of offered    
certificates receive an investment grade rating from each of S&P and Fitch. In  
addition, the initial trustee is not an affiliate of any other member of the    
Restricted Group. Accordingly, as of the date of initial issuance of the        
certificates, the second and third general conditions set forth above will be   
satisfied with respect to the offered certificates. A fiduciary of a Plan       
contemplating the purchase of an offered certificate in the secondary market    
must make its own determination that, at the time of the purchase, the          
certificate continues to satisfy the second and third general conditions set    
forth above. A fiduciary of a Plan contemplating the purchase of an offered     
certificate, whether in the initial issuance of the 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 the        
certificate as of the date of the purchase. A Plan's authorizing fiduciary will 
be deemed to make a representation regarding satisfaction of the fifth general  
condition set forth above in connection with the purchase of an offered         
certificate.                                                                    

   The Underwriter Exemption also requires that the trust meet the following
requirements:                                                                   

 o the trust assets must consist solely of assets of the type that have been
included in other investment pools;                                   

o certificates evidencing interests in those other investment pools must  
   have been rated in one of the four highest generic categories of Moody's,
  Fitch or S&P for at least one year prior to the Plan's acquisition of an
offered certificate; and                                              

o certificates evidencing interests in those other investment pools must  
 have been purchased by investors other than Plans for at least one year
prior to any Plan's acquisition of an offered certificate.            

We believe that these requirements have been satisfied as of the date of this   
prospectus supplement.                                                          

  If the general conditions of the Underwriter Exemption are satisfied, it
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 Internal Revenue Code by reason of Sections 4975(c)(1)(A) through    
(D) of the Internal Revenue Code, in connection with--                          

o the direct or indirect sale, exchange or transfer of an offered         
certificate acquired by a Plan upon initial issuance from us or an    
  Exemption-Favored Party when we are, or either mortgage loan seller, the
 trustee, the master servicer, the special servicer or any sub-servicer,
provider of credit support, Exemption-Favored Party or mortgagor is, a
Party in Interest with respect to the investing Plan,                 

 o the direct or indirect acquisition or disposition in the secondary market
of an offered certificate by a Plan, and                              

o the continued holding of an offered certificate 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 a Plan sponsored by any member of the          
Restricted Group, if such acquisition or holding is by any person who has       
discretionary authority or renders investment advice with respect to the assets 
of that Plan.                                                                   

   Moreover, if the general conditions of the Underwriter Exemption, as well
as other conditions set forth in the Underwriter Exemption, are satisfied, it   
may also provide an exemption from the restrictions imposed by Sections         
406(b)(1) and (b)(2) of ERISA and the taxes imposed by Section 4975(c)(1)(E) of 
the Internal Revenue Code in connection with:                                   

 o the direct or indirect sale, exchange or transfer of offered certificates
in the initial issuance of those certificates between us 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
the assets of the Plan in those certificates is a borrower, or an     
  affiliate of a borrower, with respect to 5.0% or less of the fair market
value of the underlying mortgage loans;                               

 o the direct or indirect acquisition or disposition in the secondary market
of offered certificates by a Plan; and                                

o the continued holding of offered certificates by a Plan.                

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  Further, if the general conditions of the Underwriter Exemption, as well
as other conditions set forth in the Underwriter Exemption are satisfied, it    
may provide an exemption from the restrictions imposed by Sections 406(a),      
406(b) and 407(a) of ERISA, and the taxes imposed by Sections 4975(a) and (b)   
of the Internal Revenue Code by reason of Section 4975(c) of the Internal       
Revenue Code, for transactions in connection with the servicing, management and 
operation of the trust assets.                                                  

Lastly, if the general conditions of the Underwriter Exemption are    
satisfied, it may also provide an exemption from the restrictions imposed by    
Sections 406(a) and 407(a) of ERISA, and the taxes imposed by Section 4975(a)   
and (b) of the Internal Revenue Code, by reason of Sections 4975(c)(1)(A)       
through (D) of the Internal Revenue Code, if the 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--                                

o providing services to the Plan, or                                      

o having a specified relationship to this 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:                                                            

 o the offered certificates are "securities" for purposes of the Underwriter
Exemption, and                                                        

o the general and other conditions set forth in the Underwriter Exemption,
  and the other requirements set forth in the Underwriter Exemption, would
be satisfied at the time of the purchase.                             

EXEMPT PLANS                                                                    

    A governmental plan as defined in Section 3(32) of ERISA is not subject to
ERISA or Section 4975 of the Internal Revenue Code. However, 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 Internal Revenue    
Code. A fiduciary of a governmental plan should make its own determination as   
to the need for and the availability of any exemptive relief under any similar  
law.                                                                            

FURTHER WARNINGS                                                                

Any fiduciary of a Plan considering whether to purchase an offered    
certificate on behalf of that Plan should consult with its counsel regarding    
the applicability of the fiduciary responsibility and prohibited transaction    
provisions of ERISA and the Internal Revenue Code to the investment.            

  The sale of offered certificates to a Plan is in no way a representation
or warranty by us or any of the underwriters that--                             

o the investment meets all relevant legal requirements with respect to    
investments by Plans generally or by any particular Plan, or          

o the investment is appropriate for Plans generally or for any particular 
Plan.                                                                 

LEGAL INVESTMENT

Upon issuance, the class A-1, A-2 and B certificates will be mortgage 
related securities for purposes of the Secondary Mortgage Market Enhancement    
Act of 1984, as amended. However, in order to remain mortgage related           
securities under SMMEA, the certificates must, among other things, continue to  
be rated in one of the two highest rating categories by at least one nationally 
recognized statistical rating organization.                                     

    THE CLASS C AND D CERTIFICATES WILL NOT BE MORTGAGE RELATED SECURITIES FOR
PURPOSES OF SMMEA. As a result, the appropriate characterization of those       
classes of offered certificates under various legal investment restrictions,    
and therefore the ability of investors subject to these restrictions to         
purchase those classes of offered certificates, is subject to significant       
interpretive uncertainties.                                                     

   Neither we nor any of the underwriters makes any representation as to the
ability of particular investors to purchase the offered certificates under      
applicable legal investment or other restrictions. All institutions 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--                                                      

o are legal investments for them, or                                      

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o are subject to investment, capital or other restrictions.               

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 and provisions     
which may restrict or prohibit investment in securities which are not interest  
bearing or income paying.                                                       

There may be other restrictions on the ability of investors, including
depository institutions, either to purchase offered certificates or to purchase 
offered certificates representing more than a specified percentage of the       
investor's assets. Investors should consult their own legal advisors in         
determining whether and to what extent the offered certificates are legal       
investments for them.                                                           

See "Legal Investment" in the accompanying prospectus.                

METHOD OF DISTRIBUTION

  Subject to the terms and conditions of an underwriting agreement between
us and the underwriters, the underwriters have agreed, severally and not        
jointly, to purchase from us, and we have agreed to sell to them, their         
respective allotments of the offered certificates as set forth on the table     
below. Proceeds to us from the sale of the offered certificates, before         
deducting expenses payable by us, will be approximately 100.5% of the total     
principal balance of the offered certificates, plus accrued interest on all the 
offered certificates from July 11, 2001. It is expected that delivery of the    
offered certificates will be made to the underwriters in book-entry form        
through the same day funds settlement system of DTC on or about July 30, 2001,  
against payment for them in immediately available funds.                        

ALLOTMENT OF OFFERED CERTIFICATES 

                                                        [Enlarge/Download Table]

            UNDERWRITER               CLASS A-1     CLASS A-2     CLASS B      CLASS C      CLASS D  
            -----------               ---------     ---------     -------      -------      -------  
                                                                                                     
Lehman Brothers Inc. .............. $351,391,000  $757,129,000  $55,294,000  $44,764,000  $16,000,000
UBS Warburg LLC ................... $          0  $          0  $         0  $         0  $         0
Bear, Stearns & Co. Inc. .......... $          0  $ 25,000,000  $         0  $         0  $         0
                                    ------------  ------------  -----------  -----------  -----------
Total ............................. $351,391,000  $782,129,000  $55,294,000  $44,764,000  $16,000,000
                                    ============  ============  ===========  ===========  ===========

The underwriting agreement provides that the obligations of the       
underwriters to pay for and accept delivery of the offered certificates is      
subject to, among other things:                                                 

o the receipt of various legal opinions; and                              

o the satisfaction of various conditions, including that--                

1. no stop order suspending the effectiveness of our registration     
statement is in effect, and                                     

 2. no proceedings for the purpose of obtaining a stop order are pending
before or threatened by the SEC.                                

 The underwriters currently intend to sell the offered certificates from
time to time in one or more negotiated transactions or otherwise at varying     
prices to be determined at the time of sale. The underwriters may accomplish    
these transactions by selling the offered certificates to or through dealers,   
and the dealers may receive compensation in the form of underwriting discounts, 
concessions or commissions from the underwriters. The underwriters may be       
deemed to have received compensation from us, in connection with the sale of    
the offered certificates, in the form of underwriting compensation. The         
underwriters and any dealers that participate with the underwriters in the      
distribution of the offered certificates may be deemed to be statutory          
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 of 1933, as amended.                                   

The underwriting agreement provides that we will indemnify the        
underwriters, and that under limited circumstances the underwriters will        
indemnify us, against various civil liabilities under the Securities Act of     
1933, as amended, relating to the disclosure in this prospectus supplement, the 
accompanying prospectus or our registration statement.                          

  We have also been advised by the underwriters that they presently intend
to make a market in the offered certificates. The underwriters have no          
obligation to do so, however, and any market making may be discontinued at any  
time. There can be no assurance that an active public market for the offered    
certificates will develop. See "Risk Factors--Lack of Liquidity Will Impair     
Your Ability to Sell Your Offered Certificates and May Have an Adverse Effect   
on the Market Value of Your Offered Certificates" in the accompanying           
prospectus.                                                                     

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With respect to this offering--                                           

o Lehman Brothers Inc., one of our affiliates, is acting as lead manager  
and sole bookrunner,                                                  

o UBS Warburg LLC is acting as co-lead manager, and                       

o Bear, Stearns & Co. Inc. is acting as co-manager.                       

LEGAL MATTERS 

   Particular legal matters relating to the certificates will be passed upon
for us and the underwriters by Sidley Austin Brown & Wood, New York, New York.  

RATINGS 

    It is a condition to their issuance that the respective classes of offered
certificates be rated as follows:                                               

                                                                [Download Table]

        CLASS            S&P     FITCH
        -----            ---     -----
                                      
 Class A-1 ..........    AAA      AAA 
 Class A-2 ..........    AAA      AAA 
 Class B ............     AA      AA  
 Class C ............     A        A  
 Class D ............     A-       A- 

The ratings on the offered certificates address the likelihood of the 
timely receipt by the holders of all payments of interest to which they are     
entitled on each payment date and the ultimate receipt by the holders of all    
payments of principal to which those holders are entitled on or before the      
related rated final payment date. The ratings take into consideration the       
credit quality of the mortgage pool, structural and legal aspects associated    
with the offered certificates, and the extent to which the payment stream from  
the mortgage pool is adequate to make payments of interest and principal        
required under the offered certificates.                                        

The ratings on the respective classes of offered certificates do not  
represent any assessment of--                                                   

o the tax attributes of the offered certificates or of the trust,         

 o whether or to what extent prepayments of principal may be received on the
underlying mortgage loans,                                            

 o the likelihood or frequency of prepayments of principal on the underlying
mortgage loans,                                                       

o the degree to which the amount or frequency of prepayments of principal 
on the underlying mortgage loans might differ from those originally   
anticipated,                                                          

o whether or to what extent the interest payable on any class of offered  
 certificates may be reduced in connection with Net Aggregate Prepayment
Interest Shortfalls,                                                  

o whether and to what extent prepayment premiums, yield maintenance       
charges, Default Interest or Post-ARD Additional Interest will be     
received, and                                                         

o the yield to maturity that investors may experience.                    

    There can be no assurance as to whether any rating agency not requested to
rate the offered certificates will nonetheless issue a rating to any class of   
offered certificates and, if so, what the rating would be. A rating assigned to 
any class of offered certificates by a rating agency that has not been          
requested by us to do so may be lower than the rating assigned thereto by S&P   
or Fitch.                                                                       

   The ratings on the offered certificates should be evaluated independently
from similar ratings on other types of securities. A security rating is not a   
recommendation to buy, sell or hold securities and may be subject to revision   
or withdrawal at any time by the assigning rating organization. Each security   
rating should be evaluated independently of any other security rating. See      
"Rating"in the accompanying prospectus.                                         

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GLOSSARY

    The following capitalized terms will have the respective meanings assigned
to them in this "Glossary" section whenever they are used in this prospectus    
supplement, including in Annexes A-1, A-2 and A-3 to this prospectus            
supplement.                                                                     

"30/360 BASIS" means the accrual of interest based on a 360-day year  
consisting of twelve 30-day months.                                             

"ACTUAL/360 BASIS" means the accrual of interest based on the actual  
number of days elapsed during each one-month accrual period in a year assumed   
to consist of 360 days.                                                         

"ADDITIONAL TRUST FUND EXPENSE" means an expense of the trust that--  

o arises out of a default on a mortgage loan or an otherwise unanticipated
event,                                                                

o is not required to be paid by any party to the pooling and servicing    
agreement,                                                            

o is not included in the calculation of a Realized Loss,                  

o is not covered by a servicing advance or a corresponding collection from
the related borrower, and                                             

o causes a shortfall in the payments of interest or principal on any class
of series 2001-C3 certificates.                                       

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

 "ADMINISTRATIVE COST RATE" means, with respect to each mortgage loan in
the trust, the sum of the master servicing fee rate for that mortgage loan and  
the per annum rate at which the monthly fee of the trustee is calculated.       

   "APPRAISAL REDUCTION AMOUNT" means, for any mortgage loan in the trust as
to which an Appraisal Trigger Event has occurred, an amount that will equal the 
excess, if any, of "x" over "y" where--                                         

o "x" is equal to the sum of:                                             

1. the Stated Principal Balance of the mortgage loan;                 

2. to the extent not previously advanced by or on behalf of the master
     servicer, the trustee or the fiscal agent, all unpaid interest, other
      than any Default Interest and Post-ARD Additional Interest, accrued on
       the mortgage loan through the most recent due date prior to the date of
determination;                                                  

3. all accrued but unpaid special servicing fees, liquidation fees and
workout fees with respect to the mortgage loan;                 

 4. all related unreimbursed advances made by or on behalf of the master
    servicer, the special servicer, the trustee or the fiscal agent with
       respect to the mortgage loan, together with interest on those advances;

5. any other unpaid Additional Trust Fund Expenses in respect of the  
mortgage loan; and                                              

6. all currently due and unpaid real estate taxes and assessments,    
    insurance premiums and, if applicable, ground rents and any unfunded
      improvement and other applicable reserves, with respect to the related
      mortgaged real property, net of any escrow reserves held by the master
servicer or the special servicer which covers any such item; and

o "y" is equal to the sum of:                                             

1. the excess, if any, of--                                           

    (a) 90% of the resulting appraised or estimated value of the related
mortgaged real property or REO Property, over           

       (b) the amount of any obligations secured by liens on the property that
are prior to the lien of the mortgage loan;             

2. the amount of escrow payments and reserve funds held by the master 
servicer with respect to the mortgage loan that--               

(a) are not required to be applied to pay real estate taxes and 
assessments, insurance premiums or ground rents,        

     (b) may be used to reduce the principal balance of the mortgage loan,
and                                                     

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  (c) are not scheduled to be applied within the next 12 months; and

    3. the amount of any letter of credit that constitutes additional security
      for the mortgage loan that may be used to reduce the principal balance
of the mortgage loan.                                           

If, however--                                                         

o the appraisal or other valuation estimate referred to in the second     
bullet of this definition is not obtained or performed within 60 days 
after the occurrence of the Appraisal Trigger Event referred to in the
first sentence of this definition, and                                

o either--                                                                

  1. no comparable appraisal or other valuation, or update of a comparable
       appraisal or other valuation, had been obtained or performed during the
12-month period prior to that Appraisal Trigger Event, or       

  2. there has been a material change in the circumstances surrounding the
      related mortgaged real property subsequent to any earlier appraisal or
other valuation, or any earlier update of an appraisal or other 
       valuation, that, in the special servicer's judgment, materially affects
the value of the property,                                      

then until the required appraisal or other valuation is obtained or performed,  
the Appraisal Reduction Amount for the subject mortgage loan will equal 25% of  
the Stated Principal Balance of that mortgage loan. After receipt of the        
required appraisal or other valuation, the special servicer will determine the  
Appraisal Reduction Amount, if any, for the subject mortgage loan as described  
in the first sentence of this definition. For purposes of this definition, each 
mortgage loan that is part of a group of cross-collateralized mortgage loans    
will be treated separately for purposes of calculating any Appraisal Reduction  
Amount. The Chrysler Building Loan Pair will be treated as a single pooled      
mortgage loan for purposes of calculating an Appraisal Reduction Amount with    
respect to that pair of loans.                                                  

   "APPRAISAL TRIGGER EVENT" means, with respect to any mortgage loan in the
trust, any of the following events:                                             

o the mortgage loan has been modified by the special servicer in a manner 
that--                                                                

  1. affects that amount or timing of any payment of principal or interest
       due on it, other than, or in addition to, bringing monthly debt service
payments current with respect to the mortgage loan,             

    2. except as expressly contemplated by the related loan documents, results
  in a release of the lien of the related mortgage instrument on any
 material portion of the related mortgaged real property without a
       corresponding principal prepayment in an amount, or the delivery by the
   related borrower of substitute real property collateral with a fair
market value, that is not less than the fair market value of the
property to be released, or                                     

  3. in the judgment of the special servicer, otherwise materially impairs
      the security for the mortgage loan or reduces the likelihood of timely
payment of amounts due on the mortgage loan;                    

o the mortgage loan is 20 days, or, in certain circumstances involving the
delivery of a refinancing commitment, 30 days, or more delinquent in  
    respect of any balloon payment or 60 days or more delinquent in respect of
any other monthly debt service payment;                               

o a receiver is appointed and continues for 60 days in that capacity in   
respect of the mortgaged real property securing the mortgage loan;    

o the related borrower becomes the subject of voluntary bankruptcy,       
    insolvency or similar proceedings or involuntary bankruptcy, insolvency or
similar proceedings that remain undismissed for 60 days;              

o the mortgaged real property securing the mortgage loan becomes an REO   
Property; or                                                          

o the mortgage loan remains outstanding five years after any extension of 
its maturity.                                                         

    "ARD LOAN" means any mortgage loan in the trust having the characteristics
described in the first paragraph under "Description of the Mortgage Pool--Terms 
and Conditions of the Underlying Mortgage Loans--ARD Loans" in this prospectus  
supplement.                                                                     

    "AVAILABLE P&I FUNDS" means the total amount available to make payments of
interest and principal on the series 2001-C3 certificates on each payment date. 

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"CAPITAL IMP. RESERVE" means, with respect to any mortgage loan in the
trust, funded reserves escrowed for repairs, replacements and corrections of    
issues outlined in the engineering reports.                                     

 "CAPE COD MALL MORTGAGE LOAN" means the pooled mortgage loan secured by
the Cape Cod Mall Mortgaged Property.                                           

"CAPE COD MALL MORTGAGED PROPERTY" means the mortgaged real property  
identified on Annex A-1 to this prospectus supplement as the Cape Cod Mall,     
excluding the stores and pads for Macy's and Filene's.                          

"CBE" means corporate bond equivalent.                                

"CERCLA" means the Federal Comprehensive Environmental, Response,     
Compensation and Liability Act of 1980, as amended.                             

    "CHRYSLER BUILDING COMPANION LOAN" means the mortgage loan not included in
the trust that is secured by the Chrysler Building Mortgaged Property and, as   
of the cut-off date, has an unpaid principal balance of $40,000,000.            

"CHRYSLER BUILDING COMPANION LOAN NOTEHOLDER" means the holder of the 
subordinate note evidencing the Chrysler Building Companion Loan, which is the  
junior loan in the A/B note structure that includes the Chrysler Building       
Mortgage Loan.                                                                  

  "CHRYSLER BUILDING LOAN PAIR" means, collectively, the Chrysler Building
Mortgage Loan and the Chrysler Building Companion Loan.                         

  "CHRYSLER BUILDING MORTGAGE LOAN" means the pooled mortgage loan secured
by the Chrysler Building Mortgaged Property.                                    

  "CHRYSLER BUILDING MORTGAGED PROPERTY" means the mortgaged real property
identified on Annex A-1 to this prospectus supplement as the Chrysler Building. 

  "CLASS A PRINCIPAL PAYMENT CROSS-OVER DATE" means the first payment date
as of the commencement of business on which--                                   

o both the class A-1 certificates and the class A-2 certificates remain   
outstanding, and                                                      

 o the total principal balance of the class B, C, D, E, F, G, H, J, K, L, M,
   N, P and Q certificates have previously been reduced to zero as described
   under "Description of the Offered Certificates--Reductions of Certificate
    Principal Balances in Connection with Realized Losses and Additional Trust
Fund Expenses" in this prospectus supplement.                         

  "CONDEMNATION PROCEEDS" means all proceeds and other amounts received in
connection with the condemnation or the taking by right of eminent domain of a  
mortgaged real property or an REO Property, other than any such proceeds        
applied to the restoration of the property or otherwise released to the related 
borrower or another appropriate person.                                         

 "CPR" means an assumed constant rate of prepayment each month, which is
expressed on a per annum basis, relative to the then outstanding principal      
balance of a pool of mortgage loans for the life of those loans. The CPR model  
is the prepayment model that we use in this prospectus supplement.              

"CUT-OFF DATE LOAN-TO-VALUE RATIO" or "CUT-OFF DATE LTV" means, with  
respect to any mortgage loan in the trust, the ratio, expressed as a            
percentage, of--                                                                

o the cut-off date principal balance of that mortgage loan, as shown on   
Annex A-1 to this prospectus supplement, to                           

o the appraised value of the related mortgaged real property, as shown on 
Annex A-1 to this prospectus supplement.                              

"D(X)" means the related mortgage loan, for a period of x months,     
prohibits voluntary prepayments, but permits the related borrower to defease    
that mortgage loan in order to obtain a release of one or more mortgaged real   
properties.                                                                     

"DEFAULT INTEREST" means any interest that--                          

o accrues on a defaulted mortgage loan solely by reason of the subject    
default, and                                                          

o is in excess of all interest at the related mortgage interest rate and  
any Post-ARD Additional Interest accrued on the mortgage loan.        

"ERISA" means the Employee Retirement Income Security Act of 1974, as 
amended.                                                                        

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"ERISA PLAN" means any employee benefit plan that is subject to the         
fiduciary responsibility provisions of ERISA.                         

"EXEMPTION-FAVORED PARTY" means any of--                              

o Lehman Brothers Inc.,                                                   

o any person directly or indirectly, through one or more intermediaries,  
 controlling, controlled by or under common control with Lehman Brothers
Inc., and                                                             

o any member of the underwriting syndicate or selling group of which a    
   person described in the prior two bullets is a manager or co-manager with
respect to the offered certificates.                                  

"FITCH" means Fitch, Inc.                                             

    "GAAP" means generally accepted accounting principles in the United States
of America.                                                                     

"GOVERNMENT SECURITIES" means non-callable United States Treasury     
obligations, and other non-callable government securities within the meaning of 
Section 2(a)(16) of the Investment Company Act of 1940, as amended, that are    
acceptable to S&P and Fitch as defeasance collateral.                           

  "INSURANCE PROCEEDS" means all proceeds and other amounts received under
any hazard, flood, title or other insurance policy that provides coverage with  
respect to a mortgaged real property or the related pooled mortgage loan,       
together with any comparable amounts received with respect to an REO Property,  
other than any such proceeds applied to the restoration of the property or      
otherwise released to the related borrower or another appropriate person.       

"INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986.      

"IRS" means the Internal Revenue Service.                             

"LEHMAN MORTGAGE LOAN" means each mortgage loan in the trust that was 
transferred to us by the Lehman Mortgage Loan Seller.                           

"LEHMAN MORTGAGE LOAN SELLER" means our particular affiliate that     
transferred mortgage loans to us for inclusion in the trust.                    

 "LIQUIDATION PROCEEDS" means all cash proceeds received and retained by
the trust in connection with--                                                  

o the liquidation of defaulted mortgage loans by foreclosure or otherwise,

o the repurchase of any mortgage loan by us or the UBS Mortgage Loan      
 Seller, as described under "Description of the Mortgage Pool--Cures and
Repurchases" in this prospectus supplement,                           

o the purchase of any defaulted mortgage loan by any party as described   
under "Servicing of the Underlying Mortgage Loans--Realization Upon   
Defaulted Mortgage Loans; Sale of Defaulted Mortgage Loans and REO    
Properties" in this prospectus supplement;                            

o the purchase of all remaining mortgage loans and REO Properties in the  
trust by us, Lehman Brothers Inc., the special servicer, any          
 certificateholder of the series 2001-C3 controlling class or the master
servicer, as described under "Description of the Offered              
Certificates--Termination" in this prospectus supplement;             

o the purchase of the Chrysler Building Mortgage Loan by the Chrysler     
    Building Companion Loan Noteholder, as described under "Description of the
Mortgage Pool--Significant Underlying Mortgage Loans--The Chrysler    
Building Mortgage Loan--The Co-Lender Agreement" in this prospectus   
supplement;                                                           

o the purchase by the UBS Mortgage Loan Seller of either of the mortgage  
 loans that may be defeased before the second anniversary of the initial
 issuance of the offered certificates,as described under "Description of
   the Mortgage Pool--Repurchase of Early Defeasance Mortgage Loans" in this
prospectus supplement; and                                            

o the sale of an REO Property.                                            

"LOAN PER SQ. FT." means, with respect to each pooled mortgage loan   
secured by a lien on a mortgaged real property that constitutes a retail,       
industrial/warehouse, self-storage or office property, the cut-off date         
principal balance of that mortgage loan, as shown on Annex A-1 to this          
prospectus supplement, divided by the net rentable square foot area of the      
related mortgaged real property.                                                

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  "LOAN PER UNIT" means, with respect to each pooled mortgage loan secured
by a lien on a mortgaged real property that constitutes a multifamily rental    
apartment, a mobile home park or a hospitality property, the cut-off date       
principal balance of that mortgage loan, as shown on Annex A-1 to this          
prospectus supplement, divided by the number of units, pads or guest rooms,     
respectively, at or on the related mortgaged real property.                     

   "L(X)" means, with respect to any mortgage loan in the trust, a period of
x months during which voluntary prepayments of principal are prohibited and     
defeasance may not occur.                                                       

    "MATURITY DATE LOAN-TO-VALUE RATIO" or "SCHEDULED MATURITY/ARD LTV" means,
with respect to any mortgage loan in the trust, the ratio, expressed as a       
percentage, of--                                                                

o the expected balance of that mortgage loan on its maturity date or, in  
the case of an ARD Loan, its anticipated repayment date, assuming no  
prepayments of principal or defaults, to                              

o the appraised value of the related mortgaged real property, as shown on 
Annex A-1 to this prospectus supplement.                              

"MOODY'S" means Moody's Investors Service, Inc.                       

"MODELING ASSUMPTIONS" means, collectively, the following assumptions 
regarding the series 2001-C3 certificates and the mortgage loans in the trust:  

o the mortgage loans have the characteristics set forth on Annex A-1 and  
the initial mortgage pool balance is approximately $1,382,342,368;    

o the initial total principal balance or notional amount, as the case may 
  be, of each class of series 2001-C3 certificates is as described in this
prospectus supplement;                                                

 o the pass-through rate for each class of series 2001-C3 certificates is as
described in this prospectus supplement;                              

o there are no delinquencies or losses with respect to the mortgage loans;

o there are no modifications, extensions, waivers or amendments affecting 
the monthly debt service payments by borrowers on the mortgage loans; 

o there are no Appraisal Reduction Amounts with respect to the mortgage   
loans;                                                                

o there are no casualties or condemnations affecting the corresponding    
mortgaged real properties;                                            

o each of the mortgage loans provides for monthly debt service payments to
   be due on the first, tenth or eleventh day, as applicable, of each month,
  which monthly debt service payments are timely received, and each of the
   mortgage loans accrues interest on the respective basis described in this
prospectus supplement, which is either a 30/360 Basis or an Actual/360
Basis;                                                                

o all prepayments on the mortgage loans are assumed to be accompanied by a
full month's interest;                                                

o there are no breaches of our representations and warranties or those of 
the UBS Mortgage Loan Seller regarding the mortgage loans;            

o no voluntary or involuntary prepayments are received as to any mortgage 
loan during that mortgage loan's prepayment lockout period, defeasance
    period, yield maintenance period or declining premium period, in each case
if any;                                                               

o each ARD Loan is paid in full on its anticipated repayment date;        

o except as otherwise assumed in the immediately preceding two bullets,   
  prepayments are made on each of the mortgage loans at the indicated CPRs
   set forth in the subject tables or other relevant part of this prospectus
  supplement, without regard to any limitations in those mortgage loans on
partial voluntary principal prepayments;                              

o no person or entity entitled thereto exercises its right of optional    
   termination described in this prospectus supplement under "Description of
the Offered Certificates--Termination";                               

o no mortgage loan is required to be repurchased by us or the UBS Mortgage
Loan Seller;                                                          

 o no Prepayment Interest Shortfalls are incurred and no prepayment premiums
or yield maintenance charges are collected;                           

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o there are no Additional Trust Fund Expenses;                            

o payments on the offered certificates are made on the 15th day of each   
month, commencing in August 2001; and                                 

o the offered certificates are settled on July 30, 2001.                  

   For purposes of the Modeling Assumptions, a "yield maintenance period" is
any period during which a mortgage loan provides that voluntary prepayments be  
accompanied by a yield maintenance charge, and a "declining premium period" is  
any period during which a mortgage loan provides that voluntary prepayments be  
accompanied by a prepayment premium calculated as a declining percentage of the 
principal amount prepaid.                                                       

   "NAP" means that, with respect to a particular category of data, the data
is not applicable.                                                              

   "NAV" means that, with respect to a particular category of data, the data
is not available.                                                               

  "NET AGGREGATE PREPAYMENT INTEREST SHORTFALL" means, with respect to any
payment date, the excess, if any, of--                                          

o the Prepayment Interest Shortfalls incurred with respect to the entire  
mortgage pool during the related collection period, over              

o the total payments made by the master servicer to cover those Prepayment
Interest Shortfalls.                                                  

"NET CASH FLOW" or "U/W NET CASH FLOW" means for any mortgaged real   
property securing a mortgage loan in the trust:                                 

o the revenue derived from the use and operation of that property; less   

o the total of the following items--                                      

(a)  allowances for vacancies and credit losses,                

    (b)  operating expenses, such as utilities, administrative expenses,
   repairs and maintenance, management fees and advertising,

    (c)  fixed expenses, such as insurance, real estate taxes and ground
lease payments, if applicable, and                    

(d)  replacement reserves, tenant improvement costs and leasing 
commissions.                                          

   Net Cash Flow does not reflect interest expenses and non-cash items, such
as depreciation and amortization, and generally does not reflect capital        
expenditures.                                                                   

   In determining the Net Cash Flow for any mortgaged real property securing
a mortgage loan in the trust, the related originator relied on one or more of   
the following items supplied by the related borrower:                           

o rolling 12-month operating statements;                                  

o applicable year-to-date financial statements and budgets, if available; 
and                                                                   

o except in the case of hospitality properties and single tenant          
properties, rent rolls that were in almost all cases current as of the
date not earlier than seven months prior to the respective date of    
origination.                                                          

    In general, except in the case of the Chrysler Building Mortgage Loan, the
Cape Cod Mall Mortgage Loan, the Vista Ridge Mall Mortgage Loan, the Westlake   
Center Mortgage Loan and the hospitality mortgage loans, as to which some of    
the above-described items were audited or were reviewed by an auditor under a   
set of agreed-upon procedures, these items were not audited or otherwise        
confirmed by an independent party.                                              

    In determining the "revenue" component of Net Cash Flow for each mortgaged
real property, other than a hospitality property, the related originator        
generally relied on the most recent rent roll supplied by the related borrower. 
Where the actual vacancy shown on that rent roll and the market vacancy was     
less than 5.0%, the originator generally assumed a minimum of 5.0% vacancy in   
determining revenue from rents, except that, in the case of certain anchored    
shopping centers and certain single tenant properties, space occupied by those  
anchor or single tenants may have been disregarded in performing the vacancy    
adjustment due to the length of the related leases or creditworthiness of those 
tenants, in accordance with the originator's underwriting standards.            

In determining rental revenue for multifamily rental, self storage and
mobile home park properties, the related originator either reviewed rental      
revenue shown on the certified rolling 12-month operating statements or         
annualized the rental revenue and reimbursement of expenses shown on rent rolls 
or recent partial year operating statements with respect to the prior one-to    
twelve-month periods.                                                           

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For the other mortgaged real properties, other than hospitality       
properties, the related originator generally annualized rental revenue shown on 
the most recent certified rent roll, after applying the vacancy factor, without 
further regard to the terms, including expiration dates, of the leases shown on 
that rent roll.                                                                 

  In the case of hospitality properties, gross receipts were determined on
the basis of historical operating levels shown on the borrower-supplied         
12-month trailing operating statements.                                         

In general, any non-recurring revenue items and non-property related  
revenue were eliminated from the calculation.                                   

    In determining the "expense" component of Net Cash Flow for each mortgaged
real property, the related originator generally relied on full-year or          
year-to-date financial statements, rolling 12-month operating statements and/or 
year-to-date financial statements supplied by the related borrower, except      
that--                                                                          

o If tax or insurance expense information more current than that reflected
    in the financial statements was available, the newer information was used.

o Property management fees were generally assumed to be 1.5% to 6.0% of   
 effective gross revenue, except with respect to hospitality properties,
where 4.0% of gross receipts was assumed.                             

o In general, assumptions were made with respect to the average amount of 
   reserves for leasing commissions, tenant improvement expenses and capital
expenditures.                                                         

o Expenses were generally assumed to include annual replacement reserves  
equal to:                                                             

(a)  in the case of retail, office, self-storage and industrial/
             warehouse properties, generally not less than $0.06 per square foot
            and not more than $0.36 per square foot of net rentable commercial
area;                                                 

     (b)  in the case of multifamily rental apartments, generally not less
          than $199.00 or more than $361.00 per residential unit per year,
depending on the condition of the property;           

    (c)  in the case of hospitality properties, 5% of the gross revenues
 received by the property owner on an ongoing basis; and

        (d)  in the case of mobile home parks, generally not less than $13.00 or
more than $71.00 per pad per year.                    

In some instances, the related originator recharacterized as capital  
expenditures those items reported by borrowers as operating expenses, thereby   
increasing "Net Cash Flow", where the originator determined appropriate.        

"O(Z)" means, with respect to any Mortgage Loan, a period of z months 
during which prepayments of principal are permitted without the payment of any  
prepayment premium or yield maintenance charge and no defeasance can be         
required.                                                                       

"OCCUPANCY PERCENTAGE" or "OCCUPANCY RATE" means:                     

o in the case of multifamily rental properties, the percentage of rental  
units or pads, as applicable, that are rented as of the date of       
determination,                                                        

o in the case of office, retail and industrial/warehouse properties, the  
percentage of the net rentable square footage rented as of the date of
determination,                                                        

o in the case of hospitality properties, the percentage of available rooms
occupied for the trailing twelve-month period ending on the date of   
determination, and                                                    

o in the case of self storage facilities, either the percentage of the net
rentable square footage rented as of the date of determination or the 
  percentage of units rented as of the date of determination, depending on
borrower reporting.                                                   

   "ORIGINAL AMORTIZATION TERM" means, with respect to each mortgage loan in
the trust, other than the one loan that provides for interest-only payments for 
the first 24 months of the loan term, the number of months from origination to  
the month in which that mortgage loan would fully amortize in accordance with   
its amortization schedule, without regard to any balloon payment that may be    
due, and assuming no prepayments of principal and no defaults.                  

  "ORIGINAL INTEREST-ONLY PERIOD" means, with respect to any mortgage loan
in the trust, the period, if any, following the related origination date during 
which scheduled payments of interest only are required.                         

  "ORIGINAL TERM TO MATURITY" means, with respect to each mortgage loan in
the trust, the number of months from origination to maturity or, in the case of 
an ARD Loan, to the anticipated repayment date.                                 

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"P&I" means principal and/or interest.                                

   "PARTY IN INTEREST" means any person that is a "party in interest" within
the meaning of ERISA or a "disqualified person" within the meaning of the       
Internal Revenue Code of 1986.                                                  

"PERMITTED ENCUMBRANCES" means, with respect to any mortgaged real    
property securing a mortgage loan in the trust, any and all of the following:   

o liens for real estate taxes and special assessments not yet due and     
delinquent,                                                           

o covenants, conditions and restrictions, rights of way, easements and    
    other matters that are of public record as of the date of recording of the
related mortgage instrument, the exceptions appearing of record being 
customarily acceptable to mortgage lending institutions generally or  
specifically reflected in the appraisal of that property made in      
connection with the origination of that mortgage loan, and            

o other matters to which like properties are commonly subject, none of    
  which materially and adversely affect the value or marketability of that
property.                                                             

"PERMITTED INVESTMENTS" means U.S. government securities and other    
investment grade obligations specified in the pooling and servicing agreement.  

 "PLAN" means any ERISA Plan or any other employee benefit or retirement
plan, arrangement or account, including any individual retirement account or    
Keogh plan, that is subject to Section 4975 of the Internal Revenue Code.       

  "PLAN ASSET REGULATIONS" means the regulations of the U.S. Department of
Labor promulgated under ERISA.                                                  

 "POST-ARD ADDITIONAL INTEREST" means, with respect to any ARD Loan, the
additional interest accrued with respect to that mortgage loan as a result of   
the marginal increase in the related mortgage interest rate upon passage of the 
related anticipated repayment date, as that additional interest may compound in 
accordance with the terms of that mortgage loan.                                

 "PREPAYMENT INTEREST EXCESS" means, with respect to any full or partial
prepayment of a pooled mortgage loan made by the related borrower during any    
collection period after the due date for that loan, the amount of any interest  
collected on that prepayment for the period from and after that due date to the 
date of prepayment, less the amount of related master servicing fees payable    
from that interest collection, and exclusive of any Default Interest and        
Post-ARD Additional Interest included in that interest collection.              

    "PREPAYMENT INTEREST SHORTFALL" means, with respect to any full or partial
prepayment of a pooled mortgage loan made by the related borrower during any    
collection period prior to the due date for that loan, the amount of any        
uncollected interest that would have accrued on that prepayment prior to that   
due date, less the amount of related master servicing fees that would have been 
payable from that uncollected interest, and exclusive of any portion of that    
uncollected interest that would have represented Default Interest or Post-ARD   
Additional Interest.                                                            

"PTE" means prohibited transaction exemption.                         

 "REALIZED LOSSES" mean losses on or with respect of the pooled mortgage
loans arising from the inability of the master servicer and/or the special      
servicer to collect all amounts due and owing under the mortgage loans,         
including by reason of the fraud or bankruptcy of a borrower or, to the extent  
not covered by insurance, a casualty of any nature at a mortgaged real          
property. We discuss the calculation of Realized Losses under "Description of   
the Offered Certificates--Reductions of Certificate Principal Balances in       
Connection with Realized Losses and Additional Trust Fund Expenses" in this     
prospectus supplement.                                                          

    "REMAINING AMORTIZATION TERM" means, with respect to each mortgage loan in
the trust, the number of months remaining from the cut-off date to the month in 
which that mortgage loan would fully amortize in accordance with its            
amortization schedule, without regard to any balloon payment that may be due    
and assuming no prepayments of principal and no defaults.                       

   "REMAINING INTEREST-ONLY PERIOD" means, with respect to any mortgage loan
in the trust, the period, if any, following the cut-off date during which       
scheduled payments of interest only are required.                               

   "REMAINING TERM TO MATURITY" means, with respect to each mortgage loan in
the trust, the number of months remaining to maturity or, in the case of an ARD 
Loan, to the anticipated repayment date.                                        

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"REMIC" means a real estate mortgage investment conduit as defined in 
Section 860D of the Internal Revenue Code of 1986.                              

  "REO PROPERTY" means any mortgaged real property that is acquired by the
trust through foreclosure, deed-in-lieu of foreclosure or otherwise following a 
default on the corresponding pooled mortgage loan.                              

"REPLACEMENT RESERVE" means, with respect to any mortgage loan in the 
trust, funded reserves escrowed for ongoing items such as repairs and           
replacements, including, in the case of hospitality properties, reserves for    
furniture, fixtures and equipment. In some cases, however, the reserve will be  
subject to a maximum amount, and once that maximum amount is reached, the       
reserve will not thereafter be funded, except to the extent it is drawn upon.   

"RESTRICTED GROUP" means, collectively--                              

1. the trustee,                                                       

2. the Exemption-Favored Parties,                                     

3. us,                                                                

4. the master servicer,                                               

5. the special servicer,                                              

6. any sub-servicers,                                                 

7. the mortgage loan sellers,                                         

    8. each borrower, if any, with respect to mortgage loans constituting more
    than 5.0% of the total unamortized principal balance of the mortgage
    pool as of the date of initial issuance of the offered certificates,
and                                                             

9. any and all affiliates of any of the aforementioned persons.       

"S&P" means Standard & Poor's Ratings Services, a division of The     
McGraw-Hill Companies, Inc.                                                     

"SEC" means the Securities and Exchange Commission.                   

   "SERVICING STANDARD" means, with respect to either the master servicer or
the special servicer, to service and administer those mortgage loans and any    
REO Properties subject to the pooling and servicing agreement for which that    
party is responsible:                                                           

o with the same care, skill, prudence and diligence as is normal and usual
in its general mortgage servicing and asset management activities with
respect to comparable loans and real properties that either--         

  1. are part of other third party portfolios, giving due consideration to
  customary and usual standards of practice of prudent institutional
commercial lenders servicing their own loans, or                

2. are held as part of its own portfolio,                             

whichever is a higher standard;                                       

o with a view to--                                                        

1. the timely collection of all scheduled payments of principal and   
     interest, including balloon payments, under those mortgage loans, and

  2. in the case of the special servicer, if a pooled mortgage loan or the
    Chrysler Building Companion Loan comes into and continues in default
and if, in the judgment of the special servicer, no satisfactory
       arrangements can be made for the collection of the delinquent payments,
       the maximization of the recovery on that defaulted mortgage loan to the
  series 2001-C3 certificateholders and, in the case of the Chrysler
  Building Loan Pair, to the Chrysler Building Loan Noteholder, as a
collective whole, on a present value basis; and                 

o without regard to--                                                     

  1. any relationship that the master servicer or the special servicer, as
  the case may be, or any of its affiliates may have with any of the
    underlying borrowers or any other party to the pooling and servicing
agreement,                                                      

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   2. the ownership of any series 2001-C3 certificate or any security backed
     by the Chrysler Building Companion Loan by the master servicer or the
  special servicer, as the case may be, or by any of its affiliates,

  3. the obligation of the master servicer or the special servicer, as the
case may be, to make advances,                                  

  4. the right of the master servicer or the special servicer, as the case
      may be, or any of its affiliates to receive reimbursement of costs, or
any compensation payable to it under the pooling and servicing  
      agreement generally or with respect to any particular transaction, and

    5. the ownership, servicing or management of other loans or properties not
covered by the pooling and servicing agreement.                 

    "SERVICING TRANSFER EVENT" means, with respect to any mortgage loan in the
trust or the Chrysler Building Companion Loan, any of the following events:     

   1. the related borrower fails to make when due any scheduled debt service
     payment, including a balloon payment, and either the failure actually
continues, or the master servicer believes it will continue,    
unremedied--                                                    

    (a)  except in the case of a delinquent balloon payment, for 60 days
beyond the date the subject payment was due, or       

    (b)  solely in the case of a defaulted balloon mortgage loan that is
            delinquent in respect of its balloon payment, for one business day
  after the subject balloon payment was due or, in certain
           circumstances involving the delivery of a refinancing commitment,
         30 days, beyond the date on which that balloon payment was due;

2. the master servicer determines that a default in the making of a   
       monthly debt service payment, including a balloon payment, is likely to
     occur and the default is likely to remain unremedied for at least the
applicable period contemplated in clause 1. of this definition; 

3. a default, other than as described in clause 1. of this definition,
       occurs under the mortgage loan that materially impairs the value of the
       corresponding mortgaged real property as security for the mortgage loan
 or otherwise materially adversely affects the interests of series
   2001-C3 certificateholders or, in the case of the Chrysler Building
     Companion Loan, the interests of the Chrysler Building Companion Loan
   Noteholder, and the default continues unremedied for the applicable
      cure period under the terms of the mortgage loan or, if no cure period
    is specified and the default is capable of being cured, for 30 days;

4. various events of bankruptcy, insolvency, readjustment of debt,    
   marshalling of assets and liabilities, or similar proceedings occur
   with respect to the related borrower or the corresponding mortgaged
       real property, or the related borrower takes various actions indicating
  its bankruptcy, insolvency or inability to pay its obligations; or

   5. the master servicer receives notice of the commencement of foreclosure
       or similar proceedings with respect to the corresponding mortgaged real
property.                                                       

A Servicing Transfer Event will cease to exist, if and when:          

o with respect to the circumstances described in clause 1. of this        
  definition, the related borrower makes three consecutive full and timely
monthly debt service payments under the terms of the mortgage loan, as
   those terms may be changed or modified in connection with a bankruptcy or
similar proceeding involving the related borrower or by reason of a   
  modification, extension, waiver or amendment granted or agreed to by the
master servicer or the special servicer;                              

o with respect to the circumstances described in clauses 2. and 4. of this
definition, those circumstances cease to exist in the good faith,     
reasonable judgment of the special servicer, but, with respect to any 
  bankruptcy or insolvency proceedings contemplated by clause 4., no later
than the entry of an order or decree dismissing the proceeding;       

o with respect to the circumstances described in clause 3. of this        
   definition, the default is cured in the judgment of the special servicer;
and                                                                   

o with respect to the circumstances described in clause 5. of this        
definition, the proceedings are terminated.                           

"SHADOW" means, with respect to any mortgaged real property used for  
retail purposes, a store or other business that materially affects the draw of  
customers to that property, but which may be located at a nearby property or on 
a portion of that property that does not constitute security for the related    
mortgage loan in the trust.                                                     

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"STATED PRINCIPAL BALANCE" means, for each mortgage loan in the trust, an   
amount that:                                                                    

o will initially equal its cut-off date principal balance; and            

o will be permanently reduced on each payment date, to not less than zero,
by--                                                                  

 1. that portion, if any, of the Total Principal Payment Amount for that
payment date that is attributable to that mortgage loan, and    

2. the principal portion of any Realized Loss incurred with respect to
that mortgage loan during the related collection period.        

    However, the "Stated Principal Balance" of a pooled mortgage loan will, in
all cases, be zero as of the payment date following the collection period in    
which it is determined that all amounts ultimately collectable with respect to  
the mortgage loan or any related REO Property have been received.               

"TI/LC RESERVE" means, with respect to any mortgage loan in the trust,
funded reserves escrowed for tenant improvement allowances and leasing          
commissions. In certain cases, however, the reserve will be subject to a        
maximum amount, and once that maximum amount is reached, the reserve will not   
thereafter be funded, except to the extent it is drawn upon.                    

 "TOTAL PRINCIPAL PAYMENT AMOUNT" means, for any payment date, an amount
equal to the total, without duplication, of the following:                      

o all payments of principal, including voluntary principal prepayments,   
received on the pooled mortgage loans during the related collection   
 period, in each case exclusive of any portion of the particular payment
 that represents a late collection of principal for which an advance was
previously made for a prior payment date or that represents a monthly 
 payment of principal due on or before the cut-off date or on a due date
subsequent to the end of the related collection period;               

o all monthly payments of principal received on the pooled mortgage loans 
prior to, but that are due during, the related collection period;     

o all other collections, including Liquidation Proceeds, Condemnation     
   Proceeds and Insurance Proceeds, that were received on or with respect to
   any of the pooled mortgage loans or any related REO Properties during the
related collection period and that were identified and applied by the 
 master servicer as recoveries of principal of the subject mortgage loan
   or, in the case of an REO Property, of the related mortgage loan, in each
case net of any portion of the particular collection that represents a
late collection of principal due on or before the cut-off date or for 
which an advance of principal was previously made for a prior payment 
date; and                                                             

o all advances of principal made with respect to the pooled mortgage loans
for that payment date.                                                

   The Total Principal Payment Amount will not include any payments or other
collections of principal with respect to the Chrysler Building Companion Loan.  

"UBS MORTGAGE LOAN" means each mortgage loan in the trust that was    
directly or indirectly originated or acquired by the UBS Mortgage Loan Seller.  

   "UBS MORTGAGE LOAN SELLER" means UBS Warburg Real Estate Investments Inc.

  "UNDERWRITER EXEMPTION" means Prohibited Transaction Exemption 91-14, as
amended to date, including by Prohibited Transaction Exemption 2000-58, as      
described under "ERISA Considerations" in this prospectus supplement.           

 "UNDERWRITING RESERVES" means, with respect to any mortgage loan in the
trust, estimated annual capital costs, as used by the related originator in     
determining Net Cash Flow.                                                      

   "UNDERWRITTEN DEBT SERVICE COVERAGE RATIO", "DSCR @NET CASH FLOW" or "U/W
NCF DSCR" means, with respect to any mortgage loan in the trust, the ratio of-- 

o Net Cash Flow for the related mortgaged real property, to               

o the annualized amount of debt service that will be payable under that   
  mortgage loan commencing after the cut-off date or, if the mortgage loan
is in an initial interest-only period, after the commencement of      
amortization.                                                         

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"UNITED STATES PERSON" means--                                              

o a citizen or resident of the United States,                             

o a domestic partnership,                                                 

o a domestic corporation,                                                 

o any estate, other than a foreign estate within the meaning of paragraph 
(31) of Section 7701(a) of the Internal Revenue Code, and             

o any trust if--                                                          

1. a court within the United States is able to exercise primary       
supervision over the administration of the trust, and           

2. one or more United States Persons have the authority to control all
substantial decisions of the trust.                             

    "VISTA RIDGE MALL MORTGAGE LOAN" means the pooled mortgage loan secured by
the Vista Ridge Mall Mortgaged Property.                                        

 "VISTA RIDGE MALL MORTGAGED PROPERTY" means the mortgaged real property
identified on Annex A-1 to this prospectus supplement as the Vista Ridge Mall,  
excluding the anchors' stores and pads.                                         

    "WEIGHTED AVERAGE POOL PASS-THROUGH RATE" means, for each interest accrual
period, the weighted average of the below-described annual rates with respect   
to all of the mortgage loans in the trust, weighted on the basis of the         
mortgage loans' respective Stated Principal Balances immediately prior to the   
related payment date:                                                           

o in the case of each mortgage loan that accrues interest on a 30/360     
Basis, an annual rate equal to--                                      

  1. the mortgage interest rate in effect for that mortgage loan as of the
cut-off date, minus                                             

2. the related Administrative Cost Rate; and                          

o in the case of each mortgage loan that accrues interest on an Actual/360
Basis, an annual rate generally equal to--                            

 1. the product of (a) twelve (12), times (b) a fraction, expressed as a
      percentage, the numerator of which, subject to adjustment as described
      below in this definition, is the total amount of interest that accrued
   or would have accrued, as applicable, with respect to that mortgage
      loan on an Actual/360 Basis during that interest accrual period, based
 on its Stated Principal Balance immediately preceding the related
       payment date and its mortgage interest rate in effect as of the cut-off
     date, and the denominator of which is the Stated Principal Balance of
      the mortgage loan immediately prior to the related payment date, minus

2. the related Administrative Cost Rate.                              

  Notwithstanding the foregoing, if the related payment date occurs during
January, except during a leap year, or February, then, in the case of any       
particular mortgage loan that accrues interest on an Actual/360 Basis, the      
amount of interest that comprises the numerator of the fraction described in    
clause 1(b) of the second bullet of this definition will be decreased to        
reflect any interest reserve amount with respect to that mortgage loan that is  
transferred from the trustee's collection account to the trustee's interest     
reserve account during that month. Furthermore, if the related payment date     
occurs during March, then, in the case of any particular mortgage loan that     
accrues interest on an Actual/360 Basis, the amount of interest that comprises  
the numerator of the fraction described in clause 1(b) of the second bullet of  
this definition will be increased to reflect any interest reserve amounts with  
respect to that mortgage loan that are transferred from the trustee's interest  
reserve account to the trustee's collection account during that month.          

   "WESTLAKE CENTER MORTGAGE LOAN" means the pooled mortgage loan secured by
the Westlake Center Mortgaged Property.                                         

"WESTLAKE CENTER MORTGAGED PROPERTY" means the mortgaged real property
identified on Annex A-1 to this prospectus supplement as the Westlake Center.   

  "YEAR BUILT/RENOVATED" means the year that a mortgaged real property was
originally constructed or, if applicable, most recently renovated in a          
substantial manner. With respect to any mortgaged real property that was        
constructed in phases, "Year Built/Renovated" refers to the year that the first 
phase was originally constructed.                                               

S-128 

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"YM(X)% (Y)" means, with respect to any mortgage loan in the trust, a 
period of y months during which prepayments of principal are permitted, but     
must be accompanied by a yield maintenance charge equal to the greater of an    
amount calculated pursuant to a yield maintenance formula and x% of the         
principal amount prepaid.                                                       

S-129 

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ANNEX A-1 
CERTAIN CHARACTERISTICS OF THE UNDERLYING MORTGAGE LOANS

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AMORTIZATION TYPES  
(ALL MORTGAGE LOANS)  

                                                        [Enlarge/Download Table]

                                           TOTAL         % BY TOTAL       AVERAGE         
                                        CUT-OFF DATE    CUT-OFF DATE   CUT-OFF DATE       
                            NUMBER       PRINCIPAL        PRINCIPAL      PRINCIPAL        
AMORTIZATION TYPES         OF LOANS       BALANCE          BALANCE        BALANCE         
------------------------- ---------- ----------------- -------------- --------------      
                                                                                          
Balloon .................     111     $  742,344,820        54.06%     $ 6,732,836        
ARD .....................      24        634,997,548        45.94       26,458,231        
                              ---     --------------       ------      -----------        
TOTAL/AVG/WTD AVG .......     135     $1,382,342,368       100.00%     $10,239,573        


                              MAXIMUM                                                     
                           CUT-OFF DATE     WTD. AVG.    WTD. AVG.   WTD. AVG.   WTD. AVG.
                             PRINCIPAL    CUT-OFF DATE    U/W NCF    OCCUPANCY   MORTGAGE 
AMORTIZATION TYPES            BALANCE          LTV          DSCR      RATE (1)     RATE   
------------------------- -------------- -------------- ----------- ----------- ----------
                                                                                          
Balloon .................  $ 99,694,017        71.1%        1.40x       96.69%     7.419% 
ARD .....................   180,000,000        58.8         1.65        97.67      7.406  
                           ------------        ----         ----        -----      -----  
TOTAL/AVG/WTD AVG .......  $180,000,000        65.5%       1.51X        97.16%     7.413% 

-------                                                                         
(1) Occupancy rates are calculated without reference to hospitality properties  

                                                                     ANNEX A-1-1

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CUT-OFF DATE LOAN-TO-VALUE RATIOS 
(ALL MORTGAGE LOANS)  

                                                        [Enlarge/Download Table]

                                               TOTAL         % BY TOTAL       AVERAGE         
                                            CUT-OFF DATE    CUT-OFF DATE   CUT-OFF DATE       
RANGE OF CUT-OFF DATE           NUMBER       PRINCIPAL        PRINCIPAL      PRINCIPAL        
LOAN-TO-VALUE RATIOS (%)       OF LOANS       BALANCE          BALANCE        BALANCE         
----------------------------- ---------- ----------------- -------------- --------------      
                                                                                              
35.01 - 40.00 ...............       1     $    5,095,786         0.37%     $  5,095,786       
40.01 - 45.00 ...............       2        250,718,479        18.14       125,359,240       
45.01 - 50.00 ...............       1          3,289,289         0.24         3,289,289       
50.01 - 55.00 ...............       4         22,949,030         1.66         5,737,257       
55.01 - 60.00 ...............       4         67,793,918         4.90        16,948,479       
60.01 - 65.00 ...............       8        228,574,756        16.54        28,571,844       
65.01 - 70.00 ...............      17         65,683,280         4.75         3,863,722       
70.01 - 75.00 ...............      52        387,162,611        28.01         7,445,435       
75.01 - 80.00 ...............      44        341,015,681        24.67         7,750,356       
80.01 (greater than) = ......       2         10,059,538         0.73         5,029,769       
                                   --     --------------       ------      ------------       
TOTAL/AVG/WTD AVG ...........     135     $1,382,342,368       100.00%     $ 10,239,573       


                                  MAXIMUM                                                     
                               CUT-OFF DATE     WTD. AVG.    WTD. AVG.   WTD. AVG.   WTD. AVG.
RANGE OF CUT-OFF DATE            PRINCIPAL    CUT-OFF DATE    U/W NCF    OCCUPANCY   MORTGAGE 
LOAN-TO-VALUE RATIOS (%)          BALANCE          LTV          DSCR      RATE (1)     RATE   
----------------------------- -------------- -------------- ----------- ----------- ----------
                                                                                              
35.01 - 40.00 ...............  $  5,095,786        35.4%        1.70x      100.00%     6.960% 
40.01 - 45.00 ...............   180,000,000        42.7         2.03        98.16      7.186  
45.01 - 50.00 ...............     3,289,289        47.0         1.61        NAP        7.476  
50.01 - 55.00 ...............    13,506,078        51.1         1.53        94.33      8.085  
55.01 - 60.00 ...............    43,451,161        56.9         1.58        93.27      7.983  
60.01 - 65.00 ...............    99,694,017        62.5         1.60        98.30      6.987  
65.01 - 70.00 ...............     8,537,550        67.8         1.38        95.47      7.480  
70.01 - 75.00 ...............    40,951,842        72.6         1.33        97.34      7.664  
75.01 - 80.00 ...............    39,468,568        78.0         1.29        96.66      7.434  
80.01 (greater than) = ......     5,452,834       101.2         1.00       100.00      6.739  
                               ------------       -----         ----       ------      -----  
TOTAL/AVG/WTD AVG ...........  $180,000,000        65.5%       1.51X        97.16%     7.413% 

Weighted Average Cut-off Date LTV for all Mortgage Loans: 65.5%                 

-------                                                                         
(1) Occupancy rates are calculated without reference to hospitality properties  

                                                                     ANNEX A-1-2

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ORIGINAL TERM TO MATURITY (1) 
(ALL MORTGAGE LOANS)  

                                                        [Enlarge/Download Table]

                                              TOTAL         % BY TOTAL       AVERAGE         
                                           CUT-OFF DATE    CUT-OFF DATE   CUT-OFF DATE       
RANGE OF ORIGINAL TERMS        NUMBER       PRINCIPAL        PRINCIPAL      PRINCIPAL        
TO MATURITY (MONTHS)          OF LOANS       BALANCE          BALANCE        BALANCE         
---------------------------- ---------- ----------------- -------------- --------------      
                                                                                             
 49 -  60 ..................      15     $  126,264,000         9.13%     $ 8,417,600        
 73 -  84 ..................       5         27,837,598         2.01        5,567,520        
109 - 120 ..................     109        937,482,557        67.82        8,600,757        
121 - 132 ..................       4        280,698,675        20.31       70,174,669        
253 - 264 ..................       2         10,059,538         0.73        5,029,769        
                                 ---     --------------       ------      -----------        
TOTAL/AVG/WTD AVG ..........     135     $1,382,342,368       100.00%     $10,239,573        


                                 MAXIMUM                                                     
                              CUT-OFF DATE     WTD. AVG.    WTD. AVG.   WTD. AVG.   WTD. AVG.
RANGE OF ORIGINAL TERMS         PRINCIPAL    CUT-OFF DATE    U/W NCF    OCCUPANCY   MORTGAGE 
TO MATURITY (MONTHS)             BALANCE          LTV          DSCR      RATE (2)     RATE   
---------------------------- -------------- -------------- ----------- ----------- ----------
                                                                                             
 49 -  60 ..................  $ 39,468,568        73.6%        1.33x       95.33%     7.171% 
 73 -  84 ..................     9,080,554        70.4         1.32        96.61      7.363  
109 - 120 ..................    99,694,017        70.3         1.41        97.26      7.494  
121 - 132 ..................   180,000,000        44.0         1.98        97.59      7.282  
253 - 264 ..................     5,452,834       101.2         1.00       100.00      6.739  
                              ------------       -----         ----       ------      -----  
TOTAL/AVG/WTD AVG ..........  $180,000,000        65.5%       1.51X        97.16%     7.413% 

Weighted Average Original Term to Maturity: 115 months                          

-------                                                                         
(1) ARD Loans are assumed to mature on anticipated repayment dates              

(2) Occupancy rates are calculated without reference to hospitality properties  

                                                                     ANNEX A-1-3

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REMAINING TERM TO MATURITY (1)  
(ALL MORTGAGE LOANS)  

                                                        [Enlarge/Download Table]

                                               TOTAL        % BY TOTAL       AVERAGE          
                                           CUT-OFF DATE    CUT-OFF DATE   CUT-OFF DATE        
RANGE OF REMAINING TERMS        NUMBER       PRINCIPAL       PRINCIPAL      PRINCIPAL         
TO MATURITY (MONTHS)           OF LOANS       BALANCE         BALANCE        BALANCE          
----------------------------- ---------- ---------------- -------------- --------------       
                                                                                              
 49 -  60 ...................      15     $  126,264,000        9.13%     $ 8,417,600         
 73 -  84 ...................       5         27,837,598        2.01        5,567,520         
 97 - 108 ...................       2         16,535,536        1.20        8,267,768         
109 - 120 ...................     111      1,201,645,696       86.93       10,825,637         
217 - 228 ...................       2         10,059,538        0.73        5,029,769         
                                  ---     --------------      ------      -----------         
TOTAL/AVG/WTD AVG ...........     135     $1,382,342,368      100.00%     $10,239,573         


                                  MAXIMUM                                                     
                               CUT-OFF DATE     WTD. AVG.    WTD. AVG.   WTD. AVG.   WTD. AVG.
RANGE OF REMAINING TERMS         PRINCIPAL    CUT-OFF DATE    U/W NCF    OCCUPANCY   MORTGAGE 
TO MATURITY (MONTHS)              BALANCE          LTV          DSCR      RATE (2)     RATE   
----------------------------- -------------- -------------- ----------- ----------- ----------
                                                                                              
 49 -  60 ...................  $ 39,468,568        73.6%        1.33x       95.33%     7.171% 
 73 -  84 ...................     9,080,554        70.4         1.32        96.61      7.363  
 97 - 108 ...................    11,888,024        71.7         1.54        93.61      8.658  
109 - 120 ...................   180,000,000        64.1         1.54        97.40      7.428  
217 - 228 ...................     5,452,834       101.2         1.00       100.00      6.739  
                               ------------       -----         ----       ------      -----  
TOTAL/AVG/WTD AVG ...........  $180,000,000        65.5%       1.51X        97.16%     7.413% 

Weighted Average Remaining Term to Maturity: 112 months                         

-------                                                                         
(1) ARD Loans are assumed to mature on anticipated repayment dates              

(2) Occupancy rates are calculated without reference to hospitality properties  

                                                                     ANNEX A-1-4

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MORTGAGE LOANS BY PROPERTY TYPE 
(ALL MORTGAGE LOANS)  

                                                        [Enlarge/Download Table]

                                           TOTAL         % BY TOTAL       AVERAGE         
                                        CUT-OFF DATE    CUT-OFF DATE   CUT-OFF DATE       
                            NUMBER       PRINCIPAL        PRINCIPAL      PRINCIPAL        
PROPERTY TYPE              OF LOANS       BALANCE          BALANCE        BALANCE         
------------------------- ---------- ----------------- -------------- --------------      
                                                                                          
Retail ..................      56     $  586,140,119        42.40%     $10,466,788        
Office ..................      25        481,338,744        34.82       19,253,550        
Multifamily .............      23        139,151,337        10.07        6,050,058        
Hotel ...................       6         49,637,111         3.59        8,272,852        
Industrial/W'hse ........       9         48,623,992         3.52        5,402,666        
Self Storage ............       2         29,980,195         2.17       14,990,098        
Mobile Home Park ........       9         20,480,971         1.48        2,275,663        
Office/Industrial .......       2         13,185,062         0.95        6,592,531        
Other ...................       2         10,059,538         0.73        5,029,769        
Mixed Use ...............       1          3,745,300         0.27        3,745,300        
                               --     --------------       ------      -----------        
TOTAL/AVG/WTD AVG .......     135     $1,382,342,368       100.00%     $10,239,573        


                              MAXIMUM                                                     
                           CUT-OFF DATE     WTD. AVG.    WTD. AVG.   WTD. AVG.   WTD. AVG.
                             PRINCIPAL    CUT-OFF DATE    U/W NCF    OCCUPANCY   MORTGAGE 
PROPERTY TYPE                 BALANCE          LTV          DSCR      RATE (1)     RATE   
------------------------- -------------- -------------- ----------- ----------- ----------
                                                                                          
Retail ..................  $ 99,694,017        69.3%        1.44x       97.58%     7.302% 
Office ..................   180,000,000        56.6         1.70        97.40      7.464  
Multifamily .............    39,468,568        75.8         1.32        95.71      7.440  
Hotel ...................    18,689,144        66.7         1.51        NAP        7.696  
Industrial/W'hse ........    15,465,245        72.9         1.30        98.67      7.404  
Self Storage ............    16,474,117        54.7         1.50        92.79      8.080  
Mobile Home Park ........     5,036,018        74.3         1.31        95.90      7.518  
Office/Industrial .......     8,537,550        61.6         1.52        88.15      7.967  
Other ...................     5,452,834       101.2         1.00       100.00      6.739  
Mixed Use ...............     3,745,300        72.9         1.31       100.00      7.580  
                           ------------       -----         ----       ------      -----  
TOTAL/AVG/WTD AVG .......  $180,000,000        65.5%       1.51X        97.16%     7.413% 

-------                                                                         
(1) Occupancy rates are calculated without reference to hospitality properties  

                                                                     ANNEX A-1-5

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CUT-OFF DATE PRINCIPAL BALANCES 
(ALL MORTGAGE LOANS)  

                                                        [Enlarge/Download Table]

                                                    TOTAL         % BY TOTAL       AVERAGE         
                                                 CUT-OFF DATE    CUT-OFF DATE   CUT-OFF DATE       
RANGE OF CUT-OFF                     NUMBER       PRINCIPAL        PRINCIPAL      PRINCIPAL        
DATE PRINCIPAL BALANCES ($)         OF LOANS       BALANCE          BALANCE        BALANCE         
---------------------------------- ---------- ----------------- -------------- --------------      
                                                                                                   
          1 -   2,000,000 ........      23     $   32,851,578         2.38%     $  1,428,329       
  2,000,001 -   4,000,000 ........      35        105,350,651         7.62         3,010,019       
  4,000,001 -   6,000,000 ........      28        138,940,224        10.05         4,962,151       
  6,000,001 -   8,000,000 ........      10         71,328,996         5.16         7,132,900       
  8,000,001 -  10,000,000 ........       8         69,780,384         5.05         8,722,548       
 10,000,001 -  15,000,000 ........      13        159,268,235        11.52        12,251,403       
 15,000,001 -  20,000,000 ........       6        103,406,222         7.48        17,234,370       
 20,000,001 -  25,000,000 ........       3         67,593,245         4.89        22,531,082       
 25,000,001 -  50,000,000 ........       5        193,638,695        14.01        38,727,739       
 50,000,001 - 100,000,000 ........       3        260,184,139        18.82        86,728,046       
150,000,001 (greater than) = .....       1        180,000,000        13.02       180,000,000       
                                        --     --------------       ------      ------------       
TOTAL/AVG/WTD AVG ................     135     $1,382,342,368       100.00%     $ 10,239,573       


                                       MAXIMUM                                                     
                                    CUT-OFF DATE     WTD. AVG.    WTD. AVG.   WTD. AVG.   WTD. AVG.
RANGE OF CUT-OFF                      PRINCIPAL    CUT-OFF DATE    U/W NCF    OCCUPANCY   MORTGAGE 
DATE PRINCIPAL BALANCES ($)            BALANCE          LTV          DSCR      RATE (1)     RATE   
---------------------------------- -------------- -------------- ----------- ----------- ----------
                                                                                                   
          1 -   2,000,000 ........  $  1,998,565        70.9%        1.35x       97.28%     7.657% 
  2,000,001 -   4,000,000 ........     3,994,986        71.7         1.37        97.57      7.527  
  4,000,001 -   6,000,000 ........     5,995,705        72.8         1.34        98.17      7.450  
  6,000,001 -   8,000,000 ........     7,949,093        73.9         1.33        99.43      7.506  
  8,000,001 -  10,000,000 ........     9,543,260        72.4         1.37        93.53      7.431  
 10,000,001 -  15,000,000 ........    13,988,926        73.8         1.34        95.92      7.634  
 15,000,001 -  20,000,000 ........    18,689,144        71.3         1.37        97.08      7.540  
 20,000,001 -  25,000,000 ........    23,167,988        71.6         1.35        99.77      7.842  
 25,000,001 -  50,000,000 ........    43,451,161        70.9         1.35        94.05      7.706  
 50,000,001 - 100,000,000 ........    99,694,017        56.5         1.66        98.17      7.119  
150,000,001 (greater than) = .....   180,000,000        43.4         2.14        98.70      6.910  
                                    ------------        ----         ----        -----      -----  
TOTAL/AVG/WTD AVG ................  $180,000,000        65.5%       1.51X        97.16%     7.413% 

Average Cut-off Date Principal Balance: $10,239,573                             

-------                                                                         
(1) Occupancy rates are calculated without reference to hospitality properties  

                                                                     ANNEX A-1-6

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U/W NCF DSCR  
(ALL MORTGAGE LOANS)  

                                                        [Enlarge/Download Table]

                                            TOTAL         % BY TOTAL       AVERAGE         
                                         CUT-OFF DATE    CUT-OFF DATE   CUT-OFF DATE       
RANGE OF U/W NCF             NUMBER       PRINCIPAL        PRINCIPAL      PRINCIPAL        
DSCR (X)                    OF LOANS       BALANCE          BALANCE        BALANCE         
-------------------------- ---------- ----------------- -------------- --------------      
                                                                                           
(less than) 1.20  ........       2     $   10,059,538         0.73%     $  5,029,769       
1.20 - 1.24 ..............      12        121,708,269         8.80        10,142,356       
1.25 - 1.29 ..............      33        279,551,272        20.22         8,471,251       
1.30 - 1.34 ..............      31        219,161,682        15.85         7,069,732       
1.35 - 1.39 ..............      16         54,816,622         3.97         3,426,039       
1.40 - 1.44 ..............      14         47,276,861         3.42         3,376,919       
1.45 - 1.49 ..............       9         77,451,493         5.60         8,605,721       
1.50 - 1.54 ..............       5         42,667,544         3.09         8,533,509       
1.55 - 1.59 ..............       4        110,219,905         7.97        27,554,976       
1.60 - 1.64 ..............       4         59,273,387         4.29        14,818,347       
1.65 - 1.69 ..............       3        109,437,315         7.92        36,479,105       
1.75 - 1.84 ..............       1         70,718,479         5.12        70,718,479       
2.05 - 2.20 ..............       1        180,000,000        13.02       180,000,000       
                                --     --------------       ------      ------------       
TOTAL/AVG/WTD AVG ........     135     $1,382,342,368       100.00%     $ 10,239,573       


                               MAXIMUM                                                     
                            CUT-OFF DATE     WTD. AVG.    WTD. AVG.   WTD. AVG.   WTD. AVG.
RANGE OF U/W NCF              PRINCIPAL    CUT-OFF DATE    U/W NCF    OCCUPANCY   MORTGAGE 
DSCR (X)                       BALANCE          LTV          DSCR      RATE (1)     RATE   
-------------------------- -------------- -------------- ----------- ----------- ----------
                                                                                           
(less than) 1.20  ........  $  5,452,834       101.2%        1.00x      100.00%     6.739% 
1.20 - 1.24 ..............    40,951,842        73.6         1.23        96.35      7.661  
1.25 - 1.29 ..............    39,468,568        76.0         1.28        97.66      7.468  
1.30 - 1.34 ..............    32,368,404        73.9         1.32        96.37      7.514  
1.35 - 1.39 ..............    12,732,674        73.2         1.37        97.08      7.562  
1.40 - 1.44 ..............     8,537,550        69.7         1.42        94.81      7.534  
1.45 - 1.49 ..............    23,167,988        73.1         1.47        96.64      7.809  
1.50 - 1.54 ..............    16,474,117        59.2         1.51        93.13      7.956  
1.55 - 1.59 ..............    89,771,643        62.5         1.57        97.98      7.013  
1.60 - 1.64 ..............    43,451,161        57.0         1.65        93.57      7.928  
1.65 - 1.69 ..............    99,694,017        60.6         1.68        99.36      6.879  
1.75 - 1.84 ..............    70,718,479        41.0         1.75        96.80      7.890  
2.05 - 2.20 ..............   180,000,000        43.4         2.14        98.70      6.910  
                            ------------       -----         ----       ------      -----  
TOTAL/AVG/WTD AVG ........  $180,000,000        65.5%       1.51X        97.16%     7.413% 

Weighted Average U/W NCF DSCR for all Mortgage Loans: 1.51x                     

-------                                                                         
(1) Occupancy rates are calculated without reference to hospitality properties  

                                                                     ANNEX A-1-7

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OCCUPANCY RATES 
(ALL MORTGAGE LOANS OTHER THAN THOSE SECURED BY HOSPITALITY PROPERTIES) 

                                                        [Enlarge/Download Table]

                                             TOTAL        % BY TOTAL       AVERAGE          
                                         CUT-OFF DATE    CUT-OFF DATE   CUT-OFF DATE        
RANGE OF OCCUPANCY            NUMBER       PRINCIPAL       PRINCIPAL      PRINCIPAL         
RATES (%)                    OF LOANS       BALANCE         BALANCE        BALANCE          
--------------------------- ---------- ---------------- -------------- --------------       
                                                                                            
80.1 - 85.0 ...............       1     $    8,537,550        0.64%     $ 8,537,550         
85.1 - 90.0 ...............       4         25,166,532        1.89        6,291,633         
90.1 - 95.0 ...............      25        280,926,967       21.08       11,237,079         
95.1 (greater than) = .....      99      1,018,074,208       76.39       10,283,578         
                                 --     --------------      ------      -----------         
TOTAL/AVG/WTD AVG .........     129     $1,332,705,258      100.00%     $10,331,049         


                                MAXIMUM                                                     
                             CUT-OFF DATE     WTD. AVG.    WTD. AVG.   WTD. AVG.   WTD. AVG.
RANGE OF OCCUPANCY             PRINCIPAL    CUT-OFF DATE    U/W NCF    OCCUPANCY   MORTGAGE 
RATES (%)                       BALANCE          LTV          DSCR        RATE       RATE   
--------------------------- -------------- -------------- ----------- ----------- ----------
                                                                                            
80.1 - 85.0 ...............  $  8,537,550        66.7%        1.42x       81.70%     7.650% 
85.1 - 90.0 ...............     9,080,554        71.9         1.36        88.94      7.415  
90.1 - 95.0 ...............    43,451,161        69.8         1.37        92.86      7.786  
95.1 (greater than) = .....   180,000,000        64.1         1.56        98.67      7.294  
                             ------------        ----         ----        -----      -----  
TOTAL/AVG/WTD AVG .........  $180,000,000        65.4%       1.51X        97.16%     7.402% 

Weighted Average Occupancy Rate for all Mortgage Loans other than those secured 
by hospitality properties: 97.16%                                               

                                                                     ANNEX A-1-8

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REMAINING AMORTIZATION TERMS  
(ALL MORTGAGE LOANS)  

                                                        [Enlarge/Download Table]

                                               TOTAL        % BY TOTAL       AVERAGE          
                                           CUT-OFF DATE    CUT-OFF DATE   CUT-OFF DATE        
RANGE OF REMAINING              NUMBER       PRINCIPAL       PRINCIPAL      PRINCIPAL         
AMORTIZATION TERMS (MOS)       OF LOANS       BALANCE         BALANCE        BALANCE          
----------------------------- ---------- ---------------- -------------- --------------       
                                                                                              
133 - 144 ...................       1     $    4,878,962        0.35%     $ 4,878,962         
253 - 264 ...................       2         10,059,538        0.73        5,029,769         
289 - 300 ...................      18        100,186,927        7.25        5,565,940         
313 - 324 ...................       3         23,561,283        1.70        7,853,761         
337 - 348 ...................       3         25,073,086        1.81        8,357,695         
349 - 360 ...................     108      1,218,582,572       88.15       11,283,172         
                                  ---     --------------      ------      -----------         
TOTAL/AVG/WTD AVG ...........     135     $1,382,342,368      100.00%     $10,239,573         


                                  MAXIMUM                                                     
                               CUT-OFF DATE     WTD. AVG.    WTD. AVG.   WTD. AVG.   WTD. AVG.
RANGE OF REMAINING               PRINCIPAL    CUT-OFF DATE    U/W NCF    OCCUPANCY   MORTGAGE 
AMORTIZATION TERMS (MOS)          BALANCE          LTV          DSCR      RATE (1)     RATE   
----------------------------- -------------- -------------- ----------- ----------- ----------
                                                                                              
133 - 144 ...................  $  4,878,962        55.8%        1.21x       97.84%     7.530% 
253 - 264 ...................     5,452,834       101.2         1.00       100.00      6.739  
289 - 300 ...................    18,689,144        68.5         1.42        96.79      7.606  
313 - 324 ...................    12,538,464        76.6         1.28        99.72      7.465  
337 - 348 ...................    11,888,024        70.0         1.50        89.55      8.315  
349 - 360 ...................   180,000,000        64.7         1.53        97.25      7.383  
                               ------------       -----         ----       ------      -----  
TOTAL/AVG/WTD AVG ...........  $180,000,000        65.5%       1.51X        97.16%     7.413% 

Weighted Average Remaining Amortization Term for all Mortgage Loans: 351 months 

-------                                                                         
(1) Occupancy rates are calculated without reference to hospitality properties  

                                                                     ANNEX A-1-9

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MORTGAGE RATES  
(ALL MORTGAGE LOANS)  

                                                        [Enlarge/Download Table]

                                           TOTAL         % BY TOTAL       AVERAGE         
                                        CUT-OFF DATE    CUT-OFF DATE   CUT-OFF DATE       
RANGE OF MORTGAGE           NUMBER       PRINCIPAL        PRINCIPAL      PRINCIPAL        
RATES (%)                  OF LOANS       BALANCE          BALANCE        BALANCE         
------------------------- ---------- ----------------- -------------- --------------      
                                                                                          
6.501 - 6.750 ...........       2     $   10,059,538         0.73%     $ 5,029,769        
6.751 - 7.000 ...........       5        381,955,380        27.63       76,391,076        
7.001 - 7.250 ...........      24        147,626,106        10.68        6,151,088        
7.251 - 7.500 ...........      38        293,482,449        21.23        7,723,222        
7.501 - 7.750 ...........      31        190,693,442        13.79        6,151,401        
7.751 - 8.000 ...........      24        248,492,540        17.98       10,353,856        
8.001 - 8.250 ...........       4         52,888,578         3.83       13,222,144        
8.251 - 8.500 ...........       5         40,608,800         2.94        8,121,760        
8.501 - 8.750 ...........       2         16,535,536         1.20        8,267,768        
                               --     --------------       ------      -----------        
TOTAL/AVG/WTD AVG .......     135     $1,382,342,368       100.00%     $10,239,573        


                              MAXIMUM                                                     
                           CUT-OFF DATE     WTD. AVG.    WTD. AVG.   WTD. AVG.   WTD. AVG.
RANGE OF MORTGAGE            PRINCIPAL    CUT-OFF DATE    U/W NCF    OCCUPANCY   MORTGAGE 
RATES (%)                     BALANCE          LTV          DSCR      RATE (1)     RATE   
------------------------- -------------- -------------- ----------- ----------- ----------
                                                                                          
6.501 - 6.750 ...........  $  5,452,834       101.2%        1.00x      100.00%     6.739% 
6.751 - 7.000 ...........   180,000,000        53.1         1.86        98.73      6.874  
7.001 - 7.250 ...........    39,468,568        76.2         1.32        95.32      7.157  
7.251 - 7.500 ...........    37,398,718        74.5         1.32        97.35      7.381  
7.501 - 7.750 ...........    23,167,988        72.7         1.33        98.09      7.658  
7.751 - 8.000 ...........    70,718,479        60.1         1.52        95.65      7.896  
8.001 - 8.250 ...........    22,211,330        61.6         1.41        95.62      8.110  
8.251 - 8.500 ...........    32,368,404        70.9         1.33        94.20      8.297  
8.501 - 8.750 ...........    11,888,024        71.7         1.54        93.61      8.658  
                           ------------       -----         ----       ------      -----  
TOTAL/AVG/WTD AVG .......  $180,000,000        65.5%       1.51X        97.16%     7.413% 

Weighted Average Mortgage Rate: 7.413%                                          

-------                                                                         
(1) Occupancy rates are calculated without reference to hospitality properties  

                                                                    ANNEX A-1-10

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MATURITY DATE LTV RATIOS (1)  

                                                        [Enlarge/Download Table]

                                           TOTAL         % OF TOTAL       AVERAGE         
                                        CUT-OFF DATE    CUT-OFF DATE   CUT-OFF DATE       
RANGE OF MATURITY           NUMBER       PRINCIPAL        PRINCIPAL      PRINCIPAL        
DATE LTV RATIOS (%)        OF LOANS       BALANCE          BALANCE        BALANCE         
------------------------- ---------- ----------------- -------------- --------------      
                                                                                          
10.01 - 15.00 ...........       1     $    4,878,962         0.35%     $ 4,878,962        
20.01 - 25.00 ...........       2         10,059,538         0.73        5,029,769        
30.01 - 35.00 ...........       1          5,095,786         0.37        5,095,786        
35.01 - 40.00 ...........       3        254,007,769        18.38       84,669,256        
40.01 - 45.00 ...........       2          4,795,440         0.35        2,397,720        
45.01 - 50.00 ...........       2         18,153,590         1.31        9,076,795        
50.01 - 55.00 ...........      11        279,585,128        20.23       25,416,830        
55.01 - 60.00 ...........      10         70,808,643         5.12        7,080,864        
60.01 - 65.00 ...........      34        251,576,039        18.20        7,399,295        
65.01 - 70.00 ...........      49        309,165,116        22.37        6,309,492        
70.01 - 75.00 ...........      20        174,216,357        12.60        8,710,818        
                               --     --------------       ------      -----------        
TOTAL/AVG/WTD AVG .......     135     $1,382,342,368       100.00%     $10,239,573        


                              MAXIMUM                                                     
                           CUT-OFF DATE     WTD. AVG.    WTD. AVG.   WTD. AVG.   WTD. AVG.
RANGE OF MATURITY            PRINCIPAL    CUT-OFF DATE    U/W NCF    OCCUPANCY   MORTGAGE 
DATE LTV RATIOS (%)           BALANCE          LTV          DSCR      RATE (2)     RATE   
------------------------- -------------- -------------- ----------- ----------- ----------
                                                                                          
10.01 - 15.00 ...........  $  4,878,962        55.8%        1.21x       97.84%     7.530% 
20.01 - 25.00 ...........     5,452,834       101.2         1.00       100.00      6.739  
30.01 - 35.00 ...........     5,095,786        35.4         1.70       100.00      6.960  
35.01 - 40.00 ...........   180,000,000        42.8         2.03        98.16      7.190  
40.01 - 45.00 ...........     2,796,874        51.3         1.46       100.00      7.647  
45.01 - 50.00 ...........    13,506,078        51.1         1.55        92.84      8.200  
50.01 - 55.00 ...........    99,694,017        61.3         1.61        97.13      7.194  
55.01 - 60.00 ...........    18,689,144        67.8         1.43        93.51      7.582  
60.01 - 65.00 ...........    40,951,842        71.5         1.32        97.06      7.744  
65.01 - 70.00 ...........    37,398,718        76.1         1.30        98.11      7.439  
70.01 - 75.00 ...........    39,468,568        78.0         1.31        95.22      7.458  
                           ------------       -----         ----       ------      -----  
TOTAL/AVG/WTD AVG .......  $180,000,000        65.5%       1.51X        97.16%     7.413% 

Weighted Average Maturity Date LTV Ratio for all Mortgage Loans: 57.4%          

-------                                                                         
(1) ARD Loans are assumed to mature on anticipated maturity date.               

(2) Occupancy rates are calculated without reference to hospitality properties  

                                                                    ANNEX A-1-11

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ALL MORTGAGED PROPERTIES BY STATE 

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                                           TOTAL           % BY TOTAL 
                                        CUT-OFF DATE      CUT-OFF DATE
                        NUMBER           PRINCIPAL         PRINCIPAL  
STATE               OF PROPERTIES         BALANCE           BALANCE   
----------------   ---------------   -----------------   -------------
                                                                      
NY .............          12         $  273,824,970           19.81%  
CA .............          31            237,265,257           17.16   
TX .............          19            182,474,421           13.20   
MA .............           8            130,374,643            9.43   
WA .............           6            106,807,060            7.73   
VA .............           5             93,761,069            6.78   
PA .............           3             53,206,364            3.85   
AZ .............           6             44,689,542            3.23   
FL .............          10             32,557,795            2.36   
GA .............           5             28,268,606            2.04   
OH .............           5             22,787,436            1.65   
KS .............           8             20,806,610            1.51   
NC .............           4             19,707,599            1.43   
IL .............           3             14,298,980            1.03   
MD .............           1             13,035,572            0.94   
TN .............           3             12,115,974            0.88   
MI .............           5             10,614,379            0.77   
CT .............           2             10,156,399            0.73   
OR .............           1              9,080,554            0.66   
LA .............           4              8,902,846            0.64   
NJ .............           2              8,726,948            0.63   
HI .............           1              8,127,803            0.59   
MN .............           1              7,949,093            0.58   
NV .............           3              7,740,216            0.56   
CO .............           2              5,743,865            0.42   
OK .............           1              4,147,089            0.30   
AL .............           1              3,479,778            0.25   
MS .............           1              2,843,710            0.21   
MO .............           1              2,794,533            0.20   
SC .............           1              2,598,191            0.19   
NH .............           1              2,322,175            0.17   
ME .............           3              1,132,891            0.08   
                          --         --------------          ------   
TOTAL: .........         159         $1,382,342,368          100.00%  

                                                                  ANNEX A-1-12

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ANNEX A                                                                         

LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C3                                        

ITALICS indicate mortgage loans secured by multiple properties.                 

                                                        [Enlarge/Download Table]

 CONTROL                                                                                                                            
   NO.                           PROPERTY NAME                                                       ADDRESS                        
====================================================================================================================================
                                                                                                                                    
1          Chrysler Building                                          405 Lexington Avenue                                          
2          Cape Cod                                                   769 Iyannough Road                                            
3          Vista Ridge Mall                                           2401 South Stemmons Freeway                                   
4          Westlake Center                                            400 Pine Street                                               
5          Shoppingtown Mall                                          3649 Erie Boulevard East                                      
6          International Place                                        1735 North Lynn Street                                        
7          Fairfax Apartments                                         2251 Pimmit Drive                                             
8          Northampton Crossings                                      State Routes 248 and 33                                       
9          Park Central                                               3110 North Central Avenue, 3115-3121 North 3rd Avenue, 241    
                                                                        West Osborn Road                                            
10         Nexus - Canyon Park Laboratory                             21720 23rd Drive Southeast                                    
11         740 South Olive Street                                     740 South Olive Street                                        
12         Sacramento Corporate Center                                501 J Street                                                  
13         Houston Galleria Portfolio                                 3131 West Loop South                                          
13a        Courtyard Galleria - Houston                               3131 West Loop South                                          
13b        Fairfield Galleria - Houston                               3131 West Loop South                                          
14         One Hoyt Street                                            One Hoyt Street                                               
15         Brentwood Place                                            11937-12015 Wilshire Boulevard                                
16         Polo Towne Crossing                                        2100-2208 Dallas Parkway                                      
17         U-Haul B Portfolio                                         Various                                                       
17a        U-Haul-Medford                                             600 Mystic Valley Parkway                                     
17b        U-Haul-Beaumont                                            3885 Milam Street                                             
17c        U-Haul-Kings Highway                                       1641 South Kings Highway                                      
17d        U-Haul-Round Rock                                          1535 Round Rock Avenue                                        
17e        U-Haul-Rockville                                           230-240 Maple Avenue                                          
17f        U-Haul-Downtown Norfolk                                    1301 Monticello Avenue                                        
18         Golden West & Gene Autrey Business Park                    1200-1558 East Katella Avenue                                 
19         Loyal Plaza                                                1915 East 3rd Street                                          
20         Food 4 Less Center-Santa Ana                               1900 North Grand Avenue                                       
21         U-Haul A Portfolio                                         Various                                                       
21a        U-Haul-Albany                                              139 Broadway                                                  
21b        U-Haul-North Rancho                                        3969 North Rancho Drive                                       
21c        U-Haul-College Station                                     2813 Texas Avenue South                                       
21d        U-Haul-Five Towns                                          20 Sheridan Boulevard                                         
21e        U-Haul-New Town                                            1200 West Fullerton                                           
21f        U-Haul-Olathe                                              12541 South Rogers Road                                       
22         Fedex Distribution Facility                                7331 Calhoun Place                                            
23         Valley Corporate Park                                      16300-16380 Roscoe Boulevard                                  
24         Comstock Office Tower                                      5300 Town & Country Blvd                                      
25         Martin Square                                              4420-4484 Weston Road                                         
26         Wichita Apartments Portfolio                               Various                                                       
26a        Battin Apartments                                          1739 South Battin Street                                      
26b        The Chalet Apartments                                      5001 East Harry                                               
26c        Linwood Apartments                                         2008 South Hydraulic Street                                   
26d        Parkwood Village Apartments                                1761 South Edgemoor                                           
26e        Southeast Village Apartments                               5001 East Harry                                               
26f        Westport Apartments                                        2526 West 31st Steet                                          
27         Homewood Suites - Billerica                                35 Middlesex Turnpike                                         
28         Food 4 Less Center-Buena Park                              105, 117, 121, 135 North Beach Boulevard and 3021 Lincoln     
                                                                        Avenue                                                      
29         Century Center North                                       3101-3111 Clairmont Road                                      
30         Home Depot                                                 12960 Foothill Boulevard                                      
31         Plaza Bank Shopping Center                                 9090 Skillman Street                                          
32         38 East 61st Street                                        38 East 61st Street                                           
33         Great Bridge Shopping Center                               237 Battlefield Boulevard                                     
34         Pony Village                                               1611 Virginia Avenue                                          
35         River Valley Plaza                                         1520 River Valley Boulevard                                   
36         Moreno Valley Corporate Center                             Cactus Avenue & Elsworth Street                               
37         Steele Creek Shopping Center                               N/E corner of York Road (NC Hwy 49) and Steele Creek Road     
                                                                        (SC Hwy 160)                                                
38         Coconut Grove Marketplace                                  75-5815 Block Alii Drive at Oneo Bay                          
39         Catersville Crossing                                       SE/c of East Main Street and US Highway 41                    
40         Homewood Suites - Bloomington                              2261 Killebrew Drive                                          
41         Food 4 Less Center-Norwalk                                 10901 Imperial Highway                                        
42         Merrill Lynch Office Building                              3401 College Boulevard                                        
43         Meadowview Square                                          2576-2600 State Route 59                                      
44         Park Place Apartments                                      101 Bridewell Street                                          
45         Food 4 Less Center-Inglewood                               3200 Century Boulevard                                        
46         Park Orangewood                                            2019-2211 West Orangewood Avenue                              
47         Enclave                                                    22619 Pacific Coast Highway                                   
48         Summittree Apartments                                      308 Plus Park Boulevard                                       
49         EST                                                        90 Fieldston Court                                            
50         Food 4 Less-West Covina                                    615 North Azusa Avenue                                        
51         East Point Plaza                                           15715 US Highway 36                                           
52         TLM Portfolio                                              Various                                                       
52a        Kentwood Plaza                                             3800 28th Street SE                                           
52b        Center South Shopping Center                               1900 South Roan Street                                        
53         Piney Green Shopping Center                                175 Freedom Way                                               
54         Ritchey Business Center                                    Ritchey Street, St. Andrews Pl., & Glenwood Pl.               
55         Long's Drugs - San Pablo                                   800 San Pablo Town Center                                     
56         Good Neighbor Apartments                                   114-122 & 126-130 East 104th Street                           
57         The Timbers Apartments                                     900 Peques Street                                             
58         Country Hills Apartments                                   66900 Ironwood Drive                                          
59         5040 Airport Office Center                                 5040 NW 7th Street                                            
60         Food 4 Less Center-Long Beach                              2185 East South Street                                        
61         Rush Walton                                                NEC of Rush and Walton Streets                                
62         Green Knolls Shopping                                      NWC of 63rd & Main Street                                     
63         Village Green Mobile Home Park                             2902 South 84th Street                                        
64         Sprout Brook Center                                        556 Route 17 North                                            
65         Food 4 Less Center-Anaheim                                 88 East Orangethorpe Avenue and 1600 North Lemon Street       
66         River Bay Plaza                                            S/E/C of U.S. Highway 301 & Gibsonton/Boyette Road            
67         Comfort Inn - JFK                                          144-44 153rd Lane                                             
68         Sentry Station                                             2535 Battlefield Parkway                                      
69         10 Atlantic Portfolio                                      Various                                                       
69a        10 Atlantic Avenue                                         10 Atlantic Avenue                                            
69b        85 Terrace Hall Avenue                                     85 Terrace Hall Avenue                                        
69c        217 Middlesex Turnpike                                     217 Middlesex Turnpike                                        
70         Pacific Corporate Center                                   9210-9314 Norwalk Boulevard                                   
71         Rite Aid - Ramona                                          1670 Main Street                                              
72         Cottonwood Creek Apartments                                3149 E. Desert Inn Road                                       
73         University Hills Apartments                                140, 160, 180 and 200 Big Springs Road                        
74         Park Plaza Shopping Center                                 1120 East 10th Street                                         
75         Mid America Business Park Building 1                       8001 Mid America Boulevard                                    
76         400 Chisolm                                                400 Chisolm Place                                             
77         Palomar Business Park                                      2380-2382 Camino Vida Roble & 6353 El Camino Real             
78         Overlook Apartments                                        3158 Steele Street                                            
79         1260 Silas Deane Highway                                   1260 Silas Deane Highway                                      
80         319 East 8th Street                                        319 East 8th Street                                           
81         The Eagle Vail Industrial Center                           41266 US Highway 6 & 24                                       
82         CVS Plaza                                                  217 Main Street                                               
83         260 Cochituate Road                                        260 Cochituate Road                                           
84         Executive Center                                           900 & 917 Western America Circle                              
85         Lakeside Village                                           2310 70th Street                                              
86         Lancer Square Shopping Center                              3203-3285 Independence Parkway                                
87         1 Cupania Circle                                           One Cupania Circle                                            
88         Sunrise Plaza                                              6105-6185 West Sunrise Boulevard                              
89         Woodman Plaza                                              4730 Woodman Avenue                                           
90         Fairfield Inn - Scottsdale                                 5101 N. Scottsdale Road                                       
91         Fairfield Inn - Dallas                                     1575 Regal Row                                                
92         El Cortijo Shopping Center                                 3001 East Skyline Drive                                       
93         Lakeview Centre                                            11900-11930 Whitmore Lake Road                                
94         Kariotis Mobile Home Park                                  3060 NE McWilliams Rd.                                        
95         Van Nuys                                                   7203-7219 Van Nuys Boulevard and 14505-14523 Sherman Way      
96         Expressway Center                                          3845-3895 North Perris Boulevard & 85-185 Ramona Expressway   
97         Quail Ridge                                                2187 Gauthier Road                                            
98         Amber Vista Apartments                                     1901 E 15th Street                                            
99         Wal-Mart Brookhaven                                        958 Brookhaven Boulevard                                      
100        Walgreens - Bellingham                                     4090 Guide Meridian                                           
101        Walgreen's                                                 1011 West MacArthur Drive                                     
102        Wal-Mart Crowley                                           753 Odd Fellows Road                                          
103        LaSombra Apartments                                        1400 E. Crosby Road                                           
104        Trolley Square                                             1525 Old Trolley Road                                         
105        Sherwood Forest & Lamplighter Mobile Home Parks            Various                                                       
105a       Sherwood Forest Mobile Home Park                           400 Cousins Lane                                              
105b       Lamplighter Mobile Home Park                               2206 Wesley Drive                                             
106        Honey Hill Plaza                                           19701-19747 Douglas Road                                      
107        Super K Local Shops                                        SWC Military Highway & International Boulevard                
108        Plaza Del Rio                                              7607 East McDowell Road                                       
109        Wellington Business Park                                   5 Dartmouth Road                                              
110        Atwater Court                                              4550 and 4560 Atwater Court                                   
111        The Chase Bank Building                                    8799 North Loop East                                          
112        Steele Creek Mobile Home Park                              9200 Old Military Road                                        
113        Montbello Centre                                           4665 Paris Street                                             
114        San Vicente Apartments                                     936 N. San Vicente Boulevard                                  
115        Shoppes at Jones Bridge                                    9950 Jones Bridge Road                                        
116        Desert Cove Industrial Center                              2224-2240 West Desert Cove                                    
117        Creston Apartments                                         901 Rupp Avenue, 33 William Penn Drive and 4412 & 4420        
                                                                        Gettysburg Road                                             
118        Ninety East Mobile Home Park                               6675 Highway 90 East                                          
119        Cooper Marketplace                                         825 South Cooper Road                                         
120        Navajo Office Park                                         7183-7189 Navajo Road                                         
121        Darling Apartments                                         100-150 East University Boulevard                             
122        Newtowne Center                                            2512-2620 E. Grand River Road                                 
123        Kelbourne Apartments                                       250 Jeanell Drive                                             
124        Tarrybrooke Square                                         2835 Military Trail                                           
125        Park South Apartments                                      200, 700 & 800 Park South Boulevard and 102 Park South Court  
126        Wal-Mart Lafayette                                         1215 N.W. Evangeline Thruway                                  
127        1864-1870 North Vermont Avenue                             1864-1870 North Vermont Avenue                                
128        ABC Plaza                                                  1345-1363 Mall Drive                                          
129        Stoneybrook Mobile Home Park                               New York State Route 26                                       
130        6341 Thompson Rd                                           6341 Thompson Road                                            
131        Ames Portfolio                                             Various                                                       
131a       Hidden Acres Manufactured Home Community                   60 Jones Street                                               
131b       Meadowridge Manufactured Home Community                    Smithfield Road                                               
131c       Riverside Terrace Manufactured Home Community              Parkman Hill Road                                             
132        614 Massachusetts Avenue                                   614 Massachusetts Avenue                                      
133        Edgewater & Edgewood Portfolio                             Various                                                       
133a       Edgewater Park                                             7507 Wahl Road                                                
133b       Edgewood Estates                                           76 North Ford Road                                            
134        Azure Lane Apartments and Ridgewood Avenue Apartments      Various                                                       
134a       Azure Lane Apartments                                      304 Azure Lane                                                
134b       Ridgewood Avenue Apartments                                6100 Ridgewood Avenue                                         
135        301 Northwest 32nd Court                                   301 Northwest 32nd Court                                      


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                                                        [Enlarge/Download Table]

                                                                   CROSS            ORIGINAL      CUT-OFF DATE     % OF AGGREGATE   
 CONTROL                                                      COLLATERALIZED         BALANCE        BALANCE         CUT-OFF DATE    
   NO.               CITY             STATE     ZIP               GROUPS               ($)            ($)              BALANCE      
====================================================================================================================================
                                                                                                                                    
1          New York                 NY           10174                             180,000,000    180,000,000             13.02     
2          Hyannis                  MA           02601                             100,000,000     99,694,017              7.21     
3          Lewisville (Dallas MSA)  TX           75067                              90,000,000     89,771,643              6.49     
4          Seattle                  WA           98101                              71,000,000     70,718,479              5.12     
5          DeWitt                   NY           13214                              43,500,000     43,451,161              3.14     
6          Arlington                VA           22209                              41,000,000     40,951,842              2.96     
7          Falls Church             VA           22043                              39,500,000     39,468,568              2.86     
8          Lower Nazareth Township  PA           18045                              37,500,000     37,398,718              2.71     
9          Phoenix                  AZ           85013                              32,500,000     32,368,404              2.34     
10         Bothell                  WA           98021                              23,275,000     23,167,988              1.68     
11         Los Angeles              CA           90014                              22,230,000     22,213,927              1.61     
12         Sacramento               CA           95814                              22,250,000     22,211,330              1.61     
13         Houston                  TX           77027     Yes - FelCor/Interstate  18,750,000     18,689,144              1.35     
13a        Houston                  TX           77027                                                                              
13b        Houston                  TX           77027                                                                              
14         Brooklyn                 NY           11201                              18,000,000     17,987,675              1.30     
15         Los Angeles              CA           90025                              17,600,000     17,576,907              1.27     
16         Plano                    TX           75093                              17,250,000     17,213,133              1.25     
17         Various                  Various    Various     Yes - U-Haul             16,485,000     16,474,117              1.19     
17a        Somerville               MA           02143                                                                              
17b        Beaumont                 TX           77701                                                                              
17c        St. Louis                MI           63110                                                                              
17d        Round Rock               TX           78681                                                                              
17e        Rockville Centre         NY           11570                                                                              
17f        Norfolk                  VA           23510                                                                              
18         Anaheim                  CA           92805                              15,500,000     15,465,245              1.12     
19         Loyalsock Township       PA           17701                              14,000,000     13,988,926              1.01     
20         Santa Ana                CA           92705                              13,700,000     13,690,193              0.99     
21         Various                  Various    Various     Yes - U-Haul             13,515,000     13,506,078              0.98     
21a        Albany                   NY           12202                                                                              
21b        Las Vegas                NV           89130                                                                              
21c        College Station          TX           77840                                                                              
21d        Inwood                   NY           11696                                                                              
21e        Chicago                  IL           60614                                                                              
21f        Olathe                   KS           66062                                                                              
22         Rockville                MD           20855                              13,050,000     13,035,572              0.94     
23         Van Nuys                 CA           91406                              12,750,000     12,732,674              0.92     
24         Frisco                   TX           75252                              12,600,000     12,573,686              0.91     
25         Davie                    FL           33331                              12,560,000     12,538,464              0.91     
26         Wichita                  KS         Various     Yes - Wichita            12,000,000     11,888,024              0.86     
26a        Wichita                  KS           67218                                                                              
26b        Wichita                  KS           67218                                                                              
26c        Wichita                  KS           67211                                                                              
26d        Wichita                  KS           67218                                                                              
26e        Wichita                  KS           67218                                                                              
26f        Wichita                  KS           67217                                                                              
27         Billerca                 MA           01821     Yes - Homewood           11,800,000     11,724,912              0.85     
28         Anaheim                  CA           92801                              11,300,000     11,291,911              0.82     
29         Atlanta                  GA           30329                              11,200,000     11,191,554              0.81     
30         San Fernando             CA           91342                              10,700,000     10,678,269              0.77     
31         Dallas                   TX           75243                              10,450,000     10,427,973              0.75     
32         New York                 NY           10021                               9,550,000      9,543,260              0.69     
33         Chesapeake               VA           23322                               9,500,000      9,479,743              0.69     
34         North Bend               OR           97459                               9,100,000      9,080,554              0.66     
35         Lancaster                OH           43130                               8,575,000      8,563,026              0.62     
36         Moreno Valley            CA           90303                               8,537,550      8,537,550              0.62     
37         Charlotte                NC           28278                               8,390,000      8,379,185              0.61     
38         Kailua-Kona              HI           96745                               8,150,000      8,127,803              0.59     
39         Catersville              GA           30121                               8,080,000      8,069,264              0.58     
40         Bloomington              MN           55425     Yes - Homewood            8,000,000      7,949,093              0.58     
41         Norwalk                  CA           90650                               7,700,000      7,694,488              0.56     
42         Leawood                  KS           66206                               7,600,000      7,594,461              0.55     
43         Kent                     OH           44266                               7,550,000      7,529,303              0.54     
44         Los Angeles              CA           90042                               7,400,000      7,393,934              0.53     
45         Inglewood                CA           90303                               6,960,000      6,955,018              0.50     
46         Orange                   CA           92868                               6,850,000      6,835,293              0.49     
47         Malibu                   CA           90265                               6,800,000      6,781,634              0.49     
48         Nashville                TN           37217                               6,300,000      6,300,000              0.46     
49         Cheshire                 CT           06410                               6,300,000      6,295,773              0.46     
50         West Covina              CA           91790                               6,000,000      5,995,705              0.43     
51         Marysville               OH           43040                               5,950,000      5,926,476              0.43     
52         Various                  Various    Various     Yes - TLM                 5,900,000      5,900,000              0.43     
52a        Kentwood                 MI           49508                                                                              
52b        Johnson City             TN           37601                                                                              
53         Midway Park              NC           28544                               5,600,000      5,588,359              0.40     
54         Santa Ana                CA           92705                               5,525,000      5,518,612              0.40     
55         San Pablo                CA           94806                               5,785,239      5,452,834              0.39     
56         New York                 NY           10029                               5,425,000      5,401,494              0.39     
57         San Marcus               TX           78666                               5,250,000      5,250,000              0.38     
58         Desert Hot Springs       CA           92440                               5,200,000      5,200,000              0.38     
59         Miami                    FL           33126                               5,150,000      5,146,170              0.37     
60         Long Beach               CA           90805                               5,120,000      5,116,335              0.37     
61         Chicago                  IL           60611                               5,100,000      5,095,786              0.37     
62         Downers Grove            IL           60415                               5,080,917      5,080,917              0.37     
63         Lakewood                 WA           98499                               5,050,000      5,036,018              0.36     
64         Paramus                  NJ           07652                               5,000,000      4,989,546              0.36     
65         Anaheim                  CA           92801                               4,900,000      4,878,962              0.35     
66         Riverview                FL           33569                               4,800,000      4,796,660              0.35     
67         Jamaica                  NY           11430                               4,750,000      4,745,221              0.34     
68         Fort Oglethorpe          GA           30742                               4,725,000      4,719,047              0.34     
69         Various                  MA         Various     Yes - Atlantic            4,695,000      4,647,512              0.34     
69a        Woburn                   MA           01801                                                                              
69b        Burlington               MA           01803                                                                              
69c        Burlington               MA           01803                                                                              
70         Santa Fe Springs         CA           90670                               4,625,000      4,612,571              0.33     
71         Ramona                   CA           92065                               4,887,529      4,606,704              0.33     
72         Las Vegas                NV           89121                               4,400,000      4,387,637              0.32     
73         Riverside                CA           92507                               4,300,000      4,296,632              0.31     
74         Roanoke Rapids           NC           27870                               4,275,000      4,266,119              0.31     
75         Oklahoma City            OK           73135                               4,150,000      4,147,089              0.30     
76         Plano                    TX           75075                               4,100,000      4,096,939              0.30     
77         Carlsbad                 CA           92009                               4,050,000      4,040,878              0.29     
78         Memphis                  TN           38127                               4,000,000      3,994,986              0.29     
79         Wethersfield             CT           06109                               3,865,000      3,860,626              0.28     
80         New York                 NY           10009                               3,800,000      3,794,938              0.27     
81         Avon                     CO           81620                               3,750,000      3,745,300              0.27     
82         West Orange              NJ           07052                               3,740,000      3,737,403              0.27     
83         Framingham               MA           01701                               3,550,000      3,545,342              0.26     
84         Mobile                   AL           36609                               3,500,000      3,479,778              0.25     
85         Lubbock                  TX           79412                               3,450,000      3,440,566              0.25     
86         Plano                    TX           75075                               3,300,000      3,296,042              0.24     
87         Monterey Park            CA           91755                               3,300,000      3,295,874              0.24     
88         Sunrise                  FL           33313                               3,300,000      3,295,493              0.24     
89         Sherman Oaks             CA           91423                               3,300,000      3,295,414              0.24     
90         Scottsdale               AZ           85250     Yes - FelCor/Interstate   3,300,000      3,289,289              0.24     
91         Dallas                   TX           75247     Yes - FelCor/Interstate   3,250,000      3,239,452              0.23     
92         Tucson                   AZ           85718                               3,100,000      3,087,258              0.22     
93         Whitmore Lake            MI           48189                               3,050,000      3,043,660              0.22     
94         Bremerton                WA           98311                               3,050,000      3,043,376              0.22     
95         Van Nuys                 CA           91405                               3,000,000      2,996,632              0.22     
96         Perris                   CA           92571                               3,000,000      2,989,677              0.22     
97         Lake Charles             LA           70607                               2,980,000      2,976,303              0.22     
98         Plano                    TX           75074                               2,900,000      2,895,017              0.21     
99         Brookhaven               MS           39601                               2,850,000      2,843,710              0.21     
100        Bellingham               WA           98226                               2,800,000      2,796,874              0.20     
101        Webb City                MO           64870                               2,798,000      2,794,533              0.20     
102        Crowley                  LA           70526                               2,700,000      2,694,042              0.19     
103        Carrollton               TX           75006                               2,625,000      2,625,000              0.19     
104        Summerville              SC           29485                               2,600,000      2,598,191              0.19     
105        Arlington                TX           76012     Yes  - Sherwood           2,500,000      2,495,168              0.18     
105a       Arlington                TX           76012                                                                              
105b       Arlington                TX           76012                                                                              
106        Carol City               FL           33056                               2,500,000      2,493,693              0.18     
107        Norfolk                  VA           23513                               2,425,000      2,421,866              0.18     
108        Scottsdale               AZ           85257                               2,400,000      2,394,811              0.17     
109        Auburn                   NH           03032                               2,325,000      2,322,175              0.17     
110        Buford                   GA           30518                               2,300,000      2,295,356              0.17     
111        Houston                  TX           77029                               2,190,000      2,188,482              0.16     
112        Silverdale               WA           98311                               2,050,000      2,044,324              0.15     
113        Denver                   CO           80239                               2,000,000      1,998,565              0.14     
114        West Hollywood           CA           90069                               2,000,000      1,994,490              0.14     
115        Alpharetta               GA           30022                               2,000,000      1,993,385              0.14     
116        Phoenix                  AZ           85029                               1,883,000      1,881,684              0.14     
117        Camp Hill                PA           17011                               1,825,000      1,818,720              0.13     
118        Lake Charles             LA           70615                               1,763,000      1,760,756              0.13     
119        Gilbert                  AZ           85233                               1,670,000      1,668,095              0.12     
120        San Diego                CA           92119                               1,625,000      1,622,953              0.12     
121        Melbourne                FL           32901                               1,600,000      1,593,653              0.12     
122        Howell                   MI           48843                               1,525,000      1,519,983              0.11     
123        Carson City              NV           89703                               1,500,000      1,498,804              0.11     
124        West Palm Beach          FL           33415                               1,500,000      1,496,947              0.11     
125        Arden                    NC           28704                               1,481,000      1,473,936              0.11     
126        Lafayette                LA           70501                               1,475,000      1,471,745              0.11     
127        Los Angeles              CA           90027                               1,295,000      1,292,608              0.09     
128        Benton Harbor            MI           49022                               1,275,000      1,272,186              0.09     
129        Lee                      NY           13363                               1,225,000      1,223,504              0.09     
130        Dewitt                   NY           13214                               1,150,000      1,147,031              0.08     
131        Various                  ME         Various     Yes - Ames                1,134,000      1,132,891              0.08     
131a       Madison                  ME           04950                                                                              
131b       Norridgewock             ME           04957                                                                              
131c       Skowhegan                ME           04976                                                                              
132        Boston                   MA           02118                               1,025,000      1,024,294              0.07     
133        Various                  OH         Various     Yes  - Edgewater            770,000        768,631              0.06     
133a       Vickery                  OH           43464                                                                              
133b       Mansfield                OH           44905                                                                              
134        Cocoa Beach              FL           32931     Yes - Azure                 700,000        697,052              0.05     
134a       Cocoa Beach              FL           32931                                                                              
134b       Cocoa Beach              FL           32931                                                                              
135        Pompano Beach            FL           33064                                 500,000        499,665              0.04     


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            CUMULATIVE %               ADMINISTRATIVE   INTEREST                            ORIGINAL         REMAINING         
 CONTROL   OF INITIAL POOL  MORTGAGE        COST        ACCRUAL     AMORTIZATION         INTEREST-ONLY     INTEREST-ONLY       
   NO.         BALANCE      RATE (%)      RATE (%)       METHOD         TYPE             PERIOD (MOS.)       PERIOD (MOS.)     
===============================================================================================================================
                                                                                                                               
1                13.02       6.910          0.1009     Act/360      Interest-Only, ARD            24               23          
2                20.23       6.797          0.1009     Act/360      Balloon                        0                0          
3                26.73       6.870          0.1009      30/360      ARD                            0                0          
4                31.84       7.890          0.1009     Act/360      ARD                            0                0          
5                34.99       8.000          0.1009     Act/360      Balloon                        0                0          
6                37.95       7.830          0.1009     Act/360      ARD                            0                0          
7                40.80       7.150          0.1009     Act/360      Balloon                        0                0          
8                43.51       7.310          0.1009     Act/360      ARD                            0                0          
9                45.85       8.290          0.1009     Act/360      ARD                            0                0          
10               47.53       7.750          0.1009     Act/360      ARD                            0                0          
11               49.13       7.630          0.1009     Act/360      ARD                            0                0          
12               50.74       8.150          0.1009     Act/360      Balloon                        0                0          
13               52.09       7.476          0.1009     Act/360      Balloon                        0                0          
13a                                                                                                                            
13b                                                                                                                            
14               53.39       7.900          0.1009     Act/360      ARD                            0                0          
15               54.67       7.400          0.1009     Act/360      Balloon                        0                0          
16               55.91       7.280          0.1009     Act/360      ARD                            0                0          
17               57.10       8.080          0.1009     Act/360      ARD                            0                0          
17a                                                                                                                            
17b                                                                                                                            
17c                                                                                                                            
17d                                                                                                                            
17e                                                                                                                            
17f                                                                                                                            
18               58.22       7.070          0.1209     Act/360      Balloon                        0                0          
19               59.23       7.180          0.1009     Act/360      Balloon                        0                0          
20               60.22       7.680          0.1009     Act/360      Balloon                        0                0          
21               61.20       8.080          0.1009     Act/360      ARD                            0                0          
21a                                                                                                                            
21b                                                                                                                            
21c                                                                                                                            
21d                                                                                                                            
21e                                                                                                                            
21f                                                                                                                            
22               62.14       7.690          0.1009     Act/360      Balloon                        0                0          
23               63.07       7.260          0.1009     Act/360      Balloon                        0                0          
24               63.97       7.380          0.1009     Act/360      Balloon                        0                0          
25               64.88       7.490          0.1009     Act/360      ARD                            0                0          
26               65.74       8.700          0.1009     Act/360      Balloon                        0                0          
26a                                                                                                                            
26b                                                                                                                            
26c                                                                                                                            
26d                                                                                                                            
26e                                                                                                                            
26f                                                                                                                            
27               66.59       7.840          0.1009     Act/360      Balloon                        0                0          
28               67.41       7.680          0.1009     Act/360      Balloon                        0                0          
29               68.22       7.420          0.1209     Act/360      Balloon                        0                0          
30               68.99       7.500          0.1009     Act/360      ARD                            0                0          
31               69.74       7.340          0.1009     Act/360      Balloon                        0                0          
32               70.43       7.750          0.1009     Act/360      ARD                            0                0          
33               71.12       7.290          0.1209     Act/360      Balloon                        0                0          
34               71.78       7.350          0.1009     Act/360      Balloon                        0                0          
35               72.40       7.150          0.1009     Act/360      Balloon                        0                0          
36               73.01       7.650          0.1009     Act/360      Balloon                        0                0          
37               73.62       7.470          0.1309     Act/360      Balloon                        0                0          
38               74.21       7.420          0.1009     Act/360      Balloon                        0                0          
39               74.79       7.350          0.1009     Act/360      Balloon                        0                0          
40               75.37       7.840          0.1009     Act/360      Balloon                        0                0          
41               75.92       7.680          0.1009     Act/360      Balloon                        0                0          
42               76.47       7.590          0.1009     Act/360      ARD                            0                0          
43               77.02       7.250          0.1009     Act/360      Balloon                        0                0          
44               77.55       7.000          0.1009     Act/360      Balloon                        0                0          
45               78.05       7.680          0.1009     Act/360      Balloon                        0                0          
46               78.55       7.260          0.1209     Act/360      Balloon                        0                0          
47               79.04       7.310          0.1009     Act/360      Balloon                        0                0          
48               79.50       7.460          0.1009     Act/360      Balloon                        0                0          
49               79.95       8.000          0.1009     Act/360      ARD                            0                0          
50               80.38       7.680          0.1009     Act/360      Balloon                        0                0          
51               80.81       7.250          0.1009     Act/360      Balloon                        0                0          
52               81.24       7.860          0.1009     Act/360      ARD                            0                0          
52a                                                                                                                            
52b                                                                                                                            
53               81.64       7.400          0.1009     Act/360      Balloon                        0                0          
54               82.04       7.890          0.1309     Act/360      Balloon                        0                0          
55               82.44       6.739          0.1009      30/360      Balloon                        0                0          
56               82.83       7.310          0.1009     Act/360      Balloon                        0                0          
57               83.21       7.140          0.1009     Act/360      Balloon                        0                0          
58               83.59       7.040          0.1309     Act/360      Balloon                        0                0          
59               83.96       7.490          0.1009     Act/360      Balloon                        0                0          
60               84.33       7.680          0.1009     Act/360      Balloon                        0                0          
61               84.70       6.960          0.1009     Act/360      Balloon                        0                0          
62               85.06       7.580          0.1209     Act/360      Balloon                        0                0          
63               85.43       7.210          0.1009     Act/360      Balloon                        0                0          
64               85.79       7.375          0.1009     Act/360      Balloon                        0                0          
65               86.14       7.530          0.1009     Act/360      Balloon                        0                0          
66               86.49       7.820          0.1209     Act/360      Balloon                        0                0          
67               86.83       8.270          0.1009     Act/360      Balloon                        0                0          
68               87.17       7.560          0.1209     Act/360      Balloon                        0                0          
69               87.51       8.550          0.1009     Act/360      Balloon                        0                0          
69a                                                                                                                            
69b                                                                                                                            
69c                                                                                                                            
70               87.84       7.330          0.1209     Act/360      Balloon                        0                0          
71               88.18       6.739          0.1009      30/360      Balloon                        0                0          
72               88.49       7.150          0.1009     Act/360      Balloon                        0                0          
73               88.80       7.230          0.1009     Act/360      Balloon                        0                0          
74               89.11       7.500          0.1309     Act/360      Balloon                        0                0          
75               89.41       7.780          0.1009     Act/360      Balloon                        0                0          
76               89.71       7.470          0.1209     Act/360      Balloon                        0                0          
77               90.00       7.050          0.1209     Act/360      Balloon                        0                0          
78               90.29       7.580          0.1009     Act/360      Balloon                        0                0          
79               90.57       7.970          0.1009     Act/360      ARD                            0                0          
80               90.85       7.340          0.1009     Act/360      ARD                            0                0          
81               91.12       7.580          0.1009     Act/360      Balloon                        0                0          
82               91.39       7.830          0.1009     Act/360      ARD                            0                0          
83               91.64       7.400          0.1009     Act/360      Balloon                        0                0          
84               91.89       7.500          0.1209     Act/360      Balloon                        0                0          
85               92.14       7.260          0.1009     Act/360      Balloon                        0                0          
86               92.38       7.750          0.1009     Act/360      ARD                            0                0          
87               92.62       7.590          0.1009     Act/360      Balloon                        0                0          
88               92.86       7.240          0.1009     Act/360      Balloon                        0                0          
89               93.10       7.170          0.1009     Act/360      Balloon                        0                0          
90               93.34       7.476          0.1009     Act/360      Balloon                        0                0          
91               93.57       7.476          0.1009     Act/360      Balloon                        0                0          
92               93.79       7.590          0.1009     Act/360      Balloon                        0                0          
93               94.01       7.400          0.1209     Act/360      Balloon                        0                0          
94               94.23       7.210          0.1009     Act/360      Balloon                        0                0          
95               94.45       8.000          0.1009     Act/360      ARD                            0                0          
96               94.67       7.950          0.1009     Act/360      ARD                            0                0          
97               94.88       7.620          0.1009     Act/360      Balloon                        0                0          
98               95.09       7.480          0.1309     Act/360      Balloon                        0                0          
99               95.30       7.140          0.1009     Act/360      Balloon                        0                0          
100              95.50       7.630          0.1009     Act/360      Balloon                        0                0          
101              95.70       7.625          0.1009     Act/360      Balloon                        0                0          
102              95.90       7.140          0.1009     Act/360      Balloon                        0                0          
103              96.09       7.140          0.1009     Act/360      Balloon                        0                0          
104              96.27       7.820          0.1009     Act/360      Balloon                        0                0          
105              96.45       7.875          0.1009     Act/360      Balloon                        0                0          
105a                                                                                                                           
105b                                                                                                                           
106              96.63       7.580          0.1209     Act/360      Balloon                        0                0          
107              96.81       7.460          0.1009     Act/360      Balloon                        0                0          
108              96.98       7.230          0.1009     Act/360      Balloon                        0                0          
109              97.15       7.700          0.1009     Act/360      Balloon                        0                0          
110              97.32       7.525          0.1009     Act/360      Balloon                        0                0          
111              97.48       7.840          0.1009     Act/360      Balloon                        0                0          
112              97.62       7.210          0.1009     Act/360      Balloon                        0                0          
113              97.77       7.670          0.1209     Act/360      Balloon                        0                0          
114              97.91       7.230          0.1009     Act/360      Balloon                        0                0          
115              98.06       7.370          0.1209     Act/360      Balloon                        0                0          
116              98.19       7.800          0.1009     Act/360      Balloon                        0                0          
117              98.32       7.950          0.1009     Act/360      Balloon                        0                0          
118              98.45       7.520          0.1009     Act/360      Balloon                        0                0          
119              98.57       7.940          0.1009     Act/360      Balloon                        0                0          
120              98.69       7.560          0.1009     Act/360      Balloon                        0                0          
121              98.80       8.375          0.1009     Act/360      Balloon                        0                0          
122              98.91       7.400          0.1209     Act/360      Balloon                        0                0          
123              99.02       7.140          0.1009     Act/360      Balloon                        0                0          
124              99.13       7.490          0.1209     Act/360      Balloon                        0                0          
125              99.24       7.590          0.1009     Act/360      Balloon                        0                0          
126              99.34       7.140          0.1009     Act/360      Balloon                        0                0          
127              99.44       7.900          0.1009     Act/360      Balloon                        0                0          
128              99.53       7.140          0.1009     Act/360      Balloon                        0                0          
129              99.62       7.680          0.1009     Act/360      Balloon                        0                0          
130              99.70       7.490          0.1009     Act/360      Balloon                        0                0          
131              99.78       8.500          0.1009     Act/360      Balloon                        0                0          
131a                                                                                                                           
131b                                                                                                                           
131c                                                                                                                           
132              99.86       7.870          0.1009     Act/360      Balloon                        0                0          
133              99.91       8.300          0.1009     Act/360      Balloon                        0                0          
133a                                                                                                                           
133b                                                                                                                           
134              99.96       8.125          0.1009     Act/360      Balloon                        0                0          
134a                                                                                                                           
134b                                                                                                                           
135             100.00       8.000          0.1009     Act/360      Balloon                        0                0          


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                 ORIGINAL            REMAINING          ORIGINAL        REMAINING                     MATURITY OR                   
 CONTROL         TERM TO             TERM TO         AMORTIZATION     AMORTIZATION     ORIGINATION    ANTICIPATED         BALLOON   
   NO.        MATUIRITY (MOS.)    MATUIRITY (MOS.)     TERM (MOS.)      TERM (MOS.)         DATE     REPAYMENT DATE     BALANCE ($) 
====================================================================================================================================
                                                                                                                                    
1                   121                 120              360              360              6/20/01      07/11/11        158,522,003 
2                   120                 116              360              356              2/28/01      03/11/11         86,748,343 
3                   120                 117              360              357               4/5/01      04/11/11         76,993,377 
4                   121                 115              360              354              12/7/00      02/11/11         63,216,634 
5                   120                 118              360              358               5/1/01      05/11/11         38,908,313 
6                   120                 118              360              358              4/19/01      05/11/11         36,522,227 
7                    60                  59              360              359               6/5/01      06/11/06         37,480,767 
8                   120                 116              360              356               3/9/01      03/11/11         32,974,226 
9                   120                 113              360              353             11/13/00      12/11/10         29,256,259 
10                  120                 113              360              353              12/1/00      12/11/10         20,685,017 
11                  120                 119              360              359               6/8/01      06/11/11         19,701,698 
12                  120                 117              360              357              3/12/01      04/11/11         19,969,235 
13                  120                 117              300              297              3/27/01      04/11/11         15,218,403 
13a                                                                                                                                 
13b                                                                                                                                 
14                  120                 119              360              359              5/22/01      06/11/11         16,058,423 
15                  120                 118              360              358              4/30/01      05/11/11         15,511,012 
16                  120                 117              360              357              3/30/01      04/11/11         15,154,072 
17                  121                 120              360              359               6/8/01      07/11/11         14,747,735 
17a                                                                                                                                 
17b                                                                                                                                 
17c                                                                                                                                 
17d                                                                                                                                 
17e                                                                                                                                 
17f                                                                                                                                 
18                   60                  57              360              357              3/15/01      04/11/06         14,694,255 
19                  120                 119              360              359              5/31/01      06/11/11         12,266,761 
20                  120                 119              360              359              5/31/01      06/11/11         12,156,868 
21                  121                 120              360              359               6/8/01      07/11/11         12,090,727 
21a                                                                                                                                 
21b                                                                                                                                 
21c                                                                                                                                 
21d                                                                                                                                 
21e                                                                                                                                 
21f                                                                                                                                 
22                  120                 119              300              299              5/21/01      06/11/11         10,659,244 
23                   60                  58              360              358               5/1/01      05/11/06         12,114,111 
24                  120                 117              360              357               4/3/01      04/11/11         11,097,435 
25                  120                 118              324              322               5/2/01      05/11/11         10,610,579 
26                  120                 102              360              342             12/22/99      01/01/10         10,906,416 
26a                                                                                                                                 
26b                                                                                                                                 
26c                                                                                                                                 
26d                                                                                                                                 
26e                                                                                                                                 
26f                                                                                                                                 
27                  120                 114              300              294             12/20/00      01/01/11          9,676,588 
28                  120                 119              360              359              5/31/01      06/11/11         10,027,198 
29                   60                  59              360              359               6/1/01      06/11/06         10,659,864 
30                  120                 117              360              357              3/26/01      04/11/11          9,452,673 
31                  120                 117              360              357              3/30/01      04/11/11          9,194,434 
32                  120                 119              360              359              5/23/01      06/11/11          8,488,901 
33                  120                 117              360              357              3/13/01      04/11/11          8,347,868 
34                   84                  82              300              298              4/24/01      05/11/08          8,023,376 
35                  120                 118              360              358              4/17/01      05/11/11          7,508,657 
36                  118                 118              344              344               7/3/01      05/11/11          7,460,823 
37                  120                 118              360              358              4/17/01      05/11/11          7,407,303 
38                  120                 117              324              321              3/27/01      04/11/11          6,870,582 
39                  120                 118              360              358              4/12/01      05/11/11          7,111,886 
40                  120                 114              300              294             12/20/00      01/01/11          6,560,399 
41                  120                 119              360              359              5/31/01      06/11/11          6,832,693 
42                  120                 119              360              359               6/6/01      06/11/11          6,728,932 
43                  120                 116              360              356              2/14/01      03/11/11          6,628,551 
44                   60                  59              360              359              5/17/01      06/11/06          7,009,512 
45                  120                 119              360              359              5/31/01      06/11/11          6,176,045 
46                   84                  81              360              357              3/19/01      04/11/08          6,332,802 
47                  120                 116              360              356               3/2/01      03/11/11          5,979,327 
48                  120                 120              360              360              6/15/01      07/11/11          5,560,488 
49                  120                 119              360              359               6/1/01      06/11/11          5,633,936 
50                  120                 119              360              359              5/31/01      06/11/11          5,324,175 
51                  120                 115              360              355               2/8/01      02/11/11          5,220,326 
52                  120                 120              360              360              6/12/01      07/11/11          5,257,384 
52a                                                                                                                                 
52b                                                                                                                                 
53                  120                 117              360              357               4/6/01      04/11/11          4,934,703 
54                  120                 118              360              358              4/30/01      05/11/11          4,928,758 
55                  264                 224              300              260              2/13/98      03/10/20          1,302,378 
56                  120                 116              300              296              2/27/01      03/11/11          4,381,948 
57                   60                  60              360              360              6/25/01      07/11/06          4,981,269 
58                   60                  60              360              360              6/25/01      07/11/06          4,928,117 
59                  120                 119              360              359              5/18/01      06/11/11          4,548,339 
60                  120                 119              360              359              5/31/01      06/11/11          4,543,297 
61                   60                  59              360              359               6/1/01      06/11/06          4,828,612 
62                   78                  78              353              353              6/29/01      01/11/08          4,736,802 
63                  120                 116              360              356              2/14/01      03/11/11          4,429,073 
64                  120                 117              360              357              3/15/01      04/11/11          4,403,183 
65                  120                 119              144              143              5/31/01      06/11/11          1,208,005 
66                  120                 119              360              359              5/18/01      06/11/11          4,273,963 
67                  120                 119              300              299               6/1/01      06/11/11          3,945,262 
68                  120                 118              360              358               5/9/01      05/11/11          4,181,023 
69                  120                 101              360              341             11/12/99      12/01/09          4,253,780 
69a                                                                                                                                 
69b                                                                                                                                 
69c                                                                                                                                 
70                   60                  56              360              356              2/21/01      03/01/06          4,397,863 
71                  264                 224              300              260              2/13/98      03/10/20          1,100,285 
72                  120                 116              360              356               3/8/01      03/11/11          3,852,967 
73                   60                  59              360              359               6/1/01      06/11/06          4,083,914 
74                  120                 118              300              298              4/27/01      05/11/11          3,472,809 
75                  120                 119              360              359              6/27/01      06/11/11          3,691,600 
76                   60                  59              360              359              5/25/01      06/11/06          3,904,425 
77                   60                  57              360              357               3/5/01      04/01/06          3,838,574 
78                  120                 118              360              358              4/17/01      05/11/11          3,541,259 
79                  120                 118              360              358              4/30/01      05/11/11          3,454,545 
80                  120                 118              360              358               5/8/01      05/11/11          3,343,843 
81                  120                 118              360              358              4/16/01      05/11/11          3,319,930 
82                  120                 119              360              359               6/4/01      06/11/11          3,330,939 
83                   84                  82              360              358               5/3/01      05/11/08          3,289,821 
84                  120                 115              300              295              1/17/01      02/11/11          2,841,016 
85                  120                 116              360              356               3/2/01      03/11/11          3,029,723 
86                  120                 118              360              358              4/24/01      05/11/11          2,933,857 
87                  120                 118              360              358              4/17/01      05/11/11          2,922,269 
88                   84                  82              360              358              5/11/01      05/11/08          3,050,038 
89                   60                  58              360              358              4/23/01      05/11/06          3,132,203 
90                  120                 117              300              297              3/27/01      04/11/11          2,678,438 
91                  120                 117              300              297              3/27/01      04/11/11          2,637,857 
92                  120                 116              300              296              2/26/01      03/11/11          2,525,190 
93                  120                 117              360              357              3/15/01      04/11/11          2,687,652 
94                  120                 117              360              357              3/23/01      04/11/11          2,674,575 
95                  120                 118              360              358              3/29/01      05/11/11          2,683,331 
96                  120                 115              360              355               2/7/01      02/11/11          2,678,076 
97                  120                 118              360              358              5/10/01      05/11/11          2,640,868 
98                  120                 118              324              322              4/23/01      05/11/11          2,449,208 
99                  120                 117              360              357              3/27/01      04/11/11          2,494,645 
100                 120                 119              300              299               6/4/01      06/11/11          2,282,985 
101                 120                 118              360              358              5/10/01      05/11/11          2,479,889 
102                 120                 117              360              357              3/27/01      04/11/11          2,363,349 
103                  60                  60              300              300              6/12/01      07/11/06          2,413,099 
104                 120                 119              360              359              5/23/01      06/11/11          2,315,064 
105                 120                 118              300              298               5/9/01      05/11/11          2,053,527 
105a                                                                                                                                
105b                                                                                                                                
106                 120                 116              360              356              2/15/01      03/11/11          2,213,370 
107                 120                 118              360              358              4/19/01      05/11/11          2,140,426 
108                 120                 117              360              357              3/22/01      04/11/11          2,105,674 
109                 120                 118              360              358              4/17/01      05/11/11          2,064,496 
110                 120                 117              360              357               4/6/01      04/11/11          2,033,158 
111                 120                 119              360              359               6/1/01      06/11/11          1,950,943 
112                 120                 116              360              356              2/16/01      03/11/11          1,797,940 
113                 120                 119              360              359               6/4/01      06/11/11          1,774,287 
114                 120                 116              360              356              2/16/01      03/11/11          1,754,998 
115                 120                 117              300              297               4/9/01      04/11/11          1,618,116 
116                 120                 119              360              359              5/18/01      06/11/11          1,675,825 
117                 120                 115              360              355               2/8/01      02/11/11          1,629,162 
118                 120                 118              360              358              5/10/01      05/11/11          1,558,466 
119                 120                 118              360              358              4/27/01      05/11/11          1,491,575 
120                 120                 118              360              358              4/12/01      05/11/11          1,437,919 
121                 120                 113              360              353             11/28/00      12/11/10          1,443,123 
122                 120                 117              300              297              3/15/01      04/11/11          1,234,933 
123                  60                  59              360              359               6/5/01      06/11/06          1,423,157 
124                 120                 117              360              357              3/30/01      04/11/11          1,324,807 
125                 120                 113              360              353              12/7/00      12/11/10          1,311,019 
126                 120                 117              360              357              3/27/01      04/11/11          1,291,087 
127                 120                 117              360              357              3/19/01      04/11/11          1,155,361 
128                 120                 117              360              357              3/27/01      04/11/11          1,116,026 
129                 120                 118              360              358              5/10/01      05/11/11          1,087,208 
130                 120                 116              360              356              2/26/01      03/11/11          1,015,854 
131                 120                 118              360              358              4/30/01      05/11/11          1,026,175 
131a                                                                                                                                
131b                                                                                                                                
131c                                                                                                                                
132                 120                 119              360              359               6/8/01      06/11/11            913,777 
133                 120                 118              300              298              4/26/01      05/11/11            640,235 
133a                                                                                                                                
133b                                                                                                                                
134                 120                 113              360              353              12/7/00      12/11/10            627,719 
134a                                                                                                                                
134b                                                                                                                                
135                 120                 119              360              359               6/1/01      06/11/11            447,138 


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                                                     ANNUAL          UW NET        UW NET        DSCR @                 
 CONTROL       PROPERTY         PREPAYMENT            DEBT         OPERATING        CASH        NET CASH      APPRAISED 
   NO.           TYPE         PROVISIONS (1)         SERVICE       INCOME ($)     FLOW ($)      FLOW (X)      VALUE ($) 
========================================================================================================================
                                                                                                                        
1          Office            L(26),D(92),O(3)       14,602,316     32,893,269    31,285,898         2.14    415,000,000 
2          Retail            L(29),D(88),O(3)        7,820,704     13,731,145    13,105,519         1.68    160,000,000 
3          Retail            L(28),D(89),O(3)        7,091,220     11,663,141    11,148,223         1.57    144,000,000 
4          Office            L(31),D(90)             6,186,468     11,636,694    10,829,128         1.75    172,500,000 
5          Retail            L(27),D(89),O(4)        3,830,251      7,216,306     6,315,661         1.65     76,700,000 
6          Office            L(27),D(90),O(3)        3,551,986      4,819,210     4,341,615         1.22     57,500,000 
7          Multifamily       L(48),D(11),O(1)        3,201,428      4,102,739     4,018,786         1.26     50,500,000 
8          Retail            L(29),D(88),O(3)        3,088,128      4,159,855     3,993,065         1.29     47,500,000 
9          Office            L(32),D(86),O(2)        2,940,914      4,177,285     3,854,509         1.31     45,250,000 
10         Office            L(32),D(85),O(3)        2,000,939      3,155,943     2,930,696         1.46     33,000,000 
11         Multifamily       L(26),D(91),O(3)        1,889,028      2,525,320     2,436,328         1.29     30,000,000 
12         Office            L(28),D(90),O(2)        1,987,143      2,804,673     2,553,693         1.29     31,500,000 
13         Hotel             L(28),D(92)             1,659,219      2,427,549     2,427,549         1.46     26,100,000 
13a        Hotel                                                                                             20,900,000 
13b        Hotel                                                                                              5,200,000 
14         Retail            L(26),D(91),O(3)        1,569,900      2,190,949     2,047,283         1.30     24,200,000 
15         Retail            L(48),D(69),O(3)        1,462,306      1,877,739     1,846,568         1.26     24,000,000 
16         Retail            L(28),D(91),O(1)        1,416,319      1,993,276     1,905,334         1.35     22,800,000 
17         Self-Storage      L(26),D(92),O(3)        1,462,581      2,266,571     2,205,142         1.51     28,440,000 
17a        Self-Storage                                                                                      15,000,000 
17b        Self-Storage                                                                                       1,810,000 
17c        Self-Storage                                                                                       1,770,000 
17d        Self-Storage                                                                                       3,500,000 
17e        Self-Storage                                                                                       3,820,000 
17f        Self-Storage                                                                                       2,540,000 
18         Industrial        L(28),D(29),O(3)        1,246,219      1,820,102     1,629,051         1.31     20,700,000 
19         Retail            L(48),D(72)             1,138,091      1,694,245     1,530,844         1.35     17,800,000 
20         Retail            L(26),D(92),O(2)        1,169,839      1,530,025     1,436,788         1.23     17,200,000 
21         Self-Storage      L(26),D(92),O(3)        1,199,076      1,863,309     1,800,339         1.50     26,660,000 
21a        Self-Storage                                                                                       5,130,000 
21b        Self-Storage                                                                                       3,950,000 
21c        Self-Storage                                                                                       2,820,000 
21d        Self-Storage                                                                                       5,390,000 
21e        Self-Storage                                                                                       6,680,000 
21f        Self-Storage                                                                                       2,690,000 
22         Industrial        L(48),D(69),O(3)        1,176,683      1,514,254     1,468,951         1.25     17,700,000 
23         Office            L(27),D(30),O(3)        1,044,768      1,682,209     1,443,031         1.38     17,000,000 
24         Office            L(48),D(72)             1,044,816      1,491,499     1,326,234         1.27     17,000,000 
25         Retail            L(27),D(90),O(3)        1,085,288      1,437,842     1,365,432         1.26     15,900,000 
26         Multifamily       L(48),D(72)             1,127,710      2,062,653     1,663,353         1.47     15,000,000 
26a        Multifamily                                                                                        2,100,000 
26b        Multifamily                                                                                        1,200,000 
26c        Multifamily                                                                                        3,400,000 
26d        Multifamily                                                                                        3,800,000 
26e        Multifamily                                                                                        1,900,000 
26f        Multifamily                                                                                        2,600,000 
27         Hotel             L(31),D(89)             1,077,926      1,697,147     1,697,147         1.57     18,600,000 
28         Retail            L(26),D(92),O(2)          964,904      1,297,949     1,191,950         1.24     14,200,000 
29         Office            L(26),D(32),O(2)          932,393      1,290,535     1,186,040         1.27     14,450,000 
30         Retail            L(28),D(91),O(1)          897,791      1,114,077     1,096,914         1.22     14,000,000 
31         Retail            L(48),D(72)               863,117      1,223,968     1,153,332         1.34     13,700,000 
32         Office            L(26),D(93),O(1)          821,008      1,485,779     1,353,868         1.65     15,400,000 
33         Retail            L(28),D(91),O(1)          780,776      1,084,179     1,018,720         1.30     12,250,000 
34         Retail            L(48),D(36)               796,354      1,238,875     1,056,275         1.33     14,150,000 
35         Retail            L(48),D(72)               694,994      1,006,556       920,223         1.32     10,800,000 
36         Office/Industrial L(25),D(91),O(2)          735,978      1,247,303     1,047,946         1.42     12,800,000 
37         Retail            L(48),D(71),O(1)          701,902        933,075       913,340         1.30     10,525,000 
38         Retail            L(48),D(71),O(1)          699,684        951,056       904,042         1.29     11,250,000 
39         Retail            L(48),D(72)               668,027        935,442       865,215         1.30     10,100,000 
40         Hotel             L(31),D(89)               730,797      1,118,894     1,118,894         1.53     11,200,000 
41         Retail            L(26),D(92),O(2)          657,501        895,837       813,517         1.24     11,500,000 
42         Office            L(26),D(93),O(1)          643,314        860,985       809,397         1.26      9,950,000 
43         Retail            L(48),D(72)               618,052        875,169       799,549         1.29      9,500,000 
44         Multifamily       L(48),D(9),O(3)           590,789        806,632       774,632         1.31     10,900,000 
45         Retail            L(26),D(92),O(2)          594,312        845,153       765,147         1.29      8,700,000 
46         Office            L(28),D(53),O(3)          561,307        817,596       735,651         1.31      9,400,000 
47         Office            L(48),D(72)               559,980        766,989       731,341         1.31      8,800,000 
48         Multifamily       L(25),D(95)               526,537        740,758       660,238         1.25      8,200,000 
49         Office            L(26),D(88),O(6)          554,726        922,157       824,264         1.49      8,700,000 
50         Retail            L(26),D(92),O(2)          512,338        677,234       626,499         1.22      7,700,000 
51         Retail            L(48),D(72)               487,074        836,930       765,825         1.57      8,525,000 
52         Retail            L(25),D(92),O(3)          512,735        846,210       744,845         1.45      8,100,000 
52a        Retail                                                                                             5,600,000 
52b        Retail                                                                                             2,500,000 
53         Retail            L(28),D(90),O(2)          465,279        675,195       598,368         1.29      7,600,000 
54         Office            L(27),YM1%(93)            481,411        729,803       681,419         1.42      8,000,000 
55         Other             L(60),D(204)              479,086        479,086       479,086         1.00      5,450,000 
56         Multifamily       L(29),D(91)               473,067        654,178       624,928         1.32      7,000,000 
57         Multifamily       L(36),D(24)               425,081        658,536       619,786         1.46      7,000,000 
58         Multifamily       L(48),D(11),O(1)          416,826        575,884       535,884         1.29      6,800,000 
59         Office            L(48),D(72)               431,691        651,544       563,349         1.30      7,320,000 
60         Retail            L(26),D(92),O(2)          437,195        643,279       557,093         1.27      6,400,000 
61         Retail            L(48),D(12)               405,522        773,089       687,589         1.70     14,400,000 
62         Retail            L(25),D(52),O(1)          431,872        603,788       554,838         1.28      6,800,000 
63         Mobile Home Park  L(48),D(69),O(3)          411,756        516,222       509,542         1.24      6,600,000 
64         Retail            L(28),D(90),O(2)          414,405        627,805       590,193         1.42      7,250,000 
65         Retail            L(26),D(92),O(2)          621,427        853,423       753,696         1.21      8,750,000 
66         Retail            L(48),D(71),O(1)          415,443        596,354       565,207         1.36      6,000,000 
67         Hotel             L(48),D(72)               450,179        629,835       629,835         1.40      7,500,000 
68         Retail            L(48),D(72)               398,787        579,494       550,655         1.38      6,400,000 
69         Office/Industrial L(48),D(72)               435,204        834,747       735,692         1.69      8,880,000 
69a        Industrial                                                                                         4,060,000 
69b        Industrial                                                                                         1,950,000 
69c        Office                                                                                             2,870,000 
70         Industrial        L(29),D(29),O(2)          381,624        543,590       494,524         1.30      6,350,000 
71         Other             L(60),D(204)              404,745        404,705       404,705         1.00      4,490,000 
72         Multifamily       L(48),D(72)               356,615        465,331       433,843         1.22      5,760,000 
73         Multifamily       L(48),D(11),O(1)          351,303        511,479       476,679         1.36      6,000,000 
74         Retail            L(48),D(71),O(1)          379,102        505,558       478,330         1.26      5,550,000 
75         Industrial        L(48),D(72)               357,806        518,733       463,522         1.30      5,450,000 
76         Office            L(48),D(9),O(3)           343,003        518,455       457,765         1.33      6,050,000 
77         Industrial        L(28),D(30),O(2)          324,971        489,627       461,337         1.42      5,700,000 
78         Multifamily       L(27),D(92),O(1)          338,256        567,241       497,941         1.47      5,000,000 
79         Office            L(27),D(90),O(3)          339,351        491,725       441,212         1.30      5,300,000 
80         Multifamily       L(27),D(91),O(2)          313,861        417,943       413,193         1.32      5,150,000 
81         Mixed-Use         L(27),D(91),O(2)          317,115        441,024       413,850         1.31      5,140,000 
82         Retail            L(26),D(90),O(4)          324,010        466,631       451,569         1.39      4,800,000 
83         Office            L(48),D(36)               294,954        455,266       420,695         1.43      5,000,000 
84         Office            L(48),D(71),O(1)          310,376        504,517       408,317         1.32      5,200,000 
85         Multifamily       L(48),D(72)               282,702        452,766       406,766         1.44      5,000,000 
86         Retail            L(27),D(92),O(1)          283,699        427,076       380,834         1.34      4,600,000 
87         Office            L(48),D(71),O(1)          279,333        379,486       351,452         1.26      4,400,000 
88         Retail            L(48),D(33),O(3)          269,873        350,116       342,918         1.27      4,350,000 
89         Office            L(30),D(30)               267,996        402,842       355,429         1.33      4,500,000 
90         Hotel             L(28),D(92)               292,023        469,199       469,199         1.61      7,000,000 
91         Hotel             L(28),D(92)               287,598        437,913       437,913         1.52      4,900,000 
92         Retail            L(48),D(72)               277,086        403,797       384,959         1.39      4,250,000 
93         Retail            L(28),D(91),O(1)          253,411        386,003       359,830         1.42      4,250,000 
94         Mobile Home Park  L(48),D(69),O(3)          248,684        315,252       309,772         1.25      4,000,000 
95         Retail            L(27),D(92),O(1)          264,155        407,936       374,210         1.42      4,100,000 
96         Retail            L(30),D(89),O(1)          262,902        491,994       431,347         1.64      5,300,000 
97         Mobile Home Park  L(27),D(90),O(3)          252,984        349,688       331,038         1.31      3,725,000 
98         Multifamily       L(37),YM1%(83)            250,353        354,709       332,187         1.33      3,650,000 
99         Retail            L(28),D(92)               230,758        338,287       313,273         1.36      3,700,000 
100        Retail            L(48),D(71),O(1)          251,149        402,742       390,474         1.55      5,400,000 
101        Retail            L(27),D(90),O(3)          237,649        304,260       301,992         1.27      3,750,000 
102        Retail            L(28),D(92)               218,613        321,821       294,568         1.35      3,500,000 
103        Multifamily       L(36),D(24)               225,457        336,355       306,355         1.36      3,400,000 
104        Retail            L(48),D(72)               225,032        314,200       287,248         1.28      3,500,000 
105        Mobile Home Park  L(27),D(90),O(3)          229,066        341,909       329,723         1.44      3,850,000 
105a       Mobile Home Park                                                                                   1,900,000 
105b       Mobile Home Park                                                                                   1,950,000 
106        Retail            L(48),D(71),O(1)          211,410        315,760       296,256         1.40      3,350,000 
107        Retail            L(27),D(90),O(3)          202,675        273,364       256,142         1.26      3,070,000 
108        Retail            L(36),D(81),O(3)          196,076        307,742       281,709         1.44      3,200,000 
109        Office            L(27),D(90),O(3)          198,916        284,373       249,223         1.25      3,200,000 
110        Industrial        L(48),D(71),O(1)          193,456        275,958       253,495         1.31      3,100,000 
111        Office            L(26),D(91),O(3)          189,910        322,967       259,271         1.37      3,300,000 
112        Mobile Home Park  L(48),D(69),O(3)          167,148        216,697       212,657         1.27      3,000,000 
113        Industrial        L(48),D(71),O(1)          170,614        275,602       225,868         1.32      3,950,000 
114        Multifamily       L(48),D(71),O(1)          163,397        228,174       222,563         1.36      3,000,000 
115        Retail            L(48),D(72)               175,333        247,883       234,924         1.34      2,680,000 
116        Industrial        L(26),D(91),O(3)          162,662        232,482       205,407         1.26      2,600,000 
117        Multifamily       L(30),D(87),O(3)          159,932        218,994       206,994         1.29      2,400,000 
118        Mobile Home Park  L(27),D(90),O(3)          148,216        220,860       208,360         1.41      2,350,000 
119        Retail            L(27),D(90),O(3)          146,209        214,064       197,474         1.35      2,450,000 
120        Office            L(48),D(71),O(1)          137,149        206,850       182,557         1.33      2,250,000 
121        Multifamily       L(32),D(85),O(3)          145,934        220,756       197,031         1.35      2,100,000 
122        Retail            L(28),D(91),O(1)          134,047        206,387       192,089         1.43      2,360,000 
123        Multifamily       L(36),D(24)               121,452        200,284       186,784         1.54      2,075,000 
124        Retail            L(28),D(91),O(1)          125,735        199,794       187,409         1.49      2,200,000 
125        Multifamily       L(48),D(72)               125,361        168,267       159,267         1.27      2,142,000 
126        Retail            L(28),D(92)               119,427        172,977       158,054         1.32      1,900,000 
127        Retail            L(28),D(89),O(3)          112,946        169,054       156,216         1.38      1,830,000 
128        Retail            L(28),D(92)               103,234        150,652       140,733         1.36      1,800,000 
129        Mobile Home Park  L(27),D(90),O(3)          104,602        146,068       141,318         1.35      1,650,000 
130        Industrial        L(29),D(90),O(1)           96,397        160,420       120,902         1.25      1,550,000 
131        Mobile Home Park  L(27),D(90),O(3)          104,634        148,900       139,400         1.33      1,465,000 
131a       Mobile Home Park                                                                                     310,000 
131b       Mobile Home Park                                                                                     285,000 
131c       Mobile Home Park                                                                                     870,000 
132        Multifamily       L(26),D(91),O(3)           89,141        110,510       107,102         1.20      1,380,000 
133        Mobile Home Park  L(27),D(90),O(3)           73,162        113,900       109,450         1.50      1,040,000 
133a       Mobile Home Park                                                                                     660,000 
133b       Mobile Home Park                                                                                     380,000 
134        Multifamily       L(32),D(85),O(3)           62,370         83,645        78,645         1.26        889,000 
134a       Multifamily                                                                                          564,000 
134b       Multifamily                                                                                          325,000 
135        Multifamily       L(26),D(91),O(3)           44,026         69,646        61,704         1.40        725,000 


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                        CUT-OFF     SCHEDULED     UW HOSPITALITY                                                 
 CONTROL   APPRAISAL     DATE       MATURITY/        AVERAGE                    YEAR                   YEAR      
   NO.        DATE      LTV (%)    ARD LTV (%)      DAILY RATE                 BUILT                 RENOVATED   
=================================================================================================================
                                                                                                                 
1           01/01/01      43.4        38.2                                                 1929        1998-2001 
2           11/01/01      62.3        54.2                                                 1971             1999 
3           03/17/01      62.3        53.5                                                 1989             1991 
4           01/01/01      41.0        36.6                                            1987-1989                  
5           04/02/01      56.7        50.7                                                 1954             2000 
6           02/12/01      71.2        63.5                                                 1967             2000 
7           04/06/01      78.2        74.2                                                 1978             1998 
8           01/29/01      78.7        69.4                                                 1995             2000 
9           08/18/00      71.5        64.7                                                 1957             1996 
10          12/01/00      70.2        62.7                                                 1998             2000 
11          03/06/01      74.0        65.7                                                 1922             1979 
12          01/11/01      70.5        63.4                                                 1983             1990 
13          12/01/00      71.6        58.3            91.58                                1968             1995 
13a         12/01/00                                                                       1968             1995 
13b         12/01/00                                                                       1968             1995 
14          01/01/01      74.3        66.4                                                 1924             1990 
15          01/18/01      73.2        64.6                                                 1999                  
16          02/22/01      75.5        66.5                                                 2000                  
17          04/30/01      57.9        51.9                                              Various          Various 
17a         05/01/01                                                                       1930             1996 
17b         05/07/01                                                                       1979                  
17c         04/30/01                                                                       1978             1999 
17d         05/04/01                                                                       1996                  
17e         05/01/01                                                                       1969             1975 
17f         05/03/01                                                                       1924             1990 
18          02/12/01      74.7        71.0                                        1976 and 1978                  
19          04/01/01      78.6        68.9                          1965, 1991, 1993, 1999, 2001                 
20          02/28/01      79.6        70.7                                                 1968             2000 
21          04/30/01      50.7        45.4                                              Various          Various 
21a         05/03/01                                                                       1920             1990 
21b         05/01/01                                                                       1997                  
21c         05/01/01                                                                       1997                  
21d         05/02/01                                                                       1969             1996 
21e         05/02/01                                                                       1922                  
21f         04/30/01                                                                       1995                  
22          04/10/01      73.6        60.2                                                 2000                  
23          03/08/01      74.9        71.3                                                 1986             1999 
24          02/21/01      74.0        65.3                                                 1999                  
25          03/20/01      78.9        66.7                                                 1999                  
26          09/16/99      79.3        72.7                                              Various                  
26a         09/16/99                                                                       1952                  
26b         09/16/99                                                                       1966                  
26c         09/16/99                                                                       1948                  
26d         09/16/99                                                                       1953                  
26e         09/16/99                                                                       1950                  
26f         09/16/99                                                                       1979                  
27          10/24/00      63.0        52.0           117.41                                1999                  
28          02/23/01      79.5        70.6                                                 1967             1994 
29          05/25/01      77.5        73.8                                            1998-2000                  
30          03/11/01      76.3        67.5                                                 1987             2001 
31          12/07/00      76.1        67.1                                                 1987                  
32          05/07/01      62.0        55.1                                                 1928             2001 
33          02/01/01      77.4        68.1                                                 1965             1996 
34          11/14/00      64.2        56.7                                  1965, 1976 and 1980                  
35          01/16/01      79.3        69.5                                           1990, 1995                  
36          04/01/02      66.7        58.3                                                 1989                  
37          03/01/01      79.6        70.4                                                 2000                  
38          09/29/00      72.2        61.1                                           1989, 1998                  
39          02/15/01      79.9        70.4                                                 1988                  
40          10/30/00      71.0        58.6            98.42                                1998                  
41          02/19/01      66.9        59.4                                                 1968                  
42          03/05/01      76.3        67.6                                                 1999                  
43          01/15/01      79.3        69.8                                                 1997                  
44          03/16/01      67.8        64.3                                                 1988                  
45          02/22/01      79.9        71.0                                                 1969                  
46          02/01/01      72.7        67.4                                                 1980                  
47          02/20/01      77.1        67.9                                                 2001                  
48          04/11/01      76.8        67.8                                                 1972             2001 
49          06/01/01      72.4        64.8                                                 1995                  
50          02/21/01      77.9        69.1                                                 1962                  
51          01/15/01      69.5        61.2                                                 1993                  
52          03/30/01      72.8        64.9                                                 1976                  
52a         03/30/01                                                                       1976                  
52b         04/02/01                                                                       1976                  
53          02/07/01      73.5        64.9                                                 1985             1989 
54          03/07/01      69.0        61.6                                                 1967             1994 
55          10/20/00     100.1        23.9                                                 1991                  
56          01/04/01      77.2        62.6                                                 1930             1982 
57          03/07/01      75.0        71.2                                                 1982       1994, 2000 
58          04/11/01      76.5        72.5                                                 1989                  
59          02/20/01      70.3        62.1                                                 1986                  
60          02/22/01      79.9        71.0                                                 1968             1990 
61          04/04/01      35.4        33.5                              late 1800's, mid 1950's    1993 and 1996 
62          06/15/01      74.7        69.7                                                 1963             1987 
63          01/09/01      76.3        67.1                                                 1967                  
64          02/12/01      68.8        60.7                                                 1985                  
65          03/01/01      55.8        13.8                                                 1967             1978 
66          03/27/01      79.9        71.2                                                 1984                  
67          03/26/01      63.3        52.6           119.23                                1999                  
68          03/15/01      73.7        65.3                                                 2000                  
69          05/24/01      52.3        47.9                                              Various          Various 
69a         05/24/01                                                                       1979                  
69b         05/24/01                                                                       1960                  
69c         05/24/01                                                                       1960             2000 
70          03/01/01      72.6        69.3                                                 1986                  
71          10/18/00     102.6        24.5                                                 1995                  
72          01/01/01      76.2        66.9                                                 1984                  
73          04/05/01      71.6        68.1                                                 1963                  
74          01/31/01      76.9        62.6                                                 1974             1997 
75          01/19/01      76.1        67.7                                                 1999                  
76          11/16/00      67.7        64.5                                                 1981                  
77          02/05/01      70.9        67.3                                                 1980                  
78          12/21/00      79.9        70.8                                                 1974             1981 
79          03/08/01      72.8        65.2                                                 1960             1999 
80          03/27/01      73.7        64.9                                                 2001                  
81          03/07/01      72.9        64.6                                                 1976             1995 
82          05/01/01      77.9        69.4                                                 1950             2001 
83          05/01/01      70.9        65.8                                                 1964             1994 
84          01/01/01      66.9        54.6                                        1979 and 1980                  
85          01/28/01      68.8        60.6                                                 1977                  
86          03/29/01      71.7        63.8                                                 1977             1998 
87          03/16/01      74.9        66.4                                                 1972                  
88          01/24/01      75.8        70.1                                                 2000                  
89          01/25/01      73.2        69.6                                                 1982                  
90          12/01/00      47.0        38.3            57.61                                1968             2000 
91          12/01/00      66.1        53.8            57.00                                1968             1996 
92          11/20/00      72.6        59.4                                                 2000                  
93          11/29/00      71.6        63.2                                                 1990                  
94          01/19/01      76.1        66.9                                                 1972                  
95          01/24/01      73.1        65.4                                                 1983             2000 
96          10/17/00      56.4        50.5                                                 1990                  
97          03/29/01      79.9        70.9                                                 1980             2000 
98          03/13/01      79.3        67.1                                                 1964             1999 
99          01/09/01      76.9        67.4                                                 2000                  
100         05/05/01      51.8        42.3                                                 2000                  
101         03/15/01      74.5        66.1                                                 2000                  
102         01/02/01      77.0        67.5                                                 1999                  
103         03/15/01      77.2        71.0                                                 1972                  
104         02/13/01      74.2        66.1                                                 1996                  
105         02/01/01      64.8        53.3                                              Various                  
105a        02/01/01                                                                       1967                  
105b        02/01/01                                                                       1970                  
106         11/15/00      74.4        66.1                                                 1999                  
107         02/13/01      78.9        69.7                                                 1998                  
108         03/03/01      74.8        65.8                                                 1985                  
109         01/09/01      72.6        64.5                                                 2000                  
110         03/01/01      74.0        65.6                                          1998 & 1999                  
111         04/10/01      66.3        59.1                                                 1982             1999 
112         01/19/01      68.1        59.9                                          1985 & 1987                  
113         04/04/01      50.6        44.9                                                 1984                  
114         12/15/00      66.5        58.5                                                 1961        2000-2001 
115         02/04/01      74.4        60.4                                                 1999                  
116         03/24/01      72.4        64.5                                                 1977                  
117         10/30/00      75.8        67.9                                                 1977             2000 
118         03/29/01      74.9        66.3                                                 1984             1998 
119         02/01/01      68.1        60.9                                                 2000                  
120         02/08/01      72.1        63.9                                                 1973             2000 
121         10/04/00      75.9        68.7                                                 1977             1985 
122         11/29/00      64.4        52.3                                                 1989                  
123         03/19/01      72.2        68.6                                                 1976                  
124         02/15/01      68.0        60.2                                                 1998                  
125         08/11/00      68.8        61.2                                                 1998                  
126         01/02/01      77.5        68.0                                                 1999                  
127         09/08/00      70.6        63.1                                                 1950             1998 
128         01/06/01      70.7        62.0                                                 1998                  
129         03/15/01      74.2        65.9                                                 1971                  
130         12/12/00      74.0        65.5                                                 1950             1999 
131         12/18/00      77.3        70.0                                              Various                  
131a        12/18/00                                                                       1990                  
131b        12/18/00                                                                       1990                  
131c        12/18/00                                                                       1975                  
132         02/01/01      74.2        66.2                                                 1865             1998 
133         12/10/00      73.9        61.6                                              Various          Various 
133a        12/10/00                                                                       1956                  
133b        12/10/00                                                                       1957             1999 
134         09/20/00      78.4        70.6                                                 1965          Various 
134a        09/20/00                                                                       1965             2000 
134b        09/20/00                                                                       1965             1997 
135         09/11/00      68.9        61.7                                                 1977                  


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             SQ. FT.,                      LOAN                       RENT                       
 CONTROL     BED, PAD,                     PER        OCCUPANCY       ROLL          OWNERSHIP    
   NO.        OR ROOM      UNIT            UNIT      PERCENTAGE       DATE          INTEREST     
==============================================================================================   
                                                                                                 
1              1,196,972 Sq Feet                150          98.7        3/1/01    Leasehold     
2             727,606 (2)Sq Feet                137        99.3(4)      2/28/01    Fee Simple (9)
3           1,052,839 (3)Sq Feet                 85        98.0(4)      6/28/01    Fee Simple    
4                453,635 Sq Feet                156        96.8(5)      3/31/01    Fee Simple (9)
5                773,634 Sq Feet                 56          91.7       4/23/01    Fee Simple    
6                288,974 Sq Feet                142          93.4       2/20/01    Fee Simple    
7                    415 Units               95,105          92.0       6/20/01    Fee Simple    
8                546,793 Sq Feet                 68          99.7       1/23/01    Fee Simple    
9                343,419 Sq Feet                 94          94.0       10/1/00    Fee Simple    
10               152,050 Sq Feet                152         100.0        8/1/00    Fee Simple    
11                   309 Units               71,890         100.0       3/31/01    Fee Simple    
12               178,735 Sq Feet                124          99.3       11/1/00    Fee Simple    
13                   316 Rooms               59,143          70.8      10/31/00    Fee Simple    
13a                  209 Rooms                               71.0      10/31/00    Fee Simple    
13b                  107 Rooms                               70.0      10/31/00    Fee Simple    
14                83,800 Sq Feet                215         100.0       2/16/01    Fee Simple    
15                65,500 Sq Feet                268          97.0       6/11/01    Fee Simple    
16                84,060 Sq Feet                205          96.7       4/19/01    Fee Simple    
17               284,961 Sq Feet                 58          94.8        5/9/01    Fee Simple    
17a              123,459 Sq Feet                             97.0        5/9/01    Fee Simple    
17b               38,400 Sq Feet                             95.2        5/9/01    Fee Simple    
17c               23,030 Sq Feet                             85.3        5/9/01    Fee Simple    
17d               41,475 Sq Feet                             94.8        5/9/01    Fee Simple    
17e               27,482 Sq Feet                             88.2        5/9/01    Fee Simple    
17f               31,115 Sq Feet                             98.2        5/9/01    Fee Simple    
18               239,012 Sq Feet                 65          96.7       3/15/01    Fee Simple    
19               293,270 Sq Feet                 48          96.6      12/31/00    Fee Simple (9)
20               191,098 Sq Feet                 72          92.4       5/17/01    Fee Simple    
21               322,719 Sq Feet                 42          90.4        5/9/01    Fee Simple    
21a               70,464 Sq Feet                             91.7        5/9/01    Fee Simple    
21b               48,200 Sq Feet                             98.3        5/9/01    Fee Simple    
21c               44,950 Sq Feet                             87.0        5/9/01    Fee Simple    
21d               48,540 Sq Feet                             97.3        5/9/01    Fee Simple    
21e               72,665 Sq Feet                             87.1        5/9/01    Fee Simple    
21f               37,900 Sq Feet                             79.2        5/9/01    Fee Simple    
22               150,348 Sq Feet                 87         100.0       4/19/01    Fee Simple    
23               153,130 Sq Feet                 83          93.8        4/1/01    Fee Simple    
24               108,340 Sq Feet                116          96.7       3/26/01    Fee Simple    
25               106,229 Sq Feet                118         100.0        4/2/01    Fee Simple    
26                 1,328 Units                8,952          91.1       7/11/00    Fee Simple    
26a                  204 Units                               91.7       7/11/00    Fee Simple    
26b                   70 Units                               90.0       7/11/00    Fee Simple    
26c                  360 Units                               91.9       7/13/00    Fee Simple    
26d                  348 Units                               92.2       6/30/00    Fee Simple    
26e                  202 Units                               89.6       7/11/00    Fee Simple    
26f                  144 Units                               88.2       7/11/00    Fee Simple    
27                   147 Rooms               79,761          75.4        2/5/01    Fee Simple    
28               117,679 Sq Feet                 96         100.0       5/17/01    Fee Simple    
29               102,539 Sq Feet                109          93.9       5/29/01    Fee Simple    
30               114,423 Sq Feet                 93         100.0       2/26/01    Fee Simple    
31                98,783 Sq Feet                106          97.5       2/12/01    Fee Simple    
32                28,880 Sq Feet                330         100.0       3/14/01    Fee Simple    
33               154,750 Sq Feet                 61          94.4       3/12/01    Fee Simple    
34               292,588 Sq Feet                 31          89.6       4/18/01    Fee Simple    
35               223,865 Sq Feet                 38          88.4      12/31/00    Fee Simple    
36               199,604 Sq Feet                 43          81.7        5/1/01    Fee Simple    
37                69,248 Sq Feet                121          96.5       4/16/01    Fee Simple    
38                29,220 Sq Feet                278         100.0        1/1/01    Leasehold     
39               163,489 Sq Feet                 49          97.7        1/2/01    Fee Simple    
40                   144 Rooms               55,202          76.1       1/18/01    Fee Simple    
41               109,105 Sq Feet                 71         100.0       5/17/01    Fee Simple    
42                44,526 Sq Feet                171         100.0       2/28/01    Fee Simple    
43               151,242 Sq Feet                 50         100.0      12/31/00    Fee Simple    
44                   128 Units               57,765         100.0       3/14/01    Fee Simple    
45               106,356 Sq Feet                 65         100.0       5/17/01    Fee Simple    
46                68,507 Sq Feet                100         100.0       2/22/01    Fee Simple    
47                23,380 Sq Feet                290         100.0        2/8/01    Fee Simple    
48                   244 Units               25,820          94.3       4/25/01    Fee Simple    
49                69,456 Sq Feet                 91         100.0        4/1/01    Fee Simple    
50                72,687 Sq Feet                 82         100.0       5/17/01    Fee Simple    
51               145,111 Sq Feet                 41          96.7      12/31/00    Fee Simple    
52               194,764 Sq Feet                 30          89.7        2/6/01    Fee Simple    
52a              137,496 Sq Feet                             97.4        4/1/01    Fee Simple    
52b               57,268 Sq Feet                             71.2        2/6/01    Fee Simple    
53               150,129 Sq Feet                 37          97.9       3/27/01    Fee Simple (9)
54               102,557 Sq Feet                 54         100.0        6/1/01    Fee Simple    
55                31,290 Sq Feet                174         100.0       2/13/98    Fee Simple    
56                   118 Units               45,775          98.3      12/19/00    Fee Simple    
57                   155 Units               33,871          99.4        6/1/01    Fee Simple    
58                   200 Units               26,000          96.5       6/19/01    Fee Simple    
59                82,109 Sq Feet                 63          97.2        1/1/01    Fee Simple    
60               118,445 Sq Feet                 43         100.0       5/17/01    Fee Simple    
61                44,173 Sq Feet                115         100.0        4/1/01    Fee Simple    
62                65,321 Sq Feet                 78         100.0       6/26/01    Fee Simple    
63                   167 Pads                30,156          96.4        1/1/01    Fee Simple    
64                21,908 Sq Feet                228         100.0        1/1/01    Fee Simple    
65               134,933 Sq Feet                 36          97.8       5/17/01    Leasehold     
66                79,298 Sq Feet                 60         100.0       5/17/01    Fee Simple    
67                    59 Rooms               80,427          74.0       6/11/01    Fee Simple    
68                60,090 Sq Feet                 79          98.0       4/23/01    Fee Simple    
69               104,765 Sq Feet                 44         100.0       3/31/01    Fee Simple    
69a               54,365 Sq Feet                            100.0       3/31/01    Fee Simple    
69b               30,000 Sq Feet                            100.0       3/31/01    Fee Simple    
69c               20,400 Sq Feet                            100.0       3/31/01    Fee Simple    
70               101,559 Sq Feet                 45         100.0       1/19/01    Fee Simple    
71                20,122 Sq Feet                229         100.0      10/18/00    Fee Simple    
72                   128 Units               34,278          95.3       2/21/01    Fee Simple    
73                   116 Units               37,040          95.7       3/27/01    Fee Simple    
74                71,331 Sq Feet                 60         100.0       3/22/01    Fee Simple    
75               130,000 Sq Feet                 32         100.0       3/20/01    Fee Simple    
76                64,999 Sq Feet                 63          94.4        4/1/01    Fee Simple    
77                53,875 Sq Feet                 75          97.9        4/3/01    Fee Simple    
78                   252 Units               15,853          94.4       4/25/01    Fee Simple    
79                44,195 Sq Feet                 87         100.0        1/1/01    Fee Simple    
80                    19 Units              199,734         100.0       5/10/01    Fee Simple    
81                36,750 Sq Feet                102         100.0       5/15/00    Fee Simple    
82                24,131 Sq Feet                155         100.0       4/19/01    Fee Simple    
83                26,047 Sq Feet                136         100.0        4/6/01    Fee Simple    
84                96,200 Sq Feet                 36          90.6       1/26/01    Fee Simple    
85                   184 Units               18,699          96.7       1/31/01    Fee Simple    
86                50,078 Sq Feet                 66          97.8       3/31/01    Fee Simple    
87                54,100 Sq Feet                 61          97.3       4/17/01    Fee Simple    
88                21,488 Sq Feet                153         100.0       1/10/01    Fee Simple    
89                30,979 Sq Feet                106         100.0       3/22/01    Fee Simple    
90                   218 Rooms               15,088          62.0      10/31/00    Leasehold     
91                   204 Rooms               15,880          52.0      10/31/00    Fee Simple    
92                21,918 Sq Feet                141         100.0       1/30/01    Fee Simple    
93                45,200 Sq Feet                 67          95.4        1/1/01    Fee Simple    
94                   137 Pads                22,214          95.6        2/1/01    Fee Simple    
95                32,500 Sq Feet                 92          93.1       3/27/01    Fee Simple    
96                87,558 Sq Feet                 34         100.0       12/1/00    Fee Simple    
97                   373 Pads                 7,979          97.3       4/30/01    Fee Simple    
98                    88 Units               32,898          97.7       2/27/01    Fee Simple    
99                34,050 Sq Feet                 84          95.3        1/2/01    Fee Simple    
100               15,120 Sq Feet                185         100.0        6/7/01    Fee Simple    
101               15,120 Sq Feet                185         100.0       9/14/99    Fee Simple    
102               27,227 Sq Feet                 99          95.3        1/2/01    Fee Simple    
103                  120 Units               21,875          98.3       3/15/01    Fee Simple    
104               33,468 Sq Feet                 78          94.0        5/1/01    Fee Simple    
105                  173 Pads                14,423          98.3        4/1/01    Fee Simple    
105a                  83 Pads                                97.6        4/1/01    Fee Simple    
105b                  90 Pads                                98.9        4/1/01    Fee Simple    
106               25,843 Sq Feet                 96         100.0       12/5/00    Fee Simple    
107               21,800 Sq Feet                111         100.0       2/28/01    Fee Simple    
108               34,046 Sq Feet                 70          96.5       3/19/01    Fee Simple    
109               30,000 Sq Feet                 77         100.0       3/28/01    Fee Simple    
110               38,680 Sq Feet                 59         100.0       3/26/01    Fee Simple    
111               52,951 Sq Feet                 41          91.8       5/11/01    Fee Simple    
112                  101 Pads                20,241          91.1        1/1/01    Fee Simple    
113               62,526 Sq Feet                 32         100.0       5/31/01    Fee Simple    
114                   20 Units               99,725         100.0       1/15/01    Fee Simple    
115               18,200 Sq Feet                110         100.0        2/1/01    Fee Simple    
116               44,852 Sq Feet                 42         100.0       5/31/01    Fee Simple    
117                   48 Units               37,890          93.8       11/1/00    Fee Simple    
118                  250 Pads                 7,043          94.8       4/30/01    Fee Simple    
119               14,101 Sq Feet                118         100.0        2/1/01    Fee Simple    
120               20,970 Sq Feet                 77          85.2       4/12/01    Fee Simple    
121                   73 Units               21,831          98.6       7/30/00    Fee Simple    
122               25,462 Sq Feet                 60          91.6        1/1/01    Fee Simple    
123                   54 Units               27,756         100.0       4/26/01    Fee Simple    
124               17,943 Sq Feet                 83         100.0       2/15/01    Fee Simple    
125                   36 Units               40,943          97.2       8/10/00    Fee Simple    
126               14,000 Sq Feet                105         100.0        1/2/01    Fee Simple    
127               11,100 Sq Feet                116         100.0       1/31/01    Fee Simple    
128               15,200 Sq Feet                 84         100.0        1/2/01    Fee Simple    
129                   95 Pads                12,879          99.0       2/28/01    Fee Simple    
130               87,968 Sq Feet                 13          95.5      11/21/00    Fee Simple    
131                  190 Pads                 5,963          94.2       3/27/01    Fee Simple    
131a                  35 Pads                               100.0       3/27/01    Fee Simple    
131b                  33 Pads                               100.0       3/27/01    Fee Simple    
131c                 122 Pads                                91.0       3/27/01    Fee Simple    
132                   13 Units               78,792          92.3        4/1/01    Fee Simple    
133                   91 Pads                 8,446          93.4      12/31/00    Fee Simple    
133a                  51 Pads                                98.0      12/31/00    Fee Simple    
133b                  40 Pads                                87.5       3/21/01    Fee Simple    
134                   20 Units               34,853         100.0      11/10/00    Fee Simple    
134a                  12 Units                              100.0      11/10/00    Fee Simple    
134b                   8 Units                              100.0      11/10/00    Fee Simple    
135                   22 Units               22,712         100.0        5/1/01    Fee Simple    


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                               LARGEST                           LARGEST           LARGEST      
 CONTROL                        TENANT                         TENANT AREA       TENANT LEASE   
   NO.                           NAME                        LEASED (SQ. FT.)     EXP. DATE     
================================================================================================
                                                                                                
1          Swidler Berlin Shereff Friedman LLP                         122,322          1/31/16 
2          Sears                                                       135,187         11/30/19 
3          Dillard's (Self-Owned)                                      200,000                  
4          SAFECO Insurance Company of  America                     107,937 (6)    5/31/2002 (7)
5          JC Penney                                                   150,000          7/31/06 
6          US Postal Service                                           257,540         12/31/08 
7                                                                                               
8          Wal-Mart Stores, Inc.                                       129,768         10/27/15 
9          Tenet                                                        40,800          7/31/04 
10         Colo.com                                                     66,568         10/30/15 
11                                                                                              
12         Dept. of Corrections                                        130,667          4/30/06 
13                                                                                              
13a                                                                                             
13b                                                                                             
14         Youngworld Stores                                            26,000          12/1/14 
15         Ross Dress for Less                                          34,000         12/31/14 
16         Famous Footwear                                               8,106          7/31/10 
17                                                                                              
17a                                                                                             
17b                                                                                             
17c                                                                                             
17d                                                                                             
17e                                                                                             
17f                                                                                             
18         West Bond, Inc.                                              18,725          2/28/04 
19         K-Mart                                                      102,558          8/31/06 
20         Ralph's Grocery                                              89,776          4/30/11 
21                                                                                              
21a                                                                                             
21b                                                                                             
21c                                                                                             
21d                                                                                             
21e                                                                                             
21f                                                                                             
22         FedEx                                                       150,348          3/31/15 
23         US Healthworks                                               30,389          4/30/06 
24         Comstock Resources                                           20,046          5/31/06 
25         Winn-Dixie                                                   52,474          12/8/19 
26                                                                                              
26a                                                                                             
26b                                                                                             
26c                                                                                             
26d                                                                                             
26e                                                                                             
26f                                                                                             
27                                                                                              
28         Ralph's Grocery                                             100,800          4/30/11 
29         GSA (Social Security Administration)                         17,550         10/31/08 
30         Home Depot                                                  114,423          1/31/16 
31         Compass Bank                                                 18,097         11/30/02 
32         Sotheby's                                                    28,880          6/30/20 
33         Farm Fresh                                                   52,000          7/31/20 
34         Bon Marche                                                   41,140          1/31/06 
35         Target                                                       97,000          10/4/14 
36         The Keith Companies                                          32,014          9/30/06 
37         Bi-Lo                                                        47,000          6/30/20 
38         LuLu's Restaurant                                             6,353          9/30/07 
39         K-Mart                                                       86,479          3/31/13 
40                                                                                              
41         Ralph's Grocery                                             102,598          4/30/11 
42         Merrill Lynch                                                28,871          9/30/09 
43         Wal-Mart                                                    126,242          1/28/17 
44                                                                                              
45         Ralph's Grocery                                              79,101          4/30/11 
46         Pediatrix Medical Grp                                        13,556         12/14/04 
47         JAKKS Pacific, Inc.                                          17,621         12/31/07 
48                                                                                              
49         Edwards System Technologies                                  69,456          5/31/06 
50         Ralph's Grocery                                              72,687          4/30/11 
51         Wal-Mart                                                     71,159          11/9/10 
52         Big Kmart                                                    84,180         10/31/06 
52a        Big Kmart                                                    84,180         10/31/06 
52b        Kroger                                                       30,624         10/31/04 
53         K-Mart                                                       86,479         11/30/14 
54         Mastersort                                                   24,082          3/31/02 
55         Long's Drugs                                                 31,290          2/29/20 
56                                                                                              
57                                                                                              
58                                                                                              
59         Advocate Program, Inc.                                       22,176          8/31/10 
60         Ralph's Grocery                                             103,360          4/30/11 
61         Urban Outfitters, Inc.                                       15,410          8/31/04 
62         Ace Hardware                                                 19,370          9/30/11 
63                                                                                              
64         Harvey Electronics                                            8,446          6/30/03 
65         Ralph's Grocery                                             100,320          4/30/11 
66         Winn Dixie                                                   49,047           3/3/13 
67                                                                                              
68         Goody's                                                      22,560         11/30/15 
69         Graphique De France                                          32,845          1/31/06 
69a        Graphique De France                                          32,845          1/31/06 
69b        CIPI                                                         15,000          4/14/03 
69c        Magellan Behavioral Health                                   20,400         12/31/05 
70         Par- Pak of California, Inc.                                 19,343         12/31/03 
71         Rite Aid                                                     20,122          2/29/20 
72                                                                                              
73                                                                                              
74         Winn Dixie                                                   48,501          2/17/17 
75         Boeing E-6                                                   55,545          4/30/04 
76         Eaglemark dba Harley Davidson                                15,788          2/28/07 
77         Crafty Productions                                            5,031         12/31/02 
78                                                                                              
79         Connecticut Health MSO                                       14,140          7/31/09 
80                                                                                              
81         Napa                                                          6,000          4/30/05 
82         CVS                                                          11,755          1/31/24 
83         Lahey Clinic, Inc.                                           13,047          5/31/07 
84         U.S. Customs                                                 13,114          2/17/04 
85                                                                                              
86         Firestone                                                     5,824          6/30/03 
87         Community Development Commission of the County of LA         24,116          3/26/05 
88         Walgreens                                                    13,905          5/31/60 
89         Hearst Communications, Inc.                                  10,210          2/29/04 
90                                                                                              
91                                                                                              
92         El Presidio Gallery                                           5,075          2/28/07 
93         Showerman IGA                                                21,300          8/31/09 
94                                                                                              
95         Coin-Op Laundromat                                            4,416          7/31/05 
96         West Coast Motor Sport                                       10,133          7/31/03 
97                                                                                              
98                                                                                              
99         Fashion Bug                                                   8,050           8/4/05 
100        Walgreens                                                    15,120         12/31/60 
101        Walgreen Co.                                                 15,120          6/30/60 
102        Dollar Tree                                                   4,800          6/30/04 
103                                                                                             
104        Indigo Creek Pet Food                                         3,200          3/31/05 
105                                                                                             
105a                                                                                            
105b                                                                                            
106        Goodwill Industries of South Florida, Inc.                    9,960          4/30/08 
107        Blockbuster Video                                             5,600         11/30/08 
108        Duke's Bar & Grill                                            5,882          9/30/08 
109        Sunrise Labs                                                 10,071          2/28/06 
110        Dooley & Mack                                                 7,875          8/30/05 
111        Ser-Jobs                                                      9,285          5/30/03 
112                                                                                             
113        Commercial Testing & Engineering                             21,629          5/31/08 
114                                                                                             
115        Payne & Payne, P.C.                                           3,500          7/31/04 
116        Kitchen Options                                               7,490          1/31/02 
117                                                                                             
118                                                                                             
119        Uncle Bear's                                                  4,000          4/30/10 
120        Children's Therapeutic Communas                               2,600          6/30/01 
121                                                                                             
122        Rent-A-Center, Inc.                                           4,747          8/31/04 
123                                                                                             
124        Video Avenue                                                  7,432          3/31/09 
125                                                                                             
126        Rent A Center                                                 5,000          8/31/05 
127        Video Hut                                                     4,000          1/31/04 
128        Pet Supplies Plus                                             6,500          5/31/04 
129                                                                                             
130        Telergy Network Services                                     54,980          6/30/05 
131                                                                                             
131a                                                                                            
131b                                                                                            
131c                                                                                            
132                                                                                             
133                                                                                             
133a                                                                                            
133b                                                                                            
134                                                                                             
134a                                                                                            
134b                                                                                            
135                                                                                             


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                       2ND LARGEST                           2ND LARGEST       2ND LARGEST      
 CONTROL                 TENANT                              TENANT AREA      TENANT LEASE      
   NO.                    NAME                             LEASED (SQ. FT.)    EXP. DATE        
================================================================================================
                                                                                                
1          Jenkens & Gilchrist Parker Chapin LLP               103,731             6/30/15      
2          Macy's (Self-Owned)                                 118,789                          
3          Foley's (Self-Owned)                                178,322                          
4          Primus Knowledge Solutions, Inc.                     51,035            10/31/05      
5          Bon-Ton Stores, Inc.                                 70,141             1/31/06      
6          Chipotle Mexican Grill                                3,468            11/30/10      
7                                                                                               
8          Sam's Club                                          111,813             3/29/16      
9          Colo.com                                             32,854             3/31/10      
10         Northwest Biotherapeutic                             38,776             8/31/10      
11                                                                                              
12         Sacramento Commercial Bank                           26,233            12/31/04      
13                                                                                              
13a                                                                                             
13b                                                                                             
14         NYC HRA                                              25,500              7/1/05      
15         Sav-on Drugs                                         15,000            10/31/19      
16         Stephen Rae Salon                                     6,842             9/30/05      
17                                                                                              
17a                                                                                             
17b                                                                                             
17c                                                                                             
17d                                                                                             
17e                                                                                             
17f                                                                                             
18         A.C.I. Atterholt                                     11,085             7/31/02      
19         Giant Food Stores                                    66,935            10/31/19      
20          Sav-On/Osco Drug                                    21,250            12/31/07      
21                                                                                              
21a                                                                                             
21b                                                                                             
21c                                                                                             
21d                                                                                             
21e                                                                                             
21f                                                                                             
22                                                                                              
23         Alfred Publishing Company                            20,738             3/31/08      
24         Wiredinn.com                                         10,285             6/11/04      
25         Esslinger-Wooten Maxwell                              5,600             4/17/05      
26                                                                                              
26a                                                                                             
26b                                                                                             
26c                                                                                             
26d                                                                                             
26e                                                                                             
26f                                                                                             
27                                                                                              
28         The Good Guys, Inc.                                  14,950            10/31/05      
29         TREAT Entertainment                                  14,042            12/31/01      
30                                                                                              
31         The Waugh Company                                     8,165             1/31/04      
32                                                                                              
33         Hancock Fabrics                                      13,230            10/31/05      
34         Emporium Inc.                                        36,500             8/31/10      
35         Goody's                                              30,038             5/31/10      
36         County of Riverside                                  27,131             1/31/03      
37         Eckerd Drug                                          10,908             9/11/20      
38         Hard Rock Cafe                                        6,000             6/30/08      
39         Bi-Lo                                                35,898             2/23/08      
40                                                                                              
41         McDonald's Corporation                                3,879            12/12/08      
42         Computer Associates                                  15,655             5/31/07      
43         Goodwill                                             12,000             4/30/10      
44                                                                                              
45         99 Cent Only Store                                   17,655             1/31/07      
46         Larson Training                                      10,837             3/14/05      
47         Dr. William Rader                                     1,512            12/31/10      
48                                                                                              
49                                                                                              
50                                                                                              
51         Big Bear                                             36,052             9/30/13      
52         Kroger                                               30,624            10/31/04      
52a        ABC Warehouse                                        28,832            10/31/06      
52b        Advanced Auto                                         5,200            12/31/05      
53         Food Lion                                            29,450             12/5/05      
54         Riviera Bakery (Simon's Wholesale Bakery)            23,544             9/19/06      
55                                                                                              
56                                                                                              
57                                                                                              
58                                                                                              
59         Church World Service, Inc.                            8,278             10/6/03      
60         Video Max                                             5,760             7/31/06      
61         Rush Entertainment, LLC                               7,685             2/28/07      
62         Downers Grove Hobbies                                 4,967             6/30/02      
63                                                                                              
64         Vitamin Shoppe                                        4,250             6/30/06      
65         United Merchandising Corp.                            8,000             1/31/09      
66         Walgreens                                            13,500             4/30/07      
67                                                                                              
68         ColorTyme Rentals                                     5,200            11/30/05      
69         Magellan Behavioral Health                           20,400            12/31/05      
69a        Champion Distribution                                19,220            10/31/05      
69b        Peripheral Plus                                      15,000             2/28/03      
69c                                                                                             
70         Synergies America                                    13,810             7/31/02      
71                                                                                              
72                                                                                              
73                                                                                              
74         CVS                                                  10,500             5/15/12      
75         AAR                                                  30,880             9/30/07      
76         Diversified Insurance Mgmt.                           7,203             2/28/04      
77         MC Consultants                                        4,296             1/31/03      
78                                                                                              
79         Immediate Medical Care                                9,715             8/31/09      
80                                                                                              
81         Treasures                                             4,750             4/30/05      
82         Discount Palace, Inc.                                 7,730             8/21/11      
83         Barr & Barr, Inc.                                    13,000             4/30/11      
84         URS/Greiner                                          10,044             2/25/05      
85                                                                                              
86         Mt. Olive Church                                      4,700             1/31/02      
87         Sanwa Bank                                            8,700            12/14/03      
88         Burger King                                           3,743             5/31/15      
89         L.B. Property Management, Inc.                        6,440             6/30/10      
90                                                                                              
91                                                                                              
92         Soleil                                                4,500             4/30/10      
93         Cardio Club, Inc.                                     6,000             1/31/06      
94                                                                                              
95         Goodtime Billiards                                    3,497             2/28/03      
96         First Bethal-Harvest Time                             6,060             2/28/03      
97                                                                                              
98                                                                                              
99         Dollar Tree                                           5,000             6/30/05      
100                                                                                             
101                                                                                             
102        Hibbetts                                              4,000             3/31/06      
103                                                                                             
104        National Home Video                                   3,000            12/31/01      
105                                                                                             
105a                                                                                            
105b                                                                                            
106        Laudra Mart Corporation                               3,809             3/31/09      
107        Dollar Tree                                           5,000             2/28/09      
108        Peter Piper Pizza                                     4,200             3/31/02      
109        Spacedisk, Inc.                                      10,071             2/28/06      
110        3-D Systems                                           6,390             1/31/04      
111        Chase Bank                                            7,477             4/30/03      
112                                                                                             
113        United Aerodynamics Corp                             10,695             8/31/03      
114                                                                                             
115        Nail Fervour                                          2,800            10/31/04      
116        John D. Kime/Tamara D. Innes                          6,240             5/31/03      
117                                                                                             
118                                                                                             
119        F&R International                                     2,753             6/30/05      
120        Gary Hirsh, D.D.S.                                    2,560            12/31/08      
121                                                                                             
122        R.G.S. Enterprises, Inc.                              4,675             1/31/03      
123                                                                                             
124        Oxtail's Corp.                                        4,950            12/31/03      
125                                                                                             
126        Radio Shack                                           2,500             8/31/05      
127        Electic Lotus                                         2,000            11/30/03      
128        Radio Shack                                           2,000             1/31/09      
129                                                                                             
130        Cintas                                               17,738              1/5/04      
131                                                                                             
131a                                                                                            
131b                                                                                            
131c                                                                                            
132                                                                                             
133                                                                                             
133a                                                                                            
133b                                                                                            
134                                                                                             
134a                                                                                            
134b                                                                                            
135                                                                                             


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                          3RD LARGEST                                3RD LARGEST        3RD LARGEST        
 CONTROL                     TENANT                                  TENANT AREA        TENANT LEASE       
   NO.                        NAME                                LEASED (SQ. FT.)       EXP. DATE         
===========================================================================================================
                                                                                                           
1          United Nations Office for Project Services                  79,615              12/31/14        
2          Filene's (Self-Owned)                                       80,931                              
3          Sears (Self-Owned)                                         150,000                              
4          Bullivant Houser Bailey PC                                  36,763             2/28/2002(8)     
5          Dick's Sporting Goods                                       51,000              10/31/15        
6          Randstad North America                                       2,317               9/30/07        
7                                                                                                          

8          Kohl's Pennsylvania, Inc.                                   86,584               1/30/21        
9          Office Depot                                                27,173               6/20/09        
10         Epoch Pharmaceuticals                                       25,580              10/30/12        
11                                                                                                         

12         Dept. of Health Services                                     6,868               1/31/06        
13                                                                                                         
13a                                                                                                        
13b                                                                                                        
14         Goodwill Industries                                         17,000               10/3/05        
15         Gateway                                                      5,400              12/31/04        
16         Men's Warehouse                                              6,500               9/30/05        
17                                                                                                         
17a                                                                                                        
17b                                                                                                        
17c                                                                                                        
17d                                                                                                        
17e                                                                                                        
17f                                                                                                        

18         Modern Technology School                                    10,706              12/31/05        
19         Family Toy Warehouse                                        20,000               1/31/03        
20         Factory U-2 Stores, Inc.                                    19,500               4/30/02        
21                                                                                                         
21a                                                                                                        
21b                                                                                                        
21c                                                                                                        
21d                                                                                                        
21e                                                                                                        
21f                                                                                                        
22                                                                                                         
23         NEC Business Network                                        20,398               7/31/06        
24         Adidas Promotional Retail Opr.                              10,001               9/30/06        
25         Kids Under Construction, Inc.                                4,980               1/26/05        
26                                                                                                         
26a                                                                                                        
26b                                                                                                        
26c                                                                                                        
26d                                                                                                        
26e                                                                                                        
26f                                                                                                        
27                                                                                                         
28         Checkers Drive In Restaurant                                 1,928                1/2/09        
29         Retail Marketing Services                                   10,936               6/30/06        
30                                                                                                         
31         El Fenix                                                     7,620               6/30/11        
32                                                                                                         
33         Triple Crown Baseball                                       12,865                5/6/04        
34         JC Penney                                                   35,670               7/31/14        
35         Family Toy Warehouse                                        20,000              10/31/04        
36         Chapman University                                          10,600               1/31/05        
37         Bellacinos Pizza                                             2,800               7/31/05        
38         Jack's Diving Locker                                         1,838               8/31/02        
39         Eckerd Store #2894                                           9,750                2/2/08        
40                                                                                                         
41         Kentucky Fried Chicken                                       2,628                7/4/03        
42                                                                                                         
43         Rent-Way                                                     3,500              10/31/04        
44                                                                                                         
45         Dollar Cleaners                                              2,750               7/31/03        
46         AAC Corporation                                              6,773               1/31/04        
47         Winco Asset Management                                       1,471              12/31/10        
48                                                                                                         
49                                                                                                         
50                                                                                                         
51         Fashion Bug                                                  9,500               1/31/04        
52         ABC Warehouse                                               28,832              10/31/06        
52a        Ya Ya's Chicken                                              5,000               9/30/05        
52b        Planet Sun                                                   1,950               7/31/01        
53         Family Dollar                                                6,000              12/31/04        
54         CCROP                                                       23,222               8/31/02        
55                                                                                                         
56                                                                                                         
57                                                                                                         
58                                                                                                         
59         Image Photo Services, Inc.                                   6,500               3/31/04        
60         McDonald's Corp                                              3,653               5/10/08        
61         Men's Wearhouse, Inc.                                        6,000               5/21/05        
62         United Liquors                                               4,818              12/31/01        
63                                                                                                         
64         Better Back Store                                            2,400              12/31/03        
65         Sonic Drive-In                                               7,000               7/31/07        
66         Movie Masters                                                6,589               3/31/05        
67                                                                                                         
68         Oriental Buffet                                              4,800              11/30/05        
69         Champion Distribution                                       19,220              10/31/05        
69a        Radio Communications                                         2,300              12/31/02        
69b                                                                                                        
69c                                                                                                        
70         G.P.O.A.                                                    11,774               8/30/05        
71                                                                                                         
72                                                                                                         
73                                                                                                         
74         Rent-A-Center                                                2,800              12/28/02        
75         Batesville Logistics                                        16,940              10/31/03        
76         Big Pictures Technologies                                    5,695               4/30/06        
77         Quantum Leap                                                 4,256              10/31/01        
78                                                                                                         
79         Jefferson X-Ray Group                                        5,060               7/31/09        
80                                                                                                         
81         Eagle Vail Cafe                                              3,600              11/30/03        
82         Hometown Quick Mart, Inc.                                    3,236               5/15/11        
83                                                                                                         
84         Faulkner University                                          7,359               5/31/05        
85                                                                                                         
86         Gymboree                                                     3,600               2/28/06        
87         Velling Pasarow Corbett                                      7,500               3/31/04        
88         Sunrise Coin Laundry                                         1,440               9/30/04        
89         Personal Assistance Services Council of LA County            6,099               9/14/05        
90                                                                                                         
91                                                                                                         
92         Wilde Meyer Gallery                                          2,200               2/28/05        
93         Proos Pharmacy of Whitmore Lk                                5,000               1/31/05        
94                                                                                                         
95         Mey Fung Bakery                                              2,552               7/31/05        
96         Shop & Save                                                  5,904               1/30/10        
97                                                                                                         
98                                                                                                         
99         On-Cue                                                       5,000               1/31/06        
100                                                                                                        
101                                                                                                        
102        Blockbuster-C&C                                              3,880               6/30/04        
103                                                                                                        
104        Krankee Yankee Sports Bar                                    2,800               3/31/02        
105                                                                                                        
105a                                                                                                       
105b                                                                                                       
106        Love Thy Kids Academy                                        3,585               6/30/09        
107        Norfolk Pediatrics                                           2,000               8/31/06        
108        El Rancho Market                                             2,905               1/31/05        
109        Woodard & Curran, Inc.                                       7,814               3/31/06        
110        TMI Logistics Group                                          2,840               1/31/02        
111        Occucenters                                                  6,556               4/30/02        
112                                                                                                        
113        Xyan, Inc.                                                   9,060              10/31/04        
114                                                                                                        
115        First Class Cleaners                                         2,100               7/31/04        
116        Burns Pest Elimination                                       6,240               1/31/03        
117                                                                                                        
118                                                                                                        
119        Lexon Developer Service                                      1,618               1/31/06        
120        SDI Investments                                              2,250               9/30/01        
121                                                                                                        
122        Howell Appliance and Service                                 1,796               1/31/04        
123                                                                                                        
124        Caribbean Delites, Inc.                                      2,812               2/28/04        
125                                                                                                        
126        Affordable Care                                              2,000              11/30/03        
127        Psychobabble                                                 1,250              10/31/09        
128        El Rodeo Mexican Restaurant                                  4,000               4/30/04        
129                                                                                                        
130        GB Stringer                                                 11,250               5/31/04        
131                                                                                                        
131a                                                                                                       
131b                                                                                                       
131c                                                                                                       
132                                                                                                        
133                                                                                                        
133a                                                                                                       
133b                                                                                                       
134                                                                                                        
134a                                                                                                       
134b                                                                                                       
135                                                                                                        


(1)  The prepayment provision commences from the first interest accrual period  
for each mortgage loan.                                               
(2)  Reflects total gross leaseable area of the property, including anchor      
    stores. Collateral square feet for the Cape Cod Mortgage Loan is comprised
   of three of the anchor stores with 195,380 square feet, two major tenants
with 77,498 square feet and in-                                       
(3)  Reflects total gross leaseable area of the property, including anchor      
stores. Collateral square feet for the Vista Ridge Mortgage Loan is   
   comprised of the in-line mall space of 340,395 square feet and the 39,382
square foot movie theater for a total                                 
(4)  Reflects overall mall occupancy of the Cape Cod Mall property and the Vista
Ridge Mall property, respectively.                                    
(5)  Reflects weighted average occupancy of office and retail components of the 
Westlake Center Mortgaged Property.                                   
(6)  SAFECO Insurance Company's square feet includes 32,850 square feet leased  
by its subsidiary, F. B. Beattie & Company.                           
(7)  SAFECO Insurance Company's lease expiration, including the F.B. Beattie &  
Company lease, is comprised of 78,994 square feet expiring 5/31/2002, 
 16,642 square feet expiring 12/31/2003, and 12,301 square feet expiring
1/31/2004.                                                            
(8)  Bullivant Houser Bailey PC's lease expiration is comprised of 30,961 square
feet expiring 2/28/2002, and 5,802 sqare feet expiring 4/30/2002.     
(9)  It should be noted that mortgage loans secured by overlapping fee and      
 leasehold interests are presented as secured by fee simple interests in
this prospectus supplement.                                           

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ANNEX A-2 
CERTAIN MONETARY TERMS OF THE UNDERLYING MORTGAGE LOANS 

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LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C3  

                                                        [Enlarge/Download Table]

                                                          ORIGINAL   REMAINING                                              
                                                         INTEREST-   INTEREST-                                              
                                                            ONLY        ONLY                                                
CONTROL                     PROPERTY                       PERIOD      PERIOD       AMORTIZATION                  MATURITY  
  NO.                         NAME                        (MONTHS)    (MONTHS)          TYPE             ARD        DATE    
----------------------------------------------------------------------------------------------------------------------------
                                                                                                                            
1        Chrysler Building                                       24           23 Interest-Only, ARD      7/11/11    7/11/31 
2        Cape Cod                                                                Balloon                            3/11/11 
3        Vista Ridge Mall                                                        ARD                     4/11/11    4/11/31 
4        Westlake Center                                                         ARD                     2/11/11    2/11/31 
5        Shoppingtown Mall                                                       Balloon                            5/11/11 
6        International Place                                                     ARD                     5/11/11    5/11/31 
7        Fairfax Apartments                                                      Balloon                            6/11/06 
8        Northampton Crossings                                                   ARD                     3/11/11    3/11/31 
9        Park Central                                                            ARD                    12/11/10   12/11/30 
10       Nexus - Canyon Park Laboratory                                          ARD                    12/11/10   12/11/30 
11       740 South Olive Street                                                  ARD                     6/11/11    6/11/31 
12       Sacramento Corporate Center                                             Balloon                            4/11/11 
13       Houston Galleria Portfolio                                              Balloon                            4/11/11 
14       One Hoyt Street                                                         ARD                     6/11/11    6/11/31 
15       Brentwood Place                                                         Balloon                            5/11/11 
16       Polo Towne Crossing                                                     ARD                     4/11/11    4/11/31 
17       U-Haul B Portfolio                                                      ARD                     7/11/11    7/11/31 
18       Golden West & Gene Autrey Business Park                                 Balloon                            4/11/06 
19       Loyal Plaza                                                             Balloon                            6/11/11 
20       Food 4 Less Center-Santa Ana                                            Balloon                            6/11/11 
21       U-Haul A Portfolio                                                      ARD                     7/11/11    7/11/31 
22       Fedex Distribution Facility                                             Balloon                            6/11/11 
23       Valley Corporate Park                                                   Balloon                            5/11/06 
24       Comstock Office Tower                                                   Balloon                            4/11/11 
25       Martin Square                                                           ARD                     5/11/11    5/11/28 
26       Wichita Apartments Portfolio                                            Balloon                             1/1/10 
27       Homewood Suites - Billerica                                             Balloon                             1/1/11 
28       Food 4 Less Center-Buena Park                                           Balloon                            6/11/11 
29       Century Center North                                                    Balloon                            6/11/06 
30       Home Depot                                                              ARD                     4/11/11    4/11/31 
31       Plaza Bank Shopping Center                                              Balloon                            4/11/11 
32       38 East 61st Street                                                     ARD                     6/11/11    6/11/31 
33       Great Bridge Shopping Center                                            Balloon                            4/11/11 
34       Pony Village                                                            Balloon                            5/11/08 
35       River Valley Plaza                                                      Balloon                            5/11/11 
36       Moreno Valley Corporate Center                                          Balloon                            5/11/11 
37       Steele Creek Shopping Center                                            Balloon                            5/11/11 
38       Coconut Grove Marketplace                                               Balloon                            4/11/11 
39       Catersville Crossing                                                    Balloon                            5/11/11 
40       Homewood Suites - Bloomington                                           Balloon                             1/1/11 
41       Food 4 Less Center-Norwalk                                              Balloon                            6/11/11 
42       Merrill Lynch Office Building                                           ARD                     6/11/11    6/11/31 
43       Meadowview Square                                                       Balloon                            3/11/11 
44       Park Place Apartments                                                   Balloon                            6/11/06 
45       Food 4 Less Center-Inglewood                                            Balloon                            6/11/11 
46       Park Orangewood                                                         Balloon                            4/11/08 
47       Enclave                                                                 Balloon                            3/11/11 
48       Summittree Apartments                                                   Balloon                            7/11/11 
49       EST                                                                     ARD                     6/11/11    6/11/31 
50       Food 4 Less-West Covina                                                 Balloon                            6/11/11 
51       East Point Plaza                                                        Balloon                            2/11/11 
52       TLM Portfolio                                                           ARD                     7/11/11    7/11/31 
53       Piney Green Shopping Center                                             Balloon                            4/11/11 
54       Ritchey Business Center                                                 Balloon                            5/11/11 
55       Long's Drugs - San Pablo                                                Balloon                            3/10/20 
56       Good Neighbor Apartments                                                Balloon                            3/11/11 
57       The Timbers Apartments                                                  Balloon                            7/11/06 
58       Country Hills Apartments                                                Balloon                            7/11/06 
59       5040 Airport Office Center                                              Balloon                            6/11/11 
60       Food 4 Less Center-Long Beach                                           Balloon                            6/11/11 
61       Rush Walton                                                             Balloon                            6/11/06 
62       Green Knolls Shopping                                                   Balloon                            1/11/08 
63       Village Green Mobile Home Park                                          Balloon                            3/11/11 
64       Sprout Brook Center                                                     Balloon                            4/11/11 
65       Food 4 Less Center-Anaheim                                              Balloon                            6/11/11 
66       River Bay Plaza                                                         Balloon                            6/11/11 
67       Comfort Inn - JFK                                                       Balloon                            6/11/11 
68       Sentry Station                                                          Balloon                            5/11/11 
69       10 Atlantic Portfolio                                                   Balloon                            12/1/09 
70       Pacific Corporate Center                                                Balloon                             3/1/06 
71       Rite Aid - Ramona                                                       Balloon                            3/10/20 
72       Cottonwood Creek Apartments                                             Balloon                            3/11/11 
73       University Hills Apartments                                             Balloon                            6/11/06 
74       Park Plaza Shopping Center                                              Balloon                            5/11/11 
75       Mid America Business Park Building 1                                    Balloon                            6/11/11 
76       400 Chisolm                                                             Balloon                            6/11/06 
77       Palomar Business Park                                                   Balloon                             4/1/06 
78       Overlook Apartments                                                     Balloon                            5/11/11 
79       1260 Silas Deane Highway                                                ARD                     5/11/11    5/11/31 
80       319 East 8th Street                                                     ARD                     5/11/11    5/11/31 
81       The Eagle Vail Industrial Center                                        Balloon                            5/11/11 
82       CVS Plaza                                                               ARD                     6/11/11    6/11/31 
83       260 Cochituate Road                                                     Balloon                            5/11/08 
84       Executive Center                                                        Balloon                            2/11/11 
85       Lakeside Village                                                        Balloon                            3/11/11 
86       Lancer Square Shopping Center                                           ARD                     5/11/11    5/11/31 
87       1 Cupania Circle                                                        Balloon                            5/11/11 
88       Sunrise Plaza                                                           Balloon                            5/11/08 
89       Woodman Plaza                                                           Balloon                            5/11/06 
90       Fairfield Inn - Scottsdale                                              Balloon                            4/11/11 
91       Fairfield Inn - Dallas                                                  Balloon                            4/11/11 
92       El Cortijo Shopping Center                                              Balloon                            3/11/11 
93       Lakeview Centre                                                         Balloon                            4/11/11 
94       Kariotis Mobile Home Park                                               Balloon                            4/11/11 
95       Van Nuys                                                                ARD                     5/11/11    5/11/31 
96       Expressway Center                                                       ARD                     2/11/11    2/11/31 
97       Quail Ridge                                                             Balloon                            5/11/11 
98       Amber Vista Apartments                                                  Balloon                            5/11/11 
99       Wal-Mart Brookhaven                                                     Balloon                            4/11/11 
100      Walgreens - Bellingham                                                  Balloon                            6/11/11 
101      Walgreen's                                                              Balloon                            5/11/11 
102      Wal-Mart Crowley                                                        Balloon                            4/11/11 
103      LaSombra Apartments                                                     Balloon                            7/11/06 
104      Trolley Square                                                          Balloon                            6/11/11 
105      Sherwood Forest & Lamplighter Mobile Home Parks                         Balloon                            5/11/11 
106      Honey Hill Plaza                                                        Balloon                            3/11/11 
107      Super K Local Shops                                                     Balloon                            5/11/11 
108      Plaza Del Rio                                                           Balloon                            4/11/11 
109      Wellington Business Park                                                Balloon                            5/11/11 
110      Atwater Court                                                           Balloon                            4/11/11 
111      The Chase Bank Building                                                 Balloon                            6/11/11 
112      Steele Creek Mobile Home Park                                           Balloon                            3/11/11 
113      Montbello Centre                                                        Balloon                            6/11/11 
114      San Vicente Apartments                                                  Balloon                            3/11/11 
115      Shoppes at Jones Bridge                                                 Balloon                            4/11/11 
116      Desert Cove Industrial Center                                           Balloon                            6/11/11 
117      Creston Apartments                                                      Balloon                            2/11/11 
118      Ninety East Mobile Home Park                                            Balloon                            5/11/11 
119      Cooper Marketplace                                                      Balloon                            5/11/11 
120      Navajo Office Park                                                      Balloon                            5/11/11 
121      Darling Apartments                                                      Balloon                           12/11/10 
122      Newtowne Center                                                         Balloon                            4/11/11 
123      Kelbourne Apartments                                                    Balloon                            6/11/06 
124      Tarrybrooke Square                                                      Balloon                            4/11/11 
125      Park South Apartments                                                   Balloon                           12/11/10 
126      Wal-Mart Lafayette                                                      Balloon                            4/11/11 
127      1864-1870 North Vermont Avenue                                          Balloon                            4/11/11 
128      ABC Plaza                                                               Balloon                            4/11/11 
129      Stoneybrook Mobile Home Park                                            Balloon                            5/11/11 
130      6341 Thompson Rd                                                        Balloon                            3/11/11 
131      Ames Portfolio                                                          Balloon                            5/11/11 
132      614 Massachusetts Avenue                                                Balloon                            6/11/11 
133      Edgewater & Edgewood Portfolio                                          Balloon                            5/11/11 
134      Azure Lane Apartments and Ridgewood Avenue Apartments                   Balloon                           12/11/10 
135      301 Northwest 32nd Court                                                Balloon                            6/11/11 


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                                                                             CUT-OFF                            
                        ORIGINAL                  REMAINING    REMAINING    DATE DEBT              SCHEDULED    
                      AMORTIZATION                 TERM TO      LOCKOUT      SERVICE    CUT-OFF     MATURITY    
CONTROL   MORTGAGE        TERM       SEASONING      ARD OR       PERIOD     COVERAGE     DATE     OR ARD DATE   
  NO.     RATE (%)      (MONTHS)      (MONTHS)     MATURITY     (MONTHS)    RATIO (X)   LTV (%)     LTV (%)     
----------------------------------------------------------------------------------------------------------------
                                                                                                                
1            6.910          360            1          120           25        2.14      43.4           38.2     
2            6.797          360            4          116           25        1.68      62.3           54.2     
3            6.870          360            3          117           25        1.57      62.3           53.5     
4            7.890          360            6          115           25        1.75      41.0           36.6     
5            8.000          360            2          118           25        1.65      56.7           50.7     
6            7.830          360            2          118           25        1.22      71.2           63.5     
7            7.150          360            1           59           47        1.26      78.2           74.2     
8            7.310          360            4          116           25        1.29      78.7           69.4     
9            8.290          360            7          113           25        1.31      71.5           64.7     
10           7.750          360            7          113           25        1.46      70.2           62.7     
11           7.630          360            1          119           25        1.29      74.0           65.7     
12           8.150          360            3          117           25        1.29      70.5           63.4     
13           7.476          300            3          117           25        1.46      71.6           58.3     
14           7.900          360            1          119           25        1.30      74.3           66.4     
15           7.400          360            2          118           46        1.26      73.2           64.6     
16           7.280          360            3          117           25        1.35      75.5           66.5     
17           8.080          360            1          120           25        1.51      57.9           51.9     
18           7.070          360            3           57           25        1.31      74.7           71.0     
19           7.180          360            1          119           47        1.35      78.6           68.9     
20           7.680          360            1          119           25        1.23      79.6           70.7     
21           8.080          360            1          120           25        1.50      50.7           45.4     
22           7.690          300            1          119           47        1.25      73.6           60.2     
23           7.260          360            2           58           25        1.38      74.9           71.3     
24           7.380          360            3          117           45        1.27      74.0           65.3     
25           7.490          324            2          118           25        1.26      78.9           66.7     
26           8.700          360           18          102           30        1.47      79.3           72.7     
27           7.840          300            6          114           25        1.57      63.0           52.0     
28           7.680          360            1          119           25        1.24      79.5           70.6     
29           7.420          360            1           59           25        1.27      77.5           73.8     
30           7.500          360            3          117           25        1.22      76.3           67.5     
31           7.340          360            3          117           45        1.34      76.1           67.1     
32           7.750          360            1          119           25        1.65      62.0           55.1     
33           7.290          360            3          117           25        1.30      77.4           68.1     
34           7.350          300            2           82           46        1.33      64.2           56.7     
35           7.150          360            2          118           46        1.32      79.3           69.5     
36           7.650          344            0          118           25        1.42      66.7           58.3     
37           7.470          360            2          118           46        1.30      79.6           70.4     
38           7.420          324            3          117           45        1.29      72.2           61.1     
39           7.350          360            2          118           46        1.30      79.9           70.4     
40           7.840          300            6          114           25        1.53      71.0           58.6     
41           7.680          360            1          119           25        1.24      66.9           59.4     
42           7.590          360            1          119           25        1.26      76.3           67.6     
43           7.250          360            4          116           44        1.29      79.3           69.8     
44           7.000          360            1           59           47        1.31      67.8           64.3     
45           7.680          360            1          119           25        1.29      79.9           71.0     
46           7.260          360            3           81           25        1.31      72.7           67.4     
47           7.310          360            4          116           44        1.31      77.1           67.9     
48           7.460          360            0          120           25        1.25      76.8           67.8     
49           8.000          360            1          119           25        1.49      72.4           64.8     
50           7.680          360            1          119           25        1.22      77.9           69.1     
51           7.250          360            5          115           43        1.57      69.5           61.2     
52           7.860          360            0          120           25        1.45      72.8           64.9     
53           7.400          360            3          117           25        1.29      73.5           64.9     
54           7.890          360            2          118           25        1.42      69.0           61.6     
55           6.739          300           40          224           20        1.00     100.1           23.9     
56           7.310          300            4          116           25        1.32      77.2           62.6     
57           7.140          360            0           60           36        1.46      75.0           71.2     
58           7.040          360            0           60           48        1.29      76.5           72.5     
59           7.490          360            1          119           47        1.30      70.3           62.1     
60           7.680          360            1          119           25        1.27      79.9           71.0     
61           6.960          360            1           59           47        1.70      35.4           33.5     
62           7.580          353            0           78           25        1.28      74.7           69.7     
63           7.210          360            4          116           44        1.24      76.3           67.1     
64           7.375          360            3          117           25        1.42      68.8           60.7     
65           7.530          144            1          119           25        1.21      55.8           13.8     
66           7.820          360            1          119           47        1.36      79.9           71.2     
67           8.270          300            1          119           47        1.40      63.3           52.6     
68           7.560          360            2          118           46        1.38      73.7           65.3     
69           8.550          360           19          101           29        1.69      52.3           47.9     
70           7.330          360            4           56           25        1.30      72.6           69.3     
71           6.739          300           40          224           20        1.00     102.6           24.5     
72           7.150          360            4          116           44        1.22      76.2           66.9     
73           7.230          360            1           59           47        1.36      71.6           68.1     
74           7.500          300            2          118           46        1.26      76.9           62.6     
75           7.780          360            1          119           47        1.30      76.1           67.7     
76           7.470          360            1           59           47        1.33      67.7           64.5     
77           7.050          360            3           57           25        1.42      70.9           67.3     
78           7.580          360            2          118           25        1.47      79.9           70.8     
79           7.970          360            2          118           25        1.30      72.8           65.2     
80           7.340          360            2          118           25        1.32      73.7           64.9     
81           7.580          360            2          118           25        1.31      72.9           64.6     
82           7.830          360            1          119           25        1.39      77.9           69.4     
83           7.400          360            2           82           46        1.43      70.9           65.8     
84           7.500          300            5          115           43        1.32      66.9           54.6     
85           7.260          360            4          116           44        1.44      68.8           60.6     
86           7.750          360            2          118           25        1.34      71.7           63.8     
87           7.590          360            2          118           46        1.26      74.9           66.4     
88           7.240          360            2           82           46        1.27      75.8           70.1     
89           7.170          360            2           58           28        1.33      73.2           69.6     
90           7.476          300            3          117           25        1.61      47.0           38.3     
91           7.476          300            3          117           25        1.52      66.1           53.8     
92           7.590          300            4          116           44        1.39      72.6           59.4     
93           7.400          360            3          117           25        1.42      71.6           63.2     
94           7.210          360            3          117           45        1.25      76.1           66.9     
95           8.000          360            2          118           25        1.42      73.1           65.4     
96           7.950          360            5          115           25        1.64      56.4           50.5     
97           7.620          360            2          118           25        1.31      79.9           70.9     
98           7.480          324            2          118           35        1.33      79.3           67.1     
99           7.140          360            3          117           25        1.36      76.9           67.4     
100          7.630          300            1          119           47        1.55      51.8           42.3     
101          7.625          360            2          118           25        1.27      74.5           66.1     
102          7.140          360            3          117           25        1.35      77.0           67.5     
103          7.140          300            0           60           36        1.36      77.2           71.0     
104          7.820          360            1          119           47        1.28      74.2           66.1     
105          7.875          300            2          118           25        1.44      64.8           53.3     
106          7.580          360            4          116           44        1.40      74.4           66.1     
107          7.460          360            2          118           25        1.26      78.9           69.7     
108          7.230          360            3          117           33        1.44      74.8           65.8     
109          7.700          360            2          118           25        1.25      72.6           64.5     
110          7.525          360            3          117           45        1.31      74.0           65.6     
111          7.840          360            1          119           25        1.37      66.3           59.1     
112          7.210          360            4          116           44        1.27      68.1           59.9     
113          7.670          360            1          119           47        1.32      50.6           44.9     
114          7.230          360            4          116           44        1.36      66.5           58.5     
115          7.370          300            3          117           45        1.34      74.4           60.4     
116          7.800          360            1          119           25        1.26      72.4           64.5     
117          7.950          360            5          115           25        1.29      75.8           67.9     
118          7.520          360            2          118           25        1.41      74.9           66.3     
119          7.940          360            2          118           25        1.35      68.1           60.9     
120          7.560          360            2          118           46        1.33      72.1           63.9     
121          8.375          360            7          113           25        1.35      75.9           68.7     
122          7.400          300            3          117           25        1.43      64.4           52.3     
123          7.140          360            1           59           35        1.54      72.2           68.6     
124          7.490          360            3          117           25        1.49      68.0           60.2     
125          7.590          360            7          113           41        1.27      68.8           61.2     
126          7.140          360            3          117           25        1.32      77.5           68.0     
127          7.900          360            3          117           25        1.38      70.6           63.1     
128          7.140          360            3          117           25        1.36      70.7           62.0     
129          7.680          360            2          118           25        1.35      74.2           65.9     
130          7.490          360            4          116           25        1.25      74.0           65.5     
131          8.500          360            2          118           25        1.33      77.3           70.0     
132          7.870          360            1          119           25        1.20      74.2           66.2     
133          8.300          300            2          118           25        1.50      73.9           61.6     
134          8.125          360            7          113           25        1.26      78.4           70.6     
135          8.000          360            1          119           25        1.40      68.9           61.7     


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 ANNEX A-3

CERTAIN INFORMATION REGARDING RESERVES

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LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C3

                                                        [Enlarge/Download Table]

                                                                                                           INITIAL DEPOSIT      
                                                                                                           TO THE CAPITAL       
CONTROL                        PROPERTY                              PROPERTY                               IMPROVEMENT         
  NO.                            NAME                                  TYPE            SPECIFIC              ACCOUNT ($)        
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                
1        Chrysler Building                                     Office                                              0.00         
2        Cape Cod                                              Retail               Regional Mall                  0.00         
3        Vista Ridge Mall                                      Retail               Regional Mall                  0.00         
4        Westlake Center                                       Office                                              0.00         
5        Shoppingtown Mall                                     Retail               Regional Mall             10,625.00         
6        International Place                                   Office                                              0.00         
7        Fairfax Apartments                                    Multifamily                                         0.00         
8        Northampton Crossings                                 Retail               Anchored                       0.00         
9        Park Central                                          Office                                              0.00         
10       Nexus - Canyon Park Laboratory                        Office                                              0.00         
11       740 South Olive Street                                Multifamily                                   226,875.00         
12       Sacramento Corporate Center                           Office                                         71,000.00         
13       Houston Galleria Portfolio                            Hotel                Full Service                   0.00         
14       One Hoyt Street                                       Retail               Unanchored                     0.00         
15       Brentwood Place                                       Retail               Anchored                       0.00         
16       Polo Towne Crossing                                   Retail               Anchored                       0.00         
17       U-Haul B Portfolio                                    Self Storage                                  231,481.25         
18       Golden West & Gene Autrey Business Park               Industrial/W'hse                                5,125.00         
19       Loyal Plaza                                           Retail               Anchored                       0.00         
20       Food 4 Less Center-Santa Ana                          Retail               Anchored                  27,925.00         
21       U-Haul A Portfolio                                    Self Storage                                  136,500.00         
22       Fedex Distribution Facility                           Industrial/W'hse                                    0.00         
23       Valley Corporate Park                                 Office                                              0.00         
24       Comstock Office Tower                                 Office                                              0.00         
25       Martin Square                                         Retail               Anchored                       0.00         
26       Wichita Apartments Portfolio                          Multifamily                                    28,827.56         
27       Homewood Suites - Billerica                           Hotel                Limited Service                0.00         
28       Food 4 Less Center-Buena Park                         Retail               Anchored                  27,062.00         
29       Century Center North                                  Office                                              0.00         
30       Home Depot                                            Retail               Anchored                       0.00         
31       Plaza Bank Shopping Center                            Retail               Anchored                   2,750.00         
32       38 East 61st Street                                   Office                                              0.00         
33       Great Bridge Shopping Center                          Retail               Anchored                   4,687.50         
34       Pony Village                                          Retail               Anchored                  31,412.50         
35       River Valley Plaza                                    Retail               Anchored                       0.00         
36       Moreno Valley Corporate Center                        Office/Industrial                                   0.00         
37       Steele Creek Shopping Center                          Retail               Anchored                       0.00         
38       Coconut Grove Marketplace                             Retail               Unanchored                     0.00         
39       Catersville Crossing                                  Retail               Anchored                       0.00         
40       Homewood Suites - Bloomington                         Hotel                Limited Service           31,900.00         
41       Food 4 Less Center-Norwalk                            Retail               Anchored                   9,375.00         
42       Merrill Lynch Office Building                         Office                                              0.00         
43       Meadowview Square                                     Retail               Anchored                       0.00         
44       Park Place Apartments                                 Multifamily                                     3,062.50         
45       Food 4 Less Center-Inglewood                          Retail               Anchored                   4,250.00         
46       Park Orangewood                                       Office                                         83,000.00         
47       Enclave                                               Office                                              0.00         
48       Summittree Apartments                                 Multifamily                                   337,875.00         
49       EST                                                   Office                                              0.00         
50       Food 4 Less-West Covina                               Retail               Anchored                     500.00         
51       East Point Plaza                                      Retail               Anchored                   4,500.00         
52       TLM Portfolio                                         Retail               Anchored                 217,208.00         
53       Piney Green Shopping Center                           Retail               Anchored                  52,833.00         
54       Ritchey Business Center                               Office                                              0.00         
55       Long's Drugs - San Pablo                              Other                                               0.00         
56       Good Neighbor Apartments                              Multifamily                                         0.00         
57       The Timbers Apartments                                Multifamily                                    20,262.50         
58       Country Hills Apartments                              Multifamily                                    75,375.00         
59       5040 Airport Office Center                            Office                                          3,125.00         
60       Food 4 Less Center-Long Beach                         Retail               Anchored                  28,281.00         
61       Rush Walton                                           Retail               Unanchored                14,062.50         
62       Green Knolls Shopping                                 Retail               Anchored                       0.00         
63       Village Green Mobile Home Park                        Mobile Home Park                                4,812.50         
64       Sprout Brook Center                                   Retail               Unanchored                     0.00         
65       Food 4 Less Center-Anaheim                            Retail               Anchored                  16,500.00         
66       River Bay Plaza                                       Retail               Anchored                   2,750.00         
67       Comfort Inn - JFK                                     Hotel                Limited Service                0.00         
68       Sentry Station                                        Retail               Unanchored                     0.00         
69       10 Atlantic Portfolio                                 Office/Industrial                                   0.00         
70       Pacific Corporate Center                              Industrial/W'hse                                2,375.00         
71       Rite Aid - Ramona                                     Other                                               0.00         
72       Cottonwood Creek Apartments                           Multifamily                                     1,250.00         
73       University Hills Apartments                           Multifamily                                     4,000.00         
74       Park Plaza Shopping Center                            Retail               Anchored                       0.00         
75       Mid America Business Park Building 1                  Industrial/W'hse                                    0.00         
76       400 Chisolm                                           Office                                         10,625.00         
77       Palomar Business Park                                 Industrial/W'hse                                1,200.00         
78       Overlook Apartments                                   Multifamily                                         0.00         
79       1260 Silas Deane Highway                              Office                                          7,000.00         
80       319 East 8th Street                                   Multifamily                                         0.00         
81       The Eagle Vail Industrial Center                      Mixed Use            Industrial/Reta        il  6,000.00         
82       CVS Plaza                                             Retail               Anchored                       0.00         
83       260 Cochituate Road                                   Office                                              0.00         
84       Executive Center                                      Office                                          6,250.00         
85       Lakeside Village                                      Multifamily                                    13,357.62         
86       Lancer Square Shopping Center                         Retail               Unanchored                     0.00         
87       1 Cupania Circle                                      Office                                        235,558.75         
88       Sunrise Plaza                                         Retail               Anchored                       0.00         
89       Woodman Plaza                                         Office                                              0.00         
90       Fairfield Inn - Scottsdale                            Hotel                Limited Service                0.00         
91       Fairfield Inn - Dallas                                Hotel                Limited Service                0.00         
92       El Cortijo Shopping Center                            Retail               Unanchored                     0.00         
93       Lakeview Centre                                       Retail               Anchored                       0.00         
94       Kariotis Mobile Home Park                             Mobile Home Park                                8,000.00         
95       Van Nuys                                              Retail               Unanchored                     0.00         
96       Expressway Center                                     Retail               Unanchored                 5,949.00         
97       Quail Ridge                                           Mobile Home Park                                    0.00         
98       Amber Vista Apartments                                Multifamily                                    11,812.50         
99       Wal-Mart Brookhaven                                   Retail               Anchored                       0.00         
100      Walgreens - Bellingham                                Retail               Anchored                       0.00         
101      Walgreen's                                            Retail               Anchored                       0.00         
102      Wal-Mart Crowley                                      Retail               Anchored                       0.00         
103      LaSombra Apartments                                   Multifamily                                   100,555.00         
104      Trolley Square                                        Retail               Unanchored                     0.00         
105      Sherwood Forest & Lamplighter Mobile Home Parks       Mobile Home Park                               19,625.00         
106      Honey Hill Plaza                                      Retail               Unanchored                     0.00         
107      Super K Local Shops                                   Retail               Anchored                       0.00         
108      Plaza Del Rio                                         Retail               Unanchored                 9,375.00         
109      Wellington Business Park                              Office                                         18,750.00         
110      Atwater Court                                         Industrial/W'hse                                    0.00         
111      The Chase Bank Building                               Office                                          3,625.00         
112      Steele Creek Mobile Home Park                         Mobile Home Park                                1,500.00         
113      Montbello Centre                                      Industrial/W'hse                                    0.00         
114      San Vicente Apartments                                Multifamily                                         0.00         
115      Shoppes at Jones Bridge                               Retail               Unanchored                     0.00         
116      Desert Cove Industrial Center                         Industrial/W'hse                                1,063.00         
117      Creston Apartments                                    Multifamily                                         0.00         
118      Ninety East Mobile Home Park                          Mobile Home Park                                    0.00         
119      Cooper Marketplace                                    Retail               Unanchored                     0.00         
120      Navajo Office Park                                    Office                                          5,750.00         
121      Darling Apartments                                    Multifamily                                         0.00         
122      Newtowne Center                                       Retail               Unanchored                     0.00         
123      Kelbourne Apartments                                  Multifamily                                         0.00         
124      Tarrybrooke Square                                    Retail               Unanchored                     0.00         
125      Park South Apartments                                 Multifamily                                         0.00         
126      Wal-Mart Lafayette                                    Retail               Anchored                       0.00         
127      1864-1870 North Vermont Avenue                        Retail               Unanchored                     0.00         
128      ABC Plaza                                             Retail               Anchored                       0.00         
129      Stoneybrook Mobile Home Park                          Mobile Home Park                                4,688.00         
130      6341 Thompson Rd                                      Industrial/W'hse                                    0.00         
131      Ames Portfolio                                        Mobile Home Park                               10,012.00         
132      614 Massachusetts Avenue                              Multifamily                                         0.00         
133      Edgewater & Edgewood Portfolio                        Mobile Home Park                                4,083.00         
134      Azure Lane Apartments and Ridgewood Avenue Apartments Multifamily                                         0.00         
135      301 Northwest 32nd Court                              Multifamily                                         0.00         


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                                                                [Download Table]

              ANNUAL                                                               
          DEPOSIT TO THE          ANNUAL            CURRENT              AS OF     
            REPLACEMENT       DEPOSIT TO THE     BALANCE OF THE         DATE OF    
CONTROL       RESERVE              TILC               TILC              THE TILC   
  NO.       ACCOUNT ($)        ACCOUNT ($)        ACCOUNT ($)           ACCOUNT    
-----------------------------------------------------------------------------------
                                                                                   
1               179,544.00               0.00               0.00                   
2                     0.00               0.00               0.00                   
3                     0.00               0.00               0.00                   
4                     0.00               0.00               0.00                   
5               151,055.04         740,000.04         123,332.00         July-01   
6                43,314.72          69,999.96          11,666.00         July-01   
7                82,584.96               0.00               0.00                   
8                33,579.96          50,000.04          16,666.00         July-01   
9                51,457.80         257,289.00         150,794.85         July-01   
10               30,410.04         190,062.48         111,275.20         July-01(1)
11               88,902.00               0.00               0.00                   
12               38,555.76         312,500.04         833,731.00         July-01   
13              351,462.24               0.00               0.00                   
14               19,274.04         114,425.04          61,694.00         July-01   
15                7,081.80          14,004.00           3,501.00         July-01   
16               12,609.00          24,999.96         281,249.00         July-01   
17               61,429.20               0.00               0.00                   
18               42,275.04         148,776.00          37,194.00         July-01   
19               58,653.96          64,999.92           5,416.66         July-01   
20               19,060.56          51,708.96               0.00                   
21               62,969.88               0.00               0.00                   
22               15,000.00          24,999.96           4,166.66         July-01   
23               20,000.04          75,000.00         212,500.00         July-01   
24               16,248.00         135,420.00          45,170.88         July-01   
25               16,721.88          55,739.52           9,288.00         July-01   
26              398,400.00               0.00               0.00                   
27              215,996.04               0.00               0.00                   
28               17,362.56          78,491.04           6,540.00         July-01   
29               15,384.00          75,000.00               0.00                   
30                    0.00               0.00               0.00                   
31               15,240.00          24,999.96          56,249.99         July-01   
32                    0.00               0.00               0.00                   
33               23,213.04          50,000.04               0.00                   
34               64,463.28          86,676.96          21,669.00         July-01   
35               36,790.80          59,626.56           9,937.76         July-01   
36               52,004.63         147,330.24         777,329.00         July-01   
37                6,924.96          12,810.00           3,202.50         July-01   
38                4,380.00          35,004.00           8,751.00         July-01   
39               24,497.88          45,729.00          11,432.25         July-01   
40              166,227.96               0.00               0.00                   
41               15,389.76          40,359.96           3,363.00         July-01   
42                8,905.20          42,683.04           3,556.00         July-01   
43               13,608.00          52,932.00          17,644.92         July-01   
44               32,004.00               0.00               0.00                   
45               15,803.52          47,445.96           3,953.00         July-01   
46               17,126.76          68,244.96          17,061.24         July-01   
47                3,507.00           1,793.75           8,968.57         July-01   
48               72,468.00               0.00               0.00                   
49               13,891.20          90,000.00         107,500.00         July-01   
50               10,903.08          30,383.04           6,283.00         July-01   
51               20,316.00          50,784.00          21,162.00         July-01   
52               38,952.84          66,417.24         203,553.00         July-01   
53               31,904.04          50,000.04          12,500.00         July-01   
54               15,384.00          33,000.00         125,792.85         July-01   
55                    0.00               0.00               0.00                   
56               29,250.00               0.00               0.00                   
57               38,750.04               0.00               0.00                   
58               39,999.96               0.00               0.00                   
59               12,312.00          75,000.00           6,249.86         July-01   
60               17,188.80          47,324.04           3,943.00         July-01   
61                6,625.92          64,050.84           5,337.57         July-01   
62                9,798.12          36,579.72          20,430.74         July-01   
63                5,066.28               0.00               0.00                   
64                7,895.16          29,717.16         108,089.80         July-01   
65               19,189.92          54,950.04           4,579.00         July-01   
66               11,904.00          23,796.00          49,750.00         July-01   
67               85,289.76               0.00               0.00                   
68                6,012.00          20,004.00           3,334.00         July-01   
69               23,750.04          29,000.04          76,853.66         July-01   
70               10,155.96          37,296.96          12,432.32         July-01   
71                    0.00               0.00               0.00                   
72               31,560.00               0.00               0.00                   
73               33,960.00               0.00               0.00                   
74               13,257.96          15,000.00           2,500.00         July-01   
75               42,211.08          13,000.08           2,084.10         July-01   
76                9,614.04          51,077.04           8,512.84         July-01   
77                5,343.96          22,946.04           5,736.51         July-01   
78               69,300.00               0.00               0.00                   
79                8,838.96          17,499.96           2,916.00         July-01(2)
80                4,749.96               0.00               0.00                   
81                5,509.56          21,783.96           3,630.00         July-01   
82                4,826.16          10,236.00             853.00         July-01   
83                3,906.96          30,600.00               0.00                   
84               14,430.00          75,000.00          21,682.94         July-01   
85               45,999.96               0.00               0.00                   
86                7,507.20          38,739.96           6,456.00         July-01   
87                3,246.00          22,722.00           3,787.00         July-01   
88                3,223.20           4,082.76           1,020.69         July-01   
89                7,857.60          39,555.00           9,888.75         July-01   
90              125,608.08               0.00               0.00                   
91               99,284.40               0.00               0.00                   
92                3,288.00          15,549.96           6,478.95         July-01   
93                8,443.32          22,599.96           3,768.31         July-01   
94                1,800.00               0.00               0.00                   
95                4,878.00               0.00         100,251.00         July-01   
96               17,526.24          41,703.96          20,886.00         July-01   
97               18,650.04               0.00               0.00                   
98               26,400.00               0.00               0.00                   
99                3,405.00           8,513.04          25,538.00         July-01   
100                   0.00           9,996.00               0.00                   
101               2,268.00               0.00               0.00                   
102               2,722.68           6,807.00          20,462.56         July-01   
103              30,000.00               0.00               0.00                   
104               6,933.60          20,256.00           3,376.25         July-01   
105              12,186.00               0.00               0.00                   
106               3,900.00          11,376.00           2,848.46         July-01   
107               2,180.04          15,042.00           5,014.37         July-01   
108               9,549.96          15,999.96           6,666.65         July-01   
109               4,500.00          42,000.00          57,000.00         July-01   
110               4,320.00          18,000.00           6,000.00         July-01   
111              14,296.80          49,338.96          64,111.00         July-01   
112               1,415.40               0.00               0.00                   
113               9,360.00          18,780.00           3,130.00         July-01   
114               5,616.00               0.00               0.00                   
115               2,730.00           5,000.04           1,250.01         July-01   
116               9,418.92          23,700.00          14,982.00         July-01   
117              12,000.00               0.00               0.00                   
118              12,500.04               0.00               0.00                   
119               2,115.12          14,475.60           6,032.00         July-01   
120               6,819.00          21,000.00           3,000.00         July-01   
121              23,724.96               0.00               0.00                   
122               4,294.32          12,731.04           2,122.77         July-01   
123              13,500.00               0.00               0.00                   
124               2,430.00           7,200.00           1,200.76         July-01   
125               9,000.00               0.00               0.00                   
126               1,400.04           3,500.04          10,521.89         July-01   
127               2,220.00          10,604.04           5,302.01         July-01   
128               1,520.04           3,800.04          11,423.76         July-01   
129               4,749.96               0.00               0.00                   
130              17,593.56          21,992.04           9,163.35         July-01   
131               9,500.04               0.00               0.00                   
132               3,405.96               0.00               0.00                   
133               4,449.96               0.00               0.00                   
134               5,000.04               0.00               0.00                   
135               7,941.96               0.00               0.00                   


(1)  In lieu of annual deposits to the TILC account the Nexus - Canyon Park     
Laboratory borrower has elected to provide the lender with a letter of
credit in the amount of $1,583,000.                                   
(2)  In lieu of annual deposits to the TILC account the 1260 Silas Deane Highway
   borrower has elected to provide the lender with a letter of credit in the
amount of $100,000.                                                   

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ANNEX B 

CERTAIN INFORMATION REGARDING MULTIFAMILY PROPERTIES

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                                                                     ANNEX B-1-1

LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C3

                                                        [Enlarge/Download Table]

 CONTROL                           PROPERTY                                           CUT-OFF DATE    UTILITIES PAID
    #                                NAME                                 COUNTY       BALANCE ($)     BY TENANT    
====================================================================================================================
                                                                                                                    
7         Fairfax Apartments                                         Fairfax             39,468,569     Yes         
11        740 South Olive Street                                     Los Angeles         22,213,927     Yes         
26        Wichita Apartments Portfolio                               Sedgwick            11,888,024     Yes         
26a       Battin Apartments                                          Sedgwick             1,664,323     Yes         
26b       The Chalet Apartments                                      Sedgwick               951,042     Yes         
26c       Linwood Apartments                                         Sedgwick             2,694,619     Yes         
26d       Parkwood Village Apartments                                Sedgwick             3,011,633     Yes         
26e       Southeast Village Apartments                               Sedgwick             1,505,816     Yes         
26f       Westport Apartments                                        Sedgwick             2,060,591     Yes         
44        Park Place Apartments                                      Los Angeles          7,393,934     Yes         
48        Summittree Apartments                                      Davidson             6,300,000     Yes         
56        Good Neighbor Apartments                                   New York             5,401,494     No          
57        The Timbers Apartments                                     Hays                 5,250,000     Yes         
58        Country Hills Apartments                                   Riverside            5,200,000     No          
72        Cottonwood Creek Apartments                                Clark                4,387,637     Yes         
73        University Hills Apartments                                Riverside            4,296,632     Yes         
78        Overlook Apartments                                        Shelby               3,994,986     Yes         
80        319 East 8th Street                                        New York             3,794,938     Yes         
85        Lakeside Village                                           Lubbock              3,440,566     Yes         
98        Amber Vista Apartments                                     Collin               2,895,017     Yes         
103       LaSombra Apartments                                        Dallas               2,625,000     Yes         
114       San Vicente Apartments                                     Los Angeles          1,994,490     Yes         
117       Creston Apartments                                         Cumberland           1,818,720     Yes         
121       Darling Apartments                                         Brevard              1,593,653     Yes         
123       Kelbourne Apartments                                       Washoe               1,498,804     Yes         
125       Park South Apartments                                      Buncombe             1,473,936     Yes         
132       614 Massachusetts Avenue                                   Suffolk              1,024,294     No          
134       Azure Lane Apartments and Ridgewood Avenue Apartments      Brevard                697,052     Yes         
134a      Azure Lane Apartments                                      Brevard                442,224     Yes         
134b      Ridgewood Avenue Apartments                                Brevard                254,828     Yes         
135       301 Northwest 32nd Court                                   Broward                499,665     Yes         


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 CONTROL       UTILITIES PAID          # OF      AVE RENT    # OF 1    AVE RENT 1    # OF 2   
    #             BY TENANT           STUDIOS    STUDIOS     BEDRMS    BEDRMS ($)    BEDRMS   
==============================================================================================
                                                                                              
7         Electric, Gas, Water               -           -       221         1,187        148 
11        Electric                          33         928       275           933          1 
26        Electric, Gas                     99         217     1,051           260        174 
26a       Electric, Gas                     24         210       179           255          - 
26b       Electric, Gas                      3         295        34           335         32 
26c       Electric, Gas                     38         205       283           237         39 
26d       Electric, Gas                     18         190       254           250         74 
26e       Electric, Gas                      4         195       193           245          5 
26f       Electric, Gas                     12         300       108           355         24 
44        Electric, Gas, HVAC               35         750        45           850         48 
48        Electric                          30         425        60           500        130 
56                                           1           -        32           900         55 
57        Electric                           -           -        66           536         80 
58                                           -           -        56           380        144 
72        Electric                           -           -        40           550         88 
73        Electric, Gas, HVAC                -           -        42           625         74 
78        Electric                           -           -        88           335        115 
80        Electric                           1       1,300         9         2,203          7 
85        Electric                           -           -        75           410        109 
98        Electric                           -           -        56           687         31 
103       Electric                           1         420        51           515         56 
114       Electric                           -           -         8         1,374         12 
117       Electric                           -           -         8           450         40 
121       Electric                           -           -        73           395          - 
123       Electric                           -           -        46           475          8 
125       Electric                           -           -        18           535         18 
132                                         11       1,038         2         1,545          - 
134       Various                            -           -        20           530          - 
134a      Electric, Gas                      -           -        12           550          - 
134b      Electric                           -           -         8           500          - 
135       Electric                           1         450        12           520          9 


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 CONTROL    AVE RENT 2    # OF 3     AVE RENT 3    # OF 4     AVE RENT 4                   TOTAL    
    #       BEDRMS ($)    BEDRMS     BEDRMS ($)    BEDRMS     BEDRMS ($)      ELEVATOR     UNITS    
====================================================================================================
                                                                                                    
7                 1,483         46         1,775          -             -    Yes                415 
11                1,450          -             -          -             -    Yes                309 
26                  353          1           500          3           567    No               1,328 
26a                   -          1           500          -             -    No                 204 
26b                 399          -             -          1           500    No                  70 
26c                 325          -             -          -             -    No                 360 
26d                 325          -             -          2           600    No                 348 
26e                 320          -             -          -             -    No                 202 
26f                 430          -             -          -             -    No                 144 
44                1,050          -             -          -             -    Yes                128 
48                  645         24         1,395          -             -    No                 244 
56                1,000         26         1,200          4         1,500    Yes                118 
57                  706          9           995          -             -    No                 155 
58                  470          -             -          -             -    No                 200 
72                  630          -             -          -             -    No                 128 
73                  775          -             -          -             -    Yes                116 
78                  435         49           575          -             -    No                 252 
80                2,929          2         3,250          -             -    Yes                 19 
85                  502          -             -          -             -    No                 184 
98                  750          1           775          -             -    No                  88 
103                 659         12           765          -             -    No                 120 
114               1,611          -             -          -             -    No                  20 
117                 600          -             -          -             -    No                  48 
121                   -          -             -          -             -    No                  73 
123                 585          -             -          -             -    No                  54 
125                 645          -             -          -             -    No                  36 
132                   -          -             -          -             -    No                  13 
134                   -          -             -          -             -    No                  20 
134a                  -          -             -          -             -    No                  12 
134b                  -          -             -          -             -    No                   8 
135                 600          -             -          -             -    No                  22 


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ANNEX C-1 
PRICE/YIELD TABLES

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WEIGHTED AVERAGE LIFE, FIRST PRINCIPAL PAYMENT DATE, LAST PRINCIPAL PAYMENT 
DATE, PRE-TAX YIELD TO MATURITY AND MODIFIED DURATION OF CLASS A-1 CERTIFICATES 
0% CPR DURING LOP, YMP OR DECLINING PREMIUM--OTHERWISE AT INDICATED CPR 
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]


PRICE (32NDS)                 0% CPR               25% CPR               50% CPR                75% CPR             100% CPR    
-------------            ---------------       ---------------       ---------------       ----------------      ---------------
                           CBE   MODIFIED        CBE   MODIFIED        CBE   MODIFIED        CBE   MODIFIED       CBE   MODIFIED
                          YIELD  DURATION       YIELD  DURATION       YIELD  DURATION       YIELD  DURATION      YIELD  DURATION
                           (%)     (YRS)         (%)     (YRS)         (%)     (YRS)         (%)     (YRS)        (%)     (YRS) 
                         ---------------       ---------------       ---------------       ----------------      ---------------
                                                                                                                                
  99.28                  6.147%    4.61         6.147%    4.61        6.147%    4.61        6.147%    4.60       6.148%    4.56 
 100.00                  6.120%    4.62         6.120%    4.61        6.120%    4.61        6.120%    4.61       6.120%    4.56 
 100.04                  6.093%    4.62         6.093%    4.62        6.093%    4.61        6.093%    4.61       6.093%    4.57 
 100.08                  6.066%    4.62         6.066%    4.62        6.066%    4.61        6.066%    4.61       6.066%    4.57 
 100.12                  6.040%    4.62         6.040%    4.62        6.039%    4.62        6.039%    4.61       6.038%    4.57 
 100.16                  6.013%    4.62         6.013%    4.62        6.013%    4.62        6.012%    4.61       6.011%    4.57 
 100.20                  5.986%    4.63         5.986%    4.62        5.986%    4.62        5.986%    4.62       5.984%    4.57 
 100.24                  5.959%    4.63         5.959%    4.63        5.959%    4.62        5.959%    4.62       5.957%    4.58 
 100.28                  5.933%    4.63         5.932%    4.63        5.932%    4.63        5.932%    4.62       5.930%    4.58 
 101.00                  5.906%    4.63         5.906%    4.63        5.906%    4.63        5.905%    4.62       5.903%    4.58 
 101.04                  5.879%    4.64         5.879%    4.63        5.879%    4.63        5.879%    4.63       5.876%    4.58 

WEIGHTED AVERAGE                                                                                                                
  LIFE (YRS.)            5.77                   5.76                  5.76                  5.75                 5.69           

FIRST PRINCIPAL                                                                                                                 
PAYMENT DATE      15-Aug-2001            15-Aug-2001           15-Aug-2001           15-Aug-2001          15-Aug-2001           

LAST PRINCIPAL                                                                                                                  
PAYMENT DATE      15-Dec-2010            15-Dec-2010           15-Dec-2010           15-Dec-2010          15-Oct-2010           


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WEIGHTED AVERAGE LIFE, FIRST PRINCIPAL PAYMENT DATE, LAST PRINCIPAL PAYMENT 
DATE, PRE-TAX YIELD TO MATURITY AND MODIFIED DURATION OF CLASS A-2 CERTIFICATES 
0% CPR DURING LOP, YMP OR DECLINING PREMIUM--OTHERWISE AT INDICATED CPR 
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]


PRICE (32NDS)                 0% CPR               25% CPR               50% CPR                 75% CPR             100% CPR   
-------------            ---------------       ---------------       ---------------       ----------------      ---------------
                           CBE   MODIFIED        CBE   MODIFIED        CBE   MODIFIED        CBE   MODIFIED       CBE   MODIFIED
                          YIELD  DURATION       YIELD  DURATION       YIELD  DURATION       YIELD  DURATION      YIELD  DURATION
                           (%)     (YRS)         (%)     (YRS)         (%)     (YRS)         (%)     (YRS)        (%)     (YRS) 
                         ---------------       ---------------       ---------------       ----------------      ---------------
                                                                                                                                
  99.28                  6.458%    7.02         6.458%    7.01        6.458%    7.01        6.458%    7.00       6.458%    6.93 
 100.00                  6.440%    7.02         6.440%    7.02        6.440%    7.01        6.440%    7.00       6.440%    6.93 
 100.04                  6.422%    7.02         6.422%    7.02        6.422%    7.01        6.422%    7.00       6.422%    6.94 
 100.08                  6.404%    7.03         6.404%    7.02        6.404%    7.01        6.404%    7.01       6.404%    6.94 
 100.12                  6.387%    7.03         6.387%    7.02        6.387%    7.02        6.387%    7.01       6.386%    6.94 
 100.16                  6.369%    7.03         6.369%    7.03        6.369%    7.02        6.369%    7.01       6.368%    6.94 
 100.20                  6.352%    7.03         6.351%    7.03        6.351%    7.02        6.351%    7.01       6.350%    6.94 
 100.24                  6.334%    7.03         6.334%    7.03        6.334%    7.02        6.334%    7.01       6.332%    6.95 
 100.28                  6.316%    7.04         6.316%    7.03        6.316%    7.03        6.316%    7.02       6.315%    6.95 
 101.00                  6.299%    7.04         6.299%    7.03        6.299%    7.03        6.298%    7.02       6.297%    6.95 
 101.04                  6.281%    7.04         6.281%    7.04        6.281%    7.03        6.281%    7.02       6.279%    6.95 

WEIGHTED AVERAGE                                                                                                                
  LIFE (YRS.)            9.71                   9.70                  9.69                  9.67                 9.54           

FIRST PRINCIPAL                                                                                                                 
PAYMENT DATE      15-Dec-2010            15-Dec-2010           15-Dec-2010           15-Dec-2010          15-Oct-2010           

LAST PRINCIPAL                                                                                                                  
PAYMENT DATE      15-Jun-2011            15-Jun-2011           15-Jun-2011           15-Jun-2011          15-Apr-2011           


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WEIGHTED AVERAGE LIFE, FIRST PRINCIPAL PAYMENT DATE, LAST PRINCIPAL PAYMENT 
DATE, PRE-TAX YIELD TO MATURITY AND MODIFIED DURATION OF CLASS B CERTIFICATES   
0% CPR DURING LOP, YMP OR DECLINING PREMIUM--OTHERWISE AT INDICATED CPR   
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]


PRICE (32NDS)                 0% CPR               25% CPR               50% CPR                 75% CPR             100% CPR   
-------------            ---------------       ---------------       ---------------       ----------------      ---------------
                           CBE   MODIFIED        CBE   MODIFIED        CBE   MODIFIED        CBE   MODIFIED       CBE   MODIFIED
                          YIELD  DURATION       YIELD  DURATION       YIELD  DURATION       YIELD  DURATION      YIELD  DURATION
                           (%)     (YRS)         (%)     (YRS)         (%)     (YRS)         (%)     (YRS)        (%)     (YRS) 
                         ---------------       ---------------       ---------------       ----------------      ---------------
                                                                                                                                
  99.28                  6.608%    7.06         6.608%    7.06        6.608%    7.06        6.608%    7.06       6.608%    6.97 
 100.00                  6.591%    7.07         6.591%    7.06        6.591%    7.06        6.591%    7.06       6.591%    6.97 
 100.04                  6.573%    7.07         6.573%    7.06        6.573%    7.06        6.573%    7.06       6.573%    6.97 
 100.08                  6.556%    7.07         6.555%    7.06        6.555%    7.06        6.555%    7.06       6.555%    6.98 
 100.12                  6.538%    7.07         6.538%    7.07        6.538%    7.07        6.538%    7.07       6.537%    6.98 
 100.16                  6.520%    7.08         6.520%    7.07        6.520%    7.07        6.520%    7.07       6.519%    6.98 
 100.20                  6.503%    7.08         6.503%    7.07        6.503%    7.07        6.503%    7.07       6.502%    6.98 
 100.24                  6.485%    7.08         6.485%    7.07        6.485%    7.07        6.485%    7.07       6.484%    6.99 
 100.28                  6.468%    7.08         6.468%    7.08        6.468%    7.08        6.468%    7.08       6.466%    6.99 
 101.00                  6.451%    7.09         6.450%    7.08        6.450%    7.08        6.450%    7.08       6.449%    6.99 
 101.04                  6.433%    7.09         6.433%    7.08        6.433%    7.08        6.433%    7.08       6.431%    6.99 

WEIGHTED AVERAGE                                                                                                                
  LIFE (YRS.)            9.89                   9.88                  9.88                  9.88                 9.71           

FIRST PRINCIPAL                                                                                                                 
PAYMENT DATE      15-Jun-2011            15-Jun-2011           15-Jun-2011           15-Jun-2011          15-Apr-2011           

LAST PRINCIPAL                                                                                                                  
PAYMENT DATE      15-Jul-2011            15-Jun-2011           15-Jun-2011           15-Jun-2011          15-Apr-2011           


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WEIGHTED AVERAGE LIFE, FIRST PRINCIPAL PAYMENT DATE, LAST PRINCIPAL PAYMENT 
DATE, PRE-TAX YIELD TO MATURITY AND MODIFIED DURATION OF CLASS C CERTIFICATES   
0% CPR DURING LOP, YMP OR DECLINING PREMIUM--OTHERWISE AT INDICATED CPR   
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]


PRICE (32NDS)                 0% CPR               25% CPR               50% CPR                 75% CPR             100% CPR   
-------------            ---------------       ---------------       ---------------       ----------------      ---------------
                           CBE   MODIFIED        CBE   MODIFIED        CBE   MODIFIED        CBE   MODIFIED       CBE   MODIFIED
                          YIELD  DURATION       YIELD  DURATION       YIELD  DURATION       YIELD  DURATION      YIELD  DURATION
                           (%)     (YRS)         (%)     (YRS)         (%)     (YRS)         (%)     (YRS)        (%)     (YRS) 
                         ---------------       ---------------       ---------------       ----------------      ---------------
                                                                                                                                
  99.28                  6.753%    7.05         6.753%    7.05        6.753%    7.03        6.753%    7.01       6.573%    6.92 
 100.00                  6.735%    7.05         6.735%    7.05        6.735%    7.03        6.735%    7.01       6.735%    6.93 
 100.04                  6.718%    7.05         6.718%    7.05        6.718%    7.04        6.718%    7.01       6.717%    6.93 
 100.08                  6.700%    7.06         6.700%    7.05        6.700%    7.04        6.700%    7.01       6.699%    6.93 
 100.12                  6.683%    7.06         6.682%    7.06        6.682%    7.04        6.682%    7.02       6.681%    6.93 
 100.16                  6.665%    7.06         6.665%    7.06        6.665%    7.04        6.665%    7.02       6.663%    6.94 
 100.20                  6.647%    7.06         6.647%    7.06        6.647%    7.05        6.647%    7.02       6.646%    6.94 
 100.24                  6.630%    7.07         6.630%    7.06        6.629%    7.05        6.629%    7.02       6.628%    6.94 
 100.28                  6.612%    7.07         6.612%    7.07        6.612%    7.05        6.612%    7.03       6.610%    6.94 
 101.00                  6.595%    7.07         6.595%    7.07        6.594%    7.05        6.594%    7.03       6.592%    6.94 
 101.04                  6.578%    7.07         6.577%    7.07        6.577%    7.05        6.577%    7.03       6.574%    6.95 

WEIGHTED AVERAGE                                                                                                                
  LIFE (YRS.)            9.96                   9.95                  9.92                  9.88                 9.71           

FIRST PRINCIPAL                                                                                                                 
PAYMENT DATE      15-Jul-2011            15-Jun-2011           15-Jun-2011           15-Jun-2011          15-Apr-2011           

LAST PRINCIPAL                                                                                                                  
PAYMENT DATE      15-Jul-2011            15-Jul-2011           15-Jul-2011           15-Jun-2011          15-Apr-2011           


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WEIGHTED AVERAGE LIFE, FIRST PRINCIPAL PAYMENT DATE, LAST PRINCIPAL PAYMENT 
DATE, PRE-TAX YIELD TO MATURITY AND MODIFIED DURATION OF CLASS D CERTIFICATES   
0% CPR DURING LOP, YMP OR DECLINING PREMIUM--OTHERWISE AT INDICATED CPR   
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]


PRICE (32NDS)                 0% CPR               25% CPR               50% CPR                 75% CPR             100% CPR   
-------------            ---------------       ---------------       ---------------       ----------------      ---------------
                           CBE   MODIFIED        CBE   MODIFIED        CBE   MODIFIED        CBE   MODIFIED       CBE   MODIFIED
                          YIELD  DURATION       YIELD  DURATION       YIELD  DURATION       YIELD  DURATION      YIELD  DURATION
                           (%)     (YRS)         (%)     (YRS)         (%)     (YRS)         (%)     (YRS)        (%)     (YRS) 
                         ---------------       ---------------       ---------------       ----------------      ---------------
                                                                                                                                
  99.28                  6.833%    7.02         6.833%    7.02        6.833%    7.02        6.833%    7.02       6.833%    6.90 
 100.00                  6.815%    7.02         6.815%    7.02        6.815%    7.02        6.815%    7.02       6.815%    6.90 
 100.04                  6.798%    7.03         6.798%    7.03        6.798%    7.03        6.798%    7.02       6.797%    6.90 
 100.08                  6.780%    7.03         6.780%    7.03        6.780%    7.03        6.780%    7.03       6.779%    6.90 
 100.12                  6.762%    7.03         6.762%    7.03        6.762%    7.03        6.762%    7.03       6.761%    6.91 
 100.16                  6.745%    7.03         6.745%    7.03        6.745%    7.03        6.745%    7.03       6.743%    6.91 
 100.20                  6.727%    7.04         6.727%    7.04        6.727%    7.04        6.727%    7.03       6.725%    6.91 
 100.24                  6.710%    7.04         6.710%    7.04        6.710%    7.04        6.710%    7.04       6.707%    6.91 
 100.28                  6.692%    7.04         6.692%    7.04        6.692%    7.04        6.692%    7.04       6.690%    6.92 
 101.00                  6.674%    7.04         6.674%    7.04        6.674%    7.04        6.674%    7.04       6.672%    6.92 
 101.04                  6.657%    7.05         6.657%    7.05        6.657%    7.05        6.657%    7.04       6.654%    6.92 

WEIGHTED AVERAGE                                                                                                                
  LIFE (YRS.)            9.96                   9.96                  9.96                  9.95                 9.71           

FIRST PRINCIPAL                                                                                                                 
PAYMENT DATE      15-Jul-2011            15-Jul-2011           15-Jul-2011           15-Jun-2011          15-Apr-2011           

LAST PRINCIPAL                                                                                                                  
PAYMENT DATE      15-Jul-2011            15-Jul-2011           15-Jul-2011           15-Jul-2011          15-Apr-2011           


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ANNEX C-2 
DECREMENT TABLES

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PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS A-1 CERTIFICATES

                                                        [Enlarge/Download Table]

                                                                0% CPR DURING LOP, YMP OR DECLINING PREMIUM -       
                                                                         OTHERWISE AT INDICATED CPR                 
                                                          ----------------------------------------------------------
DISTRIBUTION DATE                                              0% CPR    25% CPR    50% CPR    75% CPR    100% CPR  
-----------------                                              ------    -------    -------    -------    --------  
                                                                                                                    
Initial Percentage.......................................       100 %      100 %      100 %     100 %       100 %   
July 2002................................................        97         97         97        97          97     
July 2003................................................        93         93         93        93          93     
July 2004................................................        89         89         89        89          89     
July 2005................................................        85         85         85        85          85     
July 2006................................................        46         46         46        46          46     
July 2007................................................        41         41         41        41          41     
July 2008................................................        29         29         29        29          29     
July 2009................................................        23         23         23        23          23     
July 2010................................................        13         13         13        13          13     
July 2011 and thereafter.................................         0          0          0         0           0     

Weighted Average Life (in years).........................      5.77       5.76       5.76      5.75        5.69     

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PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS A-2 CERTIFICATES

                                                        [Enlarge/Download Table]

                                                                0% CPR DURING LOP, YMP OR DECLINING PREMIUM -       
                                                                         OTHERWISE AT INDICATED CPR                 
                                                          ----------------------------------------------------------
DISTRIBUTION DATE                                              0% CPR    25% CPR    50% CPR    75% CPR    100% CPR  
-----------------                                              ------    -------    -------    -------    --------  
                                                                                                                    
Initial Percentage.......................................       100 %      100 %      100 %     100 %       100 %   
July 2002................................................       100        100        100       100         100     
July 2003................................................       100        100        100       100         100     
July 2004................................................       100        100        100       100         100     
July 2005................................................       100        100        100       100         100     
July 2006................................................       100        100        100       100         100     
July 2007................................................       100        100        100       100         100     
July 2008................................................       100        100        100       100         100     
July 2009................................................       100        100        100       100         100     
July 2010................................................       100        100        100       100         100     
July 2011 and thereafter.................................         0          0          0         0           0     

Weighted Average Life (in years).........................      9.71       9.70       9.69      9.67        9.54     

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PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS B CERTIFICATES  

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                                                                0% CPR DURING LOP, YMP OR DECLINING PREMIUM -       
                                                                         OTHERWISE AT INDICATED CPR                 
                                                          ----------------------------------------------------------
DISTRIBUTION DATE                                              0% CPR    25% CPR    50% CPR    75% CPR    100% CPR  
-----------------                                              ------    -------    -------    -------    --------  
                                                                                                                    
Initial Percentage.......................................       100 %      100 %      100 %     100 %       100 %   
July 2002................................................       100        100        100       100         100     
July 2003................................................       100        100        100       100         100     
July 2004................................................       100        100        100       100         100     
July 2005................................................       100        100        100       100         100     
July 2006................................................       100        100        100       100         100     
July 2007................................................       100        100        100       100         100     
July 2008................................................       100        100        100       100         100     
July 2009................................................       100        100        100       100         100     
July 2010................................................       100        100        100       100         100     
July 2011 and thereafter.................................         0          0          0         0           0     

Weighted Average Life (in years).........................      9.89       9.88       9.88      9.88        9.71     

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PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS C CERTIFICATES  

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                                                                0% CPR DURING LOP, YMP OR DECLINING PREMIUM -       
                                                                         OTHERWISE AT INDICATED CPR                 
                                                          ----------------------------------------------------------
DISTRIBUTION DATE                                              0% CPR    25% CPR    50% CPR    75% CPR    100% CPR  
-----------------                                              ------    -------    -------    -------    --------  
                                                                                                                    
Initial Percentage.......................................       100 %      100 %      100 %     100 %       100 %   
July 2002................................................       100        100        100       100         100     
July 2003................................................       100        100        100       100         100     
July 2004................................................       100        100        100       100         100     
July 2005................................................       100        100        100       100         100     
July 2006................................................       100        100        100       100         100     
July 2007................................................       100        100        100       100         100     
July 2008................................................       100        100        100       100         100     
July 2009................................................       100        100        100       100         100     
July 2010................................................       100        100        100       100         100     
July 2011 and thereafter.................................         0          0          0         0           0     

Weighted Average Life (in years).........................      9.96       9.95       9.92      9.88        9.71     

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PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS D CERTIFICATES  

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                                                                0% CPR DURING LOP, YMP OR DECLINING PREMIUM -       
                                                                         OTHERWISE AT INDICATED CPR                 
                                                          ----------------------------------------------------------
DISTRIBUTION DATE                                              0% CPR    25% CPR    50% CPR    75% CPR    100% CPR  
-----------------                                              ------    -------    -------    -------    --------  
                                                                                                                    
Initial Percentage.......................................       100 %      100 %      100 %     100 %       100 %   
July 2002................................................       100        100        100       100         100     
July 2003................................................       100        100        100       100         100     
July 2004................................................       100        100        100       100         100     
July 2005................................................       100        100        100       100         100     
July 2006................................................       100        100        100       100         100     
July 2007................................................       100        100        100       100         100     
July 2008................................................       100        100        100       100         100     
July 2009................................................       100        100        100       100         100     
July 2010................................................       100        100        100       100         100     
July 2011 and thereafter.................................         0          0          0         0           0     

Weighted Average Life (in years).........................      9.96       9.96       9.96      9.95        9.71     

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ANNEX D 
FORM OF PAYMENT DATE STATEMENT

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ABN AMRO                                        LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C3                 Statement Date:            
LaSalle Bank N.A.                          STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Payment Date:              
135 S. LaSalle Street   Suite 1625             FIRST UNION NATIONAL BANK, MASTER SERVICER                Prior Payment:             
Chicago, IL   60603                                          SERIES 2001-C3                              Next Payment:              
                                                                                                         Record Date:               
                                                       ABN AMRO ACCT: XX-XXXX-XX-X                                                  
Administrator:                                                                                           Analyst:                   
                                                   REPORTING PACKAGE TABLE OF CONTENTS                                              
====================================================================================================================================
                                                                                                                                    
======================================  ====================================================  ======================================
                                                                                     Page(s)                                        
Issue Id:                               REMIC Certificate Report                              Closing Date:                         
ASAP #:                       LUBS01C3  Bond Interest Reconciliation                          First Payment Date:                   
Monthly Data File Name:                 Cash Reconciliation Summary                           Assumed Final Payment Date:           
                                        15 Month Historical Loan Status Summary                                                     
======================================  15 Month Historical Payoff/Loss Summary               ======================================
                                        Historical Collateral Level Prepayment Report                                               
                                        Delinquent Loan Detail                                                                      
                                        Mortgage Loan Characteristics                                                               
                                        Loan Level Detail                                                                           
                                        Specially Serviced Report                                                                   
                                        Modified Loan Detail                                                                        
                                        Realized Loss Detail                                                                        
                                        Appraisal Reduction Detail                                                                  

                                        ====================================================                                        

                    =============================================================================================                   
                                                         CONTACT INFORMATION                                                        
                    ---------------------------------------------------------------------------------------------                   
                                                               ISSUER:                                                              
                                                             DEPOSITOR:                                                             
                                                            UNDERWRITER:                                                            
                                                          MASTER SERVICER:                                                          
                                                           RATING AGENCY:                                                           
                    =============================================================================================                   

                                 ==================================================================                                 
                                 INFORMATION IS AVAILABLE FOR THIS ISSUE FROM THE FOLLOWING SOURCES                                 
                                 ------------------------------------------------------------------                                 
                                     LaSalle Web Site                            www.etrustee.net                                   

                                     LaSalle Factor Line                         (800) 246-5761                                     
                                 ==================================================================                                 

====================================================================================================================================
07/02/2001 - 15:03 (MXXX-MXXX)  (C) 2001  LaSalle Bank N.A.                                                                         

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ABN AMRO                                        LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C3                 Statement Date:            
LaSalle Bank N.A.                          STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Payment Date:              
                                               FIRST UNION NATIONAL BANK, MASTER SERVICER                Prior Payment:             
                                                             SERIES 2001-C3                              Next Payment:              
                                                                                                         Record Date:               
                                                       ABN AMRO ACCT: XX-XXXX-XX-X                                                  

====================================================================================================================================
            ORIGINAL       OPENING    PRINCIPAL     PRINCIPAL      NEGATIVE      CLOSING     INTEREST     INTEREST     PASS-THROUGH 
CLASS    FACE VALUE (1)    BALANCE     PAYMENT    ADJ. OR LOSS   AMORTIZATION    BALANCE      PAYMENT    ADJUSTMENT      RATE (2)   
CUSIP       Per 1,000     Per 1,000   Per 1,000     Per 1,000     Per 1,000     Per 1,000    Per 1,000   Per 1,000     Next Rate (3)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

------------------------------------------------------------------------------------------------------------------------------------
               0.00          0.00        0.00          0.00          0.00          0.00         0.00        0.00                    
====================================================================================================================================
                                                                      Total P&I Payment         0.00                                
                                                                      ==============================                                

Notes:  (1) N denotes notional balance not included in total                                                                        
        (2) Interest Paid minus Interest Adjustment minus Deferred Interest equals Accrual                                          
        (3) Estimated                                                                                                               

07/02/2001 - 15:03 (MXXX-MXXX)  (C) 2001  LaSalle Bank N.A.                                                                         

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ABN AMRO                                     LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C3                 Statement Date:             
LaSalle Bank N.A.                       STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Payment Date:               
                                            FIRST UNION NATIONAL BANK, MASTER SERVICER                Prior Payment:              
                                                          SERIES 2001-C3                              Next Payment:               
                                                                                                      Record Date:                
                                                    ABN AMRO ACCT: XX-XXXX-XX-X                                                   

                                                    BOND INTEREST RECONCILIATION                                                  

===============================================================================================================================   
                                                 Deductions                               Additions                               
                                   -----------------------------------------  ---------------------------------                   
          Accrual       Accrued                 Add.    Deferred &               Prior     Prepay-     Other     Distributable    
       -------------  Certificate  Allocable    Trust    Accretion  Interest  Int. Short-   ment     Interest     Certificate     
Class  Method  Days    Interest      PPIS    Expense(1)  Interest    Losses    falls Due  Penalties Proceeds(2)    Interest       
-------------------------------------------------------------------------------------------------------------------------------   
                                                                                                                                  
-------------------------------------------------------------------------------------------------------------------------------   

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

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

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

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

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

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

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

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

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

-------------------------------------------------------------------------------------------------------------------------------   
                         0.00        0.00       0.00       0.00       0.00        0.00      0.00       0.00          0.00         
===============================================================================================================================   


======================  ======================                                                                                    

            Remaining                                                                                                             
 Interest  Outstanding       Credit Support                                                                                       
 Payment    Interest      --------------------                                                                                    
  Amount   Shortfalls     Original  Current(3)                                                                                    
----------------------  ----------------------                                                                                    
                                                                                                                                  

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

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

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

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

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

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

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

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

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

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

----------------------  ----------------------                                                                                    
   0.00       0.00                                                                                                                
======================  ======================                                                                                    

(1) Additional Trust Expenses are fees allocated directly to the bond resulting in a deduction to accrued interest and not carried
    as an outstanding shortfall.                                                                                                  
(2) Other Interest Proceeds include default interest, PPIE and Recoveries of Interest.                                            
(3) Determined as follows:  (A) the ending balance of all the classes less (B) the sum of (i) the ending balance of the class     
    and (ii) the ending balance of all classes which are not subordinate to the class divided by (A).                             

07/02/2001 - 15:03 (MXXX-MXXX)  (C) 2001  LaSalle Bank N.A.                                                                       

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ABN AMRO                                      LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C3                 Statement Date:              
LaSalle Bank N.A.                        STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Payment Date:                
                                             FIRST UNION NATIONAL BANK, MASTER SERVICER                Prior Payment:               
                                                           SERIES 2001-C3                              Next Payment:                
                                                                                                       Record Date:                 
                                                     ABN AMRO ACCT: XX-XXXX-XX-X                                                    

                                                     CASH RECONCILIATION SUMMARY                                                    

====================================================================================================================================
                                                                                                                                    
-------------------------------------------  -------------------------------------------  ------------------------------------------
       INTEREST SUMMARY                            SERVICING FEE SUMMARY                         PRINCIPAL SUMMARY                  
-------------------------------------------  -------------------------------------------  ------------------------------------------

Current Scheduled Interest                   Current Servicing Fees                       SCHEDULED PRINCIPAL:                      
Less Deferred Interest                       Plus Fees Advanced for PPIS                  Current Scheduled Principal               
Plus Advance Interest                        Less Reduction for PPIS                      Advanced Scheduled Principal              
Plus Unscheduled Interest                    Plus Unscheduled Servicing Fees              ------------------------------------------
PPIS Reducing Scheduled Interest             -------------------------------------------  Scheduled Principal Distribution          
Less Total Fees Paid  To Servicer            Total Servicing Fees Paid                    ------------------------------------------
Plus Fees Advanced for PPIS                  -------------------------------------------  UNSCHEDULED PRINCIPAL:                    
Less Fee Strips Paid by Servicer                                                          Curtailments                              
Less Misc. Fees & Expenses                   -------------------------------------------  Prepayments in Full                       
Less Non Recoverable Advances                           PPIS SUMMARY                      Liquidation Proceeds                      
-------------------------------------------  -------------------------------------------  Repurchase Proceeds                       
Interest Due Trust                                                                        Other Principal Proceeds                  
-------------------------------------------  Gross PPIS                                   ------------------------------------------
Less Trustee Fee                             Reduced by PPIE                              Unscheduled Principal Distribution        
Less Fee Strips Paid by Trust                Reduced by Shortfalls in Fees                ------------------------------------------
Less Misc. Fees Paid by Trust                Reduced by Other Amounts                     Remittance Principal                      
-------------------------------------------  -------------------------------------------  ------------------------------------------
Remittance Interest                          PPIS Reducing Scheduled Interest                                                       
-------------------------------------------  -------------------------------------------  ------------------------------------------
                                             PPIS Reducing Servicing Fee                  Servicer Wire Amount                      
                                             -------------------------------------------  ------------------------------------------
                                             PPIS Due Certificate                                                                   
                                             -------------------------------------------                                            
                                     ----------------------------------------------------------                                     
                                            POOL BALANCE SUMMARY                                                                    
                                     ----------------------------------------------------------                                     
                                                                           Balance      Count                                       
                                     ----------------------------------------------------------                                     
                                     Beginning Pool                                                                                 
                                     Scheduled Principal Distribution                                                               
                                     Unscheduled Principal Distribution                                                             
                                     Deferred Interest                                                                              
                                     Liquidations                                                                                   
                                     Repurchases                                                                                    
                                     Ending Pool                                                                                    
                                     ----------------------------------------------------------                                     

               -------------------------------------------------------------------------------------------------------              
                                                               ADVANCES                                                             
                                                               --------                                                             
                 PRIOR OUTSTANDING            CURRENT PERIOD               RECOVERED              ENDING OUTSTANDING                
               Principal     Interest     Principal     Interest     Principal     Interest     Principal     Interest              
               -------------------------------------------------------------------------------------------------------              

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

====================================================================================================================================
07/02/2001 - 15:03 (MXXX-MXXX)  (C) 2001  LaSalle Bank N.A.                                                                         

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ABN AMRO                                     LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C3                 Statement Date:               
LaSalle Bank N.A.                       STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Payment Date:                 
                                            FIRST UNION NATIONAL BANK, MASTER SERVICER                Prior Payment:                
                                                          SERIES 2001-C3                              Next Payment:                 
                                                                                                      Record Date:                  
                                                    ABN AMRO ACCT: XX-XXXX-XX-X                                                     

                                    ASSET BACKED FACTS ~ 15 MONTH HISTORICAL LOAN STATUS SUMMARY                                    

============   =============================================================================   =====================================
                                        Delinquency Aging Categories                                 Special Event Categories (1)   
               -----------------------------------------------------------------------------   -------------------------------------
                                                                                                               Specially            
               Delinq 1 Month  Delinq 2 Months  Delinq 3+ Months   Foreclosure       REO       Modifications   Serviced   Bankruptcy
Distribution   -----------------------------------------------------------------------------   -------------------------------------
    Date       #      Balance  #      Balance   #       Balance  #      Balance  #   Balance   #     Balance  #  Balance  #  Balance
============   =============================================================================   =====================================
                                                                                                                                    

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

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

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

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

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

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

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

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

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

============   =============================================================================   =====================================

      (1) Note: Modification, Specially Serviced & Bankruptcy Totals are Included in the Appropriate Delinquency Aging Category     

07/02/2001 - 15:03 (MXXX-MXXX)  (C) 2001  LaSalle Bank N.A.                                                                         

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ABN AMRO                                     LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C3                 Statement Date:               
LaSalle Bank N.A.                       STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Payment Date:                 
                                            FIRST UNION NATIONAL BANK, MASTER SERVICER                Prior Payment:                
                                                          SERIES 2001-C3                              Next Payment:                 
                                                                                                      Record Date:                  
                                                    ABN AMRO ACCT: XX-XXXX-XX-X                                                     

                                    ASSET BACKED FACTS ~ 15 MONTH HISTORICAL PAYOFF/LOSS SUMMARY                                    

============  ==================================================================================  ==================================
                                                          Appraisal                    Realized                                     
               Ending Pool (1)  Payoffs (2)  Penalties   Reduct. (2) Liquidations (2) Losses (2)  Remaining Term  Curr Weighted Avg.
Distribution  ----------------------------------------------------------------------------------  ----------------------------------
   Date        #       Balance  #   Balance  #  Amount   #   Balance  #      Balance  #   Amount   Life    Amort.  Coupon     Remit 
============  ==================================================================================  ==================================
                                                                                                                                    
------------  ----------------------------------------------------------------------------------  ----------------------------------

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

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

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

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

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

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

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

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

============  ==================================================================================  ==================================

                 (1) Percentage based on pool as of cutoff. (2) Percentage based on pool as of beginning of period.                 

07/02/2001 - 15:03 (MXXX-MXXX)  (C) 2001  LaSalle Bank N.A.                                                                         

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ABN AMRO                                     LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C3                 Statement Date:         
LaSalle Bank N.A.                       STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Payment Date:           
                                            FIRST UNION NATIONAL BANK, MASTER SERVICER                Prior Payment:          
                                                          SERIES 2001-C3                              Next Payment:           
                                                                                                      Record Date:            
                                                    ABN AMRO ACCT: XX-XXXX-XX-X                                               

                                            HISTORICAL COLLATERAL LEVEL PREPAYMENT REPORT                                     

========================  ==============================  ====================  ===============  =============================
                                                                                                       Remaining Term         
Disclosure  Distribution  Initial        Payoff  Penalty  Prepayment  Maturity  Property              ------------------  Note
 Control #     Date       Balance  Code  Amount   Amount     Date       Date      Type    State  DSCR   Life     Amort.   Rate
========================  ==============================  ====================  ===============  =============================
                                                                                                                              
------------------------  ------------------------------  --------------------  ---------------  -----------------------------

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

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

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

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

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

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

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

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

========================  ==============================  ====================  ===============  =============================
                          CUMULATIVE        0       0                                                                         
                                         ===============                                                                      

07/02/2001 - 15:03 (MXXX-MXXX)  (C) 2001  LaSalle Bank N.A.                                                                   

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ABN AMRO                                     LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C3                 Statement Date:          
LaSalle Bank N.A.                       STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Payment Date:            
                                            FIRST UNION NATIONAL BANK, MASTER SERVICER                Prior Payment:           
                                                          SERIES 2001-C3                              Next Payment:            
                                                                                                      Record Date:             
                                                    ABN AMRO ACCT: XX-XXXX-XX-X                                                

                                                       DELINQUENT LOAN DETAIL                                                  

===============================================================================================================================
                  Paid               Outstanding  Out. Property                     Special                                    
 Disclosure Doc   Thru  Current P&I      P&I        Protection       Advance       Servicer     Foreclosure  Bankruptcy    REO 
   Control #      Date    Advance     Advances**     Advances    Description (1) Transfer Date      Date        Date       Date
===============================================================================================================================
                                                                                                                               

===============================================================================================================================
A.  P&I Advance - Loan in Grace Period                                1.  P&I Advance - Loan delinquent 1 month                
B.  P&I Advance - Late Payment but (less than) one month delinq       2.  P&I Advance - Loan delinquent 2 months               
                                                                      3.  P&I Advance - Loan delinquent 3 months or More       
                                                                      4.  Matured Balloon/Assumed Scheduled Payment            
===============================================================================================================================
**  Outstanding P&I Advances include the current period P&I Advance                                                            

07/02/2001 - 15:03 (MXXX-MXXX)  (C) 2001  LaSalle Bank N.A.                                                                    

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ABN AMRO                                     LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C3                 Statement Date:               
LaSalle Bank N.A.                       STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Payment Date:                 
                                            FIRST UNION NATIONAL BANK, MASTER SERVICER                Prior Payment:                
                                                          SERIES 2001-C3                              Next Payment:                 
                                                                                                      Record Date:                  
                                                    ABN AMRO ACCT: XX-XXXX-XX-X                                                     

                                                    MORTGAGE LOAN CHARACTERISTICS                                                   

                                                                                                                                    
               DISTRIBUTION OF PRINCIPAL BALANCES                               DISTRIBUTION OF MORTGAGE INTEREST RATES             
=================================================================  =================================================================
                                                Weighted Average                                                   Weighted Average 
 Current Scheduled   # of  Scheduled   % of    ------------------  Current Mortgage     # of  Scheduled   % of    ------------------
     Balances       Loans   Balance   Balance  Term  Coupon  DSCR   Interest Rate      Loans   Balance   Balance  Term  Coupon  DSCR
=================================================================  =================================================================

                                                                   =================================================================
                                                                                         0         0      0.00%                     
=================================================================  =================================================================
                      0         0      0.00%                       Minimum Mortgage Interest Rate     10.0000%                      
=================================================================  Maximum Mortgage Interest Rate     10.0000%                      
Average Scheduled Balance                                                                                                           
Maximum  Scheduled Balance                                                     DISTRIBUTION OF REMAINING TERM (BALLOON)             
Minimum  Scheduled Balance                                         =================================================================
                                                                                                                   Weighted Average 
        DISTRIBUTION OF REMAINING TERM (FULLY AMORTIZING)             Balloon           # of  Scheduled   % of    ------------------
=================================================================  Mortgage Loans      Loans   Balance   Balance  Term  Coupon  DSCR
                                                Weighted Average   =================================================================
Fully Amortizing     # of  Scheduled   % of    ------------------     0 to  60                                                      
 Mortgage Loans     Loans   Balance   Balance  Term  Coupon  DSCR    61 to 120                                                      
=================================================================   121 to 180                                                      
                                                                    181 to 240                                                      
                                                                    241 to 360                                                      

=================================================================  =================================================================
                      0         0      0.00%                                             0         0      0.00%                     
=================================================================  =================================================================
                                   Minimum Remaining Term          Minimum Remaining Term       0                                   
                                   Maximum Remaining Term          Maximum Remaining Term       0                                   

07/02/2001 - 15:03 (MXXX-MXXX)  (C) 2001  LaSalle Bank N.A.                                                                         

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ABN AMRO                                     LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C3                 Statement Date:               
LaSalle Bank N.A.                       STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Payment Date:                 
                                            FIRST UNION NATIONAL BANK, MASTER SERVICER                Prior Payment:                
                                                          SERIES 2001-C3                              Next Payment:                 
                                                                                                      Record Date:                  
                                                    ABN AMRO ACCT: XX-XXXX-XX-X                                                     

                                                    MORTGAGE LOAN CHARACTERISTICS                                                   

                                                                                                                                    
                 DISTRIBUTION OF DSCR (CURRENT)                                         GEOGRAPHIC DISTRIBUTION                     
=================================================================  =================================================================
   Debt Service     # of   Scheduled    % of                                           # of   Scheduled    % of                     
  Coverage Ratio   Loans    Balance    Balance  WAMM   WAC   DSCR        State        Loans    Balance    Balance  WAMM   WAC   DSCR
=================================================================  =================================================================

=================================================================                                                                   
                     0         0        0.00%                                                                                       
=================================================================                                                                   
Maximum  DSCR                                                                                                                       
Minimum  DSCR                                                                                                                       

                  DISTRIBUTION OF DSCR (CUTOFF)                                                                                     
=================================================================                                                                   
   Debt Service     # of   Scheduled    % of                                                                                        
  Coverage Ratio   Loans    Balance    Balance  WAMM   WAC   DSCR                                                                   
=================================================================                                                                   

=================================================================  =================================================================
                     0         0        0.00%                                           0                  0.00%                    
=================================================================  =================================================================
Maximum  DSCR               0.00                                                                                                    
Minimum  DSCR               0.00                                                                                                    

07/02/2001 - 15:03 (MXXX-MXXX)  (C) 2001  LaSalle Bank N.A.                                                                         

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ABN AMRO                                     LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C3                 Statement Date:               
LaSalle Bank N.A.                       STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Payment Date:                 
                                            FIRST UNION NATIONAL BANK, MASTER SERVICER                Prior Payment:                
                                                          SERIES 2001-C3                              Next Payment:                 
                                                                                                      Record Date:                  
                                                    ABN AMRO ACCT: XX-XXXX-XX-X                                                     

                                                    MORTGAGE LOAN CHARACTERISTICS                                                   

                                                                                                                                    
                 DISTRIBUTION OF PROPERTY TYPES                                     DISTRIBUTION OF LOAN SEASONING                  
=================================================================  =================================================================
                    # of   Scheduled    % of                                           # of   Scheduled    % of                     
  Property Types   Loans    Balance    Balance  WAMM   WAC   DSCR  Number of Years    Loans    Balance    Balance  WAMM   WAC   DSCR
=================================================================  =================================================================

=================================================================  =================================================================
                     0         0        0.00%                                           0         0        0.00%                    
=================================================================  =================================================================

                DISTRIBUTION OF AMORTIZATION TYPE                                 DISTRIBUTION OF YEAR LOANS MATURING               
=================================================================  =================================================================
Current Scheduled   # of   Scheduled    % of                                           # of   Scheduled    % of                     
    Balances       Loans    Balance    Balance  WAMM   WAC   DSCR          Year       Loans    Balance    Balance  WAMM   WAC   DSCR
=================================================================  =================================================================
                                                                           1998                                                     
                                                                           1999                                                     
                                                                           2000                                                     
                                                                           2001                                                     
                                                                           2002                                                     
                                                                           2003                                                     
                                                                           2004                                                     
                                                                           2005                                                     
                                                                           2006                                                     
                                                                           2007                                                     
                                                                           2008                                                     
                                                                       2009 & Longer                                                
=================================================================  =================================================================
                                                                                        0         0        0.00%                    
=================================================================  =================================================================

07/02/2001 - 15:03 (MXXX-MXXX)  (C) 2001  LaSalle Bank N.A.                                                                         

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ABN AMRO                                     LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C3                 Statement Date:               
LaSalle Bank N.A.                       STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Payment Date:                 
                                            FIRST UNION NATIONAL BANK, MASTER SERVICER                Prior Payment:                
                                                          SERIES 2001-C3                              Next Payment:                 
                                                                                                      Record Date:                  
                                                    ABN AMRO ACCT: XX-XXXX-XX-X                                                     

                                                          LOAN LEVEL DETAIL                                                         

==============================================================================================================================      
                                                   Operating               Ending                               Spec.               
Disclosure         Property                        Statement   Maturity   Principal   Note   Scheduled   Mod.   Serv    ASER        
 Control #   Grp     Type     State   DSCR   NOI     Date        Date      Balance    Rate      P&I      Flag   Flag    Flag        
==============================================================================================================================      
                                                                                                                                    

==============================================================================================================================      
                              W/Avg   0.00    0                               0                  0                                  
==============================================================================================================================      


====================================                                                                                                
  Loan             Prepayment                                                                                                       
 Status    -------------------------                                                                                                
 Code(1)   Amount   Penalty   Date                                                                                                  
====================================                                                                                                
                                                                                                                                    

====================================                                                                                                
              0         0                                                                                                           
====================================                                                                                                

*   NOI and DSCR, if available and reportable under the terms of the Pooling and Servicing Agreement, are based on information      
    obtained from the related borrower, and no other party to the agreement shall be held liable for the accuracy or methodology    
    used to determine such figures.                                                                                                 

------------------------------------------------------------------------------------------------------------------------------------
(1)   Legend:   A.  P&I Adv -  in Grace Period                   1. P&I Adv -  delinquent 1 month       7. Foreclosure              
                B.  P&I Adv -  (less than) one month delinq      2. P&I Adv -  delinquent 2 months      8. Bankruptcy               
                                                                 3. P&I Adv -  delinquent 3+ months     9. REO                      
                                                                 4. Mat. Balloon/Assumed  P&I          10. DPO                      
                                                                 5. Prepaid in Full                    11. Modification             
                                                                 6. Specially  Serviced                                             
====================================================================================================================================
07/02/2001 - 15:03 (MXXX-MXXX)  (C) 2001  LaSalle Bank N.A.                                                                         

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ABN AMRO                                     LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C3                 Statement Date:            
LaSalle Bank N.A.                       STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Payment Date:              
                                            FIRST UNION NATIONAL BANK, MASTER SERVICER                Prior Payment:             
                                                          SERIES 2001-C3                              Next Payment:              
                                                                                                      Record Date:               
                                                    ABN AMRO ACCT: XX-XXXX-XX-X                                                  

                                              SPECIALLY SERVICED (PART I) ~ LOAN DETAIL                                          

=====================  ===================  =================================  ================================  ================
                             Balance                          Remaining Term                                                     
Disclosure  Transfer    -----------------    Note   Maturity  --------------           Property                              NOI 
Control #     Date      Scheduled  Actual    Rate     Date     Life   Amort.             Type            State    NOI  DSCR  Date
=====================  ===================  =================================  ================================  ================
                                                                                                                                 

=====================  ===================  =================================  ================================  ================

07/02/2001 - 15:03 (MXXX-MXXX)  (C) 2001  LaSalle Bank N.A.                                                                      

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ABN AMRO                                     LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C3                 Statement Date:               
LaSalle Bank N.A.                       STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Payment Date:                 
                                            FIRST UNION NATIONAL BANK, MASTER SERVICER                Prior Payment:                
                                                          SERIES 2001-C3                              Next Payment:                 
                                                                                                      Record Date:                  
                                                    ABN AMRO ACCT: XX-XXXX-XX-X                                                     

                                    SPECIALLY SERVICED LOAN DETAIL (PART II) ~ SERVICER COMMENTS                                    

====================================================================================================================================
   Disclosure             Resolution                                                                                                
   Control #               Strategy                                              Comments                                           
====================================================================================================================================
                                                                                                                                    

====================================================================================================================================
07/02/2001 - 15:03 (MXXX-MXXX)  (C) 2001  LaSalle Bank N.A.                                                                         

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ABN AMRO                                     LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C3                 Statement Date:               
LaSalle Bank N.A.                       STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Payment Date:                 
                                            FIRST UNION NATIONAL BANK, MASTER SERVICER                Prior Payment:                
                                                          SERIES 2001-C3                              Next Payment:                 
                                                                                                      Record Date:                  
                                                    ABN AMRO ACCT: XX-XXXX-XX-X                                                     

                                                        MODIFIED LOAN DETAIL                                                        

====================================================================================================================================

 Disclosure   Modification      Modification                                          Modification                                  
  Control #      Date               Code                                              Description                                   
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    

====================================================================================================================================
07/02/2001 - 15:03 (MXXX-MXXX)  (C) 2001  LaSalle Bank N.A.                                                                         

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ABN AMRO                                       LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C3                  Statement Date:            
LaSalle Bank N.A.                         STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR             Payment Date:              
                                              FIRST UNION NATIONAL BANK, MASTER SERVICER                 Prior Payment:             
                                                            SERIES 2001-C3                               Next Payment:              
                                                                                                         Record Date:               
                                                      ABN AMRO ACCT: XX-XXXX-XX-X                                                   

                                                          REALIZED LOSS DETAIL                                                      

====================================================================================================================================
                                                Beginning            Gross Proceeds  Aggregate       Net      Net Proceeds          
Distribution  Disclosure  Appraisal  Appraisal  Scheduled  Gross      as a % of     Liquidation  Liquidation   as a % of    Realized
   Period     Control #     Date       Value     Balance  Proceeds  Sched Principal  Expenses *   Proceeds   Sched. Balance   Loss  
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    

------------------------------------------------------------------------------------------------------------------------------------
CURRENT TOTAL                                      0.00     0.00                        0.00         0.00                     0.00  
CUMULATIVE                                         0.00     0.00                        0.00         0.00                     0.00  
====================================================================================================================================

     * Aggregate liquidation expenses also include outstanding P&I advances and unpaid servicing fees, unpaid trustee fees, etc.    

07/02/2001 - 15:03 (MXXX-MXXX)  (C) 2001  LaSalle Bank N.A.                                                                         

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ABN AMRO                                     LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C3                 Statement Date:               
LaSalle Bank N.A.                       STRUCTURED ASSET SECURITIES CORPORATION, DEPOSITOR            Payment Date:                 
                                            FIRST UNION NATIONAL BANK, MASTER SERVICER                Prior Payment:                
                                                          SERIES 2001-C3                              Next Payment:                 
                                                                                                      Record Date:                  
                                                    ABN AMRO ACCT: XX-XXXX-XX-X                                                     

                                                     APPRAISAL REDUCTION DETAIL                                                     

======================  ========================  ======================================  ================  ======  ================
                                                                       Remaining Term                                   Appraisal   
Disclosure  Appraisal   Scheduled    Reduction      Note    Maturity   ---------------    Property                   ---------------
 Control #  Red. Date    Balance      Amount        Rate      Date     Life      Amort.     Type    State    DSCR     Value    Date 
----------------------  ------------------------  --------------------------------------  ----------------  ------  ----------------
                                                                                                                                    

======================  ========================  ======================================  ================  ======  ================
07/02/2001 - 15:03 (MXXX-MXXX)  (C) 2001  LaSalle Bank N.A.                                                                         

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PROSPECTUS                                                                      

STRUCTURED ASSET SECURITIES CORPORATION,
THE DEPOSITOR 

MORTGAGE PASS-THROUGH CERTIFICATES, 

ISSUABLE IN SERIES
----------------  
 Our name is Structured Asset Securities Corporation. We intend to offer
from time to time mortgage pass-through certificates. These offers may be made  
through one or more different methods, including offerings through              
underwriters. We do not currently intend to list the offered certificates of    
any series on any national securities exchange or the NASDAQ stock market. See  
"Method of Distribution."                                                       

THE OFFERED CERTIFICATES:                                       
The offered certificates will be issuable in series.                        
Each series of offered certificates will--                                  

o  have its own series designation,                                       

o  consist of one or more classes with various                            
payment characteristics,                                            

o  evidence beneficial ownership interests in a                           
trust established by us, and                                        

o  be payable solely out of the related trust                             
assets.                                                             

No governmental agency or instrumentality will insure or guarantee payment on   
the offered certificates. Neither we nor any of our affiliates are responsible  
for making payments on the offered certificates if collections on the related   
trust assets are insufficient.                                                  

THE TRUST ASSETS:                                                 
The assets of each of our trusts will include--                             

o  mortgage loans secured by first and junior                             
liens on, or security interests in, various                         
interests in commercial and multifamily real                        
properties,                                                         

o  mortgage-backed securities that directly or                            
indirectly evidence interests in, or are directly                   
or indirectly secured by, those types of                            
mortgage loans, or                                                  

o  some combination of those types of mortgage                            
loans and mortgage-backed securities.                               

Trust assets may also include letters of credit, surety bonds, insurance        
policies, guarantees, credit derivatives, reserve funds, guaranteed investment  
contracts, interest rate exchange agreements, interest rate cap or floor        
agreements, currency exchange agreements, or other similar instruments and      
agreements.                                                                     

In connection with each offering, we will prepare a supplement to this          
prospectus in order to describe in more detail the particular certificates being
offered and the related trust assets. In that document, we will also state the  
price to the public for each class of offered certificates or explain the method
for determining that price. In that document, we will also identify the         
applicable lead or managing underwriter(s), if any, and provide information     
regarding the relevant underwriting arrangements and the underwriters'          
compensation. You may not purchase the offered certificates of any series unless
you have also received the prospectus supplement for that series.               

YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE 13 IN THIS     
PROSPECTUS, AS WELL AS THOSE SET FORTH IN THE RELATED PROSPECTUS SUPPLEMENT,    
PRIOR TO INVESTING.                                                             

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES         
COMMISSION HAS APPROVED OR DISAPPROVED OF THE OFFERED CERTIFICATES OR PASSED    
UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE     
CONTRARY IS A CRIMINAL OFFENSE.                                                 

THE DATE OF THIS PROSPECTUS IS APRIL 18, 2001.  

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TABLE OF CONTENTS 

                                                                [Download Table]

                                                                           PAGE 
                                                                           -----
                                                                                
Important Notice About the Information Presented in This Prospectus .....    3  
Available Information; Incorporation by Reference .......................    3  
Summary of Prospectus ...................................................    4  
Risk Factors ............................................................   13  
Capitalized Terms Used in this Prospectus ...............................   30  
Description of the Trust Assets .........................................   30  
Yield and Maturity Considerations .......................................   53  
Structured Asset Securities Corporation .................................   58  
Description of the Certificates .........................................   58  
Description of the Governing Documents ..................................   67  
Description of Credit Support ...........................................   76  
Legal Aspects of Mortgage Loans .........................................   78  
Federal Income Tax Consequences .........................................   90  
State and Other Tax Consequences ........................................  128  
ERISA Considerations ....................................................  128  
Legal Investment ........................................................  131  
Use of Proceeds .........................................................  133  
Method of Distribution ..................................................  133  
Legal Matters ...........................................................  134  
Financial Information ...................................................  134  
Rating ..................................................................  135  
Glossary ................................................................  136  

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IMPORTANT NOTICE ABOUT THE INFORMATION PRESENTED IN THIS PROSPECTUS 

 When deciding whether to invest in any of the offered certificates, you
should only rely on the information contained in this prospectus and the related
prospectus supplement. We have not authorized any dealer, salesman or other     
person to give any information or to make any representation that is different. 
In addition, information in this prospectus or any related prospectus supplement
is current only as of the date on its cover. By delivery of this prospectus and 
any related prospectus supplement, we are not offering to sell any securities,  
and are not soliciting an offer to buy any securities, in any state where the   
offer and sale is not permitted.                                                

AVAILABLE INFORMATION; INCORPORATION BY REFERENCE 

  We have filed with the SEC a registration statement under the Securities
Act of 1933, as amended, with respect to the certificates offered by this       
prospectus. This prospectus forms a part of the registration statement. This    
prospectus and the related prospectus supplement do not contain all of the      
information with respect to an offering that is contained in the registration   
statement. For further information regarding the documents referred to in this  
prospectus and the related prospectus supplement, you should refer to the       
registration statement and its exhibits. You can inspect the registration       
statement and its exhibits, and make copies of these documents at prescribed    
rates, at the public reference facilities maintained by the SEC at its Public   
Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, and at its   
Regional Offices located as follows: Chicago Regional Office, 500 West Madison, 
14th Floor, Chicago, Illinois 60661; and New York Regional Office, Seven World  
Trade Center, New York, New York 10048. You can also obtain copies of these     
materials electronically through the SEC's Web site (http://www.sec.gov).       

 In connection with each series of offered certificates, we will file or
arrange to have filed with the SEC with respect to the related trust any        
periodic reports that are required under the Securities Exchange Act of 1934,   
as amended. All documents and reports that are so filed for the related trust   
prior to the termination of an offering of certificates are incorporated by     
reference into, and should be considered a part of, this prospectus. Upon       
request, we will provide without charge to each person receiving this           
prospectus in connection with an offering, a copy of any or all documents or    
reports that are so incorporated by reference. All requests should be directed  
to us in writing at 200 Vesey Street, New York, New York 10285, attention:      
Secretary, or by telephone at 212-526-7000.                                     

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SUMMARY OF PROSPECTUS 

  This summary contains selected information from this prospectus. It does
not contain all of the information you need to consider in making your          
investment decision. TO UNDERSTAND ALL OF THE TERMS OF A PARTICULAR OFFERING OF 
CERTIFICATES, YOU SHOULD READ CAREFULLY THIS PROSPECTUS AND THE RELATED         
PROSPECTUS SUPPLEMENT IN FULL.                                                  

WHO WE ARE..................   Structured Asset Securities Corporation. We are  
                               a Delaware corporation. Our principal offices are
                             located at 200 Vesey Street, New York, New York
                               10285. Our main telephone number is 212-526-7000.
                            See "Structured Asset Securities Corporation."

THE SECURITIES                                                                  
BEING OFFERED...............  The securities that will be offered by this     
                               prospectus and the related prospectus supplements
                            consist of mortgage pass-through certificates.
                              These certificates will be issued in series, and
                               each series will, in turn, consist of one or more
                               classes. Each class of offered certificates must,
                     at the time of issuance, be assigned an
                     investment grade rating by at least one
                      nationally recognized statistical rating
                              organization. Typically, the four highest rating
                   categories, within which there may be
                               sub-categories or gradations to indicate relative
                               standing, signify investment grade. See "Rating."

                      Each series of offered certificates will
                          evidence beneficial ownership interests in a
                        trust established by us and containing the
                         assets described in this prospectus and the
            related prospectus supplement.

THE OFFERED CERTIFICATES MAY                                                    
BE ISSUED WITH OTHER                                                          
CERTIFICATES................  We may not publicly offer all the mortgage      
                               pass-through certificates evidencing interests in
                               one of our trusts. We may elect to retain some of
                              those certificates, to place some privately with
                               institutional investors or to deliver some to the
                            applicable seller as partial consideration for
                               the related mortgage assets. In addition, some of
                           those certificates may not satisfy the rating
                            requirement for offered certificates described
                            under "-- The Securities Being Offered" above.

THE GOVERNING DOCUMENTS.....   In general, a pooling and servicing agreement    
                         or other similar agreement or collection of
                          agreements will govern, among other things--

                       o  the issuance of each series of offered
 certificates,

                              o  the creation of and transfer of assets to the
        related trust, and

                          o  the servicing and administration of those
assets.     

                            The parties to the governing document(s) for a
                        series of offered certificates will always
                              include us and a trustee. We will be responsible
                         for establishing the trust relating to each
                             series of offered certificates. In addition, we
                              will transfer or arrange for the transfer of the
                             initial trust assets to that trust. In general,
                              the trustee for a series of offered certificates
      will be responsible for,

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                     among other things, making payments and
                            preparing and disseminating various reports to
                        the holders of those offered certificates.

                         If the trust assets for a series of offered
                              certificates include mortgage loans, the parties
                              to the governing document(s) will also include--

                         o  a master servicer that will generally be
                                  responsible for performing customary servicing
                               duties with respect to those mortgage loans
                            that are not defaulted, nonperforming or
                         otherwise problematic in any material
respect, and

                          o  a special servicer that will generally be
                               responsible for servicing and administering
                            those mortgage loans that are defaulted,
                             nonperforming or otherwise problematic in
                               any material respect and real estate assets
                              acquired as part of the related trust with
                        respect to defaulted mortgage loans.

                      The same person or entity, or affiliated
                           entities, may act as both master servicer and
             special servicer for any trust.

                         If the trust assets for a series of offered
                              certificates include mortgage-backed securities,
                          the parties to the governing document(s) may
                             also include a manager that will be responsible
                          for performing various administrative duties
                   with respect to those mortgage-backed
                              securities. If the related trustee assumes those
                        duties, however, there will be no manager.

                           In the related prospectus supplement, we will
                           identify the trustee and any master servicer,
                            special servicer or manager for each series of
                          offered certificates and will describe their
                      respective duties in further detail. See
                       "Description of the Governing Documents."

CHARACTERISTICS OF THE                                                          
MORTGAGE ASSETS.............  The trust assets with respect to any series of  
                            offered certificates will, in general, include
                               mortgage loans. Each of those mortgage loans will
                              constitute the obligation of one or more persons
                      to repay a debt. The performance of that
                             obligation will be secured by a first or junior
                              lien on, or security interest in, the ownership,
                           leasehold or other interest(s) of the related
                              borrower or another person in or with respect to
                        one or more commercial or multifamily real
                             properties. In particular, those properties may
include:          

                             o  rental or cooperatively-owned buildings with
            multiple dwelling units;

                         o  retail properties related to the sale of
                                 consumer goods and other products, or related
                               to providing entertainment, recreational or
                             personal services, to the general public;

  o  office buildings;

        o  hospitality properties;

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   o  casino properties;

                o  health care-related facilities;

       o  industrial facilities;

                     o  warehouse facilities, mini-warehouse
                           facilities and self-storage facilities;

                              o  restaurants, taverns and other establishments
                               involved in the food and beverage industry;

                              o  manufactured housing communities, mobile home
                         parks and recreational vehicle parks;

                    o  recreational and resort properties;

     o  arenas and stadiums;

                         o  churches and other religious facilities;

          o  parking lots and garages;

      o  mixed use properties;

                          o  other income-producing properties; and/or

 o  unimproved land.

                       The mortgage loans underlying a series of
                        offered certificates may have a variety of
                      payment terms. For example, any of those
mortgage loans--  

                             o  may provide for the accrual of interest at a
                                 mortgage interest rate that is fixed over its
                              term, that resets on one or more specified
                             dates or that otherwise adjusts from time
to time;    

                             o  may provide for the accrual of interest at a
                                mortgage interest rate that may be converted
                                 at the borrower's election from an adjustable
                                  to a fixed interest rate or from a fixed to an
             adjustable interest rate;

                        o  may provide for no accrual of interest;

                         o  may provide for level payments to stated
                               maturity, for payments that reset in amount
                         on one or more specified dates or for
                            payments that otherwise adjust from time
                                  to time to accommodate changes in the mortgage
                                 interest rate or to reflect the occurrence of
     specified events;

                           o  may be fully amortizing or, alternatively,
                                 may be partially amortizing or nonamortizing,
                               with a substantial payment of principal due
                on its stated maturity date;

                        o  may permit the negative amortization or
                 deferral of accrued interest;

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                   o  may prohibit some or all voluntary
                                prepayments or require payment of a premium,
                          fee or charge in connection with those
prepayments;

                              o  may permit defeasance and the release of real
                               property collateral in connection with that
defeasance; 

                       o  may provide for payments of principal,
                             interest or both, on due dates that occur
                                  monthly, bi-monthly, quarterly, semi-annually,
                              annually or at some other interval; and/or

                           o  may have two or more component parts, each
                             having characteristics that are otherwise
                         described in this prospectus as being
                         attributable to separate and distinct
   mortgage loans.

                     Most, if not all, of the mortgage loans
                              underlying a series of offered certificates will
                            be secured by liens on real properties located
                       in the United States, its territories and
                          possessions. However, some of those mortgage
                              loans may be secured by liens on real properties
                    located outside the United States, its
                        territories and possessions, provided that
                          foreign mortgage loans do not represent more
                             than 10% of the related mortgage asset pool, by
balance.          

                          We do not originate mortgage loans. However,
                           some or all of the mortgage loans included in
                        one of our trusts may be originated by our
affiliates.       

                       Neither we nor any of our affiliates will
                         guarantee or insure repayment of any of the
                           mortgage loans underlying a series of offered
                     certificates. Unless we expressly state
                             otherwise in the related prospectus supplement,
                            no governmental agency or instrumentality will
                         guarantee or insure repayment of any of the
                           mortgage loans underlying a series of offered
                         certificates. See "Description of the Trust
        Assets -- Mortgage Loans."

                            The trust assets with respect to any series of
                            offered certificates may also include mortgage
                   participations, mortgage pass-through
                   certificates, collateralized mortgage
                   obligations and other mortgage-backed
                              securities, that evidence an interest in, or are
                          secured by a pledge of, one or more mortgage
                            loans of the type described above. We will not
                          include a mortgage-backed security among the
                        trust assets with respect to any series of
           offered certificates unless--

                           o  the security has been registered under the
                          Securities Act of 1933, as amended, or

                        o  we would be free to publicly resell the
                  security without registration.

                     See "Description of the Trust Assets --
          Mortgage-Backed Securities."

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                              We will describe the specific characteristics of
                        the mortgage assets underlying a series of
                            offered certificates in the related prospectus
supplement.       

                         In general, the total outstanding principal
                              balance of the mortgage assets transferred by us
                              to any particular trust will equal or exceed the
                            initial total outstanding principal balance of
                              the related series of certificates. In the event
                             that the total outstanding principal balance of
                             the related mortgage assets initially delivered
                           by us to the related trustee is less than the
                            initial total outstanding principal balance of
                           any series of certificates, we may deposit or
                       arrange for the deposit of cash or liquid
                              investments on an interim basis with the related
                         trustee to cover the shortfall. For 90 days
                            following the date of initial issuance of that
                            series of certificates, we will be entitled to
                       obtain a release of the deposited cash or
                      investments if we deliver or arrange for
                            delivery of a corresponding amount of mortgage
                              assets. If we fail, however, to deliver mortgage
                     assets sufficient to make up the entire
                      shortfall, any of the cash or, following
                           liquidation, investments remaining on deposit
                          with the related trustee will be used by the
                             related trustee to pay down the total principal
                            balance of the related series of certificates,
                    as described in the related prospectus
supplement.       

SUBSTITUTION, ACQUISITION AND                                                   
REMOVAL OF MORTGAGE ASSETS...  If so specified in the related prospectus        
                           supplement, we or another specified person or
                            entity may be permitted, at our or its option,
                             but subject to the conditions specified in that
                        prospectus supplement, to acquire from the
                      related trust particular mortgage assets
                             underlying a series of certificates in exchange
for:              

                           o  cash that would be applied to pay down the
                              principal balances of certificates of that
  series; and/or

                        o  other mortgage loans or mortgage-backed
     securities that--

                             1. conform to the description of mortgage
                        assets in this prospectus, and

                            2. satisfy the criteria set forth in the
                        related prospectus supplement.

                       If so specified in the related prospectus
                    supplement, the related trustee may be
                             authorized or required, to apply collections on
                        the mortgage assets underlying a series of
                          offered certificates to acquire new mortgage
                        loans or mortgage-backed securities that--

                           1. conform to the description of mortgage
                      assets in this prospectus, and

                          2. satisfy the criteria set forth in the
                      related prospectus supplement.

                              No replacement of mortgage assets or acquisition
                            of new mortgage assets will be permitted if it
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                           qualification, downgrade or withdrawal of the
                        then-current rating assigned by any rating
                     agency to any class of affected offered
certificates.     

                          Further, if so specified under circumstances
                             described in the related prospectus supplement,
                             a certificateholder of a series of certificates
                             that includes offered certificates may exchange
                              the certificates it holds for one or more of the
                          mortgage loans or mortgage-backed securities
                    constituting part of the mortgage pool
            underlying those certificates.

CHARACTERISTICS OF THE OFFERED                                                  
CERTIFICATES................  An offered certificate may entitle the holder   
to receive:       

           o  a stated principal amount;

                            o  interest on a principal balance or notional
                              amount, at a fixed, variable or adjustable
      pass-through rate;

                             o  specified, fixed or variable portions of the
                                 interest, principal or other amounts received
                   on the related mortgage assets;

                              o  payments of principal, with disproportionate,
                       nominal or no payments of interest;

                             o  payments of interest, with disproportionate,
                        nominal or no payments of principal;

                       o  payments of interest or principal that
                                commence only as of a specified date or only
                             after the occurrence of specified events,
                               such as the payment in full of the interest
                            and principal outstanding on one or more
                             other classes of certificates of the same
series;     

                            o  payments of principal to be made, from time
                                to time or for designated periods, at a rate
that is--   

                               1. faster and, in some cases, substantially
    faster, or

                               2. slower and, in some cases, substantially
 slower,

                            than the rate at which payments or other
                                collections of principal are received on the
            related mortgage assets;

                             o  payments of principal to be made, subject to
                         available funds, based on a specified
                       principal payment schedule or other
   methodology; or

                             o  payments of all or part of the prepayment or
                                repayment premiums, fees and charges, equity
                            participations payments or other similar
                                  items received on the related mortgage assets.

                             Any class of offered certificates may be senior
                            or subordinate to one or more other classes of
                          certificates of the same series, including a
                       non-offered class of certificates of that
                          series, for purposes of some or all payments
           and/or allocations of losses.

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                             A class of offered certificates may have two or
               more component parts, each having
                             characteristics that are otherwise described in
                      this prospectus as being attributable to
            separate and distinct classes.

                              We will describe the specific characteristics of
                       each class of offered certificates in the
                related prospectus supplement. See
                "Description of the Certificates."

CREDIT SUPPORT AND REINVESTMENT,                                                
INTEREST RATE AND CURRENCY                                                    
RELATED PROTECTION FOR THE                                                    
OFFERED CERTIFICATES......... Some classes of offered certificates may be     
                               protected in full or in part against defaults and
                             losses, or select types of defaults and losses,
                        on the related mortgage assets through the
                           subordination of one or more other classes of
                               certificates of the same series or by other types
                          of credit support. The other types of credit
                              support may include a letter of credit, a surety
                              bond, an insurance policy, a guarantee, a credit
                            derivative or a reserve fund. We will describe
                           the credit support, if any, for each class of
                            offered certificates in the related prospectus
supplement.       

                            The trust assets with respect to any series of
                              offered certificates may also include any of the
   following agreements:

                              o  guaranteed investment contracts in accordance
                           with which moneys held in the funds and
                              accounts established with respect to those
                              offered certificates will be invested at a
   specified rate;

                            o  interest rate exchange agreements, interest
                          rate cap or floor agreements, or other
                           agreements and arrangements designed to
                       reduce the effects of interest rate
                               fluctuations on the related mortgage assets
                              or on one or more classes of those offered
    certificates; or

                      o  currency exchange agreements or other
                           agreements and arrangements designed to
                                reduce the effects of currency exchange rate
                            fluctuations with respect to the related
                              mortgage assets and one or more classes of
               those offered certificates.

                         We will describe the types of reinvestment,
                            interest rate and currency related protection,
                            if any, for each class of offered certificates
                   in the related prospectus supplement.

                           See "Risk Factors," "Description of the Trust
                          Assets" and "Description of Credit Support."

ADVANCES WITH RESPECT TO THE                                                    
MORTGAGE ASSETS.............  If the trust assets for a series of offered     
                               certificates include mortgage loans, then, as and
                               to the extent described in the related prospectus
                          supplement, the related master servicer, the
                            related special servicer, the related trustee,
                               any related provider of credit support and/or any
           other specified person may be

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                          obligated to make, or may have the option of
                             making, advances with respect to those mortgage
loans to cover--  

                           o  delinquent scheduled payments of principal
                                 and/or interest, other than balloon payments,

              o  property protection expenses,

             o  other servicing expenses, or

                         o  any other items specified in the related
          prospectus supplement.

                           Any party making advances will be entitled to
                             reimbursement from subsequent recoveries on the
                              related mortgage loan and as otherwise described
                          in this prospectus or the related prospectus
                            supplement. That party may also be entitled to
                              receive interest on its advances for a specified
                             period. See "Description of the Certificates --
Advances."        

                         If the trust assets for a series of offered
                              certificates include mortgage-backed securities,
                        we will describe in the related prospectus
                             supplement any comparable advancing obligations
                              with respect to those mortgage-backed securities
               or the underlying mortgage loans.

OPTIONAL TERMINATION........   We will describe in the related prospectus       
                               supplement any circumstances in which a specified
                            party is permitted or obligated to purchase or
                          sell any of the mortgage assets underlying a
                              series of offered certificates. In particular, a
                        master servicer, special servicer or other
                               designated party may be permitted or obligated to
purchase or sell--

                          o  all the mortgage assets in any particular
                                trust, thereby resulting in a termination of
 the trust, or

                           o  that portion of the mortgage assets in any
                                  particular trust as is necessary or sufficient
                            to retire one or more classes of offered
                       certificates of the related series.

                     See "Description of the Certificates --
Termination."     

FEDERAL INCOME                                                                  
 TAX CONSEQUENCES............  Any class of offered certificates will constitute
       or evidence ownership of:

                             o  regular interests or residual interests in a
                                 real estate mortgage investment conduit under
                              Sections 860A through 860G of the Internal
            Revenue Code of 1986; or

                       o  regular interests in a financial asset
                              securitization investment trust within the
                              meaning of Section 860L(a) of the Internal
            Revenue Code of 1986; or

                             o  interests in a grantor trust under Subpart E
                             of Part I of Subchapter J of the Internal
         Revenue Code of 1986.

                    See "Federal Income Tax Consequences."

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ERISA CONSIDERATIONS........   If you are a fiduciary of an employee benefit    
                               plan or other retirement plan or arrangement, you
                               should review with your legal advisor whether the
                               purchase or holding of offered certificates could
                              give rise to a transaction that is prohibited or
                           is not otherwise permissible under applicable
              law. See "ERISA Considerations."

LEGAL INVESTMENT............   If your investment authority is subject to       
                               legal restrictions, you should consult your legal
                             advisor to determine whether and to what extent
                         the offered certificates constitute a legal
                        investment for you. We will specify in the
                            related prospectus supplement which classes of
                               the offered certificates will constitute mortgage
                              related securities for purposes of the Secondary
                         Mortgage Market Enhancement Act of 1984, as
              amended. See "Legal Investment."

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RISK FACTORS  

You should consider the following factors, as well as the factors set 
forth under "Risk Factors" in the related prospectus supplement, in deciding    
whether to purchase offered certificates.                                       

LACK OF LIQUIDITY WILL IMPAIR YOUR ABILITY TO SELL YOUR OFFERED CERTIFICATES    
AND MAY HAVE AN ADVERSE EFFECT ON THE MARKET VALUE OF YOUR OFFERED CERTIFICATES 

The offered certificates may have limited or no liquidity. We cannot  
assure you that a secondary market for your offered certificates will develop.  
There will be no obligation on the part of anyone to establish a secondary      
market. Even if a secondary market does develop for your offered certificates,  
it may provide you with less liquidity than you anticipated and it may not      
continue for the life of your offered certificates.                             

    We will describe in the related prospectus supplement the information that
will be available to you with respect to your offered certificates. The limited 
nature of the information may adversely affect the liquidity of your offered    
certificates.                                                                   

We do not currently intend tos list the offered certificates on any   
national securities exchange or the NASDAQ stock market.                        

Lack of liquidity will impair your ability to sell your offered       
certificates and may prevent you from doing so at a time when you may want or   
need to. Lack of liquidity could adversely affect the market value of your      
offered certificates. We do not expect that you will have any redemption rights 
with respect to your offered certificates.                                      

    If you decide to sell your offered certificates, you may have to sell them
at a discount from the price you paid for reasons unrelated to the performance  
of your offered certificates or the related mortgage assets. Pricing            
information regarding your offered certificates may not be generally available  
on an ongoing basis.                                                            

THE MARKET VALUE OF YOUR OFFERED CERTIFICATES MAY BE ADVERSELY AFFECTED BY      
FACTORS UNRELATED TO THE PERFORMANCE OF YOUR OFFERED CERTIFICATES AND THE       
UNDERLYING MORTGAGE ASSETS, SUCH AS FLUCTUATIONS IN INTEREST RATES AND THE      
SUPPLY AND DEMAND OF CMBS GENERALLY                                             

 The market value of your offered certificates can decline even if those
certificates and the underlying mortgage assets are performing at or above your 
expectations.                                                                   

The market value of your offered certificates will be sensitive to    
fluctuations in current interest rates. However, a change in the market value   
of your offered certificates as a result of an upward or downward movement in   
current interest rates may not equal the change in the market value of your     
offered certificates as a result of an equal but opposite movement in interest  
rates.                                                                          

  The market value of your offered certificates will also be influenced by
the supply of and demand for commercial mortgage-backed securities generally.   
The supply of commercial mortgage-backed securities will depend on, among other 
things, the amount of commercial and multifamily mortgage loans, whether newly  
originated or held in portfolio, that are available for securitization. A       
number of factors will affect investors' demand for commercial mortgage-backed  
securities, including--                                                         

o the availability of alternative investments that offer higher yields or 
    are perceived as being a better credit risk, having a less volatile market
value or being more liquid,                                           

o legal and other restrictions that prohibit a particular entity from     
   investing in commercial mortgage-backed securities or limit the amount or
types of commercial mortgage-backed securities that it may acquire,   

o investors' perceptions regarding the commercial and multifamily real    
   estate markets, which may be adversely affected by, among other things, a
   decline in real estate values or an increase in defaults and foreclosures
on mortgage loans secured by income-producing properties, and         

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o investors' perceptions regarding the capital markets in general, which
may be adversely affected by political, social and economic events  
completely unrelated to the commercial and multifamily real estate  
markets.                                                            

  If you decide to sell your offered certificates, you may have to sell at
discount from the price you paid for reasons unrelated to the performance of    
your offered certificates or the related mortgage assets. Pricing information   
regarding your offered certificates may not be generally available on an        
ongoing basis.                                                                  

PAYMENTS ON THE OFFERED CERTIFICATES WILL BE MADE SOLELY FROM THE LIMITED       
ASSETS OF THE RELATED TRUST, AND THOSE ASSETS MAY BE INSUFFICIENT TO MAKE ALL   
REQUIRED PAYMENTS ON THOSE CERTIFICATES                                         

The offered certificates do not represent obligations of any person or
entity and do not represent a claim against any assets other than those of the  
related trust. No governmental agency or instrumentality will guarantee or      
insure payment on the offered certificates. In addition, neither we nor our     
affiliates are responsible for making payments on the offered certificates if   
collections on the related trust assets are insufficient. If the related trust  
assets are insufficient to make payments on your offered certificates, no other 
assets will be available to you for payment of the deficiency, and you will     
bear the resulting loss. Any advances made by a master servicer or other party  
with respect to the mortgage assets underlying your offered certificates are    
intended solely to provide liquidity and not credit support. The party making   
those advances will have a right to reimbursement, probably with interest,      
which is senior to your right to receive payment on your offered certificates.  

ANY CREDIT SUPPORT FOR YOUR OFFERED CERTIFICATES MAY BE INSUFFICIENT TO PROTECT 
YOU AGAINST ALL POTENTIAL LOSSES                                                

The Amount of Credit Support Will Be Limited. The rating agencies that
assign ratings to your offered certificates will establish the amount of credit 
support, if any, for your offered certificates based on, among other things, an 
assumed level of defaults, delinquencies and losses with respect to the related 
mortgage assets. Actual losses may, however, exceed the assumed levels. See     
"Description of the Certificates -- Allocation of Losses and Shortfalls" and    
"Description of Credit Support." If actual losses on the related mortgage       
assets exceed the assumed levels, you may be required to bear the additional    
losses.                                                                         

  Credit Support May Not Cover All Types of Losses. The credit support, if
any, for your offered certificates may not cover all of your potential losses.  
For example, some forms of credit support may not cover or may provide limited  
protection against losses that you may suffer by reason of fraud or negligence  
or as a result of uninsured casualties at the real properties securing the      
underlying mortgage loans. You may be required to bear any losses which are not 
covered by the credit support.                                                  

  Disproportionate Benefits May Be Given to Some Classes and Series to the
Detriment of Others.  If a form of credit support covers multiple classes or    
series and losses exceed the amount of that credit support, it is possible that 
the holders of offered certificates of another series or class will be          
disproportionately benefited by that credit support to your detriment.          

THE INVESTMENT PERFORMANCE OF YOUR OFFERED CERTIFICATES WILL DEPEND UPON        
PAYMENTS, DEFAULTS AND LOSSES ON THE UNDERLYING MORTGAGE LOANS; AND THOSE       
PAYMENTS, DEFAULTS AND LOSSES MAY BE HIGHLY UNPREDICTABLE                       

 The Terms of the Underlying Mortgage Loans Will Affect Payments on Your
Offered Certificates.  Each of the mortgage loans underlying the offered        
certificates will specify the terms on which the related borrower must repay    
the outstanding principal amount of the loan. The rate, timing and amount of    
scheduled payments of principal may vary, and may vary significantly, from      
mortgage loan to mortgage loan. The rate at which the underlying mortgage loans 
amortize will directly affect the rate at which the principal balance or        
notional amount of your offered certificates is paid down or otherwise reduced. 

In addition, any mortgage loan underlying the offered certificates may
permit the related borrower during some or all of the loan term to prepay the   
loan. In general, a borrower will be more likely to prepay                      

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its mortgage loan when it has an economic incentive to do so, such as obtaining 
a larger loan on the same underlying real property or a lower or otherwise more 
advantageous interest rate through refinancing. If a mortgage loan includes     
some form of prepayment restriction, the likelihood of prepayment should        
decline. These restrictions may include--                                       

o an absolute or partial prohibition against voluntary prepayments      
during some or all of the loan term, or                             

o a requirement that voluntary prepayments be accompanied by some form  
of prepayment premium, fee or charge during some or all of the loan 
term.                                                               

In many cases, however, there will be no restriction associated with the        
application of insurance proceeds or condemnation proceeds as a prepayment of   
principal.                                                                      

The Terms of the Underlying Mortgage Loans Do Not Provide Absolute    
Certainty as Regards the Rate, Timing and Amount of Payments on Your Offered    
Certificates. Notwithstanding the terms of the mortgage loans backing your      
offered certificates, the amount, rate and timing of payments and other         
collections on those mortgage loans will, to some degree, be unpredictable      
because of borrower defaults and because of casualties and condemnations with   
respect to the underlying real properties.                                      

The investment performance of your offered certificates may vary      
materially and adversely from your expectations due to--                        

o the rate of prepayments and other unscheduled collections of principal
on the underlying mortgage loans being faster or slower than you    
anticipated, or                                                     

o the rate of defaults on the underlying mortgage loans being faster, or
  the severity of losses on the underlying mortgage loans being greater,
than you anticipated.                                               

 The actual yield to you, as a holder of an offered certificate, may not
equal the yield you anticipated at the time of your purchase, and the total     
return on investment that you expected may not be realized. In deciding whether 
to purchase any offered certificates, you should make an independent decision   
as to the appropriate prepayment, default and loss assumptions to be used. If   
the trust assets underlying your offered certificates include mortgage-backed   
securities, the terms of those securities may soften or enhance the effects to  
you that may result from prepayments, defaults and losses on the mortgage loans 
that ultimately back those securities.                                          

   Prepayments on the Underlying Mortgage Loans Will Affect the Average Life
of Your Offered Certificates; and the Rate and Timing of Those Prepayments May  
Be Highly Unpredictable. Payments of principal and/or interest on your offered  
certificates will depend upon, among other things, the rate and timing of       
payments on the related mortgage assets. Prepayments on the underlying mortgage 
loans may result in a faster rate of principal payments on your offered         
certificates, thereby resulting in a shorter average life for your offered      
certificates than if those prepayments had not occurred. The rate and timing of 
principal prepayments on pools of mortgage loans varies among pools and is      
influenced by a variety of economic, demographic, geographic, social, tax and   
legal factors. Accordingly, neither you nor we can predict the rate and timing  
of principal prepayments on the mortgage loans underlying your offered          
certificates. As a result, repayment of your offered certificates could occur   
significantly earlier or later, and the average life of your offered            
certificates could be significantly shorter or longer, than you expected.       

The extent to which prepayments on the underlying mortgage loans      
ultimately affect the average life of your offered certificates depends on the  
terms and provisions of your offered certificates. A class of offered           
certificates may entitle the holders to a pro rata share of any prepayments on  
the underlying mortgage loans, to all or a disproportionately large share of    
those prepayments, or to none or a disproportionately small share of those      
prepayments. If you are entitled to a disproportionately large share of any     
prepayments on the underlying mortgage loans, your offered certificates may be  
retired at an earlier date. If, however, you are only entitled to a small share 
of the prepayments on the underlying mortgage loans, the average life of your   
offered certificates may be extended. Your entitlement to receive payments,     
including prepayments, of principal of the underlying mortgage loans may--      

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  o vary based on the occurrence of specified events, such as the retirement
of one or more other classes of certificates of the same series, or 

o be subject to various contingencies, such as prepayment and default   
rates with respect to the underlying mortgage loans.                

We will describe the terms and provisions of your offered certificates
more fully in the related prospectus supplement.                                

    Prepayments on the Underlying Mortgage Loans Will Affect the Yield on Your
Offered Certificates; and the Rate and Timing of Those Prepayments May Be       
Highly Unpredictable. If you purchase your offered certificates at a discount   
or premium, the yield on your offered certificates will be sensitive to         
prepayments on the underlying mortgage loans. If you purchase your offered      
certificates at a discount, you should consider the risk that a slower than     
anticipated rate of principal payments on the underlying mortgage loans could   
result in your actual yield being lower than your anticipated yield.            
Alternatively, if you purchase your offered certificates at a premium, you      
should consider the risk that a faster than anticipated rate of principal       
payments on the underlying mortgage loans could result in your actual yield     
being lower than your anticipated yield. The potential effect that prepayments  
may have on the yield of your offered certificates will increase as the         
discount deepens or the premium increases. If the amount of interest payable on 
your offered certificates is disproportionately large, as compared to the       
amount of principal payable on your offered certificates, you may fail to       
recover your original investment under some prepayment scenarios. The rate and  
timing of principal prepayments on pools of mortgage loans varies among pools   
and is influenced by a variety of economic, demographic, geographic, social,    
tax and legal factors. Accordingly, neither you nor we can predict the rate and 
timing of principal prepayments on the mortgage loans underlying your offered   
certificates.                                                                   

 Delinquencies, Defaults and Losses on the Underlying Mortgage Loans May
Affect the Amount and Timing of Payments on Your Offered Certificates; and the  
Rate and Timing of Those Delinquencies and Defaults, and the Severity of Those  
Losses, are Highly Unpredictable. The rate and timing of delinquencies and      
defaults, and the severity of losses, on the underlying mortgage loans will     
impact the amount and timing of payments on a series of offered certificates to 
the extent that their effects are not offset by delinquency advances or some    
form of credit support.                                                         

 Unless otherwise covered by delinquency advances or some form of credit
support, defaults on the underlying mortgage loans may delay payments on a      
series of offered certificates while the defaulted mortgage loans are           
worked-out or liquidated. However, liquidations of defaulted mortgage loans     
prior to maturity could affect the yield and average life of an offered         
certificate in a manner similar to a voluntary prepayment.                      

 If you calculate your anticipated yield to maturity based on an assumed
rate of default and amount of losses on the underlying mortgage loans that is   
lower than the default rate and amount of losses actually experienced, then, to 
the extent that you are required to bear the additional losses, your actual     
yield to maturity will be lower than you calculated and could, under some       
scenarios, be negative. Furthermore, the timing of losses on the underlying     
mortgage loans can affect your yield. In general, the earlier you bear any loss 
on an underlying mortgage loan, the greater the negative effect on your yield.  

   See "-- Repayment of a Commercial or Multifamily Mortgage Loan Depends on
the Performance and Value of the Underlying Real Property, Which May Decline    
Over Time, and the Related Borrower's Ability to Refinance the Property, of     
Which There Is No Assurance" below.                                             

There is an Increased Risk of Default Associated with Balloon         
Payments. Any of the mortgage loans underlying your offered certificates may be 
nonamortizing or only partially amortizing. The borrower under a mortgage loan  
of that type is required to make substantial payments of principal and          
interest, which are commonly called balloon payments, on the maturity date of   
the loan. The ability of the borrower to make a balloon payment depends upon    
the borrower's ability to refinance or sell the real property securing the      
loan. The ability of the borrower to refinance or sell the property will be     
affected by a number of factors, including:                                     

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o the fair market value and condition of the underlying real property;  

o the level of interest rates;                                          

o the borrower's equity in the underlying real property;                

o the borrower's financial condition;                                   

o the operating history of the underlying real property;                

o changes in zoning and tax laws;                                       

o changes in competition in the relevant area;                          

o changes in rental rates in the relevant area;                         

o changes in governmental regulation and fiscal policy;                 

o prevailing general and regional economic conditions;                  

o the state of the fixed income and mortgage markets; and               

o the availability of credit for multifamily rental or commercial       
properties.                                                         

   See "-- Repayment of a Commercial or Multifamily Mortgage Loan Depends on
the Performance and Value of the Underlying Real Property, Which May Decline    
Over Time, and the Related Borrower's Ability to Refinance the Property, of     
Which There Is No Assurance" below.                                             

 Neither we nor any of our affiliates will be obligated to refinance any
mortgage loan underlying your offered certificates.                             

The related master servicer or special servicer may, within prescribed
limits, extend and modify mortgage loans underlying your offered certificates   
that are in default or as to which a payment default is imminent in order to    
maximize recoveries on the defaulted loans. The related master servicer or      
special servicer is only required to determine that any extension or            
modification is reasonably likely to produce a greater recovery than a          
liquidation of the real property securing the defaulted loan. There is a risk   
that the decision of the master servicer or special servicer to extend or       
modify a mortgage loan may not in fact produce a greater recovery.              

REPAYMENT OF A COMMERCIAL OR MULTIFAMILY MORTGAGE LOAN DEPENDS ON THE           
PERFORMANCE AND VALUE OF THE UNDERLYING REAL PROPERTY, WHICH MAY DECLINE OVER   
TIME, AND THE RELATED BORROWER'S ABILITY TO REFINANCE THE PROPERTY, OF WHICH    
THERE IS NO ASSURANCE                                                           

 Most of the Mortgage Loans Underlying Your Offered Certificates Will Be
Nonrecourse. You should consider all of the mortgage loans underlying your      
offered certificates to be nonrecourse loans. This means that, in the event of  
a default, recourse will be limited to the related real property or properties  
securing the defaulted mortgage loan. In those cases where recourse to a        
borrower or guarantor is permitted by the loan documents, we generally will not 
undertake any evaluation of the financial condition of that borrower or         
guarantor. Consequently, full and timely payment on each mortgage loan          
underlying your offered certificates will depend on one or more of the          
following:                                                                      

o the sufficiency of the net operating income of the applicable real    
property;                                                           

o the market value of the applicable real property at or prior to       
maturity; and                                                       

 o the ability of the related borrower to refinance or sell the applicable
real property.                                                      

   In general, the value of a multifamily or commercial property will depend
on its ability to generate net operating income. The ability of an owner to     
finance a multifamily or commercial property will depend, in large part, on the 
property's value and ability to generate net operating income.                  

 Unless we state otherwise in the related prospectus supplement, none of
the mortgage loans underlying your offered certificates will be insured or      
guaranteed by any governmental entity or private mortgage insurer.              

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    The risks associated with lending on multifamily and commercial properties
are inherently different from those associated with lending on the security of  
single-family residential properties. This is because multifamily rental and    
commercial real estate lending involves larger loans and, as described above,   
repayment is dependent upon the successful operation and value of the related   
real estate project.                                                            

Many Risk Factors are Common to Most or All Multifamily and Commercial
Properties. The following factors, among others, will affect the ability of a   
multifamily or commercial property to generate net operating income and,        
accordingly, its value:                                                         

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

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

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

o the proximity and attractiveness of competing properties;             

o the existence and construction of competing properties;               

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

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

 o local real estate conditions, including an increase in or oversupply of
comparable commercial or residential space;                         

o demographic factors;                                                  

o customer tastes and preferences;                                      

o retroactive changes in building codes; and                            

o changes in governmental rules, regulations and fiscal policies,       
including environmental legislation.                                

   Particular factors that may adversely affect the ability of a multifamily
or commercial property to generate net operating income include:                

o an increase in interest rates, real estate taxes and other operating  
expenses;                                                           

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

o a decline in the financial condition of a major tenant and, in        
particular, a sole tenant or anchor tenant;                         

o an increase in vacancy rates;                                         

o a decline in rental rates as leases are renewed or replaced; and      

o natural disasters and civil disturbances such as earthquakes,         
hurricanes, floods, eruptions or riots.                             

The volatility of net operating income generated by a multifamily or  
commercial property over time will be influenced by many of the foregoing       
factors, as well as by:                                                         

o the length of tenant leases;                                          

o the creditworthiness of tenants;                                      

o the rental rates at which leases are renewed or replaced;             

o the percentage of total property expenses in relation to revenue;     

 o the ratio of fixed operating expenses to those that vary with revenues;
and                                                                 

 o the level of capital expenditures required to maintain the property and
to maintain or replace tenants.                                     

Therefore, commercial and multifamily properties with short-term or less        
creditworthy sources of revenue and/or relatively high operating costs, such as 
those operated as hospitality and self-storage properties,                      

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can be expected to have more volatile cash flows than commercial and            
multifamily properties with medium- to long-term leases from creditworthy       
tenants and/or relatively low operating costs. A decline in the real estate     
market will tend to have a more immediate effect on the net operating income of 
commercial and multifamily properties with short-term revenue sources and may   
lead to higher rates of delinquency or defaults on the mortgage loans secured   
by those properties.                                                            

  The Successful Operation of a Multifamily or Commercial Property Depends
on Tenants.  Generally, multifamily and commercial properties are subject to    
leases. The owner of a multifamily or commercial property typically uses lease  
or rental payments for the following purposes:                                  

 o to pay for maintenance and other operating expenses associated with the
property;                                                           

 o to fund repairs, replacements and capital improvements at the property;
and                                                                 

o to service mortgage loans secured by, and any other debt obligations  
associated with operating, the property.                            

Factors that may adversely affect the ability of a multifamily or     
commercial property to generate net operating income from lease and rental      
payments include:                                                               

  o an increase in vacancy rates, which may result from tenants deciding not
to renew an existing lease or discontinuing operations;             

o an increase in tenant payment defaults;                               

o a decline in rental rates as leases are entered into, renewed or      
extended at lower rates;                                            

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

o a decline in the financial condition of a major or sole tenant.       

  Various factors that will affect the operation and value of a commercial
property include:                                                               

o the business operated by the tenants;                                 

o the creditworthiness of the tenants; and                              

o the number of tenants.                                                

Dependence on a Single Tenant or a Small Number of Tenants Makes a    
Property Riskier Collateral. In those cases where an income-producing property  
is leased to a single tenant or is primarily leased to one or a small number of 
major tenants, a deterioration in the financial condition or a change in the    
plan of operations of any of those tenants can have particularly significant    
effects on the net operating income generated by the property. If any of those  
tenants defaults under or fails to renew its lease, the resulting adverse       
financial effect on the operation of the property will be substantially more    
severe than would be the case with respect to a property occupied by a large    
number of less significant tenants.                                             

An income-producing property operated for retail, office or industrial
purposes also may be adversely affected by a decline in a particular business   
or industry if a concentration of tenants at the property is engaged in that    
business or industry.                                                           

  Tenant Bankruptcy Adversely Affects Property Performance. The bankruptcy
or insolvency of a major tenant, or a number of smaller tenants, at a           
commercial property may adversely affect the income produced by the property.   
Under the U.S. 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 unless there is collateral securing the claim. The claim would be        
limited to:                                                                     

o the unpaid rent reserved under the lease for the periods prior to the 
     bankruptcy petition or any earlier surrender of the leased premises, plus

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 o an amount, not to exceed three years' rent, equal to the greater of one
year's rent and 15% of the remaining reserved rent.                 

 The Success of an Income-Producing Property Depends on Reletting Vacant
Spaces. The operations at an income-producing property will be adversely        
affected if the owner or property manager is unable to renew leases or relet    
space on comparable terms when existing leases expire and/or become defaulted.  
Even if vacated space is successfully relet, the costs associated with          
reletting, including tenant improvements and leasing commissions in the case of 
income-producing properties operated for retail, office or industrial purposes, 
can be substantial and could reduce cash flow from the income-producing         
properties. Moreover, if a tenant at a income-producing property defaults in    
its lease obligations, the landlord may incur substantial costs and experience  
significant delays associated with enforcing its rights and protecting its      
investment, including costs incurred in renovating and reletting the property.  

If an income-producing property has multiple tenants, re-leasing      
expenditures may be more frequent than in the case of a property with fewer     
tenants, thereby reducing the cash flow generated by the multi-tenanted         
property. Multi-tenanted properties may also experience higher continuing       
vacancy rates and greater volatility in rental income and expenses.             

Property Value May Be Adversely Affected Even When Current Operating  
Income Is Not.  Various factors may affect the value of multifamily and         
commercial properties without affecting their current net operating income,     
including:                                                                      

o changes in interest rates;                                            

o the availability of refinancing sources;                              

o changes in governmental regulations, licensing or fiscal policy;      

o changes in zoning or tax laws; and                                    

o potential environmental or other legal liabilities.                   

Property Management May Affect Property Operations and Value. The     
operation of an income-producing property will depend upon the property         
manager's performance and viability. The property manager generally is          
responsible for:                                                                

o responding to changes in the local market;                            

o planning and implementing the rental structure, including staggering  
durations of leases and establishing levels of rent payments;       

o operating the property and providing building services;               

o managing operating expenses; and                                      

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

    Income-producing properties that derive revenues primarily from short-term
rental commitments, such as hospitality or self-storage properties, generally   
require more intensive management than properties leased to tenants under       
long-term leases.                                                               

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By controlling costs, providing appropriate and efficient services to 
tenants and maintaining improvements in good condition, a property manager      
can--                                                                           

o maintain or improve occupancy rates, business and cash flow,          

o reduce operating and repair costs, and                                

o preserve building value.                                              

On the other hand, management errors can, in some cases, impair the long term   
viability of an income-producing property.                                      

 Maintaining a Property in Good Condition is Expensive. The owner may be
required to expend a substantial amount to maintain, renovate or refurbish a    
commercial or multifamily property. Failure to do so may materially impair the  
property's ability to generate cash flow. The effects of poor construction      
quality will increase over time in the form of increased maintenance and        
capital improvements. Even superior construction will deteriorate over time if  
management does not schedule and perform adequate maintenance in a timely       
fashion. There can be no assurance that an income-producing property will       
generate sufficient cash flow to cover the increased costs of maintenance and   
capital improvements in addition to paying debt service on the mortgage loan(s) 
that may encumber that property.                                                

Competition Will Adversely Affect the Profitability and Value of an   
Income-Producing Property.  Some income-producing properties are located in     
highly competitive areas. Comparable income-producing properties located in the 
same area compete on the basis of a number of factors including:                

o rental rates;                                                         

o location;                                                             

o type of business or services and amenities offered; and               

o nature and condition of the particular property.                      

The profitability and value of an income-producing property may be    
adversely affected by a comparable property that:                               

o offers lower rents;                                                   

o has lower operating costs;                                            

o offers a more favorable location; or                                  

o offers better facilities.                                             

Costs of renovating, refurbishing or expanding an income-producing    
property in order to remain competitive can be substantial.                     

Various Types of Income-Producing Properties May Present Special      
Risks. The relative importance of any factor affecting the value or operation   
of an income-producing property will depend on the type and use of the          
property. In addition, the type and use of a particular income-producing        
property may present special risks. For example--                               

o Health care-related facilities and casinos are subject to significant 
   governmental regulation of the ownership, operation, maintenance and/or
financing of those properties.                                      

o Multifamily rental properties, manufactured housing communities and   
  mobile home parks may be subject to rent control or rent stabilization
laws and laws governing landlord/tenant relationships.              

o Hospitality and restaurant properties are often operated under        
     franchise, management or operating agreements, which may be terminable by
     the franchisor or operator. Moreover, the transferability of a hotel's or
    restaurant's operating, liquor and other licenses upon a transfer of the
hotel or restaurant is subject to local law requirements.           

o Depending on their location, recreational and resort properties,      
properties that provide entertain-                                  

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ment services, hospitality properties, restaurants and taverns,     
     mini-warehouses and self-storage facilities tend to be adversely affected
      more quickly by a general economic downturn than other types of commercial
properties.                                                         

 o Marinas will be affected by various statutes and government regulations
that govern the use of, and construction on, rivers, lakes and other
waterways.                                                          

o Some recreational and hospitality properties may have seasonal        
  fluctuations and/or may be adversely affected by prolonged unfavorable
weather conditions.                                                 

o Churches and other religious facilities may be highly dependent on    
 donations which are likely to decline as economic conditions decline.

o Properties used as gas stations, automotive sales and service centers,
    dry cleaners, warehouses and industrial facilities may be more likely to
have environmental issues.                                          

Additionally, many types of commercial properties are not readily     
convertible to alternative uses if the original use is not successful or may    
require significant capital expenditures to effect any conversion to an         
alternative use. As a result, the liquidation value of any of those types of    
property would be substantially less than would otherwise be the case. See      
"Description of the Trust Assets -- Mortgage Loans -- A Discussion of the       
Various Types of Multifamily and Commercial Properties that May Secure Mortgage 
Loans Underlying a Series of Offered Certificates."                             

BORROWER CONCENTRATION WITHIN A TRUST EXPOSES INVESTORS TO GREATER RISK OF      
DEFAULT AND LOSS                                                                

    A particular borrower or group of related borrowers may be associated with
multiple real properties securing the mortgage loans underlying a series of     
offered certificates. The bankruptcy or insolvency of, or other financial       
problems with respect to, that borrower or group of borrowers could have an     
adverse effect on--                                                             

o the operation of all of the related real properties, and              

 o the ability of those properties to produce sufficient cash flow to make
required payments on the related mortgage loans.                    

For example, if a borrower or group of related borrowers that owns or controls  
several real properties experiences financial difficulty at one of those        
properties, it could defer maintenance at another of those properties in order  
to satisfy current expenses with respect to the first property. That borrower   
or group of related borrowers could also attempt to avert foreclosure by filing 
a bankruptcy petition that might have the effect of interrupting debt service   
payments on all the related mortgage loans for an indefinite period. In         
addition, multiple real properties owned by the same borrower or related        
borrowers are likely to have common management. This would increase the risk    
that financial or other difficulties experienced by the property manager could  
have a greater impact on the owner of the related loans.                        

LOAN CONCENTRATION WITHIN A TRUST EXPOSES INVESTORS TO GREATER RISK OF DEFAULT  
AND LOSS                                                                        

Any of the mortgage assets in one of our trusts may be substantially  
larger than the other assets in that trust. In general, the inclusion in a      
trust of one or more mortgage assets that have outstanding principal balances   
that are substantially larger than the other mortgage assets in the trust can   
result in losses that are more severe, relative to the size of the related      
mortgage asset pool, than would be the case if the total principal balance of   
that pool were distributed more evenly.                                         

GEOGRAPHIC CONCENTRATION WITHIN A TRUST EXPOSES INVESTORS TO GREATER RISK OF    
DEFAULT AND LOSS                                                                

If a material concentration of mortgage loans underlying a series of  
offered certificates is secured by real properties in a particular locale,      
state or region, then the holders of those certificates will have a greater     
exposure to:                                                                    

o any adverse economic developments that occur in the locale, state or  
region where the properties are located;                            

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o changes in the real estate market where the properties are located;   

o changes in governmental rules and fiscal policies in the governmental 
jurisdiction where the properties are located; and                  

o acts of nature, including floods, tornadoes and earthquakes, in the   
areas where properties are located.                                 

CHANGES IN POOL COMPOSITION WILL CHANGE THE NATURE OF YOUR INVESTMENT           

The mortgage loans underlying any series of offered certificates will 
amortize at different rates and mature on different dates. In addition, some of 
those mortgage loans may be prepaid or liquidated. As a result, the relative    
composition of the related mortgage asset pool will change over time.           

   If you purchase certificates with a pass-through rate that is equal to or
calculated based upon a weighted average of interest rates on the underlying    
mortgage loans, your pass-through rate will be affected, and may decline, as    
the relative composition of the mortgage pool changes.                          

  In addition, as payments and other collections of principal are received
with respect to the underlying mortgage loans, the remaining mortgage pool      
backing your offered certificates may exhibit an increased concentration with   
respect to property type, number and affiliation of borrowers and geographic    
location.                                                                       

ADJUSTABLE RATE MORTGAGE LOANS MAY ENTAIL GREATER RISKS OF DEFAULT TO LENDERS   
THAN FIXED RATE MORTGAGE LOANS                                                  

Some or all of the mortgage loans underlying a series of offered      
certificates may provide for adjustments to their respective mortgage interest  
rates and corresponding adjustments to their respective periodic debt service   
payments. As the periodic debt service payment for any of those mortgage loans  
increases, the likelihood that cash flow from the underlying real property will 
be insufficient to make that periodic debt service payment and pay operating    
expenses also increases.                                                        

SUBORDINATE DEBT INCREASES THE LIKELIHOOD THAT A BORROWER WILL DEFAULT ON A     
MORTGAGE LOAN UNDERLYING YOUR OFFERED CERTIFICATES                              

    Some or all of the mortgage loans included in one of our trusts may permit
the related borrower to encumber the related real property with additional      
secured debt.                                                                   

   Even if a mortgage loan prohibits further encumbrance of the related real
property, a violation of this prohibition may not become evident until the      
affected mortgage loan otherwise defaults. Accordingly, a lender, such as one   
of our trusts, may not realistically be able to prevent a borrower from         
incurring subordinate debt.                                                     

The existence of any secured subordinated indebtedness increases the  
difficulty of refinancing a mortgage loan at the loan's maturity. In addition,  
the related borrower may have difficulty repaying multiple loans. 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 out the junior lien. 
See "Legal Aspects of Mortgage Loans -- Subordinate Financing."                 

BORROWER BANKRUPTCY PROCEEDINGS CAN DELAY AND IMPAIR RECOVERY ON A MORTGAGE     
LOAN UNDERLYING YOUR OFFERED CERTIFICATES                                       

   Under the U.S. Bankruptcy Code, the filing of a petition in bankruptcy by
or against a borrower will stay the sale of a real property owned by that       
borrower, as well as the commencement or continuation of a foreclosure action.  

 In addition, if a court determines that the value of a real property is
less than the principal balance of the mortgage loan it secures, the court may  
reduce the amount of secured indebtedness to the then-value of the property.    
This would make the lender a general unsecured creditor for the difference      
between the then-value of the property and the amount of its outstanding        
mortgage indebtedness.                                                          

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A bankruptcy court also may:                                            

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

o reduce monthly payments due under a mortgage loan;                    

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

o otherwise alter a mortgage loan's repayment schedule.                 

Furthermore, the borrower, as debtor-in-possession, or its bankruptcy 
trustee has special powers to avoid, subordinate or disallow debts. In some     
circumstances, the claims of a secured lender, such as one of our trusts, may   
be subordinated to financing obtained by a debtor-in-possession subsequent to   
its bankruptcy.                                                                 

  Under the U.S. Bankruptcy Code, a lender will be stayed from enforcing a
borrower's assignment of rents and leases. The U.S. Bankruptcy Code also may    
interfere with a lender's ability to enforce lockbox requirements. The legal    
proceedings necessary to resolve these issues can be time consuming and may     
significantly delay the receipt of rents. Rents also may escape an assignment   
to the extent they are used by borrower to maintain its property or for other   
court authorized expenses.                                                      

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

TAXES ON FORECLOSURE PROPERTY WILL REDUCE AMOUNTS AVAILABLE TO MAKE PAYMENTS ON 
THE OFFERED CERTIFICATES                                                        

    One of our trusts may be designated, in whole or in part, as a real estate
mortgage investment conduit for federal income tax purposes. If that trust      
acquires a real property through a foreclosure or deed in lieu of foreclosure,  
then the related special servicer may be required to retain an independent      
contractor to operate and manage the property. Receipt of the following types   
of income on that property will subject the trust to federal, and possibly      
state or local, tax on that income at the highest marginal corporate tax rate:  

 o any net income from that operation and management that does not consist
of qualifying rents from real property within the meaning of Section
856(d) of the Internal Revenue Code of 1986, and                    

 o 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.                                               

These taxes would reduce the net proceeds available for payment with respect to 
the related offered certificates.                                               

ENVIRONMENTAL LIABILITIES WILL ADVERSELY AFFECT THE VALUE AND OPERATION OF THE  
CONTAMINATED PROPERTY AND MAY DETER A LENDER FROM FORECLOSING                   

There can be no assurance--                                           

o as to the degree of environmental testing conducted at any of the real
properties securing the mortgage loans that back your offered       
certificates;                                                       

o that the environmental testing conducted by or on behalf of the       
applicable originators or any other parties in connection with the  
   origination of those mortgage loans or otherwise identified all adverse
environmental conditions and risks at the related real properties;  

 o that the results of the environmental testing were accurately evaluated
in all cases;                                                       

o that the related borrowers have implemented or will implement all     
      operations and maintenance plans and other remedial actions recommended by
any environmental consultant that may have conducted testing at the 
related real properties; or                                         

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o that the recommended action will fully remediate or otherwise address 
all the identified adverse environmental conditions and risks.      

    Environmental site assessments vary considerably in their content, quality
and cost. Even when adhering to 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.                                             

In addition, the current environmental condition of a real property   
securing a mortgage loan underlying your offered certificates could be          
adversely affected by--                                                         

o tenants at the property, such as gasoline stations or dry cleaners, or

o conditions or operations in the vicinity of the property, such as     
leaking underground storage tanks at another property nearby.       

Various environmental laws may make a current or previous owner or    
operator of real property liable for the costs of removal or remediation of     
hazardous or toxic substances on, under or adjacent to the property. Those laws 
often impose liability whether or not the owner or operator knew of, or was     
responsible for, the presence of the hazardous or toxic substances. For         
example, there are laws that impose liability for release of asbestos           
containing materials into the air or require the removal or containment of the  
materials. The owner's liability for any required remediation generally is      
unlimited and could exceed the value of the property and/or the total assets of 
the owner. In addition, the presence of hazardous or toxic substances, or the   
failure to remediate the adverse environmental condition, may adversely affect  
the owner's or operator's ability to use the affected property. In some states, 
contamination of a property may give rise to a lien on the property to ensure   
the costs of cleanup. Depending on the state, this lien may have priority over  
the lien of an existing mortgage, deed of trust or other security instrument.   
In addition, third parties may seek recovery from owners or operators of real   
property for personal injury associated with exposure to hazardous substances,  
including asbestos and lead-based paint. Persons who arrange for the disposal   
or treatment of hazardous or toxic substances may be liable for the costs of    
removal or remediation of the substances at the disposal or treatment facility. 

The federal Comprehensive Environmental Response, Compensation and    
Liability Act of 1980, as amended, as well as other federal and state laws,     
provide that a secured lender, such as one of our trusts, may be liable as an   
"owner" or "operator" of the real property, regardless of whether the borrower  
or a previous owner caused the environmental damage, if--                       

  o agents or employees of the lender are deemed to have participated in the
management of the borrower, or                                      

  o the lender actually takes possession of a borrower's property or control
of its day-to-day operations, including through the appointment of a
receiver or foreclosure.                                            

   Although recently enacted legislation clarifies the activities in which a
lender may engage without becoming subject to liability under the federal       
Comprehensive Environmental Response, Compensation and Liability Act of 1980,   
as amended, and similar federal laws, that legislation has no applicability to  
state environmental laws. Moreover, future laws, ordinances or regulations      
could impose material environmental liability.                                  

 Federal law requires owners of residential housing constructed prior to
1978 to disclose to potential residents or purchasers--                         

 o any condition on the property that causes exposure to lead-based paint,
and                                                                 

o the potential hazards to pregnant women and young children, including 
      that the ingestion of lead-based paint chips and/or the inhalation of dust
   particles from lead-based paint by children can cause permanent injury,
even at low levels of exposure.                                     

    Property owners may be liable for injuries to their tenants resulting from
exposure under various laws that impose affirmative obligations on property     
owners of residential housing containing lead-based paint.                      

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SOME PROVISIONS IN THE MORTGAGE LOANS UNDERLYING YOUR OFFERED CERTIFICATES MAY  
BE CHALLENGED AS BEING UNENFORCEABLE                                            

Cross-Collateralization Arrangements. It may be possible to challenge 
cross-collateralization arrangements involving more than one borrower as a      
fraudulent conveyance, even if the borrowers are related. If one of those       
borrowers were to become a debtor in a bankruptcy case, creditors of the        
bankrupt party or the representative of the bankruptcy estate of the bankrupt   
party could seek to have the bankruptcy court avoid any lien granted by the     
bankrupt party to secure repayment of another borrower's loan. In order to do   
so, the court would have to determine that--                                    

o the bankrupt party--                                                  

1. was insolvent at the time of granting the lien,                    

2. was rendered insolvent by the granting of the lien,                

3. was left with inadequate capital, or                               

4. was not able to pay its debts as they matured; and                 

o the bankrupt party did not, when it allowed its property to be        
 encumbered by a lien securing the other borrower's loan, receive fair
      consideration or reasonably equivalent value for pledging its property for
the equal benefit of the other borrower.                            

If the court were to conclude that the granting of the lien was an avoidable    
fraudulent conveyance, it could nullify the lien or security instrument         
effecting the cross-collateralization. The court could also allow the bankrupt  
party to recover payments it made under the avoided cross-collateralization.    

Prepayment Premiums, Fees and Charges. Under the laws of a number of  
states, the enforceability of any mortgage loan provisions that require payment 
of a prepayment premium, fee or charge upon an involuntary prepayment, is       
unclear. If those provisions were unenforceable, borrowers would have an        
incentive to default in order to prepay their loans.                            

Due-on-Sale and Debt Acceleration Clauses. Some or all of the mortgage
loans included in one of our trusts may contain a due-on-sale clause, which     
permits the lender, with some exceptions, to accelerate the maturity of the     
mortgage loan upon the sale, transfer or conveyance of--                        

o the related real property, or                                         

o a majority ownership interest in the related borrower.                

    We anticipate that all of the mortgage loans included in one of our trusts
will contain some form of debt-acceleration clause, which permits the lender to 
accelerate the debt upon specified monetary or non-monetary defaults by the     
related borrower.                                                               

    The courts of all states will enforce acceleration clauses in the event of
a material payment default. The equity courts of any state, however, may refuse 
to allow the foreclosure of a mortgage, deed of trust or other security         
instrument or to permit the acceleration of the indebtedness if:                

o the default is deemed to be immaterial,                               

o the exercise of those remedies would be inequitable or unjust, or     

o the circumstances would render the acceleration unconscionable.       

  Assignments of Leases. Some or all of the mortgage loans included in one
of our trusts may be secured by, among other things, an assignment of leases    
and rents. Under that document, the related borrower will assign its right,     
title and interest as landlord under the leases on the related real property    
and the income derived from those leases to the lender as further security for  
the related mortgage loan, while retaining a license to collect rents for so    
long as there is no default. In the event the borrower defaults, the license    
terminates and the lender is entitled to collect rents. In some cases, those    
assignments may not be perfected as security interests prior to actual          
possession of the cash flow. Accordingly, state law may require that the lender 
take possession of the property and obtain a judicial appointment of a          

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receiver before becoming entitled to collect the rents. In addition, the        
commencement of bankruptcy or similar proceedings by or with respect to the     
borrower will adversely affect the lender's ability to collect the rents. See   
"Legal Aspects of Mortgage Loans -- Bankruptcy Laws."                           

 Defeasance. A mortgage loan underlying a series of offered certificates
may permit the related borrower, during the periods specified and subject to    
the conditions set forth in the loan, to pledge to the holder of the mortgage   
loan a specified amount of direct, non-callable United States government        
securities and thereby obtain a release of the related mortgaged property. The  
cash amount which a borrower must expend to purchase, or must deliver to a      
master servicer in order for the master servicer to purchase, the required      
United States government securities may be in excess of the principal balance   
of the mortgage loan. A court could interpret that excess amount as a form of   
prepayment premium or could take it into account for usury purposes. In some    
states, some forms of prepayment premiums are unenforceable. If the payment of  
that excess amount were held to be unenforceable, the remaining portion of the  
cash amount to be delivered may be insufficient to purchase the requisite       
amount of United States government securities.                                  

LACK OF INSURANCE COVERAGE EXPOSES A TRUST TO RISK FOR PARTICULAR SPECIAL       
HAZARD LOSSES                                                                   

   In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements of a property by fire,    
lightning, explosion, smoke, windstorm and hail, and riot, strike and civil     
commotion, subject to the conditions and exclusions specified in the related    
policy. Most insurance policies typically do not cover any physical damage      
resulting from, among other things:                                             

o war,                                                                  

o revolution,                                                           

o governmental actions,                                                 

o floods and other water-related causes,                                

o earth movement, including earthquakes, landslides and mudflows,       

o wet or dry rot,                                                       

o vermin, and                                                           

o domestic animals.                                                     

Unless the related mortgage loan documents specifically require the   
borrower to insure against physical damage arising from these causes, then the  
resulting losses may be borne by you as a holder of offered certificates.       

GROUND LEASES CREATE RISKS FOR LENDERS THAT ARE NOT PRESENT WHEN ON AN ACTUAL   
OWNERSHIP INTEREST IN A REAL PROPERTY                                           

In order to secure a mortgage loan, a borrower may grant a lien on its
leasehold interest in a real property as tenant under a ground lease. If the    
ground lease does not provide for notice to a lender of a default thereunder on 
the part of the borrower, together with a reasonable opportunity for the lender 
to cure the default, the lender may be unable to prevent termination of the     
lease and may lose its collateral.                                              

   In addition, upon the bankruptcy of a landlord or a tenant under a ground
lease, the debtor entity has the right to assume or reject the ground lease. If 
a debtor landlord rejects the lease, the tenant has the right to remain in      
possession of its leased premises at the rent reserved in the lease for the     
term, including renewals. If a debtor tenant rejects any or all of its leases,  
the tenant's lender may not be able to succeed to the tenant's position under   
the lease unless the landlord has specifically granted the lender that right.   
If both the landlord and the tenant are involved in bankruptcy proceedings, the 
trustee for your offered certificates may be unable to enforce the bankrupt     
tenant's obligation to refuse to treat as terminated a                          

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ground lease rejected by a bankrupt landlord. In those circumstances, it is     
possible that the trustee could be deprived of its security interest in the     
leasehold estate, notwithstanding lender protection provisions contained in the 
lease or mortgage loan documents.                                               

CHANGES IN ZONING LAWS MAY ADVERSELY AFFECT THE USE OR VALUE OF A REAL PROPERTY 

Due to changes in zoning requirements since construction, an          
income-producing property may not comply with current zoning laws, including    
density, use, parking and set back requirements. Accordingly, the property may  
be a permitted non-conforming structure or the operation of the property may be 
a permitted non-conforming use. This means that the owner is not required to    
alter the property's structure or use to comply with the new law, but the owner 
may be limited in its ability to rebuild the premises "as is" in the event of a 
substantial casualty loss. This may adversely affect the cash flow available    
following the casualty. If a substantial casualty were to occur, insurance      
proceeds may not be sufficient to pay a mortgage loan secured by the property   
in full. In addition, if the property were repaired or restored in conformity   
with the current law, its value or revenue-producing potential may be less than 
that which existed before the casualty.                                         

COMPLIANCE WITH AMERICANS WITH DISABILITIES ACT OF 1990 MAY BE EXPENSIVE        

Under the Americans with Disabilities Act of 1990, all public         
accommodations are required to meet federal requirements related to access and  
use by disabled persons. If a property does not currently comply with that Act, 
the property owner may be required to incur significant costs in order to       
effect that compliance. This will reduce the amount of cash flow available to   
cover other required maintenance and capital improvements and to pay debt       
service on the mortgage loan(s) that may encumber that property. There can be   
no assurance that the owner will have sufficient funds to cover the costs       
necessary to comply with that Act. In addition, noncompliance could result in   
the imposition of fines by the federal government or an award or damages to     
private litigants.                                                              

LITIGATION MAY ADVERSELY AFFECT A BORROWER'S ABILITY TO REPAY ITS MORTGAGE LOAN 

   The owner of a multifamily or commercial property may be a defendant in a
litigation arising out of, among other things, the following:                   

o breach of contract involving a tenant, a supplier or other party;     

o negligence resulting in a personal injury, or                         

o responsibility for an environmental problem.                          

   Litigation will divert the owner's attention from operating its property.
If the litigation were decided adversely to the owner, the award to the         
plaintiff may adversely affect the owner's ability to repay a mortgage loan     
secured by the property.                                                        

RESIDUAL INTEREST IN A REAL ESTATE MORTGAGE INVESTMENT CONDUIT HAVE ADVERSE TAX 
CONSEQUENCES                                                                    

Inclusion of Taxable Income in Excess of Cash Received. If you own a  
certificate that is a residual interest in a real estate mortgage investment    
conduit for federal income tax purposes, you will have to report on your income 
tax return as ordinary income your pro rata share of the taxable income of that 
REMIC, regardless of the amount or timing of your possible receipt of any cash  
on the certificate. As a result, your offered certificate may have phantom      
income early in the term of the REMIC because the taxable income from the       
certificate may exceed the amount of economic income, if any, attributable to   
the certificate. While you will have a corresponding amount of tax losses later 
in the term of the REMIC, the present value of the phantom income may           
significantly exceed the present value of the tax losses. Therefore, the        
after-tax yield on any REMIC residual certificate may be significantly less     
than that of a corporate bond or other instrument having similar cash flow      
characteristics. In fact, some offered certificates that are residual           
interests, may have a negative value.                                           

 You have to report your share of the taxable income and net loss of the
REMIC until all the certificates in the related series have a principal balance 
of zero. See "Federal Income Tax Consequences -- REMICs."                       

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Some Taxable Income of a Residual Interest Cannot Be Offset Under the 
Internal Revenue Code of 1986. A portion of the taxable income from a REMIC     
residual certificate may be treated as excess inclusions under the Internal     
Revenue Code of 1986. You will have to pay tax on the excess inclusions         
regardless of whether you have other credits, deductions or losses. In          
particular, the tax on excess inclusion:                                        

o generally will not be reduced by losses from other activities,        

o for a tax-exempt holder, will be treated as unrelated business taxable
income, and                                                         

o for a foreign holder, will not qualify for any exemption from         
withholding tax.                                                    

  Some Entities Should Not Invest in REMIC Residual Certificates. The fees
and non-interest expenses of a REMIC will be allocated pro rata to certificates 
that are residual interests in the REMIC. However, individuals will only be     
able to deduct these expenses as miscellaneous itemized deductions, which are   
subject to numerous restrictions and limitations under the Internal Revenue     
Code of 1986. Therefore, the certificates that are residual interests generally 
are not appropriate investments for:                                            

o individuals,                                                          

o estates,                                                              

o trusts beneficially owned by any individual or estate, and            

o pass-through entities having any individual, estate or trust as a     
shareholder, member or partner.                                     

  In addition, the REMIC residual certificates will be subject to numerous
transfer restrictions. These restrictions will reduce your ability to liquidate 
a REMIC residual certificate. For example, unless we indicate otherwise in the  
related prospectus supplement, you will not be able to transfer a REMIC         
residual certificate to a foreign person under the Internal Revenue Code of     
1986 or to a United States person, if classified as a partnership under the     
Internal Revenue Code of 1986, unless all of its beneficial owners are United   
States persons.                                                                 

 See "Federal Income Tax Consequences -- REMICs -- Taxation of Owners of
REMIC Residual Certificates."                                                   

PROBLEMS WITH BOOK-ENTRY REGISTRATION                                           

Your offered certificates may be issued in book-entry form through the
facilities of the Depository Trust Company. As a result--                       

o you will be able to exercise your rights as a certificateholder only  
 indirectly through the Depository Trust Company and its participating
organizations;                                                      

o you may have only limited access to information regarding your offered
certificates;                                                       

o you may suffer delays in the receipt of payments on your offered      
certificates; and                                                   

o your ability to pledge or otherwise take action with respect to your  
offered certificates may be limited due to the lack of a physical   
certificate evidencing your ownership of those certificates.        

See "Description of the Certificates -- Book-Entry Registration and   
Definitive Certificates."                                                       

POTENTIAL CONFLICTS OF INTEREST CAN AFFECT A PERSON'S PERFORMANCE               

  The master servicer or special servicer for one of our trusts, or any of
their respective affiliates, may purchase certificates evidencing interests in  
that trust.                                                                     

In addition, the master servicer or special servicer for one of our   
trusts, or any of their respective affiliates, may have interests in, or other  
financial relationships with, borrowers under the related mortgage loans.       

  In servicing the mortgage loans in any of our trusts, the related master
servicer and special servicer will each be required to observe the terms of the 
governing document(s) for the related series of offered                         

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certificates and, in particular, to act in accordance with the servicing        
standard described in the related prospectus supplement. You should consider,   
however, that either of these parties, if it or an affiliate owns certificates, 
or has financial interests in or other financial dealings with any of the       
related borrowers, may have interests when dealing with the mortgage loans      
underlying your offered certificates that are in conflict with your interests.  
For example, if the related special servicer owns any certificates, it could    
seek to mitigate the potential loss on its certificates from a troubled         
mortgage loan by delaying enforcement in the hope of realizing greater proceeds 
in the future. However, this action by a special servicer could result a lower  
recovery to the related trust than would have been the case if the special      
servicer had not delayed in taking enforcement action.                          

    Furthermore, the master servicer or special servicer for any of our trusts
may service existing and new loans for third parties, including portfolios of   
loans similar to the mortgage loans included in that trust. The properties      
securing these other loans may be in the same markets as and compete with the   
properties securing mortgage loans in our trust. Accordingly, that master       
servicer or special servicer may be acting on behalf of parties with            
conflicting interests.                                                          

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.                                                    

DESCRIPTION OF THE TRUST ASSETS 

GENERAL                                                                         

  We will be responsible for establishing the trust underlying each series
of offered certificates. The assets of the trust will primarily consist of:     

o various types of multifamily and/or commercial mortgage loans;        

o mortgage participations, pass-through certificates, collateralized    
     mortgage obligations or other mortgage-backed securities that directly or
  indirectly evidence interests in, or are secured by pledges of, one or
     more of various types of multifamily and/or commercial mortgage loans; or

o a combination of mortgage loans and mortgage-backed securities of the 
types described above.                                              

  We do not originate mortgage loans. Accordingly, we must acquire each of
the mortgage loans to be included in one of our trusts from the originator or a 
subsequent assignee. In some cases, that originator or subsequent assignee will 
be one of our affiliates.                                                       

    Unless we indicate otherwise in the related prospectus supplement, we will
acquire, directly or through one of our affiliates, in the secondary market,    
any mortgage-backed security to be included in one of our trusts.               

 Neither we nor any of our affiliates will guarantee any of the mortgage
assets included in one of our trusts. Furthermore, unless we indicate otherwise 
in the related prospectus supplement, no governmental agency or instrumentality 
will guarantee or insure any of those mortgage assets.                          

MORTGAGE LOANS                                                                  

General. Each mortgage loan underlying the offered certificates will  
constitute the obligation of one or more persons to repay a debt. That          
obligation will be evidenced by a promissory note or bond. In addition, that    
obligation will be secured by a mortgage, deed of trust or other security       
instrument that creates a first or junior lien on, or security interest in, an  
interest in one or more of the following types of real property:                

o rental or cooperatively-owned buildings with multiple dwelling units; 

o retail properties related to the sale of consumer goods and other     
    products to the general public, such as shopping centers, malls, factory
 outlet centers, automotive sales centers, department stores and other
      retail stores, grocery stores, specialty shops, convenience stores and gas
stations;                                                           

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o retail properties related to providing entertainment, recreational and
    personal services to the general public, such as movie theaters, fitness
centers, bowling alleys, salons, dry cleaners and automotive service
centers;                                                            

o office properties;                                                    

o hospitality properties, such as hotels, motels and other lodging      
facilities;                                                         

o casino properties;                                                    

o health care-related properties, such as hospitals, skilled nursing    
     facilities, nursing homes, congregate care facilities and, in some cases,
assisted living centers and senior housing;                         

o industrial properties;                                                

o warehouse facilities, mini-warehouse facilities and self-storage      
facilities;                                                         

o restaurants, taverns and other establishments involved in the food and
beverage industry;                                                  

o manufactured housing communities, mobile home parks and recreational  
vehicle parks;                                                      

o recreational and resort properties, such as golf courses, marinas, ski
resorts and amusement parks;                                        

o arenas and stadiums;                                                  

o churches and other religious facilities;                              

o parking lots and garages;                                             

o mixed use properties;                                                 

o other income-producing properties; and                                

o unimproved land.                                                      

 The real property interests that may be encumbered in order to secure a
mortgage loan underlying your offered certificates, include--                   

o a fee interest or estate, which consists of ownership of the property 
for an indefinite period,                                           

o an estate for years, which consists of ownership of the property for a
specified period of years,                                          

 o a leasehold interest or estate, which consists of a right to occupy and
      use the property for a specified period of years, subject to the terms and
conditions of a lease,                                              

o shares in a cooperative corporation which owns the property, or       

o any other real estate interest under applicable local law.            

Any of these real property interests may be subject to deed restrictions,       
easements, rights of way and other matters of public record with respect to the 
related property. In addition, the use of, and improvements that may be         
constructed on, any particular real property will, in most cases, be subject to 
zoning laws and other legal restrictions.                                       

Most, if not all, of the mortgage loans underlying a series of offered
certificates will be secured by liens on real properties located in the United  
States, its territories and possessions. However, some of those mortgage loans  
may be secured by liens on real properties located outside the United States,   
its territories and possessions, provided that foreign mortgage loans do not    
represent more than 10% of the related mortgage asset pool, by balance.         

    If we so indicate in the related prospectus supplement, one or more of the
mortgage loans underlying a series of offered certificates may be secured by a  
junior lien on the related real property. However, the loan or loans secured by 
the more senior liens on that property may not be included in the related       
trust. The primary risk to the holder of a mortgage loan secured by a junior    
lien on a real property is the possibility that the foreclosure proceeds        
remaining after payment of the loans secured by more senior liens on that       
property will be insufficient to pay the junior loan in full. In a foreclosure  
proceeding, the sale proceeds are applied--                                     

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o first, to the payment of court costs and fees in connection with the  
foreclosure,                                                        

o second, to the payment of real estate taxes, and                      

 o third, to the payment of any and all principal, interest, prepayment or
acceleration penalties, and other amounts owing to the holder of the
senior loans.                                                       

The claims of the holders of the senior loans must be satisfied in full before  
the holder of the junior loan receives any payments with respect to the junior  
loan. If a lender forecloses on a junior loan, it does so subject to any        
related senior loans.                                                           

    If we so indicate in the related prospectus supplement, the mortgage loans
underlying a series of offered certificates may be delinquent as of the date    
the certificates are initially issued. In those cases, we will describe in the  
related prospectus supplement--                                                 

o the period of the delinquency,                                        

o any forbearance arrangement then in effect,                           

o the condition of the related real property, and                       

o the ability of the related real property to generate income to service
the mortgage debt.                                                  

We will not, however, transfer any mortgage loan to a trust if we know that the 
mortgage loan is, at the time of transfer, more than 90 days delinquent with    
respect to any scheduled payment of principal or interest or in foreclosure.    

    A Discussion of the Various Types of Multifamily and Commercial Properties
that May Secure Mortgage Loans Underlying a Series of Offered Certificates. The 
mortgage loans underlying a series of offered certificates may be secured by    
numerous types of multifamily and commercial properties. As we discuss below    
under "-- Mortgage Loans -- Default and Loss Considerations with Respect to     
Commercial and Multifamily Mortgage Loans," the adequacy of an income-producing 
property as security for a mortgage loan depends in large part on its value and 
ability to generate net operating income. Set forth below is a discussion of    
some of the various factors that may affect the value and operations of the     
indicated types of multifamily and commercial properties.                       

  Multifamily Rental Properties. Factors affecting the value and operation
of a multifamily rental property include:                                       

o the physical attributes of the property, such as its age, appearance, 
amenities and construction quality;                                 

o the types of services offered at the property;                        

o the location of the property;                                         

o the characteristics of the surrounding neighborhood, which may change 
over time;                                                          

o the rents charged for dwelling units at the property relative to the  
rents charged for comparable units at competing properties;         

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

o the property's reputation;                                            

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

o the existence or construction of competing or alternative residential 
properties, including other apartment buildings and complexes,      
 manufactured housing communities, mobile home parks and single-family
housing;                                                            

o the ability of management to respond to competition;                  

  o the tenant mix and whether the property is primarily occupied by workers
 from a particular company or type of business, personnel from a local
military base or students;                                          

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

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

o the extent to which the property is subject to land use restrictive   
   covenants or contractual covenants that require that units be rented to
low income tenants;                                                 

o the extent to which the cost of operating the property, including the 
cost of utilities and the cost of required capital expenditures, may
increase; and                                                       

o the extent to which increases in operating costs may be passed through
to tenants.                                                         

   Because units in a multifamily rental property are leased to individuals,
usually for no more than a year, the property is likely to respond relatively   
quickly to a downturn in the local economy or to the closing of a major         
employer in the area.                                                           

Some states regulate the relationship of an owner and its tenants at a
multifamily rental property. Among other things, these states may--             

o require written leases;                                               

o require good cause for eviction;                                      

o require disclosure of fees;                                           

o prohibit unreasonable rules;                                          

o prohibit retaliatory evictions;                                       

o prohibit restrictions on a resident's choice of unit vendors;         

o limit the bases on which a landlord may increase rent; or             

o prohibit a landlord from terminating a tenancy solely by reason of the
sale of the owner's building.                                       

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.   

  Some counties and municipalities also impose rent control regulations on
apartment buildings. These regulations may limit rent increases to--            

o fixed percentages,                                                    

o percentages of increases in the consumer price index,                 

o increases set or approved by a governmental agency, or                

o increases determined through mediation or binding arbitration.        

In many cases, the rent control laws do not provide for decontrol of  
rental rates upon vacancy of individual units. Any limitations on a landlord's  
ability to raise rents at a multifamily rental property may impair the          
landlord's ability to repay a mortgage loan secured by the property or to meet  
operating costs.                                                                

Some multifamily rental properties are subject to land use restrictive
covenants or contractual covenants in favor of federal or state housing         
agencies. These covenants generally require that a minimum number or percentage 
of units be rented to tenants who have incomes that are substantially lower     
than median incomes in the area or region. These covenants may limit the        
potential rental rates that may be charged at a multifamily rental property,    
the potential tenant base for the property or both. An owner may subject a      
multifamily rental property to these covenants in exchange for tax credits or   
rent subsidies. When the credits or subsidies cease, net operating income will  
decline.                                                                        

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Some mortgage loans underlying the offered certificates will be secured   
by--                                                                  

o the related borrower's interest in multiple units in a residential    
condominium project, and                                            

o the related voting rights in the owners' association for the project. 

Due to the nature of condominiums, a default on any of those mortgage loans     
will not allow the related special servicer the same flexibility in realizing   
on the real property collateral as is generally available with respect to       
multifamily rental properties that are not condominiums. The rights of other    
unit owners, the governing documents of the owners' association and the state   
and local laws applicable to condominiums must be considered and respected.     
Consequently, servicing and realizing upon the collateral for those mortgage    
loans could subject the related trust to greater delay, expense and risk than a 
loan secured by a multifamily rental property that is not a condominium.        

  Cooperatively-Owned Apartment Buildings. Some multifamily properties are
owned or leased by cooperative corporations. In general, each shareholder in    
the corporation is entitled to occupy a particular apartment unit under a       
long-term proprietary lease or occupancy agreement.                             

A tenant/shareholder of a cooperative corporation must make a monthly 
maintenance payment to the corporation. The monthly maintenance payment         
represents a tenant/shareholder's pro rata share of the corporation's--         

o mortgage loan payments,                                               

o real property taxes,                                                  

o maintenance expenses, and                                             

o other capital and ordinary expenses of the property.                  

These monthly maintenance payments are in addition to any payments of principal 
and interest the tenant/shareholder must make on any loans of the               
tenant/shareholder secured by its shares in the corporation.                    

    A cooperative corporation is directly responsible for building maintenance
and payment of real estate taxes and hazard and liability insurance premiums. A 
cooperative corporation's ability to meet debt service obligations on a         
mortgage loan secured by, and to pay all other operating expenses of, the       
cooperatively owned property depends primarily upon the receipt of--            

o maintenance payments from the tenant/shareholders, and                

o any rental income from units or commercial space that the cooperative 
corporation might control.                                          

 A cooperative corporation may have to impose special assessments on the
tenant/shareholders in order to pay unanticipated expenditures. Accordingly, a  
cooperative corporation is highly dependent on the financial well being of its  
tenant/shareholders. A cooperative corporation's ability to pay the amount of   
any balloon payment due at the maturity of a mortgage loan secured by the       
cooperatively owned property depends primarily on its ability to refinance the  
property.                                                                       

   In a typical cooperative conversion plan, the owner of a rental apartment
building contracts to sell the building to a newly formed cooperative           
corporation. Shares are allocated to each apartment unit by the owner or        
sponsor. The current tenants have a specified period to subscribe at prices     
discounted from the prices to be offered to the public after that period. As    
part of the consideration for the sale, the owner or sponsor receives all the   
unsold shares of the cooperative corporation. In general the sponsor controls   
the corporation's board of directors and management for a limited period of     
time. If the sponsor holds the shares allocated to a large number of apartment  
units, the lender on a mortgage loan secured by a cooperatively owned property  
may be adversely affected by a decline in the creditworthiness of the sponsor.  

Many cooperative conversion plans are non-eviction plans. Under a     
non-eviction plan, a tenant at the time of conversion who chooses not to        
purchase shares is entitled to reside in its apartment unit as a subtenant from 
the owner of the shares allocated to that unit. Any applicable rent control or  
rent                                                                            

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stabilization laws would continue to be applicable to the subtenancy. In        
addition, the subtenant may be entitled to renew its lease for an indefinite    
number of years with continued protection from rent increases above those       
permitted by any applicable rent control and rent stabilization laws. The       
owner/shareholder is responsible for the maintenance payments to the            
cooperative corporation without regard to whether it receives rent from the     
subtenant or whether the rent payments are lower than maintenance payments on   
the unit. Newly-formed cooperative corporations typically have the greatest     
concentration of non-tenant/shareholders.                                       

    Retail Properties. The term "retail property" encompasses a broad range of
properties at which businesses sell consumer goods and other products and       
provide various entertainment, recreational or personal services to the general 
public. Some examples of retail properties include--                            

o shopping centers,                                                     

o factory outlet centers,                                               

o malls,                                                                

o automotive sales and service centers,                                 

o consumer oriented businesses,                                         

o department stores,                                                    

o grocery stores,                                                       

o convenience stores,                                                   

o specialty shops,                                                      

o gas stations,                                                         

o movie theaters,                                                       

o fitness centers,                                                      

o bowling alleys,                                                       

o salons, and                                                           

o dry cleaners.                                                         

Unless owner occupied, retail properties generally derive all or a    
substantial percentage of their income from lease payments from commercial      
tenants. Therefore, it is important for the owner of a retail property to       
attract and keep tenants, particularly significant tenants, that are able to    
meet their lease obligations. In order to attract tenants, the owner of a       
retail property may be required to--                                            

o lower rents,                                                          

o grant a potential tenant a free rent or reduced rent period,          

o improve the condition of the property generally, or                   

o make at its own expense, or grant a rent abatement to cover, tenant   
improvements for a potential tenant.                                

A prospective tenant will also be interested in the number and type of
customers that it will be able to attract at a particular retail property. The  
ability of a tenant at a particular retail property to attract customers will   
be affected by a number of factors related to the property and the surrounding  
area, including:                                                                

o competition from other retail properties;                             

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

o perceptions regarding the safety of the surrounding area;             

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o demographics of the surrounding area;                                 

o the strength and stability of the local, regional and national        
economies;                                                          

o traffic patterns and access to major thoroughfares;                   

o the visibility of the property;                                       

o availability of parking;                                              

o the particular mixture of the goods and services offered at the       
property;                                                           

o customer tastes, preferences and spending patterns; and               

o the drawing power of other tenants.                                   

   The success of a retail property is often dependent on the success of its
tenants' businesses. A significant component of the total rent paid by tenants  
of retail properties is often tied to a percentage of gross sales or revenues.  
Declines in sales or revenues of the tenants will likely cause a corresponding  
decline in percentage rents and/or impair the tenants' ability to pay their     
rent or other occupancy costs. A default by a tenant under its lease could      
result in delays and costs in enforcing the landlord's rights. Retail           
properties would be directly and adversely affected by a decline in the local   
economy and reduced consumer spending.                                          

    Repayment of a mortgage loan secured by a retail property will be affected
by the expiration of space leases at the property and the ability of the        
borrower to renew or relet the space on comparable terms. Even if vacant space  
is successfully relet, the costs associated with reletting, including tenant    
improvements, leasing commissions and free rent, may be substantial and could   
reduce cash flow from a retail property.                                        

The presence or absence of an anchor tenant in a multi-tenanted retail
property can be important. Anchor tenants play a key role in generating         
customer traffic and making the center desirable for other tenants. An anchor   
tenant is, in general, a retail tenant whose space is substantially larger in   
size than that of other tenants at the same retail property and whose operation 
is vital in attracting customers to the property. At some retail properties,    
the anchor tenant owns the space it occupies. In those cases where the property 
owner does not control the space occupied by the anchor tenant, the property    
owner may not be able to take actions with respect to the space that it         
otherwise typically would, such as granting concessions to retain an anchor     
tenant or removing an ineffective anchor tenant. In some cases, an anchor       
tenant may cease to operate at the property, thereby leaving its space          
unoccupied even though it continues to own or pay rent on the vacant space. If  
an anchor tenant ceases operations at a retail property, other tenants at the   
property may be entitled to terminate their leases prior to the scheduled       
termination date or to pay rent at a reduced rate for the remaining term of the 
lease.                                                                          

Various factors will adversely affect the economic performance of an  
anchored retail property, including:                                            

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

o termination of an anchor tenant's lease;                              

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

o the cessation of the business of a self-owned anchor or of an anchor  
      tenant, notwithstanding its continued ownership of the previously occupied
space or its continued payment of rent, as the case may be; or      

o a loss of an anchor tenant's ability to attract shoppers.             

  Retail properties may also face competition from sources outside a given
real estate market or with lower operating costs. For example, all of the       
following compete with more traditional department stores and specialty shops   
for consumer dollars:                                                           

o factory outlet centers;                                               

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o discount shopping centers and clubs;                                  

o catalogue retailers;                                                  

o television shopping networks and programs;                            

o internet web sites; and                                               

o telemarketing.                                                        

 Similarly, home movie rentals and pay-per-view movies provide alternate
sources of entertainment to movie theaters. Continued growth of these           
alternative retail outlets and entertainment sources, which are often           
characterized by lower operating costs, could adversely affect the rents        
collectible at retail properties.                                               

  Gas stations, automotive sales and service centers and dry cleaners also
pose unique environmental risks because of the nature of their businesses and   
the types of products used or sold in those businesses.                         

   Office Properties. Factors affecting the value and operation of an office
property include:                                                               

  o the number and quality of the tenants, particularly significant tenants,
at the property;                                                    

o the physical attributes of the building in relation to competing      
buildings;                                                          

o the location of the property with respect to the central business     
district or population centers;                                     

o demographic trends within the metropolitan area to move away from or  
towards the central business district;                              

o social trends combined with space management trends, which may change 
     towards options such as telecommuting or hoteling to satisfy space needs;

o tax incentives offered to businesses or property owners by cities or  
suburbs adjacent to or near where the building is located;          

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

o the quality and philosophy of building management;                    

o access to mass transportation; and                                    

o changes in zoning laws.                                               

   Office properties may be adversely affected by an economic decline in the
business operated by their tenants. The risk associated with that economic      
decline is increased if revenue is dependent on a single tenant or if there is  
a significant concentration of tenants in a particular business or industry.    

Office properties are also subject to competition with other office   
properties in the same market. Competitive factors affecting an office property 
include:                                                                        

o rental rates;                                                         

o the building's age, condition and design, including floor sizes and   
layout;                                                             

o access to public transportation and availability of parking; and      

o amenities offered to its tenants, including sophisticated building    
  systems, such as fiber optic cables, satellite communications or other
base building technological features.                               

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

The success of an office property also depends on the local economy.  
Factors influencing a company's decision to locate in a given area include:     

o the cost and quality of labor;                                        

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o tax incentives; and                                                   

o quality of life matters, such as schools and cultural amenities.      

    The strength and stability of the local or regional economy will affect an
office property's ability to attract stable tenants on a consistent basis. A    
central business district may have a substantially different economy from that  
of a suburb.                                                                    

    Hospitality Properties. Hospitality properties may involve different types
of hotels and motels, including:                                                

o full service hotels;                                                  

o resort hotels with many amenities;                                    

o limited service hotels;                                               

  o hotels and motels associated with national or regional franchise chains;

o hotels that are not affiliated with any franchise chain but may have  
their own brand identity; and                                       

o other lodging facilities.                                             

Factors affecting the economic performance of a hospitality property  
include:                                                                        

o the location of the property and its proximity to major population    
centers or attractions;                                               

o the seasonal nature of business at the property;                      

o the level of room rates relative to those charged by competitors;     

o quality and perception of the franchise affiliation;                  

  o economic conditions, either local, regional or national, which may limit
      the amount that can be charged for a room and may result in a reduction in
occupancy levels;                                                   

o the existence or construction of competing hospitality properties;    

o nature and quality of the services and facilities;                    

o financial strength and capabilities of the owner and operator;        

o the need for continuing expenditures for modernizing, refurbishing and
maintaining existing facilities;                                    

 o increases in operating costs, which may not be offset by increased room
rates;                                                              

o the property's dependence on business and commercial travelers and    
tourism; and                                                        

o changes in travel patterns caused by changes in access, energy prices,
   labor strikes, relocation of highways, the reconstruction of additional
highways or other factors.                                          

Because limited service hotels and motels are relatively quick and    
inexpensive to construct and may quickly reflect a positive value, an           
over-building of these hotels and motels could occur in any given region, which 
would likely adversely affect occupancy and daily room rates. Further, because  
rooms at hospitality properties are generally rented for short periods of time, 
hospitality properties tend to be more sensitive to adverse economic conditions 
and competition than many other types of commercial properties. Additionally,   
the revenues of some hospitality properties, particularly those located in      
regions whose economies depend upon tourism, may be highly seasonal in nature.  

Hospitality properties may be operated under franchise agreements. The
continuation of a franchise is typically subject to specified operating         
standards and other terms and conditions. The franchisor periodically inspects  
its licensed properties to confirm adherence to its operating standards. The    
failure of the hospitality property to maintain those standards or adhere to    
those other terms and conditions could result in the loss or cancellation of    
the franchise license. It is possible that the franchisor could condition the   
continuation of a franchise license on the completion of capital improvements   
or the making of capital                                                        

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expenditures that the owner of the hospitality property determines are too      
expensive or are otherwise unwarranted in light of the operating results or     
prospects of the property. In that event, the owner of the hospitality property 
may elect to allow the franchise license to lapse. In any case, if the          
franchise is terminated, the owner of the hospitality property may seek to      
obtain a suitable replacement franchise or to operate property independently of 
a franchise license. The loss of a franchise license could have a material      
adverse effect upon the operations or value of the hospitality property because 
of the loss of associated name recognition, marketing support and centralized   
reservation systems provided by the franchisor.                                 

The viability of any hospitality property that is a franchise of a    
national or a regional hotel or motel chain is dependent upon:                  

o the continued existence and financial strength of the franchisor;     

o the public perception of the franchise service mark; and              

o the duration of the franchise licensing agreement.                    

    The transferability of franchise license agreements may be restricted. The
consent of the franchisor would be required for the continued use of the        
franchise license by the hospitality property following a foreclosure.          
Conversely, a lender may be unable to remove a franchisor that it desires to    
replace following a foreclosure. Further, in the event of a foreclosure on a    
hospitality property, the lender or other purchaser of the hospitality property 
may not be entitled to the rights under any associated liquor license. That     
party would be required to apply in its own right for a new liquor license.     
There can be no assurance that a new license could be obtained or that it could 
be obtained promptly.                                                           

   Casino Properties. Factors affecting the economic performance of a casino
property include:                                                               

o location, including proximity to or easy access from major population 
centers;                                                              

o appearance;                                                           

  o economic conditions, either local, regional or national, which may limit
the amount of disposable income that potential patrons may have for 
gambling;                                                           

o the existence or construction of competing casinos;                   

o dependence on tourism; and                                            

o local or state governmental regulation.                               

Competition among major casinos may involve attracting patrons by--   

o providing alternate forms of entertainment, such as performers and    
sporting events, and                                                

o offering low-priced or free food and lodging.                         

Casino owners may expend substantial sums to modernize, refurbish and 
maintain existing facilities.                                                   

Because of their dependence on disposable income of patrons, casino   
properties are likely to respond quickly to a downturn in the economy.          

    The ownership and operation of casino properties is often subject to local
or state governmental regulation. A government agency or authority may have     
jurisdiction over or influence with respect to the foreclosure of a casino      
property or the bankruptcy of its owner or operator. In some jurisdictions, it  
may be necessary to receive governmental approval before foreclosing, thereby   
resulting in substantial delays to a lender. Gaming licenses are not            
transferable, including in connection with a foreclosure. There can be no       
assurance that a lender or another purchaser in foreclosure or otherwise will   
be able to obtain the requisite approvals to continue operating the foreclosed  
property as a casino.                                                           

  Any given state or municipality that currently allows legalized gambling
could pass legislation banning it.                                              

   The loss of a gaming license for any reason would have a material adverse
effect on the value of a casino property.                                       

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Health Care-Related Properties. Health-care related properties include:   

o hospitals;                                                            

o skilled nursing facilities;                                           

o nursing homes;                                                        

o congregate care facilities; and                                       

o in some cases, assisted living centers and housing for seniors.       

   Health care-related facilities, particularly nursing homes, may receive a
substantial portion of their revenues from government reimbursement programs,   
primarily Medicaid and Medicare. Medicaid and Medicare are subject to:          

o statutory and regulatory changes;                                     

o retroactive rate adjustments;                                         

o administrative rulings;                                               

o policy interpretations;                                               

o delays by fiscal intermediaries; and                                  

o government funding restrictions.                                      

All of the foregoing can adversely affect revenues from the operation a health  
care-related facility. Moreover, governmental payors have employed              
cost-containment measures that limit payments to health care providers. In      
addition, there are currently under consideration various proposals for         
national health care relief that could further limit these payments.            

   Providers of long-term nursing care and other medical services are highly
regulated by federal, state and local law. They are subject to numerous factors 
which can increase the cost of operation, limit growth and, in extreme cases,   
require or result in suspension or cessation of operations, including:          

o federal and state licensing requirements;                             

o facility inspections;                                                 

o rate setting;                                                         

o reimbursement policies; and                                           

o laws relating to the adequacy of medical care, distribution of        
pharmaceuticals, use of equipment, personnel operating policies and 
maintenance of and additions to facilities and services.            

Under applicable federal and state laws and regulations, Medicare and 
Medicaid reimbursements generally may not be made to any person other than the  
provider who actually furnished the related material goods and services.        
Accordingly, in the event of foreclosure on a health care-related facility,     
neither a lender nor other subsequent lessee or operator of the property would  
generally be entitled to obtain from federal or state governments any           
outstanding reimbursement payments relating to services furnished at the        
property prior to foreclosure. Furthermore, in the event of foreclosure, there  
can be no assurance that a lender or other purchaser in a foreclosure sale      
would be entitled to the rights under any required licenses and regulatory      
approvals. The lender or other purchaser may have to apply in its own right for 
those licenses and approvals. There can be no assurance that a new license      
could be obtained or that a new approval would be granted.                      

 Health care-related facilities are generally special purpose properties
that could not be readily converted to general residential, retail or office    
use. This will adversely affect their liquidation value. Furthermore, transfers 
of health care-related facilities are subject to regulatory approvals under     
state, and in some cases federal, law not required for transfers of most other  
types of commercial properties.                                                 

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   Industrial Properties. Industrial properties may be adversely affected by
reduced demand for industrial space occasioned by a decline in a particular     
industry segment and/or by a general slowdown in the economy. In addition, an   
industrial property that suited the particular needs of its original tenant may 
be difficult to relet to another tenant or may become functionally obsolete     
relative to newer properties.                                                   

The value and operation of an industrial property depends on:         

o location of the property, the desirability of which in a particular   
instance may depend on--                                            

1. availability of labor services,                                  

2. proximity to supply sources and customers, and                   

3. accessibility to various modes of transportation and shipping,   
including railways, roadways, airline terminals and ports;    

o building design of the property, the desirability of which in a       
particular instance may depend on--                                 

1. ceiling heights,                                                 

2. column spacing,                                                  

3. number and depth of loading bays,                                

4. divisibility,                                                    

5. floor loading capacities,                                        

6. truck turning radius,                                            

7. overall functionality, and                                       

  8. adaptability of the property, because industrial tenants often need
 space that is acceptable for highly specialized activities; and

o the quality and creditworthiness of individual tenants, because       
industrial properties frequently have higher tenant concentrations. 

   Industrial properties are generally special purpose properties that could
not be readily converted to general residential, retail or office use. This     
will adversely affect their liquidation value.                                  

Warehouse, Mini-Warehouse and Self-Storage Facilities. Warehouse,     
mini-warehouse and self-storage properties are considered vulnerable to         
competition because both acquisition costs and break-even occupancy are         
relatively low. In addition, it would require substantial capital expenditures  
to convert a warehouse, mini-warehouse or self-storage property to an           
alternative use. This will materially impair the liquidation value of the       
property if its operation for storage purposes becomes unprofitable due to      
decreased demand, competition, age of improvements or other factors.            

Successful operation of a warehouse, mini-warehouse or self-storage   
property depends on--                                                           

o building design,                                                      

o location and visibility,                                              

o tenant privacy,                                                       

o efficient access to the property,                                     

o proximity to potential users, including apartment complexes or        
commercial users,                                                   

o services provided at the property, such as security,                  

o age and appearance of the improvements, and                           

o quality of management.                                                

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Restaurants and Taverns. Factors affecting the economic viability of  
individual restaurants, taverns and other establishments that are part of the   
food and beverage service industry include:                                     

o competition from facilities having businesses similar to a particular 
restaurant or tavern;                                               

o perceptions by prospective customers of safety, convenience, services 
and attractiveness;                                                 

o the cost, quality and availability of food and beverage products;     

o negative publicity, resulting from instances of food contamination,   
food-borne illness and similar events;                              

o changes in demographics, consumer habits and traffic patterns;        

o the ability to provide or contract for capable management; and        

o retroactive changes to building codes, similar ordinances and other   
legal requirements.                                                 

Adverse economic conditions, whether local, regional or national, may 
limit the amount that may be charged for food and beverages and the extent to   
which potential customers dine out. Because of the nature of the business,      
restaurants and taverns tend to respond to adverse economic conditions more     
quickly than do many other types of commercial properties. Furthermore, the     
transferability of any operating, liquor and other licenses to an entity        
acquiring a bar or restaurant, either through purchase or foreclosure, is       
subject to local law requirements.                                              

The food and beverage service industry is highly competitive. The     
principal means of competition are--                                            

o segment,                                                              

o product,                                                              

o price,                                                                

o value,                                                                

o quality,                                                              

o service,                                                              

o convenience,                                                          

o location, and                                                         

o the nature and condition of the restaurant facility.                  

   A restaurant or tavern operator competes with the operators of comparable
establishments in the area in which its restaurant or tavern is located. Other  
restaurants could have--                                                        

o lower operating costs,                                                

o more favorable locations,                                             

o more effective marketing,                                             

o more efficient operations, or                                         

o better facilities.                                                    

The location and condition of a particular restaurant or tavern will  
affect the number of customers and, to an extent, the prices that may be        
charged. The characteristics of an area or neighborhood in which a restaurant   
or tavern is located may change over time or in relation to competing           
facilities. Also, the cleanliness and maintenance at a restaurant or tavern     
will affect its appeal to customers. In the case of a regionally- or            
nationally-known chain restaurant, there may be costly expenditures for         
renovation, refurbishment or expansion, regardless of its condition.            

  Factors affecting the success of a regionally- or nationally-known chain
restaurant include:                                                             

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 o actions and omissions of any franchisor, including management practices
that--                                                              

1. adversely affect the nature of the business, or                  

  2. require renovation, refurbishment, expansion or other expenditures;

 o the degree of support provided or arranged by the franchisor, including
 its franchisee organizations and third-party providers of products or
services; and                                                       

o the bankruptcy or business discontinuation of the franchisor or any of
its franchisee organizations or third-party providers.              

Chain restaurants may be operated under franchise agreements. Those   
agreements typically do not contain provisions protective of lenders. A         
borrower's rights as franchisee typically may be terminated without informing   
the lender, and the borrower may be precluded from competing with the           
franchisor upon termination. In addition, a lender that acquires title to a     
restaurant site through foreclosure or similar proceedings may be restricted in 
the use of the site or may be unable to succeed to the rights of the franchisee 
under the related franchise agreement. The transferability of a franchise may   
be subject to other restrictions. Also, federal and state franchise regulations 
may impose additional risk, including the risk that the transfer of a franchise 
acquired through foreclosure or similar proceedings may require registration    
with governmental authorities or disclosure to prospective transferees.         

Manufactured Housing Communities, Mobile Home Parks and Recreational  
Vehicle Parks.  Manufactured housing communities and mobile home parks consist  
of land that is divided into "spaces" or "home sites" that are primarily leased 
to owners of the individual mobile homes or other housing units. The home owner 
often invests in site-specific improvements such as carports, steps, fencing,   
skirts around the base of the home, and landscaping. The land owner typically   
provides private roads within the park, common facilities and, in many cases,   
utilities. Due to relocation costs and, in some cases, demand for homesites,    
the value of a mobile home or other housing unit in place in a manufactured     
housing community or mobile home park is generally higher, and can be           
significantly higher, than the value of the same unit not placed in a           
manufactured housing community or mobile home park. As a result, a              
well-operated manufactured housing community or mobile home park that has       
achieved stabilized occupancy is typically able to maintain occupancy at or     
near that level. For the same reason, a lender that provided financing for the  
home of a tenant who defaulted in his or her space rent generally has an        
incentive to keep rental payments current until the home can be resold in       
place, rather than to allow the unit to be removed from the park. In general,   
the individual mobile homes and other housing units will not constitute         
collateral for a mortgage loan underlying a series of offered certificates.     

    Recreational vehicle parks lease spaces primarily or exclusively for motor
homes, travel trailers and portable truck campers, primarily designed for       
recreational, camping or travel use. In general, parks that lease recreational  
vehicle spaces can be viewed as having a less stable tenant population than     
parks occupied predominantly by mobile homes. However, it is not unusual for    
the owner of a recreational vehicle to leave the vehicle at the park on a       
year-round basis or to use the vehicle as low cost housing and reside in the    
park indefinitely.                                                              

Factors affecting the successful operation of a manufactured housing  
community, mobile home park or recreational vehicle park include:               

o the number of comparable competing properties in the local market;    

o the age, appearance and reputation of the property;                   

o the quality of management; and                                        

o the types of facilities and services it provides.                     

Manufactured housing communities and mobile home parks also compete   
against alternative forms of residential housing, including--                   

o multifamily rental properties,                                        

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o cooperatively-owned apartment buildings,                              

o condominium complexes, and                                            

o single-family residential developments.                               

Recreational vehicle parks also compete against alternative forms of  
recreation and short-term lodging, such as staying at a hotel at the beach.     

Manufactured housing communities, mobile home parks and recreational  
vehicle parks are special purpose properties that could not be readily          
converted to general residential, retail or office use. This will adversely     
affect the liquidation value of the property if its operation as a manufactured 
housing community, mobile home park or recreational vehicle park, as the case   
may be, becomes unprofitable due to competition, age of the improvements or     
other factors.                                                                  

Some states regulate the relationship of an owner of a manufactured   
housing community or mobile home park and its tenants in a manner similar to    
the way they regulate the relationship between a landlord and tenant at a       
multifamily rental property. In addition, some states also regulate changes in  
the use of a manufactured housing community or mobile home park and require     
that the owner give written notice to its tenants a substantial period of time  
prior to the projected change.                                                  

In addition to state regulation of the landlord-tenant relationship,  
numerous counties and municipalities impose rent control on manufactured        
housing communities and mobile home parks. These ordinances may limit rent      
increases to--                                                                  

o fixed percentages,                                                    

o percentages of increases in the consumer price index,                 

o increases set or approved by a governmental agency, or                

o increases determined through mediation or binding arbitration.        

In many cases, the rent control laws either do not permit vacancy     
decontrol or permit vacancy decontrol only in the relatively rare event that    
the mobile home or manufactured housing unit is removed from the homesite.      
Local authority to impose rent control on manufactured housing communities and  
mobile home parks is pre-empted by state law in some states and rent control is 
not imposed at the state level in those states. In some states, however, local  
rent control ordinances are not pre-empted for tenants having short-term or     
month-to-month leases, and properties there may be subject to various forms of  
rent control with respect to those tenants.                                     

   Recreational and Resort Properties. Any mortgage loan underlying a series
of offered certificates may be secured by a golf course, marina, ski resort,    
amusement park or other property used for recreational purposes or as a resort. 
Factors affecting the economic performance of a property of this type include:  

o the location and appearance of the property;                          

o the appeal of the recreational activities offered;                    

o the existence or construction of competing properties, whether are not
they offer the same activities;                                     

o the need to make capital expenditures to maintain, refurbish, improve 
and/or expand facilities in order to attract potential patrons;     

o geographic location and dependence on tourism;                        

 o changes in travel patterns caused by changes in energy prices, strikes,
 location of highways, construction of additional highways and similar
factors;                                                            

o seasonality of the business, which may cause periodic fluctuations in 
operating revenues and expenses;                                    

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o sensitivity to weather and climate changes; and                       

o local, regional and national economic conditions.                     

 A marina or other recreational or resort property located next to water
will also be affected by various statutes and government regulations that       
govern the use of, and construction on, rivers, lakes and other waterways.      

   Because of the nature of the business, recreational and resort properties
tend to respond to adverse economic conditions more quickly than do many other  
types of commercial properties.                                                 

Recreational and resort properties are generally special purpose      
properties that are not readily convertible to alternative uses. This will      
adversely affect their liquidation value.                                       

   Arenas and Stadiums. The success of an arena or stadium generally depends
on its ability to attract patrons to a variety of events, including:            

o sporting events;                                                      

o musical events;                                                       

o theatrical events;                                                    

o animal shows; and/or                                                  

o circuses.                                                             

The ability to attract patrons is dependent on, among others, the     
following factors:                                                              

o the appeal of the particular event;                                   

o the cost of admission;                                                

 o perceptions by prospective patrons of the safety, convenience, services
and attractiveness of the arena or stadium;                         

o perceptions by prospective patrons of the safety of the surrounding   
area; and                                                           

o the alternative forms of entertainment available in the particular    
locale.                                                             

   In some cases, an arena's or stadium's success will depend on its ability
to attract and keep a sporting team as a tenant. An arena or stadium may become 
unprofitable, or unacceptable to a tenant of that type, due to decreased        
attendance, competition and age of improvements. Often, substantial             
expenditures must be made to modernize, refurbish and/or maintain existing      
facilities.                                                                     

    Arenas and stadiums are special purpose properties which cannot be readily
convertible to alternative uses. This will adversely affect their liquidation   
value.                                                                          

Churches and Other Religious Facilities. Churches and other religious 
facilities generally depend on charitable donations to meet expenses and pay    
for maintenance and capital expenditures. The extent of those donations is      
dependent on the attendance at any particular religious facility and the extent 
to which attendees are prepared to make donations, which is influenced by a     
variety of social, political and economic factors. Donations may be adversely   
affected by economic conditions, whether local, regional or national. Religious 
facilities are special purpose properties that are not readily convertible to   
alternative uses. This will adversely affect their liquidation value.           

 Parking Lots and Garages. The primary source of income for parking lots
and garages is the rental fees charged for parking spaces. Factors affecting    
the success of a parking lot or garage include:                                 

o the number of rentable parking spaces and rates charged;              

o the location of the lot or garage and, in particular, its proximity to
places where large numbers of people work, shop or live;            

o the amount of alternative parking spaces in the area;                 

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o the availability of mass transit; and                                 

o the perceptions of the safety, convenience and services of the lot or 
garage.                                                             

    Unimproved Land. The value of unimproved land is largely a function of its
potential use. This may depend on--                                             

o its location,                                                         

o its size,                                                             

o the surrounding neighborhood, and                                     

o local zoning laws.                                                    

    Default and Loss Considerations with Respect to Commercial and Multifamily
Mortgage Loans.  Mortgage loans secured by liens on income-producing properties 
are substantially different from mortgage 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--                   

o the successful operation of the property, and                         

 o its ability to generate income sufficient to make payments on the loan.

This is particularly true because most or all of the mortgage loans underlying  
the offered certificates will be nonrecourse loans.                             

 The debt service coverage ratio of a multifamily or commercial mortgage
loan is an important measure of the likelihood of default on the loan. In       
general, the debt service coverage ratio of a multifamily or commercial         
mortgage loan at any given time is the ratio of--                               

 o the amount of income derived or expected to be derived from the related
 real property for a twelve-month period that is available to pay debt
service, to                                                         

o the annualized scheduled payments of principal and/or interest on the 
    mortgage loan and any other senior loans that are secured by the related
real property.                                                      

The amount described in the first bullet point of the preceding sentence is     
often a highly subjective number based on a variety of assumptions regarding,   
and adjustments to, revenues and expenses with respect to the related real      
property. We will provide a more detailed discussion of its calculation in the  
related prospectus supplement.                                                  

The cash flow generated by a multifamily or commercial property will  
generally fluctuate over time and may or may not be sufficient to--             

o make the loan payments on the related mortgage loan,                  

o cover operating expenses, and                                         

o fund capital improvements at any given time.                          

  Operating revenues of a nonowner occupied, income-producing property may
be affected by the condition of the applicable real estate market and/or area   
economy. Properties leased, occupied or used on a short-term basis, such as--   

o some health care-related facilities,                                  

o hotels and motels,                                                    

o recreational vehicle parks, and                                       

o 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--               

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o warehouses,                                                           

o retail stores,                                                        

o office buildings, and                                                 

o industrial facilities.                                                

Some commercial properties may be owner-occupied or leased to a small 
number of tenants. Accordingly, the operating revenues may depend substantially 
on the financial condition of the borrower or one or a few tenants. Mortgage    
loans secured by liens on owner-occupied and single tenant 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 property operating expenses can increase the likelihood of a
borrower default on a multifamily or commercial mortgage loan secured by the    
property. Increases in property operating expenses may result from:             

o increases in energy costs and labor costs;                            

o increases in interest rates and real estate tax rates; and            

o changes in governmental rules, regulations and fiscal policies.       

Some net leases of commercial properties may provide that the lessee, 
rather than the borrower/landlord, is responsible for payment of operating      
expenses. However, a net lease will result in stable net operating income to the
borrower/landlord only if the lessee is able to pay the increased operating     
expense while also 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 is liquidated         
following a default. In general, the loan-to-value ratio of a multifamily or    
commercial mortgage loan at any given time is the ratio, expressed as a         
percentage, of--                                                                

o the then outstanding principal balance of the mortgage loan and any   
other senior loans that are secured by the related real property, to

 o the estimated value of the related real property based on an appraisal,
     a cash flow analysis, a recent sales price or another method or benchmark
of valuation.                                                       

    A low loan-to-value ratio means the borrower has a large amount of its own
equity in the multifamily or commercial property that secures its loan. In      
these circumstances--                                                           

o the borrower has a greater incentive to perform under the terms of the
related mortgage loan in order to protect that equity, and          

 o the lender has greater protection against loss on liquidation following
a borrower default.                                                 

Loan-to-value ratios are not necessarily an accurate measure of the   
likelihood of liquidation loss in a pool of multifamily and commercial mortgage 
loans. For example, the value of a multifamily or commercial property as of the 
date of initial issuance of a series of offered certificates may be less than   
the estimated value determined at loan origination. The value of any real       
property, in particular a multifamily or commercial property, will likely       
fluctuate from time to time. Moreover, even a current appraisal is not          
necessarily a reliable estimate of value. Appraised values of income-producing  
properties are generally based on--                                             

  o the market comparison method, which takes into account the recent resale
value of comparable properties at the date of the appraisal;        

o the cost replacement method, which takes into account the cost of     
replacing the property at the date of the appraisal;                

o the income capitalization method, which takes into account the        
property's projected net cash flow; or                              

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o a selection from the values derived from the foregoing methods.       

Each of these appraisal methods presents analytical difficulties. For 
example --                                                                      

o it is often difficult to find truly comparable properties that have   
recently been sold;                                                 

o the replacement cost of a property may have little to do with its     
current market value; and                                           

o income capitalization is inherently based on inexact projections of   
      income and expense and the selection of an appropriate capitalization rate
and discount rate.                                                  

If more than one appraisal method is used and significantly different 
results are produced, an accurate determination of value and, correspondingly,  
a reliable analysis of the likelihood of default and loss, is even more         
difficult.                                                                      

The value of a multifamily or commercial property will be affected by 
property performance. As a result, if a multifamily or commercial mortgage loan 
defaults because the income generated by the related property is insufficient   
to pay operating costs and expenses as well as debt service, then the value of  
the property will decline and a liquidation loss may occur.                     

 We believe that the foregoing considerations are important factors that
generally distinguish mortgage loans secured by liens on income-producing real  
estate from single-family mortgage loans. However, the originators of the       
mortgage loans underlying your offered certificates may not have considered all 
of those factors for all or any of those loans.                                 

See "Risk Factors -- Repayment of a Commercial or Multifamily Mortgage
Loan Depends on the Performance and Value of the Underlying Real Property,      
Which May Decline Over Time, and the Related Borrower's Ability to Refinance    
the Property, of Which There Is No Assurance."                                  

Payment Provisions of the Mortgage Loans. Each of the mortgage loans  
included in one of our trusts will have the following features:                 

o an original term to maturity of not more than approximately 40 years; 
and                                                                 

o scheduled payments of principal, interest or both, to be made on      
      specified dates, that occur monthly, bi-monthly, quarterly, semi-annually,
annually or at some other interval.                                 

    A mortgage loan included in one of our trusts may also include terms that:

 o provide for the accrual of interest at a mortgage interest rate that is
   fixed over its term, that resets on one or more specified dates or that
otherwise adjusts from time to time;                                

  o provide for the accrual of interest at a mortgage interest rate that may
 be converted at the borrower's election from an adjustable to a fixed
interest rate or from a fixed to an adjustable interest rate;       

o provide for no accrual of interest;                                   

o provide for level payments to stated maturity, for payments that reset
   in amount on one or more specified dates or for payments that otherwise
    adjust from time to time to accommodate changes in the coupon rate or to
reflect the occurrence of specified events;                         

o be fully amortizing or, alternatively, may be partially amortizing or 
    nonamortizing, with a substantial payment of principal due on its stated
maturity date;                                                      

o permit the negative amortization or deferral of accrued interest;     

o permit defeasance and the release of the real property collateral in  
connection with that defeasance; and/or                             

o prohibit some or all voluntary prepayments or require payment of a    
premium, fee or charge in connection with those prepayments.        

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  Mortgage Loan Information in Prospectus Supplements. We will describe in
the related prospectus supplement the characteristics of the mortgage loans     
that we will include in any of our trusts. In general, we will provide in the   
related prospectus supplement, among other items, the following information on  
the particular mortgage loans in one of our trusts:                             

o the total 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 range of each of those terms to maturity, and the weighted average
original and remaining terms to maturity of the mortgage loans;       

o loan-to-value ratios of the mortgage loans either at origination or as
      of a more recent date, or the range of those loan-to-value ratios, and the
weighted average of those loan-to-value ratios;                     

  o the mortgage interest rates of the mortgage loans, or the range of those
    mortgage interest rates, and the weighted average mortgage interest rate
of the mortgage loans;                                              

  o if any mortgage loans have adjustable mortgage interest rates, the index
      or indices upon which the adjustments are based, the adjustment dates, the
 range of gross margins and the weighted average gross margin, and any
      limits on mortgage interest rate adjustments at the time of any adjustment
and over the life of the loan;                                      

o information on the payment characteristics of the mortgage loans,     
including applicable prepayment restrictions;                       

  o debt service coverage ratios of the mortgage loans either at origination
    or as of a more recent date, or the range of those debt service coverage
   ratios, and the weighted average of those debt service coverage ratios;
and                                                                 

o the geographic distribution of the properties securing the mortgage   
loans on a state-by-state basis.                                    

 If we are unable to provide the specific information described above at
the time a series of offered certificates is initially offered, we will         
provide--                                                                       

o more general information in the related prospectus supplement, and    

o specific information in a report which will be filed with the SEC as  
      part of a Current Report on Form 8-K within 15 days following the issuance
of those certificates.                                              

   If any mortgage loan, or group of related mortgage loans, included in one
of our trusts represents a material concentration of credit risk, we will       
include in the related prospectus supplement financial statements or other      
financial information on the related real property or properties.               

MORTGAGE-BACKED SECURITIES                                                      

    The mortgage backed-securities underlying a series of offered certificates
may include:                                                                    

o mortgage participations, mortgage pass-through certificates,          
   collateralized mortgage obligations or other mortgage-backed securities
that are not insured or guaranteed by any governmental agency or    
instrumentality, or                                                 

 o certificates issued and/or insured or guaranteed by Freddie Mac, Fannie
 Mae, Ginnie Mae, Farmer Mac, or another federal or state governmental
agency or instrumentality.                                          

In addition, each of those mortgage-backed securities will directly or
indirectly evidence an interest in, or be secured by a pledge of, multifamily   
and/or commercial mortgage loans.                                               

Each mortgage-backed security included in one of our trusts--         

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 o will have been registered under the Securities Act of 1933, as amended,
or                                                                  

o will be exempt from the registration requirements of that Act, or     

o will have been held for at least the holding period specified in Rule 
144(k) under that Act, or                                           

o may otherwise be resold by us publicly without registration under that
Act.                                                                

   We will describe in the related prospectus supplement the characteristics
of the mortgage-backed securities that we will include in any of our trusts. In 
general, we will provide in the related prospectus supplement, among other      
items, the following information on the particular mortgage-backed securities   
included in one of our trusts:                                                  

o the initial and outstanding principal amount(s) and type of the       
securities;                                                         

  o the original and remaining term(s) to stated maturity of the securities;

o the pass-through or bond rate(s) of the securities or the formula for 
determining those rate(s);                                          

o the payment characteristics of the securities;                        

o the identity of the issuer(s), servicer(s) and trustee(s) for the     
securities;                                                         

o a description of the related credit support, if any;                  

o the type of mortgage loans underlying the securities;                 

 o the circumstances under which the related underlying mortgage loans, or
the securities themselves, may be purchased prior to maturity;      

o the terms and conditions for substituting mortgage loans backing the  
securities; and                                                     

 o the characteristics of any agreements or instruments providing interest
rate protection to the securities.                                  

With respect to any mortgage-backed security included in one of our   
trusts, we will provide in our reports filed under the Securities Exchange Act  
of 1934, as amended, the same information regarding the security as is provided 
by the issuer of the security in its own reports filed under that Act, if the   
security was publicly offered, or in the reports the issuer of the security     
provides to the related trustee, if the security was privately issued.          

SUBSTITUTION, ACQUISITION AND REMOVAL OF MORTGAGE ASSETS                        

If so specified in the related prospectus supplement, we or another   
specified person or entity may be permitted, at our or its option, but subject  
to the conditions specified in that prospectus supplement, to acquire from the  
related trust particular mortgage assets underlying a series of offered         
certificates in exchange for:                                                   

o cash that would be applied to pay down the principal balances of the  
certificates of that series; and/or                                 

o other mortgage loans or mortgage-backed securities that--             

    1. conform to the description of mortgage assets in this prospectus, and

   2. satisfy the criteria set forth in the related prospectus supplement.

  If so specified in the related prospectus supplement, the trustee may be
authorized or required to apply collections on the related mortgage assets to   
acquire new mortgage loans or mortgage-backed securities that--                 

    1. conform to the description of mortgage assets in this prospectus, and

   2. satisfy the criteria set forth in the related prospectus supplement.

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 No replacement of mortgage assets or acquisition of new mortgage assets
will be permitted if it would result in a qualification, downgrade or           
withdrawal of the then-current rating assigned by any rating agency to any      
class of affected offered certificates.                                         

Further, if so specified in the related prospectus supplement, a      
certificateholder of a series of certificates that includes offered             
certificates may exchange the certificates it holds for one or more of the      
mortgage loans or mortgage-backed securities constituting part of the mortgage  
pool underlying those certificates. We will describe in the related prospectus  
supplement the circumstances under which the exchange may occur.                

UNDELIVERED MORTGAGE ASSETS                                                     

    In general, the total outstanding principal balance of the mortgage assets
transferred by us to any particular trust will equal or exceed the initial      
total outstanding principal balance of the related series of certificates. In   
the event that the total outstanding principal balance of the related mortgage  
assets initially delivered by us to the related trustee is less than the        
initial total outstanding principal balance of any series of certificates, we   
may deposit or arrange for the deposit of cash or liquid investments on an      
interim basis with the related trustee to cover the shortfall. For 90 days      
following the date of initial issuance of that series of certificates, we will  
be entitled to obtain a release of the deposited cash or investments if we      
deliver or arrange for delivery of a corresponding amount of mortgage assets.   
If we fail, however, to deliver mortgage assets sufficient to make up the       
entire shortfall, any of the cash or, following liquidation, investments        
remaining on deposit with the related trustee will be used by the related       
trustee to pay down the total principal balance of the related series of        
certificates, as described in the related prospectus supplement.                

ACCOUNTS                                                                        

   The trust assets underlying a series of offered certificates will include
one or more accounts established and maintained on behalf of the holders. All   
payments and collections received or advanced on the mortgage assets and other  
trust assets will be deposited and held in those accounts. We will identify and 
describe those accounts, and will further describe the deposits to and          
withdrawals from those accounts, in the related prospectus supplement.          

CREDIT SUPPORT                                                                  

   The holders of any class of offered certificates may be the beneficiaries
of credit support designed to protect them partially or fully against all or    
particular defaults and losses on the related mortgage assets. The types of     
credit support that may benefit the holders of a class of offered certificates  
include:                                                                        

o the subordination or one or more other classes of certificates of the 
same series;                                                        

o a letter of credit;                                                   

o a surety bond;                                                        

o an insurance policy;                                                  

o a guarantee;                                                          

o a credit derivative; and/or                                           

o a reserve fund.                                                       

In the related prospectus supplement, we will describe the amount and 
types of any credit support benefiting the holders of a class of offered        
certificates.                                                                   

ARRANGEMENTS PROVIDING REINVESTMENT, INTEREST RATE AND CURRENCY RELATED         
PROTECTION                                                                      

The trust assets for a series of offered certificates may include     
guaranteed investment contracts in accordance with which moneys held in the     
funds and accounts established for that series will be invested at a specified  
rate. Those trust assets may also include:                                      

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o interest rate exchange agreements;                                    

o interest rate cap agreements;                                         

o interest rate floor agreements;                                       

o currency exchange agreements; or                                      

o other agreements or arrangements designed to reduce the effects of    
    interest rate or currency exchange rate fluctuations with respect to the
    related mortgage assets and one or more classes of offered certificates.

  In the related prospectus supplement, we will describe any agreements or
other arrangements designed to protect the holders of a class of offered        
certificates against shortfalls resulting from movements or fluctuations in     
interest rates or currency exchange rates. If applicable, we will also identify 
any obligor under the agreement or other arrangement.                           

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YIELD AND MATURITY CONSIDERATIONS 

GENERAL                                                                         

The yield on your offered certificates will depend on--               

o the price you paid for your offered certificates,                     

o the pass-through rate on your offered certificates,                   

o the amount and timing of payments on your offered certificates.       

The following discussion contemplates a trust established by us that  
consists only of mortgage loans. If one of our trusts also includes a           
mortgage-backed security, the payment terms of that security will soften or     
enhance the effects that the characteristics and behavior of mortgage loans     
backing that security can have on the yield to maturity and/or weighted average 
life of a class of offered certificates. If one of our trusts includes a        
mortgage-backed security, we will discuss in the related prospectus supplement  
the effect, if any, that the security may have on the yield to maturity and     
weighted average lives of the related offered certificates.                     

PASS-THROUGH RATE                                                               

A class of interest-bearing offered certificates may have a fixed,    
variable or adjustable pass-through rate. We will specify in the related        
prospectus supplement the pass-through rate for each class of interest-bearing  
offered certificates or, if the pass-through rate is variable or adjustable,    
the method of determining the pass-through rate.                                

PAYMENT DELAYS                                                                  

    There will be a delay between the date on which payments on the underlying
mortgage loans are due and the date on which those payments are passed through  
to you and other investors. That delay will reduce the yield that would         
otherwise be produced if those payments were passed through on your offered     
certificates on the same date that they were due.                               

YIELD AND PREPAYMENT CONSIDERATIONS                                             

    The yield to maturity on your offered certificates will be affected by the
rate of principal payments on the underlying mortgage loans and the allocation  
of those principal payments to reduce the principal balance or notional amount  
of your offered certificates. The rate of principal payments on those mortgage  
loans will be affected by the following:                                        

 o the amortization schedules of the mortgage loans, which may change from
     time to time to reflect, among other things, changes in mortgage interest
rates or partial prepayments of principal;                          

o the dates on which any balloon payments are due; and                  

o the rate of principal prepayments on the mortgage loans, including    
    voluntary prepayments by borrowers and involuntary prepayments resulting
from liquidations, casualties or purchases of mortgage loans.       

    Because the rate of principal prepayments on the mortgage loans underlying
your offered certificates will depend on future events and a variety of         
factors, we cannot give you any assurance as to that rate.                      

    The extent to which the yield to maturity of your offered certificates may
vary from your anticipated yield will depend upon--                             

  o whether you purchased your offered certificates at a discount or premium
and, if so, the extent of that discount or premium, and             

o when, and to what degree, payments of principal on the underlying     
  mortgage loans are applied or otherwise result in the reduction of the
principal balance or notional amount of your offered certificates.  

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If you purchase your offered certificates at a discount, you should   
consider the risk that a slower than anticipated rate of principal payments on  
the underlying mortgage loans could result in an actual yield to you that is    
lower than your anticipated yield. If you purchase your offered certificates at 
a premium, you should consider the risk that a faster than anticipated rate of  
principal payments on the underlying mortgage loans could result in an actual   
yield to you that is lower than your anticipated yield.                         

If your offered certificates entitle you to payments of interest, with
disproportionate, nominal or no payments of principal, you should consider that 
your yield will be extremely sensitive to prepayments on the underlying         
mortgage loans and, under some prepayment scenarios, may be negative.           

   If a class of offered certificates accrues interest on a notional amount,
that notional amount will, in general, either--                                 

  o be based on the principal balances of some or all of the mortgage assets
in the related trust, or                                            

  o equal the total principal balance of one or more of the other classes of
certificates of the same series.                                    

Accordingly, the yield on that class of certificates will be inversely related  
to, as applicable, the rate at which--                                          

  o payments and other collections of principal are received on the mortgage
  assets referred to in the first bullet point of the prior sentence, or

o payments are made in reduction of the total principal balance of the  
      class or classes of certificates referred to in the second bullet point of
the prior sentence.                                                 

 The extent of prepayments of principal of the mortgage loans underlying
your offered certificates may be affected by a number of factors, including:    

o the availability of mortgage credit;                                  

o the relative economic vitality of the area in which the related real  
properties are located;                                             

o the quality of management of the related real properties;             

o the servicing of the mortgage loans;                                  

o possible changes in tax laws; and                                     

o other opportunities for investment.                                   

In general, those factors that increase--                                       

  o the attractiveness of selling or refinancing a commercial or multifamily
property, or                                                        

o the likelihood of default under a commercial or multifamily mortgage  
loan,                                                               

would be expected to cause the rate of prepayment to accelerate. In contrast,   
those factors having an opposite effect would be expected to cause the rate of  
prepayment to slow.                                                             

The rate of principal payments on the mortgage loans underlying your  
offered certificates may also be affected by the existence and enforceability   
of prepayment restrictions, such as--                                           

o prepayment lock-out periods, and                                      

o requirements that voluntary principal prepayments be accompanied by   
prepayment premiums, fees or charges.                               

If enforceable, those provisions could constitute either an absolute            
prohibition, in the case of a prepayment lock-out period, or a disincentive, in 
the case of a prepayment premium, fee or charge, 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. As prevailing market interest                        

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rates decline, 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, the related borrowers may have an     
increased incentive to refinance for the following purposes:                    

o to convert to a fixed rate loan and thereby lock in that rate, or     

o to take advantage of a different index, margin or rate cap or floor on
another adjustable rate mortgage loan.                              

Subject to prevailing market interest rates and economic conditions   
generally, a borrower may sell a real property in order to--                    

o realize its equity in the property,                                   

o meet cash flow needs or                                               

o make other investments.                                               

Additionally, some borrowers may be motivated by federal and state tax
laws, which are subject to change, to sell their properties prior to the        
exhaustion of tax depreciation benefits.                                        

We make no representation as to--                                     

o the particular factors that will affect the prepayment of the mortgage
loans underlying any series of offered certificates,                

o the relative importance of those factors                              

o the percentage of the principal balance of those mortgage loans that  
will be paid as of any date, or                                     

o the overall rate of prepayment on those mortgage loans.               

WEIGHTED AVERAGE LIFE AND MATURITY                                              

 The rate at which principal payments are received on the mortgage loans
underlying any series of offered certificates will affect the ultimate maturity 
and the weighted average life of one or more classes of those certificates. In  
general, 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 that instrument is repaid to the investor.                      

   The weighted average life and maturity of a class of offered certificates
will be influenced by the rate at which principal on the underlying mortgage    
loans is paid to that class, whether in the form of--                           

o scheduled amortization, or                                            

o prepayments, including--                                              

1.  voluntary prepayments by borrowers, and                         

  2.  involuntary prepayments resulting from liquidations, casualties or
    condemnations and purchases of mortgage loans out of the related
trust.                                                      

  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 those loans. SPA represents 
an assumed variable rate of prepayment each month, expressed as an annual       
percentage, relative to the then outstanding principal balance of a pool of     
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 
those loans in the first month of the life of the loans and an additional 0.2%  
per annum in each month thereafter until the 30th month. Beginning in the 30th  
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.                  

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Neither CPR nor SPA nor any other prepayment model or assumption is 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. It is unlikely that the 
prepayment experience of the mortgage loans underlying your offered             
certificates will conform to any particular level of CPR or SPA.                

    In the prospectus supplement for a series of offered certificates, we will
include tables, if applicable, setting forth--                                  

o the projected weighted average life of each class of those offered    
certificates with principal balances, and                           

o the percentage of the initial total principal balance of each class of
    those offered certificates that would be outstanding on specified dates,

based on the assumptions stated in that prospectus supplement, including        
assumptions regarding prepayments on the underlying mortgage loans. Those       
tables and assumptions illustrate the sensitivity of the weighted average lives 
of those offered certificates to various assumed prepayment rates and are not   
intended to predict, or to provide information that will enable you to predict, 
the actual weighted average lives of your offered certificates.                 

OTHER FACTORS AFFECTING YIELD, WEIGHTED AVERAGE LIFE AND MATURITY               

Balloon Payments; Extensions of Maturity. Some or all of the mortgage 
loans underlying a series of offered certificates may require that balloon      
payments be made at maturity. The ability of a borrower to make a balloon       
payment typically will depend upon its ability either--                         

o to refinance the loan, or                                             

o to sell the related real property.                                    

If a borrower is unable to refinance or sell the related real property, there   
is a possibility that the borrower may default on the mortgage loan or that the 
maturity of the mortgage loan may be extended in connection with a workout. If  
a borrower defaults, recovery of proceeds may be delayed by--                   

o the bankruptcy of the borrower, or                                    

o adverse economic conditions in the market where the related real      
property is located.                                                

In order to minimize losses on defaulted mortgage loans, the related  
master servicer or special servicer may be authorized within prescribed limits  
to modify mortgage loans that are in default or as to which a payment default   
is reasonably foreseeable. Any defaulted balloon payment or modification that   
extends the maturity of a mortgage loan may delay payments of principal on your 
offered certificates and extend the weighted average life of your offered       
certificates.                                                                   

Negative Amortization. The weighted average life of a class of offered
certificates can be affected by mortgage loans that permit negative             
amortization to occur. Those are the mortgage loans that provide for the        
current payment of interest calculated at a rate lower than the rate at which   
interest accrues on the mortgage loan, with the unpaid portion of that interest 
being added to the related principal balance. Negative amortization most        
commonly occurs with respect to 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 interest rate;                          

  o provides that its scheduled payment will adjust less frequently than its
mortgage interest rate; or                                          

o provides for constant scheduled payments regardless of adjustments to 
its mortgage interest rate.                                         

  Negative amortization on one or more mortgage loans in any of our trusts
may result in negative amortization on a related class of offered certificates. 
We will describe in the related prospectus supplement, if applicable, the       
manner in which negative amortization with respect to the underlying mortgage   
loans is allocated among the respective classes of a series of offered          
certificates.                                                                   

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The portion of any mortgage loan negative amortization allocated to a 
class of offered certificates may result in a deferral of some or all of the    
interest payable on those certificates. Deferred interest may be added to the   
total principal balance of a class of offered certificates. In addition, an     
adjustable rate mortgage loan that permits negative amortization would be       
expected during a period of increasing interest rates to amortize, if at all,   
at a slower rate than if interest rates were declining or were remaining        
constant. This slower rate of mortgage loan amortization would be reflected in  
a slower rate of amortization for one or more classes of certificates of the    
related series. Accordingly, there may be an increase in the weighted average   
lives of those classes of certificates to which any mortgage loan negative      
amortization would be allocated or that would bear the effects of a slower rate 
of amortization of the underlying mortgage loans.                               

    The extent to which the yield on your offered certificates may be affected
by any negative amortization on the underlying mortgage loans will depend, in   
part, upon whether you purchase your offered certificates at a premium or a     
discount.                                                                       

  During a period of declining interest rates, the scheduled payment on an
adjustable rate mortgage loan may exceed the amount necessary to amortize the   
loan fully over its remaining amortization schedule and pay interest at the     
then applicable mortgage interest rate. The result is the accelerated           
amortization of the mortgage loan. The acceleration in amortization of a        
mortgage loan will shorten the weighted average lives of those classes of       
certificates that entitle their holders to a portion of the principal payments  
on the mortgage loan.                                                           

   Foreclosures and Payment Plans. The weighted average life of and yield on
your offered certificates will be affected by--                                 

o the number of foreclosures with respect to the underlying mortgage    
loans; and                                                          

  o the principal amount of the foreclosed mortgage loans in relation to the
  principal amount of those mortgage loans that are repaid in accordance
with their terms.                                                   

 Servicing decisions made with respect to the underlying 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 affect the payment patterns of particular mortgage loans and, as a result, 
the weighted average life of and yield on your offered certificates.            

 Losses and Shortfalls on the Mortgage Assets. The yield on your offered
certificates will directly depend on the extent to which you are required to    
bear the effects of any losses or shortfalls in collections on the underlying   
mortgage loans and the timing of those losses and shortfalls. In general, the   
earlier that you bear any loss or shortfall, the greater will be the negative   
effect on the yield of your offered certificates.                               

The amount of any losses or shortfalls in collections on the mortgage 
assets in any of our trusts will, to the extent not covered or offset by draws  
on any reserve fund or under any instrument of credit support, be allocated     
among the various classes of certificates of the related series in the priority 
and manner, and subject to the limitations, that we specify in the related      
prospectus supplement. As described in the related prospectus supplement, those 
allocations may be effected by the following:                                   

o a reduction in the entitlements to interest and/or the total principal
balances of one or more classes of certificates; and/or             

o the establishment of a priority of payments among classes of          
certificates.                                                       

   If you purchase subordinated certificates, the yield to maturity on those
certificates may be extremely sensitive to losses and shortfalls in collections 
on the underlying mortgage loans.                                               

  Additional Certificate Amortization. If your offered certificates have a
principal balance, then they entitle you to a specified portion of the          
principal payments received on the underlying mortgage loans. They may also     
entitle you to payments of principal from the following sources:                

o amounts attributable to interest accrued but not currently payable on 
one or more other classes of certificates of the applicable series; 

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 o interest received or advanced on the underlying mortgage assets that is
  in excess of the interest currently accrued on the certificates of the
applicable series;                                                  

o prepayment premiums, fees and charges, payments from equity           
   participations or any other amounts received on the underlying mortgage
assets that do not constitute interest or principal; or             

o any other amounts described in the related prospectus supplement.     

    The amortization of your offered certificates out of the sources described
in the prior paragraph would shorten their weighted average life and, if your   
offered certificates were purchased at a premium, reduce their yield to         
maturity.                                                                       

STRUCTURED ASSET SECURITIES CORPORATION 

 We were incorporated in Delaware on January 2, 1987. We were organized,
among other things, for the purposes of:                                        

 o acquiring mortgage loans, or interests in those loans, secured by first
or junior liens on commercial and multifamily real properties;      

  o acquiring mortgage-backed securities that evidence interests in mortgage
 loans that are secured by commercial and multifamily real properties;

o forming pools of mortgage loans and mortgage-backed securities; and   

o acting as depositor of one or more trusts formed to issue bonds,      
certificates of interest or other evidences of indebtedness that are
secured by or represent interests in, pools of mortgage loans and   
mortgage-backed securities.                                         

Our principal executive offices are located at 200 Vesey Street, New York, New  
York 10285. Our telephone number is 212-526-7000. There can be no assurance     
that at any particular time we will have any significant assets.                

DESCRIPTION OF THE CERTIFICATES 

GENERAL                                                                         

Each series of offered certificates, together with any non-offered    
certificates of the same series, will represent the entire beneficial ownership 
interest in a trust established by us. Each series of offered certificates will 
consist of one or more classes. Any non-offered certificates of that series     
will likewise consist of one or more classes.                                   

A series of certificates consists of all those certificates that--    

o have the same series designation;                                     

o were issued under the same Governing Document; and                    

o represent beneficial ownership interests in the same trust.           

    A class of certificates consists of all those certificates of a particular
series that--                                                                   

o have the same class designation; and                                  

o have the same payment terms.                                          

The respective classes of offered and non-offered certificates of any 
series may have a variety of payment terms. An offered certificate may entitle  
the holder to receive:                                                          

o a stated principal amount, which will be represented by its principal 
balance;                                                            

  o interest on a principal balance or notional amount, at a fixed, variable
or adjustable pass-through rate;                                    

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o specified, fixed or variable portions of the interest, principal or   
other amounts received on the related mortgage assets;              

 o payments of principal, with disproportionate, nominal or no payments of
interest;                                                           

o payments of interest, with disproportionate, nominal or no payments of
principal;                                                          

o payments of interest or principal that commence only as of a specified
      date or only after the occurrence of specified events, such as the payment
  in full of the interest and principal outstanding on one or more other
classes of certificates of the same series;                         

o payments of principal to be made, from time to time or for designated 
periods, at a rate that is--                                        

1.  faster and, in some cases, substantially faster, or             

2.  slower and, in some cases, substantially slower,                

than the rate at which payments or other collections of principal are 
received on the related mortgage assets;                              

  o payments of principal to be made, subject to available funds, based on a
specified principal payment schedule or other methodology; or       

o payments of all or part of the prepayment or repayment premiums, fees 
and charges, equity participations payments or other similar items  
received on the related mortgage assets.                            

  Any class of offered certificates may be senior or subordinate to one or
more other classes of certificates of the same series, including a non-offered  
class of certificates of that series, for purposes of some or all payments      
and/or allocations of losses or other shortfalls.                               

    A class of offered certificates may have two or more component parts, each
having characteristics that are described in this prospectus as being           
attributable to separate and distinct classes. For example, a class of offered  
certificates may have a total principal balance on which it accrues interest at 
a fixed, variable or adjustable rate. That class of offered certificates may    
also accrue interest on a total notional amount at a different fixed, variable  
or adjustable rate. In addition, a class of offered certificates may accrue     
interest on one portion of its total principal balance or notional amount at    
one fixed, variable or adjustable rate and on another portion of its total      
principal balance or notional amount at a different fixed, variable or          
adjustable rate.                                                                

    Each class of offered certificates will be issued in minimum denominations
corresponding to specified principal balances, notional amounts or percentage   
interests, as described in the related prospectus supplement. A class of        
offered certificates may be issued in fully registered, definitive form and     
evidenced by physical certificates or may be issued in book-entry form through  
the facilities of The Depository Trust Company. Offered certificates held 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, except for any tax or other governmental charge 
payable in connection with the transfer or exchange. Interests in offered       
certificates held in book-entry form will be transferred on the book-entry      
records of DTC and its participating organizations. If we so specify in the     
related prospectus supplement, we will arrange for clearance and settlement     
through Clearstream Banking, societe anonyme or the Euroclear System, for so    
long as they are participants in DTC.                                           

PAYMENTS ON THE CERTIFICATES                                                    

  General. Payments on a series of offered certificates may occur monthly,
bi-monthly, quarterly, semi-annually, annually or at any other specified        
interval. In the prospectus supplement for each series of offered certificates, 
we will identify:                                                               

o the periodic payment date for that series, and                        

o the record date as of which certificateholders entitled to payments on
any particular payment date will be established.                    

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All payments with respect to a class of offered certificates on any   
payment date will be allocated pro rata among the outstanding certificates of   
that class in proportion to the respective principal balances, notional amounts 
or percentage interests, as the case may be, of those certificates. Payments on 
an offered certificate will be made to the holder entitled thereto either--     

o by wire transfer of immediately available funds to the account of that
      holder at a bank or similar entity, provided that the holder has furnished
    the party making the payments with wiring instructions no later than the
      applicable record date and has satisfied any other conditions specified in
the related prospectus supplement, or                               

o by check mailed to the address of that holder as it appears in the    
certificate register, in all other cases.                           

    In general, the final payment on any offered certificate will be made only
upon presentation and surrender of that certificate at the location specified   
to the holder in notice of final payment.                                       

Payments of Interest. In the case of each class of interest-bearing   
offered certificates, interest will accrue from time to time, at the applicable 
pass-through rate and in accordance with the applicable interest accrual        
method, on the total outstanding principal balance or notional amount of that   
class.                                                                          

    The pass-through rate for a class of interest-bearing offered certificates
may be fixed, variable or adjustable. We will specify in the related prospectus 
supplement the pass-through rate for each class of interest-bearing offered     
certificates or, in the case of a variable or adjustable pass-through rate, the 
method for determining that pass-through rate.                                  

  Interest may accrue with respect to any offered certificate on the basis
of:                                                                             

o a 360-day year consisting of 12 30-day months,                        

 o the actual number of days elapsed during each relevant period in a year
assumed to consist of 360 days,                                     

o the actual number of days elapsed during each relevant period in a    
normal calendar year, or                                            

o any other method identified in the related prospectus supplement.     

We will identify the interest accrual method for each class of offered
certificates in the related prospectus supplement.                              

 Subject to available funds and any adjustments to interest entitlements
described in the related prospectus supplement, accrued interest with respect   
to each class of interest-bearing offered certificates will normally be payable 
on each payment date. However, in the case of some classes of interest-bearing  
offered certificates, payments of accrued interest will only begin on a         
particular payment date or under the circumstances described in the related     
prospectus supplement. Prior to that time, the amount of accrued interest       
otherwise payable on that class will be added to its total principal balance on 
each date or otherwise deferred as described in the related prospectus          
supplement.                                                                     

 If a class of offered certificates accrues interest on a total notional
amount, that total notional amount, in general, will be either:                 

o based on the principal balances of some or all of the related mortgage
assets; or                                                          

o equal to the total principal balances of one or more other classes of 
certificates of the same series.                                    

Reference to the notional amount of any certificate is solely for     
convenience in making calculations of interest and does not represent the right 
to receive any payments of principal.                                           

   We will describe in the related prospectus supplement the extent to which
the amount of accrued interest that is payable on, or that may be added to the  
total principal balance of, a class of interest-bearing offered certificates    
may be reduced as a result of any contingencies, including shortfalls in        
interest collections due to prepayments, delinquencies, losses and deferred     
interest on the related mortgage assets.                                        

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Payments of Principal. An offered certificate may or may not have a   
principal balance. If it does, that principal balance outstanding from time to  
time will represent the maximum amount that the holder of that certificate will 
be entitled to receive as principal out of the future cash flow on the related  
mortgage assets and the other related trust assets.                             

The total outstanding principal balance of any class of offered       
certificates will be reduced by--                                               

o payments of principal actually made to the holders of that class, and 

o if and to the extent that we so specify in the related prospectus     
   supplement, losses of principal on the related mortgage assets that are
allocated to or are required to be borne by that class.             

    A class of interest-bearing offered certificates may provide that payments
of accrued interest will only begin on a particular payment date or under the   
circumstances described in the related prospectus supplement. If so, the total  
outstanding principal balance of that class may be increased by the amount of   
any interest accrued, but not currently payable, on that class.                 

We will describe in the related prospectus supplement any other       
adjustments to the total outstanding principal balance of a class of offered    
certificates.                                                                   

    Unless we so state in the related prospectus supplement, the initial total
principal balance of all classes of a series will not be greater than the total 
outstanding principal balance of the related mortgage assets transferred by us  
to the related trust. We will specify the expected initial total principal      
balance of each class of offered certificates in the related prospectus         
supplement.                                                                     

  The payments of principal to be made on a series of offered certificates
from time to time will, in general, be a function of the payments, other        
collections and advances received or made with respect to the related           
prospectus supplement. Payments of principal on a series of offered             
certificates may also be made from the following sources:                       

o amounts attributable to interest accrued but not currently payable on 
one or more other classes of certificates of the applicable series; 

 o interest received or advanced on the underlying mortgage assets that is
  in excess of the interest currently accrued on the certificates of the
applicable series;                                                  

o prepayment premiums, fees and charges, payments from equity           
   participations or any other amounts received on the underlying mortgage
assets that do not constitute interest or principal; or             

o any other amounts described in the related prospectus supplement.     

We will describe in the related prospectus supplement the principal   
entitlement of each class of offered certificates on each payment date.         

ALLOCATION OF LOSSES AND SHORTFALLS                                             

  If and to the extent that any losses or shortfalls in collections on the
mortgage assets in any of our trusts are not covered or offset by delinquency   
advances or draws on any reserve fund or under any instrument of credit         
support, they will be allocated among the various 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, the allocations may be effected as follows:              

o by reducing the entitlements to interest and/or the total principal   
balances of one or more of those classes; and/or                    

o by establishing a priority of payments among those classes.           

See "Description of Credit Support."                                  

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ADVANCES                                                                        

    If any trust established by us includes mortgage loans, then as and to the
extent described in the related prospectus supplement, the related master       
servicer, the related special servicer, the related trustee, any related        
provider of credit support and/or any other specified person may be obligated   
to make, or may have the option of making, advances with respect to those       
mortgage loans to cover--                                                       

o delinquent payments of principal and/or interest, other than balloon  
payments,                                                           

o property protection expenses,                                         

o other servicing expenses, or                                          

o any other items specified in the related prospectus supplement.       

If there are any limitations with respect to a party's advancing      
obligations, we will discuss those limitations in the related prospectus        
supplement.                                                                     

    Advances are intended to maintain a regular flow of scheduled interest and
principal payments to certificateholders. Advances are not a guarantee against  
losses. The advancing party will be entitled to recover all of its advances out 
of--                                                                            

o subsequent recoveries on the related mortgage loans, including amounts
drawn under any fund or instrument constituting credit support, and 

o any other specific sources identified in the related prospectus       
supplement.                                                         

If and to the extent that we so specify in the related prospectus     
supplement, any entity making advances will be entitled to receive interest on  
some or all of those advances for a specified period during which they are      
outstanding at the rate specified in that prospectus supplement. That entity    
may be entitled to payment of interest on its outstanding advances--            

o periodically from general collections on the mortgage assets in the   
related trust, prior to any payment to the related series of        
certificateholders, or                                              

o at any other times and from any sources as we may describe in the     
related prospectus supplement.                                      

If any trust established by us includes mortgage-backed securities, we
will discuss in the related prospectus supplement any comparable advancing      
obligations with respect to those securities or the mortgage loans that back    
them.                                                                           

REPORTS TO CERTIFICATEHOLDERS                                                   

On or about each payment date, the related master servicer, manager or
trustee will forward to each offered certificateholder a statement              
substantially in the form, or specifying the information, set forth in the      
related prospectus supplement. In general, that statement will include          
information regarding--                                                         

o the payments made on that payment date with respect to the applicable 
class of offered certificates, and                                  

o the recent performance of the mortgage assets.                        

 Within a reasonable period of time after the end of each calendar year,
the related master servicer, manager or trustee, 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 a statement containing information regarding 
the principal, interest and other amounts paid on the applicable class of       
offered certificates, aggregated for--                                          

o that calendar year, or                                                

  o the applicable portion of that calendar year during which the person was
a certificateholder.                                                

The obligation to provide that annual statement will be deemed to have been     
satisfied by the related master servicer, manager or trustee, as the case may   
be, to the extent that substantially comparable information is provided in      
accordance with any requirements of the Internal Revenue Code of 1986.          

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  If one of our trusts includes mortgage-backed securities, the ability of
the related master servicer, manager or trustee, as the case may be, to include 
in any payment date statement information regarding the mortgage loans that     
back those securities will depend on comparable reports being received with     
respect to them.                                                                

VOTING RIGHTS                                                                   

 Voting rights will be allocated among the respective classes of offered
and non-offered certificates of each series in the manner described in the      
related prospectus supplement. Certificateholders will generally not have a     
right to vote, except--                                                         

o with respect to those amendments to the governing documents described 
under "Description of the Governing Documents -- Amendment", or     

o as otherwise specified in this prospectus or in the related prospectus
supplement.                                                         

  As and to the extent described in the related prospectus supplement, the
certificateholders entitled to a specified amount of the voting rights for a    
particular series will have the right to act as a group to remove or replace    
the related trustee, master servicer, special servicer or manager. In general,  
that removal or replacement must be for cause. We will identify exceptions in   
the related prospectus supplement.                                              

TERMINATION                                                                     

    The trust for each series of offered certificates will terminate and cease
to exist following:                                                             

o the final payment or other liquidation of the last mortgage asset in  
that trust; and                                                     

  o the payment, or provision for payment, to the certificateholders of that
series of all amounts required to be paid to them.                  

 Written notice of termination of a trust will be given to each affected
certificateholder. The final payment will be made only upon presentation and    
surrender of the certificates of the related series at the location to be       
specified in the notice of termination.                                         

If we so specify in the related prospectus supplement, one or more    
designated parties will be entitled to purchase all of the mortgage assets      
underlying a series of offered certificates, thereby effecting early retirement 
of the certificates and early termination of the related trust. We will         
describe in the related prospectus supplement the circumstances under which     
that purchase may occur.                                                        

If we so specify in the related prospectus supplement, one or more    
certificateholders will be entitiled to exchange all of the certificates of a   
particular series for all of the mortgage assets underlying that series,        
thereby effecting early termination of the related trust. We will describe in   
the related prospectus supplement the circumstances under which that exchange   
may occur.                                                                      

  In addition, if we so specify in the related prospectus supplement, on a
specified date or upon the reduction of the total principal balance of a        
specified class or classes of certificates by a specified percentage or amount, 
a party designated in the related prospectus supplement may be authorized or    
required to solicit bids for the purchase of all the mortgage assets of the     
related trust or of a sufficient portion of the mortgage assets to retire that  
class or those classes of certificates. The solicitation of bids must be        
conducted in a commercially reasonable manner, and assets will, in general, be  
sold at their fair market value. If the fair market value of the mortgage       
assets being sold is less than their unpaid balance, then the                   
certificateholders of one or more classes of certificates may receive an amount 
less than the total principal balance of, and accrued and unpaid interest on,   
their certificates.                                                             

BOOK-ENTRY REGISTRATION                                                         

General. Any class of offered certificates may be issued in book-entry
form through the facilities of DTC. If so, that class will be represented by    
one or more global certificates registered in the name of DTC                   

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or its nominee. If we so specify in the related prospectus supplement, we will  
arrange for clearance and settlement through the Euroclear System or            
Clearstream Banking, societe anonyme, for so long as they are participants in   
DTC.                                                                            

DTC, Euroclear and Clearstream. DTC is:                               

o a limited-purpose trust company organized under the New York Banking  
Law,                                                                

 o a "banking corporation" within the meaning of the New York Banking Law,

o a member of the Federal Reserve System,                               

o a "clearing corporation" within the meaning of the New York Uniform   
Commercial Code, and                                                

o a "clearing agency" registered under the provisions of Section 17A of 
the Securities Exchange Act of 1934, as amended.                    

   DTC was created to hold securities for participants in the DTC system and
to facilitate the clearance and settlement of securities transactions between   
those participants through electronic computerized book-entry changes in their  
accounts, thereby eliminating the need for physical movement of securities      
certificates. Organizations that maintain accounts with DTC include securities  
brokers and dealers, banks, trust companies and clearing corporations and may   
include other organizations. DTC is owned by a number of its participating      
organizations and by the New York Stock Exchange, Inc., the American Stock      
Exchange, Inc. and the National Association of Securities Dealers, Inc. Access  
to the DTC system is also available to others such as banks, brokers, dealers   
and trust companies that directly or indirectly clear through or maintain a     
custodial relationship with one of the organizations that maintains an account  
with DTC. The rules applicable to DTC and its participating organizations are   
on file with the SEC.                                                           

It is our understanding that Clearstream Banking, societe anonyme, was
incorporated in 1970 as "Cedel S.A.," a company with limited liability under    
the laws of Luxembourg. Cedel S.A. subsequently changed its name to Cedelbank.  
On January 10, 2000, Cedelbank's parent company, Cedel International, societe   
anonyme merged its clearing, settlement and custody business with that of       
Deutsche Borse Clearing AG. The merger involved the transfer by Cedel           
International of substantially all of its assets and liabilities, including its 
shares in Cedelbank, to a new Luxembourg company, New Cedel International,      
societe anonyme. New Cedel International is 50% owned by Cedel International    
and 50% by Deutsche Borse AG, the parent of Deutsche Borse Clearing AG. The     
shareholders of these two entities are recognized financial institutions around 
the world, including underwriters, securities brokers and dealers, banks, trust 
companies and clearing corporations. On January 18, 2000, Cedelbank was renamed 
Clearstream Banking, societe anonyme. Clearstream holds securities for its      
member organizations and facilitates the clearance and settlement of securities 
transactions between its member organizations through electronic book-entry     
changes in accounts of those organizations, thereby eliminating the need for    
physical movement of certificates. Transactions may be settled in Clearstream   
in any of 40 currencies, including United States dollars. Clearstream provides  
to its member organizations, among other things, services for safekeeping,      
administration, clearance and settlement of internationally traded securities   
and securities lending and borrowing. Clearstream interfaces with domestic      
securities markets in over 30 countries through established depository and      
custodial relationships. Clearstream is registered as a bank in Luxembourg. It  
is subject to regulation by the Commission de Surveillance du Secteur           
Financier, which supervises Luxembourg banks. Clearstream's customers are       
world-wide financial institutions including underwriters, securities brokers    
and dealers, banks, trust companies and clearing corporations. Clearstream's    
U.S. customers are limited to securities brokers and dealers, and banks.        
Currently, Clearstream has approximately 2,000 customers located in over 80     
countries, including all major European countries, Canada and the United        
States. Indirect access to Clearstream is available to other institutions that  
clear through or maintain a custodial relationship with an account holder of    
Clearstream. Clearstream and Euroclear have established an electronic bridge    
between their two systems across which their respective participants may settle 
trades with each other.                                                         

It is our understanding that Euroclear was founded in December 1968 to
hold securities for its member organizations and to clear and settle            
transactions between its member organizations through                           

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simultaneous electronic book-entry delivery against payment, thereby            
eliminating the need for physical movement of certificates and any risk from    
lack of simultaneous transfers of securities and cash. Over 150,000 different   
securities are accepted for settlement through Euroclear, the majority of which 
are domestic securities from over 30 markets. Transactions may be settled in    
Euroclear in any of over 40 currencies, including United States dollars. The    
Euroclear system includes various other services, including securities lending  
and borrowing and interfaces with domestic markets in several countries         
generally similar to the arrangements for cross-market transfers with DTC       
described below in this "-- Book-Entry Registration" section. Euroclear is      
operated by Euroclear Bank S.A./N.V., as Euroclear Operator, under a license    
agreement with Euroclear Clearance System Public Limited Company. The Euroclear 
Operator is regulated and examined by the Belgian Banking and Finance           
Commission and the National Bank of Belgium. All operations are conducted by    
the Euroclear Operator, and all Euroclear securities clearance accounts and     
Euroclear cash accounts are accounts with the Euroclear Operator, not Euroclear 
Clearance System. Indirect access to the Euroclear system is also available to  
other firms that clear through or maintain a custodial relationship with a      
member organization of Euroclear, either directly or indirectly. Euroclear and  
Clearstream have established an electronic bridge between their two systems     
across which their respective participants may settle trades with each other.   

Securities clearance accounts and cash accounts with the Euroclear    
Operator are governed by the Euroclear Terms and Conditions. The Euroclear      
Terms and Conditions govern transfers of securities and cash within the         
Euroclear system, withdrawal of securities and cash from the Euroclear system,  
and receipts of payments with respect to securities in the Euroclear system.    
All securities in the Euroclear system are held on a fungible basis without     
attribution of specific securities to specific securities clearance accounts.   
The Euroclear Operator acts under the Euroclear Terms and Conditions only on    
behalf of member organizations of Euroclear and has no record of or             
relationship with persons holding through those member organizations.           

The information in this prospectus concerning DTC, Euroclear and      
Clearstream, and their book-entry systems, has been obtained from sources       
believed to be reliable, but we do not take any responsibility for the accuracy 
or completeness of that information.                                            

   Holding and Transferring Book-Entry Certificates. Purchases of book-entry
certificates under the DTC system must be made by or through, and will be       
recorded on the records of, the Financial Intermediary that maintains the       
beneficial owner's account for that purpose. In turn, the Financial             
Intermediary's ownership of those certificates will be recorded on the records  
of DTC or, alternatively, if the Financial Intermediary does not maintain an    
account with DTC, on the records of a participating firm that acts as agent for 
the Financial Intermediary, whose interest will in turn be recorded on the      
records of DTC. A beneficial owner of book-entry certificates must rely on the  
foregoing procedures to evidence its beneficial ownership of those              
certificates. DTC has no knowledge of the actual beneficial owners of the       
book-entry certificates. DTC's records reflect only the identity of the direct  
participants to whose accounts those certificates are credited, which may or    
may not be the actual beneficial owners. The participants in the DTC system     
will remain responsible for keeping account of their holdings on behalf of      
their customers.                                                                

  Transfers between participants in the DTC system will be effected in the
ordinary manner in accordance with DTC's rules and will be settled in same-day  
funds. Transfers between direct account holders at Euroclear and Clearstream,   
or between persons or entities participating indirectly in Euroclear or         
Clearstream, will be effected in the ordinary manner in accordance with their   
respective procedures and in accordance with DTC's rules.                       

Cross-market transfers between direct participants in DTC, on the one 
hand, and member organizations at Euroclear or Clearstream, on the other, will  
be effected through DTC in accordance with DTC's rules and the rules of         
Euroclear or Clearstream, as applicable. These cross-market transactions will   
require, among other things, delivery of instructions by the applicable member  
organization to Euroclear or Clearstream, as the case may be, in accordance     
with the rules and procedures and within deadlines, Brussels time, established  
in Euroclear or Clearstream, as the case may be. If the transaction complies    
with all relevant requirements, Euroclear or Clearstream, as the case may be,   
will then deliver instructions to its depositary to take action to effect final 
settlement on its behalf.                                                       

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Because of time-zone differences, the securities account of a member  
organization of Euroclear or Clearstream purchasing an interest in a global     
certificate from a DTC participant that is not a member organization, will be   
credited during the securities settlement processing day, which must be a       
business day for Euroclear or Clearstream, as the case may be, immediately      
following the DTC settlement date. Transactions in interests in a book-entry    
certificate settled during any securities settlement processing day will be     
reported to the relevant member organization of Euroclear or Clearstream on the 
same day. Cash received in Euroclear or Clearstream as a result of sales of     
interests in a book-entry certificate by or through a member organization of    
Euroclear or Clearstream, as the case may be, to a DTC participant that is not  
a member organization will be received with value on the DTC settlement date,   
but will not be available in the relevant Euroclear or Clearstream cash account 
until the business day following settlement in DTC. The related prospectus      
supplement will contain additional information regarding clearance and          
settlement procedures for the book-entry certificates and with respect to tax   
documentation procedures relating to the book-entry certificates.               

    Conveyance of notices and other communications by DTC to DTC participants,
and by DTC participants to Financial Intermediaries and beneficial owners, will 
be governed by arrangements among them, subject to any statutory or regulatory  
requirements as may be in effect from time to time.                             

Payments on the book-entry certificates will be made to DTC. DTC's    
practice is to credit DTC participants' accounts on the related payment date in 
accordance with their respective holdings shown on DTC's records, unless DTC    
has reason to believe that it will not receive payment on that date.            
Disbursement of those payments by DTC participants to Financial Intermediaries  
and beneficial owners will be--                                                 

o 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                                      

o the sole responsibility of each of those DTC participants, subject to 
 any statutory or regulatory requirements in effect from time to time.

 Under a book-entry system, beneficial owners may receive payments after
the related payment date.                                                       

    The only "certificateholder" of book-entry certificates will be DTC or its
nominee. Parties to the governing documents for any series of offered           
certificates need not recognize beneficial owners of book-entry certificates as 
"certificateholders." The beneficial owners of book-entry certificates will be  
permitted to exercise the rights of "certificateholders" only indirectly        
through the DTC participants, 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" only at the direction of one or more DTC participants. DTC  
may take conflicting actions with respect to the book-entry certificates to the 
extent that those actions are taken on behalf of Financial Intermediaries whose 
holdings include those certificates.                                            

    Because DTC can act only on behalf of DTC participants, who in turn act on
behalf of Financial Intermediaries and beneficial owners of the applicable      
book-entry securities, the ability of a beneficial owner to pledge its interest 
in a class of book-entry certificates to persons or entities that do not        
participate in the DTC system, or otherwise to take actions with respect to its 
interest in a class of book-entry certificates, may be limited due to the lack  
of a physical certificate evidencing that interest.                             

 Issuance of Definitive Certificates. Unless we specify otherwise in the
related prospectus supplement, beneficial owners of affected offered            
certificates initially issued in book-entry form will not be able to obtain     
physical certificates that represent those offered certificates, unless:        

o we advise the related trustee in writing that DTC is no longer willing
 or able to discharge properly its responsibilities as depository with
respect to those offered certificates and we are unable to locate a 
qualified successor; or                                             

 o we elect, at our option, to terminate the book-entry system through DTC
with respect to those offered certificates.                         

Upon the occurrence of either of the two events described in the prior
paragraph, the trustee or other designated party will be required to notify all 
DTC participants, through DTC, of the availability of                           

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physical certificates with respect to the affected offered certificates. Upon   
surrender by DTC of the certificate or certificates representing a class of     
book-entry offered certificates, together with instructions for registration,   
the related trustee or other designated party will be required to issue to the  
beneficial owners identified in those instructions physical certificates        
representing those offered certificates.                                        

DESCRIPTION OF THE GOVERNING DOCUMENTS  

GENERAL                                                                         

   The "Governing Document" for purposes of issuing the offered certificates
of each series will be a pooling and servicing agreement or other similar       
agreement or collection of agreements. In general, the parties to the Governing 
Document for a series of offered certificates will include us, a trustee, a     
master servicer and a special servicer. However, if the related trust assets    
include mortgage-backed securities, the Governing Document may include a        
manager as a party, but may not include a master servicer, special servicer or  
other servicer as a party. We will identify in the related prospectus           
supplement the parties to the Governing Document for a series of offered        
certificates.                                                                   

  If we so specify in the related prospectus supplement, a party from whom
we acquire mortgage assets or one of its affiliates may perform the functions   
of master servicer, special servicer or manager for the trust to which we       
transfer those assets. If we so specify in the related prospectus supplement,   
the same person or entity may act as both master servicer and special servicer  
for one of our trusts.                                                          

   Any party to the Governing Document for a series of offered certificates,
or any of its affiliates, may own certificates issued thereunder. However,      
except in limited circumstances, including with respect to required consents to 
amendments to the Governing Document for a series of offered certificates,      
certificates that are held by the related master servicer, special servicer or  
manager 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 the Governing Document for each series of offered certificates    
will vary depending upon the nature of the certificates to be issued thereunder 
and the nature of the related trust assets. The following summaries describe    
select provisions that may appear in the Governing Document for each series of  
offered certificates. The prospectus supplement for each series of offered      
certificates will provide material additional information regarding the         
Governing Document for that series. The summaries in this prospectus do not     
purport to be complete, and you should refer to the provisions of the Governing 
Document for your offered certificates and, further, to the description of      
those provisions in the related prospectus supplement. We will provide a copy   
of the Governing Document, exclusive of exhibits, that relates to your offered  
certificates, without charge, upon written request addressed to our principal   
executive offices specified under "Structured Asset Securities Corporation."    

ASSIGNMENT OF MORTGAGE ASSETS                                                   

   At the time of initial issuance of any series of offered certificates, we
will assign or cause to be assigned to the designated trustee the mortgage      
assets and any other assets to be included in the related trust. We will        
specify in the related prospectus all material documents to be delivered, and   
all other material actions to be taken, by us or any prior holder of the        
related mortgage assets in connection with that assignment. We will also        
specify in the related prospectus supplement any remedies available to the      
related certificateholders, or the related trustee on their behalf, in the      
event that any of those material documents are not delivered or any of those    
other material actions are not taken as required. Concurrently with that        
assignment, the related trustee will deliver to us or our designee the          
certificates of that series in exchange for the mortgage assets and the other   
assets to be included in the related trust.                                     

   Each mortgage asset included in one of our trusts will be identified in a
schedule appearing as an exhibit to the related Governing Document. That        
schedule generally will include detailed information about each mortgage asset  
transferred to the related trust, including:                                    

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o in the case of a mortgage loan--                                      

1.  the address of the related real property,                       

    2.  the mortgage interest rate and, if applicable, the applicable index,
gross margin, adjustment date and any rate cap information, 

3.  the remaining term to maturity,                                 

  4.  if the mortgage loan is a balloon loan, the remaining amortization
term, and                                                   

5.  the outstanding principal balance; and                          

o in the case of a mortgage-backed security--                           

1.  the outstanding principal balance, and                          

2.  the pass-through rate or coupon rate.                           

REPRESENTATIONS AND WARRANTIES WITH RESPECT TO MORTGAGE ASSETS                  

  Unless we state otherwise in the prospectus supplement for any series of
offered certificates, we will, with respect to each mortgage asset in the       
related trust, make or assign, or cause to be made or assigned, a limited set   
of representations and warranties covering, by way of example:                  

  o the accuracy of the information set forth for each mortgage asset on the
schedule of mortgage assets appearing as an exhibit to the Governing
Document for that series;                                           

  o the warranting party's title to each mortgage asset and the authority of
the warranting party to sell that mortgage asset; and               

o in the case of a mortgage loan--                                      

1.  the enforceability of the related mortgage note and mortgage,   

  2.  the existence of title insurance insuring the lien priority of the
related mortgage, and                                       

3.  the payment status of the mortgage loan.                        

  We will identify the warranting party, and give a more complete sampling
of the representations and warranties made thereby, in the related prospectus   
supplement. We will also specify in the related prospectus supplement any       
remedies against the warranting party available to the related                  
certificateholders, or the related trustee on their behalf, in the event of a   
breach of any of those representations and warranties. In most cases, the       
warranting party will be a prior holder of the particular mortgage assets.      

COLLECTION AND OTHER SERVICING PROCEDURES WITH RESPECT TO MORTGAGE LOANS        

    The Governing Document for each series of offered certificates will govern
the servicing and administration of any mortgage loans included in the related  
trust.                                                                          

   In general, the related master servicer and special servicer, directly or
through sub-servicers, will be obligated to service and administer for the      
benefit of the related certificateholders the mortgage loans in any of our      
trusts. The master servicer and the special servicer will be required to        
service and administer those mortgage loans in accordance with applicable law   
and, further, in accordance with the terms of the related Governing Document,   
the mortgage loans themselves and any instrument of credit support included in  
that trust. 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 that 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 for one of our trusts will be required to make reasonable      
efforts to collect all payments called for under the terms and provisions of    
the related mortgage loans that it services. In general, each of the master     
servicer and the special servicer for one of our trusts will be obligated to    
follow those collection procedures as are                                       

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consistent with the servicing standard set forth in the related Governing       
Document. Consistent with the foregoing, the master servicer and the special    
servicer will each be permitted, in its discretion, to waive any default        
interest or late payment charge in connection with collecting a late payment on 
any defaulted mortgage loan.                                                    

The master servicer and/or the special servicer for one or our trusts,
directly or through sub-servicers, will also be required to perform various     
other customary functions of a servicer of comparable loans, including:         

o maintaining escrow or impound accounts for the payment of taxes,      
insurance premiums, ground rents and similar items, or otherwise    
monitoring the timely payment of those items;                       

o ensuring that the related properties are properly insured;            

o attempting to collect delinquent payments;                            

o supervising foreclosures;                                             

o negotiating modifications;                                            

o responding to borrower requests for partial releases of the encumbered
 property, easements, consents to alteration or demolition and similar
matters;                                                            

o protecting the interests of certificateholders with respect to senior 
lienholders;                                                        

o conducting inspections of the related real properties on a periodic or
other basis;                                                        

o collecting and evaluating financial statements for the related real   
properties;                                                         

o managing or overseeing the management of real properties acquired on  
   behalf of the trust through foreclosure, deed-in-lieu of foreclosure or
otherwise; and                                                      

o maintaining servicing records relating to mortgage loans in the trust.

   We will specify in the related prospectus supplement when, and the extent
to which, servicing of a mortgage loan is to be transferred from a master       
servicer to a special servicer. In general, a special servicer for any of our   
trusts will be responsible for the servicing and administration of:             

  o mortgage loans that are delinquent with respect to a specified number of
scheduled payments;                                                 

o mortgage loans as to which there is a material non-monetary default;  

o mortgage loans as to which the related borrower has--                 

     1.  entered into or consented to bankruptcy, appointment of a receiver or
conservator or similar insolvency proceeding, or            

   2.  become the subject of a decree or order for such a proceeding which
         has remained in force undischarged or unstayed for a specified number
of days; and                                                

 o real properties acquired as part of the trust with respect to defaulted
mortgage loans.                                                     

    The related Governing Document may also may provide that if a default on a
mortgage loan in the related trust 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 that mortgage    
loan, in whole or in part, to the related special servicer. When the            
circumstances no longer warrant a special servicer's continuing to service a    
particular mortgage loan, such as when the related borrower is paying in        
accordance with the forbearance arrangement entered into between the special    
servicer and that borrower, the master servicer will generally resume the       
servicing duties with respect to the particular mortgage loan.                  

    A borrower's failure to make required mortgage loan payments may mean that
operating income from the related real property is insufficient to service the  
mortgage debt, or may reflect the diversion of that income from the servicing   
of the mortgage debt. In addition, a borrower that is unable to make            

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mortgage loan payments may also be unable to make timely payment of taxes and   
otherwise to maintain and insure the related real property. In general, with    
respect to each series of offered certificates, the related special servicer    
will be required to monitor any mortgage loan in the related trust 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    
real property, initiate corrective action in cooperation with the mortgagor if  
cure is likely, inspect the related real property and take any other actions as 
it deems necessary and appropriate. A significant period of time may elapse     
before a special servicer is able to assess the success of any corrective       
action or the need for additional initiatives. The time within which a special  
servicer can--                                                                  

o make the initial determination of appropriate action,                 

o evaluate the success of corrective action,                            

o develop additional initiatives,                                       

o institute foreclosure proceedings and actually foreclose, or          

o accept a deed to a real property in lieu of foreclosure, on behalf of 
the certificateholders of the related series,                       

may vary considerably depending on the particular mortgage loan, the related    
real property, the borrower, the presence of an acceptable party to assume the  
mortgage loan and the laws of the jurisdiction in which the related real        
property is located. If a borrower files a bankruptcy petition, the special     
servicer may not be permitted to accelerate the maturity of the defaulted loan  
or to foreclose on the related real property for a considerable period of time. 
See "Legal Aspects of Mortgage Loans -- Bankruptcy Laws."                       

  A special servicer for one of our trusts may also perform limited duties
with respect to mortgage loans in that trust for which the related master       
servicer is primarily responsible, such as--                                    

o performing property inspections and collecting, and                   

o evaluating financial statements.                                      

 A master servicer for one of our trusts may perform limited duties with
respect to any mortgage loan in that trust for which the related special        
servicer is primarily responsible, such as--                                    

o continuing to receive payments on the mortgage loan,                  

o making calculations with respect to the mortgage loan, and            

o making remittances and preparing reports to the related trustee and/or
certificateholders with respect to the mortgage loan.               

The duties of the master servicer and special servicer for your series
will be more fully described in the related prospectus supplement.              

    Unless we state otherwise in the related prospectus supplement, the master
servicer for your series will be responsible for filing and settling claims     
with respect to particular mortgage loans for your series under any applicable  
instrument of credit support. See "Description of Credit Support" in this       
prospectus.                                                                     

SUB-SERVICERS                                                                   

A master servicer or special servicer may delegate its servicing      
obligations to one or more third-party servicers or sub-servicers. However,     
unless we specify otherwise in the related prospectus supplement, the master    
servicer or special servicer will remain obligated under the related Governing  
Document. Each sub-servicing agreement between a master servicer or special     
servicer, as applicable, and a sub-servicer must provide for servicing of the   
applicable mortgage loans consistent with the related Governing Document. Any   
master servicer and special servicer for one of our trusts will each be         
required to monitor the performance of sub-servicers retained by it.            

Unless we specify otherwise in the related prospectus supplement, any 
master servicer or special servicer for one of our trusts will be solely liable 
for all fees owed by it to any sub-servicer, regardless of                      

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whether the master servicer's or special servicer's compensation under the      
related Governing Document is sufficient to pay those fees. Each sub-servicer   
will be entitled to reimbursement from the master servicer or special servicer, 
as the case may be, that retained it, for expenditures which it makes,          
generally to the same extent the master servicer or special servicer would be   
reimbursed under the related Governing Document.                                

COLLECTION OF PAYMENTS ON MORTGAGE-BACKED SECURITIES                            

Unless we specify otherwise in the related prospectus supplement, if a
mortgage-backed security is included among the trust assets underlying any      
series of offered certificates, then--                                          

o that mortgage-backed security will be registered in the name of the   
related trustee or its designee;                                    

o the related trustee will receive payments on that mortgage-backed     
security; and                                                       

o subject to any conditions described in the related prospectus         
   supplement, the related trustee or a designated manager will, on behalf
  and at the expense of the trust, exercise all rights and remedies with
   respect to that mortgaged-backed security, including the prosecution of
any legal action necessary in connection with any payment default.  

MATTERS REGARDING THE MASTER SERVICER, THE SPECIAL SERVICER, THE MANAGER AND US 

Unless we specify otherwise in the related prospectus supplement, no  
master servicer, special servicer or manager for any of our trusts may resign   
from its obligations in that capacity, except upon--                            

o the appointment of, and the acceptance of that appointment by, a      
  successor to the resigning party and receipt by the related trustee of
written confirmation from each applicable rating agency that the    
    resignation and appointment will not result in a withdrawal or downgrade
     of any rating assigned by that rating agency to any class of certificates
of the related series, or                                           

o a determination that those 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 the resigning party.        

    In general, no resignation will become effective until the related trustee
or other successor has assumed the obligations and duties of the resigning      
master servicer, special servicer or manager, as the case may be.               

 With respect to each series of offered certificates, we and the related
master servicer, special servicer and/or manager, if any, will, in each case,   
be obligated to perform only those duties specifically required under the       
related Governing Document.                                                     

   In no event will we, any master servicer, special servicer or manager for
one of our trusts, or any of our or their respective members, managers,         
directors, officers, employees or agents, be under any liability to that trust  
or the related certificateholders for any action taken, or not taken, in good   
faith under the related Governing Document or for errors in judgment. Neither   
we nor any of those other persons or entities will be protected, however,       
against any liability that would otherwise be imposed by reason of--            

  o willful misfeasance, bad faith or gross negligence in the performance of
obligations or duties under the Governing Document for any series of
offered certificates, or                                            

o reckless disregard of those obligations and duties.                   

Furthermore, the Governing Document for each series of offered        
certificates will entitle us, the master servicer, special servicer and/or      
manager for the related trust, and our and their respective members, managers,  
directors, officers, employees and agents, to indemnification out of the        
related trust assets for any loss, liability or expense incurred in connection  
with any legal action or claim that relates to that Governing Document or       
series of offered certificates or to the related trust. The indemnification     
will not extend, however, to any loss, liability or expense:                    

o specifically required to be borne by the relevant party, without right
of reimbursement, under the terms of that Governing Document;       

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 o incurred in connection with any legal action against the relevant party
  resulting from any breach of a representation or warranty made in that
Governing Document; or                                              

 o incurred in connection with any legal action against the relevant party
    resulting from any willful misfeasance, bad faith or gross negligence in
   the performance of obligations or duties under that Governing Document.

 Neither we nor any master servicer, special servicer or manager for the
related trust will be under any obligation to appear in, prosecute or defend    
any legal action unless:                                                        

o the action is related to the respective responsibilities of that party
under the Governing Document for the affected series of offered     
certificates; and                                                   

o either--                                                              

      1.  that party is specifically required to bear the expense of the action,
or                                                          

2.  the action will not, in its opinion, involve that party in any  
      ultimate expense or liability for which it would not be reimbursed
   under the Governing Document for the affected series of offered
certificates.                                               

However, we and each of those other parties may undertake any legal action that 
may be necessary or desirable with respect to the enforcement or protection of  
the rights and duties of the parties to the Governing Document for any series   
of offered certificates and/or the interests of the certificateholders of that  
series under that Government Document. In that event, the legal expenses and    
costs of the action, and any liability resulting from the action, will be       
expenses, costs and liabilities of the related trust and payable out of related 
trust assets.                                                                   

With limited exception, any person or entity--                        

o into which we or any related master servicer, special servicer or     
manager may be merged or consolidated, or                           

o resulting from any merger or consolidation to which we or any related 
master servicer, special servicer or manager is a party, or         

o succeeding to our business or the business of any related master      
servicer, special servicer or manager,                              

will be the successor of us or that master servicer, special servicer or        
manager, as the case may be, under the Governing Document for a series of       
offered certificates.                                                           

    The compensation arrangements with respect to any master servicer, special
servicer or manager for any of our trusts will be set forth in the related      
prospectus supplement. In general, that compensation will be payable out of the 
related trust assets.                                                           

EVENTS OF DEFAULT                                                               

 We will identify in related prospectus supplement the various events of
default under the Governing Document for each series of offered certificates    
for which any related master servicer, special servicer or manager may be       
terminated in that capacity.                                                    

AMENDMENT                                                                       

The Governing Document for each series of offered certificates may be 
amended by the parties thereto, without the consent of any of the holders of    
those certificates, or of any non-offered certificates of the same series, for  
the following reasons:                                                          

1.  to cure any ambiguity;                                                

2.  to correct, modify or supplement any provision in the Governing       
 Document which may be inconsistent with any other provision in that
document or with the description of that document set forth in the
related prospectus supplement or in this prospectus;              

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3.  to add any other provisions with respect to matters or questions      
     arising under the Governing Document that are not inconsistent with the
existing provisions of that document;                             

4.  to the extent applicable, to relax or eliminate any requirement under 
      the Governing Document imposed by the provisions of the Internal Revenue
Code of 1986 relating to REMICs, FASITs or grantor trusts if the  
     provisions of that Code are amended or clarified so as to allow for the
relaxation or elimination of that requirement;                    

5.  to relax or eliminate any requirement under the Governing Document    
   imposed by the Securities Act of 1933, as amended, or the rules under
   that Act if that Act or those rules are amended or clarified so as to
allow for the relaxation or elimination of that requirement;      

 6.  to comply with any requirements imposed by the Internal Revenue Code of
  1986 or any final, temporary or, in some cases, proposed regulation,
      revenue ruling, revenue procedure or other written official announcement
  or interpretation relating to federal income tax laws, or to avoid a
  prohibited transaction or reduce the incidence of any tax that would
     arise from any actions taken with respect to the operation of any REMIC
created under the Governing Document;                             

7.  to the extent applicable, to modify, add to or eliminate the transfer 
       restrictions relating to the certificates which are residual interests in
a REMIC or ownership interests in a FASIT; or                     

8.  to otherwise modify or delete existing provisions of the Governing    
Document.                                                         

   However, no amendment of the Governing Document for any series of offered
certificates, covered solely by clauses 3. or 8. above, may adversely affect in 
any material respect the interests of any holders of offered or non-offered     
certificates of that series.                                                    

 In general, the Governing Document for a series of offered certificates
may also be amended by the parties to that document, with the consent of the    
holders of offered and non-offered certificates representing, in total, not     
less than 66 2/3%, or any other percentage specified in the related prospectus  
supplement, of all the voting rights allocated to those classes of that series  
that are affected by the amendment. However, the Governing Document for a       
series of offered certificates may not be amended to--                          

o reduce in any manner the amount of, or delay the timing of, payments  
received on the related mortgage assets which are required to be    
distributed on any offered or non-offered certificate of that series
without the consent of the holder of that certificate; or           

  o adversely affect in any material respect the interests of the holders of
  any class of offered or non-offered certificates of that series in any
  other manner without the consent of the holders of all certificates of
that class; or                                                      

o modify the provisions of the Governing Document relating to amendments
  of that document without the consent of the holders of all offered and
non-offered certificates of that series then outstanding; or        

  o modify the specified percentage of voting rights which is required to be
      held by certificateholders to consent, approve or object to any particular
     action under the Governing Document without the consent of the holders of
     all offered and non-offered certificates of that series then outstanding.

LIST OF CERTIFICATEHOLDERS                                                      

   Upon written request of three or more certificateholders of record of any
series made for purposes of communicating with other holders of certificates of 
the same series with respect to their rights under the related Governing        
Document, the related trustee or other certificate registrar of that series     
will afford the requesting certificateholders access during normal business     
hours to the most recent list of certificateholders of that series. However,    
the trustee may first require a copy of the communication that the requesting   
certificateholders proposed to send.                                            

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THE TRUSTEE                                                                     

  The trustee for each series of offered certificates will be named in the
related prospectus supplement. The commercial bank, banking association,        
banking corporation or trust company that serves as trustee for any series of   
offered certificates may have typical banking relationships with the us and our 
affiliates and with any of the other parties to the related Governing Document  
and its affiliates.                                                             

DUTIES OF THE TRUSTEE                                                           

The trustee for each series of offered certificates will not--        

o make any representation as to the validity or sufficiency of those    
   certificates, the related Governing Document or any underlying mortgage
asset or related document, or                                       

o be accountable for the use or application by or on behalf of any other
   party to the related Governing Document of any funds paid to that party
 with respect to those certificates or the underlying mortgage assets.

 If no event of default has occurred and is continuing under the related
Governing Document, the trustee for each series of offered certificates will be 
required to perform only those duties specifically required under the related   
Governing Document. However, upon receipt of any of the various certificates,   
reports or other instruments required to be furnished to it under the related   
Governing Document, the trustee must examine those documents and determine      
whether they conform to the requirements of that Governing Document.            

MATTERS REGARDING THE TRUSTEE                                                   

  As and to the extent described in the related prospectus supplement, the
fees and normal disbursements of the trustee for any series of offered          
certificates may be the expense of the related master servicer or other         
specified person or may be required to be paid by the related trust assets.     

The trustee for each series of offered certificates and each of its   
directors, officers, employees and agents will be entitled to indemnification,  
out of related trust assets, for any loss, liability or expense incurred by     
that trustee or any of those other persons in connection with that trustee's    
acceptance or administration of its trusts under the related Governing          
Document. However, the indemnification of a trustee or any of its directors,    
officers, employees and agents 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 related Governing Document.                                    

  No trustee for any series of offered certificates will be liable for any
action reasonably taken, suffered or omitted by it in good faith and believed   
by it to be authorized by the related Governing Document.                       

No trustee for any series of offered certificates will be required to 
expend or risk its own funds or otherwise incur any financial liability in the  
performance of any of its duties under the related Governing Document, or in    
the exercise of any of its rights or powers, if it has reasonable grounds for   
believing that repayment of those funds or adequate indemnity against that risk 
or liability is not reasonably assured to it.                                   

 The trustee for each series of offered certificates will be entitled to
execute any of its trusts or powers and perform any of its duties under the     
related Governing Document, either directly or by or through agents or          
attorneys. The trustee will not be responsible for any willful misconduct or    
gross negligence on the part of any agent or attorney appointed by it with due  
care.                                                                           

RESIGNATION AND REMOVAL OF THE TRUSTEE                                          

    The trustee for any series of offered certificates may resign at any time.
We will be obligated to appoint a successor to a resigning trustee. We may also 
remove the trustee for any series of offered certificates if that trustee       
ceases to be eligible to continue as such under the related Governing Document  
or if that trustee becomes insolvent. Unless we indicate otherwise in the       
related prospectus supplement,                                                  

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the trustee for any series of offered certificates may also be removed at any   
time by the holders of the offered and non-offered certificates of that series  
evidencing not less than 51%, or any other percentage specified in the related  
prospectus supplement, of the voting rights for that series. However, if the    
removal was without cause, the certificateholders effecting the removal may be  
responsible for any costs and expenses incurred by the terminated trustee in    
connection with its removal. Any resignation or removal of a trustee and        
appointment of a successor trustee will not become effective until acceptance   
of the appointment by the successor trustee.                                    

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DESCRIPTION OF CREDIT SUPPORT 

GENERAL                                                                         

   Credit support may be provided with respect to one or more classes of the
offered certificates of any series or with respect to the related mortgage      
assets. That credit support may be in the form of any of the following:         

o the subordination of one or more other classes of certificates of the 
same series;                                                        

o the use of a letter of credit, a surety bond, an insurance policy, a  
guarantee or a credit derivative;                                   

o the establishment of one or more reserve funds; or                    

o any combination of the foregoing.                                     

  If and to the extent described in the related prospectus supplement, any
of the above forms of credit support may provide credit enhancement for         
non-offered certificates, as well as offered certificates, or for more than one 
series of certificates.                                                         

   If you are the beneficiary of any particular form of credit support, that
credit support may not protect you against all risks of loss and will not       
guarantee payment to you of all amounts to which you are entitled under your    
offered certificates. If losses or shortfalls occur that exceed the amount      
covered by that credit support or that are of a type not covered by that credit 
support, you will bear your allocable share of deficiencies. Moreover, if that  
credit support covers the offered certificates of more than one class or series 
and total losses on the related mortgage assets exceed the amount of that       
credit support, it is possible that the holders of offered certificates of      
other classes and/or series will be disproportionately benefited by that credit 
support to your detriment.                                                      

 If you are the beneficiary of any particular form of credit support, we
will include in the related prospectus supplement a description of the          
following:                                                                      

o the nature and amount of coverage under that credit support;          

o any conditions to payment not otherwise described in this prospectus; 

o any conditions under which the amount of coverage under that credit   
support may be reduced and under which that credit support may be   
terminated or replaced; and                                         

o the material provisions relating to that credit support.              

Additionally, we will set forth in the related prospectus supplement  
information with respect to the obligor, if any, under any instrument of credit 
support.                                                                        

SUBORDINATE CERTIFICATES                                                        

  If and to the extent described in the related prospectus supplement, one
or more classes of certificates of any series may be subordinate to one or more 
other classes of certificates of that series. If you purchase subordinate       
certificates, your right to receive payments out of collections and advances on 
the related trust assets on any payment date will be subordinated to the        
corresponding rights of the holders of the more senior classes of certificates. 
If and to the extent described in the related prospectus supplement, the        
subordination of a class of certificates may not cover all types of losses or   
shortfalls. In the related prospectus supplement, we will set forth information 
concerning the method and amount of subordination provided by a class or        
classes of subordinate certificates in a series and the circumstances under     
which that subordination will be available.                                     

If the mortgage assets in any trust established by us 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 payments be made on senior certificates evidencing interests in  
one group of those mortgage assets prior to payments on subordinate             
certificates evidencing interests in a different group of those mortgage        
assets. We will describe in the related prospectus supplement the manner and    
conditions for applying any cross-support provisions.                           

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INSURANCE OR GUARANTEES WITH RESPECT TO MORTGAGE LOANS                          

   The mortgage loans included in any trust established by us may be covered
for some default risks by insurance policies or guarantees. If so, we will      
describe in the related prospectus supplement the nature of those default risks 
and the extent of that coverage.                                                

LETTERS OF CREDIT                                                               

If and to the extent described in the related prospectus supplement,  
deficiencies in amounts otherwise payable on a series of offered certificates   
or select classes of those certificates will be covered by one or more letters  
of credit, issued by a bank or other financial institution specified in the     
related prospectus supplement. The issuer of a letter of credit will be         
obligated to honor draws under that letter of credit in a total 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     
total principal balance of some or all of the related mortgage assets as of the 
date the related trust was formed or of the initial total principal balance of  
one or more classes of certificates of the applicable series. The letter of     
credit may permit draws only in the event of select types of losses and         
shortfalls. The amount available under the letter of credit will, in all cases, 
be reduced to the extent of the unreimbursed payments thereunder and may        
otherwise be reduced as described in the related prospectus supplement. The     
obligations of the letter of credit issuer under the letter of credit for any   
series of offered certificates will expire at the earlier of the date specified 
in the related prospectus supplement or the termination of the related trust.   

CERTIFICATE INSURANCE AND SURETY BONDS                                          

If and to the extent described in the related prospectus supplement,  
deficiencies in amounts otherwise payable on a series of offered certificates   
or select classes of those certificates will be covered by insurance policies   
or surety bonds provided by one or more insurance companies or sureties. Those  
instruments may cover, with respect to one or more classes of the offered       
certificates of the related series, timely payments of interest and principal   
or timely payments of interest and payments of principal on the basis of a      
schedule of principal payments set forth in or determined in the manner         
specified in the related prospectus supplement. We will describe in the related 
prospectus supplement any limitations on the draws that may be made under any   
of those instruments.                                                           

CREDIT DERIVATIVES                                                              

If and to the extent described in the related prospectus supplement,  
deficiencies in amounts otherwise payable on a series of offered certificates   
or select classes of those certificates will be covered by credit derivatives,  
such as credit default swaps and total return swaps. A credit derivative is a   
financial instrument designed to offset losses and shortfalls derived from the  
credit risk of an underlying or reference asset or the credit risk of an        
underlying or reference credit. We will describe in the related prospectus      
supplement when and how payments are made under the particular instrument and   
the specific credit risk that is being covered.                                 

RESERVE FUNDS                                                                   

If and to the extent described in the related prospectus supplement,  
deficiencies in amounts otherwise payable on a series of offered certificates   
or select classes of those certificates will be covered, to the extent of       
available funds, by one or more reserve funds in which cash, a letter of        
credit, permitted investments, a demand note or a combination of the foregoing, 
will be deposited, in the amounts specified in the related prospectus           
supplement. If and to the extent described in the related prospectus            
supplement, the reserve fund for the related series of offered certificates may 
also be funded over time.                                                       

Amounts on deposit in any reserve fund for a series of offered        
certificates will be applied for the purposes, in the manner, and to the extent 
specified in the related prospectus supplement. If and to the extent described  
in the related prospectus supplement, reserve funds may be established to       
provide protection only against select types of losses and shortfalls.          
Following each payment date for the related series of offered certificates,     
amounts in a reserve fund in excess of any required balance may be released     
from the reserve fund under the conditions and to the extent specified in the   
related prospectus supplement.                                                  

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CREDIT SUPPORT WITH RESPECT TO MBS                                              

  If and to the extent described in the related prospectus supplement, any
mortgage-backed security included in one of our trusts and/or the mortgage      
loans that back that security may be covered by one or more of the types of     
credit support described in this prospectus. We will specify in the related     
prospectus supplement, as to each of those forms of credit support, the         
information indicated above with respect to that mortgage-backed security, to   
the extent that the information is material and available.                      

LEGAL ASPECTS OF MORTGAGE LOANS 

Most, if not all, of the mortgage loans underlying a series of offered
certificates will be secured by multifamily and commercial properties in the    
United States, its territories and possessions. However, some of those mortgage 
loans may be secured by multifamily and commercial properties outside the       
United States, its territories and possessions.                                 

The following discussion contains general summaries of select legal   
aspects of mortgage loans secured by multifamily and commercial properties in   
the United States. Because these legal aspects are governed by applicable state 
law, which may differ substantially from state to state, the summaries do not   
purport to be complete, to reflect the laws of any particular state, or to      
encompass the laws of all jurisdictions in which the security for the mortgage  
loans underlying the offered certificates is situated. Accordingly, you should  
be aware that the summaries are qualified in their entirety by reference to the 
applicable laws of those states. See "Description of the Trust Assets --        
Mortgage Loans."                                                                

If a significant percentage of mortgage loans underlying a series of  
offered certificates, are secured by properties in a particular state, we will  
discuss the relevant state laws, to the extent they vary materially from this   
discussion, in the related prospectus supplement.                               

GENERAL                                                                         

Each mortgage loan underlying a series of offered certificates will be
evidenced by a note or bond and secured by an instrument granting a security    
interest in real property. The instrument granting a security interest in real  
property 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 that real property   
is located. Mortgages, deeds of trust and deeds to secure debt are often        
collectively referred to in this prospectus as "mortgages." A mortgage creates  
a lien upon, or grants a title interest in, the real property covered by the    
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--                                               

o the terms of the mortgage,                                            

o the terms of separate subordination agreements or intercreditor       
agreements with others that hold interests in the real property,    

o the knowledge of the parties to the mortgage, and                     

 o in general, 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--                                 

o a mortgagor, who is the owner of the encumbered interest in the real  
property, and                                                       

o a mortgagee, who is the lender.                                       

In general, the mortgagor is also the borrower.                       

    In contrast, a deed of trust is a three-party instrument. The parties to a
deed of trust are--                                                             

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o the trustor, who is the equivalent of a mortgagor,                    

o the trustee to whom the real property is conveyed, and                

o the beneficiary for whose benefit the conveyance is made, who is the  
lender.                                                             

   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. Under a deed to secure
debt, the grantor, who is the equivalent of a mortgagor, conveys title to the   
real property to the grantee, who is the lender, generally with a power of      
sale, until the debt is repaid.                                                 

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:                                                                    

o the express provisions of the related instrument,                     

o the law of the state in which the real property is located,           

o various federal laws, and                                             

o in some deed of trust transactions, the directions of the beneficiary.

INSTALLMENT CONTRACTS                                                           

The mortgage loans underlying your offered certificates may consist of
installment contracts. Under an installment contract the seller retains legal   
title to the property and enters into an agreement with the purchaser for       
payment of the purchase price, plus interest, over the term of the installment  
contract. Only after full performance by the borrower of the contract is the    
seller obligated to convey title to the real estate to the purchaser. During    
the period that the installment contract is in effect, the purchaser is         
generally responsible for maintaining the property in good condition and for    
paying real estate taxes, assessments and hazard insurance premiums associated  
with the property.                                                              

  The seller's enforcement of an installment contract varies from state to
state. Generally, installment contracts provide that upon a default by the      
purchaser, the purchaser loses his or her right to occupy the property, the     
entire indebtedness is accelerated, and the purchaser's equitable interest in   
the property is forfeited. The seller in this situation does not have to        
foreclose in order to obtain title to the property, although in some cases a    
quiet title action is in order if the purchaser has filed the installment       
contract in local land records and an ejectment action may be necessary to      
recover possession. In a few states, particularly in cases of purchaser default 
during the early years of an installment contract, the courts will permit       
ejectment of the purchaser and a forfeiture of his or her interest in the       
property.                                                                       

However, most state legislatures have enacted provisions by analogy to
mortgage law protecting borrowers under installment contracts from the harsh    
consequences of forfeiture. Under those statutes, a judicial or nonjudicial     
foreclosure may be required, the seller may be required to give notice of       
default and the borrower may be granted some grace period during which the      
contract may be reinstated upon full payment of the default amount and the      
purchaser may have a post-foreclosure statutory redemption right. In other      
states, courts in equity may permit a purchaser with significant investment in  
the property under an installment contract for the sale of real estate to share 
in the proceeds of sale of the property after the indebtedness is repaid or may 
otherwise refuse to enforce the forfeiture clause. Nevertheless, generally      
speaking, the seller's procedures for obtaining possession and clear title      
under an installment contract for the sale of real estate in a given state are  
simpler and less time-consuming and costly than are the procedures for          
foreclosing and obtaining clear title to a mortgaged property.                  

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LEASES AND RENTS                                                                

  A mortgage that encumbers an income-producing property often contains an
assignment of rents and leases and/or may be accompanied by a separate          
assignment of rents and leases. Under an assignment of rents and leases, the    
borrower assigns to the lender the borrower's right, title and interest as      
landlord under each lease and the income derived from each lease. However, the  
borrower retains a revocable license to collect the rents, provided there is no 
default and the rents are not directly paid to the lender. If the borrower      
defaults, the license terminates and the lender is entitled to collect the      
rents. Local law may require that the lender take possession of the property    
and/or obtain a court-appointed receiver before becoming entitled to collect    
the rents.                                                                      

In most states, hotel and motel room rates are considered accounts    
receivable under the UCC. Room rates are generally pledged by the borrower as   
additional security for the loan when a mortgage loan is secured by a hotel or  
motel. 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 that perfection. Mortgage   
loans secured by hotels or motels may be included in one of our trusts even if  
the security interest in the room rates was not perfected or the requisite UCC  
filings were allowed to lapse. A lender 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, even if the   
lender's security interest in room rates is perfected under applicable          
nonbankruptcy law.                                                              

 In the bankruptcy setting, the lender will be stayed from enforcing its
rights to collect hotel and motel room rates. However, the room rates will      
constitute cash collateral and cannot be used by the bankrupt borrower--        

o without a hearing or the lender's consent, or                         

o unless the lender's interest in the room rates is given adequate      
protection.                                                         

For purposes of the foregoing, the adequate protection may include a cash       
payment for otherwise encumbered funds or a replacement lien on unencumbered    
property, in either case equal in value to the amount of room rates that the    
bankrupt borrower proposes to use. See "-- Bankruptcy Laws" below.              

PERSONALTY                                                                      

    Some types of income-producing real properties, such as hotels, motels and
nursing homes, may include personal property, which may, to the extent it is    
owned by the borrower and not previously pledged, 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 personal property and must file continuation statements, generally every    
five years, to maintain that perfection. Mortgage loans secured in part by      
personal property may be included in one of our trusts even if the security     
interest in the 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 security at public auction to 
satisfy the indebtedness.                                                       

  Foreclosure Procedures Vary From State to State. The two primary methods
of foreclosing a mortgage are--                                                 

o judicial foreclosure, involving court proceedings, and                

o nonjudicial foreclosure under 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.            

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A foreclosure action is subject to most of the delays and expenses of 
other lawsuits if defenses are raised or counterclaims are interposed. A        
foreclosure action sometimes requires several years to complete.                

   Judicial Foreclosure. A judicial foreclosure proceeding is conducted in a
court having jurisdiction over the mortgaged property. Generally, a lender      
initiates the action by the service of legal pleadings upon--                   

o all parties having a subordinate interest of record in the real       
property, and                                                       

o 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. The court generally     
issues a judgment of foreclosure and appoints a referee or other officer to     
conduct a public sale of the mortgaged property upon successful completion of a 
judicial foreclosure proceeding. The proceeds of that public sale are used to   
satisfy the judgment. The procedures that govern these public sales vary from   
state to state.                                                                 

Equitable and Other Limitations on Enforceability of Particular       
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 these principles, 
a court may:                                                                    

 o alter the specific terms of a loan to the extent it considers necessary
to prevent or remedy an injustice, undue oppression or overreaching;

o 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;                                      

o require the lender to reinstate a loan or recast a payment schedule in
order to accommodate a borrower that is suffering from a temporary  
financial disability; or                                            

 o limit the right of the lender to foreclose in the case of a nonmonetary
default, such as--                                                  

1. a failure to adequately maintain the mortgaged property, or      

2. an impermissible further encumbrance of the mortgaged property.  

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--                           

o upheld the reasonableness of the notice provisions, or                

 o 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 its mortgage loan 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 under 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--                                                           

o a request from the beneficiary/lender to the trustee to sell the      
property upon default by the borrower, and                          

o notice of sale is given in accordance with the terms of the deed of   
trust and applicable state law.                                     

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In some states, prior to a nonjudicial public sale, the trustee under the 
deed of trust must--                                                            

o record a notice of default and notice of sale, and                    

 o send a copy of those notices to the borrower and to any other party who
has recorded a request for a copy of them.                          

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.     
Some states require a reinstatement period during which the borrower or junior  
lienholder may have the right 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 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--                                          

 o the difficulty in determining the exact status of title to the property
due to, among other things, redemption rights that may exist, and   

o the possibility that physical deterioration of the property may have  
occurred during the foreclosure proceedings.                        

   As a result of the foregoing, it is common for the lender to purchase the
mortgaged property and become its owner, subject to the borrower's right in     
some states to remain in possession during a redemption period. In that case,   
the lender will 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 repairs 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. Whether, the ultimate proceeds of the   
sale of the property equal the lender's investment in the property depends upon 
market conditions. Moreover, because of the expenses associated with acquiring, 
owning and selling a mortgaged property, a lender could realize an overall loss 
on the related 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. In addition, it  
may be obliged to keep senior mortgage loans current in order to avoid          
foreclosure of its interest in the property. Furthermore, 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--      

o to enable the lender to realize upon its security, and                

 o to bar the borrower, and all persons who have interests in the property
   that are subordinate to that of the foreclosing lender, from exercising
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 to the foreclosure proceeding in      
order for their equity of redemption to be terminated.                          

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   The equity of redemption is a common-law, nonstatutory right which should
be distinguished from post-sale statutory rights of redemption. In some states, 
the borrower and foreclosed junior lienors are given a statutory period in      
which to redeem the property after sale under a deed of trust or foreclosure of 
a mortgage. 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. A statutory right of       
redemption will 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 underlying
a series of offered certificates may be nonrecourse loans. Recourse in the case 
of a default on a non-recourse mortgage loan will be limited to the mortgaged   
property and any other assets that were pledged to secure the mortgage loan.    
However, even if a mortgage loan by its terms provides for recourse to the      
borrower's other assets, a lender's ability to realize upon those assets may be 
limited by state law. For example, in some states, a lender cannot obtain a     
deficiency judgment against the borrower following foreclosure or sale under a  
deed of trust. A deficiency judgment is a personal judgment against the former  
borrower equal to the difference between the net amount realized upon the       
public sale of the real property and the amount due to the lender. Other        
statutes may require the lender to exhaust the security afforded under a        
mortgage before bringing a personal action against the borrower. In other       
states, the lender has the option of bringing a personal action against the     
borrower on the debt without first exhausting the security, but in doing so,    
the lender may be deemed to have elected a remedy and thus may be precluded     
from foreclosing upon the security. Consequently, lenders will usually proceed  
first against the security in states where an election of remedy provision      
exists. Finally, other statutory provisions 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. These other statutory provisions are intended to       
protect borrowers from exposure to large deficiency judgments that might result 
from bidding at below-market values at the foreclosure sale.                    

  Leasehold Considerations. Some or all of the mortgage loans underlying a
series of offered certificates may be secured by a mortgage on the borrower's   
leasehold interest under a ground lease. Leasehold mortgage loans are subject   
to some risks not associated with mortgage loans secured by a lien on the fee   
estate of the borrower. The most significant of these risks is that if the      
borrower's leasehold were to be terminated upon a lease default, the leasehold  
mortgagee would lose its security. This risk may be lessened if the ground      
lease:                                                                          

o requires the lessor to give the leasehold mortgagee notices of lessee 
defaults and an opportunity to cure them,                           

o permits the leasehold estate to be assigned to and by the leasehold   
mortgagee or the purchaser at a foreclosure sale, and               

o contains other protective provisions typically required by prudent    
lenders to be included in a ground lease.                           

   Some mortgage loans underlying a series of offered certificates, however,
may be secured by ground leases which do not contain these provisions.          

   Cooperative Shares. Some or all of the mortgage loans underlying a series
of offered certificates may be secured by a security interest on the borrower's 
ownership interest in shares, and the proprietary leases belonging to those     
shares, allocable to cooperative dwelling units that may be vacant or occupied  
by nonowner tenants. Loans secured in this manner are subject to some risks not 
associated with mortgage loans secured by a lien on the fee estate of a         
borrower in real property. Loans secured in this manner typically are           
subordinate to the mortgage, if any, on the cooperative's building. That        
mortgage, 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 is             

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subject to various regulations as well as to restrictions under the governing   
documents of the cooperative. 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, that the lender may 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 corporation to receive sums due under the proprietary leases.   

BANKRUPTCY LAWS                                                                 

    Operation of the U.S. Bankruptcy Code and related state laws may interfere
with or affect the ability of a lender to realize upon collateral or to enforce 
a deficiency judgment. For example, under the U.S. 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. Often, no interest or principal payments are made during the course   
of the bankruptcy case. The delay caused by an automatic stay and its           
consequences can be significant. Also, under the U.S. Bankruptcy Code, the      
filing of a petition in bankruptcy by or on behalf of a junior lienor may stay  
the senior lender from taking action to foreclose out the junior lien.          

 Under the U.S. Bankruptcy Code, the amount and terms of a mortgage loan
secured by a lien on property of the debtor may be modified provided that       
substantive and procedural safeguards protective of the lender are met. A       
bankruptcy court may, among other things--                                      

 o reduce the secured portion of the outstanding amount of the loan to the
    then-current value of the property, thereby leaving the lender a general
   unsecured creditor for the difference between the then-current value of
the property and the outstanding balance of the loan;               

 o reduce 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;      

o extend or shorten the term to maturity of the loan;                   

o permit the bankrupt borrower to cure of the subject loan default by   
paying the arrearage over a number of years; or                     

o permit the bankrupt borrower, through its rehabilitative plan, to     
 reinstate the loan 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 interfere with or affect the ability of a
secured lender to enforce the borrower's assignment of rents and leases related 
to the mortgaged property. A lender may be stayed from enforcing the assignment 
under the U.S. Bankruptcy Code. In addition, the legal proceedings necessary to 
resolve the issue could be time-consuming, and result in delays in the lender's 
receipt of the rents. However, recent amendments to the U.S. Bankruptcy Code    
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 above, the amendments provide 
that a pre-petition security interest in rents or hotel revenues is designed to 
overcome those cases holding that a security interest in rents is unperfected   
under the laws of some 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.                                                        

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    A borrower's ability to make payment on a mortgage loan may be impaired by
the commencement of a bankruptcy case relating to the tenant under a lease of   
the related property. Under the U.S. Bankruptcy Code, the filing of a petition  
in bankruptcy by or on behalf of a tenant results in a stay in bankruptcy       
against the commencement or continuation of any state court proceeding for--    

o past due rent,                                                        

o accelerated rent,                                                     

o damages, or                                                           

 o a summary eviction order with respect to a default under the lease that
occurred prior to the filing of the tenant's bankruptcy petition.   

    In addition, the U.S. Bankruptcy Code generally provides that a trustee or
debtor-in-possession may, subject to approval of the court:                     

 o assume the lease and either retain it or assign it to a third party, or

o reject the lease.                                                     

    If the lease is assumed, the trustee, 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. These remedies may be insufficient, and any assurances provided to 
the lessor may be inadequate. If the lease is rejected, the lessor will be      
treated, except potentially to the extent of any security deposit, as an        
unsecured creditor with respect to its claim for damages for termination of the 
lease. The U.S. Bankruptcy Code also limits a lessor's damages for lease        
rejection to:                                                                   

o 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, plus                                             

o unpaid rent to the earlier of the surrender of the property or the    
lessee's bankruptcy filing.                                         

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. Those 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 some circumstances, a lender    
may decide to abandon a contaminated real 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,  
that 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     
that superlien.                                                                 

    CERCLA. The federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, 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       
participated in the management of the property or the operations of the         
borrower. Liability may exist even if the lender did not cause or contribute to 
the contamination and regardless of whether the lender has actually taken       
possession of the contaminated mortgaged property through foreclosure, deed in  
lieu of foreclosure or otherwise. Moreover, 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."                   

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    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 Lender Liability Act offers   
substantial protection to 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 Lender Liability Act 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--                      

o it exercises decision-making control over a borrower's environmental  
  compliance and hazardous substance handling and disposal practices, or

o assumes day-to-day management of operational functions of a mortgaged 
property.                                                           

    The Lender Liability Act also provides that a lender will continue to have
the benefit of the secured creditor exemption even if it forecloses on a        
mortgaged property, purchases it at a foreclosure sale or accepts a             
deed-in-lieu of foreclosure, provided that the lender seeks to sell that        
property at the earliest practicable commercially reasonable time on            
commercially reasonable terms.                                                  

    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.                                                               

   Some federal, state and local laws, regulations and ordinances govern the
management, removal, encapsulation or disturbance of asbestos-containing        
materials. These laws, as well as common law standards, may--                   

o impose liability for releases of or exposure to asbestos-containing   
materials, and                                                      

o provide for third parties to seek recovery from owners or operators of
 real properties for personal injuries associated with those releases.

Federal legislation requires owners of residential housing constructed
prior to 1978 to disclose to potential residents or purchasers any known        
lead-based paint hazards and will impose treble damages for any failure to      
disclose. In addition, the ingestion of lead-based paint chips or dust          
particles by children can result in lead poisoning. If lead-based paint hazards 
exist at a property, then the owner of that property may be held liable for     
injuries and for the costs of removal or encapsulation of the lead-based paint. 

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 related to hazardous environmental conditions on a property,   
such as actions based on nuisance or on toxic tort resulting in death, personal 
injury or damage to property. While it may be more difficult to hold a lender   
liable under common law causes of action, unanticipated or uninsured            
liabilities of the borrower may jeopardize the borrower's ability to meet its   
loan obligations.                                                               

Federal, state and local environmental regulatory requirements change 
often. It is possible that compliance with a new regulatory requirement could   
impose significant compliance costs on a borrower. These costs 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. However, that individual or entity may be without     
substantial assets. Accordingly, it is possible that the costs could become a   
liability of the related trust and occasion a loss to the related               
certificateholders.                                                             

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 If the operations on a foreclosed property are subject to environmental
laws and regulations, the lender will be required to operate the property in    
accordance with those laws and regulations. This 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.    
This disclosure may decrease the amount that prospective buyers are willing to  
pay for the affected property, sometimes substantially.                         

DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS                                   

Some or all of the mortgage loans underlying a series of offered      
certificates 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 a mortgaged property. In recent years,      
court decisions and legislative actions placed substantial restrictions on the  
right of lenders to enforce these clauses in many states. However, the Garn-St  
Germain Depository Institutions Act of 1982 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 the limitations        
prescribed in that Act and the regulations promulgated thereunder.              

JUNIOR LIENS; RIGHTS OF HOLDERS OF SENIOR LIENS                                 

Any of our trusts may include mortgage loans secured by junior liens, 
while the loans secured by the related senior liens may not be included in that 
trust. 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 loans  
and the junior 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 as    
follows:                                                                        

o first, to the payment of court costs and fees in connection with the  
foreclosure;                                                        

o second, to real estate taxes;                                         

o 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; and                                     

o last, in satisfaction of all principal, interest, prepayment and      
   acceleration penalties, if any, and any other sums due and owing to the
holder of the junior mortgage loan.                                 

SUBORDINATE FINANCING                                                           

 Some mortgage loans underlying a series of offered certificates may not
restrict the ability of the borrower to use the mortgaged property as security  
for one or more additional loans, or the restrictions may be unenforceable.     
Where a borrower encumbers a mortgaged property with one or more junior liens,  
the senior lender is subjected to the following additional risks:               

 o the borrower may have difficulty servicing and repaying multiple loans;

o 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;           

  o acts of the senior lender that prejudice the junior lender or impair the
junior lender's security, such as the senior lender's agreeing to an
   increase in the principal amount of or the interest rate payable on the
    senior loan, may create a superior equity in favor of the junior lender;

o 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; and        

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o the bankruptcy of a junior lender may operate to stay foreclosure or  
similar proceedings by the senior lender.                           

DEFAULT INTEREST AND LIMITATIONS ON PREPAYMENTS                                 

  Notes and mortgages may contain provisions that obligate the borrower to
pay a late charge or additional interest if payments are not timely made. They  
may also contain provisions that prohibit prepayments for a specified period    
and/or condition prepayments upon the borrower's payment of prepayment premium, 
fee or charge. In some states, there are or may be specific limitations upon    
the late charges that a lender may collect from a borrower for delinquent       
payments. Some states also limit the amounts that a lender may collect from a   
borrower as an additional charge if the loan is prepaid. In addition, the       
enforceability of provisions that provide for prepayment premiums, fees and     
charges upon an involuntary prepayment is unclear under the laws of many        
states.                                                                         

APPLICABILITY OF USURY LAWS                                                     

  Title V of the Depository Institutions Deregulation and Monetary Control
Act of 1980 provides that state usury limitations shall not apply to various    
types of residential, including multifamily, first mortgage loans originated by 
particular lenders after March 31, 1980. Title V authorized any state to        
reimpose interest rate limits by adopting, before April 1, 1983, a law or       
constitutional provision that expressly rejects application of the federal law. 
In addition, even where Title V is not rejected, any state is authorized by the 
law to adopt a provision limiting discount points or other charges on mortgage  
loans covered by Title V. Some states have taken action to reimpose interest    
rate limits and/or to limit discount points or other charges.                   

AMERICANS WITH DISABILITIES ACT                                                 

  Under Title III of the Americans with Disabilities Act of 1990 and rules
promulgated thereunder, in order to protect individuals with disabilities,      
owners of public accommodations, such as hotels, restaurants, shopping centers, 
hospitals, schools and social service center establishments, must remove        
architectural and communication barriers which are structural in nature from    
existing places of public accommodation to the extent "readily achievable." In  
addition, under the ADA, alterations to a place of public accommodation or a    
commercial facility are to be made so that, to the maximum extent feasible, the 
altered portions are readily accessible to and usable by disabled individuals.  
The "readily achievable" standard takes into account, among other factors, the  
financial resources of the affected property 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          
requirements on a foreclosing lender who succeeds to the interest of the        
borrower as owner or landlord. Furthermore, because the "readily achievable"    
standard may vary depending on the financial condition of the owner or          
landlord, a foreclosing lender that 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.             

SOLDIERS' AND SAILORS' CIVIL RELIEF ACT OF 1940                                 

    Under the terms of the Soldiers' and Sailors' Civil Relief Act of 1940, as
amended, a borrower who enters military service after the origination of the    
borrower's mortgage loan, including a borrower who was in reserve status and is 
called to active duty after origination of the mortgage loan, may not be        
charged interest, including fees and charges, above an annual rate of 6% during 
the period of the borrower's active duty status, unless a court orders          
otherwise upon application of the lender. The Relief Act applies to individuals 
who are members of the Army, Navy, Air Force, Marines, National Guard,          
Reserves, Coast Guard and officers of the U.S. Public Health Service assigned   
to duty with the military. Because the Relief Act applies to individuals who    
enter military service, including reservists who are called to active duty,     
after origination of the related mortgage loan, no information can be provided  
as to the number of loans with individuals as borrowers that may be affected by 
the Relief Act.                                                                 

    Application of the Relief Act would adversely affect, for an indeterminate
period of time, the ability of a master servicer or special servicer to collect 
full amounts of interest on an affected mortgage loan.                          

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Any shortfalls in interest collections resulting from the application of the    
Relief Act would result in a reduction of the amounts payable to the holders of 
certificates of the related series, 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 the certificates. In addition, the   
Relief Act imposes limitations that would impair the ability of a master        
servicer or special servicer to foreclose on an affected mortgage loan during   
the borrower's period of active duty status and, under some circumstances,      
during an additional three month period after the active duty status ceases.    

FORFEITURES IN DRUG AND RICO PROCEEDINGS                                        

Federal law provides that property owned by persons convicted of      
drug-related crimes or of criminal violations of the Racketeer Influenced and   
Corrupt Organizations statute can be seized by the government if the property   
was used in, or purchased with the proceeds of, those crimes. Under procedures  
contained in the comprehensive Crime Control Act of 1984, the government may    
seize the property even before conviction. The government must publish notice   
of the forfeiture proceeding and may give notice to all parties "known to have  
an alleged interest in the property," including the holders of mortgage loans.  

A lender may avoid forfeiture of its interest in the property if it   
establishes that--                                                              

o its mortgage was executed and recorded before commission of the crime 
upon which the forfeiture is based, or                              

o the lender was, at the time of execution of the mortgage, "reasonably 
      without cause to believe" that the property was used in, or purchased with
the proceeds of, illegal drug or RICO activities.                   

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FEDERAL INCOME TAX CONSEQUENCES 

GENERAL                                                                         

This is a general discussion of the material federal income tax       
consequences of owning the offered certificates. This discussion is directed to 
certificateholders that hold the offered certificates as capital assets within  
the meaning of Section 1221 of the Internal Revenue Code of 1986. It does not   
discuss all federal income tax consequences that may be relevant to owners of   
offered certificates, particularly as to investors subject to special treatment 
under the Internal Revenue Code, including:                                     

o banks,                                                                

o insurance companies, and                                              

o foreign investors.                                                    

Further, this discussion and any legal opinions referred to in this   
discussion are based on authorities that can change, or be differently          
interpreted, with possible retroactive effect. No rulings have been or will be  
sought from the IRS with respect to any of the federal income tax consequences  
discussed below. Accordingly, the IRS may take contrary positions.              

Investors and preparers of tax returns should be aware that under     
applicable Treasury regulations a provider of advice on specific issues of law  
is not considered an income tax return preparer unless the advice is--          

o given with respect to events that have occurred at the time the advice
is rendered, and                                                    

o is directly relevant to the determination of an entry on a tax return.

   Accordingly, even if this discussion addresses an issue regarding the tax
treatment of the owner of the offered certificates, investors should consult    
their own tax advisors regarding that issue. Investors should do so not only as 
to federal taxes, but also as to state and local taxes. See "State and Other    
Tax Consequences."                                                              

The following discussion addresses securities of three general types: 

o REMIC certificates, representing interests in a trust, or a portion of
   the assets of that trust, as to which a specified person or entity will
    make a real estate mortgage investment conduit, or REMIC, election under
Sections 860A through 860G of the Internal Revenue Code;            

o FASIT certificates, representing interests in a trust, or a portion of
   the assets of that trust, as to which a specified person or entity will
      make a financial asset securitization investment trust, or FASIT, election
   within the meaning of Section 860L(a) of the Internal Revenue Code; and

o grantor trust certificates, representing interests in a trust, or a   
portion of the assets of that trust, as to which no REMIC or FASIT  
election will be made.                                              

  We will indicate in the prospectus supplement for each series of offered
certificates whether the related trustee, another party to the related          
Governing Document or an agent appointed by that trustee or other party will    
act as tax administrator for the related trust. If the related tax              
administrator is required to make a REMIC or FASIT election, we also will       
identify in the related prospectus supplement all regular interests, residual   
interests and/or ownership interests, as applicable, in the resulting REMIC or  
FASIT.                                                                          

The following discussion is limited to certificates offered under this
prospectus. In addition, this discussion applies only to the extent that the    
related trust holds only mortgage loans. If a trust holds assets other than     
mortgage loans, such as mortgage-backed securities, we will disclose in the     
related prospectus supplement the tax consequences associated with those other  
assets being included. In addition, if agreements other than guaranteed         
investment contracts are included in a trust to provide interest rate           
protection for the related offered certificates, the anticipated material tax   
consequences associated with those agreements also will be discussed in the     
related prospectus supplement. See "Description of the Trust Assets --          
Arrangements Providing Reinvestment, Interest Rate and Currency Related         
Protection."                                                                    

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   The following discussion is based in part on the rules governing original
issue discount in Sections 1271-1273 and 1275 of the Internal Revenue Code and  
in the Treasury regulations issued under those sections. It is also based in    
part on the rules governing REMICs in Sections 860A-860G of the Internal        
Revenue Code and the rules governing FASITs in Sections 860H-860L of the        
Internal Revenue Code and in the Treasury regulations issued or proposed under  
those sections. The regulations relating to original issue discount do not      
adequately address all issues relevant to, and in some instances provide that   
they are not applicable to, securities such as the offered certificates.        

REMICS                                                                          

  General. With respect to each series of offered certificates as to which
the related tax administrator will make a REMIC election, our counsel will      
deliver its opinion generally to the effect that, assuming compliance with all  
provisions of the related Governing Document, and subject to any other          
assumptions set forth in the opinion:                                           

  o the related trust, or the relevant designated portion of the trust, will
qualify as a REMIC, and                                             

o those offered certificates will represent--                           

1. regular interests in the REMIC, or                             

2. residual interests in the REMIC.                               

    Any and all offered certificates representing interests in a REMIC will be
either--                                                                        

  o REMIC regular certificates, representing regular interests in the REMIC,
or                                                                  

o REMIC residual certificates, representing residual interests in the   
REMIC.                                                              

 If an entity electing to be treated as a REMIC fails to comply with the
ongoing requirements of the Internal Revenue Code for REMIC status, it may lose 
its REMIC status. If so, the entity may become taxable as a corporation.        
Therefore, the related certificates may not be given the tax treatment          
summarized below. Although the Internal Revenue Code authorizes the Treasury    
Department to issue regulations providing relief in the event of an inadvertent 
termination of REMIC status, the Treasury Department has not done so. Any       
relief mentioned above, moreover, may be accompanied by sanctions. These        
sanctions could include the imposition of a corporate tax on all or a portion   
of a trust's income for the period in which the requirements for REMIC status   
are not satisfied. The Governing Document with respect to each REMIC will       
include provisions designed to maintain its status as a REMIC under the         
Internal Revenue Code.                                                          

Characterization of Investments in REMIC Certificates. Unless we state
otherwise in the related prospectus supplement, the offered certificates that   
are REMIC certificates will be treated as--                                     

o "real estate assets" within the meaning of Section 856(c)(5)(B) of the
     Internal Revenue Code in the hands of a real estate investment trust, and

o "loans secured by an interest in real property" or other assets       
   described in Section 7701(a)(19)(C) of the Internal Revenue Code in the
hands of a thrift institution,                                      

in the same proportion that the assets of the related REMIC are so treated.     

   However, to the extent that the REMIC assets constitute mortgage loans on
property not used for residential or other prescribed purposes, the related     
offered certificates will not be treated as assets qualifying under Section     
7701(a)(19)(C). 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        
related offered certificates will qualify for the corresponding status in their 
entirety for that calendar year.                                                

In addition, unless otherwise provided in the related prospectus      
supplement, offered certificates that are REMIC regular certificates will be:   

o "qualified mortgages" within the meaning of Section 860G(a)(3) of the 
Internal Revenue Code in the hands of another REMIC; and            

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o "permitted assets" under Section 860L(c)(1)(G) for a FASIT.           

Finally, interest, including original issue discount, on offered      
certificates that are REMIC regular certificates, and income allocated to       
offered certificates that are REMIC residual certificates, will be interest     
described in Section 856(c)(3)(B) of the Internal Revenue Code if received by a 
real estate investment trust, to the extent that these certificates are treated 
as "real estate assets" within the meaning of Section 856(c)(5)(B) of the       
Internal Revenue Code.                                                          

    The related tax administrator will determine the percentage of the REMIC's
assets that constitute assets described in the above-referenced sections of the 
Internal Revenue Code with respect to each calendar quarter based on the        
average adjusted basis of each category of the assets held by the REMIC during  
that calendar quarter. The related tax administrator will report those          
determinations to certificateholders in the manner and at the times required by 
applicable Treasury regulations.                                                

The assets of the REMIC will include, in addition to mortgage loans-- 

o collections on mortgage loans held pending payment on the related     
offered certificates, and                                           

 o any property acquired by foreclosure held pending sale, and may include
amounts in reserve accounts.                                        

   It is unclear whether property acquired by foreclosure held pending sale,
and amounts in reserve accounts, would be considered to be part of the mortgage 
loans, or whether these assets otherwise would receive the same treatment as    
the mortgage loans for purposes of the above-referenced sections of the         
Internal Revenue Code. In addition, in some instances, the mortgage loans may   
not be treated entirely as assets described in those sections of the Internal   
Revenue Code. If so, we will describe in the related prospectus supplement      
those mortgage loans that are characterized differently. The Treasury           
regulations do provide, however, that cash received from collections on         
mortgage loans held pending payment is considered part of the mortgage loans    
for purposes of Section 856(c)(5)(B) of the Internal Revenue Code, relating to  
real estate investment trusts.                                                  

    To the extent a REMIC certificate represents ownership of an interest in a
mortgage loan that is secured in part by the related borrower's interest in a   
bank account, that mortgage loan is not secured solely by real estate.          
Accordingly:                                                                    

o a portion of that certificate may not represent ownership of "loans   
 secured by an interest in real property" or other assets described in
Section 7701(a)(19)(C) of the Internal Revenue Code;                

o a portion of that certificate may not represent ownership of "real    
   estate assets" under Section 856(c)(5)(B) of the Internal Revenue Code;
and                                                                 

o the interest on that certificate may not constitute "interest on      
    obligations secured by mortgages on real property" within the meaning of
Section 856(c)(3)(B) of the Internal Revenue Code.                  

Tiered REMIC Structures. For some series of REMIC certificates, the   
related tax administrator may make two or more REMIC elections as to the        
related trust for federal income tax purposes. As to each of these series of    
REMIC certificates, our counsel will opine that each portion of the related     
trust as to which a REMIC election is to be made will qualify as a REMIC. Each  
of these series will be treated as one REMIC solely for purposes of             
determining:                                                                    

o whether the related REMIC certificates will be "real estate assets"   
    within the meaning of Section 856(c)(5)(B) of the Internal Revenue Code,

o whether the related REMIC certificates will be "loans secured by an   
   interest in real property" under Section 7701(a)(19)(C) of the Internal
Revenue Code, and                                                   

o whether the interest/income on the related REMIC certificates is      
    interest described in Section 856(c)(3)(B) of the Internal Revenue Code.

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Taxation of Owners of REMIC Regular Certificates.                     

General. Except as otherwise stated in this discussion, the Internal  
Revenue Code treats REMIC regular certificates as debt instruments issued by    
the REMIC and not as ownership interests in the REMIC or its assets. Holders of 
REMIC regular certificates that otherwise report income under the cash method   
of accounting must nevertheless report income with respect to REMIC regular     
certificates under the accrual method.                                          

Original Issue Discount. Some REMIC regular certificates may be issued
with original issue discount within the meaning of Section 1273(a) of the       
Internal Revenue Code. Any holders of REMIC regular certificates issued with    
original issue discount generally will have to include original issue discount  
in income as it accrues, in accordance with a constant yield method, prior to   
the receipt of the cash attributable to that income. The IRS has issued         
regulations under Section 1271 to 1275 of the Internal Revenue Code generally   
addressing the treatment of debt instruments issued with original issue         
discount. Section 1272(a)(6) of the Internal Revenue Code provides special      
rules applicable to the accrual of original issue discount on, among other      
things, REMIC regular certificates. The Treasury Department has not issued      
regulations under that section. You should be aware, however, that Section      
1272(a)(6) and the regulations under Sections 1271 to 1275 of the Internal      
Revenue Code do not adequately address all issues relevant to, or are not       
applicable to, prepayable securities such as the offered certificates. We       
recommend that you consult with your own tax advisor concerning the tax         
treatment of your offered certificates.                                         

  The Internal Revenue Code requires, in computing the accrual of original
issue discount on REMIC regular certificates, that a reasonable assumption be   
used concerning the rate at which borrowers will prepay the mortgage loans held 
by the related REMIC. Further, adjustments must be made in the accrual of that  
original issue discount to reflect differences between the prepayment rate      
actually experienced and the assumed prepayment rate. The prepayment assumption 
is to be determined in a manner prescribed in Treasury regulations that the     
Treasury Department has not yet issued. The Committee Report indicates that the 
regulations should provide that the prepayment assumption used with respect to  
a REMIC regular certificate is determined once, at initial issuance, and must   
be the same as that used in pricing. 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 we nor any other person will make any   
representation that the mortgage loans underlying any series of REMIC regular   
certificates will in fact prepay at a rate conforming to the prepayment         
assumption or at any other rate or that the IRS will not challenge on audit the 
prepayment assumption used.                                                     

  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 those certificates are 
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 related date of initial issuance of those           
certificates, the issue price for that class will be the fair market value of   
that class on the date of initial issuance.                                     

Under the Treasury regulations, the stated redemption price of a REMIC
regular certificate is equal to the total of all payments to be made on that    
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:                                                     

o a single fixed rate,                                                  

o a "qualified floating rate,"                                          

o an "objective rate,"                                                  

  o a combination of a single fixed rate and one or more "qualified floating
rates,"                                                             

  o a combination of a single fixed rate and one "qualified inverse floating
rate," or                                                           

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o a combination of "qualified floating rates" that does not operate in a
    manner that accelerates or defers interest payments on the REMIC regular
certificate.                                                        

In the case of REMIC regular certificates bearing adjustable interest 
rates, the determination of the total amount of original issue discount and the 
timing of the inclusion of that discount will vary according to the             
characteristics of those certificates. If the original issue discount rules     
apply to those certificates, we will describe in the related prospectus         
supplement the manner in which those rules will be applied with respect to      
those certificates in preparing information returns to the certificateholders   
and the IRS.                                                                    

Some classes of REMIC regular certificates may provide that the first 
interest payment with respect to those certificates be made more than one month 
after the date of initial issuance, a period that is longer than the subsequent 
monthly intervals between interest payments. Assuming the accrual period for    
original issue discount is the monthly period that ends on each payment date,   
then, as a result of this long first accrual period, some or all interest       
payments may be required to be included in the stated redemption price of the   
REMIC regular certificate and accounted for as original issue discount. Because 
interest on REMIC regular certificates must in any event be accounted for under 
an accrual method, applying this analysis would result in only a slight         
difference in the timing of the inclusion in income of the yield on the REMIC   
regular certificates.                                                           

   In addition, if the accrued interest to be paid on the first payment date
is computed with respect to a period that begins prior to the date of initial   
issuance, a portion of the purchase price paid for a REMIC regular certificate  
will reflect that accrued interest. In those 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 prior to   
the date of initial issuance is treated as part of the overall cost of the      
REMIC regular certificate. Therefore, the portion of the interest paid on the   
first payment date in excess of interest accrued from the date of initial       
issuance to the first payment date is included in the stated redemption price   
of the REMIC regular certificate. However, the Treasury regulations state that  
all or some portion of this accrued interest may be treated as a separate       
asset, the cost of which is recovered entirely out of interest paid on the      
first payment date. It is unclear how an election to do so would be made under  
these regulations and whether this 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       
certificate multiplied by its weighted average maturity. For this purpose, the  
weighted average maturity of a REMIC regular certificate is computed as the sum 
of the amounts determined, as to each payment included in the stated redemption 
price of the certificate, by multiplying:                                       

 o the number of complete years, rounding down for partial years, from the
date of initial issuance, until that payment is expected to be made,
presumably taking into account the prepayment assumption, by        

o a fraction--                                                          

1. the numerator of which is the amount of the payment, and       

    2. the denominator of which is the stated redemption price at maturity
of the certificate.                                         

Under the Treasury 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:                                                                     

o the total amount of the de minimis original issue discount, and       

o a fraction--                                                          

1.  the numerator of which is the amount of the principal payment, and

 2.  the denominator of which is the outstanding stated principal amount
of the subject REMIC regular certificate.                     

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The Treasury regulations also would permit you to elect to accrue de  
minimis original issue discount into income currently based on a constant yield 
method. See "-- REMICs -- Taxation of Owners of REMIC Regular Certificates --   
Market Discount" below for a description of that election under the applicable  
Treasury regulations.                                                           

   If original issue discount on a REMIC regular certificate is in excess of
a de minimis amount, the holder of the 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 the 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 described below in this "-- Original Issue       
Discount" subsection.                                                           

 As to each accrual period, the related tax administrator will calculate
the original issue discount that accrued during that accrual period. For these  
purposes, an accrual period is, unless we otherwise state in the related        
prospectus supplement, the period that begins on a date that corresponds to a   
payment date, or in the case of the first accrual period, begins on the date of 
initial issuance, and ends on the day preceding the immediately following       
payment date. The portion of original issue discount that accrues in any        
accrual period will equal the excess, if any, of:                               

o the sum of:                                                           

   1.  the present value, as of the end of the accrual period, of all of the
payments remaining to be made on the subject REMIC regular    
        certificate, if any, in future periods, presumably taking into account
the prepayment assumption, and                                

2.  the payments made on that certificate during the accrual period of
amounts included in the stated redemption price, over         

  o the adjusted issue price of the subject REMIC regular certificate at the
beginning of the accrual period.                                    

The adjusted issue price of a REMIC regular certificate is:           

o the issue price of the certificate, increased by                      

o the total amount of original issue discount previously accrued on the 
certificate, reduced by                                             

o the amount of all prior payments of amounts included in its stated    
redemption price.                                                   

The present value of the remaining payments referred to in item 1. of the       
second preceding sentence will be calculated:                                   

  o assuming that payments on the REMIC regular certificate will be received
    in future periods based on the related mortgage loans being prepaid at a
rate equal to the prepayment assumption;                            

o using a discount rate equal to the original yield to maturity of the  
     certificate, based on its issue price and the assumption that the related
mortgage loans will be prepaid at a rate equal to the prepayment    
assumption; and                                                     

o taking into account events, including actual prepayments, that have   
occurred before the close of the accrual period.                    

  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 that day.  

  A subsequent purchaser of a REMIC regular certificate that purchases the
certificate at a cost, excluding any portion of that cost attributable to       
accrued qualified stated interest, that is 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 the certificate.        
However, the daily portion will be reduced, if the cost is in excess of its     
adjusted issue price, in proportion to the ratio that the excess bears to the   
total original issue discount remaining to be accrued on the certificate. The   
adjusted issue price of a REMIC regular certificate, as of any date of          
determination, equals the sum of:                                               

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o the adjusted issue price or, in the case of the first accrual period, 
      the issue price, of the certificate at the beginning of the accrual period
which includes that date of determination, and                      

o the daily portions of original issue discount for all days during that
accrual period prior to that date of determination.                 

    If the foregoing method for computing original issue discount results in a
negative amount of original issue discount as to any accrual period with        
respect to a REMIC regular certificate held by you, the amount of original      
issue discount accrued for that accrual period will be zero. You may not deduct 
the negative amount currently. Instead, you will only be permitted to offset it 
against future positive original issue discount, if any, attributable to the    
certificate. Although not free from doubt, it is possible that you may be       
permitted to recognize a loss to the extent your basis in the certificate       
exceeds the maximum amount of payments that you could ever receive with respect 
to the certificate. However, the loss may be a capital loss, which is limited   
in its deductibility. The foregoing considerations are particularly relevant to 
certificates that have no, or a disproportionately small, amount of principal   
because they can have negative yields if the mortgage loans held by the related 
REMIC prepay more quickly than anticipated. See "Risk Factors -- The Investment 
Performance of Your Offered Certificate Will Depend Upon Payments, Defaults and 
Losses on the Underlying Mortgage Loans; and Those Payments, Defaults and       
Losses may be Highly Unpredictable."                                            

    The Treasury regulations in some circumstances permit the holder of a debt
instrument to recognize original issue discount under a method that differs     
from that used by the issuer. Accordingly, it is possible that you may be able  
to select a method for recognizing original issue discount that differs from    
that used by the trust in preparing reports to you and the IRS. Prospective     
purchasers of the REMIC regular certificates should consult their tax advisors  
concerning the tax treatment of these certificates in this regard.              

   Market Discount. You will be considered to have purchased a REMIC regular
certificate at a market discount if--                                           

  o in the case of a certificate issued without original issue discount, you
purchased the certificate at a price less than its remaining stated 
principal amount, or                                                

o in the case of a certificate issued with original issue discount, you 
    purchased the certificate at a price less than its adjusted issue price.

 If you purchase a REMIC regular certificate with more than a de minimis
amount of market discount, you will recognize gain upon receipt of each payment 
representing stated redemption price. Under Section 1276 of the Internal        
Revenue Code, you generally will be required to allocate the portion of each    
payment representing some or all of the stated redemption price first to        
accrued market discount not previously included in income. You must recognize   
ordinary income to that extent. You 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, this election will apply to all market  
discount bonds acquired by you on or after the first day of the first taxable   
year to which this election applies.                                            

  The Treasury regulations also permit you 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. Your    
making this election with respect to a REMIC regular certificate with market    
discount would be deemed to be an election to include currently market discount 
in income with respect to all other debt instruments with market discount that  
you acquire during the taxable year of the election or thereafter, and possibly 
previously acquired instruments. Similarly, your making this election as to a   
certificate acquired at a premium would be deemed to be an election to amortize 
bond premium, with respect to all debt instruments having amortizable bond      
premium that you own or acquire. See "-- REMICs -- Taxation of Owners of REMIC  
Regular Certificates -- Premium" below.                                         

    Each of the elections described above to accrue interest and discount, and
to amortize premium, with respect to a certificate on a constant yield method   
or as interest would be irrevocable except with the approval of the IRS.        

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   However, market discount with respect to a REMIC regular certificate will
be considered to be de minimis for purposes of Section 1276 of the Internal     
Revenue Code if the market discount is less than 0.25% of the remaining stated  
redemption price of the 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 Treasury regulations refer to the weighted average maturity   
of obligations. 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 "-- REMICs -- Taxation of Owners of REMIC Regular   
Certificates -- Original Issue Discount" above. This 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 Internal Revenue 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, the relevant rules described in the Committee Report apply. The     
Committee Report indicates that in each accrual period, you may accrue market   
discount on a REMIC regular certificate held by you, at your option:            

o on the basis of a constant yield method,                              

 o in the case of a 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 certificate as of
the beginning of the accrual period, or                             

 o in the case of a 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 amount of original issue discount remaining on the certificate at
the beginning of the accrual period.                                

The prepayment assumption used in calculating the accrual of original 
issue discount is also used in calculating the accrual of market discount.      

    To the extent that REMIC regular certificates provide for monthly or other
periodic payments 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 the 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 the 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, Section 1277 of the Internal Revenue Code may require you to 
defer a portion of your 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 deferred interest expense would not exceed  
the market discount that accrues during the related taxable year and is, in     
general, allowed as a deduction not later than the year in which the related    
market discount is includible in income. If you have elected, however, to       
include market discount in income currently as it accrues, the interest         
deferral rule described above would not apply.                                  

 Premium. A REMIC regular certificate purchased at a cost, excluding any
portion of the cost attributable to accrued qualified stated interest, that is  
greater than its remaining stated redemption price will be considered to be     
purchased at a premium. You may elect under Section 171 of the Internal Revenue 
Code to amortize the premium under the constant yield method over the life of   
the certificate. If you elect to amortize bond premium, bond premium would be   
amortized on a constant yield method                                            

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and would be applied as an offset against qualified stated interest. If made,   
this election will apply to all debt instruments having amortizable bond        
premium that you own or subsequently acquire. The IRS has issued regulations on 
the amortization of bond premium, but they specifically do not apply to holders 
of REMIC regular certificates.                                                  

    The Treasury regulations also permit you to elect to include all interest,
discount and premium in income based on a constant yield method, further        
treating you as having made the election to amortize premium generally. See "-- 
Taxation of Owners of REMIC Regular Certificates -- Market Discount" above. The 
Committee Report states that the same rules that apply to accrual of market     
discount and require the use of a prepayment assumption in accruing market      
discount with respect to REMIC regular certificates without regard to whether   
those certificates have original issue discount, will also apply in amortizing  
bond premium under Section 171 of the Internal Revenue Code.                    

 Whether you will be treated as holding a REMIC regular certificate with
amortizable bond premium will depend on--                                       

o the purchase price paid for your offered certificate, and             

o the payments remaining to be made on your offered certificate at the  
time of its acquisition by you.                                     

If you acquire an interest in any class of REMIC regular certificates 
issued at a premium, you should consider consulting your own tax advisor        
regarding the possibility of making an election to amortize the premium.        

 Realized Losses. Under Section 166 of the Internal Revenue Code, if you
are either a corporate holder of a REMIC regular certificate and or a           
noncorporate holder of a REMIC regular certificate that acquires the            
certificate in connection with a trade or business, you should be allowed to    
deduct, as ordinary losses, any losses sustained during a taxable year in which 
your offered certificate becomes wholly or partially worthless as the result of 
one or more realized losses on the related mortgage loans. However, if you are  
a noncorporate holder that does not acquire a REMIC regular certificate in      
connection with a trade or business, it appears that--                          

o you will not be entitled to deduct a loss under Section 166 of the    
Internal Revenue Code until your offered certificate becomes wholly 
    worthless, which is when its principal balance has been reduced to zero,
and                                                                 

o the loss will be characterized as a short-term capital loss.          

You will also have to accrue interest and original issue discount with
respect to your REMIC regular certificate, without giving effect to any         
reductions in payments attributable to defaults or delinquencies on the related 
mortgage loans, until it can be established that those payment reductions are   
not recoverable. As a result, your taxable income in a period could exceed your 
economic income in that period. If any of those amounts previously included in  
taxable income are not ultimately received due to a loss on the related         
mortgage loans, you should be able to recognize a loss or reduction in income.  
However, the law is unclear with respect to the timing and character of this    
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, the Internal Revenue Code does not subject a REMIC to entity-level    
taxation, except with regard to prohibited transactions and the other           
transactions described under "-- REMICs -- Prohibited Transactions Tax and      
Other Taxes" below. Rather, a holder of REMIC residual certificates must        
generally take in income the taxable income or net loss of the related REMIC.   
Accordingly, the Internal Revenue Code treats the REMIC residual certificates   
much differently than it would if they were direct ownership interests in the   
related mortgage loans or as debt instruments issued by the related REMIC.      

Holders of REMIC residual certificates generally will be required to  
report their daily portion of the taxable income or, subject to the limitations 
noted in this discussion, the net loss of the related REMIC for each day during 
a calendar quarter that they own those certificates. 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                                            

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days per month/90 days per quarter/360 days per year" convention unless we      
otherwise disclose in the related prospectus supplement. These daily amounts    
then will be allocated among the holders of the REMIC residual certificates in  
proportion to their respective ownership interests on that day. Any amount      
included in the certificateholders' gross income or allowed as a loss to them   
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 "-- REMICs -- Taxation of Owners of REMIC Residual Certificates -- Taxable   
Income of the REMIC." Holders of REMIC residual certificates must report the    
taxable income of the related REMIC without regard to the timing or amount of   
cash payments by the REMIC until the REMIC's termination. Income derived from   
the REMIC residual certificates will be "portfolio income" for the purposes of  
the limitations under Section 469 of the Internal Revenue Code on the           
deductibility of "passive losses."                                              

 A holder of a REMIC residual certificate that purchased the certificate
from a prior holder 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 related REMIC for each day that it holds the REMIC residual certificate. 
These daily amounts generally will equal the amounts of taxable income or net   
loss determined as described above. The Committee Report indicates that         
modifications of the general rules may be made, by regulations, legislation or  
otherwise to reduce, or increase, the income of a holder of a REMIC residual    
certificate. These modifications would occur when a holder purchases the REMIC  
residual certificate from a prior holder at a price other than the adjusted     
basis that the REMIC residual certificate would have had in the hands of an     
original holder of that certificate. The Treasury regulations, however, do not  
provide for these modifications.                                                

Any payments that you receive from the seller of a REMIC residual     
certificate in connection with the acquisition of that certificate will be      
income to you. Although it is possible that these payments would be includible  
in income immediately upon receipt, the IRS might assert that you should        
include these payments in income over time according to an amortization         
schedule or according to some other method. Because of the uncertainty          
concerning the treatment of these payments, we recommend that you consult your  
tax advisor concerning the treatment of these payments for income tax purposes. 

  Tax liability with respect to the amount of income that holders of REMIC
residual certificates will be required to report, will often exceed the amount  
of cash payments received from the related REMIC for the corresponding period.  
Consequently, you should have--                                                 

  o other sources of funds sufficient to pay any federal income taxes due as
a result of your ownership of REMIC residual certificates, or       

o unrelated deductions against which income may be offset.              

See, however, the rules discussed below relating to:                            

o excess inclusions,                                                    

o residual interests without significant value, and                     

o noneconomic residual interests.                                       

The fact that the tax liability associated with this income allocated to you    
may exceed the cash payments received by you for the corresponding period may   
significantly and adversely affect their after-tax rate of return. This         
disparity between income and payments may not be offset by corresponding losses 
or reductions of income attributable to your REMIC residual certificates until  
subsequent tax years. Even then, the extra income may not be completely offset  
due to changes in the Internal Revenue Code, tax rates or character of the      
income or loss. Therefore, REMIC residual certificates will ordinarily have a   
negative value at the time of issuance. See "Risk Factors -- Residual Interests 
in a Real Estate Mortgage Investment Conduit Have Adverse Tax Consequences."    

Taxable Income of the REMIC. The taxable income of a REMIC will equal:

o the income from the mortgage loans and other assets of the REMIC; plus

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o any cancellation of indebtedness income due to the allocation of      
      realized losses to those REMIC certificates constituting regular interests
in the REMIC; less the following items--                            

  1.  the deductions allowed to the REMIC for interest, including original
        issue discount but reduced by any premium on issuance, on any class of
 REMIC certificates constituting regular interests in the REMIC,
whether offered or not,                                       

  2.  amortization of any premium on the mortgage loans held by the REMIC,

   3.  bad debt losses with respect to the mortgage loans held by the REMIC,
and                                                           

4.  except as described below in this "-- Taxable Income of the REMIC"
subsection, servicing, administrative and other expenses.     

For purposes of determining its taxable income, a REMIC will have an  
initial aggregate basis in its assets equal to the sum of the issue prices of   
all REMIC certificates, or in the case of REMIC certificates not sold           
initially, their fair market values. The 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 "--       
REMICs -- Taxation of Owners of REMIC Regular Certificates -- Original Issue    
Discount." The issue price of a REMIC certificate received in exchange for an   
interest in mortgage loans or other property will equal the fair market value   
of the interests in the mortgage loans or other property. Accordingly, if one   
or more classes of REMIC certificates are retained initially rather than sold,  
the related tax administrator may be required to estimate the fair market value 
of these interests in order to determine the basis of the REMIC in the mortgage 
loans and other property held by the REMIC.                                     

Subject to possible application of the de minimis rules, the method of
accrual by a 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 method is a constant yield method taking into account the    
prepayment assumption. However, a REMIC that acquires loans at a market         
discount must include that market discount in income currently, as it accrues,  
on a constant yield basis. See "-- REMICs -- Taxation of Owners of REMIC        
Regular Certificates" above, which describes a method for accruing the 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 REMIC will acquire a mortgage loan with discount, or premium, to the
extent that the REMIC's basis, determined as described in the preceding         
paragraph, is different from its stated redemption price. Discount will be      
includible in the income of the REMIC as it accrues, in advance of receipt of   
the cash attributable to that income, under a method similar to the method      
described above for accruing original issue discount on the REMIC regular       
certificates. A REMIC probably will elect under Section 171 of the Internal     
Revenue Code to amortize any premium on the mortgage loans that it holds.       
Premium on any mortgage loan to which this election applies may be amortized    
under a constant yield method, presumably taking into account the prepayment    
assumption.                                                                     

   A REMIC will be allowed deductions for interest, including original issue
discount, on all of the certificates that constitute regular interests in the   
REMIC, whether or not offered hereby, as if those certificates were             
indebtedness of the REMIC. Original issue discount will be considered to accrue 
for this purpose as described above under "-- REMICs -- Taxation of Owners of   
REMIC Regular Certificates -- Original Issue Discount." However, the de minimis 
rule described in that section will not apply in determining deductions.        

    If a class of REMIC regular certificates is issued at a price in excess of
the stated redemption price of that class, the net amount of interest           
deductions that are allowed to the REMIC in each taxable year with respect to   
those certificates will be reduced by an amount equal to the portion of that    
excess that is considered to be amortized in that year. It appears that this    
excess should be amortized under a constant yield method in a manner analogous  
to the method of accruing original issue discount described above under "--     
REMICs -- Taxation of Owners of REMIC Regular Certificates -- Original Issue    
Discount."                                                                      

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   As a general rule, the taxable income of a REMIC will be determined 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 "-- REMICs -- Prohibited Transactions Tax and Other Taxes" below. Further,  
the limitation on miscellaneous itemized deductions imposed on individuals by   
Section 67 of the Internal Revenue Code will not be applied at the REMIC level  
so that the REMIC will be allowed full deductions for servicing, administrative 
and other noninterest expenses in determining its taxable income. All those     
expenses will be allocated as a separate item to the holders of the related     
REMIC certificates, subject to the limitation of Section 67 of the Internal     
Revenue Code. See "-- REMICs -- Taxation of Owners of REMIC Residual            
Certificates -- Possible Pass-Through of Miscellaneous Itemized Deductions"     
below. If the deductions allowed to the REMIC exceed its gross income for a     
calendar quarter, the 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:                                          

o the amount paid for that REMIC residual certificate,                  

  o increased by, amounts included in the income of the holder of that REMIC
residual certificate, and                                           

o decreased, but not below zero, by payments made, and by net losses    
allocated, to the holder of that REMIC residual certificate.        

A holder of a REMIC residual certificate is not allowed to take into  
account any net loss for any calendar quarter to the extent that the net loss   
exceeds the adjusted basis to that holder as of the close of that calendar      
quarter, determined without regard to that 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.          

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 the REMIC residual certificate. To the extent a distribution  
on a REMIC residual certificate exceeds the holder's adjusted basis, it will be 
treated as gain from the sale of that REMIC residual certificate.               

   A holder's basis in a REMIC residual certificate will initially equal the
amount paid for the certificate and will be increased by that holder's          
allocable share of taxable income of the related REMIC. However, these          
increases in basis may not occur until the end of the calendar quarter, or      
perhaps the end of the calendar year, with respect to which the related REMIC's 
taxable income is allocated to that holder. To the extent the initial basis of  
the holder of a REMIC residual certificate is less than the payments to that    
holder, and increases in the initial basis either occur after these payments    
or, together with the initial basis, are less than the amount of these          
payments, gain will be recognized to that holder on these payments. This gain   
will be treated as gain from the sale of its REMIC residual certificate.        

    The effect of these rules is that a holder of a REMIC residual certificate
may not amortize its basis in a REMIC residual certificate, but may only        
recover its basis:                                                              

o through payments,                                                     

o through the deduction of any net losses of the REMIC, or              

  o upon the sale of its REMIC residual certificate. See "-- REMICs -- 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 see "--REMICs--Taxation of Owners of REMIC Residual             
Certificates--General" above. These adjustments could require a holder of a     
REMIC residual certificate to account for any difference between the cost of    
the certificate to the holder and the adjusted basis of the certificate would   
have been in the hands of an original holder.                                   

   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:                                

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o the daily portions of REMIC taxable income allocable to that          
certificate, over                                                   

o the sum of the daily accruals for each day during the quarter that the
certificate was held by that holder.                                

The daily accruals of a holder of a REMIC residual certificate will be
determined by allocating to each day during a calendar quarter its ratable      
portion of a numerical calculation. That calculation is 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 date   
of initial issuance. For this purpose, the adjusted issue price of a REMIC      
residual certificate as of the beginning of any calendar quarter will be equal  
to:                                                                             

o the issue price of the certificate, increased by                      

  o the sum of the daily accruals for all prior quarters, and decreased, but
not below zero, by                                                  

o any payments made with respect to the certificate before the beginning
of that quarter.                                                    

 The issue price of a REMIC residual certificate is the initial offering
price to the public at which a substantial amount of the REMIC residual         
certificates were sold, but excluding sales to bond houses, brokers and         
underwriters or, if no sales have been made, their initial value. 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.                                                                        

Although it has not done so, the Treasury Department has authority to 
issue regulations that would treat the entire amount of income accruing on a    
REMIC residual certificate as excess inclusions if the REMIC residual interest  
evidenced by that certificate is considered not to have significant value.      

For holders of REMIC residual certificates, excess inclusions:        

o will not be permitted to be offset by deductions, losses or loss      
carryovers from other activities,                                   

o will be treated as unrelated business taxable income to an otherwise  
tax-exempt organization, and                                        

o 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 payments to holders of REMIC residual certificates that are
     foreign investors. See, however, "-- REMICs -- Foreign Investors in REMIC
Certificates" below.                                                

Furthermore, for purposes of the alternative minimum tax:             

 o excess inclusions will not be permitted to be offset by the alternative
tax net operating loss deduction, and                               

o alternative minimum taxable income may not be less than the taxpayer's
excess inclusions.                                                  

This last rule has the effect of preventing non-refundable tax credits
from reducing the taxpayer's income tax to an amount lower than the alternative 
minimum tax on excess inclusions.                                               

In the case of any REMIC residual certificates held by a real estate  
investment trust, or REIT, the total excess inclusions with respect to these    
REMIC residual certificates will be allocated among the shareholders of the     
REIT in proportion to the dividends received by the shareholders from the REIT. 
Any amount so allocated will be treated as an excess inclusion with respect to  
a REMIC residual certificate as if held directly by the shareholder. The total  
excess inclusions referred to in the previous sentence will be reduced, but not 
below zero, by any REIT taxable income, within the meaning of Section 857(b)(2) 
of the Internal Revenue Code, other than any net capital gain. Treasury         
regulations yet to be issued could apply a similar rule to:                     

o regulated investment companies,                                       

o common trusts, and                                                    

o some cooperatives.                                                    

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   The Treasury regulations, however, currently do not address this subject.

  Noneconomic REMIC Residual Certificates. Under the Treasury 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 a   
transfer is disregarded, the purported transferor will continue to remain       
liable for any taxes due with respect to the income on the noneconomic REMIC    
residual certificate. The Treasury 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 related Governing Document:                                              

 o the present value of the expected future payments on the REMIC residual
    certificate equals at least the present value of the expected tax on the
anticipated excess inclusions, and                                  

o the transferor reasonably expects that the transferee will receive    
   payments 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 present value calculation referred to above is calculated 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. This rate is computed and published monthly by  
the IRS.                                                                        

Accordingly, all transfers of REMIC residual certificates that may    
constitute noneconomic residual interests will be subject to restrictions under 
the terms of the related Governing Document that are intended to reduce the     
possibility of any transfer being disregarded. These restrictions will require  
an affidavit:                                                                   

  o from each party to the transfer, stating that no purpose of the transfer
is to impede the assessment or collection of tax,                   

o from the prospective transferee, providing representations as to its  
financial condition, and                                            

o from the prospective transferor, stating that it has made a reasonable
     investigation to determine the transferee's historic payment of its debts
    and ability to continue to pay its debts as they come due in the future.

  The Treasury has issued proposed regulations that would revise this safe
harbor. The proposed regulations would make the safe harbor unavailable unless  
the present value of the anticipated tax liabilities associated with holding    
the residual interest did not exceed the sum of:                                

o the present value of any consideration given to the transferee to     
acquire the interest,                                               

 o the present value of the expected future distributions on the interest,
and                                                                 

o the present value of the anticipated tax savings associated with the  
holding of the interest as the REMIC generates losses.              

Present values would be computed using a discount rate equal to an    
applicable Federal rate, except that if a transferee could demonstrate that it  
borrowed regularly in the course of its trade or business substantial funds at  
a lower rate from unrelated third parties, that lower rate could be used as the 
discount rate.                                                                  

    Additionally, the Treasury has issued Revenue Procedure 2001-12 addressing
the transfer of noneconomic residual interest. Revenue Procedure 2001-12        
restates the minimum transfer price test safe harbor described in the proposed  
Treasury regulations discussed above and adds an alternative test for meeting   
the safe harbor. To qualify for the alternative safe harbor:                    

o at the time of the transfer, and at the close of each of the          
 transferee's two fiscal years preceding the year of the transfer, for
     financial reporting purposes, the transferee's gross assets exceeded $100
million and its net assets exceeded $10 million;                    

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o the transferee is an "eligible corporation" as defined in Section     
      860L(a)(2) of the Code that enters a written agreement that any subsequent
      transfer of the interest will be to another eligible corporation in a safe
harbor transaction (i.e., a fully taxable domestic corporation); and

o the facts and circumstances known to the transferor on or before the  
date of the transfer must not reasonably indicate that the taxes    
associated with the residual interest will not be paid.             

   With respect to the facts and circumstances described in the third bullet
of the preceding paragraph, the consideration given to the transferee to        
acquire the noneconomic residual interest in the REMIC is only one factor to be 
considered. However, if the amount of consideration is so low that under any    
set of reasonable assumptions a reasonable person would conclude that the taxes 
associated with holding the residual interest will not be paid, then the        
transferor is deemed to know that the transferee cannot or will not pay. The    
specific terms of the minimum transfer price test do not need to be used in     
determining whether the amount of consideration is too low.                     

  Additionally, with respect to the alternative safe harbor test described
above, the gross assets and net assets of a transferee do not include any       
obligation of a person related to the transferee as described in Section        
860L(g) of the Code or any other asset if a principal purpose for holding or    
acquiring the asset is to permit the transferee to satisfy the alternative      
test. In addition, a transfer fails to meet the requirements of the alternative 
test if the transferor knows, or has reason to know that the transferee will    
not honor the restrictions on subsequent transfers of the residual interest.    
Furthermore, the second condition of the alternative test above fails to be     
satisfied in the case of any transfer or assignment of the interest to a        
foreign branch of an eligible corporation or any other arrangement by which the 
interest is at any time subject to net tax by a foreign country or possession   
of the United States.                                                           

    Revenue Procedure 2001-12 applies to all transfers of noneconomic residual
interests in REMICs occurring on or after February 4, 2000. The Governing       
Document will require that all transferees of residual certificates furnish an  
affidavit as to the applicability of one of the safe harbors of Revenue         
Procedure 2001-12, unless the transferor has waived the requirement that the    
transferee do so.                                                               

Prospective investors should consult their own tax advisors as to the 
applicability and effect of these alternative safe harbor tests.                

  Prior to purchasing a REMIC residual certificate, prospective purchasers
should consider the possibility that a purported transfer of a REMIC residual   
certificate to another party at some future date may be disregarded in          
accordance with the above-described rules. This would result in the retention   
of tax liability by the transferor with respect to that purported transfer.     

   We will disclose in the related prospectus supplement whether the offered
REMIC residual certificates may be considered noneconomic residual interests    
under the Treasury regulations. However, we will base any disclosure that a     
REMIC residual certificate will not be considered noneconomic upon various      
assumptions. Further, we will make no representation that a REMIC residual      
certificate will not be considered noneconomic for purposes of the              
above-described rules.                                                          

See "-- REMICs -- Foreign Investors in REMIC Certificates" below for  
additional restrictions applicable to transfers of REMIC residual certificates  
to foreign persons.                                                             

Mark-to-Market Rules. Regulations under Section 475 of the Internal   
Revenue Code require 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. These regulations    
provide that for purposes of this mark-to-market requirement, a REMIC residual  
certificate is not treated as a security for purposes of Section 475 of the     
Internal Revenue Code. Thus, a REMIC residual certificate is not subject to the 
mark-to-market rules. We recommend that prospective purchasers of a REMIC       
residual certificate consult their tax advisors regarding these regulations.    

Transfers of REMIC Residual Certificates to Investors That are Foreign
Persons. Unless we otherwise state in the related prospectus supplement,        
transfers of REMIC residual certificates to investors that are foreign persons  
under the Internal Revenue Code will be prohibited under the related Governing  
Documents.                                                                      

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   If transfers of REMIC residual certificates to investors that are foreign
persons are permitted under the related Governing Documents, and such a         
transfer takes place, then it is possible that the transfer will be disregarded 
for all federal tax purposes. The applicable Treasury regulations provide that  
a transfer of a REMIC residual certificate that has "tax avoidance potential"   
to a non-U.S. Person will be disregarded for all federal tax purposes, unless   
the transferee's income is effectively connected with the conduct of a trade or 
business within the United States. A REMIC residual certificate is deemed to    
have tax avoidance potential unless, at the time of the transfer--              

o the future value of expected distributions equals at least 30% of the 
anticipated excess inclusions after the transfer, and               

o the transferor reasonably expects that the transferee will receive    
     sufficient distributions from the REMIC at or after the time at which the
excess inclusions accrue and prior to the end of the next succeeding
  taxable year for the accumulated withholding tax liability to be paid.

   If the non-U.S. Person transfers the REMIC residual certificate back to a
U.S. Person, the transfer will be disregarded and the foreign transferor will   
continue to be treated as the owner unless arrangements are made so that the    
transfer does not have the effect of allowing the transferor to avoid tax on    
accrued excess inclusions.                                                      

   Pass-Through of Miscellaneous Itemized Deductions. Fees and expenses of a
REMIC generally will be allocated to the 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 these fees and expenses should be allocated to the holders of the    
related REMIC regular certificates. Unless we state otherwise in the related    
prospectus supplement, however, these fees and expenses will be allocated to    
holders of the related REMIC residual certificates in their entirety and not to 
the holders of the related REMIC regular certificates.                          

 If the holder of a REMIC certificate receives an allocation of fees and
expenses in accordance with the preceding discussion, and if that holder is:    

o an individual,                                                        

o an estate or trust, or                                                

o a Pass-Through Entity beneficially owned by one or more individuals,  
estates or trusts,                                                  

then--                                                                

  o an amount equal to this individual's, estate's or trust's share of these
   fees and expenses will be added to the gross income of this holder, and

o the individual's, estate's or trust's share of these fees and expenses
      will be treated as a miscellaneous itemized deduction allowable subject to
    the limitation of Section 67 of the Internal Revenue Code, which permits
    the deduction of these fees and expenses only to the extent they exceed,
in total, 2% of a taxpayer's adjusted gross income.                 

In addition, Section 68 of the Internal Revenue 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:                                                                             

o 3% of the excess of the individual's adjusted gross income over the   
specified amount, or                                                

o 80% of the amount of itemized deductions otherwise allowable for the  
taxable year.                                                       

 Furthermore, in determining the alternative minimum taxable income of a
holder of a REMIC certificate that is--                                         

o an individual,                                                        

o an estate or trust, or                                                

o a Pass-Through Entity beneficially owned by one or more individuals,  
estates or trusts,                                                  

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no deduction will be allowed for the holder's allocable portion of servicing    
fees and other miscellaneous itemized deductions of the REMIC, even though an   
amount equal to the amount of these fees and other deductions will be included  
in the holder's gross income.                                                   

The amount of additional taxable income reportable by holders of REMIC
certificates that are subject to the limitations of either Section 67 or        
Section 68 of the Internal Revenue Code, or the complete disallowance of the    
related expenses for alternative minimum tax purposes, may be substantial.      

    Accordingly, REMIC certificates to which these expenses are allocated will
generally not be appropriate investments for:                                   

o an individual,                                                        

o an estate or trust, or                                                

o a Pass-Through Entity beneficially owned by one or more individuals,  
estates or trusts.                                                  

We recommend that those prospective investors consult with their tax  
advisors prior to making an investment in a REMIC certificate to which these    
expenses are allocated.                                                         

  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:                                                                          

o the cost of the certificate to that certificateholder, increased by   

o income reported by that certificateholder with respect to the         
      certificate, including original issue discount and market discount income,
and reduced, but not below zero, by                                 

  o payments on the certificate received by that certificateholder amortized
   premium and realized losses allocated to the certificate and previously
deducted by the certificateholder.                                  

  The adjusted basis of a REMIC residual certificate will be determined as
described above under "-- REMICs -- Taxation of Owners of REMIC Residual        
Certificates -- Basis Rules, Net Losses and Distributions." Except as described 
below in this "-- Sales of REMIC Certificates" subsection, any gain or loss     
from your sale of a REMIC certificate will be capital gain or loss, provided    
that you hold the certificate as a capital asset within the meaning of Section  
1221 of the Internal Revenue Code, which is generally property held for         
investment.                                                                     

In addition to the recognition of gain or loss on actual sales, the   
Internal Revenue Code requires the recognition of gain, but not loss, upon the  
constructive sale of an appreciated financial position. A constructive sale of  
an appreciated financial position occurs if a taxpayer enters into a            
transaction or series of transactions that have the effect of substantially     
eliminating the taxpayer's risk of loss and opportunity for gain with respect   
to the financial instrument. Debt instruments that--                            

o entitle the holder to a specified principal amount,                   

o pay interest at a fixed or variable rate, and                         

o are not convertible into the stock of the issuer or a related party,  

cannot be the subject of a constructive sale for this purpose. Because most     
REMIC regular certificates meet this exception, Section 1259 will not apply to  
most REMIC regular certificates. However, REMIC regular certificates that have  
no, or a disproportionately small, amount of principal, can be the subject of a 
constructive sale.                                                              

  Finally, a taxpayer may elect to have net capital gain taxed at ordinary
income rates rather than capital gains rates in order to include the net        
capital gain in total net investment income for the taxable year. A taxpayer    
would do so because 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.                                               

   As of the date of this prospectus, the Internal Revenue Code provides for
lower rates as to long-term capital gains than those applicable to the          
short-term capital gains and ordinary income recognized or                      

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received by individuals. No similar rate differential exists for corporations.  
In addition, the distinction between a capital gain or loss and ordinary income 
or loss is relevant for other purposes to both individuals and corporations.    

   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 that the gain   
does not exceed the excess, if any, of:                                         

o the amount that would have been includible in the seller's income with
      respect to that REMIC regular certificate assuming that income had accrued
     on the certificate at a rate equal to 110% of the applicable Federal rate
     determined as of the date of purchase of the certificate, which is 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 the certificate, over                  

  o the amount of ordinary income actually includible in the seller's income
prior to that sale.                                                 

    In addition, gain recognized on the sale of a REMIC regular certificate by
a seller who purchased the certificate at a market discount will be taxable as  
ordinary income in an amount not exceeding the portion of that discount that    
accrued during the period the certificate was held by the seller, reduced by    
any market discount included in income under the rules described above under    
"-- REMICs -- 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 Internal Revenue Code, so that gain or loss         
recognized from the sale of a REMIC certificate by a bank or thrift institution 
to which that section of the Internal Revenue Code 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 a holder holds the certificate as part of a "conversion transaction"       
within the meaning of Section 1258 of the Internal Revenue 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 that 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.                                                     

    Except as may be provided in Treasury regulations yet to be issued, a loss
realized on the sale of a REMIC residual certificate will be subject to the     
"wash sale" rules of Section 1091 of the Internal Revenue Code, if during the   
period beginning six months before, and ending six months after, the date of    
that sale the seller of that certificate:                                       

o reacquires that same REMIC residual certificate,                      

o acquires any other residual interest in a REMIC, or                   

 o acquires any similar interest in a taxable mortgage pool, as defined in
Section 7701(i) of the Internal Revenue Code.                       

In that event, any loss realized by the holder of a REMIC residual certificate  
on the sale will not be recognized or deductible currently, but instead will be 
added to that holder's adjusted basis in the newly-acquired asset.              

Prohibited Transactions Tax and Other Taxes. The Internal Revenue Code
imposes a tax on REMICs equal to 100% of the net income derived from prohibited 
transactions. In general, subject to specified exceptions, a prohibited         
transaction includes:                                                           

o the disposition of a non-defaulted mortgage loan,                     

 o the receipt of income from a source other than a mortgage loan or other
permitted investments,                                              

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o the receipt of compensation for services, or                          

 o the gain from the disposition of an asset purchased with collections on
    the mortgage loans for temporary investment pending payment on the REMIC
certificates.                                                       

It is not anticipated that any REMIC will engage in any prohibited    
transactions as to which it would be subject to this tax.                       

    In addition, some 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. The related   
Governing Document will include provisions designed to prevent the acceptance   
of any contributions that would be subject to this 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 REITs. The related Governing Documents may permit the       
special servicer to conduct activities with respect to a mortgaged property     
acquired by one of our trusts in a manner that causes the trust to incur this   
tax, if doing so would, in the reasonable discretion of the special servicer,   
maximize the net after-tax proceeds to certificateholders. However, under no    
circumstance may the special servicer allow the acquired mortgaged property to  
cease to be a "permitted investment" under Section 860G(a)(5) of the Internal   
Revenue Code.                                                                   

  Unless we otherwise disclose 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 we state otherwise in the related prospectus supplement, and to the
extent permitted by then applicable laws, any tax on prohibited transactions,   
particular contributions or Net Income From Foreclosure Property, and any state 
or local income or franchise tax, that may be imposed on the REMIC will be      
borne by the related trustee, tax administrator, master servicer, special       
servicer or manager, in any case out of its own funds, provided that--          

o the person has sufficient assets to do so, and                        

o the tax arises out of a breach of that person's obligations under the 
related Governing Document.                                         

Any tax not borne by one of these persons would be charged against the
related trust resulting in a reduction in amounts payable to holders of the     
related REMIC certificates.                                                     

Tax and Restrictions on Transfers of REMIC Residual Certificates to   
Particular Organizations. If a REMIC residual certificate is transferred to a   
Disqualified Organization, a tax will be imposed in an amount equal to the      
product of:                                                                     

o the present value of the total anticipated excess inclusions with     
     respect to the REMIC residual certificate for periods after the transfer,
and                                                                 

  o the highest marginal federal income tax rate applicable to corporations.

The value of the anticipated excess inclusions is 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.                                                 

  The anticipated excess inclusions must be determined as of the date that
the REMIC residual certificate is transferred and must be based on:             

o events that have occurred up to the time of the transfer,             

o the prepayment assumption, and                                        

o any required or permitted clean up calls or required liquidation      
provided for in the related Governing Document.                     

The tax on transfers to Disqualified Organizations generally would be 
imposed on the transferor of the REMIC residual certificate, except when the    
transfer is through an agent for a Disqualified Organization. In that case, the 
tax would instead be imposed on the agent. However, a transferor of a REMIC     
residual certificate would in no event be liable for the tax with respect to a  
transfer if:                                                                    

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o the transferee furnishes to the transferor an affidavit that the      
transferee is not a Disqualified Organization, and                  

o as of the time of the transfer, the transferor does not have actual   
knowledge that the affidavit is false.                              

    In addition, if a Pass-Through Entity includes in income excess inclusions
with respect to a REMIC residual certificate, and a Disqualified Organization   
is the record holder of an interest in that entity, then a tax will be imposed  
on that entity equal to the product of:                                         

  o the amount of excess inclusions on the certificate that are allocable to
the interest in the Pass-Through Entity held by the Disqualified    
Organization, and                                                   

o 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 that Pass-Through Entity       
furnishes to that Pass-Through Entity:                                          

o the holder's social security number and a statement under penalties of
    perjury that the social security number is that of the record holder, or

o a statement under penalties of perjury that the record holder is not a
Disqualified Organization.                                          

 For taxable years beginning on or after January 1, 1998, 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 on pass-through entities described in the       
second preceding paragraph. This tax on Electing Large Partnerships must be     
paid even if each record holder of an interest in that partnership provides a   
statement mentioned in the prior paragraph.                                     

 In addition, a person holding an interest in a Pass-Through Entity as a
nominee for another person will, with respect to that interest, be treated as a 
Pass-Through Entity.                                                            

Moreover, an entity will not qualify as a REMIC unless there are      
reasonable arrangements designed to ensure that:                                

o the residual interests in the entity are not held by Disqualified     
Organizations, and                                                  

o the information necessary for the application of the tax described in 
this prospectus will be made available.                             

We will include in the related Governing Document restrictions on the 
transfer of REMIC residual certificates and other provisions that are intended  
to meet this requirement, and we will discuss those restrictions and provisions 
in any prospectus supplement relating to the offering of any REMIC residual     
certificate.                                                                    

Termination. A REMIC will terminate immediately after the payment date
following receipt by the REMIC of the final payment with respect to the related 
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 payment 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 payment on 
that certificate is less than the REMIC residual certificateholder's adjusted   
basis in the certificate, that holder should, but may not, be treated as        
realizing a capital loss equal to the amount of that difference.                

Reporting and Other Administrative Matters. Solely for purposes of the
administrative provisions of the Internal Revenue Code, a REMIC will be treated 
as a partnership and holders of the related REMIC residual certificates will be 
treated as partners. Unless we otherwise state in the related prospectus        
supplement, the related tax administrator will file REMIC federal income tax    
returns on behalf of the REMIC, and will be designated as and will act as or on 
behalf of the tax matters person with respect to the REMIC in all respects.     

As, or as agent for, the tax matters person, the related tax          
administrator, subject to applicable notice requirements and various            
restrictions and limitations, generally will have the authority to act on       
behalf of the REMIC and the holders of the REMIC residual certificates in       
connection with the administrative and judicial review of the REMIC's--         

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o income,                                                               

o deductions                                                            

o gains,                                                                

o losses, and                                                           

o classification as a REMIC.                                            

Holders of REMIC residual certificates generally will be required to  
report these REMIC items consistently with their treatment on the related       
REMIC's tax return. In addition, these holders may in some circumstances be     
bound by a settlement agreement between the related tax administrator, as, or   
as agent for, the tax matters person, and the IRS concerning any REMIC item.    
Adjustments made to the REMIC's tax return may require these holders to make    
corresponding adjustments on their returns. An audit of the REMIC's tax return, 
or the adjustments resulting from that audit, could result in an audit of a     
holder's return.                                                                

No REMIC will be registered as a tax shelter under Section 6111 of the
Internal Revenue Code. 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 regulations, the name and address of that   
other person, as well as 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 regulations. These information reports generally 
are required to be sent or made readily available through electronic means to   
individual holders of REMIC regular certificates and the IRS. Holders of REMIC  
regular certificates that are--                                                 

o corporations,                                                         

o trusts,                                                               

o securities dealers, and                                               

o various other non-individuals,                                        

will be provided interest and original issue discount income information and    
the information set forth in the following paragraphs. This information will be 
provided upon request in accordance with the requirements of the applicable     
regulations. The information must be provided by the later of:                  

o 30 days after the end of the quarter for which the information was    
requested, or                                                       

o two weeks after the receipt of the request.                           

Reporting with respect to REMIC residual certificates, including--    

o income,                                                               

o excess inclusions,                                                    

o investment expenses, and                                              

o relevant information regarding qualification of the REMIC's assets,   

will be made as required under the Treasury 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, the regulations     
only require that information pertaining to the appropriate proportionate       
method of accruing market discount be provided. See "-- REMICs -- Taxation of   
Owners of REMIC Regular Certificates -- Market Discount."                       

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Unless we otherwise specify in the related prospectus supplement, the 
responsibility for complying with the foregoing reporting rules will be borne   
by the related tax administrator for the subject REMIC.                         

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 Internal Revenue Code at a rate of 31% if recipients of these payments:  

 o fail to furnish to the payor information regarding, among other things,
their taxpayer identification numbers, or                           

o otherwise fail to establish an exemption from this tax.               

  Any amounts deducted and withheld from a payment to a recipient would be
allowed as a credit against the recipient's federal income tax. Furthermore,    
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.             

  Foreign Investors in REMIC Certificates. Unless we otherwise disclose in
the related prospectus supplement, a holder of a REMIC regular certificate that 
is--                                                                            

o a foreign person, and                                                 

 o 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 that
certificate,                                                        

will normally not be subject to United States federal income or withholding tax 
with respect to a payment on a REMIC regular certificate. To avoid withholding  
or tax, that holder must comply with applicable identification requirements.    
These requirements include delivery of a statement, signed by the               
certificateholder under penalties of perjury, certifying that the               
certificateholder is a foreign person and providing the name, address and such  
other information with respect to the certificateholder as may be required by   
regulations issued by the Treasury Department. Special rules apply to           
partnerships, estates and trusts, and in certain circumstances certifications   
as to foreign status and other matters may be required to be provided by        
partners and beneficiaries thereof.                                             

 On October 6, 1997, the Treasury Department issued new regulations that
modify the withholding, backup withholding and information reporting rules      
described above. These regulations became effective on January 1, 2001, subject 
to applicable transition rules. Prospective investors are urged to consult      
their own tax advisors regarding these regulations.                             

  For these purposes, a foreign person is anyone other than a U.S. Person.

 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 person   
or entity that owns directly or indirectly a 10% or greater interest in the     
related REMIC residual certificates. If the holder does not qualify for         
exemption, payments of interest, including payments in respect of accrued       
original issue discount, to that holder may be subject to a tax rate of 30%,    
subject to reduction under any applicable tax treaty.                           

It is possible, under regulations promulgated under Section 881 of the
Internal Revenue Code concerning conduit financing transactions, that the       
exemption from withholding taxes described above may also not be available to a 
holder who is a foreign person and either--                                     

o owns 10% or more of one or more underlying mortgagors, or             

 o if the holder is a controlled foreign corporation, is related to one or
more mortgagors in the applicable trust.                            

    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, it is recommended that certificateholders  
who are nonresident alien individuals consult their tax advisors concerning     
this question.                                                                  

Unless we otherwise state in the related prospectus supplement, the   
related Governing Document will prohibit transfers of REMIC residual            
certificates to investors that are:                                             

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o foreign persons, or                                                   

  o United States persons, if classified as a partnership under the Internal
 Revenue Code, unless all of their beneficial owners are United States
persons.                                                            

FASITS                                                                          

General. An election may be made to treat the trust for a series of   
offered certificates or specified assets of that trust, as a financial asset    
securitization investment trust, or FASIT, within the meaning of Section        
860L(a) of the Internal Revenue Code. The election would be noted in the        
applicable prospectus supplement. If a FASIT election is made, the offered      
certificates will be designated as classes of regular interests in that FASIT,  
and there will be one class of ownership interest in the FASIT. With respect to 
each series of offered certificates as to which the related tax administrator   
makes a FASIT election, and assuming, among other things--                      

o the making of an appropriate election, and                            

o compliance with the related Governing Document,                       

our counsel will deliver its opinion generally to the effect that:              

o the relevant assets will qualify as a FASIT,                          

o those offered certificates will be FASIT regular certificates,        
representing FASIT regular interests in the FASIT, and              

  o one class of certificates of the same series will be the FASIT ownership
  certificates, representing the sole class of ownership interest in the
FASIT.                                                              

Only FASIT regular certificates are offered by this prospectus. If so 
specified in the applicable prospectus supplement, a portion of the trust for a 
series of certificates as to no FASIT election is made may be treated as a      
grantor trust for federal income tax purposes. See "-- Grantor Trusts."         

  On February 4, 2000, the Treasury Department issued proposed regulations
relating to FASITs. References to the "FASIT proposed regulations" in this      
discussion refer to those proposed regulations. The proposed regulations have   
not been adopted as final and, in general, are not proposed to be effective as  
of the date of this prospectus. They nevertheless are indicative of the rules   
the Treasury Department currently views as appropriate with regard to the FASIT 
provisions.                                                                     

Characterization of Investments in FASIT Regular Certificates. FASIT  
regular certificates held by a real estate investment trust will, unless        
otherwise provided in the related prospectus supplement, constitute "real       
estate assets" within the meaning of Section 856(c)(4)(A) of the Internal       
Revenue Code and interest on the FASIT regular certificates will 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 Internal    
Revenue Code in the same proportion, for both purposes, that the assets and     
income of the FASIT would be so treated. FASIT regular certificates held by a   
domestic building and loan association will be treated as "regular interest[s]  
in a FASIT" under Section 7701(a)(19)(C)(xi) of the Internal Revenue Code, but  
only in the proportion that the FASIT holds "loans secured by an interest in    
real property which is residential real property" within the meaning of Section 
7701(a)(19)(C)(v) of the Internal Revenue Code. For this purpose, mortgage      
loans secured by multifamily residential housing should qualify. It is also     
likely that mortgage loans secured by health care related facilities would      
qualify as "loans secured by an interest in health institutions or facilities,  
including structures designed or used primarily for residential purposes for    
persons under care" within the meaning of Section 7701(a)(19)(C)(vii) of the    
Internal Revenue Code. If at all times 95% or more of the assets of the FASIT   
or the income on those assets qualify for the foregoing treatments, the FASIT   
regular certificates will qualify for the corresponding status in their         
entirety. Mortgage loans which have been defeased with Treasury obligations and 
the income from those loans will not qualify for the foregoing treatments.      
Accordingly, the FASIT regular certificates may not be a suitable investment    
for you if you require a specific amount or percentage of assets or income      
meeting the foregoing treatments. For purposes of Section 856(c)(4)(A) of the   
Internal Revenue Code, payments of principal and interest on a mortgage loan    
that are reinvested                                                             

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pending distribution to holders of FASIT regular certificates should qualify    
for that treatment. FASIT regular certificates held by a regulated investment   
company will not constitute "government securities" within the meaning of       
Section 851(b)(4)(A)(i) of the Internal Revenue Code. FASIT regular             
certificates held by various financial institutions will constitute an          
"evidence of indebtedness" within the meaning of Section 582(c)(1) of the       
Internal Revenue Code.                                                          

Qualification as a FASIT.                                             

    General. In order to qualify as a FASIT, the trust for a series of offered
certificates or specified assets of that trust must comply with the             
requirements set forth in the Internal Revenue Code on an ongoing basis. The    
FASIT must fulfill an asset test, which requires that substantially all of the  
assets of the FASIT, as of, and at all times following, the close of the third  
calendar month beginning after the FASIT's startup day, which for purposes of   
this discussion is the date of the initial issuance of the FASIT regular        
certificates, be permitted assets for a FASIT.                                  

Permitted assets for a FASIT include--                                

o cash or cash equivalents,                                             

 o specified types of debt instruments, other than debt instruments issued
  by the owner of the FASIT or a related party, and contracts to acquire
those debt instruments,                                             

o hedges and contracts to acquire hedges,                               

o foreclosure property, and                                             

o regular interests in another FASIT or in a REMIC.                     

As discussed below in this "-- Qualification as a FASIT" subsection, specified  
restrictions apply to each type of permitted asset.                             

   Under the FASIT proposed regulations, the "substantially all" requirement
would be met if at all times the aggregate adjusted basis of the permitted      
assets is more than 99 percent of the aggregate adjusted basis of all the       
assets held by the FASIT, including assets deemed to be held by the FASIT under 
Section 860I(b)(2) of the Internal Revenue Code because they support a regular  
interest in the FASIT.                                                          

   The FASIT provisions also require the FASIT ownership interest to be held
only by some fully taxable domestic corporations and do not recognize transfers 
of high-yield regular interests to taxpayers other than fully taxable domestic  
corporations or other FASITs. The related Governing Document will provide that  
no legal or beneficial interest in the ownership interest or in any class or    
classes of certificates that we determine to be high-yield regular interests    
may be transferred or registered unless all applicable conditions designed to   
prevent violation of this requirement, are met.                                 

Permitted Assets. The proposed regulations enumerate the types of debt
that qualify as permitted assets for a FASIT. The FASIT provisions provide that 
permitted debt instruments must bear interest, if any, at a fixed or qualified  
variable rate. Under the FASIT proposed regulations, the definition of debt     
permitted to be held by a FASIT, would include--                                

o REMIC regular interests,                                              

o regular interests of other FASITs,                                    

o inflation indexed debt instruments,                                   

o credit card receivables, and                                          

o some stripped bonds and coupons.                                      

However, under the FASIT proposed regulations, equity linked debt instruments   
and defaulted debt instruments would not be permitted assets for a FASIT. In    
addition, a FASIT may not hold--                                                

o debt of the owner of the FASIT ownership interest,                    

o debt guaranteed by the owner of the FASIT ownership interest in       
    circumstances such that the owner is in substance the primary obligor on
the debt instrument, or                                             

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o debt issued by third parties that is linked to the performance or     
     payments of debt instruments issued by the owner or a related person, are
not permitted assets.                                               

Finally, debt that is traded on an established securities market and subject to 
a foreign withholding tax is not a permitted asset for a FASIT.                 

Permitted hedges include interest rate or foreign currency notional   
principal contracts, letters of credit, insurance, guarantees of payment        
default and similar instruments. These hedges must be reasonably required to    
guarantee or hedge against the FASIT's risks associated with being the obligor  
on interests issued by the FASIT. The FASIT proposed regulations do not include 
a list of specified permitted hedges or guarantees, but rather focus on the     
intended function of a hedge and permit the contract to offset the following    
risk factors:                                                                   

o fluctuations in market interest rates;                                

o fluctuations in currency exchange rates;                              

o the credit quality of, or default on, the FASIT's assets or debt      
instruments underlying the FASIT's assets; and                      

o the receipt of payments on the FASIT's assets earlier or later than   
originally anticipated.                                             

The FASIT proposed regulations prohibit a hedge or guarantee from     
referencing assets other than permitted assets, indices, economic indicators or 
financial averages that are not both widely disseminated and designed to        
correlate closely with the changes in one or more of the risk factors described 
above. However, under the FASIT proposed regulations, FASIT owners will be able 
to hold hedges or guarantees inside a FASIT that do not relate to the already   
issued regular interests, or to assets the FASIT already holds, if the FASIT    
expects to issue regular interests, or expects to hold assets, that are related 
to the hedge or guarantee in question. The proposed regulations also place      
restrictions on hedges and guarantees entered into with the holder of the FASIT 
ownership interest or a related party.                                          

   Property acquired in connection with the default or imminent default of a
debt instrument held by a FASIT may qualify both as foreclosure property and as 
a type of permitted asset under the FASIT provisions. It will in general        
continue to qualify as foreclosure property during a grace period that runs     
until the end of the third taxable year beginning after the taxable year in     
which the FASIT acquires the foreclosure property. Under the FASIT proposed     
regulations, if the foreclosure property also would qualify as another type of  
permitted asset, it may be held beyond the close of that grace period. However, 
at the close of the grace period, gain, if any, on the property must be         
recognized as if the property had been contributed by the owner of the FASIT on 
that date. In addition, the FASIT proposed regulations provide that, after the  
close of the grace period, disposition of the foreclosure property is           
potentially subject to a 100% prohibited transactions tax, without the benefit  
of an exception to this tax applicable to sales of foreclosure property.        

 Permitted Interests. In addition to the foregoing, interests in a FASIT
also must meet specified requirements. All of the interests in a FASIT must be  
either of the following:                                                        

o a single class of ownership interest, or                              

o one or more classes of regular interests.                             

An ownership interest is an interest in a FASIT other than a regular  
interest that is issued on the startup day, is designated an ownership interest 
and is held by a single, fully-taxable, domestic corporation. A regular         
interest is an interest in a FASIT that is issued on or after the startup day   
with fixed terms, is designated as a regular interest, and--                    

  1.  unconditionally entitles the holder to receive a specified principal
amount or other similar amount,                               

  2.  provides that interest payments or other similar amounts, if any, at
  or before maturity either are payable based on a fixed rate or a
qualified variable rate,                                      

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3.  has a stated maturity of not longer than 30 years,                

4.  has an issue price not greater than 125% of its stated principal  
amount, and                                                   

 5.  has a yield to maturity not greater than 5 percentage points higher
        than the applicable Federal rate, as defined in Section 1274(d) of the
        Internal Revenue Code, for Treasury obligations of a similar maturity.

    A regular interest that is described in the preceding sentence except that
it fails to meet one or more of requirements 1, 4 or 5, is a high-yield regular 
interest. Further, to be a high-yield regular interest, an interest that fails  
requirement 2 must consist of a specified portion of the interest payments on   
the permitted assets, determined by reference to the rules related to permitted 
rates for REMIC regular interests that have no, or a disproportionately small,  
amount of principal. An interest in a FASIT may be treated as a regular         
interest even if payments of principal with respect to that interest are        
subordinated to payments on other regular interests or the ownership interest   
in the FASIT, and are contingent on--                                           

o the absence of defaults or delinquencies on permitted assets,         

o lower than reasonably expected returns on permitted assets,           

o unanticipated expenses incurred by the FASIT, or                      

o prepayment interest shortfalls.                                       

  Cessation of FASIT. If an entity fails to comply with one or more of the
ongoing requirements of the Internal Revenue Code for status as a FASIT during  
any taxable year, the Internal Revenue Code provides that the entity or         
applicable portion of that entity, will not be treated as a FASIT thereafter.   
In this event, any entity that holds mortgage loans and is the obligor with     
respect to debt obligations with two or more maturities will be classified,     
presumably, as a taxable mortgage pool under general federal income tax         
principles, and the FASIT regular certificates may be treated as equity         
interests in the entity. Under the FASIT proposed regulations, the underlying   
arrangement generally cannot reelect FASIT status and any election a FASIT      
owner made, other than the FASIT election, and any method of accounting adopted 
with respect to the FASIT assets, binds the underlying arrangement as if the    
underlying arrangement itself had made those elections or adopted that method.  
In the case of an inadvertent cessation of a FASIT, under the FASIT proposed    
regulations, the Commissioner of the IRS may grant relief from the adverse      
consequences of that cessation, subject to those adjustments as the             
Commissioner may require the FASIT and all holders of interests in the FASIT to 
accept with respect to the period in which the FASIT failed to qualify as such. 

 Under the proposed FASIT regulation, apart from failure to qualify as a
FASIT, a FASIT may not revoke its election or cease to be a FASIT without the   
consent of the Commissioner of the IRS.                                         

    Regular interest holders, in the case of cessation of a FASIT, are treated
as exchanging their FASIT regular interests for new interests in the underlying 
arrangement. The FASIT proposed regulations would classify the new interests    
under general principles of Federal income tax law, for example, as interests   
in debt instruments, as interest in a partnership or interests in an entity     
subject to corporate taxation, depending on what the classification of those    
interests would have been in the absence of a FASIT election. On the deemed     
receipt of that new interest, under the FASIT proposed regulations, you would   
be required to mark the new interests to market and to recognize gain, but      
would not be permitted to recognize loss, as though the old interest had been   
sold for an amount equal to the fair market value of the new interest. Your     
basis in the new interest deemed received in the underlying arrangement would   
equal your basis in the FASIT regular interest exchanged for it, increased by   
any gain you recognized on the deemed exchange.                                 

Taxation of FASIT Regular Certificates. The FASIT regular certificates
generally will be treated for federal income tax purposes as newly-originated   
debt instruments. In general, subject to the discussion below concerning        
high-yield interests:                                                           

  o interest, original issue discount and market discount on a FASIT regular
certificate will be treated as ordinary income to the holder of that
certificate, and                                                    

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o principal payments, other than principal payments that do not exceed  
      accrued market discount, on a FASIT regular certificate will be treated as
      a return of capital to the extent of the holder's basis allocable thereto.

You must use the accrual method of accounting with respect to FASIT   
regular certificate, regardless of the method of accounting you otherwise use.  

Except as set forth in the applicable prospectus supplement and in the
immediately following discussion concerning high-yield interests, the           
discussions above under the headings "-- REMICs -- Taxation of Owners of REMIC  
Regular Certificates -- Original Issue Discount," "-- Market Discount," "--     
Premium," and "-- Realized Losses" will apply to the FASIT regular              
certificates. The discussion under the headings "-- REMICs -- Sale of REMIC     
Regular Certificates" will also apply to the FASIT regular certificates, except 
that the treatment of a portion of the gain on a REMIC regular interest as      
ordinary income to the extent the yield on those certificates did not exceed    
110% of the applicable Federal rate will not apply.                             

High Yield Interests; Anti-Avoidance Excise Taxes on Tiered           
Arrangements. The taxable income, and the alternative minimum taxable income,   
of any holder of a high-yield interest may not be less than the taxable income  
from all high-yield interests and FASIT ownership interests that it holds,      
together with any excess inclusions with respect to REMIC residual interests    
that it owns.                                                                   

High yield interests may only be held by fully taxable, domestic C    
corporations or another FASIT. Any attempted transfer of a high-yield interest  
to any other type of taxpayer will be disregarded, and the transferor will be   
required to include in its gross income the amount of income attributable to    
the high-yield interest notwithstanding its attempted transfer. The related     
Governing Document will contain provisions and procedures designed to assure    
that, in general, only domestic C corporations or other FASITs may acquire      
high-yield interests. There is an exception allowing non-corporate taxpayers    
that hold high-yield interest exclusively for sale to customers in the ordinary 
course of business to do so, subject to an excise tax imposed at the corporate  
income tax rate if the holder ceases to be a dealer or begins to hold the       
high-yield interest for investment. Unless otherwise specified in the           
prospectus supplement, the related Governing Document will also allow those     
holders to hold high-yield interests.                                           

 To prevent the avoidance of these rules through tiered arrangements, an
excise tax is imposed on any Pass-Through Entity, which, under the FASIT        
proposed regulations, includes a REMIC, that:                                   

o holds any FASIT regular interest, whether or not that FASIT regular   
interest is a high-yield interest; and                              

o issues a debt or equity interest that is--                            

1.  supported by that FASIT regular interest, and                     

2.  has a yield, higher than the yield on that FASIT regular interest,
  that would cause that debt or equity interest to be a high yield
interest if it had been issued by a FASIT.                    

Under the statute, the amount of that tax, which is imposed on the Pass-Through 
Entity, is the highest corporate income tax rate applied to the income of the   
holder of the debt or equity interest properly attributable to the FASIT        
regular interest that supports it. The proposed FASIT regulations provide that  
the tax is an excise tax that must be paid on or before the due date of the     
Pass-Through Entity's tax return for the taxable year in which it issues that   
debt or equity interest. This appears to contemplate a one-time payment on all  
future income from the FASIT regular interest that is projected to be properly  
attributable to the debt or equity interest it supports. It is not clear how    
this amount is to be determined.                                                

 Prohibited Transactions and Other Taxes. Income or gain from prohibited
transactions by a FASIT are taxable to the holder of the ownership interest in  
that FASIT at a 100% rate. Prohibited transactions generally include, under the 
FASIT statutory provisions and proposed FASIT regulations:                      

o the receipt of income from other than permitted assets;               

o the receipt of compensation for services;                             

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o the receipt of any income derived from a loan originated by the FASIT;
or                                                                  

o the disposition of a permitted asset, including disposition in        
connection with a cessation of FASIT status, other than for--       

1.  foreclosure, default, or imminent default of a qualified mortgage,

2.  bankruptcy or insolvency of the FASIT,                            

   3.  substitution for another permitted debt instrument or distribution of
       the debt instrument to the holder of the ownership interest to reduce
     overcollateralization, but only if a principal purpose of acquiring
     the debt instrument which is disposed of was not the recognition of
      gain, or the reduction of a loss, on the withdrawn asset as a result
       of an increase in the market value of the asset after its acquisition
by the FASIT, or                                              

4.  the retirement of a class of FASIT regular interests.             

The proposed regulations presume that some transactions will be loan  
originations, but also provide safe harbors for loans originated by the FASIT.  
The proposed safe harbors apply in the following circumstances:                 

 o if the FASIT acquires the loan from an established securities market as
 described in Treasury regulation Sections 1.1273-2(f)(2) through (4),

o if the FASIT acquires the loan more than one year after the loan was  
issued,                                                             

o if the FASIT acquires the loan from a person that regularly originates
similar loans in the ordinary course of business,                   

  o if the FASIT receives any new loan from the same obligor in exchange for
the obligor's original loan in the context of a work out, and       

 o when the FASIT makes a loan under a contract or agreement in the nature
of a line of credit the FASIT is permitted to hold.                 

 The FASIT provisions generally exclude from prohibited transactions the
substitution of a debt instruments for another debt instrument which is a       
permitted asset and the distribution of a debt instrument contributed by the    
holder of the ownership interest to that holder in order to reduce              
over-collateralization of the FASIT. In addition, the FASIT proposed            
regulations also exclude transactions involving the disposition of hedges from  
the category of prohibited transactions. However, the proposed regulations deem 
a distribution of debt to be carried out principally to recognize gain, and to  
be a prohibited transaction, if the owner or related person sells the           
substituted or distributed debt instrument at a gain within 180 days of the     
substitution or distribution. It is unclear the extent to which tax on those    
transactions could be collected from the FASIT directly under the applicable    
statutes rather than from the holder of the ownership interest. However, under  
the related Governing Document, any prohibited transactions tax that is not     
payable by a party thereto as a result of its own actions will be paid by the   
FASIT. It is not anticipated that the FASIT will engage in any prohibited       
transactions.                                                                   

Taxation of Foreign Investors. The federal income tax treatment of    
non-U.S. Persons who own FASIT regular certificates that are not high-yield     
interests is the same as that described above under "-- REMICs -- Foreign       
Investors in REMIC Regular Certificates." However, if you are a non-U.S. Person 
and you hold a regular interest, either directly or indirectly, in a FASIT, you 
should note that under the FASIT proposed regulations, interest paid or accrued 
on a debt instrument held by the FASIT is treated as being received by you      
directly from a conduit debtor for purposes of Subtitle A of the Internal       
Revenue Code and the regulations thereunder if:                                 

  o you are a 10% shareholder of an obligor on a debt instrument held by the
FASIT;                                                              

o you are a controlled foreign corporation to which an obligor on a debt
instrument held by the FASIT is a related person; or                

  o you are related to such an obligor that is a corporation or partnership,
in general, having common ownership to a greater than 50% extent.   

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  If you believe you may be in one of these categories, you should consult
with your tax advisors, in particular concerning the possible imposition of     
United States withholding taxes at a 30% rate on interest paid with respect to  
a FASIT regular interest under these circumstances.                             

  High-yield FASIT regular certificates may not be sold to or beneficially
owned by non-U.S. Persons. Any purported transfer to a non-U.S. Person will be  
null and void and, upon the related trustee's discovery of any purported        
transfer in violation of this requirement, the last preceding owner of those    
FASIT regular certificates will be restored to ownership as completely as       
possible. The last preceding owner will, in any event, be taxable on all income 
with respect to those FASIT regular certificates for federal income tax         
purposes. The related Governing Document will provide that, as a condition to   
transfer of a high-yield FASIT regular certificate, the proposed transferee     
must furnish an affidavit as to its status as a U.S. Person and otherwise as a  
permitted transferee.                                                           

  Backup Withholding. Payments made on the FASIT regular certificates, and
proceeds from the sale of the FASIT regular certificates to or through some     
brokers, may be subject to a backup withholding tax under Section 3406 of the   
Internal Revenue Code in the same manner as described under "-- REMICs --       
Backup Withholding with Respect to REMIC Certificates" above.                   

Reporting Requirements. Reports of accrued interest, OID, if any, and 
information necessary to compute the accrual of any market discount on the      
FASIT regular certificates will be made annually to the IRS and to investors in 
the same manner as described above under "--REMICs--Reporting and Other         
Administrative Matters" above.                                                  

GRANTOR TRUSTS                                                                  

  Classification of Grantor Trusts. With respect to each series of grantor
trust certificates, our counsel will deliver its opinion to the effect that,    
assuming compliance with all provisions of the related Governing Document, the  
related trust, or relevant portion of that trust, will be classified as a       
grantor trust under subpart E, part I of subchapter J of the Internal Revenue   
Code and not as a partnership or an association taxable as a corporation.       

  A grantor trust certificate may be classified as either of the following
types of certificate:                                                           

o a grantor trust fractional interest certificate representing an       
   undivided equitable ownership interest in the principal of the mortgage
    loans constituting the related grantor trust, together with interest, if
any, on those loans at a pass-through rate; or                      

o a grantor trust strip certificate representing ownership of all or a  
portion of the difference between--                                 

     1. interest paid on the mortgage loans constituting the related grantor
trust, minus                                                

2. the sum of:                                                    

o normal administration fees, and                               

   o interest paid to the holders of grantor trust fractional interest
certificates issued with respect to that grantor trust.     

 A grantor trust strip certificate may also evidence a nominal ownership
interest in the principal of the mortgage loans constituting the related        
grantor trust.                                                                  

Characterization of Investments in Grantor Trust Certificates.        

Grantor Trust Fractional Interest Certificates. Unless we otherwise   
disclose in the related prospectus supplement, any offered certificates that    
are grantor trust fractional interest certificates will generally represent     
interests in:                                                                   

  o "loans . . . secured by an interest in real property" within the meaning
      of Section 7701(a)(19)(C)(v) of the Internal Revenue Code, but only to the
    extent that the underlying mortgage loans have been made with respect to
property that is used for residential or other prescribed purposes; 

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  o "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 Internal Revenue Code;

o "permitted assets" within the meaning of Section 860L(a)(1)(C) of the 
Internal Revenue Code; and                                          

o "real estate assets" within the meaning of Section 856(c)(5)(B) of the
Internal Revenue Code.                                              

In addition, interest on offered certificates that are 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 Internal    
Revenue Code.                                                                   

    Grantor Trust Strip Certificates. Even if grantor trust strip certificates
evidence an interest in a grantor trust--                                       

o 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 Internal Revenue Code,                                       

o consisting of mortgage loans that are "real estate assets" within the 
meaning of Section 856(c)(5)(B) of the Internal Revenue Code, and   

o the interest on which is "interest on obligations secured by mortgages
on real property" within the meaning of Section 856(c)(3)(A) of the 
Internal Revenue Code,                                              

it is unclear whether the grantor trust strip certificates, and the income from 
those certificates, will be so characterized. We recommend that prospective     
purchasers to which the characterization of an investment in grantor trust      
strip certificates is material consult their tax advisors regarding whether the 
grantor trust strip certificates, and the income from those certificates, will  
be so characterized.                                                            

The grantor trust strip certificates will be:                         

  o "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 Internal Revenue Code,
and                                                                 

o in general, "permitted assets" within the meaning of Section          
860L(a)(1)(C) of the Internal Revenue Code.                         

Taxation of Owners of Grantor Trust Fractional Interest Certificates. 

General. Holders of a particular series of grantor trust fractional   
interest certificates generally:                                                

o will be required to report on their federal income tax returns their  
     shares of the entire income from the underlying mortgage loans, including
 amounts used to pay reasonable servicing fees and other expenses, and

  o will be entitled to deduct their shares of any 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 interest paid or  
accrued on the underlying mortgage loans.                                       

 Section 67 of the Internal Revenue Code allows an individual, estate or
trust holding a grantor trust fractional interest certificate directly or       
through some types of pass-through entities a deduction for any reasonable      
servicing fees and expenses only to the extent that the total of the holder's   
miscellaneous itemized deductions exceeds two percent of the holder's adjusted  
gross income.                                                                   

Section 68 of the Internal Revenue Code reduces the amount of itemized
deductions otherwise allowable for an individual whose adjusted gross income    
exceeds a specified amount by the lesser of:                                    

o 3% of the excess of the individual's adjusted gross income over that  
amount, and                                                         

o 80% of the amount of itemized deductions otherwise allowable for the  
taxable year.                                                       

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  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 Internal Revenue Code may be             
substantial. Further, certificateholders, other than corporations, subject to   
the alternative minimum tax may not deduct miscellaneous itemized deductions in 
determining their alternative minimum taxable income.                           

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, any fees and expenses should be allocated among 
those classes of grantor trust certificates. The method of this allocation      
should recognize that each class benefits from the related services. In the     
absence of statutory or administrative clarification as to the method to be     
used, we currently expect that information returns or reports to the IRS and    
certificateholders will be based on a method that allocates these fees and      
expenses among classes of grantor trust certificates with respect to each       
period based on the payments made to each 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 Internal Revenue Code. Grantor trust 
fractional interest certificates may be subject to those rules if:              

o a class of grantor trust strip certificates is issued as part of the  
same series, or                                                     

o we or any of our affiliates retain, for our or its own account or for 
      purposes of resale, a right to receive a specified portion of the interest
payable on an underlying mortgage loan.                             

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 mortgage loans that constitutes a stripped coupon. We will include  
in the related prospectus supplement information regarding servicing fees paid  
out of the assets of the related trust to:                                      

o a master servicer,                                                    

o a special servicer,                                                   

o any sub-servicer, or                                                  

o their respective affiliates.                                          

    With respect to certain categories of debt instruments, Section 1272(a)(6)
of the Code requires the use of a reasonable prepayment assumption in accruing  
original issue discount, and adjustments in the accrual of original issue       
discount when prepayments do not conform to the prepayment assumption.          

 Legislation enacted in 1997 extended the scope of that section to cover
investments in any pool of debt instruments the yield on which may be affected  
by reason of prepayments. The precise application of Section 1272(a)(6) of the  
Code to pools of debt instruments is unclear in certain respects. For example,  
it is uncertain whether a prepayment assumption will be applied collectively to 
all of a taxpayer's investments in these pools of debt instruments, or on an    
investment-by-investment basis. Similarly, it is not clear whether the assumed  
prepayment rate as to investments in grantor trust fractional interest          
certificates is to be determined based on conditions at the time of the first   
sale of the certificate or, with respect to any holder, at the time of purchase 
of the certificate by that holder.                                              

    We recommend that certificateholders consult their tax advisors concerning
reporting original issue discount, market discount and premium with respect to  
grantor trust fractional interest certificates.                                 

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 Internal Revenue Code. This is subject, however, to the discussion below    
regarding:                                                                      

o the treatment of some stripped bonds as market discount bonds, and    

o de minimis market discount.                                           

  See "-- Grantor Trusts -- Taxation of Owners of Grantor Trust Fractional
Interest Certificates -- Market Discount" below.                                

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   The holder of a grantor trust fractional interest certificate will report
interest income from its grantor trust fractional interest certificate for each 
month to the extent it constitutes "qualified stated interest" in accordance    
with its normal method of accounting. See "REMICs -- Taxation of Owners of      
REMIC Regular Certificates -- Original Issue Discount" in this prospectus for a 
description of qualified stated interest.                                       

The original issue discount on a grantor trust fractional interest    
certificate will be the excess of the 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 that         
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 that certificate, other than qualified stated 
interest, if any, and the certificate's share of reasonable servicing fees and  
other expenses.                                                                 

  See "-- Grantor Trusts -- 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 that income that      
accrues in any month would equal the product of:                                

o the holder's adjusted basis in the grantor trust fractional interest  
certificate at the beginning of the related month, as defined in "--
Grantor Trusts -- Sales of Grantor Trust Certificates," and         

o the yield of that grantor trust fractional interest certificate to the
holder.                                                             

The yield would be computed as the rate, that, if used to discount the
holder's share of future payments on the related mortgage loans, would cause    
the present value of those future payments to equal the price at which the      
holder purchased the certificate. This rate is compounded based on the regular  
interval between payment dates. In computing yield under the stripped bond      
rules, a certificateholder's share of future payments on the related mortgage   
loans will not include any payments made with respect to any ownership interest 
in those mortgage loans retained by us, a master servicer, a special servicer,  
a sub-servicer or our or their respective affiliates, but will include the      
certificateholder's share of any reasonable servicing fees and other expenses   
and is based generally on the method described in Section 1272(a)(6) of the     
Internal Revenue Code. The precise means of applying that method is uncertain   
in various respects. See "-- Grantor Trusts -- Taxation of Owners of Grantor    
Trust Fractional Interest Certificates -- General."                             

    In the case of a grantor trust fractional interest certificate acquired at
a price equal to the principal amount of the related mortgage loans allocable   
to that 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 price less than or greater than the principal amount, 
respectively, the use of a reasonable prepayment assumption would increase or   
decrease the yield. Therefore, the use of this prepayment assumption would      
accelerate or decelerate, respectively, the reporting of income.                

   In the absence of statutory or administrative clarification, we currently
expect that information reports or returns to the IRS and certificateholders    
will be based on:                                                               

o a prepayment assumption determined when certificates are offered and  
sold hereunder, which we will disclose in the related prospectus    
supplement, and                                                     

 o a constant yield computed using a representative initial offering price
for each class of certificates.                                     

However, neither we nor any other person will make any representation 
that--                                                                          

o the mortgage loans in any of our trusts will in fact prepay at a rate 
conforming to the prepayment assumption used or any other rate, or  

o the prepayment assumption will not be challenged by the IRS on audit. 

Certificateholders also should bear in mind that the use of a         
representative initial offering price will mean that the information returns or 
reports that we send, 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.                                                

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   Under Treasury Regulation Section 1.1286-1, some stripped bonds are to be
treated as market discount bonds. Accordingly, any purchaser of that 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:                              

o there is no original issue discount or only a de minimis amount of    
original issue discount, or                                         

o 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 related mortgage loans, before subtracting any servicing fee or any
stripped coupon.                                                    

   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 related mortgage loans, we will disclose that fact in the related           
prospectus supplement. If the original issue discount or market discount on a   
grantor trust fractional interest certificate determined under the stripped     
bond rules is less than the product of:                                         

o 0.25% of the stated redemption price, and                             

o the weighted average maturity of the related mortgage loans,          

then the 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      
discount and market discount described in "-- Grantor Trusts -- 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 related mortgage loans in     
accordance with the certificateholder's normal method of accounting. In that    
case, 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 mortgage loans will equal the 
difference between:                                                             

o the stated redemption price of the mortgage loans, and                

o their issue price.                                                    

   For a definition of "stated redemption price," see "-- REMICs -- 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. If the borrower  
separately pays points to the lender that are not paid for services provided by 
the lender, such as commitment fees or loan processing costs, the amount of     
those points paid reduces the issue price.                                      

 The stated redemption price of a mortgage loan will generally equal its
principal amount. 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 "-- REMICs -- Taxation of Owners of REMIC Regular         
Certificates -- Original Issue Discount" above.                                 

In the case of mortgage loans bearing adjustable or variable interest 
rates, we will describe in the related prospectus supplement the manner in      
which these rules will be applied with respect to the mortgage loans by the     
related trustee or master servicer, as applicable, in preparing information     
returns to 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 generally on the method        
described in Section 1272(a)(6) of the Internal Revenue Code. The precise means 
of applying that method is uncertain in various respects, however. See "--      
Grantor Trusts -- Taxation of Owners of Grantor Trust Fractional Interest       
Certificates -- General."                                                       

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A purchaser of a grantor trust fractional interest certificate may    
purchase the grantor trust fractional interest certificate at a cost less than  
the certificate's allocable portion of the total remaining stated redemption    
price of the underlying mortgage loans. In that case, the purchaser will also   
be required to include in gross income the certificate's daily portions of any  
original issue discount with respect to those mortgage loans. However, each     
daily portion will be reduced, if the cost of the grantor trust fractional      
interest certificate to the purchaser is in excess of the certificate's         
allocable portion of the aggregate adjusted issue prices of the underlying      
mortgage loans. The reduction will be approximately in proportion to the ratio  
that the excess bears to the certificate's allocable portion of the total       
original issue discount remaining to be accrued on those mortgage loans.        

 The adjusted issue price of a mortgage loan on any given day equals the
sum of:                                                                         

o the adjusted issue price or the issue price, in the case of the first 
accrual period, of the mortgage loan at the beginning of the accrual
period that includes that day, and                                  

o the daily portions of original issue discount for all days during the 
accrual period prior to that day.                                   

The adjusted issue price of a mortgage loan at the beginning of any   
accrual period will equal:                                                      

o the issue price of the mortgage loan, increased by                    

  o the total amount of original issue discount with respect to the mortgage
loan that accrued in prior accrual periods, and reduced by          

o the amount of any payments made on the mortgage loan in prior accrual 
periods of amounts included in its stated redemption price.         

   In the absence of statutory or administrative clarification, we currently
expect that information reports or returns to the IRS and certificateholders    
will be based on:                                                               

  o a prepayment assumption determined when the certificates are offered and
  sold hereunder and disclosed in the related prospectus supplement, and

 o a constant yield computed using a representative initial offering price
for each class of certificates.                                     

However, neither we nor any other person will make any representation 
that--                                                                          

o the mortgage loans will in fact prepay at a rate conforming to the    
prepayment assumption or any other rate, or                         

o the prepayment assumption will not be challenged by the IRS on audit. 

Certificateholders also should bear in mind that the use of a         
representative initial offering price will mean that the 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.                                                                  

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 Internal Revenue 
Code to the extent an interest in a mortgage loan is considered to have been    
purchased at a market discount. A mortgage loan is considered to have been      
purchased at a market discount if--                                             

o in the case of a mortgage loan issued without original issue discount,
it is purchased at a price less than its remaining stated redemption
price, or                                                           

o in the case of a mortgage loan issued with original issue discount, it
is purchased at a price less than its adjusted issue price.         

If market discount is in excess of a de minimis amount, the holder    
generally must include in income in each month the amount of the discount that  
has accrued, under the rules described in the next paragraph, through that      
month that has not previously been included in income. However, the inclusion   
will be limited, in the case of the portion of the discount that is allocable   
to any mortgage loan, to the payment of stated redemption price on the mortgage 
loan that is received by or, for accrual method                                 

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certificateholders, due to the trust 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 the holder,      
rather than including it on a deferred basis in accordance with the foregoing.  
Such market discount will be accrued based generally on the method described in 
Section 1272(a)(6) of the Internal Revenue Code. The precise means of applying  
that method is uncertain in various respects, however. See "Grantor Trusts --   
Taxation of Owners of Grantor Trust Fractional Interest Certificates --         
General."                                                                       

We recommend that certificateholders consult their own tax advisors   
concerning accrual of market discount with respect to grantor trust fractional  
interest certificates. Certificateholders should also refer to the related      
prospectus supplement to determine whether and in what manner the market        
discount will apply to the underlying mortgage loans purchased at a market      
discount.                                                                       

To the extent that the underlying mortgage loans provide for periodic 
payments of stated redemption price, you may be required to include market      
discount in income at a rate that is not significantly slower than the rate at  
which that discount would be included in income if it were original issue       
discount.                                                                       

   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 under "-- REMICs -- Taxation of Owners of REMIC Regular      
Certificates -- Original Issue Discount" above.                                 

   Further, under the rules described under "-- REMICs -- Taxation of Owners
of REMIC Regular Certificates -- Market Discount" above, 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 underlying mortgage loans.                             

Premium. If a certificateholder is treated as acquiring the underlying
mortgage loans at a premium, which is a price in excess of their remaining      
stated redemption price, the certificateholder may elect under Section 171 of   
the Internal Revenue Code to amortize the portion of that premium allocable to  
mortgage loans originated after September 27, 1985 using a constant yield       
method. 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:          

o be allocated among the payments of stated redemption price on the     
mortgage loan, and                                                  

 o be allowed as a deduction as those payments are made or, for an accrual
method certificateholder, due.                                      

It appears that a prepayment assumption should be used in computing   
amortization of premium allowable under Section 171 of the Internal Revenue     
Code similar to that described for calculating the accrual of market discount   
of grantor trust fractional interest certificates based generally on the method 
described in Section 1272(a)(6) of the Internal Revenue Code. The precise means 
of applying that method is uncertain in various respects, however. See "Grantor 
Trusts -- Taxation of Owners of Grantor Trust Fractional Interest Certificates  
General."                                                                       

Taxation of Owners of Grantor Trust Strip Certificates. The stripped  
coupon rules of Section 1286 of the Internal Revenue Code will apply to the     
grantor trust strip certificates. Except as described above under "-- Grantor   
Trusts -- Taxation of Owners of Grantor Trust Fractional Interest Certificates  
-- If Stripped Bond Rules Apply," no regulations or published rulings under     
Section 1286 of the Internal Revenue 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, we recommend that you consult your tax         
advisors concerning the method to be used in reporting income or loss with      
respect to those certificates.                                                  

   The Treasury regulations promulgated under the original discount rules do
not apply to stripped coupons, although they provide general guidance as to how 
the original issue discount sections of the Internal Revenue Code will be       
applied.                                                                        

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  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, you would include as  
interest income in each month an amount equal to the product of your adjusted   
basis in the grantor trust strip certificate at the beginning of that month and 
the yield of the grantor trust strip certificate to you. This yield would be    
calculated based on:                                                            

o the price paid for that grantor trust strip certificate by you, and   

 o the projected payments remaining to be made on that grantor trust strip
certificate at the time of the purchase, plus                       

 o an allocable portion of the projected servicing fees and expenses to be
paid with respect to the underlying mortgage loans.                 

   Such yield will accrue based generally on the method described in Section
1272(a)(6) of the Internal Revenue Code. The precise means of applying that     
method is uncertain in various respects, however. See "Grantor Trusts --        
Taxation of Owners of Grantor Trust Fractional Interest Certificates --         
General."                                                                       

If the method for computing original issue discount under Section     
1272(a)(6) results in a negative amount of original issue discount as to any    
accrual period with respect to a grantor trust strip certificate, the amount of 
original issue discount allocable to that accrual period will be zero. That is, 
no current deduction of the negative amount will be allowed to you. You will    
instead only be permitted to offset that negative amount against future         
positive original issue discount, if any, attributable to that certificate.     
Although not free from doubt, it is possible that you may be permitted to       
deduct a loss to the extent his or her basis in the certificate exceeds the     
maximum amount of payments you could ever receive with respect to that          
certificate. However, the loss may be a capital loss, which is limited in its   
deductibility. The foregoing considerations are particularly relevant to        
grantor trust certificates with no, or disproportionately small, amounts of     
principal, which can have negative yields under circumstances that are not      
default related. See "Risk Factors -- The Investment Performance of Your        
Offered Certificates Will Depend Upon Payments, Defaults and Losses on the      
Underlying Mortgage Loans; and Those Payments, Defaults and Losses May Be       
Highly Unpredictable" above.                                                    

The accrual of income on the grantor trust strip certificates will be 
significantly slower using a prepayment assumption than if yield is computed    
assuming no prepayments. In the absence of statutory or administrative          
clarification, we currently expect that information returns or reports to the   
IRS and certificateholders will be based on:                                    

o the prepayment assumption we will disclose in the related prospectus  
supplement, and                                                     

 o a constant yield computed using a representative initial offering price
for each class of certificates.                                     

However, neither we nor any other person will make any representation 
that--                                                                          

o the mortgage loans in any of our trusts will in fact prepay at a rate 
conforming to the prepayment assumption or at any other rate or     

o the prepayment assumption will not be challenged by the IRS on audit. 

We recommend that prospective purchasers of the grantor trust strip   
certificates consult their tax advisors regarding the use of the prepayment     
assumption.                                                                     

Certificateholders also should bear in mind that the use of a         
representative initial offering price will mean that the 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.                                                                  

 Sales of Grantor Trust Certificates. Any gain or loss recognized on the
sale or exchange of a grantor trust certificate by an investor who holds that   
certificate as a capital asset, will be capital gain or loss, except as         
described below in this "-- Sales of Grantor Trust Certificates" subsection.    
The amount recognized equals the difference between:                            

o the amount realized on the sale or exchange of a grantor trust        
certificate, and                                                      

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o its adjusted basis.                                                   

 The adjusted basis of a grantor trust certificate generally will equal:

o its cost, increased by                                                

  o any income reported by the seller, including original issue discount and
market discount income, and reduced, but not below zero, by         

 o any and all previously reported losses, amortized premium, and payments
with respect to that grantor trust certificate.                     

   As of the date of this prospectus, the Internal Revenue Code provides for
lower rates as to long-term capital gains, than those applicable to the         
short-term capital gains and ordinary income realized or received by            
individuals. No similar 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 some circumstances. Gain attributable to  
accrued and unrecognized market discount will be treated as ordinary income.    
Gain or loss recognized by banks and other financial institutions subject to    
Section 582(c) of the Internal Revenue Code will be treated as ordinary income. 

 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 Internal Revenue 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 the 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 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.                                                                

The Internal Revenue Code requires the recognition of gain upon the   
constructive sale of an appreciated financial position. A constructive sale of  
an appreciated financial position occurs if a taxpayer enters into a            
transaction or series of transactions that have the effect of substantially     
eliminating the taxpayer's risk of loss and opportunity for gain with respect   
to the financial instrument. Debt instruments that--                            

o entitle the holder to a specified principal amount,                   

o pay interest at a fixed or variable rate, and                         

o are not convertible into the stock of the issuer or a related party,  

cannot be the subject of a constructive sale for this purpose. Because most     
grantor trust certificates meet this exception, this Section will not apply to  
most grantor trust certificates. However, some grantor trust certificates have  
no, or a disproportionately small amount of, principal and these certificates   
can be the subject of a constructive sale.                                      

  Finally, a taxpayer may elect to have net capital gain taxed at ordinary
income rates rather than capital gains rates in order to include the net        
capital gain in total net investment income for the relevant taxable year. This 
election would be done 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.                               

Grantor Trust Reporting. Unless otherwise provided in the related     
prospectus supplement, the related tax administrator will furnish or make       
readily available through electronic means to each holder of a grantor trust    
certificate with each payment a statement setting forth the amount of the       
payment allocable to principal on the underlying mortgage loans and to interest 
on those loans at the related pass-through rate. In addition, the related tax   
administrator will furnish, within a reasonable time after the end of each      
calendar year, to each person or entity that was the holder of a grantor trust  
certificate at any time during that year, information regarding:                

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o the amount of servicing compensation received by a master servicer or 
special servicer, and                                               

o all other customary factual information the reporting party deems     
 necessary or desirable to enable holders of the related grantor trust
certificates to prepare their tax returns.                          

   The reporting party will furnish comparable information to the IRS as and
when required by law to do so.                                                  

Because the rules for accruing discount and amortizing premium with   
respect to grantor trust certificates are uncertain in various respects, there  
is no assurance the IRS will agree with the information reports of those items  
of income and expense. Moreover, those information reports, even if otherwise   
accepted as accurate by the IRS, will in any event be accurate only as to the   
initial certificateholders that bought their certificates at the representative 
initial offering price used in preparing the reports.                           

On August 13, 1998, the Service published proposed regulations, which 
will, when effective, establish a reporting framework for interests in "widely  
held fixed investment trusts" similar to that for regular interests in REMICs.  
A widely-held fixed investment trust is defined as any entity classified as a   
"trust" under Treasury Regulation Section 301.7701-4(c) in which any interest   
is held by a middleman, which includes, but is not limited to:                  

o a custodian of a person's account,                                    

o a nominee, and                                                        

o a broker holding an interest for a customer in street name.           

These regulations are proposed to be effective for calendar years     
beginning on or after the date that the final regulations are published in the  
Federal Register.                                                               

 Backup Withholding. In general, the rules described under "-- REMICs --
Backup Withholding with Respect to REMIC Certificates" above will also apply to 
grantor trust certificates.                                                     

Foreign Investors. In general, the discussion with respect to REMIC   
regular certificates under "-- REMICs -- Foreign Investors in REMIC             
Certificates" above applies to grantor trust certificates. However, unless we   
otherwise specify in the related prospectus supplement, grantor trust           
certificates will be eligible for exemption from U.S. withholding tax, subject  
to the conditions described in the discussion above, 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 Internal Revenue Code from United    
States withholding tax, and the certificate is not held in connection with a    
certificateholder's trade or business in the United States, the certificate     
will not be subject to United States estate taxes in the estate of a            
nonresident alien individual.                                                   

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STATE AND OTHER TAX CONSEQUENCES  

  In addition to the federal income tax consequences described in "Federal
Income Tax Consequences," potential investors should consider the state and     
local tax consequences concerning 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, we recommend that prospective investors consult  
their tax advisors with respect to the various tax consequences of investments  
in the offered certificates.                                                    

ERISA CONSIDERATIONS  

GENERAL                                                                         

  The Employee Retirement Income Security Act of 1974, as amended, and the
Internal Revenue Code of 1986 impose various requirements on--                  

o ERISA Plans, and                                                      

o persons that are fiduciaries with respect to ERISA Plans,             

in connection with the investment of the assets of an ERISA Plan. For purposes  
of this discussion, ERISA Plans may include individual retirement accounts and  
annuities, Keogh plans and separate accounts and collective investment funds,   
including as applicable, insurance company general accounts, in which other     
ERISA Plans are invested.                                                       

 Governmental plans and, if they have not made an election under Section
410(d) of the Internal Revenue Code of 1986, church plans are not subject to    
ERISA requirements. Accordingly, assets of those plans may be invested in the   
offered certificates without regard to the considerations described below in    
this "ERISA Considerations" section, subject to the provisions of other         
applicable federal and state law. Any of those plans which is qualified and     
exempt from taxation under Sections 401(a) and 501(a) of the Internal Revenue   
Code of 1986, however, is subject to the prohibited transaction rules in        
Section 503 of that Code.                                                       

ERISA imposes general fiduciary requirements on a fiduciary that is   
investing the assets of an ERISA Plan, including--                              

o investment prudence and diversification, and                          

o compliance with the investing ERISA Plan's governing the documents.   

    Section 406 of ERISA and Section 4975 of the Internal Revenue Code of 1986
also prohibit a broad range of transactions involving the assets of an ERISA    
Plan and a Party in Interest with respect to that ERISA Plan, unless a          
statutory or administrative exemption exists.                                   

    The types of transactions between ERISA Plans and Parties in Interest that
are prohibited include:                                                         

o sales, exchanges or leases of property;                               

o loans or other extensions of credit; and                              

o the furnishing of goods and services.                                 

 Parties in Interest that participate in a prohibited transaction may be
subject to an excise tax imposed under Section 4975 of the Internal Revenue     
Code of 1986 or a penalty imposed under Section 502(i) of ERISA, unless a       
statutory or administrative exemption is available. In addition, the persons    
involved in the prohibited transaction may have to cancel the transaction and   
pay an amount to the affected ERISA Plan for any losses realized by that ERISA  
Plan or profits realized by those persons. In addition, individual retirement   
accounts involved in the prohibited transaction may be disqualified which would 
result in adverse tax consequences to the owner of the account.                 

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PLAN ASSET REGULATIONS                                                          

An ERISA Plan's investment in offered certificates may cause the      
underlying mortgage assets and other assets of the related trust to be deemed   
assets of that ERISA Plan. Section 2510.3-101 of the Plan Asset Regulations     
provides that when an ERISA Plan acquires an equity interest in an entity, the  
assets of that ERISA Plan include both that equity interest and an undivided    
interest in each of the underlying assets of the entity, unless an exception    
applies. One exception is that the equity participation in the entity by        
benefit plan investors, which include both ERISA Plans and some employee        
benefit plans not subject to ERISA, is not significant. The 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. The percentage owned by benefit plan investors is       
determined by excluding the investments of the following persons:               

1. those with discretionary authority or control over the assets of the   
entity,                                                             

2. those who provide investment advice directly or indirectly for a fee   
with respect to the assets of the entity, and                       

3. those who are affiliates of the persons described in the preceding     
clauses 1. and 2.                                                   

In the case of one of our trusts, investments by us, by the related   
trustee, the related master servicer, the related special servicer or any other 
party with discretionary authority over the related trust assets, or by the     
affiliates of these persons, will be excluded.                                  

A fiduciary of an investing ERISA Plan is any person who--            

o has discretionary authority or control over the management or         
disposition of the assets of that ERISA Plan, or                    

  o provides investment advice with respect to the assets of that ERISA Plan
for a fee.                                                          

  If the mortgage and other assets included in one of our trusts are ERISA
Plan assets, then any party exercising management or discretionary control      
regarding those assets, such as the related trustee, master servicer or special 
servicer, or affiliates of any of these parties, may be--                       

o deemed to be a fiduciary with respect to the investing ERISA Plan, and

o subject to the fiduciary responsibility provisions of ERISA.          

In addition, if the mortgage and other assets included in one of our trusts are 
ERISA Plan assets, then the operation of that trust may involve prohibited      
transactions under ERISA or the Internal Revenue Code of 1986. For example, if  
a borrower with respect to a mortgage loan in that trust is a Party in Interest 
to an investing ERISA Plan, then the purchase by that ERISA Plan of offered     
certificates evidencing interests in that trust, could be a prohibited loan     
between that ERISA Plan and the Party in Interest.                              

 The Plan Asset Regulations provide that where an ERISA Plan purchases a
"guaranteed governmental mortgage pool certificate," the assets of that ERISA   
Plan include the certificate but do not include any of the mortgages underlying 
the certificate. The Plan Asset Regulations include in the definition of a      
"guaranteed governmental mortgage pool certificate" some certificates issued    
and/or guaranteed by Freddie Mac, Ginnie Mae, Fannie Mae or Farmer Mac.         
Accordingly, even if these types of mortgaged-backed securities were deemed to  
be assets of an ERISA Plan, the underlying mortgages would not be treated as    
assets of that ERISA Plan. 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.                                                         

  In addition, the acquisition or holding of offered certificates by or on
behalf of an ERISA Plan could give rise to a prohibited transaction if we or    
the related trustee, master servicer or special servicer or any related         
underwriter, sub-servicer, tax administrator, manager, borrower or obligor      
under any credit enhancement mechanism, or one of their affiliates, is or       
becomes a Party in Interest with respect to an investing ERISA Plan.            

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    If you are the fiduciary of an ERISA Plan, you should consult your counsel
and review the ERISA discussion in the related prospectus supplement before     
purchasing any offered certificates.                                            

PROHIBITED TRANSACTION EXEMPTIONS                                               

    If you are an ERISA Plan fiduciary, then, in connection with your deciding
whether to purchase any of the offered certificates on behalf of an ERISA Plan, 
you should consider the availability of one of the following prohibited         
transaction class exemptions issued by the U.S. Department of Labor:            

o Prohibited Transaction Class Exemption 75-1, which exempts particular 
    transactions involving ERISA Plans and broker-dealers, reporting dealers
and banks;                                                          

o Prohibited Transaction Class Exemption 90-1, which exempts particular 
   transactions between insurance company separate accounts and Parties in
Interest;                                                           

o Prohibited Transaction Class Exemption 91-38, which exempts particular
transactions between bank collective investment funds and Parties in
Interest;                                                           

o Prohibited Transaction Class Exemption 84-14, which exempts particular
transactions effected on behalf of an ERISA Plan by a "qualified    
professional asset manager;"                                        

o Prohibited Transaction Class Exemption 95-60, which exempts particular
  transactions between insurance company general accounts and Parties in
Interest; and                                                       

o Prohibited Transaction Class Exemption 96-23, which exempts particular
  transactions effected on behalf of an ERISA Plan by an "in-house asset
manager."                                                           

 We cannot provide any assurance that any of these class exemptions will
apply with respect to any particular investment by or on behalf of an ERISA     
Plan in any class of offered certificates. Furthermore, even if any of them     
were deemed to apply, that particular class exemption may not apply to all      
transactions that could occur in connection with the investment. The prospectus 
supplement with respect to the offered certificates of any series may contain   
additional information regarding the availability of other exemptions, with     
respect to those certificates.                                                  

UNDERWRITER'S EXEMPTION                                                         

  It is expected that Lehman Brothers Inc. will be the sole underwriter or
the lead or co-lead managing underwriter in each underwritten offering of       
certificates made by this prospectus. The U.S. Department of Labor issued       
Prohibited Transaction Exemption 91-14 to a predecessor in interest to Lehman   
Brothers Inc. Subject to the satisfaction of the conditions specified in that   
exemption, PTE 91-14, as amended by PTE 2000-58, generally exempts from the     
application of the prohibited transaction provisions of ERISA and the Internal  
Revenue Code of 1986, various transactions relating to, among other things--    

o the servicing and operation of some mortgage assets pools, such as the
  types of mortgage asset pools that will be included in our trusts, and

  o the purchase, sale and holding of some certificates evidencing interests
      in those pools that are underwritten by Lehman Brothers Inc. or any person
   affiliated with Lehman Brothers Inc., such as particular classes of the
offered certificates.                                               

  The related prospectus supplement will state whether PTE 91-14 is or may
be available with respect to any offered certificates underwritten by Lehman    
Brothers Inc.                                                                   

INSURANCE COMPANY GENERAL ACCOUNTS                                              

Section 401(c) of ERISA provides that the fiduciary and prohibited    
transaction provisions of ERISA and the Internal Revenue Code of 1986 do not    
apply to transactions involving an insurance company general account where the  
assets of the general account are not ERISA Plan assets. A Department of Labor  
regulation issued under Section 401(c) of ERISA provides guidance for           
determining, in cases where insurance policies supported by an insurer's        
general account are issued to or for the benefit of an                          

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ERISA Plan on or before December 31, 1998, which general account assets are     
ERISA Plan assets. That regulation generally provides that, if the specified    
requirements are satisfied with respect to insurance policies issued on or      
before December 31, 1998, the assets of an insurance company general account    
will not be ERISA Plan assets.                                                  

    Any assets of an insurance company general account which support insurance
policies issued to an ERISA Plan after December 31, 1998, or issued to an ERISA 
Plan on or before December 31, 1998 for which the insurance company does not    
comply with the requirements set forth in the Department of Labor regulation    
under Section 401(c) of ERISA, may be treated as ERISA Plan assets. In          
addition, because Section 401(c) of ERISA and the regulation issued under       
Section 401(c) of ERISA do not relate to insurance company separate accounts,   
separate account assets are still treated as ERISA Plan assets, invested in the 
separate account. If you are an insurance company are contemplating the         
investment of general account assets in offered certificates, you should        
consult your legal counsel as to the applicability of Section 401(c) of ERISA.  

CONSULTATION WITH COUNSEL                                                       

If you are a fiduciary for an ERISA Plan and you intend to purchase   
offered certificates on behalf of or with assets of that ERISA Plan, you        
should:                                                                         

o consider your general fiduciary obligations under ERISA, and          

o consult with your legal counsel as to--                               

  1. the potential applicability of ERISA and the Internal Revenue Code of
1986 to that investment, and                                    

   2. the availability of any prohibited transaction exemption in connection
with that investment.                                           

TAX EXEMPT INVESTORS                                                            

 An ERISA Plan that is exempt from federal income taxation under Section
501 of the Internal Revenue Code of 1986 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 Internal Revenue Code of 1986. All     
excess inclusions of a REMIC allocated to a REMIC residual certificate held by  
a tax-exempt ERISA Plan will be considered unrelated business taxable income    
and will be subject to federal income tax.                                      

 See "Federal Income Tax Consequences -- REMICs -- Taxation of Owners of
REMIC Residual Certificates -- Excess Inclusions" in this prospectus.           

LEGAL INVESTMENT  

  If and to the extent specified in the related prospectus supplement, the
offered certificates of any series may constitute mortgage related securities   
for purposes of the Secondary Mortgage Market Enhancement Act of 1984. Mortgage 
related securities are legal investments for entities--                         

 o that are created or existing under the laws of the United States or any
state, including the District of Columbia and Puerto Rico, and      

o whose authorized investments are subject to state regulations,        

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 are legal investments for those entities.         

Prior to December 31, 1996, classes of offered certificates would be  
mortgage related securities for purposes of SMMEA only if they:                 

o were rated in one of the two highest rating categories by at least one
nationally recognized statistical rating organization; and          

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  o evidenced interests in a trust consisting of loans directly secured by a
first lien on a single parcel of real estate upon which is located a
   dwelling or mixed residential and commercial structure, which loans had
been originated by the types of originators specified in SMMEA.     

    Further, under SMMEA as originally enacted, if a state enacted legislation
on or before October 3, 1991 that specifically limited the legal investment     
authority of any entities referred to in the preceding paragraph with respect   
to mortgage related securities under that definition, offered certificates      
would constitute legal investments for entities subject to the legislation only 
to the extent provided in that legislation. A number of states enacted laws     
limiting the authority of certain entities, particularly insurance companies,   
to invest in "mortgage related securities."                                     

Effective December 31, 1996, the definition of "mortgage related      
securities" was modified to include among the types of loans to which the       
securities may relate, loans secured by first liens on "one or more parcels of  
real estate upon which is located one or more commercial structures." In        
addition, the related legislative history states that this expanded definition  
includes multifamily loans secured by more than one parcel of real estate upon  
which is located more than one structure. Through September 23, 2001, any state 
may enact legislation limiting the extent to which mortgage related securities  
under this expanded definition would constitute legal investments under that    
state's laws.                                                                   

  SMMEA also amended the legal investment authority of federally chartered
depository institutions as follows:                                             

o federal savings and loan associations and federal savings banks may   
      invest in, sell or otherwise deal with mortgage related securities without
limitation as to the percentage of their assets represented by those
securities; and                                                     

o federal credit unions may invest in mortgage related securities and   
 national banks may purchase mortgage related securities for their own
account without regard to the limitations generally applicable to   
investment securities prescribed in 12 U.S.C. 24 (Seventh),         

subject in each case to the regulations that the applicable federal regulatory  
authority may prescribe.                                                        

    Effective December 31, 1996, the OCC amended 12 C.F.R. Part 1 to authorize
national banks to purchase and sell for their own account, without limitation   
as to a percentage of the bank's capital and surplus, but subject to compliance 
with general standards concerning "safety and soundness" and retention of       
credit information in 12 C.F.R. Section 1.5, some Type IV securities, which are 
defined in 12 C.F.R. Section 1.2(1) to include some commercial mortgage-related 
securities and residential mortgage-related securities. As defined, "commercial 
mortgage-related security" and "residential mortgage-related security" mean, in 
relevant part, a 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," we make no representation as to whether any class 
of offered certificates will qualify as commercial mortgage-related securities, 
and thus as Type IV securities, for investment by national banks.               

  The NCUA has adopted rules, codified at 12 C.F.R. Part 703, which permit
federal credit unions to invest in mortgage related securities under limited    
circumstances, other than stripped mortgage related securities, residual        
interests in mortgage related securities and commercial mortgage related        
securities, unless the credit union has obtained written approval from the NCUA 
to participate in the investment pilot program described in 12 C.F.R. Section   
703.140.                                                                        

   The OTS has issued Thrift Bulletin 13a (December 1, 1998), "Management of
Interest Rate Risk, Investment Securities, and Derivatives Activities," 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                          

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Federal Financial Institutions Examination Council, which has been adopted by   
the Board of Governors of the Federal Reserve System, the FDIC, 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.                                                            

There may be other restrictions, by way of statute, rule, regulation, 
order, guideline, policy statement, agreement or otherwise, on your ability     
either to purchase one or more classes of offered certificates of any series or 
to purchase offered certificates representing more than a specified percentage  
of your assets. Except as to the status of some classes as "mortgage related    
securities," we make no representations as to the proper characterization of    
any class of offered certificates for legal investment or other purposes. Also, 
we make no representations as to the ability of particular investors to         
purchase any class of offered certificates under applicable legal investment    
restrictions. These uncertainties may adversely affect the liquidity of any     
class of offered certificates. Accordingly, if your investment activities are   
subject to legal investment laws and regulations, regulatory capital            
requirements or review by regulatory authorities, you should consult with your  
legal advisor in determining whether and to what extent--                       

o the offered certificates of any class and series constitute legal     
    investments or are subject to investment, capital or other restrictions;
and                                                                 

o if applicable, SMMEA has been overridden in your State.               

USE OF PROCEEDS 

  Unless otherwise specified in the related prospectus supplement, the net
proceeds to be received from the sale of the offered certificates of any series 
will be applied by us to the purchase of assets for the related trust or will   
be used by us to cover expenses related to that purchase and the issuance of    
those certificates. We expect to sell the offered certificates from time to     
time, but the timing and amount of offerings of those certificates will depend  
on a number of factors, including the volume of mortgage assets acquired by us, 
prevailing interest rates, availability of funds and general market conditions. 

METHOD OF DISTRIBUTION  

The certificates offered by this prospectus and the related prospectus
supplements will be offered in series through one or more of the methods        
described in the next paragraph. The prospectus supplement prepared for the     
offered certificates of each series will describe the method of offering being  
utilized for those certificates and will state the net proceeds to us from the  
sale of those certificates.                                                     

   We intend that offered certificates will be offered through the following
methods from time to time. We further intend 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. The methods are as follows:                    

1. by negotiated firm commitment or best efforts underwriting and public  
    offering by one or more underwriters specified in the related prospectus
supplement;                                                         

2. by placements by us with institutional investors through dealers; and  

3. by direct placements by us 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 mortgage assets that would back those certificates. Furthermore,  
the related trust assets for any series of offered certificates may include     
other securities, the offering of which was registered under the registration   
statement of which this prospectus is a part.                                   

    If underwriters are used in a sale of any offered certificates, other than
in connection with an underwriting on a best efforts basis, the offered         
certificates will be acquired by the underwriters for their own account. These  
certificates may be resold from time to time in one or more transactions,       
including                                                                       

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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. The 
managing underwriter or underwriters with respect to the offer and sale of      
offered certificates of a particular series will be described on the cover of   
the prospectus supplement relating to the series and the members of the         
underwriting syndicate, if any, will be named in the relevant prospectus        
supplement.                                                                     

 Underwriters may receive compensation from us or from purchasers of the
offered certificates in the form of discounts, concessions or commissions.      
Underwriters and dealers participating in the payment of the offered            
certificates may be deemed to be underwriters in connection with those          
certificates. In addition, any discounts or commissions received by them from   
us and any profit on the resale of those 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--                   

o the obligations of the underwriters will be subject to various        
conditions precedent,                                               

o the underwriters will be obligated to purchase all the certificates if
      any are purchased, other than in connection with an underwriting on a best
efforts basis, and                                                  

  o in limited circumstances, we will indemnify the several underwriters and
    the underwriters will indemnify us against civil liabilities relating to
   disclosure in our registration statement, this prospectus or any of the
      related prospectus supplements, including liabilities under the Securities
  Act of 1933, as amended, or will contribute to payments required to be
made with respect to any liabilities.                               

    The prospectus supplement with respect to any series offered by placements
through dealers will contain information regarding the nature of the offering   
and any agreements to be entered into between us and purchasers of offered      
certificates of that series.                                                    

We anticipate 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 the 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 reoffer or sale.                                                   

LEGAL MATTERS 

Unless otherwise specified in the related prospectus supplement,      
particular legal matters in connection with the certificates of each series,    
including some federal income tax consequences, will be passed upon for us by-- 

o Sidley Austin Brown & Wood;                                           

o Cadwalader, Wickersham & Taft;                                        

o Skadden, Arps, Slate, Meagher & Flom; or                              

o Thacher Proffitt & Wood.                                              

FINANCIAL INFORMATION 

A new trust will be formed with respect to each series of offered     
certificates. None of those trusts will engage in any business activities or    
have any assets or obligations prior to the issuance of the related series of   
offered certificates. Accordingly, no financial statements with respect to any  
trust will be included in this prospectus or in the related prospectus          
supplement. We have determined that our financial statements will not be        
material to the offering of any offered certificates.                           

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RATING  

It is a condition to the issuance of any class of offered certificates
that, at the time of issuance, at least one nationally recognized statistical   
rating organization has rated those certificates in one of its generic rating   
categories which signifies investment grade. Typically, the four highest rating 
categories, within which there may be sub-categories or gradations indicating   
relative standing, signify investment grade.                                    

 Ratings on mortgage pass-through certificates address the likelihood of
receipt by the holders of all payments of interest and/or principal to which    
they are entitled. These ratings address the structural, legal and              
issuer-related aspects associated with the certificates, the nature of the      
underlying mortgage assets and the credit quality of any third-party credit     
enhancer. The rating(s) on a class of offered certificates will not represent   
any assessment of--                                                             

o whether the price paid for those certificates is fair;                

 o whether those certificates are a suitable investment for any particular
investor;                                                           

o the tax attributes of those certificates or of the related trust;     

o the yield to maturity or, if they have principal balances, the average
life of those certificates;                                         

o the likelihood or frequency of prepayments of principal on the        
underlying mortgage loans;                                          

o the degree to which the amount or frequency of prepayments on the     
     underlying mortgage loans might differ from those originally anticipated;

  o whether or to what extent the interest payable on those certificates may
be reduced in connection with interest shortfalls resulting from the
timing of voluntary prepayments;                                    

o the likelihood that any amounts other than interest at the related    
      mortgage interest rates and principal will be received with respect to the
underlying mortgage loans; or                                       

o if those certificates provide solely or primarily for payments of     
     interest, whether the holders, despite receiving all payments of interest
to which they are entitled, would ultimately recover their initial  
investments in those certificates.                                  

   A security rating is not a recommendation to buy, sell or hold securities
and may be subject to revision or withdrawal at any time by the assigning       
rating organization. Each security rating should be evaluated independently of  
any other security rating.                                                      

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GLOSSARY  

    The following capitalized terms will have the respective meanings assigned
to them in this "Glossary" section whenever they are used in this prospectus.   

"ADA" means the Americans with Disabilities Act of 1990, as amended.  

"CERCLA" means the federal Comprehensive Environmental Response,      
Compensation and Liability Act of 1980, as amended.                             

   "COMMITTEE REPORT" means the Conference Committee Report accompanying the
Tax Reform Act of 1986.                                                         

 "CPR" means an assumed constant rate of prepayment each month, which is
expressed on a per annum basis, relative to the then outstanding principal      
balance of a pool of mortgage loans for the life of those loans.                

"DISQUALIFIED ORGANIZATION" means:                                    

o the United States,                                                    

o any State or political subdivision of the United States,              

o any foreign government,                                               

o any international organization,                                       

o any agency or instrumentality of the foregoing, except for            
instrumentalities described in Section 168(h)(2)(D) of the Internal 
Revenue Code or the Freddie Mac,                                    

o any organization, other than a cooperative described in Section 521 of
     the Internal Revenue Code, that is exempt from federal income tax, except
      if it is subject to the tax imposed by Section 511 of the Internal Revenue
Code, or                                                            

o any organization described in Section 1381(a)(2)(C) of the Internal   
Revenue Code.                                                       

 "ELECTING LARGE PARTNERSHIP" means any partnership having more than 100
members during the preceding tax year which elects to apply simplified          
reporting provisions under the Internal Revenue Code of 1986, except for some   
service partnerships and commodity pools.                                       

"ERISA" means the Employee Retirement Income Security Act of 1974, as 
amended.                                                                        

 "ERISA PLAN" means any employee benefit plan, or other retirement plan,
arrangement or account, that is subject to the fiduciary responsibility         
provisions of the Employee Retirement Income Security Act of 1974, as amended,  
and Section 4975 of the Internal Revenue Code of 1986.                          

  "EUROCLEAR OPERATOR" means Euroclear Bank, S.A./N.V., as operator of the
Euroclear System, or any successor entity.                                      

   "EUROCLEAR TERMS AND CONDITIONS" means the Terms and Conditions Governing
Use of Euroclear and the related Operating Procedures of the Euroclear System   
and, to the extent that it applies to the operation of the Euroclear System,    
Belgian law.                                                                    

"FANNIE MAE" means the Federal National Mortgage Association.         

"FARMER MAC" means the Federal Agricultural Mortgage Corporation.     

  "FASIT" means a financial asset securitization trust, within the meaning
of, and formed in accordance with, the Small Business Job Protection Act of     
1996 and Sections 860I through 860L of the Internal Revenue Code of 1986.       

"FDIC" means the Federal Deposit Insurance Corporation.               

   "FINANCIAL INTERMEDIARY" means a brokerage firm, bank, thrift institution
or other financial intermediary that maintains an account of a beneficial owner 
of securities.                                                                  

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"FREDDIE MAC" means the Federal Home Loan Mortgage Association.       

"GINNIE MAE" means the Government National Mortgage Association.      

 "GOVERNING DOCUMENT" means the pooling and servicing agreement or other
similar agreement or collection of agreements, which governs the issuance of a  
series of offered certificates.                                                 

"IRS" means the Internal Revenue Service.                             

  "LENDER LIABILITY ACT" means the Asset Conservation Lender Liability and
Deposit Insurance Act of 1996, as amended.                                      

"NET INCOME FROM FORECLOSURE PROPERTY" means income from foreclosure  
property other than qualifying rents and other qualifying income for a REIT.    

"NCUA" means the National Credit Union Administration.                

"OCC" means the Office of the Comptroller of the Currency.            

"OTS" means the Office of Thrift Supervision.                         

   "PARTY IN INTEREST" means any person that is a "party in interest" within
the meaning of ERISA or a "disqualified person" within the meaning of the       
Internal Revenue Code of 1986.                                                  

"PASS-THROUGH ENTITY" means any:                                      

o regulated investment company,                                         

o real estate investment trust,                                         

o trust,                                                                

o partnership, or                                                       

o other entities described in Section 860E(e)(6) of the Internal Revenue
Code.                                                               

  "PLAN ASSET REGULATIONS" means the regulations of the U.S. Department of
Labor promulgated under the Employee Retirement Income Security Act of 1974, as 
amended.                                                                        

"PTE" means a Prohibited Transaction Exemption issued by the U.S.     
Department of Labor.                                                            

   "REIT" means a real estate investment trust within the meaning of Section
856(a) of the Internal Revenue Code of 1986.                                    

"RELIEF ACT" means the Soldiers' and Sailors' Relief Act of 1940, as  
amended.                                                                        

"REMIC" means a real estate mortgage investment conduit, within the   
meaning of, and formed in accordance with, the Tax Reform Act of 1986 and       
Sections 860A through 860G of the Internal Revenue Code of 1986.                

"SEC" means the Securities and Exchange Commission.                   

 "SMMEA" means the Secondary Mortgage Market Enhancement Act of 1984, as
amended.                                                                        

"SPA" means standard prepayment assumption.                           

"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, partnership or other entity created or organized in, or
under the laws of, the United States, any state or the District of  
Columbia;                                                           

o an estate whose income from sources without the United States is      
    includible in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business
within the United States; or                                        

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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                       

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 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.                                                 

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The attached diskette contains one spreadsheet file that can be put on a        
user-specified hard drive or network drive. This spreadsheet file is            
"LBUBS01C3". The spreadsheet file "LBUBS01C3" is a Microsoft Excel (1), Version 
5.0 spreadsheet. The file provides, in electronic format, some of the           
statistical information that appears under the caption "Description of the      
Mortgage Pool" in, and on Annexes A-1, A-2, A-3 and B to, this prospectus       
supplement. Capitalized terms used, but not otherwise defined, in the           
spreadsheet file will have the respective meanings assigned to them in this     
prospectus supplement. All the information contained in the spreadsheet file is 
subject to the same limitations and qualifications contained in this prospectus 
supplement. Prospective investors are strongly urged to read this prospectus    
supplement and the accompanying prospectus in its entirety prior to accessing   
the spreadsheet file.                                                           

--------                                                                        
(1) Microsoft Excel is a registered trademark of Microsoft Corporation.         

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================================================================================

PROSPECTUS SUPPLEMENT 

                                                                [Download Table]

                                                          PAGE 
                                                         ------
                                                               
Important Notice About the Information                         
   Contained in this Prospectus Supplement, the                
   Accompanying Prospectus and the Related                     
   Registration Statement ............................     S-3 
Summary of Prospectus Supplement .....................     S-4 
Risk Factors .........................................    S-26 
Capitalized Terms Used in this Prospectus                      
   Supplement ........................................    S-34 
Forward-Looking Statements ...........................    S-34 
Description of the Mortgage Pool .....................    S-35 
Servicing of the Underlying Mortgage Loans ...........    S-66 
Description of the Offered Certificates ..............    S-88 
Yield and Maturity Considerations ....................    S-105
Use of Proceeds ......................................    S-109
Federal Income Tax Consequences ......................    S-109
ERISA Considerations .................................    S-112
Legal Investment .....................................    S-114
Method of Distribution ...............................    S-115
Legal Matters ........................................    S-116
Ratings ..............................................    S-116
Glossary .............................................    S-117
ANNEX A-1--Certain Characteristics of the                      
   Underlying Mortgage Loans .........................    A-1-1
ANNEX A-2--Certain Monetary Terms of the                       
   Underlying Mortgage Loans .........................    A-2-1
ANNEX A-3--Certain Information Regarding                       
   Reserves ..........................................    A-3-1
ANNEX B--Certain Information Regarding                         
   Multifamily Properties ............................     B-1 
ANNEX C-1--Price/Yield Tables ........................    C-1-1
ANNEX C-2--Decrement Tables ..........................    C-2-1
ANNEX D--Form of Payment Date Statement ..............     D-1 

                                  PROSPECTUS                   

Important Notice About the Information Presented               
   in this Prospectus ................................     3   
Available Information; Incorporation by Reference.....     3   
Summary of Prospectus ................................     4   
Risk Factors .........................................    13   
Capitalized Terms used in this Prospectus ............    30   
Description of the Trust Assets ......................    30   
Yield and Maturity Considerations ....................    53   
Structured Asset Securities Corporation ..............    58   
Description of the Certificates ......................    58   
Description of the Governing Documents ...............    67   
Description of Credit Support ........................    76   
Legal Aspects of Mortgage Loans ......................    78   
Federal Income Tax Consequences ......................    90   
State and Other Tax Consequences .....................   128   
ERISA Considerations .................................   128   
Legal Investment .....................................   131   
Use of Proceeds ......................................   133   
Method of Distribution ...............................   133   
Legal Matters ........................................   134   
Financial Information ................................   134   
Rating ...............................................   135   
Glossary .............................................   136   

    Until October 24, 2001 all dealers that effect transactions in the offered
certificates, whether or not participating in this offering, may be required to 
deliver this prospectus supplement and the accompanying prospectus. This        
delivery requirement is in addition to the obligation of dealers to deliver     
this prospectus supplement and the accompanying prospectus when acting as       
underwriters and with respect to their unsold allotments or subscriptions.      

================================================================================

================================================================================

$1,249,578,000
(APPROXIMATE) 

LB-UBS COMMERCIAL 
MORTGAGE TRUST  
2001-C3 

COMMERCIAL MORTGAGE PASS-THROUGH  
CERTIFICATES, SERIES 2001-C3

CLASS A-1, CLASS A-2, CLASS B, CLASS C  
AND CLASS D 

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

PROSPECTUS SUPPLEMENT 

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

LEHMAN BROTHERS 
UBS WARBURG 
BEAR, STEARNS & CO. INC.  

July 20, 2001 

================================================================================