JP Morgan Chase Commercial Mortgage Securities Corp – ‘424B5’ on 7/23/03 re: JP Morgan Chase Com SEC Corp Pass Thru Cert Ser 2003-CIBC6

On:  Wednesday, 7/23/03, at 7:56am ET   ·   Accession #:  950136-3-1772   ·   File #s:  333-105805, -01

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

 1: 424B5       Preliminary Materials                                367   2.01M 

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                                              Filed Pursuant to Rule 424(b)(5)
                                               Registration File No.: 333-105805

The information contained in this prospectus supplement is not complete and may 
be changed. This prospectus supplement is not an offer to sell these securities 
and it is not soliciting an offer to buy these securities in any state where    
such offer or sale is not permitted.                                            

SUBJECT TO COMPLETION, DATED JULY 18, 2003                                      
PROSPECTUS SUPPLEMENT                                                           
(TO PROSPECTUS DATED JULY 18, 2003)                                             

$947,660,000 (APPROXIMATE)

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

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-CIBC6  

JPMORGAN CHASE BANK 
CIBC INC. 
ABN AMRO BANK N.V.
LASALLE BANK NATIONAL ASSOCIATION 
MORTGAGE LOAN SELLERS 

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

    J.P. Morgan Chase Commercial Mortgage Securities Corp. is offering certain
classes of the Series 2003-CIBC6 Commercial Mortgage Pass-Through Certificates, 
which represent the beneficial ownership interests in a trust. The trust's      
assets will primarily be 128 fixed rate mortgage loans secured by first liens   
on 143 commercial, multifamily and manufactured housing community properties    
and are generally the sole source of payments on the Series 2003-CIBC6          
certificates. The Series 2003-CIBC6 certificates are not obligations of J.P.    
Morgan Chase Commercial Mortgage Securities Corp., the mortgage loan sellers or 
any of their respective affiliates, and neither the Series 2003-CIBC6           
certificates nor the underlying mortgage loans are insured or guaranteed by any 
governmental agency or any other person or entity.                              

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

                                                        [Enlarge/Download Table]

                                      INITIAL       PASS-            ASSUMED          EXPECTED                  
                     INITIAL CLASS     PASS-       THROUGH            FINAL            RATINGS      RATED FINAL 
                      CERTIFICATE     THROUGH        RATE          DISTRIBUTION       (MOODY'S/    DISTRIBUTION 
                      BALANCE (1)       RATE     DESCRIPTION         DATE (3)        FITCH) (5)      DATE (3)   
                    ---------------  ---------  -------------  -------------------  ------------  --------------
                                                                                                                
Class A-1 .........  $217,100,000         %     Fixed          December 12, 2012       Aaa/AAA    July 12, 2037 
Class A-2 .........  $654,956,000         %     Fixed(6)        August 12, 2013        Aaa/AAA    July 12, 2037 
Class B ...........  $ 31,284,000         %     Fixed(6)        August 12, 2013        Aa2/AA     July 12, 2037 
Class C ...........  $ 32,588,000         %     Fixed(6)        August 12, 2013         A2/A      July 12, 2037 
Class D ...........  $ 11,732,000         %     Fixed(6)        August 12, 2013         A3/A-     July 12, 2037 

----------                                                                      
(Footnotes to table on page S-5)                                                

---------------------------------------]      THE SECURITIES AND EXCHANGE       
YOU SHOULD CAREFULLY CONSIDER THE RISK ]  COMMISSION AND STATE REGULATORS HAVE  
FACTORS BEGINNING ON PAGE S-25 OF THIS ]  NOT APPROVED OR DISAPPROVED OF THE    
PROSPECTUS SUPPLEMENT AND PAGE 9 OF    ]  OFFERED CERTIFICATES OR DETERMINED    
THE PROSPECTUS.                        ]  IF THIS PROSPECTUS SUPPLEMENT OR THE  
                                     ]  ACCOMPANYING PROSPECTUS ARE TRUTHFUL
Neither the certificates nor the       ]  OR COMPLETE. ANY REPRESENTATION TO    
underlying mortgage loans are insured  ]  THE CONTRARY IS A CRIMINAL OFFENSE.   
or guaranteed by any governmental      ]  J.P. MORGAN CHASE COMMERCIAL MORTGAGE 
agency or instrumentality or any other ]  SECURITIES CORP. WILL NOT LIST THE    
person or entity.                      ]  OFFERED CERTIFICATES ON ANY SECURITIES
                                       ]  EXCHANGE OR ON ANY AUTOMATED QUOTATION
The certificates will represent        ]  SYSTEM OF ANY SECURITIES ASSOCIATION. 
interests in the trust fund only. They ]                                        
will not represent interests in or     ]      THE UNDERWRITERS, J.P. MORGAN     
obligations of the depositor, any of   ]  SECURITIES INC., CIBC WORLD MARKETS   
its affiliates or any other entity.    ]  CORP., ABN AMRO INCORPORATED,         
---------------------------------------]  CITIGROUP GLOBAL MARKETS INC. AND     
                                         MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED WILL PURCHASE THE OFFERED CERTIFICATES FROM J.P. MORGAN CHASE      
COMMERCIAL MORTGAGE SECURITIES CORP. AND WILL OFFER THEM TO THE PUBLIC AT       
NEGOTIATED PRICES, PLUS, IN CERTAIN CASES, ACCRUED INTEREST, DETERMINED AT THE  
TIME OF SALE. J.P. MORGAN SECURITIES INC. AND CIBC WORLD MARKETS CORP. ARE      
ACTING AS CO-LEAD MANAGERS FOR THIS OFFERING. ABN AMRO INCORPORATED, CITIGROUP  
GLOBAL MARKETS INC. AND MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED ARE  
ACTING AS CO-MANAGERS FOR THIS OFFERING. J.P. MORGAN SECURITIES INC. IS ACTING  
AS SOLE BOOKRUNNER FOR THIS OFFERING.                                           

   THE UNDERWRITERS EXPECT TO DELIVER THE OFFERED CERTIFICATES TO PURCHASERS
IN BOOK-ENTRY FORM ONLY THROUGH THE FACILITIES OF THE DEPOSITORY TRUST COMPANY  
IN THE UNITED STATES AND CLEARSTREAM BANKING, SOCIeTe ANONYME AND EUROCLEAR     
BANK, SOCIETE ANONYME IN EUROPE AGAINST PAYMENT IN NEW YORK, NEW YORK ON OR     
ABOUT AUGUST 11, 2003. WE EXPECT TO RECEIVE FROM THIS OFFERING APPROXIMATELY   %
OF THE INITIAL CERTIFICATE BALANCE OF THE OFFERED CERTIFICATES, PLUS ACCRUED    
INTEREST FROM AUGUST 1, 2003, BEFORE DEDUCTING EXPENSES PAYABLE BY US.          

JPMORGAN                                                      CIBC WORLD MARKETS
ABN AMRO INCORPORATED 
CITIGROUP                                                    MERRILL LYNCH & CO.

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[LOGO OMITTED] J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. 
Commercial Mortgage Pass-Through Certificates, Series 2003-CIBC6

[MAP OF UNITED STATES OMITTED.
 MAP CONTAINS THE FOLLOWING INFORMATION]

MISSOURI                                                                        
1 property                                                                      
$85,000,000                                                                     
8.2% of total                                                                   

MONTANA                                                                         
1 property                                                                      
$9,030,949                                                                      
0.9% of total                                                                   

SOUTH DAKOTA                                                                    
1 property                                                                      
$3,490,171                                                                      
0.3% of total                                                                   

IOWA                                                                            
1 property                                                                      
$4,000,000                                                                      
0.4% of total                                                                   

MINNESOTA                                                                       
1 property                                                                      
$8,138,367                                                                      
0.8% of total                                                                   

WISCONSIN                                                                       
4 properties                                                                    
$16,947,932                                                                     
1.6% of total                                                                   

ILLINOIS                                                                        
3 properties                                                                    
$11,542,567                                                                     
1.1% of total                                                                   

INDIANA                                                                         
1 property                                                                      
$2,240,755                                                                      
0.2% of total                                                                   

MICHIGAN                                                                        
6 properties                                                                    
$34,521,740                                                                     
3.3% of total                                                                   

OHIO                                                                            
2 properties                                                                    
$18,854,549                                                                     
1.8% of total                                                                   

PENNSYLVANIA                                                                    
6 properties                                                                    
$60,798,558                                                                     
5.8% of total                                                                   

NEW YORK                                                                        
9 properties                                                                    
$103,442,075                                                                    
9.9% of total                                                                   

NEW HAMPSHIRE                                                                   
1 property                                                                      
$1,697,851                                                                      
0.2% of total                                                                   

MASSACHUSETTS                                                                   
3 properties                                                                    
$7,588,902                                                                      
0.7% of total                                                                   

NEW JERSEY                                                                      
9 properties                                                                    
$66,257,462                                                                     
6.4% of total                                                                   

DELAWARE                                                                        
1 property                                                                      
$22,956,879                                                                     
2.2% of total                                                                   

MARLYAND                                                                        
2 properties                                                                    
$3,832,446                                                                      
0.4% of total                                                                   

VIRGINIA                                                                        
1 property                                                                      
$5,239,166                                                                      
0.5% of total                                                                   

NORTH CAROLINA                                                                  
7 properties                                                                    
$37,196,908                                                                     
3.6% of total                                                                   

GEORGIA                                                                         
5 properties                                                                    
$96,563,469                                                                     
9.3% of total                                                                   

FLORIDA                                                                         
9 properties                                                                    
$55,216,905                                                                     
5.3% of total                                                                   

TENNESSEE                                                                       
4 properties                                                                    
$51,649,534                                                                     
5.0% of total                                                                   

KENTUCKY                                                                        
2 properties                                                                    
$38,797,870                                                                     
3.7% of total                                                                   

LOUISIANA                                                                       
3 properties                                                                    
$14,505,327                                                                     
1.4% of total                                                                   

TEXAS                                                                           
16 properties                                                                   
$58,777,077                                                                     
5.6% of total                                                                   

OKLAHOMA                                                                        
1 property                                                                      
$2,780,000                                                                      
0.3% of total                                                                   

COLORADO                                                                        
5 properties                                                                    
$18,803,361                                                                     
1.8% of total                                                                   

ARIZONA                                                                         
6 properties                                                                    
$31,937,453                                                                     
3.1% of total                                                                   

NEVADA                                                                          
1 property                                                                      
$16,700,000                                                                     
1.6% of total                                                                   

CALIFORNIA                                                                      
30 properties                                                                   
$152,624,381                                                                    
14.6% of total                                                                  

IDAHO                                                                           
1 property                                                                      
$1,639,795                                                                      
0.2% of total                                                                   

[----] < 1.0% of Cut-Off Date Balance                                           
[----] 1.0% - 5.0% of Cut-Off Date Balance                                      
[----] 5.1% - 10.0% of Cut-Off Date Balance                                     
[----] > 10.0% of Cut-Off Date Balance                                          

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[THREE PHOTOS OF BATTLEFIELD MALL OMITTED]

[ONE PHOTO OF INTERNATIONAL PAPER OFFICE OMITTED] 

[ONE PHOTO OF 2121 MARKET STREET OMITTED] 

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[ONE PHOTO OF 641 SIXTH AVENUE OMITTED] 

[ONE PHOTO OF DEERFIELD MALL OMITTED] 

[ONE PHOTO OF ONE ALLIANCE CENTER OMITTED]

[ONE PHOTO OF SHELBYVILLE ROAD PLAZA OMITTED] 

[ONE PHOTO OF TICES CORNER RETAIL MARKETPLACE OMITTED]

[ONE PHOTO OF 919 MARKET STREET OMITTED]

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

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

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

This prospectus supplement begins with several introductory sections  
describing the Series 2003-CIBC6 certificates and the trust in abbreviated      
form:                                                                           

Summary of Certificates, commencing on page S-5 of this prospectus    
supplement, which sets forth important statistical information relating to the  
Series 2003-CIBC6 certificates;                                                 

 Summary of Terms, commencing on page S-7 of this prospectus supplement,
which gives a brief introduction of the key features of the Series 2003-CIBC6   
certificates and a description of the underlying mortgage loans; and            

    Risk Factors, commencing on page S-25 of this prospectus supplement, which
describe risks that apply to the Series 2003-CIBC6 certificates which are in    
addition to those described in the prospectus with respect to the securities    
issued by the trust generally.                                                  

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

Certain capitalized terms are defined and used in this prospectus     
supplement and the prospectus to assist you in understanding the terms of the   
offered certificates and this offering. The capitalized terms used in this      
prospectus supplement are defined on the pages indicated under the caption      
"Index of Principal Definitions" commencing on page S-146 of this prospectus    
supplement. The capitalized terms used in the prospectus are defined on the     
pages indicated under the caption "Index of Principal Definitions" commencing   
on page 108 of the prospectus.                                                  

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

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TABLE OF CONTENTS 

                                                                [Download Table]

                                                   PAGE
                                                  -----
                                                       
SUMMARY OF CERTIFICATES .......................   S-5  
SUMMARY OF TERMS ..............................   S-7  
RISK FACTORS ..................................   S-25 
   Geographic Concentration                            
      Entails Risks ...........................   S-25 
   Risks to the Mortgaged Properties                   
      Relating to Terrorist Attacks and                
      Foreign Conflicts .......................   S-25 
   Risks Relating to Loan Concentrations ......   S-26 
   Risks Relating to Enforceability of                 
      Cross-Collateralization .................   S-27 
   The Borrower's Form of Entity May                   
      Cause Special Risks .....................   S-28 
   Ability to Incur Other Borrowings                   
      Entails Risk ............................   S-29 
   Borrower May Be Unable to Repay                     
      Remaining Principal Balance on                   
      Maturity Date or Anticipated                     
      Repayment Date ..........................   S-30 
   Commercial and Multifamily Lending                  
      is Dependent Upon Net Operating                  
      Income ..................................   S-31 
   Tenant Concentration Entails Risk ..........   S-32 
   Certain Additional Risks Relating to                
      Tenants .................................   S-33 
   Mortgaged Properties Leased to                      
      Multiple Tenants Also Have Risks ........   S-33 
   Tenant Bankruptcy Entails Risks ............   S-34 
   Mortgage Loans Are Nonrecourse and                  
      Are Not Insured or Guaranteed ...........   S-34 
   Retail Properties Have Special Risks .......   S-34 
   Office Properties Have Special Risks .......   S-35 
   Industrial Properties Have                          
      Special Risks ...........................   S-36 
   Multifamily Properties Have Special                 
      Risks ...................................   S-37 
   Manufactured Housing Communities                    
      Have Special Risks ......................   S-38 
   Lack of Skillful Property Management                
      Entails Risks ...........................   S-38 
   Some Mortgaged Properties May Not                   
      Be Readily Convertible to                        
      Alternative Uses ........................   S-39 
   Property Value May Be Adversely                     
      Affected Even When Current                       
      Operating Income Is Not .................   S-39 
   Mortgage Loans Secured by Leasehold                 
      Interests May Expose Investors to                
      Greater Risks of Default and Loss .......   S-39 
   Limitations of Appraisals ..................   S-40 
   Your Lack of Control Over the Trust                 
      Fund Can Create Risks ...................   S-40 
   Potential Conflicts of Interest ............   S-40 

                                                                [Download Table]

                                                   PAGE
                                                  -----
                                                       
   Special Servicer May Be Directed to                 
      Take Actions ............................   S-41 
   Bankruptcy Proceedings Entail                       
      Certain Risks ...........................   S-42 
   Risks Relating to Prepayments and                   
      Repurchases .............................   S-43 
   Mortgage Loan Sellers May Not Be                    
      Able to Make a Required                          
      Repurchase or Substitution of a                  
      Defective Mortgage Loan .................   S-44 
   Risks Relating to Enforceability of                 
      Yield Maintenance Charges,                       
      Prepayment Premiums or                           
      Defeasance Provisions ...................   S-44 
   Risks Relating to Borrower Default .........   S-45 
   Risks Relating to Interest on Advances              
      and Special Servicing                            
      Compensation ............................   S-45 
   Risks of Limited Liquidity and Market               
      Value ...................................   S-46 
   Different Timing of Mortgage Loan                   
      Amortization Poses Certain Risks ........   S-46 
   Subordination of Subordinate Offered                
      Certificates ............................   S-46 
   Environmental Risks Relating to the                 
      Mortgaged Properties ....................   S-46 
   Tax Considerations Relating to                      
      Foreclosure .............................   S-47 
   Risks Associated with One Action                    
      Rules ...................................   S-47 
   Risks Related to Enforceability ............   S-48 
   Potential Absence of Attornment                     
      Provisions Entails Risks ................   S-48 
   Property Insurance May Not Be                       
      Sufficient ..............................   S-48 
   Zoning Compliance and Use                           
      Restrictions May Adversely Affect                
      Property Value ..........................   S-50 
   Risks Relating to Costs of Compliance               
      with Applicable Laws and                         
      Regulations .............................   S-51 
   No Reunderwriting of the Mortgage                   
      Loans ...................................   S-51 
   Litigation Could Adversely Affect the               
      Mortgage Loans ..........................   S-51 
   Risks Related to Book-Entry                         
      Registration ............................   S-51 
   Risks of Inspections Related to                     
      Properties ..............................   S-52 
   Other Risks ................................   S-52 
DESCRIPTION OF THE MORTGAGE POOL ..............   S-53 
   General ....................................   S-53 
   Additional Debt ............................   S-54 

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                                                  PAGE 
                                                 ------
                                                       
   Significant Mortgage Loans .................. S-56  
   The Battlefield Mall Pooled                         
      Component ................................ S-56  
   The One Alliance Center Pooled                      
      Component ................................ S-58  
   International Paper Office .................. S-60  
   Deerfield Mall .............................. S-61  
   Shelbyville Road Plaza ...................... S-62  
   ARD Loans ................................... S-62  
   Certain Terms and Conditions of the                 
      Mortgage Loans ........................... S-63  
   Additional Mortgage Loan                            
      Information .............................. S-68  
   The Mortgage Loan Sellers ................... S-70  
   JPMorgan Chase Bank ......................... S-71  
   CIBC Inc. ................................... S-71  
   ABN AMRO BANK N.V. .......................... S-71  
   LaSalle Bank National Association ........... S-71  
   Underwriting Guidelines and                         
      Processes ................................ S-72  
   Representations and Warranties;                     
      Repurchases and Substitutions ............ S-74  
   Lockbox Accounts ............................ S-77  
DESCRIPTION OF THE CERTIFICATES ................ S-79  
   General ..................................... S-79  
   Paying Agent, Certificate Registrar and             
      Authenticating Agent ..................... S-81  
   Book-Entry Registration and Definitive              
      Certificates ............................. S-81  
   Distributions ............................... S-83  
   Allocation of Yield Maintenance                     
      Charges .................................. S-99  
   Assumed Final Distribution Date;                    
      Rated Final Distribution Date ............ S-99  
   Subordination; Allocation of Collateral             
      Support Deficit .......................... S-100 
   Advances .................................... S-103 
   Appraisal Reductions ........................ S-105 
   Reports to Certificateholders; Certain              
      Available Information .................... S-107 
   Voting Rights ............................... S-110 

                                                                [Download Table]

                                                  PAGE 
                                                 ------
                                                       
   Termination; Retirement of                          
      Certificates ............................. S-111 
   The Trustee ................................. S-112 
SERVICING OF THE MORTGAGE LOANS ................ S-113 
   General ..................................... S-113 
   The Directing Certificateholder and                 
      Component Loan Advisors .................. S-115 
   Limitation on Liability of Directing                
      Certificateholder and Component                  
      Loan Operating Advisors .................. S-117 
   The Master Servicer ......................... S-118 
   The Special Servicer ........................ S-119 
   Replacement of the Special Servicer ......... S-119 
   Servicing and Other Compensation                    
      and Payment of Expenses .................. S-119 
   Maintenance of Insurance .................... S-122 
   Modifications, Waiver and                           
      Amendments ............................... S-124 
   Realization Upon Defaulted Mortgage                 
      Loans .................................... S-125 
   Inspections; Collection of Operating                
      Information .............................. S-127 
   Certain Matters Regarding the Master                
      Servicer, the Special Servicer and the           
      Depositor ................................ S-128 
   Events of Default ........................... S-129 
   Rights Upon Event of Default ................ S-130 
   Amendment ................................... S-131 
YIELD AND MATURITY                                     
 CONSIDERATIONS ................................ S-133 
   Yield Considerations ........................ S-133 
   Weighted Average Life ....................... S-135 
CERTAIN FEDERAL INCOME TAX                             
 CONSEQUENCES ............................. .... S-140 
METHOD OF DISTRIBUTION ......................... S-141 
LEGAL MATTERS .................................. S-142 
RATINGS ........................................ S-142 
LEGAL INVESTMENT ............................... S-143 
ERISA CONSIDERATIONS ........................... S-143 
INDEX OF PRINCIPAL DEFINITIONS ................. S-146 

SCHEDULE I CLASS X REFERENCE RATES                                              

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

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

ANNEX B-1  ONE ALLIANCE CENTER LOAN AMORTIZATION SCHEDULE                       

ANNEX B-2  BATTLEFIELD MALL LOAN AMORTIZATION SCHEDULE                          

ANNEX C    STRUCTURAL AND COLLATERAL TERM SHEET                                 

ANNEX D    FORM OF REPORT TO CERTIFICATEHOLDERS                                 

S-4 

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SUMMARY OF CERTIFICATES 

                                                        [Enlarge/Download Table]

                 INITIAL CLASS                                                                                                     
                  CERTIFICATE                                   ASSUMED                        WEIGHTED    EXPECTED                
                   BALANCE OR    APPROXIMATE   PASS-THROUGH       FINAL            INITIAL      AVERAGE      RATINGS               
                    NOTIONAL        CREDIT         RATE        DISTRIBUTION     PASS-THROUGH      LIFE      (MOODY'S     PRINCIPAL 
     CLASS         AMOUNT(1)      SUPPORT(2)    DESCRIPTION      DATE(3)       RATE (APPROX.)  (YRS.)(4)   /FITCH)(5)    WINDOW(4) 
-------------- ---------------- ------------- -------------- ----------------- -------------- ----------- ------------ ------------
                                                                                                                                   
Offered                                                                                                                            
Certificates                                                                                                                       
       A-1     $  217,100,000     16.375%            Fixed   December 12, 2012         %         5.70         Aaa/AAA   09/03-12/12
       A-2     $  654,956,000     16.375%          Fixed(6)   August 12, 2013          %         9.78         Aaa/AAA   12/12-08/13
        B      $   31,284,000     13.375%          Fixed(6)   August 12, 2013          %        10.00         Aa2/AA    08/13-08/13
        C      $   32,588,000     10.250%          Fixed(6)   August 12, 2013          %        10.00          A2/A     08/13-08/13
        D      $   11,732,000      9.125%          Fixed(6)   August 12, 2013          %        10.00          A3/A-    08/13-08/13
Non-Offered                                                                                                                        
Certificates                                                                                                                       
       X-1     $1,042,817,449(7)      N/A         Variable(7)       N/A                %           N/A        Aaa/AAA       N/A    
       X-2     $  988,823,000(7)      N/A         Variable(7)       N/A                %           N/A        Aaa/AAA       N/A    
        E      $   14,339,000      7.750%         Variable(8)       N/A                %           N/A       Baa1/BBB+      N/A    
        F      $   10,428,000      6.750%         Variable(8)       N/A                %           N/A       Baa2/BBB       N/A    
        G      $   13,035,000      5.500%         Variable(8)       N/A                %           N/A       Baa3/BBB-      N/A    
        H      $   15,642,000      4.000%          Fixed(6)         N/A                %           N/A        Ba1/BB+       N/A    
        J      $    5,214,000      3.500%          Fixed(6)         N/A                %           N/A        Ba2/BB        N/A    
        K      $    7,821,000      2.750%          Fixed(6)         N/A                %           N/A        Ba3/BB-       N/A    
        L      $    5,215,000      2.250%          Fixed(6)         N/A                %           N/A         B1/B+        N/A    
        M      $    3,910,000      1.875%          Fixed(6)         N/A                %           N/A         B2/B         N/A    
        N      $    1,304,000      1.750%          Fixed(6)         N/A                %           N/A         B3/B-        N/A    
       NR      $   18,249,449         N/A          Fixed(6)         N/A                %           N/A         NR/NR        N/A    
      AC-1     $    1,997,760         N/A          Variable         N/A                %           N/A        Baa1/NR       N/A    
      AC-2     $    2,996,640         N/A          Variable         N/A                %           N/A        Baa2/NR       N/A    
      AC-3     $    2,996,640         N/A          Variable         N/A                %           N/A        Baa3/NR       N/A    
      BM-1     $    4,000,000         N/A          Variable         N/A                %           N/A        Aa3/NR        N/A    
      BM-2     $    6,500,000         N/A          Variable         N/A                %           N/A         A2/NR        N/A    
      BM-3     $    4,500,000         N/A          Variable         N/A                %           N/A         A3/NR        N/A    

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

(2)  The credit support percentages set forth for Class A-1 and Class A-2       
certificates are represented in the aggregate. The credit support     
  percentages do not include the Class AC-1, Class AC-2, Class AC-3, Class
BM-1, Class BM-2 and Class BM-3 certificates.                         

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

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

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

(6)  For any distribution date, if the weighted average of the net interest     
  rates on the mortgage loans (in the case of the One Alliance Center loan
     and the Battlefield Mall loan, the interest rate on their respective pooled
 components only) (in each case adjusted, if necessary, to accrue on the
     basis of a 360-day year consisting of twelve 30-day months) as of the first
  day of the related due period is less than the rate specified for any of
    the Class A-2, Class B, Class C, Class D, Class H, Class J, Class K, Class
L, Class M, Class N and Class NR certificates with respect to the     
distribution date, then the pass-through rate for that class of       
   certificates on that distribution date will equal the weighted average of
the net interest rates on the mortgage loans (in the case of the One  
  Alliance Center loan and the Battlefield Mall loan, the interest rate on
their respective pooled components only).                             

(7)  The aggregate interest accrual amount on the Class X-1 and Class X-2       
certificates will be calculated by reference to a                     

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     notional amount equal to the aggregate of the class balances of all or some
     of the other classes of certificates, as applicable. The pass-through rates
   on the Class X-1 and Class X-2 certificates will be based on the weighted
    average of the interest strip rates of the components of the Class X-1 and
Class X-2 certificates, which will be based on the net mortgage rates 
applicable to the mortgage loans as of the preceding distribution date
  minus the pass-through rates of such components. See "Description of the
Certificates--Distributions" in this prospectus supplement.           

(8)  The pass-through rate applicable to the Class E certificates on each       
     distribution date will be equal to the weighted average of the net interest
  rates on the mortgage loans (in the case of the One Alliance Center loan
     and the Battlefield Mall loan, the interest rate on their respective pooled
 components only) (in each case adjusted, if necessary, to accrue on the
 basis of a 360-day year consisting of twelve 30-day months) minus % per
     annum. The pass-through rate applicable to the Class F certificates on each
     distribution date will be equal to the weighted average of the net interest
  rates on the mortgage loans (in the case of the One Alliance Center loan
     and the Battlefield Mall loan, the interest rate on their respective pooled
 components only) (in each case adjusted, if necessary, to accrue on the
 basis of a 360-day year consisting of twelve 30-day months) minus % per
     annum. The pass-through rate applicable to the Class G certificates on each
     distribution date will be equal to the weighted average of the net interest
  rates on the mortgage loans (in the case of the One Alliance Center loan
     and the Battlefield Mall loan, the interest rate on their respective pooled
 components only) (in each case adjusted, if necessary, to accrue on the
basis of a 360-day year consisting of twelve 30-day months).          

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

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SUMMARY OF TERMS  

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

RELEVANT PARTIES AND DATES

Depositor.....................   J.P. Morgan Chase Commercial Mortgage          
                                Securities Corp., a wholly-owned subsidiary of
                         JPMorgan Chase Bank, a New York banking
                                corporation which is a wholly-owned subsidiary
                        of J.P. Morgan Chase & Co., a Delaware
                             corporation. The depositor's address is 270
                                Park Avenue, New York, New York 10017, and its
                              telephone number is (212) 834-9299. See "The
               Depositor" in the prospectus.

Mortgage Loan Sellers.........   JPMorgan Chase Bank, a New York banking        
                                 corporation, CIBC Inc., a Delaware corporation,
                                ABN AMRO Bank N.V., a bank organized under the
                           laws of the Netherlands, and LaSalle Bank
                          National Association, a national banking
                              association. For purposes of this prospectus
                       supplement ABN AMRO Bank N.V. will be
                            considered the mortgage loan seller of the
                               mortgage loan that will be transferred to the
                               depositor by Amsterdam Funding Corporation, a
                              commercial paper conduit administered by ABN
                       AMRO Bank N.V. That mortgage loan was
                               originated by ABN AMRO Bank N.V. and ABN AMRO
                             Bank N.V. will make the representations and
                             warranties to the depositor with respect to
                               that mortgage loan. JPMorgan Chase Bank is an
                            affiliate of the depositor and J.P. Morgan
                                Securities Inc., one of the underwriters. CIBC
                            Inc. is an affiliate of CIBC World Markets
                               Corp., one of the underwriters. ABN AMRO Bank
                                N.V. is an affiliate of ABN AMRO Incorporated,
                                one of the underwriters. LaSalle Bank National
                                 Association is also acting as the paying agent,
                                certificate registrar and authenticating agent
                               and is an affiliate of ABN AMRO Incorporated,
                              one of the underwriters. See "Description of
                               the Mortgage Pool--The Mortgage Loan Sellers"
                in this prospectus supplement.

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SELLERS OF THE MORTGAGE LOANS 

                                                                [Download Table]

                                                AGGREGATE                 
                                 NUMBER OF      PRINCIPAL     % OF INITIAL
                                  MORTGAGE     BALANCE OF         POOL    
             SELLER                LOANS     MORTGAGE LOANS     BALANCE   
------------------------------- ----------- ---------------- -------------
                                                                          
  JPMorgan Chase Bank .........      84     $  629,090,976        60.3%   
  CIBC Inc. ...................      34        309,494,658        29.7    
  ABN AMRO Bank N.V. ..........       1         61,930,576         5.9    
  LaSalle Bank National                                                   
  Association .................       9         42,301,239         4.1    
                                     --     --------------       -----    
  Total .......................     128     $1,042,817,449       100.0%   
                                    ===     ==============       =====    

Master Servicer...............   Wachovia Bank, National Association, a         
                          national banking association. The master
                               servicer's principal address is NC 1075, 8739
                                Research Drive URP4, Charlotte, North Carolina
                       28262. See "Servicing of the Mortgage
                                Loans--The Master Servicer" in this prospectus
supplement.   

Special Servicer..............   ARCap Servicing, Inc., a Delaware              
                               corporation. The special servicer's principal
                               address is 5605 N. MacArthur Boulevard, Suite
                                950, Irving, Texas 75038. The special servicer
                            may be removed without cause under certain
                            circumstances described in this prospectus
                            supplement. See "Servicing of the Mortgage
                                 Loans--The Special Servicer" in this prospectus
supplement.   

Trustee.......................   Wells Fargo Bank Minnesota, N.A., a national   
                                 banking association, with its principal offices
                        located in Minneapolis, Minnesota. The
                          corporate trust office of the trustee is
                               located at 9062 Old Annapolis Road, Columbia,
                              Maryland 21045-1951. See "Description of the
                               Certificates--The Trustee" in this prospectus
                           supplement. Following the transfer of the
                                mortgage loans into the trust, the trustee, on
                                behalf of the trust, will become the mortgagee
                     of record under each mortgage loan.

Paying Agent..................   LaSalle Bank National Association, a national  
                                 banking association, with its principal offices
                            located in Chicago, Illinois. LaSalle Bank
                           National Association will also act as the
                                 certificate registrar and authenticating agent.
                              The paying agent's address is 135 S. LaSalle
                              Street, Suite 1625, Chicago, Illinois 60603,
                          Attention: Asset-Backed Securities Trust
                              Services Group, JPMorgan 2003-CIBC6, and its
                             telephone number is (312) 904-9387. LaSalle
                              Bank National Association is also a mortgage
                            loan seller and an affiliate of one of the
                       underwriters. See "Description of the
                         Certificates--Paying Agent, Certificate
                             Registrar and Authenticating Agent" in this
        prospectus supplement.

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Cut-off Date..................   With respect to each mortgage loan, the        
                           related due date of such mortgage loan in
                                August 2003 or, with respect to those mortgage
                             loans that were originated in July 2003 and
                            have their first payment date in September
       2003, August 1, 2003.

Closing Date..................   On or about August 11, 2003.                   

Distribution Date.............   The 12th day of each month or, if the 12th     
                        day is not a business day, on the next
                                 succeeding business day, beginning in September
2003.         

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

Due Period....................   For any mortgage loan and any distribution     
                        date, the period commencing on the day
                            immediately following the due date for the
                                mortgage loan in the month preceding the month
                            in which that distribution date occurs and
                              ending on and including the due date for the
                          mortgage loan in the month in which that
                                 distribution date occurs. However, in the event
                       that the last day of a due period (or
                                 applicable grace period) is not a business day,
                                any periodic payments received with respect to
                                the mortgage loans relating to that due period
                                on the business day immediately following that
                               last day will be deemed to have been received
                                 during that due period and not during any other
due period.   

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

  OFFERED SECURITIES

General.......................   We are offering the following five classes of  
                               commercial mortgage pass-through certificates
               as part of Series 2003-CIBC6:

o   Class A-1 

o   Class A-2 

o   Class B   

o   Class C   

o   Class D   

                              Series 2003-CIBC6 will consist of a total of
                               25 classes, the following 20 of which are not
                       being offered through this prospectus
                             supplement and the accompanying prospectus:
                              Class E, Class F, Class G, Class H, Class J,
                               Class K, Class L, Class M, Class N, Class NR,
Class X-1,    

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                                Class X-2, Class AC-1, Class AC-2, Class AC-3,
                             Class BM-1, Class BM-2, Class BM-3, Class R
and Class LR. 

                         The Series 2003-CIBC6 certificates will
                             collectively represent beneficial ownership
                             interests in a trust created by J.P. Morgan
                                Chase Commercial Mortgage Securities Corp. The
                               trust's assets will primarily be 128 mortgage
                     loans secured by first liens on 143
                          commercial, multifamily and manufactured
                                housing community properties. The Class AC and
                           Class BM certificates will each represent
                             interests in one of the two components of a
                                related mortgage loan (the One Alliance Center
                     loan and the Battlefield Mall loan,
                             respectively), which components will not be
                           pooled with the other mortgage loans. The
                             other components of the One Alliance Center
                            loan and the Battlefield Mall loan will be
                           pooled with the other mortgage loans and,
                              together with the other mortgage loans, will
                         back the other classes of certificates.

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

                                                                [Download Table]
                                 
Class A-1 .........  $217,100,000
Class A-2 .........  $654,956,000
Class B ...........  $ 31,284,000
Class C ...........  $ 32,588,000
Class D ...........  $ 11,732,000

PASS-THROUGH RATES                                                              

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

                                                                [Download Table]
                           
Class A-1 .........    %   
Class A-2 .........    %(1)
Class B ...........    %(1)
Class C ...........    %(1)
Class D ...........    %(1)

----------    
                              (1)   Subject to a maximum pass-through rate
                                      equal to the weighted average of the net
                                      interest rates on the mortgage loans (in
                                      the case of the One Alliance Center loan
                                and the Battlefield Mall loan, the
                                      interest rate on their respective pooled
                                      components only) (in each case adjusted,
                                     if necessary, to accrue on the basis of
                                 a 360-day year consisting of twelve
             30-day months).

B. Interest Rate Calculation                                                    
Convention.................   Interest on your certificates will be       
                               calculated based on a 360-day year consisting
                               of twelve 30-day months, or a "30/360 basis."
                              For purposes of calculating the pass-through
                               rates on the Class A-2, Class X-1, Class X-2,
                               Class B, Class C and Class D certificates and
                          certain other classes of the non-offered
            certificates, the mortgage

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                          loan interest rates will not reflect any
                          default interest rate, any rate increase
                                occurring after an anticipated repayment date,
                              any loan term modifications agreed to by the
                       special servicer or any modifications
                           resulting from a borrower's bankruptcy or
                        insolvency. 126 of the mortgage loans,
                         representing approximately 99.0% of the
                            aggregate principal balance of the pool of
                               mortgage loans as of the cut-off date, accrue
                             interest based on the actual number of days
                                elapsed in a month assuming a 360-day year, or
                              an "actual/360 basis," and 2 mortgage loans,
                        representing approximately 1.0% of the
                            aggregate principal balance of the pool of
                               mortgage loans as of the cut-off date, accrue
                             interest on a 30/360-basis. For purposes of
                           calculating the pass-through rates on the
                          certificates, the interest rate for each
                           mortgage loan that accrues interest on an
                           actual/360 basis will be recalculated, if
                                necessary, so that the amount of interest that
                                would accrue at that recalculated rate in that
                           month, calculated on a 30/360 basis, will
                               equal the amount of interest that is required
                          to be paid on that mortgage loan in that
                          month, subject to certain adjustments as
                  described in "Description of the
                           Certificates--Distributions--Pass-Through
                           Rates" in this prospectus supplement. See
     "Description of the
                           Certificates--Distributions--Pass-Through
                Rates" and "Description of the
                       Certificates--Distributions--Interest
                         Distribution Amount" in this prospectus
supplement.   

DISTRIBUTIONS                                                                   

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

                           First/Class A-1, Class A-2, Class X-1 and
                              Class X-2 certificates: To interest on Class
                         A-1, Class A-2, Class X-1 and Class X-2
                            certificates, pro rata, in accordance with
              their interest entitlements.

                              Second/Class A-1 and Class A-2 certificates:
                                To the extent of funds allocated to principal,
                         to principal on Class A-1 and Class A-2
                               certificates, in sequential order, until each
                               of those classes has been reduced to zero. If
                           the certificate balance of each and every
                                class of certificates other than Class A-1 and
                            Class A-2 certificates has been reduced to
                            zero, funds available for distributions of
                                principal will be distributed to Class A-1 and
                               Class A-2 certificates, pro rata, rather than
sequentially. 

                                Third/Class A-1 and Class A-2 certificates: To
                   reimburse Class A-1 and Class A-2
                 certificates, pro rata, for any

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                                previously unreimbursed losses on the mortgage
                        loans allocable to principal that were
                    previously borne by those classes.

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

                            Fifth/Class C certificates: To the Class C
                           certificates in a manner analogous to the
                              Class B certificates allocations of priority
Fourth above. 

                            Sixth/Class D certificates: To the Class D
                           certificates in a manner analogous to the
                              Class B certificates allocations of priority
Fourth above. 

                              Seventh/Non-offered certificates (other than
                               the Class X-1 and Class X-2 certificates): In
                                the amounts and order of priority described in
     "Description of the
                                Certificates--Distributions--Priority" in this
        prospectus supplement.

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

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

C. Yield Maintenance Charges...  Yield maintenance charges with respect to the  
                         mortgage loans will be allocated to the
                              certificates as described in "Description of
                       the Certificates--Allocation of Yield
                         Maintenance Charges" in this prospectus
supplement.   

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

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D. General....................   The chart below describes the manner in which  
                               the payment rights of certain classes will be
                               senior or subordinate, as the case may be, to
                                the payment rights of other classes. The chart
                                shows the entitlement to receive principal and
                              interest (other than excess interest) on any
                       distribution date in descending order
                                 (beginning with the Class A-1, Class A-2, Class
                                X-1 and Class X-2 certificates). It also shows
                              the manner in which mortgage loan losses are
                              allocated in ascending order (beginning with
                               the other classes of certificates (other than
                                 the Class R and Class LR certificates) that are
                      not being offered by this prospectus
                           supplement); provided, that mortgage loan
                          losses will not be allocated to Class AC
                              certificates or Class BM certificates (other
                               than mortgage loan losses on the One Alliance
                            Center loan and the Battlefield Mall loan,
                    respectively), Class R or Class LR
                             certificates. Mortgage loan losses that are
                                 realized on the One Alliance Center loan or the
                                Battlefield Mall loan will be allocated to the
                                 classes of Class AC certificates, to the extent
                            of the certificate balance of the Class AC
                                 certificates, and Class BM certificates, to the
                                extent of the certificate balance of the Class
                             BM certificates, respectively, before being
                               allocated to any other class of certificates.
                             Additionally, no principal payments or loan
                                losses will be allocated to the Class R, Class
                          LR, Class X-1 or Class X-2 certificates,
                                 although principal payments and loan losses may
                              reduce the notional amounts of the Class X-1
                                and Class X-2 certificates and, therefore, the
                 amount of interest they accrue.

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                           [GRAPHIC OMITTED]

                                 Class A-1, Class A-2, Class X-1* and Class X-2*

                         Class B

                         Class C

                         Class D

                         Non-offered
                             certificates **

----------    
                                *     The Class X-1 and Class X-2 certificates
                             are interest-only certificates.

                              **    Other than the Class X-1 and Class X-2
                                     certificates. The Class AC and Class BM
                                      certificates will be subordinate only to
                                      the offered certificates with respect to
                                     payments and other collections received
                                     on the One Alliance Center loan and the
                                  Battlefield Mall loan, respectively.

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

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

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

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

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                              certificates, on a pro rata basis, to reduce
                       the amount of interest payable on the
                       certificates. See "Description of the
                                Certificates--Distributions--Priority" in this
        prospectus supplement.

ADVANCES                                                                        

A. P&I Advances...............   The master servicer is required to advance     
                            delinquent periodic mortgage loan payments
                          (including mortgage loan payments on the
                                components of the One Alliance Center loan and
                               the Battlefield Mall loan that are not pooled
                                 with the other mortgage loans) if it determines
                           that the advance will be recoverable. The
                                 master servicer will not be required to advance
                                (i) balloon payments due at maturity in excess
                                of the regular periodic payment, (ii) interest
                                 in excess of a mortgage loan's regular interest
                              rate or (iii) yield maintenance charges. The
                               amount of the interest portion of any advance
                                 will be subject to reduction to the extent that
                                an appraisal reduction of the related mortgage
                            loan has occurred. See "Description of the
                            Certificates--Advances" in this prospectus
                                 supplement. There may be other circumstances in
                                which the master servicer will not be required
                               to advance one full month of principal and/or
                                interest. If the master servicer fails to make
                         a required advance, the trustee will be
                           required to make the advance. None of the
                              master servicer, the special servicer or the
                        trustee is required to advance amounts
                       determined to be non-recoverable. See
                                "Description of the Certificates--Advances" in
                            this prospectus supplement. If an interest
                               advance is made, the master servicer will not
                                 advance its servicing fee, but will advance the
trustee's fee.

B. Property                                                                     
Protection Advances.........  The master servicer may be required, and the
                            special servicer may be permitted, to make
                               advances to pay delinquent real estate taxes,
                               assessments and hazard insurance premiums and
                               similar expenses necessary to (i) protect and
                               maintain the related mortgaged property, (ii)
                            maintain the lien on the related mortgaged
                                property or (iii) enforce the related mortgage
                                 loan documents. If the master servicer fails to
                           make a required advance of this type, the
                                trustee is required to make this advance. None
                                 of the master servicer, the special servicer or
                            the trustee is required to advance amounts
                       determined to be non-recoverable. See
                                "Description of the Certificates--Advances" in
             this prospectus supplement.

C. Interest on Advances.......   The master servicer, the special servicer and  
                                 the trustee, as applicable, will be entitled to
                                 interest on the above described advances at the
                              "Prime Rate" as published in The Wall Street
                         Journal as described in this prospectus

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                             supplement. Interest accrued on outstanding
                              advances may result in reductions in amounts
                                otherwise payable on the certificates. Neither
                             the master servicer nor the trustee will be
                            entitled to interest on advances made with
                            respect to principal and interest due on a
                              mortgage loan until the related due date has
                                passed and any grace period applicable to such
                                mortgage loan has expired. See "Description of
                 the Certificates--Advances" and
                            "--Subordination; Allocation of Collateral
                                Support Deficit" in this prospectus supplement
                                and "Description of the Certificates--Advances
                               in Respect of Delinquencies" and "Description
                                 of the Pooling Agreements--Certificate Account"
    in the prospectus.

THE MORTGAGE LOANS                                                              

The Mortgage Pool.............   The trust's primary assets will be 128 fixed   
                               rate mortgage loans, each evidenced by one or
                        more promissory notes secured by first
                               mortgages, deeds of trust or similar security
                                instruments on the fee and/or leasehold estate
                            of the related borrower in 143 commercial,
                                multifamily and manufactured housing community
properties.   

                        The aggregate principal balance of the
                                Battlefield Mall loan (including the component
                            that is not pooled with the other mortgage
                       loans) as of the cut-off date will be
                            approximately $100,000,000. The non-pooled
                                component of this mortgage loan is represented
                             by the Class BM certificates, which are not
                              being offered by this prospectus supplement.
                                Only the pooled component (with an outstanding
                             principal balance as of the cut-off date of
                             approximately $85,000,000) of this mortgage
                         loan will be represented by the offered
                                certificates. See "Description of the Mortgage
                       Pool--Significant Mortgage Loans--The
                            Battlefield Mall Pooled Component" in this
                          prospectus supplement. All principal and
                              interest collections on the Battlefield Mall
                               loan will be distributed as described in this
                                prospectus supplement and as more particularly
                        described in the pooling and servicing
agreement.    

                            The aggregate principal balance of the One
                               Alliance Center loan (including the component
                            that is not pooled with the other mortgage
                       loans) as of the cut-off date will be
                           approximately $69,921,618. The non-pooled
                                component of this mortgage loan is represented
                             by the Class AC certificates, which are not
                              being offered by this prospectus supplement.
                                Only the pooled component (with an outstanding
                             principal balance as of the cut-off date of
                             approximately $61,930,576) of this mortgage
                         loan will be represented by the offered
                                certificates. See "Description of the Mortgage
                           Pool--Significant Mortgage Loans--The One
        Alliance Center Pooled

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                               Component" in this prospectus supplement. All
                               principal and interest collections on the One
                             Alliance Center loan will be distributed as
                                described in this prospectus supplement and as
                                more particularly described in the pooling and
      servicing agreement.

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

                                For purposes of the statistical information in
                              this prospectus supplement, unless otherwise
                                noted, all numbers and statistical information
                               include only the pooled components of the One
                               Alliance Center loan and the Battlefield Mall
                       loan. Generally, the exclusion of the
                           non-pooled components of the One Alliance
                               Center loan and the Battlefield Mall loan (1)
                           decreases the loan-to-value ratio of, (2)
                               increases the debt service coverage ratio of,
                         and (3) decreases the percentage of the
                             aggregate principal balance of the mortgage
                              loans represented by the One Alliance Center
                              loan and the Battlefield Mall loan indicated
                               in such statistical information, because that
                         information is based only on the pooled
                                components of the One Alliance Center loan and
                              the Battlefield Mall loan. References to the
                           original principal balances of the pooled
                                components of the One Alliance Center loan and
                             the Battlefield Mall loan are references to
                            the principal balances of the One Alliance
                            Center loan and the Battlefield Mall loan,
                      respectively, as of their respective
                                origination dates, less the principal balances
                              of their respective non-pooled components as
 of those dates.

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

CUT-OFF DATE MORTGAGE LOAN CHARACTERISTICS  

                                                        [Enlarge/Download Table]
                                                                                                  
Aggregate outstanding principal balance(1) ..............................           $1,042,817,449
Number of mortgage loans ................................................                      128
Number of mortgaged properties ..........................................                      143
Number of crossed loan pools ............................................                        2
Crossed loan pools as a percentage of the aggregate outstanding                                   
 principal balance ......................................................                     2.5%
Range of mortgage loan principal balances ...............................  $899,055 to $85,000,000
Average mortgage loan principal balance .................................               $8,147,011
Range of mortgage rates .................................................       4.5317% to 7.4200%
Weighted average mortgage rate ..........................................                  5.5998%
Range of original terms to maturity(2) ..................................  60 months to 240 months
Weighted average original term to maturity(2) ...........................               129 months
Range of remaining terms to maturity(2) .................................  57 months to 240 months
Weighted average remaining term to maturity(2) ..........................               126 months
Range of original amortization terms(3) ................................. 120 months to 360 months
Weighted average original amortization term(3) ..........................               339 months
Range of remaining amortization terms(3) ................................ 118 months to 360 months
Weighted average remaining amortization term(3) .........................               337 months
Range of loan-to-value ratios(6) ........................................            6.5% to 80.0%
Weighted average loan-to-value ratio(6) .................................                    70.6%
Range of loan-to-value ratios as of the maturity date(2)(4)(6) ..........            6.5% to 72.0%
Weighted average loan-to-value ratio as of the maturity date(2)(4)(6) ...                    57.8%
Range of debt service coverage ratios(6)(7) .............................          1.20x to 19.64x
Weighted average debt service coverage ratio(6)(7) ......................                    1.64x
Percentage of aggregate outstanding principal balance consisting of:                              
 Balloon mortgage loans(5) ..............................................                    57.6%
 Anticipated repayment dates mortgage loans .............................                    24.4%
 Fully amortizing mortgage loans ........................................                     6.1%
 Partial Interest-only mortgage loans ...................................                    11.7%
 Interest-only mortgage loans ...........................................                     0.2%

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

(2)  In the case of 19 mortgage loans, as of the anticipated repayment date.    

(3)  Excludes the mortgage loan that pays interest-only for its term.           

(4)  Excludes the fully amortizing mortgage loans.                              

(5)  Excludes the mortgage loans with an anticipated repayment date and/or a    
full or partial interest-only period.                                 

(6)  The loan-to-value ratios and debt service coverage ratios for the 1        
   mortgage loan, representing approximately 0.2% of the aggregate principal
    balance of the pool of mortgage loans as of the cut-off date, secured by a
    residential cooperative are based on projected net operating income at the
   mortgaged property assuming that the mortgaged property was operated as a
rental property with rents set at prevailing market rates, taking into
account the presence of, if any, existing rent-controlled or          
  rent-stabilized occupants, reduced by underwritten capital expenditures,
     property operating expenses, a market-rate vacancy assumption and projected
 reserves. It was assumed that 100% of the cooperative property would be
available for lease.                                                  

(7)  Excludes the 1 mortgage loan, representing approximately 0.3% of the       
     aggregate principal balance of the pool of mortgage loans as of the cut-off
date that is a credit tenant lease (CTL) loan.                        

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                             The mortgage loans accrue interest based on
            the following conventions:

INTEREST ACCRUAL BASIS

                                                                [Download Table]

                                            AGGREGATE                  
                                            PRINCIPAL                  
                             NUMBER OF      BALANCE OF                 
                              MORTGAGE       MORTGAGE      % OF INITIAL
   INTEREST ACCRUAL BASIS      LOANS          LOANS        POOL BALANCE
--------------------------- ----------- ----------------- -------------
                                                                       
  Actual/360 ..............     126      $1,032,821,539        99.0%   
  30/360 ..................       2           9,995,911         1.0%   
                                ---      --------------       -----    
  Total ...................     128      $1,042,817,449       100.0%   
                                ===      ==============       =====    

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

                               19 mortgage loans, representing approximately
                             24.4% of the aggregate principal balance of
                              the pool of mortgage loans as of the cut-off
                              date, provide for an increase in the related
                         interest rate after a certain date, the
                          anticipated repayment date. The interest
                         accrued in excess of the original rate,
                            together with any interest on that accrued
                            interest, will be deferred and will not be
                         paid until the principal balance of the
                               related mortgage loan has been paid, at which
                             time such deferred interest will be paid to
                               the Class NR certificates. In addition, after
                              the anticipated repayment date, cash flow in
                              excess of that required for debt service and
                               certain budgeted expenses with respect to the
                            related mortgaged property will be applied
                           towards the payment of principal (without
                               payment of a yield maintenance charge) of the
                           related mortgage loan until its principal
                     balance has been reduced to zero. A
                        substantial principal payment would be
                             required to pay off these mortgage loans on
                        their anticipated repayment dates. The
                             amortization terms for these mortgage loans
                              are significantly longer than the periods up
                            to the related mortgage loans' anticipated
  repayment dates.

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

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

OVERVIEW OF PREPAYMENT PROTECTION 

                                                                [Download Table]

                                        AGGREGATE                  
                                        PRINCIPAL                  
                         NUMBER OF      BALANCE OF     % OF INITIAL
                          MORTGAGE       MORTGAGE          POOL    
 PREPAYMENT PROTECTION     LOANS          LOANS          BALANCE   
----------------------- ----------- ----------------- -------------
                                                                   
  Lockout with                                                     
    defeasance ........     122      $1,008,640,340        96.7%   
  Lockout period                                                   
    followed by yield                                              
    maintenance .......       6          34,177,110         3.3    
  Total ...............     128      $1,042,817,449       100.0%   
                            ===      ==============       =====    

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

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

PREPAYMENT OPEN PERIODS 

                                                                [Download Table]

                                       AGGREGATE                 
                        NUMBER OF      PRINCIPAL     % OF INITIAL
                         MORTGAGE     BALANCE OF         POOL    
 OPEN PERIOD (MONTHS)     LOANS     MORTGAGE LOANS     BALANCE   
---------------------- ----------- ---------------- -------------
                                                                 
  1 ..................       1     $   18,165,040         1.7%   
  2 ..................       2         64,721,281         6.2    
  3 ..................      11         31,737,274         3.0    
  4 ..................      96        800,778,119        76.8    
  6 ..................       1          5,375,685         0.5    
  7 ..................       3         15,395,178         1.5    
  10 .................       1         34,969,442         3.4    
  13 .................       6         16,453,372         1.6    
  25 .................       7         55,222,058         5.3    
  Total ..............     128     $1,042,817,449       100.0%   
                           ===     ==============       =====    

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

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CURRENT USES OF THE MORTGAGED PROPERTIES(1) 

                                                                [Download Table]

                                          AGGREGATE                 
                           NUMBER OF      PRINCIPAL     % OF INITIAL
                           MORTGAGED     BALANCE OF         POOL    
       CURRENT USE        PROPERTIES   MORTGAGE LOANS     BALANCE   
------------------------ ------------ ---------------- -------------
                                                                    
  Retail ...............       60     $  457,843,713        43.9%   
  Office ...............       29        319,379,925        30.6    
  Industrial ...........       15        101,603,431         9.7    
  Multifamily ..........       14         80,793,374         7.7    
  Manufactured Housing                                              
    Community ..........       20         71,318,635         6.8    
  Self Storage .........        4          8,085,293         0.8    
  Mixed Use ............        1          3,793,079         0.4    
  Total ................      143     $1,042,817,449         100%   
                              ===     ==============        ====    

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

                            The mortgaged properties are located in 31
                              states. The following table lists the states
                        which have concentrations of mortgaged
      properties above 5%:

GEOGRAPHIC DISTRIBUTION(1)

                                                                [Download Table]

                                          AGGREGATE                 
                           NUMBER OF      PRINCIPAL     % OF INITIAL
                           MORTGAGED     BALANCE OF         POOL    
          STATE           PROPERTIES   MORTGAGE LOANS     BALANCE   
------------------------ ------------ ---------------- -------------
                                                                    
  California ...........       30     $  152,624,381        14.6%   
  New York .............        9        103,442,075         9.9    
  Georgia ..............        5         96,563,469         9.3    
  Missouri .............        1         85,000,000         8.2    
  New Jersey ...........        9         66,257,462         6.4    
  Pennsylvania .........        6         60,798,558         5.8    
  Texas ................       16         58,777,077         5.6    
  Other ................       67        419,354,428        40.2    
  Total ................      143     $1,042,817,449       100.0%   
                              ===     ==============       =====    

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

ADDITIONAL ASPECTS OF CERTIFICATES  

Denominations.................   The offered certificates will be offered in    
                          minimum denominations of $10,000 initial
                               certificate balance. Investments in excess of
                          the minimum denominations may be made in
  multiples of $1.

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

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

                          We may elect to terminate the book-entry
                          system through DTC, Clearstream Banking,
                             societe anonyme or Euroclear Bank S.A./N.V.
                           with respect to all or any portion of any
                    class of the offered certificates.

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

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

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

          o   Bloomberg, L.P.; and

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

                         In addition, certain information may be
                                available via the master servicer's website at
                         www.wachovia.com. See "Servicing of the
                              Mortgage Loans--The Master Servicer" in this
        prospectus supplement.

Optional Termination..........   On any distribution date on which the          
                            aggregate principal balance of the pool of
                               mortgage loans remaining in the trust is less
                               than 1% of the aggregate principal balance of
                              the mortgage loans (including the non-pooled
                                components of the One Alliance Center loan and
                              the Battlefield Mall loan) as of the cut-off
                          date, certain entities specified in this
                               prospectus supplement will have the option to
                              purchase all of the remaining mortgage loans
            (and all property acquired

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                                through exercise of remedies in respect of any
                               mortgage loan) at the price specified in this
                                prospectus supplement. Exercise of this option
                              will terminate the trust and retire the then
           outstanding certificates.

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

Tax Status....................   Elections will be made to treat a portion of   
                              the trust (exclusive of the interest that is
                               deferred after the anticipated repayment date
                             on the mortgage loans that have anticipated
                              repayment dates and the related distribution
                              account for this deferred interest) as three
                           separate REMICs -- a lower-tier REMIC, an
                                upper-tier REMIC and a loan REMIC (relating to
                      the One Alliance Center loan and the
                              Battlefield Mall loan) -- for federal income
                        tax purposes. The portion of the trust
                              representing the deferred interest described
                              above will be treated as a grantor trust for
                                federal income tax purposes. In the opinion of
                                counsel, the portions of the trust referred to
                        above will qualify for this treatment.

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

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

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

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

                                 o   One or more classes of offered certificates
                                     may be issued with original issue discount.

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

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

Legal Investment..............   The offered certificates will not constitute   
                               "mortgage related securities" for purposes of
                               the Secondary Mortgage Market Enhancement Act
                         of 1984, as amended. If your investment
           activities are subject to

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                        legal investment laws and regulations,
                               regulatory capital requirements, or review by
                         regulatory authorities, then you may be
                              subject to restrictions on investment in the
                               offered certificates. You should consult your
                      own legal advisors for assistance in
                    determining the suitability of and
                      consequences to you of the purchase,
                    ownership, and sale of the offered
certificates. 

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

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

                                                                [Download Table]

                        MOODY'S     FITCH
                       ---------   ------
                                         
Class A-1 ..........   Aaa            AAA
Class A-2 ..........   Aaa            AAA
Class B ............   Aa2             AA
Class C ............   A2               A
Class D ............   A3              A-

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

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

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RISK FACTORS  

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

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

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

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

GEOGRAPHIC CONCENTRATION ENTAILS RISKS                                          

  Mortgaged properties located in California, New York, Georgia, Missouri,
New Jersey, Pennsylvania, Texas, Florida and Tennessee secure mortgage loans    
representing approximately 14.6%, 9.9%, 9.3%, 8.2%, 6.4%, 5.8%, 5.6%, 5.3% and  
5.0%, respectively, by allocated loan amount of the aggregate principal balance 
of the pool of mortgage loans as of the cut-off date. With respect to the       
mortgaged properties located in California, 23 of the mortgaged properties      
representing approximately 10.9% of the aggregate principal balance of the pool 
of mortgage loans as of the cut-off date are in southern California, and 7 of   
the mortgaged properties representing approximately 3.7% of the aggregate       
principal balance of the pool of mortgage loans as of the cut-off date are in   
northern California. For purposes of determining whether a mortgaged property   
is in northern California or southern California, mortgaged properties located  
north of San Luis Obispo County, Kern County and San Bernardino County are      
included in northern California and mortgaged properties located in or south of 
such counties are included in southern California. Concentrations of mortgaged  
properties in geographic areas may increase the risk that adverse economic or   
other developments or natural disasters affecting a particular region of the    
country could increase the frequency and severity of losses on mortgage loans   
secured by those properties. In recent periods, several regions of the United   
States have experienced significant real estate downturns. Regional economic    
declines or conditions in regional real estate markets could adversely affect   
the income from, and market value of, the mortgaged properties. Other regional  
factors -- e.g., earthquakes, floods, forest fires or hurricanes or changes in  
governmental rules or fiscal policies -- also may adversely affect the          
mortgaged properties. For example, mortgaged properties located in California   
may be more susceptible to certain hazards (such as earthquakes) than mortgaged 
properties in other parts of the country.                                       

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

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

With respect to shopping patterns, the terrorist attacks have         
significantly reduced air travel throughout the United States and, therefore,   
have had a negative effect on revenues in areas                                 

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heavily dependent on tourism. The decrease in air travel may have a negative    
effect on certain of the mortgaged properties located in areas heavily          
dependent on tourism which could reduce the ability of the affected mortgaged   
properties to generate cash flow.                                               

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

RISKS RELATING TO LOAN CONCENTRATIONS                                           

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

  o The largest mortgage loan represents approximately 8.2% of the aggregate
   principal balance of the pool of mortgage loans as of the cut-off date.
 See "Description of the Mortgage Pool--Significant Mortgage Loans" in
this prospectus supplement.                                         

o The 3 largest mortgage loans (treating as a single mortgage loan all  
    mortgage loans that are cross-collateralized with each other) represent,
    in the aggregate, approximately 17.5% of the aggregate principal balance
of the pool of mortgage loans as of the cut-off date.               

o The 10 largest mortgage loans (treating as a single mortgage loan all 
   mortgage loans that are cross-collateralized with each other) represent
    in the aggregate, approximately 35.0% of the aggregate principal balance
of the pool of mortgage loans as of the cut-off date.               

Each of the other mortgage loans represents no more than 1.9% of the  
aggregate principal balance of the pool of mortgage loans as of the cut-off     
date.                                                                           

 A concentration of mortgaged property types can pose increased risks. A
concentration of mortgage loans secured by the same types of mortgaged property 
can increase the risk that a decline in a particular industry or business would 
have a disproportionately large impact on the pool of mortgage loans. In that   
regard, the following table lists the property type concentrations in excess of 
5% of the aggregate principal balance of the pool of mortgage loans as of the   
cut-off date:                                                                   

PROPERTY TYPE CONCENTRATIONS GREATER THAN 5%(1) 

                                                        [Enlarge/Download Table]

                                                                      AGGREGATE                   
                                                                  PRINCIPAL BALANCE               
                                           NUMBER OF MORTGAGED       OF MORTGAGE      % OF INITIAL
              PROPERTY TYPE                     PROPERTIES              LOANS         POOL BALANCE
----------------------------------------  ---------------------  ------------------  -------------
                                                                                                  
Retail .................................            60           $  457,843,713           43.9%   
Office .................................            29              319,379,925           30.6    
Industrial .............................            15              101,603,431            9.7    
Multifamily ............................            14               80,793,374            7.7    
Manufactured Housing Community .........            20               71,318,635            6.8    
Other ..................................             5               11,878,372            1.2    
                                                    --           --------------          -----    
Total ..................................           143           $1,042,817,449          100.0%   
                                                   ===           ==============          =====    

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

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

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 o 9 groups of mortgage loans have borrowers related to each other, but no
   group of mortgage loans having borrowers that are related to each other
    represents more than 3.7% of the aggregate principal balance of the pool
of mortgage loans as of the cut-off date.                           

o 2 groups of mortgage loans, comprised of 7 mortgage loans that are    
  cross-collateralized and cross-defaulted, represent, in the aggregate,
approximately 2.5% of the aggregate principal balance of the pool of
 mortgage loans as of the cut-off date, but no group of mortgage loans
that are cross-collateralized and cross-defaulted represents, in the
    aggregate, more than 1.6% of the aggregate principal balance of the pool
of mortgage loans as of the cut-off date. See "--Risks Relating to  
Enforceability of Cross-Collateralization" below.                   

o 6 mortgage loans, representing approximately 4.8% of the aggregate    
   principal balance of the pool of mortgage loans as of the cut-off date,
are secured by more than one mortgaged property.                    

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

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

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

Except as described below, the terms of the mortgage loans generally  
require that the borrowers covenant to be single-purpose entities, although in  
many cases the borrowers are not required to observe all covenants and          
conditions which typically are required in order for them to be viewed under    
standard rating agency criteria as "special purpose entities." In general, the  
borrowers' organizational documents or the terms of the mortgage loans limit    
their activities to the ownership of only the related mortgaged property or     
properties and limit the borrowers' ability to incur additional indebtedness.   
These provisions are designed to mitigate the possibility that the borrowers'   
financial condition would be adversely impacted by factors unrelated to the     
mortgaged properties and the mortgage loans in the pool. However, we cannot     
assure you that the related borrowers will comply with these requirements. The  
borrowers with respect to 5 of the mortgage loans, representing approximately   
1.3% of the aggregate principal balance of the pool of mortgage loans as of the 
cut-off date, are not required to be single-purpose entities. See "Certain      
Legal Aspects of Mortgage Loans--Bankruptcy Laws" in the prospectus.            

RISKS RELATING TO ENFORCEABILITY OF CROSS-COLLATERALIZATION                     

As described above and on Annex A-1 to this prospectus supplement, 2  
groups comprised of 7 mortgage loans representing approximately 2.5% of the     
aggregate principal balance of the pool of mortgage loans as of the cut-off     
date, are cross-collateralized and cross-defaulted, 1 such group represents     
approximately 1.6% of the aggregate principal balance of the pool of mortgage   
loans as of the cut-off date. Cross-collateralization arrangements involving    
more than one borrower could be challenged as fraudulent conveyances by         
creditors of the related borrower in an action brought outside a bankruptcy     
case or, if the borrower were to become a debtor in a bankruptcy case, by the   
borrower's representative.                                                      

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

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

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

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

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

o recover payments made under that mortgage loan; or                    

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

THE BORROWER'S FORM OF ENTITY MAY CAUSE SPECIAL RISKS                           

    Most of the borrowers are legal entities rather than individuals. Mortgage
loans made to legal entities may entail risks of loss greater than those of     
mortgage loans made to individuals. For example, a legal entity, as opposed to  
an individual, may be more inclined to seek legal protection from its creditors 
under the bankruptcy laws. Unlike individuals involved in bankruptcies, most of 
the entities generally do not have personal assets and creditworthiness at      
stake. The terms of the mortgage loans generally require that the borrowers     
covenant to be single-purpose entities, although in many cases the borrowers    
are not required to observe all covenants and conditions which typically are    
required in order for them to be viewed under standard rating agency criteria   
as "special purpose entities." In general, borrowers' organizational documents  
or the terms of the mortgage loans limit their activities to the ownership of   
only the related mortgaged property or properties and limit the borrowers'      
ability to incur additional indebtedness. These provisions are designed to      
mitigate the possibility that the borrowers' financial condition would be       
adversely impacted by factors unrelated to the mortgaged property and the       
mortgage loan in the pool. However, we cannot assure you that the related       
borrowers will comply with these requirements. The bankruptcy of a borrower, or 
a general partner or managing member of a borrower, may impair the ability of   
the lender to enforce its rights and remedies under the related mortgage.       
Borrowers that are not special purpose entities structured to limit the         
possibility of becoming insolvent or bankrupt, may be more likely to become     
insolvent or the subject of a voluntary or involuntary bankruptcy proceeding    
because such borrowers may be:                                                  

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

o individuals that have personal liabilities unrelated to the property. 

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

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

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   With respect to a number of mortgage loans, the related borrowers own the
related mortgaged property as tenants in common. As a result, if a borrower     
exercises its right of partition, the related mortgage loan may be subject to   
prepayment. The bankruptcy, dissolution or action for partition by one or more  
of the tenants in common could result in an early repayment of the related      
mortgage loan, significant delay in recovery against the tenant in common       
borrowers (because each time a tenant-in-common borrower files for bankruptcy,  
the bankruptcy court stay will be reinstated), a material impairment in         
property management and a substantial decrease in the amount recoverable upon   
the related mortgage loan. Not all tenants-in-common for all pooled mortgage    
loans are special purpose entities.                                             

ABILITY TO INCUR OTHER BORROWINGS ENTAILS RISK                                  

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

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

In this regard, the mortgage loans generally prohibit borrowers from  
incurring any additional debt secured by their mortgaged property without the   
consent of the lender. However, 3 mortgage loans representing approximately     
1.3% of the aggregate principal balance of the pool of mortgage loans as of the 
cut-off date, are senior loans in a split loan structure with companion loans.  
Each pair of senior and companion loans is secured by a single mortgage         
instrument on the related mortgaged property. The companion loans will not be   
included as assets of the trust fund. However, the companion loans will be      
serviced under the pooling and servicing agreement, subject to the related      
intercreditor agreements. The holder of each companion loan will also have      
certain rights with respect to the related senior loan and the related          
mortgaged property, including the right, under certain conditions, to consent   
to, or provide advice with respect to, certain actions proposed to be taken by  
the special servicer with respect to the related mortgaged property, make cure  
payments on the related senior loan or purchase the related senior loan if the  
senior loan is in default. In exercising such rights, the holder of such        
companion loan does not have any obligation to consider the interests of, or    
impact on, the trust or the certificates. See "Description of the Mortgage      
Pool--Additional Debt" in this prospectus supplement.                           

   Although the companion loans related to the 3 mortgage loans with related
companion loans are not assets of the trust fund, the related borrowers are     
still obligated to make interest and principal payments on the companion loans. 
As a result, the trust fund is subject to additional risks, including:          

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

  o the risk that it may be more difficult for the borrower to refinance the
  mortgage loan or to sell the mortgaged property for purposes of making
    any balloon payment on the entire balance of both the senior obligations
   and the subordinate obligations upon the maturity of the mortgage loan.

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

In addition, the mortgage loan sellers have informed us that they are 
aware of certain permitted existing secured debt. In addition, substantially    
all of the mortgage loans permit the related borrower to incur limited          
indebtedness in the ordinary course of business that is not secured by the      
related mortgaged property. In addition, the borrowers under certain of the     
mortgage loans have incurred and/or may incur in the future unsecured debt      
other than in the ordinary course of business. Moreover, in general, any        
borrower that does not meet single-purpose entity criteria may not be           
restricted from incurring unsecured debt. See "Description of the Mortgage      
Pool--Additional Debt" in this prospectus supplement.                           

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

 The mortgage loans generally place certain restrictions on the transfer
and/or pledging of general partnership and managing member equity interests in  
a borrower such as specific percentage or control limitations. The terms of the 
mortgage loans generally permit, subject to certain limitations, the transfer   
or pledge of less than a controlling portion of the limited partnership or      
non-managing member equity interests in a borrower. Certain of the mortgage     
loans do not restrict the pledging of ownership interests in the related        
borrower, but do restrict the transfer of ownership interests in the related    
borrower by imposing a specific percentage or control limitation or requiring   
the consent of the mortgagee to any such transfer. Moreover, in general,        
mortgage loans with borrowers that do not meet single-purpose entity criteria   
may not restrict in any way the incurrence by the relevant borrower of          
mezzanine debt. As of the cut-off date, the applicable mortgage loan sellers    
have informed us that they are aware of certain mezzanine indebtedness with     
respect to 1 mortgage loan (which represents approximately 0.5% of the          
aggregate principal balance of the pool of mortgage loans as of the cut-off     
date).                                                                          

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

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

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

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

o the prevailing interest rates;                                        

o the fair market value of the related mortgaged property;              

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

o the borrower's financial condition;                                   

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

o reductions in applicable government assistance/rent subsidy programs; 

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o the tax laws; and                                                     

o the prevailing general and regional economic conditions.              

118 of the mortgage loans, representing approximately 93.9% of the    
aggregate principal balance of the pool of mortgage loans as of the cut-off     
date, are expected to have substantial remaining principal balances as of their 
respective anticipated repayment dates or stated maturity dates. This includes  
9 mortgage loans, representing approximately 13.6% of the aggregate principal   
balance of the pool of mortgage loans as of the cut-off date, all of which pay  
interest-only for the first 6, 12 or 24 months of their respective terms and 1  
mortgage loan, representing approximately 0.2% of the aggregate principal       
balance of the pool of mortgage loans as of the cut-off date, which pays        
interest only for its term. 90 of these mortgage loans, representing            
approximately 57.6% of the aggregate principal balance of the pool of mortgage  
loans as of the cut-off date, require balloon payments at their stated          
maturity. 19 mortgage loans, representing approximately 24.4% of the aggregate  
principal balance of the pool of mortgage loans as of the cut-off date, will    
have substantial balances outstanding at their anticipated repayment dates. 103 
of the mortgage loans, representing approximately 83.2% of the aggregate        
principal balance of the pool of mortgage loans as of the cut-off date, mature  
or have an anticipated repayment date in the year 2013.                         

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

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

COMMERCIAL AND MULTIFAMILY LENDING IS DEPENDENT UPON NET OPERATING INCOME       

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

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

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

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

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

o the proximity and attractiveness of competing properties;             

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

o increases in operating expenses;                                      

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

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

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

o an increase in vacancy rates; and                                     

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

Other factors are more general in nature, such as:                    

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

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

o demographic factors;                                                  

o consumer confidence;                                                  

o consumer tastes and preferences;                                      

o retroactive changes in building codes;                                

o changes or continued weakness in specific industry segments; and      

o the public perception of safety for customers and clients.            

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

o the length of tenant leases;                                          

o the creditworthiness of tenants;                                      

o tenant defaults;                                                      

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

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

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

TENANT CONCENTRATION ENTAILS RISK                                               

    A deterioration in the financial condition of a tenant can be particularly
significant if a mortgaged property is leased to a single tenant or if any      
tenant makes up a significant portion of the rental income. Mortgaged           
properties leased to a single tenant or tenants that make up a significant      
portion of the rental income also are more susceptible to interruptions of cash 
flow if such a tenant or tenants fail to renew their leases. This is so because 
the financial effect of the absence of rental income may be severe; more time   
may be required to re-lease the space; and substantial capital costs may be     
incurred to make the space appropriate for replacement tenants. In this         
respect, 21 mortgage loans, representing approximately 14.5% of the aggregate   
principal balance of the pool of mortgage loans as of the cut-off date, are     
secured by mortgaged properties leased to a single tenant. For example, 5 of    
the single-tenant mortgage loans, representing approximately 1.4% of the        
aggregate principal balance of the pool of mortgage loans as of the cut-off     
date, are secured by mortgaged properties occupied by Walgreens. In addition, 3 
of the single-tenant mortgage loans, representing approximately 0.8% of the     
aggregate principal balance of the pool of mortgage loans as of the cut-off     
date, are secured by mortgaged properties occupied by Eckerds. The underwriting 
of the single-tenant mortgage loans is based primarily upon the monthly rental  
payments due from the tenant under the lease of the related mortgaged property. 
Where the primary lease term expires before the scheduled maturity date of the  
related mortgage loan, the mortgage loan sellers considered the incentives      

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for the primary tenant to re-lease the premises and the anticipated rental      
value of the premises at the end of the primary lease term. Additionally, the   
underwriting of certain of these mortgage loans leased to single tenants may    
have taken into account the creditworthiness of the tenants under the related   
leases and consequently may have higher loan-to-value ratios and lower debt     
service coverage ratios than other types of mortgage loans.                     

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

CERTAIN ADDITIONAL RISKS RELATING TO TENANTS                                    

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

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

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

o tenants were unable to meet their lease obligations;                  

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

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

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

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

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

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

MORTGAGED PROPERTIES LEASED TO MULTIPLE TENANTS ALSO HAVE RISKS                 

   If a mortgaged property has multiple tenants, re-leasing expenditures may
be more frequent than in the case of mortgaged properties with fewer tenants,   
thereby reducing the cash flow                                                  

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available for debt service payments. Multi-tenant mortgaged properties also may 
experience higher continuing vacancy rates and greater volatility in rental     
income and expenses.                                                            

TENANT BANKRUPTCY ENTAILS RISKS                                                 

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

MORTGAGE LOANS ARE NONRECOURSE AND ARE NOT INSURED OR GUARANTEED                

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

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

RETAIL PROPERTIES HAVE SPECIAL RISKS                                            

60 retail properties secure mortgage loans representing approximately 
43.9% of the aggregate principal balance of the pool of mortgage loans as of    
the cut-off date.                                                               

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

  The presence or absence of an "anchor tenant" or a "shadow anchor" in or
near a shopping center also can be important because anchors play a key role in 
generating customer traffic and making a shopping center desirable for other    
tenants. An "anchor tenant" is usually proportionately larger in size than most 
other tenants in the mortgaged property, is vital in attracting customers to a  
retail property and is located on or adjacent to the related mortgaged          
property. A "shadow anchor" is usually proportionally larger in size than most  
tenants in the mortgaged property, is important in attracting customers to a    
retail property and is located sufficiently close and convenient to the         
mortgaged property, but not on the mortgaged property, so as to influence and   
attract potential customers. 34 of the mortgaged properties, securing mortgage  
loans representing approximately 27.9% of the aggregate principal balance of    
the pool of mortgage loans as of the cut-off date, are retail properties that   
are considered by the applicable mortgage loan seller to have an "anchor        
tenant," and 1 of the mortgaged properties, securing a mortgage loan            
representing approximately 8.2% of the aggregate principal balance of the pool  
of mortgage loans as of the cut-off date, is a retail property that is          
considered by the applicable mortgage loan seller to be a "regional mall. 2 of  
the mortgaged properties, securing mortgage loans representing approximately    
0.8% of the aggregate principal balance of the pool of mortgage loans as of the 
cut-off date, are retail properties that are considered by the applicable       
mortgage loan seller to be "shadow anchored." 23 of the mortgaged properties,   
securing mortgage loans representing approximately 7.0% of the aggregate        
principal balance of the pool of mortgage loans as of the cut-off date, are     
retail properties that are considered by the applicable mortgage loan seller to 
be "unanchored."                                                                

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

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

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

OFFICE PROPERTIES HAVE SPECIAL RISKS                                            

29 office properties secure mortgage loans representing approximately 
30.6% of the aggregate principal balance of the pool of mortgage loans as of    
the cut-off date by allocated loan amount. In addition, 1 mortgage loan         
representing approximately 0.4% of the aggregate principal balance of the pool  
of mortgage loans as of the cut-off date is secured by properties consisting of 
both office and retail properties.                                              

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

o the quality of an office building's tenants;                          

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

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

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

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

o the desirability of the area as a business location;                  

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

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

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

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INDUSTRIAL PROPERTIES HAVE SPECIAL RISKS                                        

   15 industrial properties secure mortgage loans representing approximately
9.7% of the aggregate principal balance of the pool of mortgage loans as of the 
cut-off date by allocated loan amount. Significant factors determining the      
value of industrial properties are:                                             

o the quality of tenants;                                               

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

o property becoming functionally obsolete;                              

o building design and adaptability;                                     

o unavailability of labor sources;                                      

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

o changes in proximity of supply sources;                               

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

o the location of the property.                                         

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

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

 Aspects of building site design and adaptability affect the value of an
industrial property. Site characteristics which are generally desirable to a    
warehouse/industrial property include high clear ceiling heights, wide column   
spacing, a large number of bays (loading docks) and large bay depths,           
divisibility, a layout that can accommodate large truck minimum turning radii   
and overall functionality and accessibility.                                    

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

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

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MULTIFAMILY PROPERTIES HAVE SPECIAL RISKS                                       

    14 multifamily properties secure mortgage loans representing approximately
7.7% of the aggregate principal balance of the pool of mortgage loans as of the 
cut-off date. A large number of factors may adversely affect the value and      
successful operation of a multifamily property, including:                      

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

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

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

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

o the property's reputation;                                            

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

o the presence of competing properties;                                 

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

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

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

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

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

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

    Certain of the mortgage loans are secured by mortgaged properties that are
eligible (or become eligible in the future) for and have received low income    
housing tax credits pursuant to Section 42 of the Internal Revenue Code in      
respect of various units within the mortgaged property or have tenants that     
rely on rent subsidies under various government-funded programs, including the  
Section 8 Tenant-Based Assistance Rental Certificate Program of the United      
States Department of Housing and Urban Development. We can give you no          
assurance that such                                                             

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programs will be continued in their present form or that the level of           
assistance provided will be sufficient to generate enough revenues for the      
related borrower to meet its obligations under the related mortgage loans.      

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

MANUFACTURED HOUSING COMMUNITIES HAVE SPECIAL RISKS                             

20 manufactured housing community properties secure mortgage loans    
representing approximately 6.8% of the aggregate principal balance of the pool  
of mortgage loans as of the cut-off date by allocated loan amount.              

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

o other manufactured housing community properties;                      

o apartment buildings; and                                              

o site-built single family homes.                                       

Other factors may also include:                                       

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

o location of the manufactured housing community property;              

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

o the types of services or amenities it provides;                       

o the property's reputation; and                                        

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

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

LACK OF SKILLFUL PROPERTY MANAGEMENT ENTAILS RISKS                              

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

o responding to changes in the local market;                            

o planning and implementing the rental structure;                       

o operating the property and providing building services;               

o managing operating expenses; and                                      

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

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

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

SOME MORTGAGED PROPERTIES MAY NOT BE READILY CONVERTIBLE TO ALTERNATIVE USES    

Some of the mortgaged properties may not be readily convertible to    
alternative uses if those properties were to become unprofitable for any        
reason. In addition, any vacant theater space would not easily be converted to  
other uses due to the unique construction requirements of theaters. Converting  
commercial properties to alternate uses generally requires substantial capital  
expenditures and could result in a significant adverse effect on, or            
interruption of, the rents collected from such properties. The liquidation      
value of a mortgaged property consequently may be substantially less than would 
be the case if the property were readily adaptable to other uses.               

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

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

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

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

o potential environmental legislation or liabilities or other legal     
liabilities;                                                        

o the availability of refinancing; and                                  

o changes in interest rate levels.                                      

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

    A leasehold interest under a ground lease secures all or a portion of 4 of
the mortgage loans, representing approximately 7.2% of the aggregate principal  
balance of the pool of mortgage loans as of the cut-off date. In addition, 2    
mortgage loans, representing approximately 8.8% of the aggregate principal      
balance of the pool of mortgage loans as of the cut-off date, are secured by    
first mortgage liens on both a fee and a leasehold interest in their respective 
mortgaged properties.                                                           

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

Upon the bankruptcy of a lessor or a lessee under a ground lease, the 
debtor has the right to assume or reject the lease. If a debtor lessor rejects  
the lease, the lessee has the right to remain in possession of its leased       
premises for the rent otherwise payable under the lease for the term of the     
ground lease (including renewals). If a debtor lessee/borrower rejects the      
lease, the leasehold lender could succeed to the lessee/borrower's position     
under the lease only if the lessor specifically grants the lender such right.   
If both the lessor and the lessee/borrowers are involved                        

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in bankruptcy proceedings, the trustee may be unable to enforce the bankrupt    
lessee/borrower's right to refuse to treat a ground lease rejected by a         
bankrupt lessor as terminated. In such circumstances, a ground lease could be   
terminated notwithstanding lender protection provisions contained in the ground 
lease or in the mortgage.                                                       

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

LIMITATIONS OF APPRAISALS                                                       

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

YOUR LACK OF CONTROL OVER THE TRUST FUND CAN CREATE RISKS                       

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

POTENTIAL CONFLICTS OF INTEREST                                                 

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

  Notwithstanding the foregoing, the master servicer, the special servicer
or any of their respective affiliates may have interests when dealing with the  
mortgage loans that are in conflict with those of holders of the offered        
certificates, especially if the master servicer, the special servicer or any of 
their respective affiliates holds Series 2003-CIBC6 non-offered certificates,   
or has financial interests in or other financial dealings with a borrower under 
any of the mortgage loans. For instance, a special servicer or its affiliate    
that holds Series 2003-CIBC6 non-offered certificates could seek to reduce the  
potential for losses allocable to those certificates from a troubled mortgage   
loan by deferring acceleration in hope of maximizing future proceeds. However,  
that action could result in less proceeds to the trust than would be realized   
if earlier action had been taken. In general, no servicer is required to act in 
a manner more favorable to the offered certificates or any particular class of  
offered certificates than to Series 2003-CIBC6 non-offered certificates.        

  Each servicer services and will, in the future, service, in the ordinary
course of its business, existing and new loans for third parties, including     
portfolios of loans similar to the mortgage                                     

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loans that will be included in the trust. The real properties securing these    
other loans may be in the same markets as, and compete with, certain of the     
mortgaged properties securing the mortgage loans that will be included in the   
trust. Consequently, personnel of any of the servicers may perform services, on 
behalf of the trust, with respect to the mortgage loans at the same time as     
they are performing services, on behalf of other persons, with respect to other 
mortgage loans secured by properties that compete with the mortgaged properties 
securing the mortgage loans. This may pose inherent conflicts for the master    
servicer or the special servicer.                                               

   In addition, certain of the mortgage loans included in the trust may have
been refinancings of debt previously held by a mortgage loan seller or an       
affiliate of a mortgage loan seller and the mortgage loan seller or its         
affiliates may have or have had equity investments in the borrowers or          
mortgaged properties under certain of the mortgage loans included in the trust. 
Each of the mortgage loan sellers and their affiliates have made and/or may     
make loans to, or equity investments in, affiliates of the borrowers under the  
mortgage loans.                                                                 

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

   LaSalle Bank National Association is one of the mortgage loan sellers and
is also acting as paying agent, certificate registrar and authenticating agent  
and is an affiliate of one of the underwriters.                                 

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

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

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

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

The companion loans will not be included as assets of the trust fund. 
However, the companion loans will be serviced under the pooling and servicing   
agreement, subject to the related intercreditor agreements. The holder of each  
companion loan will also have certain rights with respect to the related senior 
loan and the related mortgaged property, including the right, under certain     
conditions to consent to, or provide advice with respect to, certain actions    
proposed by the special servicer with respect to the related mortgaged          
property, to make cure payments on the related senior loan or purchase the      
related senior loan if the senior loan is in default. In exercising such        
rights, the holder of such companion loan does not have any obligation to       
consider the interests of, or impact on, the trust or the certificates.         

SPECIAL SERVICER MAY BE DIRECTED TO TAKE ACTIONS                                

    In connection with the servicing of the specially serviced mortgage loans,
the special servicer may, at the direction of the directing certificateholder,  
take actions with respect to the specially serviced mortgage loans that could   
adversely affect the holders of some or all of the classes of offered           
certificates. Similarly, the special servicer may, (i) at the direction of the  
component loan operating advisor for the Battlefield Mall loan (provided no     
change of control event has occurred or is continuing), take actions with       
respect to the Battlefield Mall loan (identified as loan number 1 on Annex A--1 
attached to this prospectus supplement) and (ii) at the direction of the        
component loan operating advisor for the One Alliance Center loan (provided no  
change of control event has occurred or is continuing), take actions with       
respect to the One Alliance Center loan (identified as loan number 2 on Annex   
A--1 attached to this prospectus supplement) that, in each case, could          
adversely affect the holders of some or all of the classes of offered           
certificates. See "Servicing of the Mortgage Loans--The Directing               
Certificateholder and Component Loan                                            

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Advisors" in this prospectus supplement. The directing certificateholder will   
be controlled by the controlling class certificateholders and the component     
loan operating advisors for the One Alliance Center loan and the Battlefield    
Mall loan will be designated by certain holders of Class AC certificates and    
the Class BM certificates, respectively, any of whom may have interests in      
conflict with those of the certificateholders of the classes of offered         
certificates. As a result, it is possible that the directing certificateholder  
or the component loan operating advisor for the One Alliance Center loan or the 
Battlefield Mall loan, as applicable, may direct the special servicer to take   
actions which conflict with the interests of certain classes of the offered     
certificates. However, the special servicer is not permitted to take actions    
which are prohibited by law or violate the servicing standards or the terms of  
the mortgage loan documents. In addition, the special servicer may be removed   
without cause by the directing certificateholder as described in this           
prospectus supplement. See "Servicing of the Mortgage Loans--General," "--The   
Special Servicer" and "--The Directing Certificateholder and Component Loan     
Advisors" in this prospectus supplement.                                        

BANKRUPTCY PROCEEDINGS ENTAIL CERTAIN RISKS                                     

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

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

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

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

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

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

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

RISKS RELATING TO PREPAYMENTS AND REPURCHASES                                   

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

The yield on the Class A-2, Class B, Class C and Class D certificates 
could also be adversely affected if mortgage loans with higher interest rates   
pay faster than the mortgage loans with lower interest rates, since those       
classes bear interest at a rate limited by the weighted average net mortgage    
rate of the mortgage loans. The pass-through rates on those classes of          
certificates may be limited by the weighted average of the net mortgage rates   
on the mortgage loans even if principal prepayments do not occur.               

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

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

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

 Voluntary prepayments, if permitted, generally require the payment of a
yield maintenance charge or a prepayment premium unless the loan is prepaid     
within a limited time period prior to the stated maturity date or anticipated   
repayment date, or after the anticipated repayment date, as the case may be.    
See "Description of the Mortgage Pool--Certain Terms and Conditions of the      
Mortgage Loans--Prepayment Provisions" in this prospectus supplement. In any    
case, we cannot assure you that the related borrowers will refrain from         
prepaying their mortgage loans due to the existence of yield maintenance        
charges or prepayment premiums or that involuntary prepayments will not occur.  

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

o the terms of the mortgage loans;                                      

o the length of any prepayment lockout period;                          

o the level of prevailing interest rates;                               

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o the availability of mortgage credit;                                  

o the applicable yield maintenance charges and prepayment premiums;     

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

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

o the occurrence of casualties or natural disasters; and                

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

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

   Certain shortfalls in interest as a result of involuntary prepayments may
reduce the available distribution amount. In addition, if a mortgage loan       
seller repurchases any mortgage loan from the trust due to breaches of          
representations or warranties, the repurchase price paid will be passed through 
to the holders of the certificates with the same effect as if the mortgage loan 
had been prepaid in part or in full, and no yield maintenance charge will be    
payable. A repurchase or the exercise of a purchase option may adversely affect 
the yield to maturity on your certificates.                                     

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

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

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

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

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pay any yield maintenance charge or prepayment premium will be enforceable.     
Also, we cannot assure you that foreclosure proceeds will be sufficient to pay  
an enforceable yield maintenance charge or prepayment premium.                  

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

RISKS RELATING TO BORROWER DEFAULT                                              

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

o the aggregate amount of distributions on the offered certificates;    

o their yield to maturity;                                              

o their rate of principal payments; and                                 

o their weighted average life.                                          

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

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

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

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

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

RISKS RELATING TO INTEREST ON ADVANCES AND SPECIAL SERVICING COMPENSATION       

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

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RISKS OF LIMITED LIQUIDITY AND MARKET VALUE                                     

  Your certificates will not be listed on any national securities exchange
or traded on any automated quotation systems of any registered securities       
association, and there is currently no secondary market for your certificates.  
While the underwriters currently intend to make a secondary market in the       
offered certificates, they are not obligated to do so. Additionally, one or     
more purchasers may purchase substantial portions of one or more classes of     
offered certificates. Accordingly, you may not have an active or liquid         
secondary market for your certificates. Lack of liquidity could result in a     
substantial decrease in the market value of your certificates. The market value 
of your certificates also may be affected by many other factors, including the  
then-prevailing interest rates and market perceptions of risks associated with  
commercial mortgage lending.                                                    

DIFFERENT TIMING OF MORTGAGE LOAN AMORTIZATION POSES CERTAIN RISKS              

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

SUBORDINATION OF SUBORDINATE OFFERED CERTIFICATES                               

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

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

ENVIRONMENTAL RISKS RELATING TO THE MORTGAGED PROPERTIES                        

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

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

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

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

o for which an escrow for the remediation was established;              

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

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

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

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

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

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

TAX CONSIDERATIONS RELATING TO FORECLOSURE                                      

 If the trust acquires a mortgaged property pursuant to a foreclosure or
deed in lieu of foreclosure, the special servicer must retain an independent    
contractor to operate the property. Among other items, the independent          
contractor generally will not be able to perform construction work other than   
repair, maintenance or certain types of tenant build-outs, unless the           
construction was at least 10% completed when defaulted or the default of the    
mortgage loan becomes imminent. Any net income from the operation of the        
property (other than qualifying "rents from real property"), or any rental      
income based on the net profits of a tenant or sub-tenant or allocable to a     
non-customary service, will subject the lower-tier REMIC or, if applicable, the 
component loan REMIC to federal tax (and possibly state or local tax) on that   
income at the highest marginal corporate tax rate (currently 35%). In that      
event, the net proceeds available for distribution to certificateholders will   
be reduced. The special servicer may permit the lower-tier REMIC or the         
component loan REMIC to earn "net income from foreclosure property" that is     
subject to tax if it determines that the net after-tax benefit to               
certificateholders is greater than under another method of operating or net     
leasing the mortgaged property. In addition, if the trust were to acquire one   
or more mortgaged properties pursuant to a foreclosure or deed in lieu of       
foreclosure, upon acquisition of those mortgaged properties, the trust may in   
certain jurisdictions, particularly in New York, be required to pay state or    
local transfer or excise taxes upon liquidation of such properties. Such state  
or local taxes may reduce net proceeds available for distribution to the        
certificateholders.                                                             

RISKS ASSOCIATED WITH ONE ACTION RULES                                          

The ability to realize upon the mortgage loans may be limited by the  
application of state and federal laws. For example, several states (including   
California) have laws that prohibit more than one "judicial action" to enforce  
a mortgage obligation, and some courts have construed the term "judicial        
action" broadly. Accordingly, the special servicer is required to obtain advice 
of counsel prior to enforcing any of the trust fund's rights under any of the   
mortgage loans that include                                                     

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mortgaged properties where a "one action" rule could be applicable. In the case 
of a multi-property mortgage loan which is secured by mortgaged properties      
located in multiple states, the special servicer may be required to foreclose   
first on properties located in states where "one action" rules apply (and where 
non-judicial foreclosure is permitted) before foreclosing on properties located 
in states where judicial foreclosure is the only permitted method of            
foreclosure. The application of other state and federal laws may delay or       
otherwise limit the ability to realize on defaulted mortgage loans. See         
"Certain Legal Aspects of Mortgage Loans--Foreclosure" in the prospectus.       

RISKS RELATED TO ENFORCEABILITY                                                 

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

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

POTENTIAL ABSENCE OF ATTORNMENT PROVISIONS ENTAILS RISKS                        

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

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

PROPERTY INSURANCE MAY NOT BE SUFFICIENT                                        

All of the mortgage loans require the related borrower to maintain, or
cause to be maintained, property insurance (which, in some cases, is provided   
by allowing a tenant to self-insure). However, the mortgaged properties may     
suffer casualty losses due to risks that were not covered by insurance or for   
which insurance coverage is inadequate. In addition, approximately 14.6%, 5.6%  
and 5.3% of the mortgaged properties, by aggregate principal balance of the     
pool of mortgage loans as of the cut-off date, are located in California, Texas 
and Florida, respectively, states that have historically been at greater risk   
regarding acts of nature (such as earthquakes, floods and hurricanes) than      
other states. We cannot assure you that borrowers will be able to maintain      
adequate insurance. Moreover, if reconstruction or any major                    

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repairs are required, changes in laws may materially affect the borrower's      
ability to effect any reconstruction or major repairs or may materially         
increase the costs of the reconstruction or repairs. Certain mortgage loans are 
secured by improvements for which coverage for acts of terrorism have been      
waived.                                                                         

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

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

  Through December 2004, insurance carriers are required under the program
to provide terrorism coverage in their basic "all-risk" policies. By September  
1, 2004, the Secretary of the Treasury must determine whether mandatory         
participation should be extended through December 2005. Any commercial property 
and casualty terrorism insurance exclusion that was in force on November 26,    
2002 is automatically voided to the extent that it excludes losses that would   
otherwise be insured losses, subject to the immediately preceding paragraph.    
Any state approval of such types of exclusions in force on November 26, 2002 is 
also voided.                                                                    

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

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

  Finally, the Terrorism Insurance Program terminates on December 31, 2004
(with a potential to extend to December 31, 2005). There can be no assurance    
that such temporary program will create any long-term changes in the            
availability and cost of such insurance. Moreover, there can be no assurance    
that such program will be renewed or extended, or that subsequent terrorism     
insurance legislation will be passed upon its expiration.                       

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

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

  With respect to certain of the mortgage loans, the related mortgage loan
documents generally provide that the borrowers are required to maintain         
comprehensive all-risk casualty insurance but may not specify the nature of the 
specific risks required to be covered by such insurance policies.               

    Even if the mortgage loan documents specify that the related borrower must
maintain all-risk casualty insurance or other insurance that covers acts of     
terrorism, the borrower may fail to maintain such insurance and the servicer or 
special servicer may not enforce such default or cause the borrower to obtain   
such insurance if the special servicer has determined, in accordance with the   
servicing standards, that either (a) such insurance is not available at any     
rate or (b) such insurance is not available at commercially reasonable rates    
(which determination, with respect to terrorism insurance, will be subject to   
consent of the directing certificateholder (or in the case of the One Alliance  
Center loan or the Battlefield Mall loan, the respective operating advisor for  
these loans)) and that such hazards are not at the time commonly insured        
against for properties similar to the mortgaged property and located in or      
around the geographic region in which such mortgaged property is located.       
Additionally, if the related borrower fails to maintain such insurance, the     
servicer or the special servicer, as applicable, will not be required to        
maintain such terrorism insurance coverage if the special servicer determines,  
in accordance with the servicing standards, that such insurance is not          
available for the reasons set forth in (a) or (b) of the preceding sentence.    
Furthermore, at the time existing insurance policies are subject to renewal,    
there is no assurance that terrorism insurance coverage will be available and   
covered under the new policies or, if covered, whether such coverage will be    
adequate. Most insurance policies covering commercial real properties such as   
the mortgaged properties are subject to renewal on an annual basis. If such     
coverage is not currently in effect, is not adequate or is ultimately not       
continued with respect to some of the mortgaged properties and one of those     
properties suffers a casualty loss as a result of a terrorist act, then the     
resulting casualty loss could reduce the amount available to make distributions 
on your certificate.                                                            

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

ZONING COMPLIANCE AND USE RESTRICTIONS MAY ADVERSELY AFFECT PROPERTY VALUE      

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

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restored in conformity with the current law, the value of the property or the   
revenue-producing potential of the property may not be equal to that before the 
casualty.                                                                       

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

    In addition, certain of the mortgaged properties may be subject to certain
use restrictions imposed pursuant to reciprocal easement agreements or          
operating agreements or historical landmark designations. Such use restrictions 
could include, for example, limitations on the character of the improvements or 
the properties, limitations affecting noise and parking requirements, among     
other things, and limitations on the borrowers' right to operate certain types  
of facilities within a prescribed radius. These limitations could adversely     
affect the ability of the related borrower to lease the mortgaged property on   
favorable terms, thus adversely affecting the borrower's ability to fulfill its 
obligations under the related mortgage loan.                                    

RISKS RELATING TO COSTS OF COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS      

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

NO REUNDERWRITING OF THE MORTGAGE LOANS                                         

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

LITIGATION COULD ADVERSELY AFFECT THE MORTGAGE LOANS                            

    There may be pending or threatened legal proceedings against the borrowers
and managers of the mortgaged properties and their respective affiliates        
arising out of the ordinary business of the borrowers, managers and affiliates. 
We cannot assure you that any litigation will not have a material adverse       
effect on your investment.                                                      

RISKS RELATED TO BOOK-ENTRY REGISTRATION                                        

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

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RISKS OF INSPECTIONS RELATED TO PROPERTIES                                      

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

OTHER RISKS                                                                     

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

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DESCRIPTION OF THE MORTGAGE POOL  

GENERAL                                                                         

   All percentages of the mortgage loans and Mortgaged Properties, or of any
specified group of mortgage loans and Mortgaged Properties, referred to in this 
prospectus supplement without further description are approximate percentages   
by Initial Pool Balance. The trust will consist primarily of 128 fixed rate     
mortgage loans secured by 143 commercial and multifamily Mortgaged Properties   
with an aggregate principal balance of approximately $1,042,817,449 as of the   
cut-off date (the "Initial Pool Balance"). The "Cut-off Date Balance" of any    
mortgage loan will be the unpaid principal balance of that mortgage loan as of  
the cut-off date (excluding the Non-Pooled Components), after application of    
all payments due on or before that date, whether or not received. All numerical 
and statistical information presented in this prospectus supplement (including  
Cut-off Date Balances, loan-to-value ratios and debt service coverage ratios)   
with respect to each Component Loan is calculated without regard to its         
respective Non-Pooled Component. See "--The One Alliance Center Pooled          
Component" and "--The Battlefield Mall Pooled Component" below. Each mortgage   
loan is evidenced by a promissory note (a "Mortgage Note") and secured by a     
mortgage, deed of trust or other similar security instrument (a "Mortgage")     
that creates a first mortgage lien:                                             

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

    (2) with respect to 2 mortgage loans (as identified on Annex A-1 to this
prospectus supplement), representing approximately 8.8% of the Initial  
  Pool Balance, the fee simple estate and a leasehold estate in a portion of
the commercial property; or                                             

    (3) with respect to 4 mortgage loans (as identified on Annex A-1 to this
prospectus supplement), representing approximately 7.2% of the Initial  
  Pool Balance, a leasehold estate in a commercial property (each of clauses
(1) through (3), a "Mortgaged Property").                               

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

On or about August 11, 2003 (the "Closing Date"), J.P. Morgan Chase   
Commercial Mortgage Securities Corp. (the "Depositor") will acquire the         
mortgage loans from JPMorgan Chase Bank, CIBC Inc., Amsterdam Funding           
Corporation (a commercial paper conduit administered by ABN AMRO Bank N.V.) and 
LaSalle Bank National Association (JP Morgan Chase Bank, CIBC Inc., ABN AMRO    
Bank N.V. and LaSalle Bank National Association are collectively referred to as 
the "Mortgage Loan Sellers") pursuant to four mortgage loan purchase            
agreements, each dated as of the cut-off date (the "Purchase Agreements"),      
between the Depositor and the applicable Mortgage Loan Seller. With respect to  
the mortgage loan being transferred to the Depositor by Amsterdam Funding       
Corporation, such mortgage loan was originated by ABN AMRO Bank N.V. and ABN    
AMRO Bank N.V. will be the sole warranting party with respect to such mortgage  
loan. Accordingly, for purposes of the prospectus supplement, ABN AMRO Bank     
N.V. will be considered the Mortgage Loan Seller of such mortgage loan. The     
Depositor will then assign its interests in the mortgage loans, without         
recourse, to Wells Fargo Bank Minnesota, N.A., as trustee (the "Trustee"), for  
the benefit of the holders of the Certificates (the "Certificateholders"). See  
"--The Mortgage Loan Sellers" below and "Description of the Pooling             
Agreements--Assignment of Mortgage Loans; Repurchases" in the prospectus.       

   The mortgage loans were originated in the period between October 2002 and
July 2003.                                                                      

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

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ADDITIONAL DEBT                                                                 

General. Substantially all of the mortgage loans permit the related   
borrower to incur limited indebtedness in the ordinary course of business that  
is not secured by the related Mortgaged Property.                               

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

AB Loans. 3 mortgage loans (each, an "AB Loan") (identified as loan   
numbers 57, 67 and 82 on Annex A-1 to this prospectus supplement), representing 
approximately 0.5%, 0.4% and 0.3%, respectively, of the Initial Pool Balance,   
are each a senior loan in a split loan structure with a junior loan (with       
respect to each AB Loan, the "Companion Loan"). No Companion Loan is an asset   
of the trust. Each pair of senior and junior loans is evidenced by one of two   
notes each secured by a single mortgage instrument on the related mortgaged     
property.                                                                       

o The first such AB Loan (the "ICON AB Loan") (identified as loan number 57 on
Annex A-1 to this prospectus supplement) has a principal balance as of the
 cut-off date of $5,290,000. The related Companion Loan (the "ICON Companion
Loan"), which is not included in the trust, has a principal balance as of 
the cut-off date of $378,250. In the event that certain defaults exist    
under the ICON AB Loan or the ICON Companion Loan, the holder of the ICON 
 Companion Loan will have the right to purchase the ICON AB Loan for a price
generally equal to the outstanding principal balance of the ICON AB Loan, 
together with accrued and unpaid interest on, and all unpaid servicing    
expenses and advances relating to, the ICON AB Loan. Until the expiration 
of the period of time that the holder of the ICON Companion Loan has the  
right to purchase the ICON AB Loan (generally 30 days after notice of     
certain defaults under the ICON AB Loan or the ICON Companion Loan), the  
 Master Servicer and the Special Servicer generally will not be able to work
out or modify the ICON AB Loan without the consent of the holder of the   
ICON Companion Loan.                                                      

o The second such AB Loan (the "Pine Valley AB Loan") (identified as loan     
number 67 on Annex A-1 to this prospectus supplement) has a principal     
balance as of the cut-off date of $4,595,294. The related Companion Loan  
 (the "Pine Valley Companion Loan"), which is not included in the trust, has
a principal balance as of the cut-off date of $287,500. In the event that 
certain defaults exist under the Pine Valley AB Loan or Pine Valley       
Companion Loan, the holder of the Pine Valley Companion Loan will have the
right to purchase the Pine Valley AB Loan for a price generally equal to  
 the outstanding principal balance of the Pine Valley AB Loan, together with
accrued and unpaid interest on, and all unpaid servicing expenses and     
advances relating to, the Pine Valley AB Loan. Until the expiration of the
period of time that the holder of the Pine Valley Companion Loan has the  
right to purchase the Pine Valley AB Loan (generally 30 days after notice 
of certain defaults under the Pine Valley AB Loan or Pine Valley Companion
Loan), the Master Servicer and the Special Servicer generally will not be 
able to work out or modify the loan without the consent of the holder of  
the Pine Valley Companion Loan.                                           

o The third such AB Loan (the "Sav On-LA AB Loan") (identified as loan number 
82 on Annex A-1 to this prospectus supplement) has a principal balance as 
of the cut off date of $3,189,832. The related Companion Loan (the "Sav   
 On-LA Companion Loan"), which is not included in the trust, has a principal
balance as of the cut off date of $510,168. In the event that certain     
 defaults exist under the Sav On-LA AB Loan or the Sav On-LA Companion Loan,
 the holder of the Sav On-LA Companion Loan will have the right to make cure
payments and cure other defaults with respect to the Sav On-LA AB Loan and
to purchase the Sav On-LA AB Loan for a price generally equal to the      
outstanding principal balance of the Sav On-LA AB Loan, together with     
accrued and unpaid interest on, and all unpaid servicing expenses and     
advances relating to, the Sav On-LA AB Loan and other amounts payable to  
the holder of the                                                         

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Sav On-LA AB Loan under the mortgage loan documents (other than any       
applicable prepayment premium or comparable yield maintenance amount      
payable on default). In addition, the holder of the Sav On-LA Companion   
Loan is given certain rights pursuant to an intercreditor agreement it    
entered into with the holder of the Sav On-LA AB Loan, which include: (i) 
directing defaulted lease claims of the borrower against a defaulting or  
 bankrupt tenant prior to foreclosure to the extent either holder of the Sav
On-LA AB Loan or the Sav On-LA Companion Loan is entitled to do so under  
the loan documents, (ii) in the event that the Master Servicer or the     
 Special Servicer fail to cure a lease termination condition within the time
 period provided, taking action to prevent and cure any lessor lease default
and any lease termination condition, including making Servicing Advances, 
(iii) directing the Master Servicer or the Special Servicer to enforce the
rights of the holder of the Sav On-LA Companion Loan under the loan       
 documents to receive the proceeds of defaulted lease claims, (iv) requiring
 foreclosure of the mortgage upon certain defaults under the loan documents,
 subject to the right of Master Servicer or the Special Servicer to cure any
such default and prevent such foreclosure, (v) approving (together with   
 Master Servicer or the Special Servicer) any modifications to the Sav On-LA
AB Loan that affect the rights of the holder of the Sav On-LA Companion   
Loan under the credit lease or the assignment of the credit lease as      
 collateral for the Sav On-LA Loan, (vi) preferential treatment with respect
to receipt of any proceeds relating to any claims for accelerated future  
rent under the lease after a default under the lease and (vii) that the   
loan documents cannot be modified and the Master Servicer and the Special 
 Servicer cannot waive rights under the Sav On-LA loan documents in a manner
that would have a material adverse effect on the holder of the Sav On-LA  
Companion Loan. Capital Lease Funding, LLC is the holder of the Sav On-LA 
Companion Loan and may elect to sell the Sav On-LA Companion Loan subject 
to the terms of the intercreditor agreement.                              

Secured Subordinate Indebtedness. The Mortgage Property securing one  
mortgage loan identified as loan number 13 on Annex A-1 to this prospectus      
supplement, representing approximately 1.7% of the Initial Pool Balance secures 
subordinated indebtedness in the amount of $1.00, which indebtedness is subject 
to a subordination and standstill agreement in favor of the holder of the       
mortgage loan. In addition, with respect to the mortgage loan identified as     
loan number 111 on Annex A to this prospectus supplement, representing          
approximately 0.2% of the Initial Pool Balance, the borrower may incur secured  
subordinated indebtedness in an amount not to exceed $1,000,000.                

Mezzanine Debt. Although the mortgage loans generally place certain   
restrictions on incurring mezzanine debt by the pledging of general partnership 
and managing member equity interests in a borrower, such as specific percentage 
or control limitations, the terms of the mortgages generally permit, subject to 
certain limitations, the pledge of less than a controlling portion of the       
limited partnership or non-managing membership equity interests in a borrower.  
However, certain of the mortgage loans do not restrict the pledging of          
ownership interests in the borrower, but do restrict the transfer of ownership  
interests in a borrower by imposing limitations on transfer of control or a     
specific percentage of ownership interests. In addition, in general, a borrower 
that does not meet single-purpose entity criteria may not be restricted in any  
way from incurring mezzanine debt. As of the cut-off date, the applicable       
Mortgage Loan Sellers have informed us that they are aware of the following     
mezzanine indebtedness with respect to the mortgage loans:                      

o In the case of the mortgage loan identified as loan number 64 on Annex A-1  
to this prospectus supplement, representing approximately 0.5% of the     
Initial Pool Balance, three mezzanine loans in the amount of $309,893,    
 $208,460 and $208,460 have been made to the owners of the related borrower.
Each such mezzanine loan is secured by the related owner's ownership      
interest in the borrower. Upon default under a mezzanine loan, each holder
of the mezzanine loan may foreclose upon the ownership interests in the   
borrower. In addition, each holder of the mezzanine loan has the right to 
cure certain defaults occurring on the mortgage loan and the right to     
purchase the mortgage loan from the trust if certain defaults             

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on the mortgage loan occur. The purchase price required to be paid in     
connection with such a purchase is generally equal to the outstanding     
principal balance of the mortgage loan, together with accrued and unpaid  
interest on, and all unpaid servicing expenses and advances relating to,  
the mortgage loan.                                                        

o In the case of 15 mortgage loans representing in the aggregate approximately
17.7% of the Initial Pool Balance, the owners of the related borrowers are
permitted to pledge their ownership interests in the borrowers as         
collateral for mezzanine debt. The incurrence of this mezzanine           
indebtedness is generally subject to the satisfaction of certain          
conditions, including the consent of the mortgage lender.                 

    Unsecured Subordinate Indebtedness. In general, any borrower that does not
meet single-purpose entity criteria may not be restricted from incurring        
unsecured debt.                                                                 

Certain risks relating to additional debt are described in "Risk      
Factors--Ability to Incur Other Borrowings Entails Risk" in this prospectus     
supplement and "Certain Legal Aspects of Mortgage Loans--Subordinate Financing" 
in the prospectus.                                                              

SIGNIFICANT MORTGAGE LOANS                                                      

  The following table identifies the ten largest mortgage loans by Cut-off
Date Balance and the summaries following thereafter describe each mortgage loan 
with a Cut-off Date Balance equal to at least 3.0% of the Initial Pool Balance. 

                                                        [Enlarge/Download Table]

                                              CUT-OFF DATE    % OF INITIAL             CUT-OFF DATE                 
                 LOAN NAME                      BALANCE       POOL BALANCE   UW DSCR    LTV RATIO     PROPERTY TYPE 
------------------------------------------ ----------------- -------------- --------- ------------- ----------------
                                                                                                                    
Battlefield Mall Pooled Component          $   85,000,000           8.2%       2.44x       48.9%      Regional Mall 
One Alliance Center Pooled                                                                                          
 Component ...............................     61,930,576           5.9        2.49x       53.7        CBD Office   
International Paper Office ...............     34,969,442           3.4        1.35x       77.4      Suburban Office
Deerfield Mall ...........................     32,453,953           3.1        1.38x       75.5      Anchored Retail
Shelbyville Road Plaza ...................     31,150,000           3.0        1.21x       76.9      Anchored Retail
641 Sixth Avenue .........................     28,885,324           2.8        1.35x       74.3        CBD Office   
Tices Corner Retail Marketplace ..........     24,924,691           2.4        1.48x       73.3      Anchored Retail
919 Market Street ........................     22,956,879           2.2        1.37x       79.7        CBD Office   
Plaza 48 .................................     22,277,294           2.1        1.60x       76.8      Anchored Retail
2121 Market Street .......................     20,240,000           1.9        1.32x       80.0        Multifamily  
                                           --------------         -----        ----        ----     ----------------
Top 10 Total/Weighted Average ............ $  364,788,159          35.0%       1.81x       66.3%                    
                                           ==============         =====        ====        ====                     
All Loans Total/Weighted Average ......... $1,042,817,449         100.0%       1.63x       70.6%                    

THE BATTLEFIELD MALL POOLED COMPONENT                                 

                                                        [Enlarge/Download Table]

                LOAN INFORMATION                              PROPERTY INFORMATION            
------------------------------------------------  --------------------------------------------
                                                                                              
Cut-off Date Balance          $85,000,000         Property Type            Regional Mall      
% of Initial Pool Balance     8.2%                Location                 Springfield, MO    
Origination Date              June 30, 2003       Square Footage           1,006,618          
Maturity Date                 July 1, 2013        Year Built/Renovated     1970/1997          
Mortgage Rate                 4.5317%             Appraised Value          $174,000,000       
Annual Debt Service           $5,131,198          Occupancy                96.9%              
UW DSCR                       2.44x               Occupancy Date           April 4, 2003      
Cut-off Date LTV              48.9%               UW NOI                   $12,939,573        
Balloon LTV                   41.9%               UW NCF                   $12,537,029        

  The Battlefield Mall mortgage loan (the "Battlefield Mall Loan") will be
split into two components (the "Battlefield Mall Pooled Component" and the      
"Battlefield Mall Non-Pooled                                                    

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Component"). The Battlefield Mall Pooled Component will represent approximately 
8.2%of the Initial Pool Balance. The Certificates (other than the Class AC      
Certificates and the Class BM Certificates) will be entitled to distributions   
from the Battlefield Mall Pooled Component only. The Class BM Certificates will 
be entitled to distributions from the Battlefield Mall Non-Pooled Component     
only, which has a principal balance of $15,000,000 as of the cut-off date. See  
"Description of the Certificates--Distributions--Component Loan Certificates    
and the Component Loans" in this prospectus supplement. The Class BM            
Certificates are not being offered by this prospectus supplement.               

  The Loan. The Battlefield Mall Loan was originated by JPMorgan Chase and
is secured by a first mortgage encumbering a regional mall located in           
Springfield, Missouri (the "Battlefield Mall Property"). The Battlefield Mall   
Loan was made to Battlefield Mall, LLC, a special purpose, bankruptcy remote,   
limited liability company ("Battlefield Mall Borrower") that is controlled by   
Simon Property Group, L.P. (NYSE: SPG).                                         

   The Battlefield Mall Loan has a remaining amortization term of 360 months
and matures on July 1, 2013. The Battlefield Mall Loan requires payments of     
only interest through July 2005. The Battlefield Mall Loan may not be prepaid   
prior to April 1, 2013. The Battlefield Mall Loan may be prepaid, in whole,     
without payment of a prepayment premium at any time thereafter. The Battlefield 
Mall Loan is subject to Defeasance, in whole, beginning on September 1, 2005.   

The Property. The Battlefield Mall Property is a regional mall located
west of U.S. 65 at the intersection of Battlefield Street and Glenstone Avenue  
in Springfield, Missouri. It is the only regional mall in the Springfield area. 
The mall is anchored by two Dillard's stores (Dillard's and Dillard's Women),   
Famous-Barr (a division of May Company), J.C. Penney and Sears. In addition,    
the Battlefield Mall includes over 130 specialty stores, including Abercrombie  
& Fitch, Bath & Body Works, Eddie Bauer, Gap, Gymboree, Old Navy and The Disney 
Store. The Battlefield Mall Property also includes six restaurants and          
specialty stores and eleven food court tenants. Sales for inline tenants under  
10,000 square feet was approximately $347 per square foot in 2002. Of the 130   
plus tenants in the Battlefield Mall, there are 5 in-line tenants who have      
filed chapter 11 Bankruptcy petitions: San Francisco Music Box Company, Eddie   
Bauer, Inc., L and H Tuxes Inc. doing business as Gingiss Formalwear,           
LeatherLand Corp. doing business as Leather Limited, and Tripik Sun Fruit and   
Nut. These five tenants account for an area of approximately 10,096 square feet 
in the aggregate. In addition, there are 4 other tenants who have filed chapter 
7 Bankruptcy petitions: Chik Fil-A, Taco Bell Restaurants, Deck the Walls, and  
Great American Cookies, Inc. These 4 tenants occupy a total area of             
approximately 3,628 square feet. See "Risk Factors--Tenant Bankruptcy Entails   
Risks" in this prospectus supplement.                                           

A majority of the land under Battlefield Mall is ground leased from an
unaffiliated entity. Ground lease payments are based on a combination of base   
rent and a percentage of gross income over a base level. The ground lease       
provides the mortgagee with notice and cure rights and the ground lease term    
expires in 2056.                                                                

Property Management. The Battlefield Mall Property is managed by Simon
Management Associates, L.L.C., which is an affiliate of Simon Property Group.   

    Lockbox and Reserves. The Battlefield Mall Loan documents require that the
Battlefield Mall Borrower instruct all tenants that any and all payments due    
under the leases are required to be paid directly into a lockbox account        
pursuant to the terms of a cash management agreement. Funds in the lockbox      
account are swept each business day and returned to the Battlefield Mall        
Borrower. Upon the occurrence of an event of default under the Battlefield Mall 
Loan documents (a "Battlefield Mall Trigger Event"), funds in the lockbox       
account will be swept at least twice a month to the cash management account.    

    Subject to the immediately succeeding paragraph, the Battlefield Mall Loan
requires monthly reserves for capital expenditures, taxes, and ground rent      
payment under the ground lease. In addition, if the option to extend the lease  
for the Dillard's space is not exercised on or before January 31, 2007, the     
Battlefield Mall Borrower, subject to the immediately succeeding paragraph,     
will be required to deposit $500,000 into a rollover reserve account in         
February, 2007.                                                                 

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    The obligations of the Battlefield Mall Borrower to make deposits into the
above-referenced reserve accounts is guaranteed by Simon Property Group, L.P.   
("SPGLP"). As long as the long-term debt rating of SPGLP is at least "BBB-" by  
Fitch or "Baa3" by Moody's then the Battlefield Mall Borrower will not be       
required to make any deposit to the reserve accounts.                           

THE ONE ALLIANCE CENTER POOLED COMPONENT                              

                                                        [Enlarge/Download Table]

                LOAN INFORMATION                             PROPERTY INFORMATION           
------------------------------------------------  ------------------------------------------
                                                                                            
Cut-off Date Balance          $61,930,576         Property Type            CBD Office       
% of Initial Pool Balance     5.9%                Location                 Atlanta, GA      
Origination Date              June 25, 2003       Net RSF                  554,849          
Maturity Date                 July 1, 2013        Year Built/Renovated     2001/NA          
Mortgage Rate                 4.6797%             Appraised Value          $115,400,000     
Annual Debt Service           $3,831,288          Occupancy                94.2%            
UW DSCR                       2.49x               Occupancy Date           August 1, 2003   
Cut-off Date LTV              53.7%               UW NOI                   $10,382,220      
Balloon LTV                   44.0%               UW NCF                   $9,548,576       

   The Loan. The One Alliance Center mortgage loan (the "One Alliance Center
Loan") was originated by ABN AMRO Bank N.V. The One Alliance Center Loan is     
secured by the fee simple estate in a nineteen-story office building located at 
3500 Lenox Road, Atlanta, Georgia (the "One Alliance Center Property"). The One 
Alliance Center Loan was made to Trizec Alliance Center, LLC, a special         
purpose, limited liability company (the "One Alliance Center Borrower"), wholly 
owned by Trizec Holdings, Inc. (the "One Alliance Center Sponsor"). The One     
Alliance Center Sponsor is wholly owned by Trizec Properties, Inc., a           
publicly-traded real estate investment trust (NYSE: TRZ).                       

  The One Alliance Center Loan will be split into two components, the "One
Alliance Center Pooled Component" and the "One Alliance Center Non-Pooled       
Component." The One Alliance Center Pooled Component will represent             
approximately 5.9% of the Initial Pool Balance. The Certificates (other than    
the Class AC certificates and the Class BM Certificates) will be entitled to    
distributions from the One Alliance Center Pooled Component. The Class AC       
Certificates will be entitled to distributions from the One Alliance Center     
Non-Pooled Component only, which has a principal balance of $7,991,042 as of    
the cut-off date. See "Description of the                                       
Certificates--Distributions--Component Certificates and the Component Loans" in 
this prospectus supplement. The Class AC Certificates are not being offered by  
this prospectus supplement.                                                     

The One Alliance Center Loan has a remaining amortization term of 359 
months and matures on July 1, 2013. The One Alliance Center Loan may not be     
prepaid until sixty days prior to July 1, 2013. The One Alliance Center Loan    
may be prepaid, in whole, without payment of a prepayment premium on any        
payment date thereafter. The One Alliance Center Loan is subject to Defeasance, 
in whole, after the second anniversary of the Closing Date.                     

The Property. The One Alliance Center Property consists of a          
nineteen-story office building containing approximately 554,849 of net rentable 
square feet ("RSF") and a parking garage located within the Buckhead submarket  
of Atlanta, Georgia. The One Alliance Center Property was constructed in 2001.  
The One Alliance Center Property's approximately 554,849 net RSF includes       
approximately 537,549 net RSF of office space, approximately 13,707 net RSF of  
ground floor retail and approximately 3,593 net RSF of storage space. Major     
tenants at the One Alliance Center Property include: S1, Inc. ("S1")            
(approximately 184,435 square feet; approximately 33.2% of net RSF), Towers,    
Perrin, Forster & Crosby, Inc. ("Towers Perrin") (approximately 101,076 square  
feet; approximately 18.2% of net RSF), and BBDO Worldwide Inc. ("BBDO")         
(approximately 68,000 square feet; approximately 12.3% of net RSF). As of       
August 1, 2003, the One Alliance Center Property was approximately 94.2%        
occupied by 24 tenants.                                                         

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Property Management.  The office building portion of the One Alliance 
Center Property is managed by the One Alliance Center Borrower. The parking     
garage portion of the One Alliance Center Property is managed by Central        
Parking System of Georgia, Inc.                                                 

Lockbox, Reserves, Letter of Credit. The One Alliance Center Loan     
documents require that the One Alliance Center Borrower instruct all tenants    
that any and all payments due under the leases are required to be paid directly 
into a lockbox account pursuant to the terms of a cash management agreement.    
Funds in the lockbox account are swept each business day and returned to the    
One Alliance Center Borrower. Upon the occurrence of (i) an event of default    
under the One Alliance Center Loan documents or (ii) a determination by the     
Master Servicer that the debt service coverage ratio for the One Alliance       
Center Property has fallen below 1.25x for the preceding calendar quarter       
(each, a "One Alliance Center Trigger Event"), funds in the lockbox account are 
swept each business day to a cash management account and allocated to reserve   
accounts established at origination for taxes, insurance, monthly debt service, 
capital expenditures and tenant improvements and leasing commissions. Upon a    
determination subsequent to the One Alliance Center Trigger Event by the Master 
Servicer that the debt service coverage ratio for the One Alliance Center       
Property equals or exceeds 1.25x for the preceding calendar quarter and         
provided that no event of default under the One Alliance Center Loan documents  
has occurred and is continuing, the One Alliance Center Borrower's right to     
sweep funds from the lockbox account on each business day shall resume.         

    On each payment date beginning 24 months prior to the expiration of any of
the S1, Towers Perrin or BBDO leases (which expire in August 2011, August 2012  
and November 2011, respectively), the One Alliance Center Borrower is required  
to deposit an amount equal to $10 per net RSF subject to the applicable lease   
in 24 equal monthly installments into the reserve account for tenant            
improvements and leasing commissions for use in re-letting any space within the 
One Alliance Center Property.                                                   

  Under the terms of the lease with S1, the tenant has a one-time right as
of September 2006 to reduce the size of its leased premises by up to one full   
floor, provided that the tenant (i) provides nine months written notice, and    
(ii) pays a termination fee in the amount of six months base rent for the space 
being terminated plus any unamortized costs with respect to such terminated     
space (including broker commissions and tenant improvement allowances). Under   
the terms of the lease with Towers Perrin, the tenant has a one-time right as   
of September 2007 to either (a) terminate its lease or (b) reduce the size of   
its leased premises by approximately 25,000 net RSF, in each case provided that 
the tenant (i) provides twelve months written notice, (ii) pays a termination   
fee in the amount of three months base rent for the space being terminated plus 
any unamortized costs with respect to such terminated space (including broker   
commissions and tenant improvement allowances), and (iii) is not relocating to  
other space in the seven-county Atlanta, Georgia area (or in other property     
owned by the One Alliance Center Sponsor). If, upon termination of the Towers   
Perrin lease, the tenant relocates to other space owned by the One Alliance     
Center Sponsor, the One Alliance Center Sponsor is required to enter into a     
master lease of the vacated Towers Perrin space on terms identical to the lease 
with Towers Perrin. Under the terms of the lease with BBDO, the tenant has a    
one-time right as of November 2006 to either (a) terminate its lease or (b)     
reduce the size of its leased premises, in each case provided that the tenant   
(i) provides twelve months written notice, (ii) pays a termination fee in the   
amount of four months base rent for the space being terminated plus any         
unamortized costs with respect to such terminated space (including broker       
commissions and tenant improvement allowances), and (iii) is not relocating to  
other space in the seven-county Atlanta, Georgia area. The One Alliance Center  
Borrower is required to deposit any lease termination fees from the S1, Towers  
Perrin or BBDO leases into the reserve account for tenant improvements and      
leasing commissions for use in re-letting any space within the One Alliance     
Center Property.                                                                

  Under the terms of the lease with the Government of Japan (the "Japanese
Consulate Lease"), the tenant is entitled to prepay base rent up to one year in 
advance on April 1 of each lease year. Pursuant to the terms of the cash        
management agreement, the One Alliance Center                                   

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Borrower is required to deposit all such prepayments under the Japanese         
Consulate Lease into a reserve account from which, prior to the occurrence of a 
One Alliance Center Trigger Event, an amount equal to the monthly base rent     
under the Japanese Consulate Lease is released monthly to the One Alliance      
Center Borrower. At origination, the One Alliance Center Borrower deposited     
$670,630.75 into the reserve account for rent under the Japanese Consulate      
Lease. The tenant also has a right to terminate the Japanese Consulate Lease at 
any time without penalty if (i) the post of Consulate General of Japan is       
abolished, removed or transferred outside the seven-county Atlanta, Georgia     
metropolitan area or (ii) diplomatic relations are severed between the United   
States and Japan.                                                               

    Under the terms of the lease with S1, the tenant was required to deliver a
letter of credit in the amount of $8,000,000 as security for its obligations    
under such lease, which letter of credit was delivered by the One Alliance      
Center Borrower as additional security for the One Alliance Center Loan.        
Beginning in September 2003 and in each September thereafter and provided that  
the tenant has a net worth of at least $100,000,000, the amount of the letter   
of credit is decreased by $1,000,000 each year.                                 

INTERNATIONAL PAPER OFFICE                                            

                                                        [Enlarge/Download Table]

               LOAN INFORMATION                             PROPERTY INFORMATION            
----------------------------------------------  --------------------------------------------
                                                                                            
Cut-off Date Balance          $34,969,442       Property Type            Suburban Office    
% of Initial Pool Balance     3.4%              Location                 Memphis, TN        
Origination Date              June 6, 2003      Square Footage           214,060            
Maturity Date                 July 1, 2017      Year Built/Renovated     2002/NA            
Mortgage Rate                 5.8000%           Appraised Value          $45,200,000        
Annual Debt Service           $2,464,363        Occupancy                100.0%             
UW DSCR                       1.35x             Occupancy Date           January 11, 2001   
Cut-off Date LTV              77.4%             UW NOI                   $3,405,529         
Balloon LTV                   58.1%             UW NCF                   $3,330,608         

    The Loan. The International Paper Office mortgage loan (the "International
Paper Office Mortgage Loan") was originated by JPMorgan Chase and is secured by 
a first mortgage encumbering an office property located in Memphis, Tennessee   
(the "International Paper Office Property"). The International Paper Office     
Loan was made to Poplar/Massey LLC, a special purpose, bankruptcy remote,       
limited liability company (the "International Paper Office Borrower") that is   
controlled by Mr. Todd Katz and Mr. Pat Gregoire.                               

  The International Paper Office Loan has a remaining amortization term of
359 months and matures on July 1, 2017. The International Paper Office Loan may 
not be prepaid prior to October 1, 2016. The International Paper Office Loan    
may be prepaid, in whole, without payment of a prepayment premium at any time   
thereafter. The International Paper Office Loan is subject to Defeasance, in    
whole, beginning on September 1, 2005.                                          

  The Property. The International Paper Office Property is a single tenant
class "A" Office Tower, located in Memphis, Tennessee, in the northwest         
quadrant of Popular Avenue and International Place, in Shelby County,           
Tennessee, approximately 10 miles east of Louisville's Central Business         
District. The International Paper Office Property was built in 2002 and is the  
third of three identically designed buildings in International Place. The       
International Paper Office Property contains approximately 214,060 square feet  
on approximately 2.56 acres with 620 parking spaces. The International Paper    
Office Property is leased to a single tenant, International Paper Company (the  
long-term debt rating of which is "BBB" by S&P and "Baa2" by Moody's), and      
serves as part of the company's corporate headquarters. As of March 1, 2003,    
overall occupancy was 100%.                                                     

    Property Management. The International Paper Office Property is managed by
Highwoods Properties, a self-administered and self-managed real estate          
investment trust specializing in the                                            

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development, management and leasing of office buildings in the United States.   
Highwoods also developed, and has managed, since construction completion, the   
other two adjacent identical towers.                                            

Lockbox and Reserves. The International Paper Office Loan documents   
require that the International Paper Office Borrower instruct the tenants that  
any and all tenant payments due under the applicable tenant leases are to be    
paid directly into a lockbox account pursuant to the terms of a cash management 
agreement. The International Paper Office Borrower is required to make monthly  
cash reserves deposits for replacement reserves in the amount of $1,500.        

DEERFIELD MALL                                                        

                                                        [Enlarge/Download Table]

                 LOAN INFORMATION                                 PROPERTY INFORMATION              
--------------------------------------------------  ------------------------------------------------
                                                                                                    
Cut-off Date Balance          $32,453,953           Property Type            Anchored Retail        
% of Initial Pool Balance     3.1%                  Location                 Deerfield Beach, FL    
Origination Date              January 15, 2003      Square Footage           371,158                
Maturity Date                 February 1, 2013      Year Built/Renovated     1988/NA                
Mortgage Rate                 5.9000%               Appraised Value          $43,000,000            
Annual Debt Service           $2,323,909            Occupancy                96.3%                  
UW DSCR                       1.38x                 Occupancy Date           March 31, 2003         
Cut-off Date LTV              75.5%                 UW NOI                   $3,408,751             
Balloon LTV                   64.2%                 UW NCF                   $3,206,230             

The Loan. The Deerfield Mall mortgage loan (the "Deerfield Mall Loan")
loan was originated by JPMorgan Chase and is secured by a first mortgage        
encumbering an anchored shopping center located in Deerfield Beach, Florida     
(the "Deerfield Mall Property"). The Deerfield Mall Loan was made to RM         
Deerfield Mall, LLLP, a special purpose limited liability limited partnership   
(the "Deerfield Mall Borrower") that is jointly controlled by Mr. Barry Ross    
and Mr. William Martz.                                                          

 The Deerfield Mall Loan has a remaining amortization term of 354 months
and matures on February 1, 2013. The Deerfield Mall Loan may not be prepaid     
prior to November 1, 2012. The Deerfield Mall Loan may be prepaid, in whole,    
without payment of a prepayment premium at any time thereafter. The Deerfield   
Mall Loan is subject to Defeasance, in whole, beginning on September 1, 2005.   

  The Property. The Deerfield Mall Property is an anchored shopping center
located in Deerfield Beach, Florida, approximately 2.5 miles west of I-95 and   
approximately 1.5 miles northeast of the Florida Turnpike. The Deerfield Mall   
Property was built in 1988 and contains approximately 371,158 square feet on    
approximately 41.17 acres with 1,816 parking spaces. The Deerfield Mall is      
anchored by TJ Maxx, Publix Supermarkets, and Harcourt General. The Deerfield   
Mall benefits from its location next to Century Village, an 8,500 unit          
retirement community with bus access to the Deerfield Mall. As of March 31,     
2003, overall occupancy was 100%.                                               

    Property Management. The Deerfield Mall Property is managed by Ross Realty
Investments, a South Florida commercial real estate firm with a portfolio of    
properties over 4,500,000 square feet.                                          

  Lockbox and Reserves. The Deerfield Mall Loan does not require a lockbox
account. The Deerfield Mall Loan requires monthly reserves for capital          
expenditures, taxes, and insurance in the amount of $3,300, $78,903, $18,456,   
respectively. In addition, the Deerfield Mall Borrower deposited at origination 
$325,000 into a tenant improvement and leasing commissions reserve account. If  
the account is drawn upon, a monthly deposit will be required until the capped  
amount of $325,000 is replenished.                                              

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SHELBYVILLE ROAD PLAZA                                                

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                LOAN INFORMATION                               PROPERTY INFORMATION             
------------------------------------------------  ----------------------------------------------
                                                                                                
Cut-off Date Balance          $31,150,000         Property Type            Anchored Retail      
% of Initial Pool Balance     3.0%                Location                 Louisville, KY       
Origination Date              April 30, 2003      Square Footage           250,057              
Maturity Date                 March 1, 2022       Year Built/Renovated     1955/2001            
Mortgage Rate                 6.0000%             Appraised Value          $40,500,000          
Annual Debt Service           $2,834,011          Occupancy                100.0%               
UW DSCR                       1.21x               Occupancy Date           February 14, 2003    
Cut-off Date LTV              76.9%               UW NOI                   $3,599,289           
Balloon LTV                   1.5%                UW NCF                   $3,436,752           

   The Loan. The Shelbyville Road Plaza mortgage loan (the "Shelbyville Road
Plaza Loan") was originated by JPMorgan Chase and is secured by a first         
mortgage encumbering an anchored shopping center located in Louisville,         
Kentucky (the "Shelbyville Road Property"). The Shelbyville Road Loan was made  
to Shelbyville Road Plaza LLC, a special purpose, bankruptcy remote, limited    
liability company (the "Shelbyville Road Borrower") that is controlled by Mr.   
J. Scott Hagan and Mr. H. Benton Seay.                                          

  The Shelbyville Road Plaza Loan has a remaining amortization term of 216
months and matures on March 1, 2022. The Shelbyville Road Loan requires         
payments of only interest through March, 2004. The Shelbyville Road Plaza Loan  
may not be prepaid prior to March 1, 2020. The Shelbyville Road Plaza Loan may  
be prepaid, in whole, without payment of a prepayment premium at any time       
thereafter. The Shelbyville Road Plaza is subject to Defeasance, in whole,      
beginning on September 1, 2005.                                                 

The Property. The Shelbyville Road Plaza Property is a shopping center
located in Louisville, Kentucky, at the southwest corner of Shelbyville Road    
and Bowling Boulevard in Jefferson County, approximately 10 miles east of       
Louisville's Central Business District. The Shelbyville Road Plaza Property was 
originally constructed in 1955 and was substantially renovated in 2001. The     
Shelbyville Road Plaza Property contains approximately 250,057 square feet on   
approximately 17.28 acres with 1,254 parking spaces. National tenants include   
Circuit City, Wild Oats Markets, and Linens 'N Things. As of February 14, 2003, 
overall occupancy was 100%.                                                     

Property Management. Shelbyville Road Plaza is managed by Hagan Seay  
Properties, Inc, which has over 15 years of management and leasing experience.  

   Lockbox and Reserves. All rents payable by tenants of properties included
in the Shelbyville Road Loan are paid directly into a Lockbox Account. Funds in 
the lockbox are required to be allocated monthly to fund reserves. At           
origination, the Shelbyville Road Borrower funded initial reserves of $75,500   
for environmental costs, $85,824 for taxes, and $20,641 for insurance premiums. 
The Shelbyville Road Borrower is required to make monthly cash reserves         
deposits for real estate taxes in the amount of $9,536, and for insurance       
premiums in the amount of $5,160. In addition, commencing in January 2004, the  
Shelbyville Road Borrower will be required to make (i) monthly deposits into a  
tenant improvement and leasing commissions reserve account capped at $350,000   
and (ii) monthly deposits of $2,715 into a replacement reserve account.         

ARD LOANS                                                                       

  19 mortgage loans (the "ARD Loans"), representing approximately 24.4% of
the Initial Pool Balance, provide that, if after a certain date (each, an       
"Anticipated Repayment Date"), the borrower has not prepaid the respective ARD  
Loan in full, any principal outstanding on that date will accrue interest at an 
increased interest rate (the "Revised Rate") rather than the stated Mortgage    
Rate (the "Initial Rate"). The Anticipated Repayment Date for each ARD Loan is  
generally 10 years after the closing of such ARD Loan. The Revised Rate for     
each ARD Loan is generally equal to the greater of the Initial Rate plus 2% or  
the then-current treasury rate                                                  

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corresponding to a term equal to the remaining amortization period of such ARD  
Loan plus 2% per annum. After the Anticipated Repayment Date, these ARD Loans   
further require that all cash flow available from the related Mortgaged         
Property after payment of the Periodic Payments required under the terms of the 
related loan documents and all escrows and property expenses required under the 
related loan documents be used to accelerate amortization of principal on the   
respective ARD Loan. While interest at the Initial Rate continues to accrue and 
be payable on a current basis on the ARD Loans after their Anticipated          
Repayment Dates, the payment of interest at the excess of the Revised Rate over 
the Initial Rate for the ARD Loans will be deferred and will be required to be  
paid, with interest, only after the outstanding principal balance of the        
respective ARD Loan has been paid in full, at which time the deferred interest  
will be paid to the holders of the Class NR certificates.                       

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

CERTAIN TERMS AND CONDITIONS OF THE MORTGAGE LOANS                              

    Mortgage Loans. All of the mortgage loans have due dates that occur on the
1st day of each month. 3 mortgage loans, representing approximately 10.8% of    
the Initial Pool Balance, provide for no grace period. 10 mortgage loans,       
representing approximately 7.7% of the Initial Pool Balance, provide for a      
grace period of 5 days. 109 mortgage loans, representing approximately 70.6% of 
the Initial Pool Balance provide for a grace period of 7 days. 1 mortgage loan, 
representing approximately 0.5% of the Initial Pool Balance, provides for a     
grace period of 8 days. 5 mortgage loans, representing approximately 10.4% of   
the Initial Pool Balance, provide for a grace period of 10 days. 126 mortgage   
loans, representing approximately 99.0% of the Initial Pool Balance, accrue     
interest on the basis of the actual number of days in a month, assuming a       
360-day year ("Actual/360 Basis"). The remaining 2 mortgage loans, representing 
approximately 1.0% of the Initial Pool Balance, accrue interest on the basis of 
twelve 30-day months, assuming a 360-day year ("30/360 Basis").                 

  118 mortgage loans, representing approximately 93.9% of the Initial Pool
Balance, provide for monthly payments of principal based on amortization        
schedules significantly longer than the remaining terms of the related mortgage 
loans. These mortgage loans will have balloon payments due at their stated      
maturity dates or Anticipated Repayment Dates, as the case may be. 9 mortgage   
loans, representing approximately 24.4% of the Initial Pool Balance, provide    
for monthly payments of principal that will result in a substantial principal   
payment at their Anticipated Repayment Dates if the related borrower prepays    
the mortgage loan on that date. 8 mortgage loans, representing approximately    
13.6% of the Initial Pool Balance, provided for monthly payments of interest    
only during their respective interest-only periods (which ranged from 6 to 24   
months) followed by payments which would amortize a portion of the principal    
balance of the mortgage loans during their remaining terms based on an          
amortization schedule. 10 mortgage loans, representing approximately 6.1% of    
the Initial Pool Balance, provide for monthly payments of principal that fully  
or substantially amortize the loan over the life of the mortgage loan. 1        
mortgage loan, representing approximately 0.2% of the Initial Pool Balance      
provides for no payments of principal over the life of the loan.                

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

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  (1) 122 of the mortgage loans, representing approximately 96.7% of the
Initial Pool Balance, permit only Defeasance after the expiration of the
Lockout Period; and                                                     

(2) 6 of the mortgage loans, representing approximately 3.3% of the 
 Initial Pool Balance, require that any principal prepayment made during a
specified period of time after the Lockout Period (a "Yield Maintenance 
 Period") be accompanied by a Yield Maintenance Charge (as defined below).

    "Yield Maintenance Charge" will generally be equal to the greater of (i) a
specified percentage of the amount being prepaid or (ii) the present value, as  
of the prepayment date, of the remaining scheduled payments of principal and    
interest from the prepayment date through the maturity date (including any      
balloon payment) determined by discounting such payments at the Discount Rate,  
less the amount of principal being prepaid. The term "Discount Rate" generally  
means the rate, which, when compounded monthly, is equivalent to the Treasury   
Rate when compounded semi-annually, and the term "Treasury Rate" means the      
yield calculated by the linear interpolation of the yields, as reported in      
Federal Reserve Statistical Release H.15-Selected Interest Rates ("Release      
H.15") under the heading "U.S. Government Securities/Treasury Constant          
Maturities" for the week ending prior to the prepayment date, of U.S. Treasury  
Constant Maturities with maturity dates (one longer and one shorter) most       
nearly approximating the maturity date of the mortgage loan. In the event       
Release H.15 is no longer published, the Master Servicer will select a          
comparable publication to determine the Treasury Rate.                          

 With respect to the mortgage loan identified as loan number 27 on Annex
A-1, Yield Maintenance Charge will generally be equal to the greater of (i) 1%  
of the principal amount being prepaid and (ii) the present value of a series of 
payments equal to the Payment Differential and payable on each due date over    
the remaining term of the mortgage loan and, with respect to the principal      
balance due to be outstanding on that date, on the maturity date, discounted at 
the Reinvestment Yield for the number of months remaining as of the date of the 
prepayment to each such due date and the maturity date, respectively. "Payment  
Differential" means an amount equal to (i) the Mortgage Rate less the           
Reinvestment Yield, divided by (ii) twelve and multiplied by (iii) the          
principal amount outstanding under the mortgage loan after application of the   
constant monthly payment due on the date of such prepayment, provided that the  
Payment Differential will not be less than zero. "Reinvestment Yield" means an  
amount equal to the lesser of (i) the yield on the U.S. Treasury issue (primary 
issue) with a maturity date closest to the maturity date, or (ii) the yield on  
the U.S. Treasury issue (primary issue) with a term equal to the remaining      
average life of the indebtedness evidenced by such mortgage loan, with each     
such yield being based on the bid price for such prepayment set forth in the    
notice of prepayment and converted to a monthly compounded nominal yield.       

Yield Maintenance Charges are distributable as described in this      
prospectus supplement under "Description of the Certificates--Allocation of     
Yield Maintenance Charges."                                                     

 The mortgage loans permit voluntary prepayment without the payment of a
Yield Maintenance Charge or any prepayment premium during an "open period"      
immediately prior to the stated maturity date or Anticipated Repayment Date as  
follows:                                                                        

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PREPAYMENT OPEN PERIODS 

                                                        [Enlarge/Download Table]

                           NUMBER OF MORTGAGE    AGGREGATE CUT-OFF    % OF INITIAL POOL
 OPEN PERIOD (PAYMENTS)           LOANS             DATE BALANCE           BALANCE     
------------------------  --------------------  -------------------  ------------------
                                                                                       
1 ......................             1          $   18,165,040                1.7%     
2 ......................             2              64,721,281                6.2      
3 ......................            11              31,737,274                3.0      
4 ......................            96             800,778,119               76.8      
6 ......................             1               5,375,685                0.5      
7 ......................             3              15,395,178                1.5      
10 .....................             1              34,969,442                3.4      
13 .....................             6              16,453,372                1.6      
25 .....................             7              55,222,058                5.3      
                                    --          --------------              -----      
Total ..................           128          $1,042,817,449              100.0%     
                                   ===          ==============              =====      

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

Certain state laws limit the amounts that a lender may collect from a 
borrower as an additional charge in connection with the prepayment of a         
mortgage loan. Certain mortgage loans require the payment of Yield Maintenance  
Charges or prepayment premiums in connection with a prepayment of the related   
mortgage loan with Insurance and/or Condemnation Proceeds as a result of a      
casualty or condemnation. Certain other of the mortgage loans do not require    
the payment of Yield Maintenance Charges in connection with a prepayment of the 
related mortgage loan with Insurance and/or Condemnation Proceeds as a result   
of a casualty or condemnation, provided that no event of default exists. [In    
addition, certain of the mortgage loans permit the related borrower, after a    
partial casualty or partial condemnation, to prepay the remaining principal     
balance of the mortgage loan (after application of the related insurance        
proceeds or condemnation award to pay the principal balance of the mortgage     
loan), which may in certain cases not be accompanied by any prepayment          
consideration, provided that the prepayment of the remaining balance is made    
within a specified period of time following the date of the application of      
proceeds or award.] Furthermore, the enforceability, under the laws of a number 
of states, of provisions providing for payments comparable to the Yield         
Maintenance Charges upon an involuntary prepayment is unclear. We cannot assure 
you that, at the time a Yield Maintenance Charge is required to be made on a    
mortgage loan in connection with an involuntary prepayment, the obligation to   
pay the Yield Maintenance Charge will be enforceable under applicable state     
law. See "Certain Legal Aspects of Mortgage Loans--Default Interest and         
Limitations on Prepayments" in the prospectus.                                  

Defeasance; Collateral Substitution. The terms of 122 of the mortgage 
loans, representing approximately 96.7% of the Initial Pool Balance, permit the 
applicable borrower on any due date after a specified period (the "Defeasance   
Lockout Period"), provided no event of default exists, to obtain a release of   
all or a portion of a Mortgaged Property from the lien of the related           

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Mortgage (a "Defeasance"). The Defeasance Lockout Period is at least two years  
from the Closing Date. The release is subject to certain conditions, including, 
among other conditions, that the borrower:                                      

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

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

    The mortgage loans secured by more than one Mortgaged Property that permit
release of one or more of the Mortgaged Properties generally require that (1)   
prior to the release of a related Mortgaged Property, a specified percentage    
(generally 125%) of the allocated loan amount for the Mortgaged Property be     
defeased and (2) certain debt service coverage ratio and LTV Ratio tests (if    
applicable) be satisfied with respect to the remaining Mortgaged Properties     
after the defeasance.                                                           

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

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

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

  Partial Releases. Certain of the mortgage loans permit a partial release
of an unimproved portion of the related Mortgaged Property upon the             
satisfaction of certain requirements other than pursuant to Defeasance.         

"Due-on-Sale" and "Due-on-Encumbrance" Provisions. The mortgage loans 
contain "due-on-sale" and "due-on-encumbrance" provisions that in each case,    
with limited exceptions, permit the holder of the Mortgage to accelerate the    
maturity of the related mortgage loan if the borrower sells or otherwise        
transfers or encumbers the related Mortgaged Property without the               

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consent of the holder of the Mortgage; provided, however, under the terms of    
certain of the mortgage loans, this consent must be granted if certain          
conditions are met. Certain of the Mortgaged Properties have been, or may       
become, subject to additional financing. See "--Additional Debt" above. The     
Special Servicer, will be required (a) to exercise any right it may have with   
respect to a mortgage loan containing a "due-on-sale" clause (1) to accelerate  
the payments on that mortgage loan, or (2) to withhold its consent to any sale  
or transfer, consistent with the Servicing Standards or (b) to waive its right  
to exercise such rights. With respect to a mortgage loan with a                 
"due-on-encumbrance" clause, the Special Servicer will be required (a) to       
exercise any right it may have with respect to a mortgage loan containing a     
"due-on-encumbrance" clause (1) to accelerate the payments thereon, or (2) to   
withhold its consent to the creation of any additional lien or other            
encumbrance, consistent with the Servicing Standards or (b) to waive its right  
to exercise such rights, provided that, with respect to such rights, it has (i) 
obtained from Moody's and Fitch a confirmation that such waiver would not       
result in the downgrade, withdrawal or qualification of the then-current        
ratings on any Class of outstanding Certificates; provided, however, that (x)   
no such confirmation will be required for any mortgage loan which (1) has an    
outstanding principal balance (together with any cross-collateralized mortgage  
loan) which is less than 2% of the Stated Principal Balance of the mortgage     
loans and (2) has a LTV Ratio less than 85% (determined based upon the          
aggregate of the Stated Principal Balance of the mortgage loan and the          
principal amount of the proposed additional loan) but (y) if such mortgage loan 
is one of the ten largest mortgage loans (by outstanding principal balance),    
then the confirmation of Fitch and Moody's will be required and (ii) obtained   
written confirmation from Fitch and Moody's stating that none of the            
then-current rating or ratings of all outstanding classes of the Certificates   
would be downgraded or withdrawn, as a result of such waiver if the related     
mortgage loan, together with any other mortgage loans cross-collateralized      
therewith, or together with all other mortgage loans with the same or an        
affiliated mortgagor, is one of the ten largest of the then outstanding         
mortgage loans by Stated Principal Balance. Any confirmation required will be   
at the related mortgagor's expense, to the extent permitted by the related      
mortgage loan documents; provided, that to the extent the mortgage loan         
documents are silent as to who bears the costs of any such confirmation, the    
Special Servicer will use reasonable efforts to have the related borrower bear  
such costs and expenses.                                                        

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

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

  In general, the standard form of hazard insurance policy covers physical
damage to, or destruction of, the improvements on the Mortgaged Property by     
fire, lightning, explosion, smoke, windstorm and hail, riot or strike and civil 
commotion, subject to the conditions and exclusions set forth in each policy.   
Each mortgage loan generally also requires the related borrower to maintain     
comprehensive general liability insurance against claims for personal and       
bodily injury, death or property damage occurring on, in or about the related   
Mortgaged                                                                       

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Property in an amount generally equal to at least $1,000,000. Each mortgage     
loan generally further requires the related borrower to maintain business       
interruption insurance in an amount not less than approximately 100% of the     
gross rental income from the related Mortgaged Property for not less than 12    
months. In general, the mortgage loans (including those secured by Mortgaged    
Properties located in California) do not require earthquake insurance. 32 of    
the Mortgaged Properties, securing mortgage loans representing approximately    
19.6% of the Initial Pool Balance, are located in areas that are considered a   
high earthquake risk (seismic zones 3 or 4). These areas include all or parts   
of the States of California, Nevada and Tennessee. No Mortgaged Property has a  
PML in excess of 20%.                                                           

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

ADDITIONAL MORTGAGE LOAN INFORMATION                                            

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

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

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

    For purposes of the statistical information in this prospectus supplement,
unless otherwise noted, all numbers and statistical information include only    
the Pooled Components of the Component Loans. Generally, the exclusion of the   
Non-Pooled Components of the Component Loans (1) decreases the loan-to-value    
ratio of, (2) increases the debt service coverage ratio of, and (3) decreases   
the percentage of the aggregate principal balance of the mortgage loans         
represented by the Component Loans indicated in such statistical information    
because that information is based only on the Pooled Components of the          
Component Loans. References to the original principal balances of the Pooled    
Components of the Component Loans are references to the principal balances of   
those mortgage loans (including the Non-Pooled Components) as of their          
respective origination dates, less the principal balances of the Non-Pooled     
Components as of those dates.                                                   

All information presented in this prospectus supplement (including LTV
Ratios and debt service coverage ratios) with respect to a mortgage loan with a 
Companion Loan is calculated without regard to the related Companion Loan.      

A Current Report on Form 8-K (the "Form 8-K") will be available to    
purchasers of the Offered Certificates on or shortly after the Closing Date and 
will be filed, together with the Pooling and                                    

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Servicing Agreement, with the Securities and Exchange Commission within fifteen 
days after the initial issuance of the Certificates. If mortgage loans are      
removed from or added to the pool of mortgage loans as set forth in the         
preceding paragraph, the removal or addition will be noted in the Form 8-K.     

For a detailed presentation of certain characteristics of the mortgage
loans and the Mortgaged Properties on an individual basis, see Annex A-1. For   
purposes of numerical and statistical information set forth in this prospectus  
supplement and Annex A-1, such numerical and statistical information excludes   
the Companion Loans.                                                            

   The "Underwritten Cash Flow Debt Service Coverage Ratio" or "UW DSCR" for
any mortgage loan for any period, as presented in this prospectus supplement,   
including the tables presented on Annex A-1 and Annex A-2 attached to this      
prospectus supplement, is the ratio of Underwritten Cash Flow calculated for    
the related Mortgaged Property to the amount of total annual debt service on    
such mortgage loan. With respect to any mortgage loan that is part of a         
cross-collateralized group of mortgage loans, the Underwritten Cash Flow Debt   
Service Coverage Ratio is the ratio of the Underwritten Cash Flow calculated    
for the Mortgaged Properties related to the cross-collateralized group to the   
total annual debt service for all of the mortgage loans in the                  
cross-collateralized group. The mortgage loan identified as loan number 85 on   
Annex A-1 to this prospectus supplement, representing approximately 0.3% of the 
Initial Pool Balance, is a credit tenant lease (CTL) loan and is not included   
for purposes of determining the UW DSCRs set forth in the table entitled        
"Underwritten Cash Flow Debt Service Coverage Ratios" in Annex A-2 to this      
prospectus supplement. "Underwritten Cash Flow" or "UW NCF" means the           
Underwritten NOI for the related Mortgaged Property decreased by an amount that 
the related Mortgage Loan Seller has determined to be an appropriate allowance  
for average annual tenant improvements and leasing commissions and/or           
replacement reserves for capital items based upon its underwriting guidelines.  

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

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

The UW NCFs and UW NOIs used as a basis for calculating the UW DSCRs  
presented in this prospectus supplement, including the tables presented on      
Annex A-1 and Annex A-2 were derived principally from operating statements      
obtained from the respective borrowers (the "Operating                          

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Statements"). With respect to mortgage loans secured by newly constructed       
Mortgaged Properties, the UW NCFs and UW NOIs used as a basis for calculating   
UW DSCRs are derived principally from rent rolls, tenant leases and the         
appraisers' projected expense levels. The Operating Statements and rent rolls   
were not audited and in most cases were not prepared in accordance with         
generally accepted accounting principles. To increase the level of consistency  
between the Operating Statements and rent rolls, in some instances, adjustments 
were made to such Operating Statements. These adjustments were principally for  
real estate tax and insurance expenses (e.g., adjusting for the payment of two  
years of expenses in one year), and to eliminate obvious items not related to   
the operation of the Mortgaged Property. However, such adjustments were         
subjective in nature and may not have been made in a uniform manner. The UW NCF 
for residential cooperative Mortgaged Properties is based on projected net      
operating income at the Mortgage Property, as determined by the appraisal       
obtained in connection with the origination of the related mortgage loan,       
assuming that the Mortgaged Property was operated as a rental property with     
rents set at prevailing market rates taking into account the presence of, if    
any, existing rent-controlled or rent-stabilized occupants, if any, reduced by  
underwritten capital expenditures, property operating expenses, a market-rate   
vacancy assumption and projected reserves.                                      

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

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

THE MORTGAGE LOAN SELLERS                                                       

The Mortgage Loan Sellers are JPMorgan Chase Bank, CIBC Inc., ABN AMRO
Bank N.V. and LaSalle Bank National Association. With respect to the mortgage   
loan being sold to the Depositor by Amsterdam Funding Corporation, a commercial 
paper conduit administered by ABN AMRO                                          

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Bank N.V., that mortgage loan was originated by ABN AMRO Bank N.V. and ABN AMRO 
Bank N.V. will be the sole warranting party with respect to such mortgage loan. 
JPMorgan Chase Bank is a subsidiary of J.P. Morgan Chase & Co. and is an        
affiliate of the Depositor and one of the Underwriters. CIBC Inc. is an         
affiliate of one of the Underwriters. ABN AMRO Bank N.V. is an affiliate of one 
of the Mortgage Loan Sellers and also of one of the Underwriters. LaSalle Bank  
National Association is the paying agent, authenticating agent and certificate  
registrar and is also an affiliate of one of the other Mortgage Loan Sellers    
and also of one of the Underwriters.                                            

JPMORGAN CHASE BANK                                                             

    JPMorgan Chase Bank is a wholly-owned bank subsidiary of J.P. Morgan Chase
& Co., a Delaware corporation whose principal office is located in New York,    
New York. JPMorgan Chase Bank is a commercial bank offering a wide range of     
banking services to its customers both domestically and internationally. Its    
business is subject to examination and regulation by Federal and New York State 
banking authorities. As of December 31, 2002, JPMorgan Chase Bank had total     
assets of $622.4 billion, total net loans of $180.6 billion, total deposits of  
$300.6 billion, and total stockholder's equity of $35.5 billion. As of December 
31, 2001, JPMorgan Chase Bank had total assets of $537.8 billion, total net     
loans of $174.9 billion, total deposits of $280.5 billion, and total            
stockholder's equity of $33.3 billion.                                          

CIBC INC.                                                                       

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

ABN AMRO BANK N.V.                                                              

   ABN AMRO Bank N.V. is a wholly-owned subsidiary of ABN AMRO Holding N.V.,
a public limited liability company organized under the laws of The Netherlands  
whose principal offices are located in Amsterdam, Netherlands. ABN AMRO Bank    
N.V. is a bank organized under the laws of The Netherlands. The ABN AMRO group, 
consisting of ABN AMRO Holding N.V. and its subsidiaries, is a global banking   
group offering a wide range of commercial and investment banking products and   
services on a global basis through its network of approximately 3,500 offices   
and branches in more than 60 countries and territories. The One Alliance Center 
Loan was originated by ABN AMRO Bank N.V. and is currently held by Amsterdam    
Funding Corporation, a commercial paper conduit administered by ABN AMRO Bank   
N.V. ABN AMRO Bank N.V. will provide all representations and warranties with    
respect to the One Alliance Center Loan and, accordingly, is referred to as a   
Mortgage Loan Seller in this prospectus supplement.                             

LASALLE BANK NATIONAL ASSOCIATION                                               

   LaSalle Bank National Association is a national banking association whose
principal offices are in Chicago, Illinois. LaSalle Bank National Association   
offers a variety of banking services to customers including commercial and      
retail banking, trust services and asset management. LaSalle Bank National      
Association's business is subject to examination and regulation by federal      
banking authorities and its primary federal bank regulatory authority is the    
Office of the Comptroller of the Currency. LaSalle Bank National Association is 
a subsidiary of ABN AMRO North America, Inc., which is owned by ABN AMRO Bank   
N.V., a bank organized under the laws of The Netherlands. As of June 30, 2003,  
LaSalle Bank National Association had total assets of $53.8 billion. LaSalle    
Bank National Association is acting as the paying agent, authenticating agent   
and certificate registrar for this transaction and is an affiliate of ABN AMRO  
Incorporated, which is an Underwriter.                                          

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The information set forth in this prospectus supplement concerning the
Mortgage Loan Sellers and their underwriting standards has been provided by the 
Mortgage Loan Sellers, and neither the Depositor nor the Underwriters make any  
representation or warranty as to the accuracy or completeness of that           
information.                                                                    

UNDERWRITING GUIDELINES AND PROCESSES                                           

 Each Mortgage Loan Seller has developed guidelines establishing certain
procedures with respect to underwriting the mortgage loans originated or        
purchased by it. Each Mortgage Loan Seller has confirmed to the Depositor and   
the Underwriters that its guidelines are generally consistent with those        
described below. All of the mortgage loans were generally underwritten in       
accordance with such guidelines. One of the mortgage loans (identified as loan  
number 82 on Annex A-1 attached to this prospectus supplement) sold to the      
Depositor by LaSalle Bank National Association was originated by Capital Lease  
Funding, LLC. LaSalle Bank National Association re-underwrote such mortgage     
loan. In some instances, one or more provisions of the guidelines were waived   
or modified where it was determined not to adversely affect the mortgage loans  
in any material respect.                                                        

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

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

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

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

   Environmental Site Assessment. Prior to origination, the related Mortgage
Loan Seller either (i) obtains or updates an environmental site assessment      
("ESA") for a mortgaged property prepared by a qualified environmental firm or  
(ii) obtains an environmental insurance policy for a                            

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mortgaged property. If an ESA is obtained or updated, the related Mortgage Loan 
Seller reviews the ESA to verify the absence of reported violations of          
applicable laws and regulations relating to environmental protection and        
hazardous waste. In cases in which the ESA identifies such violations, the      
related Mortgage Loan Seller requires the mortgagor to carry out satisfactory   
remediation activities prior to the origination of the mortgage loan, to        
establish an operations and maintenance plan or to place sufficient funds in    
escrow at the time of origination of the mortgage loan to complete such         
remediation within a specified period of time, or to obtain an environmental    
insurance policy for the Mortgaged Property or to execute an indemnity          
agreement with respect to such condition.                                       

  In the case of 29 mortgage loans representing approximately 10.2% of the
Initial Pool Balance, a secured creditor environmental insurance policy was     
obtained from American International Group, Inc. and/or an affiliate in lieu of 
an environmental site assessment for each of the related Mortgaged Properties.  

   Each environmental insurance policy insures the trust fund against losses
resulting from certain known and unknown environmental conditions in violation  
of applicable environmental standards at the related Mortgaged Property during  
the applicable policy period, which period continues at least five years beyond 
the maturity date of the related mortgage loan. Subject to certain conditions   
and exclusions, the insurance policies, by their terms, generally provide       
coverage against (i) losses resulting from default under the applicable         
mortgage loan, up to 125% of the outstanding balance of the mortgage loan, if   
on-site environmental conditions in violation of applicable environmental       
standards are discovered at the related Mortgaged Property during the policy    
period and no foreclosure of the Mortgaged Property has taken place, (ii)       
losses from third-party claims against the lender during the policy period for  
bodily injury, property damage or clean-up costs resulting from environmental   
conditions at or emanating from the Mortgaged Property and (iii) after          
foreclosure, costs of clean-up of environmental conditions in violation of      
applicable environmental standards discovered during the policy period to the   
extent required by applicable law, including any court order or other           
governmental directive.                                                         

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

Title Insurance Policy. The mortgagor is required to provide, and the 
related Mortgage Loan Seller reviews, a title insurance policy for each         
Mortgaged Property. The title insurance policy must meet the following          
requirements: (a) the policy must be written by a title insurer licensed to do  
business in the jurisdiction where the mortgaged property is located, (b) the   
policy must be in an amount equal to the original principal balance of the      
mortgage loan, (c) the protection and benefits must run to the mortgagee and    
its successors and assigns, (d) the policy should be written on a standard      
policy form of the American Land Title Association or equivalent policy         
promulgated in the jurisdiction where the mortgaged property is located and (e) 
the legal description of the mortgaged property in the title policy must        
conform to that shown on the survey of the mortgaged property, where a survey   
has been required.                                                              

   Property Insurance. The mortgagor is required to provide, and the related
Mortgage Loan Seller reviews, certificates of required insurance with respect   
to the mortgaged property. Such insurance generally may include: (1) commercial 
general liability insurance for bodily injury or death and property damage; (2) 
an "All Risk of Physical Loss" policy; (3) if applicable, boiler and            

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machinery coverage; (4) if the mortgaged property is located in a flood hazard  
area, flood insurance; and (5) such other coverage as the related Mortgage Loan 
Seller may require based on the specific characteristics of the Mortgaged       
Property.                                                                       

REPRESENTATIONS AND WARRANTIES; REPURCHASES AND SUBSTITUTIONS                   

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

(a) the mortgage loan is not delinquent in payment of principal and 
interest and has not been more than 30 days past due in the twelve-month
period prior to the Closing Date and there is no payment default and, to
 the Mortgage Loan Seller's knowledge, no other default under the mortgage
loan which has a material adverse effect on the mortgage loan without   
giving effect to any applicable notice and grace period;                

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

(c) the Mortgage, together with any separate security agreements,   
establishes a first priority security interest in favor of the Mortgage 
Loan Seller, except in the case of the One Alliance Center Loan, where  
 such interest is established in favor of Amersterdam Funding Corporation,
in all the related borrower's personal property used in, and reasonably 
 necessary to operate the Mortgaged Property, and to the extent a security
interest may be created therein, the proceeds arising from the Mortgaged
Property and any other collateral securing the Mortgage subject only to 
certain permitted encumbrances;                                         

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

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

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

(g) the Mortgaged Property is covered by a title insurance policy   
 insuring that the Mortgage is a valid first lien, subject only to certain
permitted encumbrances;                                                 

     (h) no claims have been made under the related title insurance policy and
 such policy is in full force and effect and will provide that the insured
includes the owner of the mortgage loan;                                

    (i) at the time of the assignment of the mortgage loan to the Depositor,
 the Mortgage Loan Seller or, in the case of the One Alliance Center Loan,
  Amsterdam Funding Corporation, had good title to and was the sole owner of
  the mortgage loan free and clear of any pledge, lien or encumbrance (other
than rights to servicing and related compensation) and such assignment  
  validly transfers ownership of the mortgage loan to the Depositor free and
clear of any pledge, lien or encumbrance;                               

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

     (k) the Mortgage Loan Seller's or, in the case of the One Alliance Center
  Loan, Amsterdam Funding Corporation's, endorsement of the related Mortgage
  Note constitutes the legal and binding assignment of the Mortgage Note and
together with an assignment of                                          

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mortgage and the assignment of the assignment of leases and rents, legally
and validly conveys all right, title and interest in the mortgage loan and
related mortgage loan documents;                                          

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

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

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

(o) none of the mortgage loan documents is subject to any right of  
rescission, set-off, valid counterclaim or defense;                     

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

(q) to the Mortgage Loan Seller's knowledge, as of the date of      
origination of the mortgage loan, based on inquiry customary in the     
industry, and to the Mortgage Loan Seller's actual knowledge, as of the 
  Closing Date, the related Mortgaged Property is, in all material respects,
  in compliance with, and is used and occupied in accordance with applicable
law;                                                                    

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

   (s) as of the date of origination of the mortgage loan, and to Mortgage
Loan Seller's actual knowledge, as of the Closing Date, the Mortgaged   
Property is covered by insurance policies providing coverage against    
certain losses or damage;                                               

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

(u) to the Mortgage Loan Seller's knowledge, as of the date of      
origination of the mortgage loan, and to Mortgage Loan Seller's actual  
 knowledge, as of the Closing Date, there are no pending actions, suits or
  proceedings by or before any court or other governmental authority against
  or affecting the related borrower under the mortgage loan or the Mortgaged
Property which, if determined against the borrower or property would    
materially and adversely affect the value of such property or ability of
the borrower to pay principal, interest and other amounts due under the 
mortgage loan.                                                          

If a Mortgage Loan Seller has been notified of a breach of any of the 
foregoing representations and warranties or of a document defect that in any    
case materially and adversely affects the value of a mortgage loan, the related 
Mortgaged Property or the interests of the Certificateholders in the mortgage   
loan, and if the respective Mortgage Loan Seller cannot cure the breach or      
defect within a period of 90 days following the earlier of its receipt of that  
notice and its discovery of the breach or defect (the "Initial Resolution       
Period"), then the respective Mortgage Loan Seller will be obligated, pursuant  
to the respective Purchase Agreement (the relevant rights under which will be   
assigned, together with the mortgage loans, to the Trustee),                    

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to (a) repurchase the affected mortgage loan or the related REO Loan within the 
90-day period (or with respect to certain document defects, an extended cure    
period), at a price (the "Purchase Price") equal to the sum of (1) the          
outstanding principal balance of the mortgage loan (or related REO Loan) as of  
the date of purchase, (2) all accrued and unpaid interest on the mortgage loan  
(or the related REO Loan) at the related Mortgage Rate, in effect from time to  
time (excluding any portion of such interest that represents additional         
interest on an ARD Loan), to, but not including, the due date immediately       
preceding the Determination Date for the Due Period of purchase, (3) all        
related unreimbursed Servicing Advances plus accrued and unpaid interest on all 
related Advances at the Reimbursement Rate, Special Servicing Fees (whether     
paid or unpaid) and additional trust fund expenses in respect of the mortgage   
loan or related REO Loan, if any, (4) solely in the case of a repurchase or     
substitution by a Mortgage Loan Seller, all reasonable out-of-pocket expenses   
reasonably incurred or to be incurred by the Master Servicer, the Special       
Servicer, the Depositor or the Trustee in respect of the breach or defect       
giving rise to the repurchase obligation, including any expenses arising out of 
the enforcement of the repurchase obligation, including, without limitation,    
legal fees and expenses and any additional trust fund expenses relating to such 
mortgage loan (or related REO Loan), and (5) Liquidation Fees, if any, payable  
with respect to the affected mortgage loan or (b) substitute a Qualified        
Substitute Mortgage Loan and pay any shortfall amount equal to the difference   
between the Purchase Price of the mortgage loan calculated as of the date of    
substitution and the stated principal balance of the Qualified Substitute       
Mortgage Loan as of the date of substitution; provided, that the applicable     
Mortgage Loan Seller generally has an additional 90-day period to cure the      
breach or default if it is diligently proceeding toward that cure, and has      
delivered to each Rating Agency, the Master Servicer, the Special Servicer, the 
Trustee and the Directing Certificateholder an officer's certificate that       
describes the reasons that a cure was not effected within the Initial           
Resolution Period. Notwithstanding the foregoing, the actions specified in (a)  
and (b) of the preceding sentence must be taken within 90 days following the    
earlier of the Mortgage Loan Seller's receipt of notice or discovery of a       
breach or defect, with no extension, if such breach or defect would cause the   
mortgage loan not to be a "qualified mortgage" within the meaning of Section    
860G(a)(3) of the Code.                                                         

    If a repurchase obligation arises for any mortgage loan, the Mortgage Loan
Seller will also be required to repurchase any mortgage loan                    
cross-collateralized with that mortgage loan; provided, that the Mortgage Loan  
Seller will not be required to repurchase the mortgage loan, or all of the      
cross-collateralized mortgage loans, if the affected Mortgaged Property may be  
released pursuant to the terms of any partial release provisions in the related 
mortgage loan documents and the remaining Mortgaged Property(ies) satisfies the 
requirements, if any, set forth in the mortgage loan for Mortgaged              
Property(ies) remaining after application of the partial release provisions or, 
in the alternative, at the sole discretion of the Directing Certificateholder,  
the credit of the remaining loans comprising the pool of cross-collateralized   
loans is acceptable.                                                            

  A "Qualified Substitute Mortgage Loan" is a mortgage loan which must, on
the date of substitution: (a) have an outstanding principal balance, after      
application of all scheduled payments of principal and/or interest due during   
or prior to the month of substitution, not in excess of the outstanding         
principal balance of the deleted mortgage loan as of the due date in the        
calendar month during which the substitution occurs; (b) have a Mortgage Rate   
not less than the Mortgage Rate of the deleted mortgage loan; (c) have the same 
due date and a grace period no longer than that of the deleted mortgage loan;   
(d) accrue interest on the same basis as the deleted mortgage loan (for         
example, on the basis of a 360-day year consisting of twelve 30-day months);    
(e) have a remaining term to stated maturity not greater than, and not more     
than two years less than, the remaining term to stated maturity of the deleted  
mortgage loan; (f) have a then-current LTV Ratio not higher than that of the    
deleted mortgage loan as of the Closing Date and a current LTV Ratio not higher 
than the then-current LTV Ratio of the deleted mortgage loan, in each case      
using a "value" for the mortgaged property as determined using an appraisal     
conducted by a member of the Appraisal Institute ("MAI"); (g) comply with all   
of the representations and warranties set forth in the applicable Purchase      
Agreement; (h) have an                                                          

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environmental report with respect to the related Mortgaged Property which will  
be delivered as a part of the related mortgage file; (i) have a then current    
debt service coverage ratio not less than the original debt service coverage    
ratio of the deleted mortgage loan as of the Closing Date, and a current debt   
service coverage ratio of not less than the current debt service coverage ratio 
of the deleted mortgage loan; (j) constitute a "qualified replacement mortgage" 
within the meaning of Section 860G(a)(4) of the Code as evidenced by an opinion 
of counsel (provided at the applicable Mortgage Loan Seller's expense); (k) not 
have a maturity date after the date two years prior to the Rated Final          
Distribution Date; (l) have prepayment restrictions comparable to those of the  
deleted mortgage loan; (m) not be substituted for a deleted mortgage loan       
unless the Trustee has received prior confirmation in writing by each Rating    
Agency that the substitution will not result in the withdrawal, downgrade, or   
qualification of the then-current rating assigned by such Rating Agency to any  
Class of Certificates then rated by such Rating Agency, respectively (the cost, 
if any, of obtaining the confirmation to be paid by the applicable Mortgage     
Loan Seller); (n) have been approved by the Directing Certificateholder; (o)    
prohibit Defeasance within two years of the Closing Date; and (p) not be        
substituted for a deleted mortgage loan if it would result in the termination   
of the REMIC status of any of the Loan REMIC, the Lower-Tier REMIC or the       
Upper-Tier REMIC or the imposition of tax on any REMIC other than a tax on      
income expressly permitted or contemplated to be received by the terms of the   
Pooling and Servicing Agreement. In the event that more than one mortgage loan  
is substituted for a deleted mortgage loan or mortgage loans, then (x) the      
amounts described in clause (a) are required to be determined on the basis of   
aggregate principal balances, (y) each proposed substitute mortgage loan shall  
individually satisfy each of the requirements specified in clauses (a) through  
(p), and (z) the rates described in clause (b) above and the remaining term to  
stated maturity referred to in clause (e) above are required to be determined   
on a weighted average basis, provided that no individual Mortgage Rate (net of  
the Servicing Fee and the Trustee Fee) shall be lower than the highest fixed    
Pass-Through Rate (and not subject to a cap equal to the WAC Rate) of any class 
of Certificates having a principal balance then outstanding. When a Qualified   
Substitute Mortgage Loan is substituted for a deleted mortgage loan, the        
applicable Mortgage Loan Seller will be required to certify that the mortgage   
loan meets all of the requirements of the above definition and send the         
certification to the Trustee and the Directing Certificateholder.               

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

LOCKBOX ACCOUNTS                                                                

With respect to 44 mortgage loans (the "Lockbox Loans"), representing 
approximately 54.8% of the Initial Pool Balance, one or more accounts           
(collectively, the "Lockbox Accounts") have been or may be established into     
which the related borrower, property manager and/or tenants directly deposit    
rents or other revenues from the related Mortgaged Property. Pursuant to the    
terms of 4 Lockbox Loans, representing approximately 3.7% of the Initial Pool   
Balance, the related Lockbox Accounts were required to be established on the    
origination dates of the related mortgage loans                                 

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into which operating lessees are required to make deposits directly and amounts 
may not be released to the borrowers, unless, with respect to certain Lockbox   
Loans, all debt service and required reserve account deposits have been made.   
Pursuant to the terms of 5 Lockbox Loans, representing approximately 19.1% of   
the Initial Pool Balance, a cash management account was required to be          
established for such mortgage loans on or about the origination date of such    
mortgage loans into which the operating lessees are required to deposit rents   
directly, but the related borrower will have withdrawal rights until the        
occurrence of certain events specified in the related mortgage loan documents.  
Pursuant to the terms of 34 Lockbox Loans, representing approximately 31.2% of  
the Initial Pool Balance, the related mortgage loan documents provide for the   
establishment of a Lockbox Account upon the occurrence of certain events (such  
as (i) an event of default under the related mortgage loan documents, (ii) the  
date 3 months prior to the Anticipated Repayment Date or (iii) the related      
Anticipated Repayment Date). With respect to 1 Lockbox Loan, representing       
approximately 0.8% of the Initial Pool Balance, a Lockbox Account has been      
established into which the borrower or the property manager is required to      
deposit on a regular basis all rents and revenues received from the related     
Mortgaged Property. Except as set forth above, the agreements governing the     
Lockbox Accounts provide that the borrower has no withdrawal or transfer rights 
with respect to the related Lockbox Account. The Lockbox Accounts will not be   
assets of any REMIC.                                                            

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DESCRIPTION OF THE CERTIFICATES 

GENERAL                                                                         

The Certificates will be issued pursuant to a pooling and servicing   
agreement, among the Depositor, the Master Servicer, the Special Servicer, the  
Paying Agent and the Trustee (the "Pooling and Servicing Agreement") and will   
represent in the aggregate the entire beneficial ownership interest in the      
trust fund consisting of: (1) the mortgage loans (including the Non-Pooled      
Components of the Component Loans) and all payments under and proceeds of the   
mortgage loans received after the cut-off date (exclusive of payments of        
principal and/or interest due on or before the cut-off date); (2) any REO       
Property; (3) those funds or assets as from time to time are deposited in the   
Certificate Account, the Distribution Accounts, the Component Distribution      
Accounts, the Interest Reserve Account, the Excess Interest Distribution        
Account, the Gain on Sale Reserve Account or the REO Account, if established;   
(4) the rights of the mortgagee under all insurance policies with respect to    
the mortgage loans; and (5) certain rights of the Depositor under the Purchase  
Agreements relating to mortgage loan document delivery requirements and the     
representations and warranties of each Mortgage Loan Seller regarding the       
mortgage loans it sold to the Depositor.                                        

The Depositor's Commercial Mortgage Pass-Through Certificates, Series 
2003-CIBC6 (the "Certificates") will consist of the following 25 classes (each, 
a "Class"): the Class A-1 and Class A-2 certificates (collectively, the "Class  
A Certificates"), the Class X-1 and Class X-2 certificates (collectively, the   
"Class X Certificates"), Class B, Class C, Class D, Class E, Class F, Class G,  
Class H, Class J, Class K, Class L, Class M, Class N, Class NR, Class AC-1,     
Class AC-2, Class AC-3, Class BM-1, Class BM-2, Class BM-3, Class R and Class   
LR certificates. The Class A Certificates and the Class X Certificates are      
referred to collectively in this prospectus supplement as the "Senior           
Certificates." The Class B, Class C, Class D, Class E, Class F, Class G, Class  
H, Class J, Class K, Class L, Class M, Class N and Class NR certificates are    
referred to collectively in this prospectus supplement as the "Subordinate      
Certificates." The Class B, Class C and Class D certificates are referred to in 
this prospectus supplement as the "Subordinate Offered Certificates." The Class 
R and Class LR certificates are referred to collectively in this prospectus     
supplement as the "Residual Certificates." The Class BM-1, Class BM-2 and Class 
BM-3 certificates are referred to collectively in this prospectus supplement as 
the "Class BM Certificates." The Class AC-1, Class AC-2 and Class AC-3          
certificates are referred to collectively in this prospectus supplement as the  
"Class AC Certificates." The Class AC Certificates and the Class BM             
Certificates are referred to collectively in this prospectus supplement as the  
"Component Loan Certificates."                                                  

 Only the Class A, Class B, Class C and Class D certificates are offered
hereby (collectively, the "Offered Certificates"). The Class X-1, Class X-2,    
Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class   
N, Class NR, Class R and Class LR certificates and the Class AC Certificates    
and Class BM Certificates (collectively, the "Non-Offered Certificates") have   
not been registered under the Securities Act of 1933 and are not offered        
hereby.                                                                         

The "Certificate Balance" of any Class of Certificates (other than the
Class X Certificates and Residual Certificates) outstanding at any time         
represents the maximum amount which its holders are entitled to receive as      
distributions allocable to principal from the cash flow on the mortgage loans   
and the other assets in the trust fund. On each Distribution Date, the          
Certificate Balance of each such Class of Certificates will be reduced by any   
distributions of principal actually made on, and any Collateral Support Deficit 
(or in the case of the Component Loan Certificates, any related Component Loan  
Collateral Support Deficit) actually allocated to, that Class of Certificates   
on that Distribution Date. The initial Certificate Balance of each Class of     
Offered Certificates is expected to be the balance set forth on the cover of    
this prospectus supplement. The Class X-1 and Class X-2 certificates and the    
Residual Certificates will not have Certificate Balances or entitle their       
holders to distributions of principal.                                          

The Class X Certificates will not have Certificate Balances, but will 
represent, in the aggregate, the right to receive distributions of interest in  
an amount equal to the aggregate                                                

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interest accrued on the applicable notional amounts (each, a "Notional Amount") 
of the classes of Class X Certificates. The Notional Amount of the Class X-1    
certificates will equal the aggregate of the Certificate Balances of each Class 
of Certificates (other than the Class X-1, Class X-2, Class R and Class LR      
certificates, the Class AC Certificates and the Class BM Certificates) (the     
"Principal Balance Certificates") outstanding from time to time. The initial    
Notional Amount of the Class X-1 certificates will be approximately             
$1,042,817,449.                                                                 

The Notional Amount of the Class X-2 certificates will equal:         

    (1) up to and including the Distribution Date in August 2004, the sum of
(a) the lesser of $204,819,000 and the Certificate Balance of the Class 
 A-1 certificates, and (b) the aggregate of the Certificate Balance of the
Class A-2, Class B, Class C, Class D, Class E, Class F, Class H, Class J
and Class K certificates;                                               

    (2) after the Distribution Date in August 2004 through and including the
Distribution Date in August 2005, the sum of (a) the lesser of          
  $150,126,000 and the Certificate Balance of the Class A-1 certificates and
(b) the aggregate of the Certificate Balance of the Class A-2, Class B, 
Class C, Class D, Class E, Class F, Class H, Class J and Class K        
certificates;                                                           

    (3) after the Distribution Date in August 2005 through and including the
  Distribution Date in August 2006, the sum of (a) the lesser of $93,309,000
and the Certificate Balance of the Class A-1 certificates, (b) the      
aggregate of the Certificate Balance of the Class A-2, Class B, Class C,
Class D, Class E, Class F, Class H and Class J certificates and (c) the 
lesser of $6,820,000 and the Certificate Balance of the Class K         
certificates;                                                           

    (4) after the Distribution Date in August 2006 through and including the
  Distribution Date in August 2007, the sum of (a) the lesser of $39,722,000
and the Certificate Balance of the Class A-1 certificates, (b) the      
aggregate of the Certificate Balance of the Class A-2, Class B, Class C,
Class D, Class E and Class F certificates and (c) the lesser of         
$13,863,000 and the Certificate Balance of the Class H certificates;    

    (5) after the Distribution Date in August 2007 through and including the
Distribution Date in August 2008, the sum of (a) the lesser of          
  $642,208,000 and the Certificate Balance of the Class A-2 certificates (b)
  the aggregate of the Certificate Balance of the Class B, Class C, Class D,
 Class E and Class F certificates and (c) the lesser of $1,119,000 and the
Certificate Balance of the Class H certificates;                        

    (6) after the Distribution Date in August 2008 through and including the
Distribution Date in August 2009, the sum of (a) the lesser of          
$594,607,000 and the Certificate Balance of the Class A-2 certificates, 
 and (b) the aggregate of the Certificate Balance of the Class B, Class C,
Class D, Class E and Class F certificates;                              

    (7) after the Distribution Date in August 2009 through and including the
Distribution Date in August 2010, the sum of (a) the lesser of          
  $543,350,000 and the Certificate Balance of the Class A-2 certificates (b)
 the aggregate of the Certificate Balance of the Class B, Class C, Class D
and Class E certificates and (c)  the lesser of $2,108,000 and the      
Certificate Balance of the Class F certificates; and                    

(8) after the Distribution Date in August 2010, $0.                 

The initial Notional Amount of the Class X-2 certificates will be     
approximately $988,823,000.                                                     

  The Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
M, Class N and Class NR certificates will have an aggregate initial Certificate 
Balance of approximately $95,157,449. The Class AC Certificates will have an    
aggregate initial Certificate Balance of approximately $7,991,040. The Class BM 
Certificates will have an aggregate initial Certificate Balance of              
approximately $15,000,000.                                                      

   The Offered Certificates will be maintained and transferred in book-entry
form and issued in denominations of $10,000 initial Certificate Balance, and    
integral multiples of $1 in excess of that amount. The "Percentage Interest"    
evidenced by any Certificate (other than the Residual                           

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Certificates) is equal to its initial denomination as of the Closing Date,      
divided by the initial Certificate Balance or Notional Amount of the Class to   
which it belongs.                                                               

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

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

PAYING AGENT, CERTIFICATE REGISTRAR AND AUTHENTICATING AGENT                    

   LaSalle Bank National Association, a national banking association, one of
the Mortgage Loan Sellers, will serve as Paying Agent (in that capacity, the    
"Paying Agent"). LaSalle Bank National Association is also an affiliate of one  
of the underwriters. In addition, LaSalle Bank National Association will        
initially serve as registrar (in that capacity, the "Certificate Registrar")    
for the purposes of recording and otherwise providing for the registration of   
the Offered Certificates and of transfers and exchanges of the definitive       
certificates, if issued, and as authenticating agent of the Certificates (in    
that capacity, the "Authenticating Agent"). The Paying Agent's address is 135   
S. LaSalle Street, Suite 1625, Chicago, Illinois 60603, Attention: Asset-Backed 
Securities Trust Services Group-JPMorgan 2003-CIBC6 and its telephone number is 
(312) 904-9387. As compensation for the performance of its routine duties, the  
Paying Agent will be paid a fee (the "Paying Agent Fee"). The Paying Agent Fee  
will be payable monthly from amounts received in respect of the mortgage loans  
and will accrue at a rate (the "Paying Agent Fee Rate"), which, together with   
the rate at which the Trustee Fee accrues, is equal to the Trustee Fee Rate and 
will be calculated as described under "--The Trustee" below. In addition, the   
Paying Agent will be entitled to recover from the trust fund all reasonable     
unanticipated expenses and disbursements incurred or made by the Paying Agent   
in accordance with any of the provisions of the Pooling and Servicing           
Agreement, but not including routine expenses incurred in the ordinary course   
of performing its duties as Paying Agent under the Pooling and Servicing        
Agreement, and not including any expense or disbursement as may arise from its  
willful misfeasance, negligence or bad faith. The Pooling and Servicing         
Agreement will also provide for the indemnification of the Paying Agent from    
the trust fund for comparable losses, liabilities and expenses to those subject 
to indemnification for the Trustee as described under "Description of Pooling   
Agreements-- Certain Matters Regarding the Trustee" in the prospectus.          

BOOK-ENTRY REGISTRATION AND DEFINITIVE CERTIFICATES                             

 General. Certificate Owners may hold their Certificates through DTC (in
the United States) or Clearstream or Euroclear (in Europe) if they are          
Participants in that system, or indirectly through organizations that are       
Participants in those systems. Clearstream and Euroclear will hold omnibus      
positions on behalf of the Clearstream Participants and the Euroclear           
Participants, respectively, through customers' securities accounts in           
Clearstream's and Euroclear's names on the                                      

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

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

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

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

    Certificate Owners that are not Direct or Indirect Participants but desire
to purchase, sell or otherwise transfer ownership of, or other interests in,    
the Offered Certificates may do so only through Direct and Indirect             
Participants. In addition, Certificate Owners will receive all distributions of 
principal of and interest on the Offered Certificates from the Paying Agent     
through DTC and its Direct and Indirect Participants. Accordingly, Certificate  
Owners may experience delays in their receipt of payments, since those payments 
will be forwarded by the Paying Agent to Cede & Co., as nominee of DTC. DTC     
will forward those payments to its Participants, which thereafter will forward  
them to Indirect Participants or beneficial owners of Offered Certificates.     
Except as otherwise provided under "--Reports to Certificateholders; Certain    
Available Information" below, Certificate Owners will not be recognized by the  
Trustee, the Paying Agent, the Special Servicer or the Master Servicer as       
holders of record of Certificates and Certificate Owners will be permitted to   
receive information furnished to Certificateholders and to exercise the rights  
of Certificateholders only indirectly through DTC and its Direct and Indirect   
Participants.                                                                   

    Under the rules, regulations and procedures creating and affecting DTC and
its operations (the "Rules"), DTC is required to make book-entry transfers of   
the Offered Certificates among Participants and to receive and transmit         
distributions of principal of, and interest on, the Offered Certificates.       
Direct and Indirect Participants with which Certificate Owners have accounts    
with respect to the Offered Certificates similarly are required to make         
book-entry transfers and receive                                                

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and transmit the distributions on behalf of their respective Certificate        
Owners. Accordingly, although Certificate Owners will not possess physical      
certificates evidencing their interests in the Offered Certificates, the Rules  
provide a mechanism by which Certificate Owners, through their Direct and       
Indirect Participants, will receive distributions and will be able to transfer  
their interests in the Offered Certificates.                                    

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

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

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

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

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

   Upon the occurrence of an event described in the prospectus in the second
to last paragraph under "Description of the Certificates--Book-Entry            
Registration and Definitive Certificates," the Paying Agent is required to      
notify, through DTC, Direct Participants who have ownership of Offered          
Certificates as indicated on the records of DTC of the availability of          
definitive certificates. Upon surrender by DTC of the global certificates       
representing the Offered Certificates and upon receipt of instructions from DTC 
for re-registration, the Paying Agent will reissue the Offered Certificates as  
definitive certificates issued in the respective Certificate Balances or        
Notional Amounts, as applicable, owned by individual Certificate Owners, and    
thereafter the Trustee, the Paying Agent, the Special Servicer and the Master   
Servicer will recognize the holders of those definitive certificates as         
Certificateholders under the Pooling and Servicing Agreement.                   

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

DISTRIBUTIONS                                                                   

   Method, Timing and Amount. Distributions on the Certificates are required
to be made by the Paying Agent, to the extent of available funds, on the 12th   
day of each month or, if the 12th day is not a business day, then on the next   
succeeding business day, commencing in September 2003 (each, a "Distribution    
Date"). The "Determination Date" for any Distribution Date will be the fourth   
business day prior to the related Distribution Date. All distributions (other   
than the                                                                        

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final distribution on any Certificate) are required to be made to the           
Certificateholders in whose names the Certificates are registered at the close  
of business on each Record Date. With respect to any Distribution Date, the     
"Record Date" will be the last business day of the month preceding the month in 
which that Distribution Date occurs. These distributions are required to be     
made by wire transfer in immediately available funds to the account specified   
by the Certificateholder at a bank or other entity having appropriate           
facilities therefor, if the Certificateholder has provided the Paying Agent     
with written wiring instructions no less than five business days prior to the   
related Record Date (which wiring instructions may be in the form of a standing 
order applicable to all subsequent distributions) or otherwise by check mailed  
to the Certificateholder. The final distribution on any Certificate is required 
to be made in like manner, but only upon presentation and surrender of the      
Certificate at the location that will be specified in a notice of the pendency  
of the final distribution. All distributions made with respect to a Class of    
Certificates will be allocated pro rata among the outstanding Certificates of   
that Class based on their respective Percentage Interests.                      

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

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

    With respect to the Battlefield Mall Loan, the Paying Agent is required to
establish and maintain an account (the "Battlefield Mall Distribution           
Account"), which may be a sub-account of the Distribution Account. Promptly     
upon receipt from the Master Servicer of any payment or other receipt with      
respect to the Battlefield Mall Loan, the Paying Agent will deposit the same    
into the Battlefield Mall Distribution Account. See "--Component Loan           
Certificates and the Component Loans" below.                                    

    With respect to the One Alliance Center Loan, the Paying Agent is required
to establish and maintain an account (the "One Alliance Center Distribution     
Account" and, together with the Battlefield Mall Distribution Account, the      
"Component Loan Distribution Accounts"), which may be a sub-account of the      
Distribution Account. Promptly upon receipt from the Master Servicer of any     
payment or other receipt with respect to the One Alliance Center Loan, the      
Paying Agent will deposit the same into the One Alliance Center Distribution    
Account. See "--Component Loan Certificates and the Component Loans" below.     

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

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

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

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

The aggregate amount available for distribution to Certificateholders 
(other than the holders of the Component Loan Certificates) on each             
Distribution Date (the "Available Distribution Amount") will, in general, equal 
the sum of the following amounts (without duplication):                         

(x) the total amount of all cash received on the mortgage loans     
  (excluding the portion of amounts received on the Component Loans that are
allocable to the related Non-Pooled Component, as described below under 
"--Component Loan Certificates and the Component Loans") and any REO    
 Properties that are on deposit in the Certificate Account, the Lower-Tier
 Distribution Account and, without duplication, the REO Account, as of the
business day preceding the related Master Servicer Remittance Date,     
exclusive of (without duplication):                                     

        (1) all scheduled payments of principal and/or interest (the "Periodic
Payments") and balloon payments collected but due on a due date   
subsequent to the related Due Period;                             

    (2) all unscheduled payments of principal (including prepayments),
    unscheduled interest, Liquidation Proceeds, Insurance and Condemnation
Proceeds and other                                                

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   unscheduled recoveries received subsequent to the related Determination
Date (or, with respect to voluntary prepayments of principal of each
   mortgage loan with a due date occurring after the related Determination
Date, the related due date);                                        

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

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

(5) Excess Interest;                                          

(6) all Yield Maintenance Charges;                            

    (7) all amounts deposited in the Certificate Account in error; and

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

(y) all P&I Advances made by the Master Servicer or the Trustee, as 
 applicable, with respect to the Distribution Date (net of certain amounts
  that are due or reimbursable to persons other than the Certificateholders)
(in the case of a P&I Advance made on a Component Loan, the portion     
allocated to the related Pooled Component). See "Description of the     
Pooling Agreements--Certificate Account" in the prospectus; and         

  (z) with respect to the Distribution Date occurring in each March, the
 related Withheld Amounts (in the case of each Component Loan, the portion
 of the related Withheld Amount for the related Pooled Component) required
to be deposited in the Lower-Tier Distribution Account (in the case of  
each Component Loan, required to be deposited in the related Component  
Loan Distribution Account) pursuant to the Pooling and Servicing        
Agreement.                                                              

   The "Due Period" for each Distribution Date and any mortgage loan will be
the period commencing on the day immediately following the due date for the     
mortgage loan in the month preceding the month in which that Distribution Date  
occurs and ending on and including the due date for the mortgage loan in the    
month in which that Distribution Date occurs.                                   

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

   Component Loan Certificates and the Component Loans. The aggregate amount
available for distribution on each Distribution Date from each Component Loan   
(with respect to each Component Loan, the "Component Loan Available Funds")     
will, in general, be equal to all amounts received or advanced on that          
Component Loan (including the related Non-Pooled Components) that are on        
deposit in the related Component Loan Distribution Account as of the business   
day preceding the related Master Servicer Remittance Date, exclusive of         
(without duplication):                                                          

     (1) all Periodic Payments and balloon payments collected but due on a due
date subsequent to the related Due Period with respect to that Component
Loan;                                                                   

(2) all principal prepayments, Liquidation Proceeds, Insurance and  
  Condemnation Proceeds and other unscheduled recoveries received subsequent
  to the related Determination Date (or, with respect to voluntary principal
 prepayments, if the related due date occurs after the Determination Date,
the related due date) with respect to that Component Loan;              

     (3) all amounts that are due or reimbursable to any person other than the
Certificateholders with respect to that Component Loan;                 

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

(5) all amounts deposited in the related Component Loan Distribution
Account in error;                                                       

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

(7) Yield Maintenance Charges.                                      

With respect to a Component Loan, so long as no monetary or material  
non-monetary event of default under that Component Loan has occurred and is     
continuing and there are no outstanding unreimbursed Advances with respect to   
that Component Loan, the related Component Loan Available Funds will be         
distributed in the following order of priority (with respect to each Component  
Loan, the "Component Loan Non-Default Distribution Priority"):                  

  (i)     to the Paying Agent for the benefit of the Certificates (other
           than the related Component Loan Certificates) to be included as
           part of the Available Distribution Amount for such Distribution
             Date, up to an amount equal to all accrued and unpaid interest in
          respect of the related Pooled Component through the end of the
    related Interest Accrual Period, less, any Net Aggregate
         Prepayment Interest Shortfalls related to that Component Loan
          that are not otherwise allocated to the related Component Loan
Certificates (as described below);                  

  (ii)    to the Paying Agent for the benefit of the Certificates (other
           than the related Component Loan Certificates) to be included as
           part of the Available Distribution Amount for such Distribution
         Date, up to an amount equal to the product of (x) the related
 Component Loan Principal Distribution Amount for such
       Distribution Date and (y) the related Pooled Percentage (as
defined below) for such Distribution Date;          

  (iii)   to the Paying Agent for the benefit of the Certificates (other
           than the related Component Loan Certificates) to be included as
           part of the Available Distribution Amount for such Distribution
          Date, to reimburse such Certificates for all related Component
             Loan Collateral Support Deficits, if any, previously allocated to
           the related Pooled Component and for which no reimbursement has
previously been received;                           

   (iv)    to make distributions of interest to the holders of the related
             Component Loan Certificates, up to an amount equal to all accrued
    and unpaid interest in respect of the related Non-Pooled
            Component through the end of the related Interest Accrual Period
             less, any Net Aggregate Prepayment Interest Shortfalls related to
           that Component Loan that are allocated to the related Component
Loan Certificates (as described below);             

    (v)     to the holders of the related Component Loan Certificates, up to
            an amount equal to the product of (x) the related Component Loan
            Principal Distribution Amount for such Distribution Date and (y)
         the related Non-Pooled Percentage (as defined below) for such
Distribution Date; and                              

 (vi)    to the holders of the related Component Loan Certificates, to
       reimburse for all related Component Loan Collateral Support
      Deficits, if any, previously allocated to those Classes of
          Component Loan Certificates and for which no reimbursement has
been previously received.                           

 The amounts to be applied pursuant to clauses (i), (ii) and (iii) above
will be included as part of the Available Distribution Amount for the related   
Distribution Date and will be applied as described below to make distributions  
on the Certificates (other than the Component Loan Certificates).               

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  With respect to a Component Loan, if a monetary or material non-monetary
event of default under that Component Loan has occurred and is continuing or if 
there are outstanding unreimbursed Advances, the related Component Loan         
Available Funds will be distributed in the following order of priority (with    
respect to each Component Loan, the "Component Loan Default Distribution        
Priority"):                                                                     

  (i)     to the Paying Agent for the benefit of the Certificates (other
           than the related Component Loan Certificates) to be included as
           part of the Available Distribution Amount for such Distribution
             Date, up to an amount equal to all accrued and unpaid interest in
          respect of the related Pooled Component through the end of the
    related Interest Accrual Period, less, any Net Aggregate
         Prepayment Interest Shortfalls related to that Component Loan
          that are not otherwise allocated to the related Component Loan
Certificates (as described below);                  

  (ii)    to the Paying Agent for the benefit of the Certificates (other
           than the related Component Loan Certificates) to be included as
           part of the Available Distribution Amount for such Distribution
             Date, until the principal balance of the related Pooled Component
is reduced to zero;                                 

  (iii)   to the Paying Agent for the benefit of the Certificates (other
           than the related Component Loan Certificates) to be included as
           part of the Available Distribution Amount for such Distribution
          Date, to reimburse such Certificates for all related Component
             Loan Collateral Support Deficits, if any, previously allocated to
           the related Pooled Component and for which no reimbursement has
previously been received;                           

   (iv)    to make distributions of interest to the holders of the related
             Component Loan Certificates, up to an amount equal to all accrued
    and unpaid interest in respect of the related Non-Pooled
            Component through the end of the related Interest Accrual Period
           less, any Net Aggregate Prepayment Interest Shortfalls that are
          allocated to related Component Loan Certificates (as described
below);                                             

   (v)     after the principal balance of the related Pooled Component has
           been reduced to zero, to make distributions of principal to the
        holders of the related Component Loan Certificates until the
            principal balance of the related Non-Pooled Component is reduced
to zero; and                                        

 (vi)    to the holders of the related Component Loan Certificates, to
       reimburse for all related Component Loan Collateral Support
      Deficits, if any, previously allocated to those Classes of
          Component Loan Certificates and for which no reimbursement has
been previously received.                           

 The amounts to be applied pursuant to clauses (i), (ii) and (iii) above
will be included as part of the Available Distribution Amount for the related   
Distribution Date and will be applied as described below to make distributions  
on the Certificates (other than the Component Loan Certificates).               

Any Net Aggregate Prepayment Interest Shortfalls with respect to each 
Component Loan will be allocated to reduce the amount of interest               
distributable, first to the related Non-Pooled Component (and as a result, to   
the related Component Loan Certificates) and then to the related Pooled         
Component and as a result to the other Classes of Certificates as described in  
this prospectus supplement.                                                     

"Component Loan" means the Battlefield Mall Loan or the One Alliance  
Center Loan, as applicable.                                                     

 "Non-Pooled Component" means with respect to the Battlefield Mall Loan,
the Battlefield Mall Non-Pooled Component and, with respect to the One Alliance 
Center Loan, the One Alliance Center Non-Pooled Component.                      

    "Non-Pooled Percentage" means with respect to each Component Loan, for any
Distribution Date, a fraction expressed as a percentage, the numerator of which 
is (x) the principal balance of                                                 

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the related Non-Pooled Component and the denominator of which is (y) the sum of 
(a) the principal balance of the related Pooled Component and (b) the principal 
balance of the related Non-Pooled Component.                                    

 "Pooled Component" means with respect to the Battlefield Mall Loan, the
Battlefield Mall Pooled Component and, with respect to the One Alliance Center  
Loan, the One Alliance Center Pooled Component.                                 

"Pooled Percentage" means with respect to each Component Loan, for any
Distribution Date, a fraction expressed as a percentage, the numerator of which 
is (x) the principal balance of the related Pooled Component and the            
denominator of which is (y) the sum of (a) the principal balance of the related 
Pooled Component and (b) the principal balance of the related Non-Pooled        
Component.                                                                      

For purposes of calculating the allocation of collections on each     
Component Loan between the related Pooled Component, on the one hand, and the   
related Non-Pooled Component on the other hand, the related Pooled Component    
will be deemed to have a principal balance (with respect to each Component      
Loan, the "Pooled Balance") and the related Non-Pooled Component will be deemed 
to have an initial principal balance (with respect to each Component Loan, the  
"Non-Pooled Balance") equal to the related amounts described under "Description 
of the Mortgage Pool--Significant Mortgage Loans--The Battlefield Mall Pooled   
Component" and "--The One Alliance Center Pooled Component" in this prospectus  
supplement.                                                                     

With respect to each Component Loan, the related Pooled Component will
accrue interest during each Interest Accrual Period on the amount of the        
related Pooled Balance outstanding immediately prior to the related             
Distribution Date at a per annum rate equal to 4.679700%, in the case of the    
One Alliance Center Loan, and 4.531700%, in the case of the Battlefield Mall    
Loan. The related Non-Pooled Component will accrue interest during each         
Interest Accrual Period on the amount of the related Non-Pooled Balance         
outstanding immediately prior to the related Distribution Date at a per annum   
rate equal to approximately 5.513575%, in the case of the One Alliance Center   
Loan, and 5.007033%, in the case of the Battlefield Mall Loan. The related      
Pooled Balance will be reduced on each Distribution Date by all distributions   
of principal made in respect of the related Pooled Component on such            
Distribution Date pursuant to either clause (ii) of the related Component Loan  
Non-Default Distribution Priority or clause (ii) of the related Component Loan  
Default Distribution Priority, as applicable, and any related Component Loan    
Collateral Support Deficits allocated to the related Pooled Component on such   
Distribution Date. The related Non-Pooled Balance will be reduced on each       
Distribution Date by all distributions of principal made to the related         
Component Loan Certificates (in respect of the related Non-Pooled Component) on 
such Distribution Date pursuant to either clause (v) of the related Component   
Loan Non-Default Distribution Priority or clause (v) of the related Component   
Loan Default Distribution Priority, as applicable, and any related Component    
Loan Collateral Support Deficits allocated to the related Component Loan        
Certificates on such Distribution Date.                                         

  With respect to each Component Loan, in the event that Component Loan is
in default, the related Component Loan Operating Advisor will have an option    
(with respect to each Component Loan, the "Component Loan Purchase Option") to  
purchase the related Component Loan (both the related Pooled Component and the  
related Non-Pooled Component) from the trust fund at a price (with respect to   
each Component Loan, the "Component Loan Option Price") generally equal to the  
unpaid principal balance of the related Component Loan (both the related Pooled 
Component and the related Non-Pooled Component), plus accrued and unpaid        
interest on such balance, all related unreimbursed Servicing Advances, together 
with accrued and unpaid interest on all Advances and all accrued Special        
Servicing Fees allocable to the related Component Loan (both the related Pooled 
Component and the related Non-Pooled Component) whether paid or unpaid. If the  
related Component Loan Operating Advisor fails to exercise this option within   
the time period set forth in the Pooling and Servicing Agreement, certain other 
parties may have the right to exercise the related Component Loan Purchase      
Option as described under "Servicing of the Mortgage Loans--Realization Upon    
Defaulted Mortgage Loans" in this prospectus supplement.                        

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    Unless and until the Purchase Option or the Component Loan Purchase Option
with respect to a mortgage loan in default is exercised, the Special Servicer   
will be required to pursue such other resolution strategies available under the 
Pooling and Servicing Agreement, including workout and foreclosure, consistent  
with the Servicing Standards, but the Special Servicer will not be permitted to 
sell the mortgage loan in default other than pursuant to the exercise of the    
Purchase Option or the Component Loan Purchase Option.                          

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

first, to the Class A-1, Class A-2 and Class X certificates, pro rata 
(based upon their respective entitlements to interest for that Distribution     
Date), in respect of interest, up to an amount equal to the aggregate Interest  
Distribution Amount for those Classes;                                          

second, (a) to the Class A-1 certificates, in reduction of their      
Certificate Balance, an amount equal to the Principal Distribution Amount until 
the Certificate Balance of that Class is reduced to zero and (b) following      
reduction of the Certificate Balance of the Class A-1 certificates to zero, to  
the Class A-2 certificates, in reduction of their Certificate Balance, an       
amount equal to the Principal Distribution Amount (or the portion of it         
remaining after distributions on the Class A-1 certificates on that             
Distribution Date) until the Certificate Balance of that Class is reduced to    
zero;                                                                           

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

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

 fifth, following reduction of the Certificate Balances of the Class A-1
and Class A-2 certificates to zero, to the Class B certificates, in reduction   
of their Certificate Balance, an amount equal to the Principal Distribution     
Amount (or the portion of it remaining after distributions on the Class A-1 and 
Class A-2 certificates on that Distribution Date), until the Certificate        
Balance of that Class is reduced to zero;                                       

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

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

   eighth, following reduction of the Certificate Balances of the Class A-1,
Class A-2 and Class B certificates to zero, to the Class C certificates, in     
reduction of their Certificate Balance, an amount equal to the Principal        
Distribution Amount (or the portion of it remaining after distributions on the  
Class A-1, Class A-2 and Class B certificates on that Distribution Date), until 
the Certificate Balance of that Class is reduced to zero;                       

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

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

eleventh, following reduction of the Certificate Balances of the Class
A-1, Class A-2, Class B and Class C certificates to zero, to the Class D        
certificates, in reduction of their Certificate Balance, an amount equal to the 
Principal Distribution Amount (or the portion of it remaining after             
distributions on the Class A-1, Class A-2, Class B and Class C certificates on  
that Distribution Date), until the Certificate Balance of that Class is reduced 
to zero;                                                                        

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

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

  fourteenth, following reduction of the Certificate Balances of the Class
A-1, Class A-2, Class B, Class C and Class D certificates to zero, to the Class 
E certificates, in reduction of their Certificate Balance, an amount equal to   
the Principal Distribution Amount (or the portion of it remaining after         
distributions on the Class A-1, Class A-2, Class B, Class C and Class D         
certificates on that Distribution Date), until the Certificate Balance of that  
Class is reduced to zero;                                                       

 fifteenth, to the Class E certificates, until all amounts of Collateral
Support Deficit previously allocated to the Class E certificates, but not       
previously reimbursed, have been reimbursed in full;                            

  sixteenth, to the Class F certificates, in respect of interest, up to an
amount equal to the Interest Distribution Amount for that Class;                

   seventeenth, following reduction of the Certificate Balances of the Class
A-1, Class A-2, Class B, Class C, Class D and Class E certificates to zero, to  
the Class F certificates, in reduction of their Certificate Balance, an amount  
equal to the Principal Distribution Amount (or the portion of it remaining      
after distributions on the Class A-1, Class A-2, Class B, Class C, Class D and  
Class E certificates on that Distribution Date), until the Certificate Balance  
of that Class is reduced to zero;                                               

  eighteenth, to the Class F certificates, until all amounts of Collateral
Support Deficit previously allocated to the Class F certificates, but not       
previously reimbursed, have been reimbursed in full;                            

  nineteenth, to the Class G certificates, in respect of interest up to an
amount equal to the Interest Distribution Amount for that Class;                

 twentieth, following reduction of the Certificate Balances of the Class
A-1, Class A-2, Class B, Class C, Class D, Class E and Class F certificates to  
zero, to the Class G certificates, in reduction of their Certificate Balance,   
an amount equal to the Principal Distribution Amount (or the portion of it      
remaining after distributions on the Class A-1, Class A-2, Class B, Class C,    
Class D, Class E and Class F certificates on that Distribution Date), until the 
Certificate Balance of that Class is reduced to zero;                           

    twenty-first, to the Class G certificates, until all amounts of Collateral
Support Deficit previously allocated to the Class G certificates, but not       
previously reimbursed, have been reimbursed in full;                            

   twenty-second, to the Class H certificates, in respect of interest, up to
an amount equal to the Interest Distribution Amount for that Class;             

    twenty-third, following reduction of the Certificate Balances of the Class
A-1, Class A-2, Class B, Class C, Class D, Class E, Class F and Class G         
certificates to zero, to the Class H certificates, in reduction of their        
Certificate Balance, an amount equal to the Principal Distribution Amount (or   
the portion of it remaining after distributions on the Class A-1, Class A-2,    
Class B, Class C, Class D, Class E, Class F and Class G certificates on that    
Distribution Date), until the Certificate Balance of that Class is reduced to   
zero;                                                                           

twenty-fourth, to the Class H certificates, until all amounts of      
Collateral Support Deficit previously allocated to the Class H certificates,    
but not previously reimbursed, have been reimbursed in full;                    

  twenty-fifth, to the Class J certificates, in respect of interest, up to
an amount equal to the Interest Distribution Amount for that Class;             

    twenty-sixth, following reduction of the Certificate Balances of the Class
A-1, Class A-2, Class B, Class C, Class D, Class E, Class F, Class G and Class  
H certificates to zero, to the Class J certificates,                            

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in reduction of their Certificate Balance, an amount equal to the Principal     
Distribution Amount (or the portion of it remaining after distributions on the  
Class A-1, Class A-2, Class B, Class C, Class D, Class E, Class F, Class G and  
Class H certificates on that Distribution Date), until the Certificate Balance  
of that Class is reduced to zero;                                               

twenty-seventh, to the Class J certificates, until all amounts of     
Collateral Support Deficit previously allocated to the Class J certificates,    
but not previously reimbursed, have been reimbursed in full;                    

   twenty-eighth, to the Class K certificates, in respect of interest, up to
an amount equal to the Interest Distribution Amount for that Class;             

    twenty-ninth, following reduction of the Certificate Balances of the Class
A-1, Class A-2, Class B, Class C, Class D, Class E, Class F, Class G, Class H   
and Class J certificates to zero, to the Class K certificates, in reduction of  
their Certificate Balance, an amount equal to the Principal Distribution Amount 
(or the portion of it remaining after distributions on the Class A-1, Class     
A-2, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J  
certificates on that Distribution Date), until the Certificate Balance of that  
Class is reduced to zero;                                                       

 thirtieth, to the Class K certificates, until all amounts of Collateral
Support Deficit previously allocated to the Class K certificates, but not       
previously reimbursed, have been reimbursed in full;                            

  thirty-first, to the Class L certificates, in respect of interest, up to
an amount equal to the Interest Distribution Amount for that Class;             

thirty-second, following reduction of the Certificate Balances of the 
Class A-1, Class A-2, Class B, Class C, Class D, Class E, Class F, Class G,     
Class H, Class J and Class K certificates to zero, to the Class L certificates, 
in reduction of their Certificate Balance, an amount equal to the Principal     
Distribution Amount (or the portion of it remaining after distributions on the  
Class A-1, Class A-2, Class B, Class C, Class D, Class E, Class F, Class G,     
Class H, Class J and Class K certificates on that Distribution Date), until the 
Certificate Balance of that Class is reduced to zero;                           

    thirty-third, to the Class L certificates, until all amounts of Collateral
Support Deficit previously allocated to the Class L certificates, but not       
previously reimbursed, have been reimbursed in full;                            

   thirty-fourth, to the Class M certificates, in respect of interest, up to
an amount equal to the Interest Distribution Amount for that Class;             

    thirty-fifth, following reduction of the Certificate Balances of the Class
A-1, Class A-2, Class B, Class C, Class D, Class E, Class F, Class G, Class H,  
Class J, Class K and Class L certificates to zero, to the Class M certificates, 
in reduction of their Certificate Balance, an amount equal to the Principal     
Distribution Amount (or the portion of it remaining after distributions on the  
Class A-1, Class A-2, Class B, Class C, Class D, Class E, Class F, Class G,     
Class H, Class J, Class K and Class L certificates on that Distribution Date),  
until the Certificate Balance of that Class is reduced to zero;                 

    thirty-sixth, to the Class M certificates, until all amounts of Collateral
Support Deficit previously allocated to the Class M certificates, but not       
previously reimbursed, have been reimbursed in full;                            

    thirty-seventh, to the Class N certificates, in respect of interest, up to
an amount equal to the Interest Distribution Amount for that Class;             

thirty-eighth, following reduction of the Certificate Balances of the 
Class A-1, Class A-2, Class B, Class C, Class D, Class E, Class F, Class G,     
Class H, Class J, Class K, Class L and Class M certificates to zero, to the     
Class N certificates, in reduction of their Certificate Balance, an amount      
equal to the Principal Distribution Amount (or the portion of it remaining      
after distributions on the Class A-1, Class A-2, Class B, Class C, Class D,     
Class E, Class F, Class G, Class H, Class J, Class K, Class L and Class M       
certificates on that Distribution Date), until the Certificate Balance of that  
Class is reduced to zero;                                                       

    thirty-ninth, to the Class N certificates, until all amounts of Collateral
Support Deficit previously allocated to the Class N certificates, but not       
previously reimbursed, have been reimbursed in full;                            

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  fortieth, to the Class NR certificates, in respect of interest, up to an
amount equal to the Interest Distribution Amount for that Class;                

   forty-first, following reduction of the Certificate Balances of the Class
A-1, Class A-2, Class B, Class C, Class D, Class E, Class F, Class G, Class H,  
Class J, Class K, Class L, Class M and Class N certificates to zero, to the     
Class NR certificates, in reduction of their Certificate Balance, an amount     
equal to the Principal Distribution Amount (or the portion of it remaining      
after distributions on the Class A-1, Class A-2, Class B, Class C, Class D,     
Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M and      
Class N certificates on that Distribution Date), until the Certificate Balance  
of that Class is reduced to zero;                                               

forty-second, to the Class NR certificates, until all amounts of      
Collateral Support Deficit previously allocated to the Class NR certificates,   
but not previously reimbursed, have been reimbursed in full; and                

    forty-third, to the Class R and Class LR certificates, the amount, if any,
of the Available Distribution Amount remaining in the Upper-Tier Distribution   
Account, the Lower-Tier Distribution Account and each Component Loan            
Distribution Account, respectively, with respect to that Distribution Date.     

   Reimbursement of previously allocated Collateral Support Deficit will not
constitute distributions of principal for any purpose and will not result in an 
additional reduction in the Certificate Balance of the Class of Certificates in 
respect of which a reimbursement is made.                                       

  Notwithstanding the distribution priority second set forth above, on and
after the Distribution Date on which the Certificate Balances of the            
Subordinate Certificates have all been reduced to zero (that date, the          
"Cross-Over Date"), the Principal Distribution Amount will be distributed       
pursuant to priority second set forth above, pro rata (based upon their         
respective Certificate Balances), among the Classes of Class A-1 and Class A-2  
certificates without regard to the priorities set forth above.                  

    Pass-Through Rates. The interest rate (the "Pass-Through Rate") applicable
to each Class of Certificates (other than the Residual Certificates) for any    
Distribution Date will equal the rates set forth below.                         

 The Pass-Through Rate on the Class A-1 certificates is a per annum rate
equal to  %.                                                                    

 The Pass-Through Rate on the Class A-2 certificates is a per annum rate
equal to  %, subject to a maximum rate equal to the WAC Rate.                   

The Pass-Through Rate on the Class B certificates is a per annum rate 
equal to  %, subject to a maximum rate equal to the WAC Rate.                   

The Pass-Through Rate on the Class C certificates is a per annum rate 
equal to  %, subject to a maximum rate equal to the WAC Rate.                   

The Pass-Through Rate on the Class D certificates is a per annum rate 
equal to  %, subject to a maximum rate equal to the WAC Rate.                   

The Pass-Through Rate on the Class E certificates is a per annum rate 
equal to the WAC Rate less  %.                                                  

The Pass-Through Rate on the Class F certificates is a per annum rate 
equal to the WAC Rate less  %.                                                  

The Pass-Through Rate on the Class G certificates is a per annum rate 
equal to the WAC Rate.                                                          

The Pass-Through Rate on the Class H certificates is a per annum rate 
equal to  %, subject to a maximum rate equal to the WAC Rate.                   

The Pass-Through Rate on the Class J certificates is a per annum rate 
equal to  %, subject to a maximum rate equal to the WAC Rate.                   

The Pass-Through Rate on the Class K certificates is a per annum rate 
equal to  %, subject to a maximum rate equal to the WAC Rate.                   

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The Pass-Through Rate on the Class L certificates is a per annum rate 
equal to  %, subject to a maximum rate equal to the WAC Rate.                   

The Pass-Through Rate on the Class M certificates is a per annum rate 
equal to  %, subject to a maximum rate equal to the WAC Rate.                   

The Pass-Through Rate on the Class N certificates is a per annum rate 
equal to  %, subject to a maximum rate equal to the WAC Rate.                   

The Pass-Through Rate on the Class NR certificates is a per annum rate
equal to  %, subject to a maximum rate equal to the WAC Rate.                   

The Pass-Through Rate applicable to the Class X-1 and Class X-2       
certificates for the initial Distribution Date will equal approximately  % and  
% per annum, respectively.                                                    

    The Pass-Through Rate for the Class X-1 certificates for each Distribution
Date will equal the weighted average of the respective Class X-1 Strip Rates,   
at which interest accrues from time to time on the respective components (the   
"Class X-1 Components") of the Class X-1 certificates outstanding immediately   
prior to such Distribution Date (weighted on the basis of the respective        
balances of those Class X-1 Components immediately prior to the Distribution    
Date). Each Class X-1 Component will be comprised of all or a designated        
portion of the Certificate Balance of one of the classes of Principal Balance   
Certificates. In general, the Certificate Balance of each Class of Principal    
Balance Certificates will constitute a separate Class X-1 Component. However,   
if a portion, but not all, of the Certificate Balance of any particular Class   
of Principal Balance Certificates is identified under "--General" above as      
being part of the Notional Amount of the Class X-2 certificates immediately     
prior to any Distribution Date, then the identified portion of the Certificate  
Balance will also represent one or more separate Class X-1 Components for       
purposes of calculating the Pass-Through Rate of the Class X-1 certificates,    
and the remaining portion of the Certificate Balance will represent one or more 
separate Class X-1 Components for purposes of calculating the Pass-Through Rate 
of the Class X-1 certificates. For each Distribution Date through and including 
the Distribution Date in August 2010, the "Class X-1 Strip Rate" for each Class 
X-1 Component will be calculated as follows:                                    

(1) if such Class X-1 Component consists of the entire Certificate  
Balance of any Class of Principal Balance Certificates, and if the      
Certificate Balance also constitutes, in its entirety, a Class X-2      
 Component immediately prior to the Distribution Date, then the applicable
Class X-1 Strip Rate will equal the excess, if any, of (a) the WAC Rate 
 for the Distribution Date, over (b) the greater of (i) the reference rate
specified on Schedule I for such Distribution Date and (ii) the         
Pass-Through Rate in effect for the Distribution Date for the applicable
Class of Principal Balance Certificates;                                

     (2) if such Class X-1 Component consists of a designated portion (but not
all) of the Certificate Balance of any Class of Principal Balance       
Certificates, and if the designated portion of the Certificate Balance  
also constitutes a Class X-2 Component immediately prior to the         
  Distribution Date, then the applicable Class X-1 Strip Rate will equal the
excess, if any, of (a) the WAC Rate for the Distribution Date, over (b) 
the greater of (i) the reference rate specified on Schedule I for such  
Distribution Date and (ii) the Pass-Through Rate in effect for the      
Distribution Date for the applicable Class of Principal Balance         
Certificates;                                                           

(3) if such Class X-1 Component consists of the entire Certificate  
Balance of any Class of Principal Balance Certificates, and if the      
  Certificate Balance does not, in whole or in part, also constitute a Class
X-2 Component immediately prior to the Distribution Date, then the      
 applicable Class X-1 Strip Rate will equal the excess, if any, of (a) the
WAC Rate for the Distribution Date, over (b) the Pass-Through Rate in   
effect for the Distribution Date for the Class of Principal Balance     
Certificates; and                                                       

     (4) if such Class X-1 Component consists of a designated portion (but not
all) of the Certificate Balance of any Class of Principal Balance       
Certificates, and if the designated portion of the Certificate Balance  
does not also constitute a Class X-2 Component                          

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immediately prior to the Distribution Date, then the applicable Class X-1 
Strip Rate will equal the excess, if any, of (a) the WAC Rate for the     
Distribution Date, over (b) the Pass-Through Rate in effect for the       
Distribution Date for the applicable Class of Principal Balance           
Certificates.                                                             

    For each Distribution Date after the Distribution Date in August 2010, the
Certificate Balance of each Class of Principal Balance Certificates will        
constitute one or more separate Class X-1 Components, and the applicable Class  
X-1 Strip Rate with respect to each such Class X-1 Component for each           
Distribution Date will equal the excess, if any, of (a) the WAC Rate for the    
Distribution Date, over (b) the Pass-Through Rate in effect for the             
Distribution Date for the Class of Principal Balance Certificates whose         
Certificate Balance makes up the applicable Class X-1 Component.                

The Pass-Through Rate for the Class X-2 certificates, for each        
Distribution Date through and including the Distribution Date in August 2010,   
will equal the weighted average of the respective Class X-2 Strip Rates, at     
which interest accrues from time to time on the respective components (each a   
"Class X-2 Component") of the Class X-2 certificates outstanding immediately    
prior to the Distribution Date (weighted on the basis of the balances of the    
applicable Class X-2 Components immediately prior to the Distribution Date).    
Each Class X-2 Component will be comprised of all or a designated portion of    
the Certificate Balance of a specified Class of Principal Balance Certificates. 
If all or a designated portion of the Certificate Balance of any Class of       
Principal Balance Certificates is identified under "--General" above as being   
part of the Notional Amount of the Class X-2 certificates immediately prior to  
any Distribution Date, then that Certificate Balance (or designated portion of  
that Certificate Balance) will represent one or more separate Class X-2         
Components for purposes of calculating the Pass-Through Rate of the Class X-2   
certificates. For each Distribution Date through and including the Distribution 
Date in August 2010, the "Class X-2 Strip Rate" for each Class X-2 Component    
will equal the excess, if any, of:                                              

     (1) the lesser of (a) the reference rate specified on Schedule I for such
Distribution Date and (b) the WAC Rate for such Distribution Date, over 

 (2) the Pass-Through Rate in effect on such Distribution Date for the
Class of Principal Balance Certificates whose Certificate Balance, or a 
designated portion of that Certificate Balance, comprises such Class X-2
Component.                                                              

After the Distribution Date in August 2010, the Class X-2 certificates
will cease to accrue interest and will have a 0% Pass-Through Rate.             

   The Pass-Through Rate on each Class of Offered Certificates for the first
Distribution Date is expected to be as set forth on page S-5 of this prospectus 
supplement.                                                                     

The "WAC Rate" with respect to any Distribution Date is equal to the  
weighted average of the applicable Net Mortgage Rates for the mortgage loans    
(the Pooled Component only, with respect to the related Component Loan)         
weighted on the basis of their respective Stated Principal Balances as of the   
Closing Date (the Stated Principal Balance of the related Pooled Component      
only, with respect to the related Component Loan), in the case of the first     
Distribution Date, or, for all other Distribution Dates, the preceding          
Distribution Date.                                                              

The "Net Mortgage Rate" for each mortgage loan is equal to the related
Mortgage Rate in effect from time to time, less the related Administrative Cost 
Rate; provided, however, that for purposes of calculating Pass-Through Rates,   
the Net Mortgage Rate for any mortgage loan will be determined without regard   
to any modification, waiver or amendment of the terms of the mortgage loan,     
whether agreed to by the Master Servicer, the Special Servicer or resulting     
from a bankruptcy, insolvency or similar proceeding involving the related       
borrower. Notwithstanding the foregoing, for mortgage loans that do not accrue  
on a 30/360 Basis, then, solely for purposes of calculating the Pass-Through    
Rate on the Certificates, the Net Mortgage Rate of the mortgage loan for any    
one-month period preceding a related due date will be the annualized rate at    
which interest would have to accrue in respect of the mortgage loan on the      
basis of a 360-day year                                                         

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consisting of twelve 30-day months in order to produce the aggregate amount of  
interest actually required to be paid in respect of the mortgage loan during    
the one-month period at the related Net Mortgage Rate; provided, however, that  
with respect to each Withheld Loan, the Net Mortgage Rate for the one month     
period (1) prior to the due dates in January and February in any year which is  
not a leap year or in February in any year which is a leap year will be the per 
annum rate stated in the related Mortgage Note less the related Administrative  
Cost Rate, and (2) prior to the due date in March, will be determined inclusive 
of the amounts withheld for the immediately preceding February and, if          
applicable, January.                                                            

  "Administrative Cost Rate" as of any date of determination will be equal
to the sum of the Servicing Fee Rate and the Trustee Fee Rate.                  

The "Mortgage Rate" with respect to any mortgage loan is the per annum
rate at which interest accrues on the mortgage loan as stated in the related    
Mortgage Note in each case without giving effect to any default rate or an      
increased interest rate.                                                        

    "Excess Interest" with respect to each ARD Loan is the interest accrued at
the related Revised Rate in respect of each ARD Loan in excess of the interest  
accrued at the related Initial Rate, plus any related interest, to the extent   
permitted by applicable law.                                                    

Interest Distribution Amount. Interest will accrue for each Class of  
Certificates (other than the Residual Certificates) during the related Interest 
Accrual Period. The "Interest Distribution Amount" of any Class of Certificates 
(other than the Residual Certificates) for any Distribution Date is an amount   
equal to all Distributable Certificate Interest in respect of that Class for    
that Distribution Date and, to the extent not previously paid, for all prior    
Distribution Dates.                                                             

The "Interest Accrual Period" in respect of each Class of Certificates
(other than the Residual Certificates) for each Distribution Date will be the   
calendar month prior to the calendar month in which that Distribution Date      
occurs and will be calculated assuming that each month has 30 days and each     
year has 360 days.                                                              

The "Distributable Certificate Interest" in respect of each Class of  
Certificates (other than the Residual Certificates) for each Distribution Date  
is equal to one month's interest at the Pass-Through Rate applicable to that    
Class of Certificates for that Distribution Date accrued for the related        
Interest Accrual Period on the related Certificate Balance or Notional Amount,  
as the case may be, outstanding immediately prior to that Distribution Date,    
reduced (other than in the case of the Class X Certificates) (to not less than  
zero) by such Class's allocable share (calculated as described below) of the    
aggregate of any Prepayment Interest Shortfalls resulting from any principal    
prepayments made on the mortgage loans during the related Due Period that are   
not covered by the Master Servicer's Compensating Interest Payment for the      
related Distribution Date (the aggregate of the Prepayment Interest Shortfalls  
that are not so covered, as to the related Distribution Date, the "Net          
Aggregate Prepayment Interest Shortfall").                                      

The portion of the Net Aggregate Prepayment Interest Shortfall for any
Distribution Date that is allocable to each Class of Certificates (other than   
the Residual Certificates, the Class BM Certificates and the Class X            
Certificates) will equal the product of (a) the Net Aggregate Prepayment        
Interest Shortfall, multiplied by (b) a fraction, the numerator of which is     
equal to the Interest Distribution Amount in respect of that Class of           
Certificates for the related Distribution Date, and the denominator of which is 
equal to the aggregate Interest Distribution Amount in respect of all Classes   
of Certificates (other than the Residual Certificates, the Class BM             
Certificates, and the Class X Certificates) for the related Distribution Date.  

With respect to each Component Loan, Net Aggregate Prepayment Interest
Shortfalls will be allocated first to the related Non-Pooled Component and then 
to the related Pooled Component. Any Net Aggregate Prepayment Interest          
Shortfall, to the extent not allocated to the related Non-Pooled Component,     
will be allocated to the Certificates (other than the Residual Certificates,    
the Component Loan Certificates and the Class X Certificates) as described      
above.                                                                          

    Principal Distribution Amount. The "Principal Distribution Amount" for any
Distribution Date is an amount equal to (1) the sum of (a) the Principal        
Shortfall for that Distribution Date,                                           

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(b) the Scheduled Principal Distribution Amount for that Distribution Date and  
(c) the Unscheduled Principal Distribution Amount for that Distribution Date,   
less (2) with respect to each Component Loan, (a) in the event that the related 
Component Loan Default Distribution Priority is not in effect, an amount equal  
to the product of (x) the related Component Loan Principal Distribution Amount  
for that Distribution Date and (y) the related Non-Pooled Percentage for that   
Distribution Date or (b) in the event that the related Component Loan Default   
Distribution Priority is in effect, any amounts required to be distributed to   
the related Component Loan Certificates pursuant to the related Component Loan  
Default Distribution Priority for that Distribution Date.                       

 The "Component Loan Principal Distribution Amount" with respect to each
Component Loan, for any Distribution Date is an amount equal to the sum of (a)  
the related Component Loan Principal Shortfall for that Distribution Date, (b)  
the portion of the Scheduled Principal Distribution Amount for such             
Distribution Date that relates to that Component Loan and (c) the portion of    
the Unscheduled Principal Distribution Amount for such Distribution Date that   
relates to that Component Loan.                                                 

  The "Scheduled Principal Distribution Amount" for each Distribution Date
will equal the aggregate of the principal portions of (a) all Periodic Payments 
(excluding balloon payments and Excess Interest) due during or, if and to the   
extent not previously received or advanced and distributed to                   
Certificateholders on a preceding Distribution Date, prior to the related Due   
Period and all Assumed Scheduled Payments for the related Due Period, in each   
case to the extent paid by the related borrower as of the related Determination 
Date (or, with respect to each mortgage loan with a due date occurring, or a    
grace period ending, after the related Determination Date, the related due date 
or, last day of such grace period, as applicable) or advanced by the Master     
Servicer or the Trustee, as applicable, and (b) all balloon payments to the     
extent received on or prior to the related Determination Date (or, with respect 
to each mortgage loan with a due date occurring, or a grace period ending,      
after the related Determination Date, the related due date or, last day of such 
grace period, as applicable, to the extent received by the Master Servicer as   
of the business day preceding the related Master Servicer Remittance Date), and 
to the extent not included in clause (a) above. The Scheduled Principal         
Distribution Amount from time to time will include all late payments of         
principal made by a borrower, including late payments in respect of a           
delinquent balloon payment, regardless of the timing of those late payments,    
except to the extent those late payments are otherwise reimbursable to the      
Master Servicer or the Trustee, as the case may be, for prior Advances.         

    The "Unscheduled Principal Distribution Amount" for each Distribution Date
will equal the aggregate of: (a) all prepayments of principal received on the   
mortgage loans on or prior to the related Determination Date (or, with respect  
to voluntary prepayments of principal of each mortgage loan with a due date     
occurring, or a grace period ending, after the related Determination Date, the  
related due date or, last day of such grace period, as applicable, to the       
extent received by the Master Servicer as of the business day preceding the     
related Master Servicer Remittance Date); and (b) any other collections         
(exclusive of payments by borrowers) received on the mortgage loans and any REO 
Properties on or prior to the related Determination Date, whether in the form   
of Liquidation Proceeds, Insurance and Condemnation Proceeds, net income,       
rents, and profits from REO Property or otherwise, that were identified and     
applied by the Master Servicer as recoveries of previously unadvanced principal 
of the related mortgage loan; provided that all such Liquidation Proceeds and   
Insurance and Condemnation Proceeds shall be reduced by any unpaid Special      
Servicing Fees, Liquidation Fees, accrued interest on Advances and other        
additional trust fund expenses incurred in connection with the related mortgage 
loan, thus reducing the Unscheduled Principal Distribution Amount.              

    The "Assumed Scheduled Payment" for any Due Period and with respect to any
mortgage loan that is delinquent in respect of its balloon payment (including   
any REO Loan as to which the balloon payment would have been past due), is an   
amount equal to the sum of (a) the principal portion of the Periodic Payment    
that would have been due on that mortgage loan on the related due date based on 
the constant payment required by the related Mortgage Note or the original      

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amortization schedule of the mortgage loan (as calculated with interest at the  
related Mortgage Rate), if applicable, assuming the related balloon payment has 
not become due, after giving effect to any modification, and (b) interest on    
the Stated Principal Balance of that mortgage loan at its Mortgage Rate (net of 
the applicable rate at which the Servicing Fee is calculated).                  

    For purposes of the foregoing definitions of Principal Distribution Amount
and Component Loan Principal Distribution Amount, the term "Principal           
Shortfall" for any Distribution Date means the amount, if any, by which (1) the 
Principal Distribution Amount for the prior Distribution Date exceeds (2) the   
aggregate amount distributed in respect of principal on the Class A-1, Class    
A-2, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J,    
Class K, Class L, Class M, Class N and Class NR certificates on the preceding   
Distribution Date. There will be no Principal Shortfall on the first            
Distribution Date. The term "Component Loan Principal Shortfall," with respect  
to each Component Loan, for any Distribution Date means, the amount, if any, by 
which (a) the related Component Loan Principal Distribution Amount for the      
prior Distribution Date exceeds (b) the aggregate amount distributed in respect 
of principal in respect of the related Pooled Component and the related         
Component Loan Certificates on the preceding Distribution Date.                 

    Certain Calculations with Respect to Individual Mortgage Loans. The Stated
Principal Balance of each mortgage loan outstanding at any time represents the  
principal balance of the mortgage loan ultimately due and payable to the        
Certificateholders. The "Stated Principal Balance" of each mortgage loan will   
initially equal its Cut-off Date Balance and, on each Distribution Date, will   
be reduced by the portion of the Principal Distribution Amount (without regard  
to the proviso in the definition of the term "Unscheduled Principal             
Distribution Amount") for that date that is attributable to that mortgage loan  
or, in the case of each Component Loan, the Principal Distribution Amount in    
respect of the related Pooled Component for such Distribution Date. The Stated  
Principal Balance of a mortgage loan may also be reduced in connection with any 
forced reduction of its actual unpaid principal balance imposed by a court      
presiding over a bankruptcy proceeding in which the related borrower is the     
debtor. See "Certain Legal Aspects of Mortgage Loans--Bankruptcy Laws" in the   
prospectus. If any mortgage loan is paid in full or the mortgage loan (or any   
Mortgaged Property acquired in respect of the mortgage loan) is otherwise       
liquidated, then, as of the first Distribution Date that follows the end of the 
Due Period in which that payment in full or liquidation occurred and            
notwithstanding that a loss may have occurred in connection with any            
liquidation, the Stated Principal Balance of the mortgage loan will be zero.    

For purposes of calculating distributions on, and allocations of      
Collateral Support Deficit or Component Loan Collateral Support Deficit, as     
applicable, to, the Certificates, as well as for purposes of calculating the    
Servicing Fee and Trustee Fee payable each month, each REO Property will be     
treated as if there exists with respect thereto an outstanding mortgage loan    
(an "REO Loan"), and all references to mortgage loan, mortgage loans and pool   
of mortgage loans in this prospectus supplement and in the prospectus, when     
used in that context, will be deemed to also be references to or to also        
include, as the case may be, any REO Loans. Each REO Loan will generally be     
deemed to have the same characteristics as its actual predecessor mortgage      
loan, including the same fixed Mortgage Rate (and, accordingly, the same Net    
Mortgage Rate) and the same unpaid principal balance and Stated Principal       
Balance. Amounts due on the predecessor mortgage loan, including any portion of 
it payable or reimbursable to the Master Servicer or Special Servicer, will     
continue to be "due" in respect of the REO Loan; and amounts received in        
respect of the related REO Property, net of payments to be made, or             
reimbursement to the Master Servicer or Special Servicer for payments           
previously advanced, in connection with the operation and management of that    
property, generally will be applied by the Master Servicer as if received on    
the predecessor mortgage loan.                                                  

  Excess Interest. On each Distribution Date, the Paying Agent is required
to distribute any Excess Interest received with respect to ARD Loans on or      
prior to the related Determination Date to the Class NR certificates.           

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ALLOCATION OF YIELD MAINTENANCE CHARGES                                         

On any Distribution Date, Yield Maintenance Charges calculated by     
reference to a U.S. treasury rate collected during the related Due Period will  
be required to be distributed by the Paying Agent on the Classes of             
Certificates as follows: to each of the Class A, Class B, Class C, Class D,     
Class E, Class F and Class G certificates, for each Class an amount equal to    
the product of (a) a fraction, the numerator of which is the amount distributed 
as principal to such Class on such Distribution Date, and the denominator of    
which is the total amount distributed as principal to all Classes of            
Certificates on the Distribution Date, (b) the Base Interest Fraction for the   
related principal prepayment and such Class of Certificates and (c) the         
aggregate amount of Yield Maintenance Charges calculated by reference to a U.S. 
treasury rate collected on such principal prepayment during the related Due     
Period. Any Yield Maintenance Charges collected during the related Due Period   
remaining after such distributions will be distributed to the holders of the    
Class X-1 certificate.                                                          

  The "Base Interest Fraction" with respect to any principal prepayment on
any mortgage loan and with respect to any Class of the Class A, Class B, Class  
C, Class D, Class E, Class F and Class G certificate is a fraction (A) whose    
numerator is the greater of (x) zero and (y) the difference between (i) the     
Pass-Through Rate on such Class of Certificates and (ii) the Discount Rate used 
in calculating the Yield Maintenance Charge with respect to such principal      
prepayment and (B) whose denominator is the difference between (i) the Mortgage 
Rate on the related mortgage loan and (ii) the Discount Rate used in            
calculating the Yield Maintenance Charge with respect with such principal       
prepayment; provided, however, that under no circumstances will the Base        
Interest Fraction be greater than one. If such Discount Rate is greater than    
the Mortgage Rate on the related mortgage loan, then the Base Interest Fraction 
shall equal zero.                                                               

 For a description of Yield Maintenance Charges, see "Description of the
Mortgage Pool--Certain Terms and Conditions of the Mortgage Loans--Prepayment   
Provisions" in this prospectus supplement. See also "Risk Factors--Risks        
Relating to Enforceability of Yield Maintenance Charges or Defeasance           
Provisions" in this prospectus supplement and "Certain Legal Aspects of the     
Mortgage Loans--Default Interest and Limitations on Prepayments" in the         
prospectus regarding the enforceability of Yield Maintenance Charges.           

ASSUMED FINAL DISTRIBUTION DATE; RATED FINAL DISTRIBUTION DATE                  

    The "Assumed Final Distribution Date" with respect to any Class of Offered
Certificates is the Distribution Date on which the aggregate Certificate        
Balance of that Class of Certificates would be reduced to zero based on the     
assumptions set forth below. The Assumed Final Distribution Date will in each   
case be as follows:                                                             

                                                                [Download Table]

CLASS DESIGNATION          ASSUMED FINAL DISTRIBUTION DATE
-----------------------   --------------------------------
                                                          
   Class A-1 ..........          December 12, 2012        
   Class A-2 ..........           August 12, 2013         
   Class B ............           August 12, 2013         
   Class C ............           August 12, 2013         
   Class D ............           August 12, 2013         

The Assumed Final Distribution Dates set forth above were calculated  
without regard to any delays in the collection of balloon payments and without  
regard to a reasonable liquidation time with respect to any mortgage loans that 
may become delinquent. Accordingly, in the event of defaults on the mortgage    
loans, the actual final Distribution Date for one or more classes of the        
Offered Certificates may be later, and could be substantially later, than the   
related Assumed Final Distribution Date(s).                                     

In addition, the Assumed Final Distribution Dates set forth above were
calculated on the basis of a 0% CPR and assuming the ARD Loans are prepaid in   
full on their respective Anticipated Repayment Dates. Since the rate of payment 
(including prepayments) of the mortgage loans may                               

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exceed the scheduled rate of payments, and could exceed the scheduled rate by a 
substantial amount, the actual final Distribution Date for one or more Classes  
of the Offered Certificates may be earlier, and could be substantially earlier, 
than the related Assumed Final Distribution Date(s). The rate of payments       
(including prepayments) on the mortgage loans will depend on the                
characteristics of the mortgage loans, as well as on the prevailing level of    
interest rates and other economic factors, and we cannot assure you as to       
actual payment experience. Finally, the Assumed Final Distribution Dates were   
calculated assuming that there would not be an early termination of the trust   
fund.                                                                           

    The "Rated Final Distribution Date" for each Class of Offered Certificates
will be July 12, 2037, the first Distribution Date after the 24th month         
following the end of the stated amortization term for the mortgage loan that,   
as of the cut-off date, will have the longest remaining amortization term.      

SUBORDINATION; ALLOCATION OF COLLATERAL SUPPORT DEFICIT                         

The rights of holders of the Subordinate Certificates to receive      
distributions of amounts collected or advanced on the mortgage loans will be    
subordinated, to the extent described in this prospectus supplement, to the     
rights of holders of the Senior Certificates. Moreover, to the extent described 
in this prospectus supplement:                                                  

o  the rights of the holders of the Class NR certificates will be       
    subordinated to the rights of the holders of the Class N certificates,

  o  the rights of the holders of the Class N and Class NR certificates will
be subordinated to the rights of the holders of the Class M       
certificates,                                                     

o  the rights of the holders of the Class M, Class N and Class NR       
   certificates will be subordinated to the rights of the holders of the
Class L certificates,                                             

  o  the rights of the holders of the Class L, Class M, Class N and Class NR
   certificates will be subordinated to the rights of the holders of the
Class K certificates,                                             

  o  the rights of the holders of the Class K, Class L, Class M, Class N and
     Class NR certificates will be subordinated to the rights of the holders
of the Class J certificates,                                      

o  the rights of the holders of the Class J, Class K, Class L, Class M, 
     Class N and Class NR certificates will be subordinated to the rights of
the holders of the Class H certificates,                          

o  the rights of the holders of the Class H, Class J, Class K, Class L, 
    Class M, Class N and Class NR certificates will be subordinated to the
rights of the holders of the Class G certificates,                

o  the rights of the holders of the Class G, Class H, Class J, Class K, 
      Class L, Class M, Class N and Class NR certificates will be subordinated
to the rights of the holders of the Class F certificates,         

o  the rights of the holders of the Class F, Class G, Class H, Class J, 
  Class K, Class L, Class M, Class N and Class NR certificates will be
    subordinated to the rights of the holders of the Class E certificates,

o  the rights of the holders of the Class E, Class F, Class G, Class H, 
   Class J, Class K, Class L, Class M, Class N and Class NR certificates
will be subordinated to the rights of the holders of the Class D  
certificates,                                                     

o  the rights of the holders of the Class D, Class E, Class F, Class G, 
Class H, Class J, Class K, Class L, Class M, Class N and Class NR 
   certificates will be subordinated to the rights of the holders of the
Class C certificates,                                             

o  the rights of the holders of the Class C, Class D, Class E, Class F, 
     Class G, Class H, Class J, Class K, Class L, Class M, Class N and Class
      NR certificates will be subordinated to the rights of the holders of the
Class B certificates,                                             

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o  the rights of the holders of the Class B, Class C, Class D, Class E, 
    Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N
 and Class NR certificates will be subordinated to the rights of the
holders of the Senior Certificates, and                           

 o  the rights of the holders each of the Component Loan Certificates will
      be subordinated to the rights of the holders of the Offered Certificates
 and the holders of the Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class NR, Class X-1 and Class X-2      
     certificates with respect to distributions and the allocation of losses
 on the related Component Loan only, to the extent described in this
prospectus supplement.                                            

    This subordination is intended to enhance the likelihood of timely receipt
by the holders of the Senior Certificates of the full amount of all interest    
payable in respect of the Senior Certificates on each Distribution Date, and    
the ultimate receipt by the holders of the Class A Certificates of principal in 
an amount equal to, in each case, the entire Certificate Balance of the Class A 
Certificates. Similarly, but to decreasing degrees, this subordination is also  
intended to enhance the likelihood of timely receipt by the holders of the      
Class B certificates, the holders of the Class C certificates and the holders   
of the Class D certificates of the full amount of interest payable in respect   
of that Class of certificates on each Distribution Date, and the ultimate       
receipt by the holders of the Class B certificates, the holders of the Class C  
certificates and the holders of the Class D certificates of principal equal to  
the entire Certificate Balance of each of those Classes of Certificates.        

The protection afforded to the holders of the Class D certificates by 
means of the subordination of the Non-Offered Certificates that are Subordinate 
Certificates (the "Non-Offered Subordinate Certificates"), to the holders of    
the Class C certificates by the subordination of the Class D certificates and   
the Non-Offered Subordinate Certificates, to the holders of the Class B         
certificates by the subordination of the Class C and Class D certificates and   
the Non-Offered Subordinate Certificates and to the holders of the Senior       
Certificates by means of the subordination of the Subordinate Certificates will 
be accomplished by the application of the Available Distribution Amount on each 
Distribution Date in accordance with the order of priority described under      
"--Distributions" above and by the allocation of Collateral Support Deficits in 
the manner described below. No other form of credit support will be available   
for the benefit of the holders of the Offered Certificates.                     

 After the Cross-Over Date has occurred, allocation of principal will be
made to the Class A-1 and Class A-2 certificates, pro rata until their          
Certificate Balances have been reduced to zero. Prior to the Cross-Over Date,   
allocation of principal will be made first to the Class A Certificates until    
their Certificate Balances have been reduced to zero and then to the            
Subordinate Certificates. This allocation will have the effect of reducing the  
aggregate Certificate Balance of the Class A-1 and Class A-2 certificates at a  
proportionately faster rate than the rate at which the aggregate Stated         
Principal Balance of the pool of mortgage loans will decline. Therefore, as     
principal is distributed to the holders of the Class A-1 and Class A-2          
certificates, the percentage interest in the trust fund evidenced by the Class  
A-1 and Class A-2 certificates will be decreased (with a corresponding increase 
in the Percentage Interest in the trust fund evidenced by the Subordinate       
Certificates), thereby increasing, relative to their respective Certificate     
Balances, the subordination afforded the Class A-1 and Class A-2 certificates   
by the Subordinate Certificates.                                                

Following retirement of the Class A-1 and Class A-2 certificates, the 
successive allocation on each Distribution Date of the remaining Principal      
Distribution Amount to the Class B certificates, the Class C certificates and   
the Class D certificates, in that order, for so long as they are outstanding,   
will provide a similar benefit to that Class of Certificates as to the relative 
amount of subordination afforded by the outstanding classes of Certificates     
(other than the Component Loan Certificates, Class X Certificates and the       
Residual Certificates) with later alphabetical Class designations and the       
Component Loan Certificates with respect to the related Component Loan          
Principal Distribution Amount.                                                  

  On each Distribution Date, immediately following the distributions to be
made to the Certificateholders on that date, the Paying Agent is required to    
calculate the amount, if any, by                                                

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which (1) the aggregate Stated Principal Balance of the mortgage loans (or in   
the case of each Component Loan, the related Pooled Balance of the related      
Pooled Component after giving effect to any allocations of related Component    
Loan Collateral Support Deficit on such Distribution Date) expected to be       
outstanding immediately following that Distribution Date is less than (2) the   
aggregate Certificate Balance of the Certificates (other than the Component     
Loan Certificates) after giving effect to distributions of principal on that    
Distribution Date (any deficit, "Collateral Support Deficit"). The Paying Agent 
will be required to allocate any Collateral Support Deficit among the           
respective classes of Certificates as follows: to the Class NR, Class N, Class  
M, Class L, Class K, Class J, Class H, Class G, Class F, Class E, Class D,      
Class C and Class B certificates, in that order, and in each case in respect of 
and until the remaining Certificate Balance of that Class has been reduced to   
zero. Following the reduction of the Certificate Balances of all Classes of     
Subordinate Certificates to zero, the Paying Agent will be required to allocate 
the Collateral Support Deficit among the Classes of Class A-1 and Class A-2     
certificates pro rata (based upon their respective Certificate Balances), until 
the remaining Certificate Balances of the Class A-1 and Class A-2 certificates  
have been reduced to zero. Any Collateral Support Deficit allocated to a Class  
of Certificates will be allocated among respective Certificates of the Class in 
proportion to the Percentage Interests evidenced by those Certificates.         

   Mortgage loan losses will not be allocated to any Class of Component Loan
Certificates (other than mortgage loan losses on the related Component Loan) or 
the Class R, Class LR, Class X-1 or Class X-2 certificates. On each             
Distribution Date, immediately following the distributions to be made to the    
Component Loan Certificates and the related Pooled Component on that date, the  
Paying Agent is required to calculate with respect to each Component Loan, the  
amount, if any, by which (1) the aggregate Stated Principal Balance of that     
Component Loan expected to be outstanding immediately following that            
Distribution Date is less than (2) the related Pooled Balance of the related    
Pooled Component and the aggregate Certificate Balance of the related Component 
Loan Certificates after giving effect to distributions of principal on that     
Distribution Date (any deficit with respect to each Component Loan, a           
"Component Loan Collateral Support Deficit"). The Paying Agent will be required 
to allocate any Component Loan Collateral Support Deficit with respect to the   
One Alliance Center Loan, first, to reduce the Certificate Balance of the Class 
AC-3 certificates to zero, second, to reduce the Certificate Balance of the     
Class AC-2 certificates to zero and third, to reduce the Certificate Balance of 
the Class AC-1 certificates to zero and then to reduce the related Pooled       
Balance of the related Pooled Component to zero. The Paying Agent will be       
required to allocate any Component Loan Collateral Support Deficit with respect 
to the Battlefield Mall Loan, first, to reduce the Certificate Balance of the   
Class BM-3 certificates to zero, second, to reduce the Certificate Balance of   
the Class BM-2 certificates to zero, third, to reduce the Certificate Balance   
of the Class BM-1 certificates to zero and then to reduce the Pooled Balance of 
the related Pooled Component to zero.                                           

    Mortgage loan losses and Collateral Support Deficits will not be allocated
to the Class R or Class LR Certificates and will not be directly allocated to   
the Class X Certificates. However, the Notional Amounts of the Class X          
Certificates may be reduced if the related Class of Certificates are reduced by 
such loan losses or such Collateral Support Deficits.                           

In general, Collateral Support Deficits and Component Loan Collateral 
Support Deficits could result from the occurrence of: (1) losses and other      
shortfalls on or in respect of the mortgage loans, including as a result of     
defaults and delinquencies on the mortgage loans, Nonrecoverable Advances made  
in respect of the mortgage loans, the payment to the Special Servicer of any    
compensation as described in "Servicing of the Mortgage Loans--Servicing and    
Other Compensation and Payment of Expenses" in this prospectus supplement, and  
the payment of interest on Advances and certain servicing expenses; and (2)     
certain unanticipated, non-mortgage loan specific expenses of the trust fund,   
including certain reimbursements to the Trustee as described under "Description 
of the Pooling Agreements--Certain Matters Regarding the Trustee" in the        
prospectus, certain reimbursements to the Paying Agent as described under       
"Description of the Certificates--Paying Agent, Certificate Registrar and       
Authenticating Agent" in the prospectus supplement, certain reimbursements to   
the Master Servicer and the Depositor                                           

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as described under "Description of the Pooling Agreements--Certain Matters      
Regarding the Master Servicer and the Depositor" in the prospectus, and certain 
federal, state and local taxes, and certain tax-related expenses, payable out   
of the trust fund as described under "Certain Federal Income Tax                
Consequences--Federal Income Tax Consequences for REMIC Certificates" and       
"--Taxes That May Be Imposed on the REMIC Pool" in the prospectus. Accordingly, 
the allocation of Collateral Support Deficit and Component Loan Collateral      
Support Deficit as described above will constitute an allocation of losses and  
other shortfalls experienced by the trust fund.                                 

  A Class of Offered Certificates will be considered outstanding until its
Certificate Balance is reduced to zero. However, notwithstanding a reduction of 
its Certificate Balance to zero, reimbursements of any previously allocated     
Collateral Support Deficits are required thereafter to be made to a class of    
Offered Certificates in accordance with the payment priorities set forth in     
"--Distributions--Priority" above.                                              

ADVANCES                                                                        

On the business day immediately preceding each Distribution Date (the 
"Master Servicer Remittance Date"), the Master Servicer will be obligated, to   
the extent determined to be recoverable as described below, to make advances    
(each, a "P&I Advance") out of its own funds or, subject to the replacement of  
those funds as provided in the Pooling and Servicing Agreement, certain funds   
held in the Certificate Account that are not required to be part of the         
Available Distribution Amount for that Distribution Date, in an amount equal to 
(but subject to reduction as described in the following paragraph) the          
aggregate of: (1) all Periodic Payments (net of any applicable Servicing Fees), 
other than balloon payments, which were due on the mortgage loans (including    
the Non-Pooled Component of each Component Loan) and any REO Loan during the    
related Due Period and not received as of the Master Servicer Remittance Date;  
and (2) in the case of each mortgage loan delinquent in respect of its balloon  
payment as of the related Master Servicer Remittance Date (including any REO    
Loan as to which the balloon payment would have been past due) and each REO     
Loan, an amount equal to its Assumed Scheduled Payment. The Master Servicer's   
obligations to make P&I Advances in respect of any mortgage loan or REO         
Property will continue, except if a determination as to non-recoverability is   
made, through and up to liquidation of the mortgage loan or disposition of the  
REO Property, as the case may be. However, no interest will accrue on any P&I   
Advance made with respect to a mortgage loan unless the related Periodic        
Payment is received after the related due date has passed and any applicable    
grace period has expired or if the related Periodic Payment is received prior   
to the Master Servicer Remittance Date. To the extent that the Master Servicer  
fails to make a P&I Advance that it is required to make under the Pooling and   
Servicing Agreement, the Trustee will make the required P&I Advance in          
accordance with the terms of the Pooling and Servicing Agreement.               

    Neither the Master Servicer nor the Trustee will be required to make a P&I
Advance for default interest, Yield Maintenance Charges or Excess Interest.     

   If an Appraisal Reduction has been made with respect to any mortgage loan
and such mortgage loan experiences subsequent delinquencies then the interest   
portion of any P&I Advance in respect of that mortgage loan for the related     
Distribution Date will be reduced (there will be no reduction in the principal  
portion of such P&I Advance) to equal the product of (x) the amount of the      
interest portion of the P&I Advance for that mortgage loan for the related      
Distribution Date without regard to this sentence, and (y) a fraction,          
expressed as a percentage, the numerator of which is equal to the Stated        
Principal Balance of that mortgage loan immediately prior to the related        
Distribution Date, net of the related Appraisal Reduction, if any, and the      
denominator of which is equal to the Stated Principal Balance of that mortgage  
loan immediately prior to the related Distribution Date. For purposes of the    
immediately preceding sentence, the Periodic Payment due on the maturity date   
for a balloon loan will be the Assumed Scheduled Payment for the related        
Distribution Date.                                                              

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 In addition to P&I Advances, the Master Servicer will also be obligated
and the Special Servicer will have the option (subject to the limitations       
described in this prospectus supplement) to make advances ("Servicing Advances" 
and, collectively with P&I Advances, "Advances") in connection with the         
servicing and administration of any mortgage loan in respect of which a         
default, delinquency or other unanticipated event has occurred or is reasonably 
foreseeable, or, in connection with the servicing and administration of any     
Mortgaged Property or REO Property, in order to pay delinquent real estate      
taxes, assessments and hazard insurance premiums and to cover other similar     
costs and expenses necessary to preserve the priority of or enforce the related 
mortgage loan documents or to protect, lease, manage and maintain the related   
Mortgaged Property (and with respect to the Sav On-LA AB Loan, such Advances    
include advances to prevent a default by the borrower under the lease with the  
tenant, subject to customary standards of recoverability). To the extent that   
the Master Servicer fails to make a Servicing Advance that it is required to    
make under the Pooling and Servicing Agreement and the Trustee has notice of    
this failure, the Trustee will make the required Servicing Advance in           
accordance with the terms of the Pooling and Servicing Agreement.               

  The Master Servicer, the Special Servicer or the Trustee, as applicable,
will be entitled to recover any Advance made out of its own funds from any      
amounts collected in respect of the mortgage loan as to which that Advance was  
made, whether in the form of late payments, Insurance and Condemnation          
Proceeds, Liquidation Proceeds or otherwise from the mortgage loan ("Related    
Proceeds"). Notwithstanding the foregoing, none of the Master Servicer, the     
Special Servicer or the Trustee will be obligated to make any Advance that it   
determines in its reasonable judgment would, if made, not be recoverable        
(including interest on the Advance) out of Related Proceeds (a "Nonrecoverable  
Advance"), and each of the Master Servicer, the Special Servicer and the        
Trustee will be entitled to recover any Advance made by it that it subsequently 
determines to be a Nonrecoverable Advance out of general funds on deposit in    
the Certificate Account. The Trustee will be entitled to rely conclusively on   
any non-recoverability determination of the Master Servicer or the Special      
Servicer, as applicable. Nonrecoverable Advances will represent a portion of    
the losses to be borne by the Certificateholders. No P&I Advances will be made  
with respect to delinquent amounts due on any Companion Loan and no Advances    
will be made on any Companion Loan if the related AB Loan is no longer a part   
of the trust. See "Description of the Certificates--Advances in Respect of      
Delinquencies" and "Description of the Pooling Agreements--Certificate Account" 
in the prospectus.                                                              

Upon determination that a previously made Advance is not recoverable, 
instead of obtaining reimbursement out of general collections immediately, the  
Master Servicer, or the Trustee, as applicable, may, to the extent that such    
reimbursement will cause a shortfall in the interest distributable with respect 
to any of the Offered Certificates, in its sole discretion, elect to obtain     
reimbursement for such Nonrecoverable Advance over time (not to exceed 6 months 
or such longer period of time as agreed to by the Master Servicer or the        
Trustee, as applicable, and the Directing Certificateholder, each in its sole   
discretion) and the unreimbursed portion of such Advance will accrue interest   
at the Reimbursement Rate. At any time after such a determination to obtain     
reimbursement over time, the Master Servicer, the Special Servicer or the       
Trustee, as applicable, may, in its sole discretion, decide to obtain           
reimbursement immediately. The fact that a decision to recover such             
Nonrecoverable Advances over time, or not to do so, benefits some Classes of    
Certificateholders to the detriment of other Classes shall not, with respect to 
the Master Servicer, constitute a violation of the Servicing Standards and/or   
with respect to the Trustee, constitute a violation of any fiduciary duty to    
Certificateholders or contractual duty under the Pooling and Servicing          
Agreement.                                                                      

In connection with its recovery of any Advance, each of the Master    
Servicer, the Special Servicer and the Trustee will be entitled to be paid, out 
of any amounts then on deposit in the Certificate Account, interest at the      
Prime Rate (the "Reimbursement Rate") accrued on the amount of the Advance from 
the date made to but not including the date of reimbursement. The "Prime Rate"  
will be the prime rate, for any day, set forth in The Wall Street Journal, New  
York edition.                                                                   

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 Each Statement to Certificateholders furnished or made available by the
Paying Agent to the Certificateholders will contain information relating to the 
amounts of Advances made with respect to the related Distribution Date. See     
"Description of the Certificates--Reports to Certificateholders; Certain        
Available Information" in this prospectus supplement and "Description of the    
Certificates--Reports to Certificateholders" in the prospectus.                 

APPRAISAL REDUCTIONS                                                            

    After an Appraisal Reduction Event has occurred, an Appraisal Reduction is
required to be calculated. An "Appraisal Reduction Event" will occur on the     
earliest of:                                                                    

(1) 120 days after an uncured delinquency (without regard to the    
application of any grace period) occurs in respect of a mortgage loan;  

     (2) the date on which a reduction in the amount of Periodic Payments on a
mortgage loan, or a change in any other material economic term of the   
  mortgage loan (other than an extension of its maturity), becomes effective
 as a result of a modification of the related mortgage loan by the Special
Servicer;                                                               

(3) the date on which a receiver has been appointed;                

(4) 60 days after a borrower declares bankruptcy;                   

     (5) 60 days after the date on which an involuntary petition of bankruptcy
is filed with respect to the borrower;                                  

   (6) 90 days after an uncured delinquency occurs in respect of a balloon
payment for a mortgage loan if the borrower has not delivered to the    
Master Servicer on the related maturity date a written refinancing      
commitment reasonably satisfactory in form and substance to the Master  
Servicer which provides that such refinancing will occur within 60 days;
and                                                                     

(7) immediately after a mortgage loan becomes an REO Loan.          

No Appraisal Reduction Event may occur at any time when the aggregate 
Certificate Balance of all Classes of Certificates (other than the Class A      
Certificates) has been reduced to zero.                                         

  The "Appraisal Reduction" for any Distribution Date and for any mortgage
loan as to which any Appraisal Reduction Event has occurred will be an amount   
calculated by the Special Servicer, in consultation with the Directing          
Certificateholder, as of the first Determination Date following the date the    
Special Servicer receives or performs such appraisal equal to the excess of (a) 
the Stated Principal Balance of that mortgage loan (including the related       
Non-Pooled Component, if applicable) over (b) the excess of (1) the sum of (a)  
90% of the appraised value of the related Mortgaged Property as determined (A)  
by one or more MAI appraisals with respect to any mortgage loan (together with  
any other mortgage loan cross-collateralized with such mortgage loan) with an   
outstanding principal balance equal to or in excess of $2,000,000 (the costs of 
which will be paid by the Master Servicer as an Advance), or (B) by an internal 
valuation performed by the Special Servicer with respect to any mortgage loan   
(together with any other mortgage loan cross-collateralized with such mortgage  
loan) with an outstanding principal balance less than $2,000,000, and (b) all   
escrows, letters of credit and reserves in respect of such mortgage loan as of  
the date of calculation over (2) the sum as of the due date occurring in the    
month of the date of determination of (A) to the extent not previously advanced 
by the Master Servicer or the Trustee, all unpaid interest on that mortgage     
loan at a per annum rate equal to the Mortgage Rate, (B) all unreimbursed       
Advances and interest on those Advances at the Reimbursement Rate in respect of 
that mortgage loan and (C) all currently due and unpaid real estate taxes and   
assessments, insurance premiums and ground rents, unpaid Special Servicing Fees 
and all other amounts due and unpaid under the mortgage loan (which tax,        
premiums, ground rents and other amounts have not been the subject of an        
Advance by the Master Servicer, the Special Servicer or the Trustee, as         
applicable).                                                                    

  The Special Servicer will be required to order an appraisal or conduct a
valuation promptly upon the occurrence of an Appraisal Reduction Event. On the  
first Determination Date occurring                                              

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on or after the delivery of the MAI appraisal or the completion of the          
valuation, the Special Servicer will be required to calculate in consultation   
with the Directing Certificateholder and report to the Directing                
Certificateholder (and, in the case of each Component Loan, the related         
Component Loan Operating Advisor), the Master Servicer and the Paying Agent,    
the Appraisal Reduction, taking into account the results of such appraisal or   
valuation. In the event that the Special Servicer has not received any required 
MAI appraisal within 60 days after the Appraisal Reduction Event (or, in the    
case of an appraisal in connection with an Appraisal Reduction Event described  
in clause (2) of the third preceding paragraph, within 120 days after the       
initial delinquency for the related Appraisal Reduction Event), the amount of   
the Appraisal Reduction will be deemed to be an amount equal to 25% of the      
current Stated Principal Balance of the related mortgage loan (including the    
related Non-Pooled Component, if applicable) until the MAI appraisal is         
received.                                                                       

    As a result of calculating one or more Appraisal Reductions, the amount of
any required P&I Advance will be reduced, which will have the effect of         
reducing the amount of interest available to the most subordinate Class of      
Certificates then outstanding (i.e., first to the Class NR certificates, then   
to the Class N certificates, then to the Class M certificates, then to the      
Class L certificates, then to the Class K certificates, then to the Class J     
certificates, then to the Class H certificates, then to the Class G             
certificates, then to the Class F certificates, then to the Class E             
certificates, then to the Class D certificates, then to the Class C             
certificates and then to the Class B certificates); provided that with respect  
to an Appraisal Reduction on a Component Loan, such Appraisal Reduction will be 
applied to the related Component Loan Certificates prior to any application of  
such Appraisal Reduction to the related Pooled Component (and as a result to    
the Offered Certificates). See "--Advances" above.                              

   With respect to each mortgage loan as to which an Appraisal Reduction has
occurred (unless the mortgage loan has remained current for three consecutive   
Periodic Payments, and with respect to which no other Appraisal Reduction Event 
has occurred with respect thereto during the preceding three months), the       
Special Servicer is required, within 30 days of each annual anniversary of the  
related Appraisal Reduction Event to order an appraisal (which may be an update 
of a prior appraisal), the cost of which will be a Servicing Advance, or to     
conduct an internal valuation, as applicable. Based upon the appraisal or       
valuation, the Special Servicer is required to redetermine in consultation with 
the Directing Certificateholder and report to the Directing Certificateholder   
(and, in the case of each Component Loan, the related Component Loan Operating  
Advisor), the Master Servicer, the Trustee and the Paying Agent, the            
recalculated amount of the Appraisal Reduction with respect to the mortgage     
loan. The Directing Certificateholder will have 10 business days to review and  
approve each calculation of any recalculated Appraisal Reduction; provided,     
however, that if the Directing Certificateholder fails to approve any           
calculation of the recalculated Appraisal Reduction within 30 days of receipt,  
such consent will be deemed to be given. Notwithstanding the foregoing, the     
Special Servicer will not be required to obtain an appraisal or valuation with  
respect to a mortgage loan which is the subject of an Appraisal Reduction Event 
to the extent the Special Servicer has obtained an appraisal or valuation with  
respect to the related Mortgaged Property within the 12-month period prior to   
the occurrence of the Appraisal Reduction Event. Instead, the Special Servicer  
may use the prior appraisal or valuation in calculating any Appraisal Reduction 
with respect to the mortgage loan, provided that the Special Servicer is not    
aware of any material change to the Mortgaged Property, its earnings potential  
or risk characteristics, or marketability, or market conditions that has        
occurred that would affect the validity of the appraisal or valuation.          

Any mortgage loan previously subject to an Appraisal Reduction which  
becomes current and remains current for three consecutive Periodic Payments,    
and with respect to which no other Appraisal Reduction Event has occurred and   
is continuing, will no longer be subject to an Appraisal Reduction.             

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REPORTS TO CERTIFICATEHOLDERS; CERTAIN AVAILABLE INFORMATION                    

On each Distribution Date, the Paying Agent will be required to make  
available on its website to each holder of a Certificate, the Master Servicer,  
the Underwriters, the Special Servicer, the Directing Certificateholder (or, in 
the case of each Component Loan, the related Component Loan Operating Advisor), 
each Rating Agency and certain assignees of the Depositor, including a          
financial market publisher (which is anticipated to initially be Bloomberg,     
L.P.), if any, a statement (a "Statement to Certificateholders") based upon     
information provided by the Master Servicer in accordance with the Commercial   
Mortgage Securities Association (or any successor organization reasonably       
acceptable to the Master Servicer and the Paying Agent) guidelines setting      
forth, among other things:                                                      

(1) the amount of the distribution on the Distribution Date to the  
holders of each Class of Certificates in reduction of the Certificate   
Balance of the Certificates;                                            

(2) the amount of the distribution on the Distribution Date to the  
holders of each Class of Certificates allocable to Distributable        
Certificate Interest;                                                   

(3) the aggregate amount of P&I Advances made in respect of the     
Distribution Date;                                                      

(4) the aggregate amount of compensation paid to the Trustee and the
Paying Agent and servicing compensation paid to the Master Servicer and 
the Special Servicer with respect to the Due Period for the Distribution
Date;                                                                   

    (5) the aggregate Stated Principal Balance of the mortgage loans and any
REO Loans outstanding immediately before and immediately after the      
Distribution Date;                                                      

   (6) the number, aggregate principal balance, weighted average remaining
 term to maturity and weighted average Mortgage Rate of the mortgage loans
as of the end of the related Due Period for the Distribution Date;      

(7) the number and aggregate principal balance of mortgage loans (A)
delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent 90 days
or more, (D) current but specially serviced or in foreclosure but not an
REO Property and (E) for which the related borrower is subject to       
oversight by a bankruptcy court;                                        

  (8) the value of any REO Property included in the trust fund as of the
Determination Date for the Distribution Date, on a loan-by-loan basis,  
based on the most recent appraisal or valuation;                        

(9) the Available Distribution Amount for the Distribution Date;    

(10) the amount of the distribution on the Distribution Date to the 
holders of each Class of Certificates allocable to Yield Maintenance  
Charges;                                                              

(11) the Pass-Through Rate for each Class of Certificates for the   
Distribution Date and the next succeeding Distribution Date;          

(12) the Scheduled Principal Distribution Amount and the Unscheduled
Principal Distribution Amount for the Distribution Date;              

   (13) the Certificate Balance or Notional Amount, as the case may be, of
 each Class of Certificates immediately before and immediately after the
  Distribution Date, separately identifying any reduction in these amounts
as a result of the allocation of any Collateral Support Deficit or    
Component Loan Collateral Support Deficit on the Distribution Date;   

  (14) the fraction, expressed as a decimal carried to eight places, the
numerator of which is the then related Certificate Balance or Notional
 Amount, as the case may be, and the denominator of which is the related
   initial aggregate Certificate Balance or Notional Amount, as the case may
   be, for each Class of Certificates (other than the Residual Certificates)
immediately following the Distribution Date;                          

   (15) the amount of any Appraisal Reductions effected in connection with
the Distribution Date on a loan-by-loan basis and the total Appraisal 
Reduction effected in connection with such Distribution Date;         

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(16) the number and Stated Principal Balances of any mortgage loans 
    extended or modified since the previous Determination Date (or in the case
   of the first Distribution Date, as of the cut-off date) on a loan-by-loan
basis;                                                                

(17) the amount of any remaining unpaid interest shortfalls for each
Class of Certificates as of the Distribution Date;                    

   (18) a loan-by-loan listing of each mortgage loan which was the subject
    of a principal prepayment since the previous Determination Date (or in the
case of the first Distribution Date, as of the cut-off date) and the  
amount and the type of principal prepayment occurring;                

     (19) a loan-by-loan listing of any mortgage loan which was defeased since
   the previous Determination Date (or in the case of the first Distribution
Date, as of the cut-off date);                                        

     (20) all deposits into, withdrawals from, and the balance of the Interest
Reserve Account on the related Master Servicer Remittance Date;       

(21) the amount of the distribution on the Distribution Date to the 
holders of each Class of Certificates in reimbursement of Collateral  
Support Deficit or Component Loan Collateral Support Deficit;         

(22) the aggregate unpaid principal balance of the mortgage loans   
    outstanding as of the close of business on the related Determination Date;

     (23) with respect to any mortgage loan as to which a liquidation occurred
since the previous Determination Date (or in the case of the first    
    Distribution Date, as of the cut-off date) (other than a payment in full),
  (A) its loan number, (B) the aggregate of all Liquidation Proceeds which
are included in the Available Distribution Amount and Component Loan  
Available Funds and other amounts received in connection with the     
    liquidation (separately identifying the portion allocable to distributions
   on the Certificates) and (C) the amount of any Collateral Support Deficit
or Component Loan Collateral Support Deficit in connection with the   
liquidation;                                                          

   (24) with respect to any REO Property included in the trust as to which
the Special Servicer determined, in accordance with accepted Servicing
  Standards, that all payments or recoveries with respect to the Mortgaged
  Property have been ultimately recovered since the previous Determination
   Date, (A) the loan number of the related mortgage loan, (B) the aggregate
   of all Liquidation Proceeds and other amounts received in connection with
that determination (separately identifying the portion allocable to   
    distributions on the Certificates) and (C) the amount of any realized loss
   in respect of the related REO Loan in connection with that determination;

    (25) the aggregate amount of interest on P&I Advances paid to the Master
   Servicer and the Trustee since the previous Determination Date (or in the
case of the first Distribution Date, as of the cut-off date);         

   (26) the aggregate amount of interest on Servicing Advances paid to the
  Master Servicer, the Special Servicer and the Trustee since the previous
  Determination Date (or in the case of the first Distribution Date, as of
the cut-off date);                                                    

   (27) the original and then-current credit support levels for each Class
of Certificates;                                                      

(28) the original and then-current ratings for each Class of        
Certificates;                                                         

(29) the amount of the distribution on the Distribution Date to the 
holders of the Residual Certificates; and                             

  (30) the aggregate amount of Yield Maintenance Charges collected since
   the previous Determination Date (or in the case of the first Distribution
Date, as of the cut-off date).                                        

   The Paying Agent will make available the Statements to Certificateholders
through its website which is initially located at www.etrustee.net. In          
addition, the Paying Agent may make                                             

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certain other information and reports (including the collection of reports      
specified by The Commercial Mortgage Securities Association (or any successor   
organization reasonably acceptable to the Paying Agent and the Master Servicer) 
as the "CMSA Investor Reporting Package") related to the mortgage loans         
available, to the extent that the Paying Agent receives such information and    
reports from the Master Servicer, and direction from the Depositor, or is       
otherwise directed to do so under the Pooling and Servicing Agreement. The      
Paying Agent will not make any representations or warranties as to the accuracy 
or completeness of any information provided by it and may disclaim              
responsibility for any information for which it is not the original source. In  
connection with providing access to the Paying Agent's website, the Paying      
Agent may require registration and acceptance of a disclaimer. The Paying Agent 
will not be liable for the dissemination of information made in accordance with 
the Pooling and Servicing Agreement.                                            

 In the case of information furnished pursuant to clauses (1), (2), (10)
and (15) above, the amounts will be expressed as a dollar amount in the         
aggregate for all Certificates of each applicable Class and per any definitive  
certificate. In addition, within a reasonable period of time after the end of   
each calendar year, the Paying Agent is required to furnish to each person or   
entity who at any time during the calendar year was a holder of a Certificate,  
a statement containing the information set forth in clauses (1), (2) and (10)   
above as to the applicable Class, aggregated for the related calendar year or   
applicable partial year during which that person was a Certificateholder,       
together with any other information that the Paying Agent deems necessary or    
desirable, or that a Certificateholder or Certificate Owner reasonably          
requests, to enable Certificateholders to prepare their tax returns for that    
calendar year. This obligation of the Paying Agent will be deemed to have been  
satisfied to the extent that substantially comparable information will be       
provided by the Paying Agent pursuant to any requirements of the Code as from   
time to time are in force.                                                      

The Paying Agent will be required to provide or make available to a   
financial market publisher, which is anticipated initially to be Bloomberg,     
L.P., certain current information with respect to the Mortgaged Properties on a 
monthly basis, including current and original net operating income, debt        
service coverage ratio based upon borrowers' annual operating statements and    
occupancy rates, to the extent it has received the information from the Master  
Servicer pursuant to the Pooling and Servicing Agreement.                       

    The Pooling and Servicing Agreement requires that the Paying Agent (except
for items (6) and (7) below, which will be made available by the Trustee) make  
available at its offices, during normal business hours, for review by any       
holder of an Offered Certificate, the Mortgage Loan Sellers, the Depositor, the 
Special Servicer, the Master Servicer, the Directing Certificateholder (and, in 
the case of each Component Loan, the related Component Loan Operating Advisor), 
each Rating Agency, any designee of the Depositor or any other person to whom   
the Paying Agent or the Trustee, as applicable, believes the disclosure is      
appropriate, upon their prior written request, originals or copies of, among    
other things, the following items:                                              

(1) the Pooling and Servicing Agreement and any amendments to that  
agreement;                                                              

     (2) all Statements to Certificateholders made available to holders of the
relevant Class of Offered Certificates since the Closing Date;          

  (3) all officer's certificates delivered to the Trustee and the Paying
Agent since the Closing Date as described under "Description of the     
Pooling Agreements--Evidence as to Compliance" in the prospectus;       

(4) all accountants' reports delivered to the Trustee and the Paying
Agent since the Closing Date as described under "Description of the     
Pooling Agreements--Evidence as to Compliance" in the prospectus;       

   (5) the most recent property inspection report prepared by or on behalf
  of the Master Servicer or the Special Servicer and delivered to the Paying
Agent in respect of each Mortgaged Property;                            

(6) copies of the mortgage loan documents;                          

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   (7) any and all modifications, waivers and amendments of the terms of a
 mortgage loan entered into by the Master Servicer or the Special Servicer
and delivered to the Trustee; and                                       

     (8) any and all statements and reports delivered to, or collected by, the
  Master Servicer or the Special Servicer, from the borrowers, including the
 most recent annual property Operating Statements, rent rolls and borrower
financial statements, but only to the extent that the statements and    
reports have been delivered to the Paying Agent.                        

 Copies of any and all of the foregoing items will be available to those
named in the above paragraph, from the Paying Agent or the Trustee, as          
applicable, upon request; however, the Paying Agent or the Trustee, as          
applicable, will be permitted to require payment of a sum sufficient to cover   
the reasonable costs and expenses of providing the copies, except that the      
Directing Certificateholder shall be entitled to receive such items free of     
charge. Pursuant to the Pooling and Servicing Agreement, the Master Servicer    
will use reasonable efforts to enforce all provisions of the mortgage loan      
documents relating to the submission of financial and property information.     

  The Pooling and Servicing Agreement will require the Master Servicer and
the Paying Agent, subject to certain restrictions (including execution and      
delivery of a confidentiality agreement) set forth in the Pooling and Servicing 
Agreement, to provide certain of the reports or, in the case of the Master      
Servicer and the Controlling Class Certificateholder, access to the reports     
available as set forth above, as well as certain other information received by  
the Master Servicer or the Paying Agent, as the case may be, to any             
Certificateholder, the Underwriters, the Mortgage Loan Sellers, any Certificate 
Owner or any prospective investor so identified by a Certificate Owner or an    
Underwriter, that requests reports or information. However, the Paying Agent    
and the Master Servicer will be permitted to require payment of a sum           
sufficient to cover the reasonable costs and expenses of providing copies of    
these reports or information, except that, other than for extraordinary or      
duplicate requests, the Directing Certificateholder shall be entitled to        
reports and information free of charge. Except as otherwise set forth in this   
paragraph, until the time definitive certificates are issued, notices and       
statements required to be mailed to holders of Certificates will be available   
to Certificate Owners of Offered Certificates only to the extent they are       
forwarded by or otherwise available through DTC and its Participants.           
Conveyance of notices and other communications by DTC to Participants, and by   
Participants to Certificate Owners, will be governed by arrangements among      
them, subject to any statutory or regulatory requirements as may be in effect   
from time to time. Except as otherwise set forth in this paragraph, the Master  
Servicer, the Special Servicer, the Trustee, the Paying Agent and the Depositor 
are required to recognize as Certificateholders only those persons in whose     
names the Certificates are registered on the books and records of the           
Certificate Registrar. The initial registered holder of the Offered             
Certificates will be Cede & Co., as nominee for DTC.                            

VOTING RIGHTS                                                                   

  At all times during the term of the Pooling and Servicing Agreement, the
voting rights for the Certificates (the "Voting Rights") will be allocated      
among the respective classes of Certificateholders as follows: (1) 4% in the    
case of the Class X Certificates (allocated pro rata between the Class X-1 and  
Class X-2 Certificates based upon their Notional Amounts), and (2) in the case  
of any other Class of Certificates (other than the Component Loan Certificates  
and the Residual Certificates), a percentage equal to the product of 96% and a  
fraction, the numerator of which is equal to the aggregate Certificate Balance  
of the class, in each case, determined as of the prior Distribution Date, and   
the denominator of which is equal to the aggregate Certificate Balance of all   
classes of Certificates (other than the Component Loan Certificates), each      
determined as of the prior Distribution Date. None of the Class AC, Class BM,   
Class R nor the Class LR certificates will be entitled to any Voting Rights.    
For purposes of determining Voting Rights, the Certificate Balance of each      
Class (other than the Component Loan Certificates) will not be reduced by the   
amount allocated to that Class of any Appraisal Reductions related to mortgage  
loans as to which Liquidation Proceeds or other final payment have not yet been 
received. Voting Rights allocated to a Class of Certificateholders will be      
allocated among the Certificateholders in                                       

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proportion to the Percentage Interests evidenced by their respective            
Certificates. Solely for purposes of giving any consent, approval or waiver     
pursuant to the Pooling and Servicing Agreement, neither the Master Servicer,   
the Special Servicer nor the Depositor will be entitled to exercise any Voting  
Rights with respect to any Certificates registered in its name, if the consent, 
approval or waiver would in any way increase its compensation or limit its      
obligations in the named capacities under the Pooling and Servicing Agreement;  
provided, however, that the restrictions will not apply to the exercise of the  
Special Servicer's rights, if any, as a member of the Controlling Class.        

TERMINATION; RETIREMENT OF CERTIFICATES                                         

The obligations created by the Pooling and Servicing Agreement will   
terminate upon payment (or provision for payment) to all Certificateholders of  
all amounts held by the Paying Agent on behalf of the Trustee and required to   
be paid following the earlier of (1) the final payment (or related Advance) or  
other liquidation of the last mortgage loan or REO Property subject thereto or  
(2) the purchase or other liquidation of all of the assets of the trust fund by 
the holders of the Controlling Class, the Special Servicer, the Master Servicer 
or the holders of the Class LR certificates, in that order of priority. Written 
notice of termination of the Pooling and Servicing Agreement will be given to   
each Certificateholder, and the final distribution will be made only upon       
surrender and cancellation of the Certificates at the office of the Certificate 
Registrar or other location specified in the notice of termination.             

The holders of the Controlling Class, the Special Servicer, the Master
Servicer and the holders of the Class LR certificates (in that order) will have 
the right to purchase all of the assets of the trust fund (including the        
Non-Pooled Components). This purchase of all the mortgage loans and other       
assets in the trust fund is required to be made at a price equal to the sum of  
(1)  the aggregate Purchase Price of all the mortgage loans (including the      
Non-Pooled Components) (exclusive of REO Loans) then included in the trust fund 
and (2) the aggregate fair market value of all REO Properties then included in  
the trust fund (which fair market value for any REO Property may be less than   
the Purchase Price for the corresponding REO Loan), as determined by an         
appraiser selected and mutually agreed upon by the Master Servicer and the      
Trustee, plus the reasonable out-of-pocket expenses of the Master Servicer      
related to such purchase, unless the Master Servicer is the purchaser. This     
purchase will effect early retirement of the then outstanding Offered           
Certificates, but the rights of the holders of the Controlling Class, the       
Special Servicer, the Master Servicer or the holders of the Class LR            
certificates to effect the termination is subject to the requirement that the   
then aggregate Stated Principal Balance of the pool of mortgage loans           
(including the Non-Pooled Components) be less than 1% of the Initial Pool       
Balance.                                                                        

  On the final Distribution Date, the aggregate amount paid by the holders
of the Controlling Class, the Special Servicer, the Master Servicer or the      
holders of the Class LR certificates, as the case may be, for the mortgage      
loans and other assets in the trust fund (if the trust fund is to be terminated 
as a result of the purchase described in the preceding paragraph), together     
with all other amounts on deposit in the Certificate Account and not otherwise  
payable to a person other than the Certificateholders (see "Description of the  
Pooling Agreements--Certificate Account" in the prospectus), will be applied    
generally as described above under "--Distributions--Priority" in this          
prospectus supplement.                                                          

Any optional termination by the holders of the Controlling Class, the 
Special Servicer, the Master Servicer or the holders of the Class LR            
certificates would result in prepayment in full of the Certificates and would   
have an adverse effect on the yield of the Class X Certificates because a       
termination would have an effect similar to a principal prepayment in full of   
the mortgage loans and, as a result, investors in the Class X Certificates and  
any other Certificates purchased at premium might not fully recoup their        
initial investment. See "Yield and Maturity Considerations" in this prospectus  
supplement.                                                                     

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THE TRUSTEE                                                                     

    Wells Fargo Bank Minnesota, N.A., a national banking association, with its
principal offices located in Minneapolis, Minnesota, will act as Trustee on     
behalf of the Certificateholders. The corporate trust office of the Trustee is  
located at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951, ATTN:        
Corporate Trust Services (CMBS) J.P. Morgan Chase Commercial Mortgage           
Securities Corp., Series 2003-CIBC6. As compensation for the performance of its 
routine duties, the Trustee will be paid a fee (the "Trustee Fee"). The Trustee 
Fee will be payable monthly from amounts received in respect of the mortgage    
loans and will be equal to the product of a rate equal to 0.0021% per annum     
(the "Trustee Fee Rate") and the Stated Principal Balance of the mortgage loans 
and in the same manner as interest is calculated on the related mortgage loan.  
The Trustee Fee includes the Paying Agent Fee, and the Trustee Fee Rate         
includes the Paying Agent Fee Rate. In addition, the Trustee will be entitled   
to recover from the trust fund all reasonable unanticipated expenses and        
disbursements incurred or made by the Trustee in accordance with any of the     
provisions of the Pooling and Servicing Agreement, but not including routine    
expenses incurred in the ordinary course of performing its duties as Trustee    
under the Pooling and Servicing Agreement, and not including any expense,       
disbursement or advance as may arise from its willful misfeasance, negligence   
or bad faith. See "Description of the Pooling Agreements--The Trustee,"         
"--Duties of the Trustee," "--Certain Matters Regarding the Trustee" and        
"--Resignation and Removal of the Trustee" in the prospectus.                   

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SERVICING OF THE MORTGAGE LOANS 

GENERAL                                                                         

The servicing of the mortgage loans and any REO Properties will be    
governed by the Pooling and Servicing Agreement. The following summaries        
describe certain provisions of the Pooling and Servicing Agreement relating to  
the servicing and administration of the mortgage loans and any REO Properties.  
The summaries do not purport to be complete and are subject, and qualified in   
their entirety by reference, to the provisions of the Pooling and Servicing     
Agreement. Reference is made to the prospectus for additional information       
regarding the terms of the Pooling and Servicing Agreement relating to the      
servicing and administration of the mortgage loans and any REO Properties,      
provided that the information in this prospectus supplement supersedes any      
contrary information set forth in the prospectus. See "Description of the       
Pooling Agreements" in the prospectus.                                          

Each of the Master Servicer (directly or through one or more          
sub-servicers) and the Special Servicer will be required to service and         
administer the mortgage loans (including the Non-Pooled Components) for which   
it is responsible. The Master Servicer may delegate and/or assign some or all   
of its servicing obligations and duties with respect to some or all of the      
mortgage loans to one or more third-party subservicers. Except in certain       
limited circumstances set forth in the Pooling and Servicing Agreement, the     
Special Servicer will not be permitted to appoint sub-servicers with respect to 
any of its servicing obligations and duties.                                    

  The Master Servicer and the Special Servicer will be required to service
and administer the mortgage loans (including the Non-Pooled Components) for     
which each is responsible in accordance with applicable law, the terms of the   
Pooling and Servicing Agreement and the mortgage loan documents (and in the     
case of each AB Loan, the terms of the related AB Loan intercreditor agreement) 
and, to the extent consistent with the foregoing, in accordance with the higher 
of the following standards of care: (1) the same manner in which, and with the  
same care, skill, prudence and diligence with which the Master Servicer or the  
Special Servicer, as the case may be, services and administers similar mortgage 
loans for other third-party portfolios, and (2) the same care, skill, prudence  
and diligence with which the Master Servicer or the Special Servicer, as the    
case may be, services and administers commercial, multifamily and manufactured  
housing community mortgage loans owned by the Master Servicer or the Special    
Servicer, as the case may be, in either case, giving due consideration to       
customary and usual standards of practice of prudent institutional, commercial, 
multifamily and manufactured housing community mortgage lenders, loan servicers 
and asset managers, but without regard to:                                      

    (A) any relationship that the Master Servicer or the Special Servicer,
or any of their respective affiliates, as the case may be, may have with  
the related borrower or any affiliate of such borrower, any Mortgage Loan 
Seller or any other party to the Pooling and Servicing Agreement;         

(B) the ownership of any Certificate by the Master Servicer or the
 Special Servicer or any of their respective affiliates, as the case may be;

     (C) the Master Servicer's obligation or Special Servicer's election, as
the case may be, to make Advances;                                        

      (D) the Master Servicer's or the Special Servicer's, as the case may be,
right to receive compensation for its services under the Pooling and      
Servicing Agreement or with respect to any particular transaction;        

(E) the ownership, servicing or management for others of any other
mortgage loans or mortgaged properties by the Master Servicer or Special  
Servicer, as the case may be; and                                         

     (F) any debt that the Master Servicer or the Special Servicer or any of
their respective affiliates, as the case may be, has extended to any      
borrower or any of its affiliates (the foregoing, collectively referred to
as the "Servicing Standards").                                            

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Except as otherwise described under "--Inspections; Collection of     
Operating Information" below, the Master Servicer will be responsible initially 
for the servicing and administration of the entire pool of mortgage loans. The  
Master Servicer will be required to transfer its servicing responsibilities to  
the Special Servicer with respect to any mortgage loan:                         

     (1) as to which a payment default has occurred at its original maturity
date, or, if the original maturity date has been extended, at its extended
 maturity date; provided that in the case of a balloon payment, such payment
 is delinquent and the related borrower has not provided the Master Servicer
on the related maturity date with a bona fide written commitment for      
refinancing, reasonably satisfactory in form and substance to the Master  
Servicer that provides that such refinancing will occur within 150 days,  
 provided that if such refinancing does not occur, the related mortgage loan
will become a Specially Serviced Mortgage Loan at the end of that 150-day 
period (or for such shorter period beyond the date on which that balloon  
payment was due within which the refinancing is scheduled to occur);      

   (2) as to which any Periodic Payment (other than a balloon payment or
other payment due at maturity) is more than 60 days delinquent;           

(3) as to which the borrower has entered into or consented to     
bankruptcy, appointment of a receiver or conservator or a similar         
insolvency proceeding, or the borrower has become the subject of a decree 
or order for that proceeding (provided that if the appointment, decree or 
order is stayed or discharged, or the case dismissed within 60 days that  
mortgage loan will not be considered a Specially Serviced Mortgage Loan   
during that period), or the related borrower has admitted in writing its  
inability to pay its debts generally as they become due;                  

(4) as to which the Master Servicer has received notice of the    
foreclosure or proposed foreclosure of any other lien on the Mortgaged    
Property;                                                                 

(5) as to which, in the judgment of the Master Servicer or Special
 Servicer, as applicable, a payment default is imminent and is not likely to
be cured by the borrower within 60 days; or                               

      (6) as to which a default of which the Master Servicer has notice (other
than a failure by the related borrower to pay principal or interest) and  
which materially and adversely affects the interests of the               
 Certificateholders has occurred and remains unremediated for the applicable
grace period specified in the mortgage loan documents, other than, in     
certain circumstances, the failure to maintain terrorism insurance (or if 
no grace period is specified for events of default which are capable of   
cure, 60 days).                                                           

  However, the Master Servicer will be required to continue to (w) receive
payments on the mortgage loan (including amounts collected by the Special       
Servicer), (x) make certain calculations with respect to the mortgage loan, (y) 
make remittances and prepare certain reports to the Certificateholders with     
respect to the mortgage loan and (z) receive the Servicing Fee in respect of    
the mortgage loan at the Servicing Fee Rate. If the related Mortgaged Property  
is acquired in respect of any mortgage loan (upon acquisition, an "REO          
Property") whether through foreclosure, deed-in-lieu of foreclosure or          
otherwise, the Special Servicer will continue to be responsible for its         
operation and management. The mortgage loans serviced by the Special Servicer   
and any mortgage loans that have become REO Properties are referred to in this  
prospectus supplement as the "Specially Serviced Mortgage Loans." The Master    
Servicer will have no responsibility for the performance by the Special         
Servicer of its duties under the Pooling and Servicing Agreement. Any mortgage  
loan that is cross-collateralized with a Specially Serviced Mortgage Loan will  
become a Specially Serviced Mortgage Loan upon request by the Directing         
Certificateholder in its sole discretion.                                       

  If any Specially Serviced Mortgage Loan, in accordance with its original
terms or as modified in accordance with the Pooling and Servicing Agreement,    
becomes a performing mortgage loan for at least 3 consecutive Periodic Payments 
(provided no additional event of default is                                     

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foreseeable in the reasonable judgment of the Special Servicer), the Special    
Servicer will be required to return servicing of that mortgage loan (a          
"Corrected Mortgage Loan") to the Master Servicer.                              

The Special Servicer will be required to prepare a report (an "Asset  
Status Report") for each mortgage loan which becomes a Specially Serviced       
Mortgage Loan not later than 45 days after the servicing of such mortgage loan  
is transferred to the Special Servicer. Each Asset Status Report will be        
required to be delivered to the Directing Certificateholder and, with respect   
to each Component Loan, the related Component Loan Operating Advisor (each as   
defined below), the Master Servicer, the applicable Mortgage Loan Seller(s),    
the Trustee, the Paying Agent, Moody's and Fitch. If the Directing              
Certificateholder (or with respect to each Component Loan, the related          
Component Loan Operating Advisor) does not disapprove an Asset Status Report    
within ten business days, the Special Servicer will be required to implement    
the recommended action as outlined in the Asset Status Report. The Directing    
Certificateholder (or with respect to each Component Loan, the related          
Component Loan Operating Advisor) may object to any Asset Status Report within  
ten business days of receipt; provided, however, that the Special Servicer will 
be required to implement the recommended action as outlined in the Asset Status 
Report if it makes a determination in accordance with the Servicing Standards   
that the objection is not in the best interest of all the Certificateholders.   
If the Directing Certificateholder (or with respect to each Component Loan, the 
related Component Loan Operating Advisor) disapproves the Asset Status Report   
and the Special Servicer has not made the affirmative determination described   
above, the Special Servicer will be required to revise the Asset Status Report  
as soon as practicable thereafter, but in no event later than 30 days after the 
disapproval. The Special Servicer will be required to revise the Asset Status   
Report until the Directing Certificateholder (or with respect to each Component 
Loan, the related Component Loan Operating Advisor) fails to disapprove the     
revised Asset Status Report as described above or until the Special Servicer    
makes a determination that the objection is not in the best interests of the    
Certificateholders; provided, however, in the event that the Directing          
Certificateholder (or with respect to each Component Loan, the related          
Component Loan Operating Advisor) and the Special Servicer have not agreed upon 
an Asset Status Report with respect to a Specially Serviced Mortgage Loan       
within 90 days of the Directing Certificateholder's (or 60 days with respect to 
each Component Loan, the related Component Loan Operating Advisor's) receipt of 
the initial Asset Status Report with respect to such Specially Serviced         
Mortgage Loan, the Special Servicer will implement the actions described in the 
most recent Asset Status Report submitted to the Directing Certificateholder    
(or with respect to each Component Loan, the related Component Loan Operating   
Advisor) by the Special Servicer.                                               

THE DIRECTING CERTIFICATEHOLDER AND COMPONENT LOAN ADVISORS                     

   The Directing Certificateholder (and with respect to each Component Loan,
so long as a Control Change Event with respect to all of the related Component  
Loan Certificates has not occurred, the related Component Loan Operating        
Advisor) will be entitled to advise the Special Servicer with respect to the    
following actions and others more particularly described in the Pooling and     
Servicing Agreement and, except as otherwise described below, the Special       
Servicer will not be permitted to take any of the following actions as to which 
the Directing Certificateholder (or with respect to each Component Loan, the    
related Component Loan Operating Advisor) has objected in writing within ten    
business days of having been notified of the proposed action (provided that if  
such written objection has not been delivered to the Special Servicer within    
the ten day period, the Directing Certificateholder (or with respect to each    
Component Loan, the related Component Loan Operating Advisor) will be deemed to 
have approved such action):                                                     

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

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 (ii)    any modification or consent to a modification of any monetary
            term of a mortgage loan or any extension of the maturity date of
such mortgage loan;                                 

  (iii)   any proposed sale of a defaulted mortgage loan or REO Property
          (other than in connection with the termination of the trust as
          described under "Description of the Certificates--Termination;
          Retirement of Certificates" in this prospectus supplement) for
less than the applicable Purchase Price;            

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

(v)     any release of collateral or any acceptance of substitute or
       additional collateral for a mortgage loan or any consent to
        either of the foregoing, other than pursuant to the specific
terms of the related mortgage loan;                 

(vi)    any waiver of a "due-on-sale" or "due-on-encumbrance" clause
   with respect to a Specially Serviced Mortgage Loan or a
         non-Specially Serviced Mortgage Loan with a principal balance
        greater than or equal to $2,500,000 or any consent to such a
waiver;                                             

(vii)   any management company changes or franchise changes;        

   (viii)  releases of any escrow accounts, reserve accounts or letters of
      credit held as performance escrows or reserves, other than
            required pursuant to the specific terms of the mortgage loan and
there is no material lender discretion;             

  (ix)    any acceptance of an assumption agreement releasing a borrower
           from liability under a mortgage loan other than pursuant to the
specific terms of such mortgage loan;               

(x)     any determination of an Acceptable Insurance Default;       

(xi)    with respect to each Component Loan, any acceptance of a    
discounted payoff of such Component Loan;           

   (xii)   with respect to each Component Loan, any renewal or replacement
           of the then existing insurance policies to the extent that such
           renewal or replacement policy does not comply with the terms of
      the mortgage loan documents or any waiver, modification or
     amendment of any insurance requirements under the related
mortgage loan documents;                            

   (xiii)  with respect to each Component Loan, any approval of a material
capital expenditure;                                

(xiv)   with respect to each Component Loan, any replacement of the 
property manager; and                               

    (xv)    with respect to each Component Loan, any adoption or approval of
a plan in bankruptcy of the related borrower.       

provided that, in the event that the Special Servicer determines that immediate 
action is necessary to protect the interests of the Certificateholders (as a    
collective whole), the Special Servicer may take any such action without        
waiting for the Directing Certificateholder's (or with respect to each          
Component Loan, the related Component Loan Operating Advisor's) response.       

In addition, the Directing Certificateholder or with respect to each  
Component Loan, the related Component Loan Operating Advisor may direct the     
Special Servicer to take, or to refrain from taking, other actions with respect 
to a mortgage loan, as the Directing Certificateholder or with respect to each  
Component Loan, the related Component Loan Operating Advisor may reasonably     
deem advisable; provided that the Special Servicer will not be required to take 
or refrain from taking any action pursuant to instructions from the Directing   
Certificateholder (or with respect to each Component Loan, the related          
Component Loan Operating Advisor) that would cause it to violate applicable     
law, the Pooling and Servicing Agreement, including the Servicing Standards, or 
the REMIC Provisions.                                                           

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  Furthermore, the Special Servicer will not be obligated to seek approval
from the Directing Certificateholder (or with respect to each Component Loan,   
the related Component Loan Operating Advisor), as contemplated above, for any   
actions to be taken by the Special Servicer with respect to a mortgage loan if: 
(i) the Special Servicer has, as described above, notified the Directing        
Certificateholder (or with respect to each Component Loan, the related          
Component Loan Operating Advisor) in writing of various actions that the        
Special Servicer proposes to take with respect to the workout or liquidation of 
such mortgage loan and (ii) for 60 days following the first such notice, the    
Directing Certificateholder (or with respect to each Component Loan, the        
related Component Loan Operating Advisor) has objected to all of those proposed 
actions but has failed to suggest any alternative actions that the Special      
Servicer considers to be consistent with the Servicing Standards.               

The "Directing Certificateholder" will be the Controlling Class       
Certificateholder selected by more than 50% of the Controlling Class            
Certificateholders, by Certificate Balance, as certified by the Certificate     
Registrar from time to time; provided, however, that (1) absent that selection, 
or (2) until a Directing Certificateholder is so selected or (3) upon receipt   
of a notice from a majority of the Controlling Class Certificateholders, by     
Certificate Balance, that a Directing Certificateholder is no longer            
designated, the Controlling Class Certificateholder that owns the largest       
aggregate Certificate Balance of the Controlling Class will be the Directing    
Certificateholder.                                                              

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

  The "Controlling Class" will be as of any time of determination the most
subordinate Class of Certificates (other than the Class X Certificates) then    
outstanding that has a Certificate Balance at least equal to 25% of the initial 
Certificate Balance of that class. For purposes of determining identity of the  
Controlling Class, the Certificate Balance of each Class will not be reduced by 
the amount allocated to that Class of any Appraisal Reductions. The Controlling 
Class as of the Closing Date will be the Class NR certificates.                 

   In addition, the Pooling and Servicing Agreement permits each Controlling
Holder of the related Component Loan Certificates to appoint a representative   
(in each case, the "Component Loan Operating Advisor") who may advise the       
Special Servicer with respect to the related Component Loan only. With respect  
to each Component Loan, the "Controlling Holder" of the related Component Loan  
Certificates will be, to the extent then outstanding, the most subordinate      
Class of those Classes of Component Loan Certificates outstanding for which a   
Control Change Event has not occurred with respect to that Class. Upon the      
occurrence of a Control Change Event with respect to all of the Certificates    
for a Component Loan, no holder of a Certificate of those Classes will be       
permitted to exercise any of the rights of the related Controlling Holder to    
advise the Special Servicer through the related Component Loan Operating        
Advisor. A "Control Change Event" has occurred with respect to any Class of     
Component Loan Certificates if and for so long as either (i) the initial        
Certificate Balance of such Class minus all Appraisal Reductions and related    
Component Loan Collateral Support Deficits allocated to such Class as of the    
date of determination is less than 25% of the initial Certificate Balance of    
such Class; or (ii) the outstanding Certificate Balance of such Class, after    
giving effect to all principal distributions, Appraisal Reductions and          
Component Loan Collateral Support Deficits allocated to such Class as of the    
date of determination has been reduced to zero.                                 

  The Special Servicer will not be required to take or refrain from taking
any action pursuant to instructions from the Directing Certificateholder that   
would cause it to violate applicable law, the Pooling and Servicing Agreement,  
including the Servicing Standards, or the REMIC Provisions.                     

LIMITATION ON LIABILITY OF DIRECTING CERTIFICATEHOLDER AND COMPONENT LOAN       
OPERATING ADVISORS                                                              

   The Directing Certificateholder (and with respect to each Component Loan,
the related Component Loan Operating Advisor) will not be liable to the trust   
fund or the Certificateholders                                                  

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for any action taken, or for refraining from the taking of any action for       
errors in judgment. However, the Directing Certificateholder (and with respect  
to each Component Loan, the related Component Loan Operating Advisor) will not  
be protected against any liability to the Controlling Class Certificateholder   
(or with respect to each Component Loan Operating Advisor, the related          
Controlling Holder of the related Component Loan Certificates) which would      
otherwise be imposed by reason of willful misfeasance, bad faith or negligence  
in the performance of duties or by reason of reckless disregard of obligations  
or duties.                                                                      

  Each Certificateholder acknowledges and agrees, by its acceptance of its
Certificates, that the Directing Certificateholder (and with respect to each    
Component Loan, the related Component Loan Operating Advisor):                  

 (a) may have special relationships and interests that conflict with
those of holders of one or more Classes of Certificates,                  

   (b) may act solely in the interests of the holders of the Controlling
Class (or with respect to each Component Loan Operating Advisor, the      
Controlling Holder of the related Component Loan Certificates),           

      (c) does not have any liability or duties to the holders of any Class of
certificates other than the Controlling Class (or with respect to each    
Component Loan Operating Advisor, the Controlling Holder of the related   
Component Loan Certificates),                                             

 (d) may take actions that favor the interests of the holders of the
Controlling Class (or with respect to each Component Loan Operating       
 Advisor, the Controlling Holder of the related Component Loan Certificates)
over the interests of the holders of one or more other classes of         
certificates,                                                             

  (e) absent willful misfeasance, bad faith or negligence, will not be
 deemed to have been negligent or reckless, or to have acted in bad faith or
engaged in willful misconduct, by reason of its having acted solely in the
interests of the Controlling Class (or with respect to each Component Loan
Operating Advisor, the Controlling Holder of the related Component Loan   
Certificates), and                                                        

   (f) will have no liability whatsoever for having so acted and that no
Certificateholder may take any action whatsoever against the Directing    
Certificateholder (and with respect to each Component Loan, the related   
 Component Loan Operating Advisor) or any director, officer, employee, agent
or principal of the Directing Certificateholder (and with respect to each 
 Component Loan, the related Component Loan Operating Advisor) for having so
acted.                                                                    

The holders of the Companion Loans and their designees will have      
limitations on liability with respect to actions taken in connection with the   
related AB Loans similar to the limitations of the Directing Certificateholder  
described above.                                                                

THE MASTER SERVICER                                                             

Wachovia Bank, National Association (the "Master Servicer") will be   
responsible for servicing the mortgage loans. Although the Master Servicer will 
be authorized to employ agents, including sub-servicers, to directly service    
the mortgage loans for which it will be responsible, the Master Servicer will   
remain liable for its servicing obligations under the Pooling and Servicing     
Agreement. Wachovia Bank, National Association is a wholly-owned subsidiary of  
Wachovia Corporation. Wachovia Bank, National Association's principal servicing 
offices are located at NC 1075, 8739 Research Drive URP4, Charlotte, North      
Carolina 28262.                                                                 

As of June 30, 2003, Wachovia Bank, National Association and its      
affiliates were responsible for master or primary servicing of approximately    
9,054 commercial, multifamily and manufactured housing community loans,         
totaling approximately $76.5 billion in aggregate outstanding principal         
amounts, including loans securitized in mortgage-backed securitization          
transactions.                                                                   

The information set forth in this prospectus supplement concerning the
Master Servicer has been provided by the Master Servicer, and neither the       
Depositor nor the Underwriters make any                                         

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representation or warranty as to the accuracy or completeness of that           
information. Wachovia Bank, National Association makes no representations as to 
the validity or sufficiency of the Pooling and Servicing Agreement, the         
Certificates, the mortgage loans, this prospectus supplement or related         
documents.                                                                      

THE SPECIAL SERVICER                                                            

   ARCap Servicing, Inc., a Delaware corporation, in its capacity as Special
Servicer under the Pooling and Servicing Agreement (in such capacity, the       
"Special Servicer"), is a wholly owned subsidiary of ARCap REIT, Inc.,          
headquartered in Irving, Texas, and an affiliate of ARCap CMBS Fund REIT, Inc., 
the entity that is anticipated to be the initial series 2003-CIBC6 Controlling  
Class representative. As of June 30, 2003, ARCap Servicing, Inc. was the named  
special servicer on 28 CMBS transactions encompassing 4,637 loans with a legal  
balance of $29.32 billion. The portfolios include office, retail, multifamily,  
hospitality, industrial and other types of income producing properties in the   
United States, Canada and Puerto Rico.                                          

The information set forth in this prospectus supplement concerning the
Special Servicer has been provided by the Special Servicer, and neither the     
Depositor nor the Underwriters make any representation or warranty as to the    
accuracy or completeness of that information.                                   

REPLACEMENT OF THE SPECIAL SERVICER                                             

The Special Servicer may be removed, and a successor Special Servicer 
appointed, at any time by the Directing Certificateholder, provided that each   
of Moody's and Fitch confirms in writing that the replacement of the Special    
Servicer, in and of itself, will not cause a qualification, withdrawal or       
downgrading of the then-current ratings assigned to any Class of Certificates.  

SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES                        

The fee of the Master Servicer (the "Servicing Fee") will be payable  
monthly from amounts received in respect of the mortgage loans, and will accrue 
at a rate (the "Servicing Fee Rate"), equal to a per annum rate ranging from    
0.04% to 0.12%. As of the cut-off date the weighted average Servicing Fee Rate  
will be 0.047% per annum. In addition, the Master Servicer will have the right  
to assign and transfer its rights to receive such portion to another party. In  
addition to the Servicing Fee, the Master Servicer will be entitled to retain,  
as additional servicing compensation, (1) 100% of application, defeasance and   
certain non-material modification, waiver and consent fees, provided, with      
respect to the non-material modification, waiver and consent fees, the consent  
of the Special Servicer is not required for such matters, (2) 50% of all        
assumption (subject to certain subservicing agreements), extension, material    
modification, waiver, consent and earnout fees, in each case, with respect to   
all mortgage loans which are not Specially Serviced Mortgage Loans, and (3)     
late payment charges and default interest paid by the borrowers (that were      
collected while the related mortgage loans were not Specially Serviced Mortgage 
Loans), but only to the extent such late payment charges and default interest   
are not needed to pay interest on Advances or certain additional trust fund     
expenses incurred with respect to the related mortgage loan since the Closing   
Date. The Master Servicer also is authorized but not required to invest or      
direct the investment of funds held in the Certificate Account in Permitted     
Investments, and the Master Servicer will be entitled to retain any interest or 
other income earned on those funds and will bear any losses resulting from the  
investment of these funds, except as set forth in the Pooling and Servicing     
Agreement. The Master Servicer also is entitled to retain any interest earned   
on any servicing escrow account to the extent the interest is not required to   
be paid to the related borrowers.                                               

The Servicing Fee is calculated on the Stated Principal Balance of the
mortgage loans and in the same manner as interest is calculated on the mortgage 
loans. The Servicing Fee for each mortgage loan is included in the              
"Administrative Cost Rate" listed for that mortgage loan on Annex A-1. Any      
Servicing Fee Rate calculated on an Actual/360 Basis will be recomputed on a    
30/360 Basis for purposes of calculating the Net Mortgage Rate.                 

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  The principal compensation to be paid to the Special Servicer in respect
of its special servicing activities will be the Special Servicing Fee, the      
Workout Fee and the Liquidation Fee.                                            

The "Special Servicing Fee" will accrue with respect to each Specially
Serviced Mortgage Loan at a rate equal to 0.25% per annum (the "Special         
Servicing Fee Rate") calculated on the basis of the Stated Principal Balance of 
the related Specially Serviced Mortgage Loans and in the same manner as         
interest is calculated on the Specially Serviced Mortgage Loans, and will be    
payable monthly, first from Liquidation Proceeds and Insurance and Condemnation 
Proceeds and then from general collections on all the mortgage loans and any    
REO Properties in the trust fund.                                               

    The "Workout Fee" will generally be payable with respect to each Corrected
Mortgage Loan and will be calculated by application of a "Workout Fee Rate" of  
1% to each collection of interest and principal (including scheduled payments,  
prepayments, balloon payments, and payments at maturity) received on the        
respective mortgage loan for so long as it remains a Corrected Mortgage Loan.   
The Workout Fee with respect to any Corrected Mortgage Loan will cease to be    
payable if the Corrected Mortgage Loan again becomes a Specially Serviced       
Mortgage Loan but will become payable again if and when the mortgage loan again 
becomes a Corrected Mortgage Loan.                                              

  If the Special Servicer is terminated (other than for cause) or resigns,
it shall retain the right to receive any and all Workout Fees payable with      
respect to mortgage loans that became Corrected Mortgage Loans during the       
period that it acted as Special Servicer and remained Corrected Mortgage Loans  
at the time of that termination or resignation, but such fee will cease to be   
payable if the Corrected Mortgage Loan again becomes a Specially Serviced       
Mortgage Loan. The successor special servicer will not be entitled to any       
portion of those Workout Fees. If the Special Servicer resigns or is terminated 
other than for cause, it will receive any Workout Fees payable on Specially     
Serviced Mortgage Loans for which the resigning or terminated Special Servicer  
had cured the event of default through a modification, restructuring or workout 
negotiated by the Special Servicer and evidenced by a signed writing, but which 
had not as of the time the Special Servicer resigned or was terminated become a 
Corrected Mortgage Loan solely because the borrower had not made three          
consecutive timely Periodic Payments and which subsequently becomes a Corrected 
Mortgage Loan as a result of the borrower making such three consecutive timely  
Periodic Payments.                                                              

A "Liquidation Fee" will be payable with respect to each Specially    
Serviced Mortgage Loan as to which the Special Servicer obtains a full or       
discounted payoff (or unscheduled partial payment to the extent such prepayment 
is required by the Special Servicer as a condition to a workout) from the       
related borrower and, except as otherwise described below, with respect to any  
Specially Serviced Mortgage Loan or REO Property as to which the Special        
Servicer receives any Liquidation Proceeds or Insurance and Condemnation        
Proceeds. The Liquidation Fee for each Specially Serviced Mortgage Loan will be 
payable from, and will be calculated by application of a "Liquidation Fee Rate" 
of 1% to the related payment or proceeds. Notwithstanding anything to the       
contrary described above, no Liquidation Fee will be payable based upon, or out 
of, Liquidation Proceeds received in connection with (i) the repurchase of any  
mortgage loan by a Mortgage Loan Seller for a breach of representation or       
warranty or for defective or deficient mortgage loan documentation within the   
time period provided for such repurchases or, if such repurchase occurs after   
such time period, the Mortgage Loan Seller was acting in good faith to resolve  
such breach or defect, (ii) the purchase of any Specially Serviced Mortgage     
Loan by the majority holder of the Controlling Class (or, with respect to the   
Battlefield Mall Loan, the Battlefield Mall Operating Advisor), the Special     
Servicer or the Master Servicer or (iii) the purchase of all of the mortgage    
loans and REO Properties in connection with an optional termination of the      
trust fund. The Special Servicer may not receive a Workout Fee and a            
Liquidation Fee with respect to the same proceeds collected on a mortgage loan. 

The Special Servicer will also be entitled to additional servicing    
compensation in the form of all application fees with respect to assumptions,   
extensions and modifications and all defeasance fees, in each case, received    
with respect to the Specially Serviced Mortgage Loans, and 50% of all           

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assumption, extension, material modification, waiver, consent and earnout fees  
received with respect to all mortgage loans which are not Specially Serviced    
Mortgage Loans and for which the Special Servicer's consent or approval is      
required. The Special Servicer will also be entitled to late payment charges    
and default interest paid by the borrowers and collected while the related      
mortgage loans were Specially Serviced Mortgage Loans and are not needed to pay 
interest on Advances or certain additional trust fund expenses with respect to  
the related mortgage loan since the Closing Date. The Special Servicer will not 
be entitled to retain any portion of Excess Interest paid on the ARD Loans.     

    Although the Master Servicer and the Special Servicer are each required to
service and administer the pool of mortgage loans in accordance with the        
Servicing Standards above and, accordingly, without regard to their rights to   
receive compensation under the Pooling and Servicing Agreement, additional      
servicing compensation in the nature of assumption and modification fees may    
under certain circumstances provide the Master Servicer or the Special          
Servicer, as the case may be, with an economic disincentive to comply with this 
standard.                                                                       

As and to the extent described in this prospectus supplement under    
"Description of the Certificates--Advances," the Master Servicer and the        
Special Servicer, as applicable will be entitled to receive interest on         
Advances, which will be paid contemporaneously with the reimbursement of the    
related Advance.                                                                

  Each of the Master Servicer and the Special Servicer will be required to
pay its overhead and any general and administrative expenses incurred by it in  
connection with its servicing activities under the Pooling and Servicing        
Agreement. Neither the Master Servicer nor the Special Servicer will be         
entitled to reimbursement for any expenses incurred by it except as expressly   
provided in the Pooling and Servicing Agreement. The Master Servicer will be    
responsible for all fees payable to any sub-servicers. See "Description of the  
Certificates--Distributions--Method, Timing and Amount" in this prospectus      
supplement and "Description of the Pooling Agreements--Certificate Account" and 
"--Servicing Compensation and Payment Of Expenses" in the prospectus.           

   If a borrower prepays a mortgage loan, in whole or in part, after the due
date but on or before the Determination Date in any calendar month, the amount  
of interest (net of related Servicing Fees) accrued on such prepayment from     
such due date to, but not including, the date of prepayment (or any later date  
through which interest accrues) will, to the extent actually collected,         
constitute a "Prepayment Interest Excess." Conversely, if a borrower prepays a  
mortgage loan, in whole or in part, after the Determination Date in any         
calendar month and does not pay interest on such prepayment through the         
following due date, then the shortfall in a full month's interest (net of       
related Servicing Fees) on such prepayment will constitute a "Prepayment        
Interest Shortfall." Prepayment Interest Excesses (to the extent not offset by  
Prepayment Interest Shortfalls) collected on the mortgage loans will be         
retained by the Master Servicer as additional servicing compensation.           

 The Master Servicer will be required to deliver to the Paying Agent for
deposit in the Distribution Account on each Master Servicer Remittance Date,    
without any right of reimbursement thereafter, a cash payment (a "Compensating  
Interest Payment") in an amount equal to the lesser of (i) the aggregate amount 
of Prepayment Interest Shortfalls incurred in connection with principal         
prepayments received in respect of the mortgage loans for the related           
Distribution Date, and (ii) the aggregate of (A) that portion of its Servicing  
Fees for the related Distribution Date that is, in the case of each and every   
mortgage loan and REO Loan for which such Servicing Fees are being paid in such 
Due Period, calculated at 0.02% per annum, and (B) all Prepayment Interest      
Excesses and, (C) to the extent earned on principal prepayments, net investment 
earnings received by the Master Servicer for the related Distribution Date.     
However, if a Prepayment Interest Shortfall occurs as a result of the Master    
Servicer's allowing the related borrower to deviate from the terms of the       
related mortgage loan documents regarding principal prepayments (other than (X) 
subsequent to a default under the related mortgage loan documents, (Y) pursuant 
to applicable law or a court order, or (Z) at the request or with the consent   
of the Directing Certificateholder), then, for purposes of calculating the      
Compensating                                                                    

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Interest Payment for the related Distribution Date, the amount in clause (ii)   
above shall be the aggregate of (A) all Servicing Fees for such Due Period, (B) 
all Prepayment Interest Excesses and (C) to the extent earned on principal      
prepayments, net investment earnings received by the Master Servicer during     
such Due Period, and in no event will the rights of the Certificateholders to   
the offset of the aggregate Prepayment Interest Shortfalls be cumulative.       

MAINTENANCE OF INSURANCE                                                        

  To the extent permitted by the related mortgage loan and required by the
Servicing Standards, the Master Servicer will be required to use reasonable     
efforts, consistent with the Servicing Standards, to cause each borrower to     
maintain for the related Mortgaged Property all insurance coverage required by  
the terms of the mortgage loan documents, except to the extent that the failure 
of the related borrower to do so is an Acceptable Insurance Default (as defined 
below). This insurance coverage is required to be in the amounts, and from an   
insurer meeting the requirements, set forth in the related mortgage loan        
documents. If the borrower does not maintain such coverage, the Master Servicer 
or the Special Servicer, as the case may be, will be required to maintain such  
coverage to the extent such coverage is available at commercially reasonable    
rates, as determined by the Special Servicer in accordance with the Servicing   
Standard; provided that the Master Servicer will be obligated to maintain       
insurance against property damage resulting from terrorist or similar acts      
unless the borrower's failure is an Acceptable Insurance Default. The coverage  
of that kind of policy will be in an amount that is not less than the lesser of 
the full replacement cost of the improvements securing that mortgage loan or    
the outstanding principal balance owing on that mortgage loan, but in any       
event, in an amount sufficient to avoid the application of any co-insurance     
clause unless otherwise noted in the related mortgage loan documents. After the 
Master Servicer determines that a Mortgaged Property is located in an area      
identified as a federally designated special flood hazard area (and flood       
insurance has been made available), the Master Servicer will be required to use 
reasonable efforts to (1) cause each borrower to maintain (to the extent        
required by the related mortgage loan), and if the borrower does not so         
maintain, will be required to (2) itself maintain to the extent the Trustee has 
an insurable interest in the Mortgaged Property and is available at             
commercially reasonable rates (as determined by the Master Servicer in          
accordance with the Servicing Standards) a flood insurance policy in an amount  
representing coverage not less than the lesser of (1) the outstanding principal 
balance of the related mortgage loan and (2) the maximum amount of insurance    
which is available under the National Flood Insurance Act of 1968, as amended,  
but only to the extent that the related mortgage loan permits the lender to     
require the coverage and maintaining coverage is consistent with the Servicing  
Standards.                                                                      

 Notwithstanding the foregoing, with respect to the mortgage loans which
either (x) require the borrower to maintain "all risk" property insurance (and  
do not expressly permit an exclusion for terrorism) or (y) contain provisions   
generally requiring the applicable borrower to maintain insurance in types and  
against such risks as the holder of such mortgage loan reasonably requires from 
time to time in order to protect its interests, the Master Servicer will be     
required to (A) actively monitor whether the insurance policies for the related 
Mortgaged Property contain exclusions in addition to those customarily found in 
insurance policies prior to September 11, 2001 ("Additional Exclusions"), (B)   
request the borrower to either purchase insurance against the risks specified   
in the Additional Exclusions or provide an explanation as to its reasons for    
failing to purchase such insurance, and (C) notify the Special Servicer if any  
insurance policy contains Additional Exclusions or if any borrower fails to     
purchase the insurance requested to be purchased by the Master Servicer         
pursuant to clause (B) above. If the Special Servicer determines that such      
failure is not an Acceptable Insurance Default, the Special Servicer will be    
required to notify the Master Servicer and the Master Servicer shall cause such 
insurance to be maintained. If the Special Servicer determines that such        
failure is an Acceptable Insurance Default, it will be required to inform each  
Rating Agency as to such conclusions for those mortgage loans that have one of  
the ten (10) highest outstanding principal balances of the mortgage loans then  
included in the trust.                                                          

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    "Acceptable Insurance Default" means, with respect to any mortgage loan, a
default under the related mortgage loan documents arising by reason of any      
failure on the part of the related borrower to maintain with respect to the     
related mortgaged real property specific insurance coverage with respect to, or 
an all-risk casualty insurance policy that does not specifically exclude,       
terrorist or similar acts, and/or any failure on the part of the related        
borrower to maintain with respect to the related mortgaged real property        
insurance coverage with respect to damages or casualties caused by terrorist or 
similar acts upon terms no less favorable than those in place as of July 1,     
2003, as to which default the Master Servicer and the Special Servicer may      
forbear taking any enforcement action; provided that the Special Servicer has   
determined, in its reasonable judgment, based on inquiry consistent with the    
Servicing Standards and after consultation with the Directing Certificateholder 
or with respect to each Component Loan, the related Component Loan Operating    
Advisor, that either (a) such insurance is not available at commercially        
reasonable rates and that such hazards are not at the time commonly insured     
against for properties similar to the related mortgaged real property and       
located in or around the region in which such related mortgaged real property   
is located, or (b) such insurance is not available at any rate; provided,       
however, the Directing Certificateholder or with respect to each Component      
Loan, the related Component Loan Operating Advisor will not have more than 30   
days to respond to the Special Servicer's request for consultation; provided,   
further, that upon the Special Servicer's determination consistent with the     
Servicing Standard, that exigent circumstances do not allow the Special         
Servicer to consult with the Directing Certificateholder or a Component Loan    
Operating Advisor, as applicable, the Special Servicer will not be required to  
do so.                                                                          

    During the period that the Special Servicer is evaluating the availability
of such insurance, the Master Servicer will not be liable for any loss related  
to its failure to require the borrower to maintain such insurance and will not  
be in default of its obligations as a result of such failure.                   

The Special Servicer will be required to maintain (or cause to be     
maintained), fire and hazard insurance on each REO Property, to the extent      
obtainable, in an amount which is at least equal to the lesser of (1) the full  
replacement cost of the improvements on the REO Property, or (2) the            
outstanding principal balance owing on the related mortgage loan, and in any    
event, the amount necessary to avoid the operation of any co-insurance          
provisions. In addition, if the REO Property is located in an area identified   
as a federally designated special flood hazard area, the Special Servicer will  
be required to cause to be maintained, to the extent available at commercially  
reasonable rates (as determined by the Special Servicer in accordance with the  
Servicing Standards), a flood insurance policy meeting the requirements of the  
current guidelines of the Federal Insurance Administration in an amount         
representing coverage not less than the maximum amount of insurance which is    
available under the National Flood Insurance Act of 1968, as amended.           

   The Pooling and Servicing Agreement provides that the Master Servicer and
the Special Servicer may satisfy their respective obligations to cause each     
borrower to maintain a hazard insurance policy by maintaining a blanket or      
master single interest policy insuring against hazard losses on the mortgage    
loans and REO Properties. Any losses incurred with respect to mortgage loans or 
REO Properties due to uninsured risks (including earthquakes, mudflows and      
floods) or insufficient hazard insurance proceeds may adversely affect payments 
to Certificateholders. Any cost incurred by the Master Servicer or Special      
Servicer in maintaining that kind of insurance policy, if the borrower defaults 
on its obligation to do so, will be advanced by the Master Servicer as a        
Servicing Advance and will be charged to the related borrower. Generally, no    
borrower is required by the mortgage loan documents to maintain earthquake      
insurance on any Mortgaged Property and the Special Servicer will not be        
required to maintain earthquake insurance on any REO Properties. Any cost of    
maintaining that kind of required insurance or other earthquake insurance       
obtained by the Special Servicer will be paid out of a segregated custodial     
account created and maintained by the Special Servicer on behalf of the Trustee 
in trust for the Certificateholders (the "REO Account") or advanced by the      
Master Servicer as a Servicing Advance.                                         

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The costs of the insurance may be recovered by the Master Servicer or 
Trustee, as applicable, from reimbursements received from the borrower or, if   
the borrower does not pay those amounts, as a Servicing Advance as set forth in 
the Pooling and Servicing Agreement.                                            

No pool insurance policy, special hazard insurance policy, bankruptcy 
bond, repurchase bond or certificate guarantee insurance will be maintained     
with respect to the mortgage loans, nor will any mortgage loan be subject to    
FHA insurance.                                                                  

MODIFICATIONS, WAIVER AND AMENDMENTS                                            

    Except as otherwise set forth in this paragraph, the Special Servicer (or,
with respect to non-material modifications, waivers and amendments, the Master  
Servicer) may not waive, modify or amend (or consent to waive, modify or amend) 
any provision of a mortgage loan which is not in default or as to which default 
is not reasonably foreseeable except for (1) the waiver of any due-on-sale      
clause or due-on-encumbrance clause to the extent permitted in the Pooling and  
Servicing Agreement, and (2) any waiver, modification or amendment more than    
three months after the Closing Date that would not be a "significant            
modification" of the mortgage loan within the meaning of Treasury Regulations   
Section 1.860G-2(b). The Master Servicer will not be permitted under the        
Pooling and Servicing Agreement to agree to any modifications, waivers and      
amendments without the consent of the Special Servicer except certain           
non-material consents and waivers described in the Pooling and Servicing        
Agreement. The Special Servicer will have the sole authority to approve any     
assumptions, transfers of interest, material modifications, management company  
changes, franchise affiliation changes, releases of performance escrows,        
additional indebtedness, due-on-sale or due-on-encumbrance provisions with      
respect to all mortgage loans (other than non-material modifications, waivers   
and amendments).                                                                

If, and only if, the Special Servicer determines that a modification, 
waiver or amendment (including the forgiveness or deferral of interest or       
principal or the substitution or release of collateral or the pledge of         
additional collateral) of the terms of a Specially Serviced Mortgage Loan with  
respect to which a payment default or other material default has occurred or a  
payment default or other material default is, in the Special Servicer's         
judgment, reasonably foreseeable, is reasonably likely to produce a greater     
recovery on a net present value basis (the relevant discounting to be performed 
at the related Mortgage Rate) than liquidation of the Specially Serviced        
Mortgage Loan, then the Special Servicer may, but is not required to, agree to  
a modification, waiver or amendment of the Specially Serviced Mortgage Loan,    
subject to the restrictions and limitations described below (and with respect   
to each AB Loan, subject to any rights of the holder of the related Companion   
Loan to consent to such modification, waiver or amendment).                     

The Special Servicer will use its reasonable efforts to the extent    
reasonably possible to fully amortize a modified mortgage loan prior to the     
Rated Final Distribution Date. The Special Servicer may not agree to a          
modification, waiver or amendment of any term of any Specially Serviced         
Mortgage Loan if that modification, waiver or amendment would:                  

     (1) extend the maturity date of the Specially Serviced Mortgage Loan to
 a date occurring later than the earlier of (A) two years prior to the Rated
Final Distribution Date and (B) if the Specially Serviced Mortgage Loan is
secured by a leasehold estate and not the related fee interest, the date  
twenty years or, to the extent consistent with the Servicing Standard,    
giving due consideration to the remaining term of the ground lease, ten   
years, prior to the end of the current term of the ground lease, plus any 
unilateral options to extend; or                                          

     (2) provide for the deferral of interest unless (A) interest accrues on
the mortgage loan, generally, at the related Mortgage Rate and (B) the    
aggregate amount of deferred interest does not exceed 10% of the unpaid   
principal balance of the Specially Serviced Mortgage Loan.                

  In the event of a modification which creates a deferral of interest on a
mortgage loan and a capitalization of such interest deferral, the Pooling and   
Servicing Agreement will provide that the                                       

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amount of deferred interest will be allocated to reduce the Distributable       
Certificate Interest of the Class or Classes (other than the Class X            
Certificates and the Component Loan Certificates) with the latest alphabetical  
designation then outstanding, and to the extent so allocated, will be added to  
the Certificate Balance of the Class or Classes.                                

  The Special Servicer or the Master Servicer, as the case may be, will be
required to notify each other, the Directing Certificateholder (or in the case  
of each Component Loan, the related Component Loan Operating Advisor), the      
applicable Mortgage Loan Seller, each Rating Agency, the Paying Agent and the   
Trustee of any modification, waiver or amendment of any term of any mortgage    
loan and will be required to deliver to the Trustee for deposit in the related  
mortgage file, an original counterpart of the agreement related to the          
modification, waiver or amendment, promptly following the execution of that     
agreement, all as set forth in the Pooling and Servicing Agreement. Copies of   
each agreement whereby the modification, waiver or amendment of any term of any 
mortgage loan is effected are required to be available for review during normal 
business hours at the offices of the Trustee. See "Description of the           
Certificates--Reports to Certificateholders; Certain Available Information" in  
this prospectus supplement.                                                     

The modification, waiver or amendment of each AB Loan is subject to   
certain limitations set forth in the related AB Loan intercreditor agreement    
and such modification, in certain circumstances, may not be in a manner         
materially adverse to the holder of the related Companion Loan.                 

REALIZATION UPON DEFAULTED MORTGAGE LOANS                                       

Within 30 days after a mortgage loan has become a Specially Serviced  
Mortgage Loan, the Special Servicer will be required to order an appraisal      
(which will not be required to be received within that 30-day period) and, not  
more than 30 days after receipt of such appraisal, determine the fair value of  
the mortgage loan in accordance with the Servicing Standards. The Special       
Servicer will be permitted to change, from time to time thereafter, its         
determination of the fair value of a mortgage loan in default based upon        
changed circumstances, new information or otherwise, in accordance with the     
Servicing Standards.                                                            

   In the event a mortgage loan is in default, the Certificateholder holding
the largest aggregate Certificate Balance of the Controlling Class and the      
Special Servicer will each have an assignable option (a "Purchase Option") to   
purchase the mortgage loan in default from the trust fund (in the case of each  
Component Loan, subject to (i) the purchase right of the related Component Loan 
Operating Advisor to purchase that Component Loan, (ii) with respect to each AB 
Loan, the purchase right of the holder of the related Companion Loan, and (iii) 
in the case of the mortgage loan identified as loan number 64 on Annex A-1 to   
this prospectus supplement, subject to the purchase rights of the holders of    
the mezzanine debt described under "Description of the Mortgage                 
Pool--Additional Debt--Mezzanine Debt" in this prospectus supplement) at a      
price (the "Option Price") equal to (i) (a) the unpaid principal balance of the 
mortgage loan in default, plus (b) accrued and unpaid interest on such balance, 
plus (c) all Yield Maintenance Charges and/or prepayment penalties then due     
(except if the Purchase Option is exercised by the Controlling Class            
Certificateholder), plus (d) except to the extent the Special Servicer or its   
assignee is the party acquiring such mortgage loan, all related unreimbursed    
Servicing Advances, together with accrued and unpaid interest on all Advances,  
and all accrued Special Servicing Fees allocable to such mortgage loan in       
default whether paid or unpaid, if the Special Servicer has not yet determined  
the fair value of the mortgage loan in default, or (ii) the fair value of the   
mortgage loan in default as determined by the Special Servicer, if the Special  
Servicer has made such fair value determination. The Certificateholder holding  
the largest aggregate Certificate Balance of the Controlling Class will have an 
exclusive right to exercise the Purchase Option for a specified period of time. 

 Unless and until the Purchase Option with respect to a mortgage loan in
default is exercised, the Special Servicer will be required to pursue such      
other resolution strategies available under the Pooling and Servicing           
Agreement, including workout and foreclosure, consistent with the               

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Servicing Standard, but the Special Servicer will not be permitted to sell the  
mortgage loan in default other than pursuant to the exercise of the Purchase    
Option.                                                                         

   If not exercised sooner, the Purchase Option with respect to any mortgage
loan in default will automatically terminate upon (i) the related mortgagor's   
cure of all defaults on the mortgage loan in default, (ii) the acquisition on   
behalf of the trust fund of title to the related Mortgaged Property by          
foreclosure or deed in lieu of foreclosure or (iii) the modification or pay-off 
(full or discounted) of the mortgage loan in default in connection with a       
workout. In addition, the Purchase Option with respect to a mortgage loan in    
default held by any person will terminate upon the exercise of the Purchase     
Option by any other holder of a Purchase Option.                                

  If (a) a Purchase Option is exercised with respect to a mortgage loan in
default and the person expected to acquire the mortgage loan in default         
pursuant to such exercise is a Controlling Class Certificateholder, the Special 
Servicer or any of their respective affiliates (in other words, the Purchase    
Option has not been assigned to another unaffiliated person) and (b) the Option 
Price is based on the Special Servicer's determination of the fair value of the 
mortgage loan in default, then the Master Servicer will be required to          
determine if the Option Price represents a fair value for the mortgage loan in  
default. The Master Servicer will be entitled to receive, out of general        
collections on the mortgage loans and any REO Properties in the trust fund, a   
reasonable fee for each such determination not to exceed $2,500 per mortgage    
loan plus reasonable out-of-pocket costs and expenses; provided, however, with  
respect to any mortgage loan, the $2,500 fee shall be collectible once in any   
six month period.                                                               

If title to any Mortgaged Property is acquired by the trust fund, the 
Special Servicer, on behalf of the trust fund, will be required to sell the     
Mortgaged Property prior to the close of the third calendar year beginning      
after the year of acquisition, unless (1) the Internal Revenue Service (the     
"IRS") grants an extension of time to sell the property or (2) the Trustee      
receives an opinion of independent counsel to the effect that the holding of    
the property by the trust fund longer than the above-referenced three year      
period will not result in the imposition of a tax on any of the Loan REMIC, the 
Upper-Tier REMIC or the Lower-Tier REMIC or cause the trust fund (or any of the 
Loan REMIC, the Upper-Tier REMIC or the Lower-Tier REMIC) to fail to qualify as 
a REMIC under the Code at any time that any Certificate is outstanding. Subject 
to the foregoing and any other tax-related limitations, pursuant to the Pooling 
and Servicing Agreement, the Special Servicer will generally be required to     
attempt to sell any Mortgaged Property so acquired on the same terms and        
conditions it would if it were the owner. The Special Servicer will also be     
required to ensure that any Mortgaged Property acquired by the trust fund is    
administered so that it constitutes "foreclosure property" within the meaning   
of Code Section 860G(a)(8) at all times, that the sale of the property does not 
result in the receipt by the trust fund of any income from nonpermitted assets  
as described in Code Section 860F(a)(2)(B). If the trust fund acquires title to 
any Mortgaged Property, the Special Servicer, on behalf of the trust fund, will 
retain, at the expense of the trust fund, an independent contractor to manage   
and operate the property. The independent contractor generally will be          
permitted to perform construction (including renovation) on a foreclosed        
property only if the construction was at least 10% completed at the time        
default on the related mortgage loan became imminent. The retention of an       
independent contractor, however, will not relieve the Special Servicer of its   
obligation to manage the Mortgaged Property as required under the Pooling and   
Servicing Agreement.                                                            

   Generally, none of the Loan REMIC, the Upper-Tier REMIC or the Lower-Tier
REMIC will be taxable on income received with respect to a Mortgaged Property   
acquired by the trust fund to the extent that it constitutes "rents from real   
property," within the meaning of Code Section 856(c)(3)(A) and Treasury         
regulations under the Code. Rents from real property include fixed rents and    
rents based on the receipts or sales of a tenant but do not include the portion 
of any rental based on the net income or profit of any tenant or sub-tenant. No 
determination has been made whether rent on any of the Mortgaged Properties     
meets this requirement. Rents from real property include charges for services   
customarily furnished or rendered in connection with the rental of real         
property, whether or not the charges are separately stated. Services furnished  
to the tenants of a particular building will be considered as customary if, in  
the geographic market                                                           

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in which the building is located, tenants in buildings which are of similar     
Class are customarily provided with the service. No determination has been made 
whether the services furnished to the tenants of the Mortgaged Properties are   
"customary" within the meaning of applicable regulations. It is therefore       
possible that a portion of the rental income with respect to a Mortgaged        
Property owned by the trust fund would not constitute rents from real property, 
or that none of such income would qualify if a separate charge is not stated    
for such non-customary services or they are not performed by an independent     
contractor. Rents from real property also do not include income from the        
operation of a trade or business on the Mortgaged Property, such as a hotel.    
Any of the foregoing types of income may instead constitute "net income from    
foreclosure property," which would be taxable to the Lower-Tier REMIC, or if    
applicable, the Loan REMIC, at the highest marginal federal corporate rate      
(currently 35%) and may also be subject to state or local taxes. The Pooling    
and Servicing Agreement provides that the Special Servicer will be permitted to 
cause the Lower-Tier REMIC, or if applicable, the Loan REMIC, to earn "net      
income from foreclosure property" that is subject to tax if it determines that  
the net after-tax benefit to Certificateholders is greater than another method  
of operating or net leasing the Mortgaged Property. Because these sources of    
income, if they exist, are already in place with respect to the Mortgaged       
Properties, it is generally viewed as beneficial to Certificateholders to       
permit the trust fund to continue to earn them if it acquires a Mortgaged       
Property, even at the cost of this tax. These taxes would be chargeable against 
the related income for purposes of determining the proceeds available for       
distribution to holders of Certificates. See "Certain Federal Income Tax        
Consequences--Federal Income Tax Consequences for REMIC Certificates--Taxes     
That May Be Imposed on the REMIC Pool" in the prospectus.                       

To the extent that Liquidation Proceeds collected with respect to any 
mortgage loan (including the Non-Pooled Components, if applicable) are less     
than the sum of: (1) the outstanding principal balance of the mortgage loan,    
(2) interest accrued on the mortgage loan and (3) the aggregate amount of       
outstanding reimbursable expenses (including any (i) unpaid servicing           
compensation, (ii) unreimbursed Servicing Advances, (iii) accrued and unpaid    
interest on all Advances and (iv) additional trust fund expenses) incurred with 
respect to the mortgage loan, the trust fund will realize a loss in the amount  
of the shortfall. The Trustee, the Master Servicer and/or the Special Servicer  
will be entitled to reimbursement out of the Liquidation Proceeds recovered on  
any mortgage loan, prior to the distribution of those Liquidation Proceeds to   
Certificateholders, of any and all amounts that represent unpaid servicing      
compensation in respect of the related mortgage loan, certain unreimbursed      
expenses incurred with respect to the mortgage loan and any unreimbursed        
Advances (including interest thereon) made with respect to the mortgage loan.   
In addition, amounts otherwise distributable on the Certificates will be        
further reduced by interest payable to the Master Servicer, the Special         
Servicer or the Trustee on these Advances.                                      

   If any Mortgaged Property suffers damage and the proceeds, if any, of the
related hazard insurance policy are insufficient to restore fully the damaged   
property, the Master Servicer will not be required to advance the funds to      
effect the restoration unless (1) the Special Servicer determines that the      
restoration will increase the proceeds to Certificateholders on liquidation of  
the mortgage loan after reimbursement of the Special Servicer or the Master     
Servicer, as the case may be, for its expenses and (2) the Master Servicer      
determines that the expenses will be recoverable by it from related Insurance   
and Condemnation Proceeds and Liquidation Proceeds.                             

INSPECTIONS; COLLECTION OF OPERATING INFORMATION                                

   The Master Servicer will be required to perform, or cause to be performed
(at its own expense), physical inspections of each Mortgaged Property on an     
annual basis commencing in calendar year 2004; provided that if a physical      
inspection has been performed by the Special Servicer in the previous 12 months 
the Master Servicer will not be required to perform or cause to be performed,   
such physical inspection; provided, further, however, that if any scheduled     
payment becomes more than 60 days delinquent on the related mortgage loan, the  
Special Servicer is required to inspect the related Mortgaged Property as soon  
as practicable after the                                                        

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mortgage loan becomes a Specially Serviced Mortgage Loan and annually           
thereafter for so long as the mortgage loan remains a Specially Serviced        
Mortgage Loan (the cost of which inspection will be reimbursed first from       
default charges on the related mortgage loan and then from the Certificate      
Account as an expense of the trust fund). The Special Servicer or the Master    
Servicer, as applicable, will be required to prepare a written report of the    
inspection describing, among other things, the condition of and any damage to   
the Mortgaged Property and specifying the existence of any material vacancies   
in the Mortgaged Property of which it has knowledge, of any sale, transfer or   
abandonment of the Mortgaged Property, of any material change in the condition  
of the Mortgaged Property, or of any material waste committed on the Mortgaged  
Property.                                                                       

  With respect to each mortgage loan that requires the borrower to deliver
those statements, the Special Servicer or the Master Servicer, as applicable,   
is also required to use reasonable efforts to collect and review the annual     
Operating Statements of the related Mortgaged Property. Most of the Mortgages   
obligate the related borrower to deliver annual property Operating Statements.  
However, we cannot assure you that any Operating Statements required to be      
delivered will in fact be delivered, nor is the Special Servicer or the Master  
Servicer likely to have any practical means of compelling the delivery in the   
case of an otherwise performing mortgage loan.                                  

Copies of the inspection reports and Operating Statements referred to 
above which are delivered to the Directing Certificateholder and the Paying     
Agent will be available for review by Certificateholders during normal business 
hours at the offices of the Paying Agent. See "Description of the               
Certificates--Reports to Certificateholders; Certain Available Information" in  
this prospectus supplement.                                                     

CERTAIN MATTERS REGARDING THE MASTER SERVICER, THE SPECIAL SERVICER AND THE     
DEPOSITOR                                                                       

 The Pooling and Servicing Agreement permits the Master Servicer and the
Special Servicer to resign from their respective obligations only upon (a) the  
appointment of, and the acceptance of the appointment by, a successor and       
receipt by the Trustee of written confirmation from each Rating Agency that the 
resignation and appointment will, in and of itself, not cause a downgrade,      
withdrawal or qualification of the rating assigned by such Rating Agency to any 
Class of certificates; and the approval of such successor by the Directing      
Certificateholder, which approval shall not be unreasonably withheld, or (b) a  
determination that their respective obligations are no longer permissible with  
respect to the Master Servicer or the Special Servicer, as the case may be,     
under applicable law. No resignation will become effective until the Trustee or 
other successor has assumed the obligations and duties of the resigning Master  
Servicer or Special Servicer, as the case may be, under the Pooling and         
Servicing Agreement.                                                            

  The Pooling and Servicing Agreement will provide that none of the Master
Servicer, the Special Servicer, the Depositor or any member, manager, director, 
officer, employee or agent of any of them will be under any liability to the    
trust fund or the Certificateholders for any action taken, or not taken, in     
good faith pursuant to the Pooling and Servicing Agreement or for errors in     
judgment; provided, however, that none of the Master Servicer, the Special      
Servicer, the Depositor or similar person will be protected against any         
liability that would otherwise be imposed by reason of willful misfeasance, bad 
faith or negligence in the performance of obligations or duties under the       
Pooling and Servicing Agreement or by reason of negligent disregard of the      
obligations and duties. The Pooling and Servicing Agreement will also provide   
that the Master Servicer, the Special Servicer (or the Special Servicer's       
members and managers), the Depositor and any director, officer, employee or     
agent of any of them will be entitled to indemnification by the trust fund      
against any loss, liability or expense incurred in connection with any legal    
action or claim that relates to the Pooling and Servicing Agreement or the      
Certificates; provided, however, that the indemnification will not extend to    
any loss, liability or expense incurred by reason of willful misfeasance, bad   
faith or negligence in the performance of obligations or duties under the       
Pooling and Servicing Agreement, by reason of negligent                         

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disregard of such party's obligations or duties, or in the case of the          
Depositor and any of its directors, officers, members, managers, employees and  
agents, any violation by any of them of any state or federal securities law.    

    In addition, the Pooling and Servicing Agreement will provide that none of
the Master Servicer, the Special Servicer or the Depositor will be under any    
obligation to appear in, prosecute or defend any legal action that is not       
incidental to its respective responsibilities under the Pooling and Servicing   
Agreement or that in its opinion may involve it in any expense or liability not 
reimbursed by the trust. However, each of the Master Servicer, the Special      
Servicer and the Depositor will be permitted, in the exercise of its            
discretion, to undertake any action that it may deem necessary or desirable     
with respect to the enforcement and/or protection of the rights and duties of   
the parties to the Pooling and Servicing Agreement and the interests of the     
Certificateholders under the Pooling and Servicing Agreement. In that event,    
the legal expenses and costs of the action, and any liability resulting         
therefrom, will be expenses, costs and liabilities of the Certificateholders,   
and the Master Servicer, the Special Servicer or the Depositor, as the case may 
be, will be entitled to charge the Certificate Account for the expenses.        

  Pursuant to the Pooling and Servicing Agreement, the Master Servicer and
Special Servicer will each be required to maintain a fidelity bond and errors   
and omissions policy or their equivalent that provides coverage against losses  
that may be sustained as a result of an officer's or employee's                 
misappropriation of funds or errors and omissions, subject to certain           
limitations as to amount of coverage, deductible amounts, conditions,           
exclusions and exceptions permitted by the Pooling and Servicing Agreement.     
Notwithstanding the foregoing, the Master Servicer will be allowed to           
self-insure with respect to an errors and omission policy and a fidelity bond   
so long as certain conditions set forth in the Pooling and Servicing Agreement  
are met.                                                                        

Any person into which the Master Servicer, the Special Servicer or the
Depositor may be merged or consolidated, or any person resulting from any       
merger or consolidation to which the Master Servicer, the Special Servicer or   
the Depositor is a party, or any person succeeding to the business of the       
Master Servicer, the Special Servicer or the Depositor, will be the successor   
of the Master Servicer, the Special Servicer or the Depositor, as the case may  
be, under the Pooling and Servicing Agreement. The Master Servicer and the      
Special Servicer may have other normal business relationships with the          
Depositor or the Depositor's affiliates.                                        

EVENTS OF DEFAULT                                                               

    "Events of Default" under the Pooling and Servicing Agreement with respect
to the Master Servicer or the Special Servicer, as the case may be, will        
include, without limitation:                                                    

      (a) (i) any failure by the Master Servicer to make a required deposit to
the Certificate Account on the day such deposit was first required to be  
made, which failure is not remedied within one business day, or (ii) any  
failure by the Master Servicer to deposit into, or remit to the Paying    
Agent for deposit into, the Distribution Account or either Component Loan 
Distribution Account any amount required to be so deposited or remitted,  
which failure is not remedied by 11:00 a.m. New York City time on the     
relevant Distribution Date;                                               

     (b) any failure by the Special Servicer to deposit into the REO Account
within one business day after the day such deposit is required to be made,
or to remit to the Master Servicer for deposit in the Certificate Account 
any such remittance required to be made by the Special Servicer on the day
such remittance is required to be made under the Pooling and Servicing    
Agreement;                                                                

    (c) any failure by the Master Servicer or the Special Servicer duly to
observe or perform in any material respect any of its other covenants or  
obligations under the Pooling and Servicing Agreement, which failure      
continues unremedied for thirty days (ten days in the case of the Master  
Servicer's failure to make a Servicing Advance or fifteen days in the case
of a failure to pay the premium for any insurance policy required to be   
maintained under the Pooling and Servicing Agreement) after written notice
of the failure has been given to the                                      

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Master Servicer or the Special Servicer, as the case may be, by any other 
party to the Pooling and Servicing Agreement, or to the Master Servicer or
the Special Servicer, as the case may be, with a copy to each other party 
to the related Pooling and Servicing Agreement, by Certificateholders of  
any Class, evidencing as to that Class, Percentage Interests aggregating  
not less than 25%; provided, however, if that failure is capable of being 
cured and the Master Servicer or Special Servicer, as applicable, is      
diligently pursuing that cure, that 30-day period will be extended an     
additional 30 days;                                                       

(d) any breach on the part of the Master Servicer or the Special  
Servicer of any representation or warranty in the Pooling and Servicing   
 Agreement which materially and adversely affects the interests of any Class
of Certificateholders and which continues unremedied for a period of 30   
days after the date on which notice of that breach, requiring the same to 
be remedied, will have been given to the Master Servicer or the Special   
Servicer, as the case may be, by the Depositor, the Paying Agent or the   
Trustee, or to the Master Servicer, the Special Servicer, the Depositor,  
the Paying Agent and the Trustee by the Certificateholders of any Class,  
 evidencing as to that Class, Percentage Interests aggregating not less than
25%; provided, however, if that breach is capable of being cured and the  
Master Servicer or Special Servicer, as applicable, is diligently pursuing
that cure, that 30-day period will be extended an additional 30 days;     

   (e) certain events of insolvency, readjustment of debt, marshaling of
assets and liabilities or similar proceedings in respect of or relating to
the Master Servicer or the Special Servicer, and certain actions by or on 
behalf of the Master Servicer or the Special Servicer indicating its      
insolvency or inability to pay its obligations;                           

   (f) the Trustee shall have received and forwarded (with a copy to the
Paying Agent) to the Master Servicer or Special Servicer, as applicable   
written notice from Fitch that the continuation of the Master Servicer or 
Special Servicer, as applicable, in such capacity has resulted, or would  
result, in and of itself, in a downgrade, qualification or withdrawal of  
any rating then assigned to any Class of Certificates by Fitch, if the    
Master Servicer or Special Servicer, as applicable, is not replaced, and  
 the Trustee shall not have received subsequent notice from Fitch (within 30
days), indicating that no such downgrade, qualification or withdrawal will
result (or that, if it has resulted, it will be rescinded);               

(g) Fitch confirms in writing that the Master Servicer or Special 
Servicer, as applicable, no longer has the minimum rating from Fitch,     
required for master servicers or special servicers, as applicable, of     
commercial mortgage securitization transactions, and is not reinstated to 
the approved master servicer list or special servicer list, as applicable,
within 90 days of such removal;                                           

      (h) Moody's places its ratings on any Class of Certificates on a "watch"
status in contemplation of a ratings downgrade or withdrawal, citing      
servicing or special servicing concerns, as applicable, as the sole or a  
contributory factor in such rating action and such "watch" status is not  
rescinded within 90 days (or such longer period as would not, as confirmed
by Moody's in writing, result in a qualification, downgrade or withdrawal 
of one or more ratings assigned by Moody's to the Certificates);          

(i) Moody's downgrades the then-current ratings of any Class of   
Certificates, citing servicing or special servicing concerns, as          
applicable, as the sole or a contributory factor in such downgrade; or    

    (j) the Master Servicer or Special Servicer is removed from Fitch's or
 Moody's approved master servicer list or approved special servicer list, as
applicable, and is not reinstated to the approved master servicer or      
special servicer list, as applicable, within 90 days of such removal.     

RIGHTS UPON EVENT OF DEFAULT                                                    

  If an Event of Default occurs with respect to the Master Servicer or the
Special Servicer under the Pooling and Servicing Agreement, then, so long as    
the Event of Default remains unremedied,                                        

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the Depositor or the Trustee will be authorized, and at the written direction   
of Certificateholders entitled to not less than 51% of the Voting Rights or the 
Directing Certificateholder, the Trustee will be required, to terminate all of  
the rights and obligations of the defaulting party as Master Servicer or        
Special Servicer, as applicable (other than certain rights in respect of        
indemnification and certain items of servicing compensation), under the Pooling 
and Servicing Agreement. The Trustee, or the Master Servicer with respect to a  
termination of the Special Servicer, will then succeed to all of the            
responsibilities, duties and liabilities of the defaulting party as Master      
Servicer or Special Servicer, as applicable, under the Pooling and Servicing    
Agreement and will be entitled to similar compensation arrangements. If the     
Trustee is unwilling or unable so to act, it may (or, at the written request of 
the Directing Certificateholder or Certificateholders entitled to not less than 
51% of the Voting Rights, it will be required to) appoint, or petition a court  
of competent jurisdiction to appoint, a loan servicing institution or other     
entity that would not result in the downgrade, qualification or withdrawal of   
the ratings assigned to any Class of Certificates by either Rating Agency to    
act as successor to the Master Servicer or Special Servicer, as the case may    
be, under the Pooling and Servicing Agreement and which has been approved by    
the Directing Certificateholder, which approval shall not be unreasonably       
withheld.                                                                       

  No Certificateholder will have any right under the Pooling and Servicing
Agreement to institute any proceeding with respect to the Certificates or the   
Pooling and Servicing Agreement unless the holder previously has given to the   
Trustee written notice of default and the continuance of the default and unless 
the holders of Certificates of any Class evidencing not less than 25% of the    
aggregate Percentage Interests constituting the Class have made written request 
upon the Trustee to institute a proceeding in its own name (as Trustee) and     
have offered to the Trustee reasonable indemnity, and the Trustee for 60 days   
after receipt of the request and indemnity has neglected or refused to          
institute the proceeding. However, the Trustee will be under no obligation to   
exercise any of the trusts or powers vested in it by the Pooling and Servicing  
Agreement or to institute, conduct or defend any related litigation at the      
request, order or direction of any of the Certificateholders, unless the        
Certificateholders have offered to the Trustee reasonable security or indemnity 
against the costs, expenses and liabilities which may be incurred as a result.  

AMENDMENT                                                                       

    The Pooling and Servicing Agreement may be amended by the parties thereto,
without the consent of any of the holders of Certificates:                      

(a) to cure any ambiguity to the extent the ambiguity does not    
materially and adversely affect the interests of any Certificateholder;   

(b) to correct or supplement any of its provisions which may be   
inconsistent with any other provisions of the Pooling and Servicing       
Agreement or this prospectus supplement or to correct any error;          

   (c) to change the timing and/or nature of deposits in the Certificate
Account, the Distribution Accounts or the REO Account, provided that (A)  
the Master Servicer Remittance Date shall in no event be later than the   
business day prior to the related Distribution Date, (B) the change would 
not adversely affect in any material respect the interests of any         
 Certificateholder, as evidenced by an opinion of counsel (at the expense of
the party requesting the amendment) and (C) the change would not result in
the downgrade, qualification or withdrawal of the ratings assigned to any 
Class of Certificates by either Rating Agency, as evidenced by a letter   
from each Rating Agency;                                                  

 (d) to modify, eliminate or add to any of its provisions (i) to the
extent as will be necessary to maintain the qualification of any of the   
Loan REMIC, the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, to   
maintain the grantor trust portion of the trust fund as a grantor trust or
to avoid or minimize the risk of imposition of any tax on the trust fund, 
provided that the Trustee has received an opinion of counsel (at the      
expense of the party requesting the amendment) to the effect that (1) the 
action is necessary or desirable to                                       

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maintain such qualification or to avoid or minimize such risk and (2) the 
action will not adversely affect in any material respect the interests of 
any holder of the Certificates or (ii) to restrict (or to remove any      
existing restrictions with respect to) the transfer of the Residual       
 Certificates, provided that the Depositor has determined that the amendment
will not give rise to any tax with respect to the transfer of the Residual
 Certificates to a non-permitted transferee (see "Certain Federal Income Tax
Consequences--Federal Income Tax Consequences for REMIC                   
Certificates--Taxation of Residual Certificates--Tax-Related Restrictions 
on Transfer of Residual Certificates" in the prospectus);                 

   (e) to make any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change,    
 provided that the required action will not adversely affect in any material
respect the interests of any Certificateholder, as evidenced by an opinion
 of counsel and written confirmation that the change would not result in the
 downgrade, qualification or withdrawal of the ratings assigned to any Class
of Certificates by either Rating Agency; and                              

   (f) to amend or supplement any provision of the Pooling and Servicing
Agreement to the extent necessary to maintain the ratings assigned to each
Class of Certificates by each Rating Agency, as evidenced by written      
confirmation that the change would not result in the downgrade,           
qualification or withdrawal of the ratings assigned to any Class of       
Certificates by either Rating Agency;                                     

provided, that no amendment may be made that changes in any manner the          
obligations of any Mortgage Loan Seller under a Purchase Agreement without the  
consent of the applicable Mortgage Loan Seller.                                 

The Pooling and Servicing Agreement may also be amended by the parties
thereto with the consent of the holders of Certificates of each Class affected  
thereby evidencing, in each case, not less than 66-2/3% of the aggregate        
Percentage Interests constituting the Class for the purpose of adding any       
provisions to or changing in any manner or eliminating any of the provisions of 
the Pooling and Servicing Agreement or of modifying in any manner the rights of 
the holders of the Certificates, except that the amendment may not (1) reduce   
in any manner the amount of, or delay the timing of, payments received on the   
mortgage loans which are required to be distributed on a Certificate of any     
Class without the consent of the holder of that Certificate, or which are       
required to be distributed to a holder of a Companion Loan, without the consent 
of such holder, (2) reduce the aforesaid percentage of Certificates of any      
Class the holders of which are required to consent to the amendment or remove   
the requirement to obtain consent of the holders of the Companion Loans,        
without the consent of the holders of all Certificates of that Class then       
outstanding or the holders of the Companion Loans, as applicable, (3) adversely 
affect the Voting Rights of any Class of Certificates, without the consent of   
the holders of all Certificates of that Class then outstanding, (4) change in   
any manner the obligations of any Mortgage Loan Seller under a Purchase         
Agreement without the consent of the applicable Mortgage Loan Seller, or (5)    
without the consent of 100% of the holders of Certificates and all the holders  
of the Companion Loans or written confirmation that such amendment would not    
result in the downgrade, qualification or withdrawal of the ratings assigned to 
any Class of Certificates by either Rating Agency, amend the Servicing          
Standard.                                                                       

    Notwithstanding the foregoing, no party will be required to consent to any
amendment to the Pooling and Servicing Agreement without having first received  
an opinion of counsel (at the trust fund's expense) to the effect that the      
amendment is permitted under the Pooling and Servicing Agreement and that the   
amendment or the exercise of any power granted to the Master Servicer, the      
Special Servicer, the Depositor, the Trustee or any other specified person in   
accordance with the amendment, will not result in the imposition of a tax on    
any portion of the trust fund or cause any of the Loan REMIC, the Upper-Tier    
REMIC or Lower-Tier REMIC to fail to qualify as a REMIC or cause the grantor    
trust portion of the trust fund to fail to qualify as a grantor trust.          

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YIELD AND MATURITY CONSIDERATIONS 

YIELD CONSIDERATIONS                                                            

General. The yield on any Offered Certificate will depend on: (1) the 
Pass-Through Rate for the Certificate; (2) the price paid for the Certificate   
and, if the price was other than par, the rate and timing of payments of        
principal on the Certificate; (3) the aggregate amount of distributions on the  
Certificate; and (4) the aggregate amount of Collateral Support Deficit amounts 
allocated to a Class of Offered Certificates.                                   

Pass-Through Rate. The Pass-Through Rate applicable to each Class of  
Offered Certificates for any Distribution Date will equal the rate set forth on 
the cover of this prospectus supplement. See "Description of the Certificates"  
in this prospectus supplement.                                                  

Rate and Timing of Principal Payments. The yield to holders of Offered
Certificates that are purchased at a discount or premium will be affected by    
the rate and timing of principal payments on the mortgage loans (including      
principal prepayments on the mortgage loans resulting from both voluntary       
prepayments by the mortgagors and involuntary liquidations). The rate and       
timing of principal payments on the mortgage loans will in turn be affected by  
their amortization schedules, Lockout Periods, Yield Maintenance Charges, the   
dates on which balloon payments are due, any extensions of maturity dates by    
the Master Servicer or the Special Servicer and the rate and timing of          
principal prepayments and other unscheduled collections on the mortgage loans   
(including for this purpose, collections made in connection with liquidations   
of mortgage loans due to defaults, casualties or condemnations affecting the    
Mortgaged Properties, or purchases of mortgage loans out of the trust fund). In 
addition, although the borrowers under the ARD Loans may have certain           
incentives to prepay the ARD Loans on their Anticipated Repayment Dates, we     
cannot assure you that the borrowers will be able to prepay the ARD Loans on    
their Anticipated Repayment Dates. The failure of a borrower to prepay an ARD   
Loan on its Anticipated Repayment Date will not be an event of default under    
the terms of the ARD Loans, and pursuant to the terms of the Pooling and        
Servicing Agreement, neither the Master Servicer nor the Special Servicer will  
be permitted to take any enforcement action with respect to a borrower's        
failure to pay Excess Interest, other than requests for collection, until the   
scheduled maturity of the respective ARD Loan; provided, that the Master        
Servicer or the Special Servicer, as the case may be, may take action to        
enforce the trust fund's right to apply excess cash flow to principal in        
accordance with the terms of the ARD Loan documents. See "Risk                  
Factors--Borrower May Be Unable to Repay Remaining Principal Balance on         
Maturity Date or Anticipated Repayment Date" in this prospectus supplement.     

Prepayments and, assuming the respective stated maturity dates for the
mortgage loans have not occurred, liquidations and purchases of the mortgage    
loans, will result in distributions on the Offered Certificates of amounts that 
would otherwise be distributed over the remaining terms of the mortgage loans.  
Defaults on the mortgage loans, particularly at or near their stated maturity   
dates, may result in significant delays in payments of principal on the         
mortgage loans (and, accordingly, on the Offered Certificates) while work-outs  
are negotiated or foreclosures are completed. See "Servicing of the Mortgage    
Loans--Modifications, Waiver and Amendments" and "--Realization Upon Defaulted  
Mortgage Loans" in this prospectus supplement and "Certain Legal Aspects of     
Mortgage Loans--Foreclosure" in the prospectus. Because the rate of principal   
payments on the mortgage loans will depend on future events and a variety of    
factors (as described below), we cannot assure you as to the rate of principal  
payments or the rate of principal prepayments in particular. We are not aware   
of any relevant publicly available or authoritative statistics with respect to  
the historical prepayment experience of a large group of mortgage loans         
comparable to the mortgage loans.                                               

The extent to which the yield to maturity of any Class of Offered     
Certificates may vary from the anticipated yield will depend upon the degree to 
which the Certificates are purchased at a discount or premium and when, and to  
what degree, payments of principal on the mortgage loans are in turn            
distributed on the Certificates. An investor should consider, in the case of    
any                                                                             

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Offered Certificate purchased at a discount, the risk that a slower than        
anticipated rate of principal payments on the mortgage loans will result in an  
actual yield to the investor that is lower than the anticipated yield and, in   
the case of any Offered Certificate purchased at a premium, the risk that a     
faster than anticipated rate of principal payments on the mortgage loans will   
result in an actual yield to the investor that is lower than the anticipated    
yield. In general, the earlier a payment of principal is distributed on an      
Offered Certificate purchased at a discount or premium, the greater will be the 
effect on an investor's yield to maturity. As a result, the effect on an        
investor's yield of principal payments distributed on an investor's Offered     
Certificates occurring at a rate higher (or lower) than the rate anticipated by 
the investor during any particular period would not be fully offset by a        
subsequent like reduction (or increase) in the rate of principal payments.      

 Principal payments on the mortgage loans would also affect the yield on
the Class A-2, Class B, Class C and Class D certificates to the extent the WAC  
Rate is reduced below the fixed Pass-Through Rate for that class for one or     
more future periods. The Pass-Through Rates on those classes of Certificates    
may be limited by the WAC Rate even if principal prepayments do not occur.      

 Losses and Shortfalls. The yield to holders of the Offered Certificates
will also depend on the extent to which the holders are required to bear the    
effects of any losses or shortfalls on the mortgage loans. Losses and other     
shortfalls on the mortgage loans will generally be borne by (i) with respect to 
the One Alliance Center Loan, the classes of Class AC Certificates and then to  
the holders of the Class NR, Class N, Class M, Class L, Class K, Class J, Class 
H, Class G, Class F, Class E, Class D, Class C and Class B certificates, in     
that order, (ii) with respect to the Battlefield Mall Loan, the classes of      
Class BM Certificates and then to the holders of the Class NR, Class N, Class   
M, Class L, Class K, Class J, Class H, Class G, Class F, Class E, Class D,      
Class C and Class B certificates, in that order, and (iii) with respect to any  
other mortgage loan, the holders of the Class NR, Class N, Class M, Class L,    
Class K, Class J, Class H, Class G, Class F, Class E, Class D, Class C and      
Class B certificates, in that order, in each case to the extent of amounts      
otherwise distributable in respect of the Class of Certificates. In the event   
of the reduction of the Certificate Balances of all those Classes of            
Certificates to zero, the resulting losses and shortfalls will then be borne,   
pro rata, by the Class A Certificates.                                          

 Certain Relevant Factors. The rate and timing of principal payments and
defaults and the severity of losses on the mortgage loans may be affected by a  
number of factors, including, without limitation, prevailing interest rates,    
the terms of the mortgage loans (for example, due-on-sale clauses, Lockout      
Periods or Yield Maintenance Charges and amortization terms that require        
balloon payments), the demographics and relative economic vitality of the areas 
in which the Mortgaged Properties are located and the general supply and demand 
for rental properties in those areas, the quality of management of the          
Mortgaged Properties, the servicing of the mortgage loans, possible changes in  
tax laws and other opportunities for investment. See "Risk Factors" and         
"Description of the Mortgage Pool" in this prospectus supplement and "Risk      
Factors" and "Yield and Maturity Considerations--Yield and Prepayment           
Considerations" in the prospectus.                                              

The rate of prepayment on the pool of mortgage loans is likely to be  
affected by prevailing market interest rates for mortgage loans of a comparable 
type, term and risk level as the mortgage loans. When the prevailing market     
interest rate is below a mortgage coupon, a borrower may have an increased      
incentive to refinance its mortgage loan. However, under all of the mortgage    
loans, voluntary prepayments are subject to Lockout Periods and/or Yield        
Maintenance Charges. See "Description of the Mortgage Pool--Certain Terms and   
Conditions of the Mortgage Loans--Prepayment Provisions" in this prospectus     
supplement. In any case, we cannot assure you that the related borrowers will   
refrain from prepaying their mortgage loans due to the existence of Yield       
Maintenance Charges or prepayment premiums, or that involuntary prepayments     
will not occur.                                                                 

Depending on prevailing market interest rates, the outlook for market 
interest rates and economic conditions generally, some borrowers may sell       
Mortgaged Properties in order to realize                                        

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their equity in the Mortgaged Property, to meet cash flow needs or to make      
other investments. In addition, some borrowers may be motivated by federal and  
state tax laws (which are subject to change) to sell Mortgaged Properties prior 
to the exhaustion of tax depreciation benefits.                                 

 The Depositor makes no representation as to the particular factors that
will affect the rate and timing of prepayments and defaults on the mortgage     
loans, as to the relative importance of those factors, as to the percentage of  
the principal balance of the mortgage loans that will be prepaid or as to which 
a default will have occurred as of any date or as to the overall rate of        
prepayment or default on the mortgage loans.                                    

 Delay in Payment of Distributions. Because each monthly distribution is
made on each Distribution Date, which is at least 12 days after the end of the  
related Interest Accrual Period, the effective yield to the holders of the      
Offered Certificates will be lower than the yield that would otherwise be       
produced by the applicable Pass-Through Rates and purchase prices (assuming the 
prices did not account for the delay).                                          

    Unpaid Distributable Certificate Interest. As described under "Description
of the Certificates--Distributions--Priority" in this prospectus supplement, if 
the portion of the Available Distribution Amount distributable in respect of    
interest on any Class of Offered Certificates on any Distribution Date is less  
than the Distributable Certificate Interest then payable for that class, the    
shortfall will be distributable to holders of that Class of Certificates on     
subsequent Distribution Dates, to the extent of available funds. Any shortfall  
will not bear interest, however, so it will negatively affect the yield to      
maturity of the Class of Certificates for so long as it is outstanding.         

WEIGHTED AVERAGE LIFE                                                           

   The weighted average life of an Offered Certificate refers to the average
amount of time that will elapse from the date of its issuance until each dollar 
allocable to principal of the Certificate is distributed to the related         
investor. The weighted average life of an Offered Certificate will be           
influenced by, among other things, the rate at which principal on the mortgage  
loans is paid or otherwise collected, which may be in the form of scheduled     
amortization, voluntary prepayments, Insurance and Condemnation Proceeds and    
Liquidation Proceeds.                                                           

   Prepayments on mortgage loans may be measured by a prepayment standard or
model. The model used in this prospectus supplement is the "Constant Prepayment 
Rate" or "CPR" model. The CPR model represents an assumed constant annual rate  
of prepayment each month, expressed as a per annum percentage of the            
then-scheduled principal balance of the pool of mortgage loans. As used in each 
of the following tables, the column headed "0% CPR" assumes that none of the    
mortgage loans is prepaid before its maturity date or the Anticipated Repayment 
Date, as the case may be. The columns headed "3% CPR," "6% CPR," "9% CPR" and   
"12% CPR" assume that prepayments on the mortgage loans are made at those       
levels of CPR following the expiration of any Lockout Period. We cannot assure  
you, however, that prepayments of the mortgage loans will conform to any level  
of CPR, and no representation is made that the mortgage loans will prepay at    
the levels of CPR shown or at any other prepayment rate.                        

 The following tables indicate the percentage of the initial Certificate
Balance of each Class of the Offered Certificates that would be outstanding     
after each of the dates shown at various CPRs and the corresponding weighted    
average life of each Class of Certificates. The tables have been prepared on    
the basis of the following assumptions, among others:                           

(a) scheduled periodic payments including payments due at maturity of 
principal and/or interest on the mortgage loans will be received on a timely    
basis and will be distributed on the 12th day of the related month, beginning   
in September 2003;                                                              

  (b) the Mortgage Rate in effect for each mortgage loan as of the cut-off
date will remain in effect to the maturity date or the Anticipated Repayment    
Date, as the case may be, and will be adjusted as required pursuant to the      
definition of Mortgage Rate;                                                    

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  (c) the periodic principal and/or interest payment due for each mortgage
loan on the first due date following the cut-off date will continue to be due   
on each due date until the maturity date or the Anticipated Repayment Date, as  
the case may be;                                                                

 (d) no Mortgage Loan Seller will be required to repurchase any mortgage
loan, and none of the holders of the Controlling Class (or any other            
Certificateholder), the Special Servicer, the Master Servicer or the holders of 
the Class LR certificates will exercise its option to purchase all the mortgage 
loans and thereby cause an early termination of the trust fund and no Component 
Loan Operating Advisor will exercise its option to purchase the related         
Component Loan;                                                                 

 (e) any principal prepayments on the mortgage loans will be received on
their respective due dates after the expiration of any applicable Lockout       
Period and/or defeasance period at the respective levels of CPR set forth in    
the tables;                                                                     

(f) no Yield Maintenance Charges are included in any allocations or   
calculations;                                                                   

(g) the Closing Date is August 11, 2003;                              

(h) the ARD Loans prepay on their Anticipated Repayment Dates;        

(i) the Pass-Through Rates and initial Certificate Balances of the    
respective classes of Certificates are as described in this prospectus          
supplement;                                                                     

(j) the Administrative Cost Rate is calculated on the Stated Principal
Balance of the mortgage loans and in the same manner as interest is calculated  
on the mortgage loans; and                                                      

(k) the optional termination of the trust will not be exercised.      

To the extent that the mortgage loans have characteristics that differ
from those assumed in preparing the tables set forth below, a Class of Offered  
Certificates may mature earlier or later than indicated by the tables. It is    
highly unlikely that the mortgage loans will prepay at any constant rate until  
maturity or that all the mortgage loans will prepay at the same rate. In        
addition, variations in the actual prepayment experience and the balance of the 
mortgage loans that prepay may increase or decrease the percentages of initial  
Certificate Balances (and weighted average lives) shown in the following        
tables. These variations may occur even if the average prepayment experience of 
the mortgage loans were to equal any of the specified CPR percentages.          
Investors are urged to conduct their own analyses of the rates at which the     
mortgage loans may be expected to prepay. Based on the foregoing assumptions,   
the following tables indicate the resulting weighted average lives of each      
Class of Offered Certificates and set forth the percentage of the initial       
Certificate Balance of the Class of the Offered Certificate that would be       
outstanding after each of the dates shown at the indicated CPRs.                

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PERCENT OF THE INITIAL CERTIFICATE BALANCE  
OF THE CLASS A-1 CERTIFICATES AT THE RESPECTIVE CPRS
SET FORTH BELOW:  

                                                        [Enlarge/Download Table]

                 DATE                     0% CPR        3% CPR        6% CPR        9% CPR       12% CPR   
------------------------------------- ------------- ------------- ------------- ------------- -------------
                                                                                                           
Initial Percentage ..................         100           100           100           100           100  
August 12, 2004 .....................          94            94            94            94            94  
August 12, 2005 .....................          87            87            87            87            87  
August 12, 2006 .....................          79            79            79            79            78  
August 12, 2007 .....................          70            70            70            70            69  
August 12, 2008 .....................          60            60            59            59            59  
August 12, 2009 .....................          51            50            49            49            48  
August 12, 2010 .....................          37            35            34            33            33  
August 12, 2011 .....................          26            25            23            22            21  
August 12, 2012 .....................          15            13            12            10             9  
August 12, 2013 .....................           0             0             0             0             0  
Weighted Average Life (years)(1) ....        5.70          5.65          5.60          5.55          5.51  
Estimated Month of First                                                                                   
 Principal ..........................   9/12/2003     9/12/2003     9/12/2003     9/12/2003     9/12/2003  
Estimated Month of Maturity .........  12/12/2012    12/12/2012    12/12/2012    11/12/2012    11/12/2012  

----------                                                                      
(1)   The weighted average life of the Class A-1 certificates is determined by  
  (a) multiplying the amount of each principal distribution on it by the
   number of years from the date of issuance of the Class A-1 certificates
to the related Distribution Date, (b) summing the results and (c)   
dividing the sum by the aggregate amount of the reductions in the   
principal balance of the Class A-1 certificates.                    

PERCENT OF THE INITIAL CERTIFICATE BALANCE
OF THE CLASS A-2 CERTIFICATES AT THE RESPECTIVE CPRS
SET FORTH BELOW:  

                                                        [Enlarge/Download Table]

                 DATE                     0% CPR         3% CPR         6% CPR         9% CPR         12% CPR   
------------------------------------- -------------- -------------- -------------- -------------- --------------
                                                                                                                
Initial Percentage ..................          100            100            100            100            100  
August 12, 2004 .....................          100            100            100            100            100  
August 12, 2005 .....................          100            100            100            100            100  
August 12, 2006 .....................          100            100            100            100            100  
August 12, 2007 .....................          100            100            100            100            100  
August 12, 2008 .....................          100            100            100            100            100  
August 12, 2009 .....................          100            100            100            100            100  
August 12, 2010 .....................          100            100            100            100            100  
August 12, 2011 .....................          100            100            100            100            100  
August 12, 2012 .....................          100            100            100            100            100  
August 12, 2013 .....................            0              0              0              0              0  
Weighted Average Life (years)(1) ....         9.78           9.78           9.77           9.77           9.77  
Estimated Month of First                                                                                        
 Principal ..........................   12/12/2012     12/12/2012     12/12/2012     11/12/2012     11/12/2012  
Estimated Month of Maturity .........    8/12/2013      8/12/2013      8/12/2013      8/12/2013      8/12/2013  

----------                                                                      
(1)   The weighted average life of the Class A-2 certificates is determined by  
  (a) multiplying the amount of each principal distribution on it by the
   number of years from the date of issuance of the Class A-2 certificates
to the related Distribution Date, (b) summing the results and (c)   
dividing the sum by the aggregate amount of the reductions in the   
principal balance of the Class A-2 certificates.                    

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PERCENT OF THE INITIAL CERTIFICATE BALANCE  
OF THE CLASS B CERTIFICATES AT THE RESPECTIVE CPRS
SET FORTH BELOW:  

                                                        [Enlarge/Download Table]

                  DATE                       0% CPR         3% CPR         6% CPR         9% CPR        12% CPR   
---------------------------------------  -------------  -------------  -------------  -------------  -------------
                                                                                                                  
Initial Percentage ....................          100            100            100            100            100  
August 12, 2004 .......................          100            100            100            100            100  
August 12, 2005 .......................          100            100            100            100            100  
August 12, 2006 .......................          100            100            100            100            100  
August 12, 2007 .......................          100            100            100            100            100  
August 12, 2008 .......................          100            100            100            100            100  
August 12, 2009 .......................          100            100            100            100            100  
August 12, 2010 .......................          100            100            100            100            100  
August 12, 2011 .......................          100            100            100            100            100  
August 12, 2012 .......................          100            100            100            100            100  
August 12, 2013 .......................            0              0              0              0              0  
Weighted Average Life (years)(1) ......        10.00          10.00          10.00          10.00          10.00  
Estimated Month of First                                                                                          
 Principal ............................    8/12/2013      8/12/2013      8/12/2013      8/12/2013      8/12/2013  
Estimated Month of Maturity ...........    8/12/2013      8/12/2013      8/12/2013      8/12/2013      8/12/2013  

----------                                                                      
(1)   The weighted average life of the Class B certificates is determined by    
  (a) multiplying the amount of each principal distribution on it by the
    number of years from the date of issuance of the Class B certificates to
   the related Distribution Date, (b) summing the results and (c) dividing
the sum by the aggregate amount of the reductions in the principal  
balance of the Class B certificates.                                

PERCENT OF THE INITIAL CERTIFICATE BALANCE
OF THE CLASS C CERTIFICATES AT THE RESPECTIVE CPRS
SET FORTH BELOW:  

                                                        [Enlarge/Download Table]

                  DATE                       0% CPR         3% CPR         6% CPR         9% CPR        12% CPR   
---------------------------------------  -------------  -------------  -------------  -------------  -------------
                                                                                                                  
Initial Percentage ....................          100            100            100            100            100  
August 12, 2004 .......................          100            100            100            100            100  
August 12, 2005 .......................          100            100            100            100            100  
August 12, 2006 .......................          100            100            100            100            100  
August 12, 2007 .......................          100            100            100            100            100  
August 12, 2008 .......................          100            100            100            100            100  
August 12, 2009 .......................          100            100            100            100            100  
August 12, 2010 .......................          100            100            100            100            100  
August 12, 2011 .......................          100            100            100            100            100  
August 12, 2012 .......................          100            100            100            100            100  
August 12, 2013 .......................            0              0              0              0              0  
Weighted Average Life (years)(1) ......        10.00          10.00          10.00          10.00          10.00  
Estimated Month of First                                                                                          
 Principal ............................    8/12/2013      8/12/2013      8/12/2013      8/12/2013      8/12/2013  
Estimated Month of Maturity ...........    8/12/2013      8/12/2013      8/12/2013      8/12/2013      8/12/2013  

----------                                                                      
(1)   The weighted average life of the Class C certificates is determined by    
  (a) multiplying the amount of each principal distribution on it by the
    number of years from the date of issuance of the Class C certificates to
   the related Distribution Date, (b) summing the results and (c) dividing
the sum by the aggregate amount of the reductions in the principal  
balance of the Class C certificates.                                

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PERCENT OF THE INITIAL CERTIFICATE BALANCE  
OF THE CLASS D CERTIFICATES AT THE RESPECTIVE CPRS
SET FORTH BELOW:  

                                                        [Enlarge/Download Table]

                  DATE                       0% CPR         3% CPR         6% CPR         9% CPR        12% CPR   
---------------------------------------  -------------  -------------  -------------  -------------  -------------
                                                                                                                  
Initial Percentage ....................          100            100            100            100            100  
August 12, 2004 .......................          100            100            100            100            100  
August 12, 2005 .......................          100            100            100            100            100  
August 12, 2006 .......................          100            100            100            100            100  
August 12, 2007 .......................          100            100            100            100            100  
August 12, 2008 .......................          100            100            100            100            100  
August 12, 2009 .......................          100            100            100            100            100  
August 12, 2010 .......................          100            100            100            100            100  
August 12, 2011 .......................          100            100            100            100            100  
August 12, 2012 .......................          100            100            100            100            100  
August 12, 2013 .......................            0              0              0              0              0  
Weighted Average Life (years)(1) ......        10.00          10.00          10.00          10.00          10.00  
Estimated Month of First                                                                                          
 Principal ............................    8/12/2013      8/12/2013      8/12/2013      8/12/2013      8/12/2013  
Estimated Month of Maturity ...........    8/12/2013      8/12/2013      8/12/2013      8/12/2013      8/12/2013  

----------                                                                      
(1)   The weighted average life of the Class D certificates is determined by    
  (a) multiplying the amount of each principal distribution on it by the
    number of years from the date of issuance of the Class D certificates to
   the related Distribution Date, (b) summing the results and (c) dividing
the sum by the aggregate amount of the reductions in the principal  
balance of the Class D certificates.                                

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CERTAIN FEDERAL INCOME TAX CONSEQUENCES 

   Upon the issuance of the Certificates, Cadwalader, Wickersham & Taft LLP,
special counsel to the Depositor, will deliver its opinion that, assuming (1)   
the making of appropriate elections, (2) compliance with the provisions of the  
Pooling and Servicing Agreement and (3) compliance with applicable changes in   
the Internal Revenue Code of 1986, as amended (the "Code"), including the REMIC 
Provisions, for federal income tax purposes, the trust fund, exclusive of the   
Excess Interest and the Excess Interest Distribution Account, will qualify as   
three separate real estate mortgage investment conduits (the "Upper-Tier        
REMIC," the "Lower-Tier REMIC" and the "Loan REMIC," respectively, and, each, a 
"REMIC") within the meaning of Sections 860A through 860G (the "REMIC           
Provisions") of the Code, and (1) the Class A-1, Class A-2, Class X-1, Class    
X-2, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J,    
Class K, Class L, Class M, Class N and Class NR certificates and the Class AC   
and Class BM Certificates will evidence the "regular interests" in the          
Upper-Tier REMIC (other than the portion of the Class NR certificates           
representing the right to receive Excess Interest) and (2) the Class R and      
Class LR certificates will represent the sole classes of "residual interests"   
in the Upper-Tier REMIC and Lower-Tier REMIC, respectively, within the meaning  
of the REMIC Provisions. The Certificates (other than the Class R and Class LR  
certificates) are "Regular Certificates" as defined in the prospectus. The      
Class LR certificates will also represent the "residual interest" in the Loan   
REMIC. In addition, in the opinion of Cadwalader, Wickersham & Taft LLP, the    
portion of the trust fund consisting of the Excess Interest and the Excess      
Interest Distribution Account will be treated as a grantor trust for federal    
income tax purposes under subpart E, Part I of subchapter J of the Code and the 
Class NR certificates will represent undivided beneficial interests in the      
grantor trust.                                                                  

 The Loan REMIC will hold the Component Loans and their proceeds and any
property that secured a Component Loan that was acquired by foreclosure or deed 
in lieu of foreclosure and will issue certain uncertificated classes of regular 
interests (the "Loan REMIC Regular Interests") and a sole class of "residual    
interest", which will be represented by the Class LR Certificates. The          
Lower-Tier REMIC will hold the mortgage loans (other than the Component Loans)  
and their proceeds, the Loan REMIC Regular Interests and their proceeds, and    
any property that secured a mortgage loan that was acquired by foreclosure or   
deed in lieu of foreclosure (other than the property securing the Component     
Loans), and will issue certain uncertificated classes of regular interests (the 
"Lower-Tier REMIC Regular Interests") and the Class LR certificates, which will 
represent the sole classes of residual interest in the Lower-Tier REMIC and in  
the Loan REMIC. The Upper-Tier REMIC will hold the Lower-Tier REMIC Regular     
Interests and their proceeds and will issue the Regular Certificates as regular 
interests in the Upper-Tier REMIC and the Class R certificates as the sole      
Class of residual interest in the Upper-Tier REMIC.                             

Because they represent regular interests, each Class of Offered       
Certificates generally will be treated as newly originated debt instruments for 
federal income tax purposes. Holders of the classes of Offered Certificates     
will be required to include in income all interest on the regular interests     
represented by their Certificates in accordance with the accrual method of      
accounting, regardless of a Certificateholder's usual method of accounting. [It 
is anticipated that no Class of Offered Certificates will be issued with        
original issue discount ("OID") for federal income tax purposes. It is also     
anticipated that each Class of Offered Certificates will be issued at a premium 
for federal income tax purposes.] The prepayment assumption that will be used   
in determining the rate of accrual of OID and market discount or whether any    
such discount is de minimis, and that may be used to amortize premium, if any,  
for federal income tax purposes will be based on the assumption that subsequent 
to the date of any determination the mortgage loans will prepay at a rate equal 
to a CPR of 0%; provided, that it is assumed that the ARD Loans prepay on their 
Anticipated Repayment Dates (the "Prepayment Assumption"). No representation is 
made that the mortgage loans will prepay at that rate or at any other rate. See 
"Certain Federal Income Tax Consequences--Federal Income Tax Consequences for   
REMIC Certificates--Taxation of Regular Certificates" in the prospectus.        

    Yield Maintenance Charges actually collected will be distributed among the
holders of the respective classes of Certificates as described under            
"Description of the Certificates--Allocation of                                 

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Yield Maintenance Charges" in this prospectus supplement. It is not entirely    
clear under the Code when the amount of Yield Maintenance Charges so allocated  
should be taxed to the holder of an Offered Certificate, but it is not          
expected, for federal income tax reporting purposes, that Yield Maintenance     
Charges will be treated as giving rise to any income to the holder of an        
Offered Certificate prior to the Master Servicer's actual receipt of a Yield    
Maintenance Charge. Yield Maintenance Charges, if any, may be treated as        
ordinary income, although authority exists for treating such amounts as capital 
gain if they are treated as paid upon the retirement or partial retirement of a 
Certificate. Certificateholders should consult their own tax advisers           
concerning the treatment of Yield Maintenance Charges.                          

Except as provided below, the Offered Certificates will be treated as 
"real estate assets" within the meaning of Section 856(c)(5)(B) of the Code in  
the hands of a real estate investment trust or "REIT," and interest (including  
OID, if any) on the Offered Certificates will be interest described in Section  
856(c)(3)(B) of the Code, and the Offered Certificates will be treated as       
"loans . . . secured by an interest in real property which is . . . residential 
real property" under Section 7701(a)(19)(C)(v)of the Code to the extent the     
loans are secured by multifamily and manufactured housing properties. As of the 
cut-off date, mortgage loans representing approximately 14.5% of the Initial    
Pool Balance are secured by multifamily properties and manufactured housing     
community properties. Mortgage loans that have been defeased with U.S. Treasury 
obligations will not qualify for the foregoing treatments. Moreover, the        
Offered Certificates will be "qualified mortgages" for another REMIC within the 
meaning of Section 860G(a)(3) of the Code and "permitted assets" for a          
"financial asset securitization investment trust" within the meaning of Section 
860L(c) of the Code. See "Certain Federal Income Tax Consequences--Federal      
Income Tax Consequences for REMIC Certificates" in the prospectus.              

METHOD OF DISTRIBUTION  

Subject to the terms and conditions set forth in the underwriting     
agreement (the "Underwriting Agreement"), among J.P. Morgan Securities Inc. for 
itself and as representative of CIBC World Markets Corp., ABN AMRO              
Incorporated, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & 
Smith Incorporated (collectively, the "Underwriters"), CIBC World Markets Corp. 
and the Depositor, the Depositor has agreed to sell to the Underwriters, and    
the Underwriters have severally but not jointly agreed to purchase from the     
Depositor the respective Certificate Balances of each Class of Offered          
Certificates set forth below subject in each case to a variance of 10%.         

                                                        [Enlarge/Download Table]

                                  CIBC WORLD      ABN AMRO                     MERRILL  
CLASS                 JPMORGAN      MARKETS     INCORPORATED    CITIGROUP    LYNCH & CO.
-------------------  ----------  ------------  --------------  -----------  ------------
                                                                                        
Class A-1 .........                                                                     
Class A-2 .........                                                                     
Class B ...........                                                                     
Class C ...........                                                                     
Class D ...........                                                                     

In the Underwriting Agreement, the Underwriters have severally but not
jointly agreed, subject to the terms and conditions set forth in the            
Underwriting Agreement, to purchase all of the Offered Certificates if any      
Offered Certificates are purchased. In the event of a default by any            
Underwriter, the Underwriting Agreement provides that, in certain               
circumstances, purchase commitments of the non-defaulting Underwriters may be   
increased or the Underwriting Agreement may be terminated. Additionally, the    
Depositor and the Mortgage Loan Sellers have agreed to indemnify the            
Underwriters, and the Underwriters have agreed to indemnify the Depositor,      
against certain liabilities, including liabilities under the Securities Act of  
1933, as amended.                                                               

 The Depositor has been advised by the Underwriters that they propose to
offer the Offered Certificates to the public from time to time in one or more   
negotiated transactions, or otherwise, at varying prices to be determined at    
the time of sale. Proceeds to the Depositor from the sale of                    

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Offered Certificates will be ____% of the initial aggregate Certificate Balance 
of the Offered Certificates, plus accrued interest on the Offered Certificates  
from August 1, 2003, before deducting expenses payable by the Depositor         
estimated to be approximately $_______. The Underwriters may effect the         
transactions by selling the Offered Certificates to or through dealers, and the 
dealers may receive compensation in the form of underwriting discounts,         
concessions or commissions from the Underwriters. In connection with the        
purchase and sale of the Offered Certificates offered hereby, the Underwriters  
may be deemed to have received compensation from the Depositor in the form of   
underwriting discounts.                                                         

   We cannot assure you that a secondary market for the Offered Certificates
will develop or, if it does develop, that it will continue. The Underwriters    
expect to make, but are not obligated to make, a secondary market in the        
Offered Certificates. The primary source of ongoing information available to    
investors concerning the Offered Certificates will be the monthly statements    
discussed in the prospectus under "Description of the Certificates--Reports to  
Certificateholders," which will include information as to the outstanding       
principal balance of the Offered Certificates and the status of the applicable  
form of credit enhancement. Except as described in this prospectus supplement   
under "Description of the Certificates--Reports to Certificateholders; Certain  
Available Information," we cannot assure you that any additional information    
regarding the Offered Certificates will be available through any other source.  
In addition, we are not aware of any source through which price information     
about the Offered Certificates will be generally available on an ongoing basis. 
The limited nature of that information regarding the Offered Certificates may   
adversely affect the liquidity of the Offered Certificates, even if a secondary 
market for the Offered Certificates becomes available.                          

 JPMSI, one of the Underwriters, is an affiliate of the Depositor and JP
Morgan Chase Bank, one of the Mortgage Loan Sellers. CIBCWMC, one of the        
Underwriters, is an affiliate of CIBC Inc., one of the Mortgage Loan Sellers.   
ABN AMRO, one of the Underwriters, is an affiliate of the Paying Agent and is   
also an affiliate of ABN AMRO Bank N.V. and LaSalle National Bank Association,  
each a Mortgage Loan Seller.                                                    

LEGAL MATTERS 

   The validity of the Certificates will be passed upon for the Depositor by
Cadwalader, Wickersham & Taft LLP, New York, New York, and for the Underwriters 
by Sidley Austin Brown & Wood LLP, New York, New York. In addition, certain     
federal income tax matters will be passed upon for the Depositor by Cadwalader, 
Wickersham & Taft LLP, New York, New York.                                      

RATINGS 

  It is a condition to issuance that the Offered Certificates be rated not
lower than the following ratings by Moody's Investors Service, Inc. ("Moody's") 
and Fitch, Inc. ("Fitch" and, together with Moody's, the "Rating Agencies"):    

                                                                [Download Table]

 CLASS     MOODY'S     FITCH
-------   ---------   ------
                            
   A-1    Aaa         AAA   
   A-2    Aaa         AAA   
    B     Aa2         AA    
    C     A2          A     
    D     A3          A-    

 A securities rating on mortgage pass-through certificates addresses the
likelihood of the timely receipt by their holders of interest and the ultimate  
repayment of principal to which they are entitled by the Rated Final            
Distribution Date. The rating takes into consideration the credit quality of    
the pool of mortgage loans, structural and legal aspects associated with the    
certificates, and the extent to which the payment stream from the pool of       
mortgage loans is adequate to make payments required under the certificates. In 
addition, rating adjustments may result from a change in the financial position 
of the Trustee as back-up liquidity provider. The                               

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ratings on the Offered Certificates do not, however, constitute a statement     
regarding the likelihood, timing or frequency of prepayments (whether voluntary 
or involuntary) on the mortgage loans or the degree to which the payments might 
differ from those originally contemplated. In addition, a rating does not       
address the likelihood or frequency of voluntary or mandatory prepayments of    
mortgage loans, payment of Excess Interest, Yield Maintenance Charges or net    
default interest.                                                               

    We cannot assure you as to whether any rating agency not requested to rate
the Offered Certificates will nonetheless issue a rating to any Class of        
Offered Certificates and, if so, what the rating would be. A rating assigned to 
any Class of Offered Certificates by a rating agency that has not been          
requested by the Depositor to do so may be lower than the rating assigned       
thereto by the Rating Agencies.                                                 

   The ratings on the Offered Certificates should be evaluated independently
from similar ratings on other types of securities. A security rating is not a   
recommendation to buy, sell or hold securities and may be subject to revision   
or withdrawal at any time by the assigning rating agency.                       

LEGAL INVESTMENT  

    The Offered Certificates will not constitute "mortgage related securities"
for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as       
amended. The appropriate characterization of the Offered Certificates under     
various legal investment restrictions, and thus the ability of investors        
subject to these restrictions to purchase Offered Certificates, is subject to   
significant interpretive uncertainties. No representations are made as to the   
proper characterization of the Offered Certificates for legal investment,       
financial institution regulatory or other purposes, or as to the ability of     
particular investors to purchase the Offered Certificates under applicable      
legal investment restrictions. The uncertainties described above (and any       
unfavorable future determinations concerning the legal investment or financial  
institution regulatory characteristics of the Offered Certificates) may         
adversely affect the liquidity of the Offered Certificates. Accordingly, all    
investors whose investment activities are subject to legal investment laws and  
regulations, regulatory capital requirements or review by regulatory            
authorities should consult with their own legal advisors in determining whether 
and to what extent the Offered Certificates constitute legal investments for    
them or are subject to investment, capital or other restrictions. See "Legal    
Investment" in the prospectus.                                                  

ERISA CONSIDERATIONS  

A fiduciary of any retirement plan or other employee benefit plan or  
arrangement, including individual retirement accounts and annuities, Keogh      
plans and collective investment funds and separate accounts in which those      
plans, annuities, accounts or arrangements are invested, including insurance    
company general accounts, that is subject to the fiduciary responsibility rules 
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),   
or Section 4975 of the Code (an "ERISA Plan") or which is a governmental plan,  
as defined in Section 3(32) of ERISA, subject to any federal, state or local    
law ("Similar Law") which is, to a material extent, similar to the foregoing    
provisions of ERISA or the Code (collectively, with an ERISA Plan, a "Plan")    
should review with its legal advisors whether the purchase or holding of        
Offered Certificates could give rise to a transaction that is prohibited or is  
not otherwise permitted under ERISA, the Code or Similar Law or whether there   
exists any statutory, regulatory or administrative exemption applicable         
thereto. Moreover, each Plan fiduciary should determine whether an investment   
in the Offered Certificates is appropriate for the Plan, taking into account    
the overall investment policy of the Plan and the composition of the Plan's     
investment portfolio.                                                           

   The U.S. Department of Labor has issued to J.P. Morgan Securities Inc. an
individual prohibited transaction exemption, PTE 2002-19, 67 Fed. Reg. 14,979   
(March 28, 2002) (the "Exemption"). The Exemption generally exempts from the    
application of the prohibited transaction provisions of Sections 406 and 407 of 
ERISA, and the excise taxes imposed on the                                      

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prohibited transactions pursuant to Sections 4975(a) and (b) of the Code,       
certain transactions, among others, relating to the servicing and operation of  
pools of mortgage loans, such as the pool of mortgage loans held by the trust,  
and the purchase, sale and holding of mortgage pass-through certificates, such  
as the Offered Certificates, underwritten by J.P. Morgan Securities Inc.,       
provided that certain conditions set forth in the Exemption are satisfied.      

  The Exemption sets forth five general conditions which must be satisfied
for a transaction involving the purchase, sale and holding of the Offered       
Certificates to be eligible for exemptive relief. First, the acquisition of the 
Offered Certificates by a Plan must be on terms (including the price paid for   
the Certificates) that are at least as favorable to the Plan as they would be   
in an arm's-length transaction with an unrelated party. Second, the Offered     
Certificates at the time of acquisition by the Plan must be rated in one of the 
four highest generic rating categories by Moody's, Standard & Poor's Ratings    
Services, a division of The McGraw-Hill Companies, Inc. ("S&P"), or Fitch.      
Third, the Trustee cannot be an affiliate of any other member of the Restricted 
Group other than an Underwriter. The "Restricted Group" consists of any         
Underwriter, the Depositor, the Trustee, the Master Servicer, the Special       
Servicer, any sub-servicer, any entity that provides insurance or other credit  
support to the trust fund and any mortgagor with respect to mortgage loans      
constituting more than 5% of the aggregate unamortized principal balance of the 
mortgage loans as of the date of initial issuance of the Offered Certificates,  
and any affiliate of any of the foregoing entities. Fourth, the sum of all      
payments made to and retained by the Underwriters must represent not more than  
reasonable compensation for underwriting the Offered Certificates, the sum of   
all payments made to and retained by the Depositor pursuant to the assignment   
of the mortgage loans to the trust fund must represent not more than the fair   
market value of the mortgage loans and the sum of all payments made to and      
retained by the Master Servicer, the Special Servicer and any sub-servicer must 
represent not more than reasonable compensation for that person's services      
under the Pooling and Servicing Agreement and reimbursement of the person's     
reasonable expenses in connection therewith. Fifth, the investing Plan must be  
an accredited investor as defined in Rule 501(a)(1) of Regulation D of the      
Securities and Exchange Commission under the Securities Act of 1933, as         
amended.                                                                        

 It is a condition of the issuance of the Offered Certificates that they
have the ratings specified on the cover page. As of the Closing Date, the third 
general condition set forth above will be satisfied with respect to the Offered 
Certificates. A fiduciary of a Plan contemplating purchasing an Offered         
Certificate in the secondary market must make its own determination that, at    
the time of purchase, the Offered Certificates continue to satisfy the second   
and third general conditions set forth above. A fiduciary of a Plan             
contemplating purchasing an Offered Certificate, whether in the initial         
issuance of the related Certificates or in the secondary market, must make its  
own determination that the first, fourth and fifth general conditions set forth 
above will be satisfied with respect to the related Offered Certificate.        

The Exemption also requires that the trust fund meet the following    
requirements: (1) the trust fund must consist solely of assets of the type that 
have been included in other investment pools; (2) certificates in those other   
investment pools must have been rated in one of the four highest categories of  
S&P, Moody's or Fitch for at least one year prior to the Plan's acquisition of  
Offered Certificates; and (3) certificates in those other investment pools must 
have been purchased by investors other than Plans for at least one year prior   
to any Plan's acquisition of Offered Certificates.                              

 If the general conditions of the Exemption are satisfied, the Exemption
may provide an exemption from the restrictions imposed by Sections 406(a) and   
407(a) of ERISA (as well as the excise taxes imposed by Sections 4975(a) and    
(b) of the Code by reason of Sections 4975(c)(1)(A) through (D) of the Code) in 
connection with (1) the direct or indirect sale, exchange or transfer of        
Offered Certificates in the initial issuance of Certificates between the        
Depositor or the Underwriters and a Plan when the Depositor, any of the         
Underwriters, the Trustee, the Master Servicer, the Special Servicer, a         
sub-servicer or a borrower is a party in interest with respect to the investing 
Plan, (2) the direct or indirect acquisition or disposition in the secondary    
market of the Offered Certificates by a Plan and (3) the holding of Offered     
Certificates by a Plan. However, no                                             

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exemption is provided from the restrictions of Sections 406(a)(1)(E), 406(a)(2) 
and 407 of ERISA for the acquisition or holding of an Offered Certificate on    
behalf of an "Excluded Plan" or any person who has discretionary authority or   
renders investment advice with respect to the assets of the Excluded Plan. For  
purposes of this prospectus supplement, an "Excluded Plan" is a Plan sponsored  
by any member of the Restricted Group.                                          

 If certain specific conditions of the Exemption are also satisfied, the
Exemption may provide an exemption from the restrictions imposed by Sections    
406(b)(1) and (b)(2) of ERISA and the taxes imposed by Section 4975(c)(1)(E) of 
the Code in connection with (1) the direct or indirect sale, exchange or        
transfer of Offered Certificates in the initial issuance of Certificates        
between the Depositor or the Underwriters and a Plan when the person who has    
discretionary authority or renders investment advice with respect to the        
investment of Plan assets in those Certificates is (a) a borrower with respect  
to 5% or less of the fair market value of the mortgage loans or (b) an          
affiliate of that person, (2) the direct or indirect acquisition or disposition 
in the secondary market of Offered Certificates by a Plan and (3) the holding   
of Offered Certificates by a Plan.                                              

 Further, if certain specific conditions of the Exemption are satisfied,
the Exemption may provide an exemption from the restrictions imposed by         
Sections 406(a), 406(b) and 407(a) of ERISA, and the taxes imposed by Sections  
4975(a) and (b) of the Code by reason of Section 4975(c) of the Code for        
transactions in connection with the servicing, management and operation of the  
pool of mortgage loans.                                                         

Before purchasing an Offered Certificate, a fiduciary of a Plan should
itself confirm that (1) the Offered Certificates constitute "securities" for    
purposes of the Exemption and (2) the specific and general conditions and the   
other requirements set forth in the Exemption would be satisfied. In addition   
to making its own determination as to the availability of the exemptive relief  
provided in the Exemption, the Plan fiduciary should consider the availability  
of any other prohibited transaction exemptions, including with respect to       
governmental plans, any exemptive relief afforded under Similar Law. See        
"Certain ERISA Considerations" in the prospectus. A purchaser of an Offered     
Certificate should be aware, however, that even if the conditions specified in  
one or more exemptions are satisfied, the scope of relief provided by an        
exemption may not cover all acts which might be construed as prohibited         
transactions.                                                                   

THE SALE OF OFFERED CERTIFICATES TO A PLAN IS IN NO RESPECT A         
REPRESENTATION BY THE DEPOSITOR OR ANY OF THE UNDERWRITERS THAT THIS INVESTMENT 
MEETS ANY RELEVANT LEGAL REQUIREMENTS WITH RESPECT TO INVESTMENTS BY PLANS      
GENERALLY OR ANY PARTICULAR PLAN, OR THAT THIS INVESTMENT IS APPROPRIATE FOR    
PLANS GENERALLY OR ANY PARTICULAR PLAN.                                         

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INDEX TERMS 

                                                                [Download Table]

                                             PAGE 
                                            ------
                                                  
30/360 Basis ............................     S-63
AB Loan .................................     S-54
Acceptable Insurance Default ............    S-123
Actual/360 Basis ........................     S-63
Additional Exclusions ...................    S-122
                                             S-96,
Administrative Cost Rate ................    S-119
Advances ................................    S-104
Anticipated Repayment Date ..............     S-62
Appraisal Reduction .....................    S-105
Appraisal Reduction Event ...............    S-105
ARD Loans ...............................     S-62
Asset Status Report .....................    S-115
Assumed Final Distribution Date .........     S-99
Assumed Scheduled Payment ...............     S-97
Authenticating Agent ....................     S-81
Available Distribution Amount ...........     S-85
Base Interest Fraction ..................     S-99
Battlefield Mall Borrower ...............     S-57
Battlefield Mall Distribution                     
Account .................................     S-84
Battlefield Mall Loan ...................     S-56
Battlefield Mall Non-Pooled                       
Component ...............................     S-56
Battlefield Mall Pooled Component                 
                                              S-56
Battlefield Mall Property ...............     S-57
Battlefield Mall Trigger Event ..........     S-57
BBDO ....................................     S-58
Certificate Account .....................     S-84
Certificate Balance .....................     S-79
Certificate Owner .......................     S-81
Certificate Registrar ...................     S-81
Certificateholders ......................     S-53
Certificates ............................     S-79
Class ...................................     S-79
Class A Certificates ....................     S-79
Class X Certificates ....................     S-79
Class X-1 Components ....................     S-94
Class X-1 Strip Rate ....................     S-94
Class X-2 Component .....................     S-95
Class X-2 Strip Rate ....................     S-95
Clearstream .............................     S-81
Closing Date ............................     S-53
CMSA Investor Reporting Package .........    S-109
Code ....................................    S-140
Collateral Support Deficit ..............    S-102
Companion Loan ..........................     S-54
Compensating Interest Payment ...........    S-121

                                                                [Download Table]

                                             PAGE 
                                            ------
                                                  
Component Loan ..........................     S-88
Component Loan Available Funds ..........     S-86
Component Loan Collateral                         
Support Deficit .........................    S-102
Component Loan Default                            
Distribution Priority ...................     S-88
Component Loan Distribution                       
Accounts ................................     S-84
Component Loan Non-Default                        
Distribution Priority ...................     S-87
Component Loan Operating                          
Advisor .................................    S-117
Component Loan Option Price .............     S-89
Component Loan Principal                          
Distribution Amount .....................     S-97
Component Loan Purchase Option ..........     S-89
Constant Prepayment Rate ................    S-135
Control Change Event ....................    S-117
Controlling Class .......................    S-117
Controlling Class Certificateholder .....    S-117
Controlling Holder ......................    S-117
Corrected Mortgage Loan .................    S-115
CPR .....................................    S-135
Cross-Over Date .........................     S-93
Cut-off Date Balance ....................     S-53
Deerfield Mall Borrower .................     S-61
Deerfield Mall Loan .....................     S-61
Deerfield Mall Property .................     S-61
Defeasance ..............................     S-66
Defeasance Lockout Period ...............     S-65
Depositor ...............................     S-53
Depositories ............................     S-82
Determination Date ......................     S-83
Direct Participants .....................     S-82
Directing Certificateholder .............    S-117
Discount Rate ...........................     S-64
Distributable Certificate Interest ......     S-96
Distribution Account ....................     S-84
Distribution Date .......................     S-83
DTC .....................................     S-81
Due Period ..............................     S-86
Effective Gross Income ..................     S-69
ERISA ...................................    S-143
ERISA Plan ..............................    S-143
ESA .....................................     S-72
Euroclear ...............................     S-81
Events of Default .......................    S-129
Excess Interest .........................     S-96
Excluded Plan ...........................    S-145

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                                                                [Download Table]

                                           PAGE 
                                          ------
                                                
Exemption .............................    S-143
FIRREA ................................     S-72
Fitch .................................    S-142
Form 8-K ..............................     S-68
Gain on Sale Reserve Account ..........     S-85
ICON AB Loan ..........................     S-54
ICON Companion Loan ...................     S-54
Indirect Participants .................     S-82
Initial Pool Balance ..................     S-53
Initial Rate ..........................     S-62
Initial Resolution Period .............     S-75
Insurance and Condemnation                      
Proceeds ..............................     S-84
Interest Accrual Period ...............     S-96
Interest Distribution Amount ..........     S-96
International Paper Office                      
Borrower ..............................     S-60
International Paper Office                      
Mortgage Loan .........................     S-60
International Paper Office Property             
                                            S-60
IRS ...................................    S-126
Japanese Consulate Lease ..............     S-59
Liquidation Fee .......................    S-120
Liquidation Proceeds ..................     S-84
Loan REMIC ............................    S-140
Loan REMIC Regular Interests ..........    S-140
Lockbox Accounts ......................     S-77
Lockbox Loans .........................     S-77
Lockout Period ........................     S-63
Lower-Tier REMIC ......................    S-140
Lower-Tier REMIC Regular Interests              
                                           S-140
LTV Ratio .............................     S-70
MAI ...................................     S-76
Master Servicer .......................    S-118
Master Servicer Remittance Date .......    S-103
Moody's ...............................    S-142
Mortgage ..............................     S-53
Mortgage Loan Sellers .................     S-53
Mortgage Note .........................     S-53
Mortgage Rate .........................     S-96
Mortgaged Property ....................     S-53
Net Aggregate Prepayment Interest               
Shortfall .............................     S-96
Net Mortgage Rate .....................     S-95
Net Operating Income ..................     S-69
Non-Offered Certificates ..............     S-79
Non-Offered Subordinate                         
Certificates ..........................    S-101

                                                                [Download Table]

                                           PAGE 
                                          ------
                                                
Non-Pooled Balance ....................     S-89
Non-Pooled Component ..................     S-88
Non-Pooled Percentage .................     S-88
Nonrecoverable Advance ................    S-104
Notional Amount .......................     S-80
Offered Certificates ..................     S-79
OID ...................................    S-140
One Alliance Center Borrower ..........     S-58
One Alliance Center Distribution                
Account ...............................     S-84
One Alliance Center Loan ..............     S-58
One Alliance Center Non-Pooled                  
Component .............................     S-58
One Alliance Center Pooled                      
Component .............................     S-58
One Alliance Center Property ..........     S-58
One Alliance Center Sponsor ...........     S-58
One Alliance Center Trigger Event .....     S-59
Operating Statements ..................     S-69
Option Price ..........................    S-125
PAR ...................................     S-73
Participants ..........................     S-81
Pass-Through Rate .....................     S-93
Paying Agent ..........................     S-81
Paying Agent Fee ......................     S-81
Paying Agent Fee Rate .................     S-81
Payment Differential ..................     S-64
Percentage Interest ...................     S-80
Periodic Payments .....................     S-85
Permitted Investments .................     S-85
P&I Advance ...........................    S-103
Pine Valley AB Loan ...................     S-54
Pine Valley Companion Loan ............     S-54
Plan ..................................    S-143
Pooled Balance ........................     S-89
Pooled Component ......................     S-89
Pooled Percentage .....................     S-89
Pooling and Servicing Agreement .......     S-79
Prepayment Assumption .................    S-140
Prepayment Interest Excess ............    S-121
Prepayment Interest Shortfall .........    S-121
Prime Rate ............................    S-104
Principal Balance Certificates ........     S-80
Principal Distribution Amount .........     S-96
Principal Shortfall ...................     S-98
Purchase Agreements ...................     S-53
Purchase Option .......................    S-125
Purchase Price ........................     S-76
Qualified Substitute Mortgage                   
Loan ..................................     S-76

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                                           PAGE 
                                          ------
                                                
Rated Final Distribution Date .........    S-100
Rating Agencies .......................    S-142
Record Date ...........................     S-84
Regular Certificates ..................    S-140
Reimbursement Rate ....................    S-104
Related Proceeds ......................    S-104
Release Date ..........................     S-66
Release H.15 ..........................     S-64
REMIC .................................    S-140
REMIC Provisions ......................    S-140
REO Account ...........................    S-123
REO Loan ..............................     S-98
REO Property ..........................    S-114
Restricted Group ......................    S-144
Revised Rate ..........................     S-62
RSF ...................................     S-58
Rules .................................     S-82
S1 ....................................     S-58
Sav On-LA AB Loan .....................     S-54
Sav On-LA Companion Loan ..............     S-54
Scheduled Principal Distribution                
Amount ................................     S-97
Servicing Advances ....................    S-104
Servicing Fee .........................    S-119
Servicing Fee Rate ....................    S-119
Servicing Standards ...................    S-113
Shelbyville Road Borrower .............     S-62
Shelbyville Road Plaza Loan ...........     S-62
Shelbyville Road Property .............     S-62
Similar Law ...........................    S-143
S&P ...................................    S-144
Special Servicer ......................    S-119

                                                                [Download Table]

                                           PAGE 
                                          ------
                                                
Special Servicing Fee .................    S-120
Special Servicing Fee Rate ............    S-120
Specially Serviced Mortgage Loans .....    S-114
SPGLP .................................     S-58
Stated Principal Balance ..............     S-98
Statement to Certificateholders .......    S-107
Towers Perrin .........................     S-58
Treasury Rate .........................     S-64
Trustee ...............................     S-53
Underwriters ..........................    S-141
Underwriting Agreement ................    S-141
Underwritten Cash Flow ................     S-69
Underwritten Cash Flow Debt                     
Service Coverage Ratio ................     S-69
Underwritten NOI ......................     S-69
Unscheduled Principal Distribution              
Amount ................................     S-97
Upper-Tier Distribution Account .......     S-84
Upper-Tier REMIC ......................    S-140
UW DSCR ...............................     S-69
UW NCF ................................     S-69
UW NOI ................................     S-69
Voting Rights .........................    S-110
WAC Rate ..............................     S-95
Withheld Amounts ......................     S-85
Withheld Loans ........................     S-85
Workout Fee ...........................    S-120
Workout Fee Rate ......................    S-120
Yield Maintenance Charge ..............     S-64
Yield Maintenance Period ..............     S-64

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SCHEDULE I  

CLASS X REFERENCE RATES 

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ANNEX A-1                                                                       
CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS                                   

                                                        [Enlarge/Download Table]

LOAN #  ORIGINATOR  PROPERTY NAME                                      STREET ADDRESS                                         
------  ----------  -------------                                      --------------                                         
                                                                                                                              
   1      JPMCB     Battlefield Mall                                   2825 South Glenstone Avenue                            
   2       ABN      One Alliance Center                                3500 Lenox Road                                        
   3      JPMCB     International Paper Office                         6420 Poplar Avenue                                     
   4      JPMCB     Deerfield Mall                                     3740 West Hillsboro Boulevard                          
   5      JPMCB     Shelbyville Road Plaza                             4600 Shelbyville Road                                  
   6       CIBC     641 Sixth Avenue                                   641 Sixth Avenue                                       
   7      JPMCB     Tices Corner Retail Marketplace                    423 Chestnut Ridge Road                                
   8       CIBC     919 Market Street                                  919 North Market Street                                
   9       CIBC     Plaza 48                                           35-00 48th Street                                      
  10       CIBC     2121 Market Street                                 2121-2141 Market Street                                
  11      JPMCB     1600 Stewart Avenue                                1600 Stewart Avenue                                    
  12       CIBC     McHenry Village Shopping Center                    1700 McHenry Avenue                                    
  13       LBNA     Pier 1 Distribution                                1 Knowlton Way                                         
  14       CIBC     IBM Building                                       2020 Technology Parkway                                
  15      JPMCB     Pacific Park Plaza                                 27101-27141 Aliso Creek Road                           
  16       CIBC     Amazon Distribution Center                         1600 East Newlands Drive                               
  17      JPMCB     Rose Canyon Business Park                          4901-4907 Morena Boulevard                             
  18       CIBC     Westland Industries Group Portfolio II             Various                                                
 18.1      CIBC     Carson Western Plaza                               1640-1648 West Carson Street                           
 18.2      CIBC     Plaze De La Fiesta                                 2625 East Florence Avenue and 7119 Rita Avenue         
 18.3      CIBC     Walnut Square Shopping Center                      16900 Lakewood Boulevard                               
 18.4      CIBC     Bristol Center Medical Building                    1155 West Central Avenue                               
 18.5      CIBC     La Puente Shopping Center                          13716-13756 Amar Road                                  
 18.6      CIBC     Rose Crans Shopping Center                         8548 Rosecrans Avenue                                  
  19      JPMCB     Canyon Country Plaza                               19120-19266 Soledad Canyon Road                        
  20      JPMCB     River Oaks Apartments                              2299 River Oaks Drive                                  
  21       CIBC     Westland Industries Group Portfolio I              Various                                                
 21.1      CIBC     Valley Center Mall                                 15972 Euclid Street and 5111 West Edinger Avenue       
 21.2      CIBC     Cudahy Shopping Center                             7501-7519 Atlantic Avenue                              
 21.3      CIBC     Smile Care Plaza                                   9462-9514 Firestone Boulevard                          
 21.4      CIBC     Bell Shopping Center                               7219 Atlantic Avenue                                   
  22      JPMCB     Briarcliff Corporate Campus                        555 Pleasantville Road                                 
  23      JPMCB     Renaissance Centre                                 250 East Ponce de Leon Avenue                          
  24      JPMCB     McHenry Center - Nashville                         1706 - 1799 Gallatin Pike North and 917 Two Mile       
                                                                       Parkway                                                
  25       CIBC     Bashas' Thunderbird Village                        7518, 7558, 7586 & 7616 West Thunderbird Road          
  26      JPMCB     Plaza on the Green                                 8100 West Crestline Avenue                             
  27      JPMCB     Azure Creek                                        29862 North Tatum Boulevard                            
  28      JPMCB     Lil Wolf Mobile Home Park                          3411 Lil Wolf Drive                                    
  29       CIBC     Westview Mobile Home Park                          3500 Schramm Street                                    
  30      JPMCB     Halsted Village Shopping Center                    37550-37700 12 Mile Road                               
  31      JPMCB     2 Executive Plaza                                  2370 State Route 70 West                               
  32       CIBC     Hardee Retail Portfolio                            Various                                                
 32.1      CIBC     North Beach Plaza                                  7630 North Beach Street                                
 32.2      CIBC     Azle Shopping Center                               117-132 North Industrial Avenue                        
 32.3      CIBC     La Marina Shopping Center                          4450 & 4504 Boat Club Road                             
 32.4      CIBC     Adams Professional Office Building                 508 South Adams Street                                 
  33      JPMCB     Los Alamitos Business Park                         10311-10449 Los Alamitos Boulevard                     
  34      JPMCB     Walton Building                                    242 Old New Brunswick Road                             
  35      JPMCB     Banks Office Building                              615 First Avenue Northeast                             
  36      JPMCB     Corona Plaza & Professional Park                   800 & 802 & 854 & 886 Magnolia Ave                     
  37      JPMCB     Cornerstone Plaza                                  2707-2727 East Southlake Boulevard                     
  38      JPMCB     Lakewood Forest Shopping Center                    21127 Tomball Parkway                                  
  39       CIBC     West Market Shopping Center                        4653 West Market Street                                
  40      JPMCB     The Advance Office Building                        23077 Greenfield Road                                  
  41      JPMCB     Old Orchard Village East Shopping Center           1288 West Main Street                                  
  42      JPMCB     Blankenbaker Plaza Shopping Center                 201 Blankenbaker Parkway                               
  43       CIBC     Brier Creek Shopping Center                        8100 Brier Creek Parkway                               
  44       CIBC     LVMH Watch & Jewelry USA                           966 South Springfield Avenue                           
  45      JPMCB     Gaston Mall                                        401 Cox Road                                           
  46       CIBC     525 North Broadway                                 525 North Broadway                                     
  47       CIBC     950 Haverford Road                                 950 Haverford Road                                     
  48       CIBC     Slack Industrial Park                              9101-9401 Slack Road                                   
  49      JPMCB     Sacramento Hall of Justice                         813 6th Street                                         
  50       CIBC     Bristol Court                                      6305 Boulevard East                                    
  51      JPMCB     Woodcreek Village                                  4021, 4001, 4011 Woodcreek Oaks Boulevard              
  52      JPMCB     Clark Square Shopping Center                       1818 West National Avenue                              
  53      JPMCB     Hidden Creek Mobile Home Park                      4353 Brick School House Road                           
  54      JPMCB     Gentilly Woods Shopping Center                     4201 - 4501 Chef Menteur Highway                       
  55      JPMCB     Janesville Shopping Center                         1717 Center Avenue                                     
  56      JPMCB     Waterbridge Downs Shopping Center                  11230 South Orange Blossom Trail                       
  57       CIBC     ICON Mobile Home Park Portfolio                    Various                                                
 57.1      CIBC     Chancellor's Mobile Home Park                      800 South Santa Fe Avenue                              
 57.2      CIBC     Wayward Wind Mobile Home Park                      14390 Highway 34                                       
 57.3      CIBC     Aspen Mobile Home Park                             400-418 South Overland Trail                           
  58      JPMCB     Country Heritage Mobile Home Park                  771 Mary Jean Court                                    
  59      JPMCB     Greenbrier Business Center                         850 Greenbrier Circle                                  
  60      JPMCB     Mallard Lake Mobile Home Park                      57 Mallard Drive                                       
  61      JPMCB     100 North Stone                                    100 North Stone Avenue                                 
  62      JPMCB     480 North Belt Office Building                     480 North Sam Houston Parkway                          
  63      JPMCB     Shady Grove Mobile Home Park                       3129 Racehorse Drive                                   
  64      JPMCB     Gateway Commons                                    1710 East Franklin Street                              
  65       CIBC     Glendora Savon Center                              1788 South Barranca Avenue                             
  66      JPMCB     Mega Mall Shopping Center                          8770 South Howell Avenue                               
  67       CIBC     Pine Valley and Easton Mobile Home Park Portfolio  Various                                                
 67.1      CIBC     Easton Mobile Home Park                            305 Turnpike Street                                    
 67.2      CIBC     Pine Valley Mobile Home Park                       110 Dublin Street                                      
  68      JPMCB     Cathedral Towers Apartments                        80 East Hancock Street                                 
  69       CIBC     Essex Centre                                       28400 Northwestern Highway                             
  70      JPMCB     North Gettysburg Shopping Center                   705 Old Harrisburg Road                                
  71       LBNA     Walgreens - Toledo                                 4580 Monroe Street                                     
  72      JPMCB     Cedar Knoll Mobile Home Park                       5535 Dysart Road                                       
  73       CIBC     Sierra Madre Apartments                            900 North Country Club Drive                           
  74      JPMCB     Green Bay Manor Apartments                         206 North Green Bay Road                               
  75       CIBC     American Standard Building                         865 Centennial Avenue                                  
  76       CIBC     Airport Technology Center                          270 Rutledge Road and 2 and 9 National Avenue          
  77       CIBC     Hodusa Place and Tower                             28776-28798, 28870, 28880 and 28882 US Highway 19 North
  78      JPMCB     Greater Richland                                   7201-7303 Grapevine Highway                            
  79      JPMCB     8737 Beverly Boulevard                             8737 Beverly Boulevard                                 
  80       LBNA     Walgreens - Denver                                 1505 South Federal Boulevard                           
  81      JPMCB     Holiday Park Mobile Home Park                      6701 West 12th Street                                  
  82       LBNA     Sav-on LA                                          4501 West Slauson Avenue                               
  83       CIBC     ZAM Industrial Building Portfolio                  Various                                                
 83.1      CIBC     8 Fairfield Crescent Road                          8 Fairfield Crescent Road                              
 83.2      CIBC     19 Lexington Avenue                                19 Lexington Avenue                                    
  84       CIBC     Portland Plaza Shopping Center                     304 South Broadway                                     
  85       LBNA     235 North Saginaw                                  235 North Saginaw Street                               
  86       LBNA     Eckerds - Trenton                                  1100 Liberty Street                                    
  87       CIBC     Greenwich Common Apartments                        14608 North 43rd Street                                
  88      JPMCB     183 Harvard Avenue                                 183 Harvard Avenue                                     
  89      JPMCB     Eckerd - Charlotte                                 1728 South Boulevard                                   
  90      JPMCB     Richmond Apartments Phase II                       1219 Houston Lake Boulevard                            
  91       CIBC     Mount San Antonio Center                           1247-1271 North Grand Avenue                           
  92      JPMCB     All Self Storage Facility                          5624 Basswood Boulevard                                
  93      JPMCB     Crystal Lake Mobile Home Park                      9301 49th Street North                                 
  94       LBNA     Walgreens - Mustang                                112 East State Highway 152                             
  95       CIBC     Hanes Square                                       105-125 Hanes Mall Boulevard                           
  96      JPMCB     Pine Ridge Mobile Home Park                        2320 Bee Ridge Road                                    
  97       CIBC     Valu Plus Food Warehouse                           12120 Carson Street                                    
  98      JPMCB     Shoppes at Franklin                                3101 Browns Mill Road                                  
  99      JPMCB     Canyon Expressway Business Park                    7517 - 7699 Canyon Drive                               
  100     JPMCB     BGB Mobile Home Park                               719 Route 52                                           
  101     JPMCB     Oro Villa Apartments                               2735 Mitchell Avenue                                   
  102     JPMCB     Walgreens - Chicago                                7059 South Pulaski Road                                
  103     JPMCB     Walgreens Sibley Street                            7 Sibley Street                                        
  104     JPMCB     Fountains Medical Plaza                            2070 West Rudasill Road                                
  105      CIBC     Sea Side Court Apartments                          3939 Sea Side Court                                    
  106      LBNA     Eckerds - Brownwood                                104 East Commerce Street                               
  107     JPMCB     101 Linden Street                                  101 Linden Street                                      
  108      LBNA     1444 Western Avenue                                1444 Western Avenue                                    
  109     JPMCB     Baton Rouge Center                                 15168 Airline Highway, 19973 Thad Cain Lane, and 19970 
                                                                       Highland Road                                          
  110     JPMCB     University Park                                    12661-12679 Silicon Drive                              
  111     JPMCB     4 East 70th Street                                 4 East 70th Street                                     
  112     JPMCB     Quail Trails Mobile Home Community                 5081 Wilderness Way                                    
  113     JPMCB     Crockers Lockers                                   501 Grand Avenue                                       
  114     JPMCB     Value Self Storage Palmetto                        2015 8th Avenue West                                   
  115     JPMCB     Orange Grove Shopping Center                       1450 State Road 60                                     
  116     JPMCB     Cathedral Apartments                               543, 553, and 557-559 Lincoln Street                   
  117     JPMCB     Ponderosa Park Mobile Home Park                    2725 North Five Mile Road                              
  118     JPMCB     Lincoln Center                                     8851 Gorman Road                                       
  119     JPMCB     Plateau Village                                    33 Newport Road                                        
  120     JPMCB     Cork Screw Shopping Center                         8445 Memorial Boulevard                                
  121     JPMCB     Extra Closet Self Storage                          23227 Freedom Avenue                                   
  122     JPMCB     McFadden Industrial                                2100 & 2110 East McFadden Avenue                       
  123     JPMCB     Ridgewood Mobile Home Park                         6674 Pentz Road                                        
  124     JPMCB     Mix Gully Shopping Center                          8555 Memorial Boulevard                                
  125     JPMCB     1092-1098 Huff Road                                1092-1098 Huff Road                                    
  126     JPMCB     5141 North 40th Street                             5141 North 40th Street                                 
  127     JPMCB     Primrose Business Complex                          825 South Primrose Avenue                              
  128     JPMCB     76th & Oklahoma Plaza 1                            3164 South 76th Street                                 

                                                        [Enlarge/Download Table]

                                                                  NUMBER OF  PROPERTY            
LOAN #  CITY                  STATE  ZIP CODE  COUNTY            PROPERTIES  TYPE                
------  ----                  -----  --------  ------            ----------  ----                
                                                                                                 
   1    Springfield             MO    65804    Greene                 1      Retail              
   2    Atlanta                 GA    30326    Fulton                 1      Office              
   3    Memphis                 TN    38119    Shelby                 1      Office              
   4    Deerfield Beach         FL    33442    Broward                1      Retail              
   5    Louisville              KY    40207    Jefferson              1      Retail              
   6    New York                NY    10011    New York               1      Office              
   7    Woodcliff Lake          NJ    07677    Bergen                 1      Retail              
   8    Wilmington              DE    19801    New Castle             1      Office              
   9    Long Island City        NY    11101    Queens                 1      Retail              
  10    Philadelphia            PA    19103    Philadelphia           1      Multifamily         
  11    Westbury                NY    11590    Nassau                 1      Office              
  12    Modesto                 CA    95350    Stanislaus             1      Retail              
  13    Savannah                GA    31402    Chatham                1      Industrial          
  14    Mechanicsburg           PA    17050    Cumberland             1      Office              
  15    Aliso Viejo             CA    92656    Orange                 1      Industrial          
  16    Fernley                 NV    89408    Lyon                   1      Industrial          
  17    San Diego               CA    92117    San Diego              1      Industrial          
  18    Various                 CA   Various   Various                6      Various             
 18.1   Torrance                CA    90501    Los Angeles            1      Retail              
 18.2   Huntington Park         CA    90255    Los Angeles            1      Retail              
 18.3   Bellflower              CA    90706    Los Angeles            1      Retail              
 18.4   Santa Ana               CA    92707    Orange                 1      Office              
 18.5   La Puente               CA    91746    Los Angeles            1      Retail              
 18.6   Paramount               CA    90723    Los Angeles            1      Retail              
  19    Santa Clarita           CA    91351    Los Angeles            1      Retail              
  20    Columbus                OH    43228    Franklin               1      Multifamily         
  21    Various                 CA   Various   Various                4      Retail              
 21.1   Santa Ana               CA    92704    Orange                 1      Retail              
 21.2   Cudahy                  CA    90201    Los Angeles            1      Retail              
 21.3   Downey                  CA    90241    Los Angeles            1      Retail              
 21.4   Bell                    CA    90201    Los Angeles            1      Retail              
  22    Briarcliff Manor        NY    10510    Westchester            1      Office              
  23    Decatur                 GA    30030    DeKalb                 1      Office              
  24    Madison                 TN    37115    Davidson               1      Retail              
  25    Peoria                  AZ    85351    Maricopa               1      Retail              
  26    Denver                  CO    80123    Denver                 1      Retail              
  27    Phoenix                 AZ    85331    Maricopa               1      Multifamily         
  28    Orefield                PA    18069    Lehigh                 1      Manufactured Housing
  29    Missoula                MT    59802    Missoula               1      Manufactured Housing
  30    Farmington Hills        MI    48331    Oakland                1      Retail              
  31    Cherry Hill             NJ    08002    Camden                 1      Office              
  32    Various                 TX   Various   Various                4      Various             
 32.1   Fort Worth              TX    76137    Tarrant                1      Retail              
 32.2   Azle                    TX    76020    Parker                 1      Retail              
 32.3   Fort Worth              TX    76135    Tarrant                1      Retail              
 32.4   Fort Worth              TX    76104    Tarrant                1      Office              
  33    Los Alamitos            CA    90720    Orange                 1      Industrial          
  34    Piscataway              NJ    08854    Middlesex              1      Office              
  35    Minneapolis             MN    55413    Hennepin               1      Office              
  36    Corona                  CA    92879    Riverside              1      Office              
  37    Southlake               TX    76092    Tarrant                1      Retail              
  38    Houston                 TX    77070    Harris                 1      Retail              
  39    Greensboro              NC    27407    Guilford               1      Retail              
  40    Southfield              MI    48075    Oakland                1      Office              
  41    Lewisville              TX    75067    Denton                 1      Retail              
  42    Louisville              KY    40243    Jefferson              1      Retail              
  43    Raleigh                 NC    27560    Wake                   1      Retail              
  44    Springfield             NJ    07081    Union                  1      Office              
  45    Gastonia                NC    28054    Gaston                 1      Retail              
  46    White Plains            NY    10603    Westchester            1      Office              
  47    Bryn Mawr               PA    19010    Montgomery             1      Office              
  48    Shreveport              LA    71106    Caddo Parish           1      Industrial          
  49    Sacramento              CA    95814    Sacramento             1      Office              
  50    West New York           NJ    07093    Hudson                 1      Multifamily         
  51    Roseville               CA    95747    Placer                 1      Retail              
  52    Milwaukee               WI    53204    Milwaukee              1      Retail              
  53    Hamlin                  NY    14464    Monroe                 1      Manufactured Housing
  54    New Orleans             LA    70126    Orleans                1      Retail              
  55    Janesville              WI    53546    Rock                   1      Retail              
  56    Orlando                 FL    32821    Orange                 1      Retail              
  57    Various                 CO   Various   Various                3      Manufactured Housing
 57.1   Fountain                CO    80817    El Paso                1      Manufactured Housing
 57.2   Fort Morgan             CO    80701    Morgan                 1      Manufactured Housing
 57.3   Fort Collins            CO    80521    Larimer                1      Manufactured Housing
  58    Dundee                  MI    48131    Monroe                 1      Manufactured Housing
  59    Chesapeake              VA    23320    Chesapeake City        1      Office              
  60    Pontoon Beach           IL    62040    Madison                1      Manufactured Housing
  61    Tucson                  AZ    85701    Pima                   1      Office              
  62    Houston                 TX    77060    Harris                 1      Office              
  63    Grand Prairie           TX    75050    Dallas                 1      Manufactured Housing
  64    Chapel Hill             NC    27514    Orange                 1      Retail              
  65    Glendora                CA    91740    Los Angeles            1      Retail              
  66    Oak Creek               WI    53154    Milwaukee              1      Retail              
  67    Various                 MA   Various   Various                2      Manufactured Housing
 67.1   Easton                  MA    02375    Bristol                1      Manufactured Housing
 67.2   Cheshire                MA    01225    Berkshire              1      Manufactured Housing
  68    Detroit                 MI    48201    Wayne                  1      Multifamily         
  69    Southfield              MI    48034    Oakland                1      Office              
  70    Gettysburg              PA    17325    Adams                  1      Retail              
  71    Toledo                  OH    43613    Lucas                  1      Retail              
  72    Waterloo                IA    50701    Black Hawk             1      Manufactured Housing
  73    Mesa                    AZ    85201    Maricopa               1      Multifamily         
  74    Waukegan                IL    60085    Lake                   1      Multifamily         
  75    Piscataway              NJ    08854    Middlesex              1      Industrial          
  76    Arden                   NC    28704    Buncombe               1      Industrial          
  77    Clearwater              FL    33761    Pinellas               1      Mixed Use           
  78    North Richland Hills    TX    76180    Tarrant                1      Retail              
  79    West Hollywood          CA    90048    Los Angeles            1      Office              
  80    Denver                  CO    80219    Denver                 1      Retail              
  81    Sioux Falls             SD    57106    Minnehaha              1      Manufactured Housing
  82    Los Angeles             CA    90043    Los Angeles            1      Retail              
  83    Various                 NJ   Various   Various                2      Industrial          
 83.1   West Caldwell           NJ    07006    Essex                  1      Industrial          
 83.2   East Brunswick          NJ    08816    Middlesex              1      Industrial          
  84    Portland                TN    37148    Sumner                 1      Retail              
  85    Pontiac                 MI    48342    Oakland                1      Office              
  86    Trenton                 NJ    08629    Mercer                 1      Retail              
  87    Tampa                   FL    33613    Hillsborough           1      Multifamily         
  88    Allston                 MA    02134    Suffolk                1      Multifamily         
  89    Charlotte               NC    28203    Mecklenburg            1      Retail              
  90    Warner Robins           GA    31088    Houston                1      Multifamily         
  91    Walnut                  CA    91789    Los Angeles            1      Retail              
  92    Fort Worth              TX    76137    Tarrant                1      Storage             
  93    Pinellas Park           FL    33782    Pinellas               1      Manufactured Housing
  94    Mustang                 OK    73064    Canadian               1      Retail              
  95    Winston-Salem           NC    27103    Forsyth                1      Retail              
  96    Sarasota                FL    34239    Sarasota               1      Manufactured Housing
  97    Hawaiian Gardens        CA    90716    Los Angeles            1      Retail              
  98    Johnson City            TN    37604    Washington             1      Retail              
  99    Amarillo                TX    79110    Randall                1      Industrial          
  100   Fishkill                NY    12524    Dutchess               1      Manufactured Housing
  101   Oroville                CA    95966    Butte                  1      Multifamily         
  102   Chicago                 IL    60638    Cook                   1      Retail              
  103   Hammond                 IN    46320    Lake                   1      Retail              
  104   Tucson                  AZ    85704    Pima                   1      Office              
  105   North Beach             MD    20714    Calvert                1      Multifamily         
  106   Brownwood               TX    76801    Brown                  1      Retail              
  107   Oakland                 CA    94607    Alameda                1      Office              
  108   Guilderland             NY    12203    Albany                 1      Office              
  109   Baton Rouge             LA    70817    East Baton Rouge       1      Retail              
  110   San Antonio             TX    78249    Bexar                  1      Industrial          
  111   New York                NY    10021    New York               1      Multifamily         
  112   Paradise                CA    95969    Butte                  1      Manufactured Housing
  113   Arroyo Grande           CA    93420    San Luis Obispo        1      Storage             
  114   Palmetto                FL    34221    Manatee                1      Storage             
  115   Lake Wales              FL    33853    Polk                   1      Retail              
  116   Manchester              NH    03104    Hillsborough           1      Multifamily         
  117   Boise                   ID    83713    Ada                    1      Manufactured Housing
  118   Savage                  MD    20723    Howard                 1      Retail              
  119   Lititz                  PA    17543    Lancaster              1      Manufactured Housing
  120   Port Arthur             TX    77640    Jefferson              1      Retail              
  121   Port Charlotte          FL    33980    Charlotte              1      Storage             
  122   Santa Ana               CA    92705    Orange                 1      Industrial          
  123   Paradise                CA    95969    Butte                  1      Manufactured Housing
  124   Port Arthur             TX    77640    Jefferson              1      Retail              
  125   Atlanta                 GA    30318    Fulton                 1      Industrial          
  126   Phoenix                 AZ    85018    Maricopa               1      Office              
  127   Monrovia                CA    91016    Los Angeles            1      Industrial          
  128   Milwaukee               WI    53219    Milwaukee              1      Retail              

                                                        [Enlarge/Download Table]

        PROPERTY                              YEAR                       UNIT OF               
LOAN #  SUBTYPE                 YEAR BUILT  RENOVATED  TOTAL SF/UNITS    MEASURE    OCCUPANCY %
------  -------                 ----------  ---------  --------------    --------   -----------
                                                                                               
   1    Regional Mall              1970       1997          1,006,618  Square Feet      96.9   
   2    CBD                        2001                       554,849  Square Feet      94.2   
   3    Suburban                   2002                       214,060  Square Feet     100.0   
   4    Anchored                   1988                       371,158  Square Feet      96.3   
   5    Anchored                   1955       2001            250,057  Square Feet     100.0   
   6    CBD                        1898       2001            157,552  Square Feet     100.0   
   7    Anchored                   2001                       119,114  Square Feet     100.0   
   8    CBD                        1965       2003            220,587  Square Feet      91.2   
   9    Anchored                   1980       1990            129,970  Square Feet     100.0   
  10    Mid/High Rise              1914       2001                168     Units         97.0   
  11    Suburban                   1984                       218,675  Square Feet      80.6   
  12    Anchored                   1954       2001            277,716  Square Feet      85.2   
  13    Flex                       2003                       785,084  Square Feet     100.0   
  14    Suburban                   2003                       139,195  Square Feet     100.0   
  15    Flex                       1992                       134,291  Square Feet      95.4   
  16    Warehouse/Distribution     1996       1999            588,560  Square Feet     100.0   
  17    Flex                       1976       2001            230,513  Square Feet      91.8   
  18    Various                   Various    Various          160,865  Square Feet      98.8   
 18.1   Unanchored                 1957       1985             33,095  Square Feet     100.0   
 18.2   Unanchored                 1988                        15,044  Square Feet     100.0   
 18.3   Unanchored                 1989                        29,023  Square Feet      93.1   
 18.4   Suburban                   1973                        27,917  Square Feet     100.0   
 18.5   Unanchored                 1958                        28,695  Square Feet     100.0   
 18.6   Unanchored                 1981                        27,091  Square Feet     100.0   
  19    Anchored                   1969       1996            159,176  Square Feet      97.4   
  20    Garden                     1999                           288     Units         94.8   
  21    Unanchored                Various    Various          126,832  Square Feet      98.7   
 21.1   Unanchored                 1975       1987             82,270  Square Feet      98.1   
 21.2   Unanchored                 1987                        18,980  Square Feet     100.0   
 21.3   Unanchored                 1984                        19,032  Square Feet     100.0   
 21.4   Unanchored                 1940       1980              6,550  Square Feet     100.0   
  22    Suburban                   1925       1999            115,400  Square Feet      94.9   
  23    CBD                        1962       2000            126,400  Square Feet      86.8   
  24    Unanchored                 1972       2002            187,849  Square Feet      90.8   
  25    Anchored                   2003                        82,100  Square Feet      97.2   
  26    Anchored                   1987                       142,678  Square Feet     100.0   
  27    Garden                     2001                           160     Units         90.0   
  28    Manufactured Housing       1976       2001                271     Pads          94.1   
  29    Manufactured Housing       1975       1998                382     Pads          92.9   
  30    Anchored                   1990       2001            127,601  Square Feet      96.2   
  31    Suburban                   1977       2002            102,310  Square Feet      94.3   
  32    Various                   Various    Various          119,574  Square Feet      95.7   
 32.1   Unanchored                 2002                        30,532  Square Feet      92.2   
 32.2   Unanchored                 1963       2000             38,142  Square Feet     100.0   
 32.3   Unanchored                 1985                        29,775  Square Feet     100.0   
 32.4   Suburban                   1969       2002             21,125  Square Feet      86.7   
  33    Flex                       1975                       124,835  Square Feet      97.7   
  34    Suburban                   1984                       105,181  Square Feet      99.8   
  35    CBD                        1905       2001            135,782  Square Feet      89.6   
  36    Suburban                   1976       1990             72,236  Square Feet      97.2   
  37    Anchored                   2002                        51,294  Square Feet     100.0   
  38    Anchored                   1984                        95,222  Square Feet      89.1   
  39    Anchored                   1963       1996            153,310  Square Feet      98.4   
  40    Suburban                   1969       2001            231,242  Square Feet      86.1   
  41    Unanchored                 1979                       167,657  Square Feet      94.5   
  42    Anchored                   2001                        67,125  Square Feet      95.8   
  43    Anchored                   2003                        45,802  Square Feet     100.0   
  44    Suburban                   1974       2002             59,884  Square Feet     100.0   
  45    Anchored                   1968                       239,210  Square Feet      79.5   
  46    Suburban                   1953       1986             77,720  Square Feet     100.0   
  47    Suburban                   1972       2002             51,962  Square Feet     100.0   
  48    Warehouse/Distribution     1943       2002            846,355  Square Feet     100.0   
  49    CBD                        1916       2001             43,169  Square Feet     100.0   
  50    Mid/High Rise              1926       1987                 49     Units        100.0   
  51    Shadow Anchored            2002                        29,351  Square Feet      96.9   
  52    Anchored                   1996                       111,250  Square Feet     100.0   
  53    Manufactured Housing       1972                           272     Pads          96.3   
  54    Anchored                   1953       2001            138,941  Square Feet      95.3   
  55    Anchored                   1997                       130,785  Square Feet     100.0   
  56    Anchored                   1988                       113,082  Square Feet      98.8   
  57    Manufactured Housing      Various    Various              232     Pads          97.4   
 57.1   Manufactured Housing       1959                           118     Pads          95.8   
 57.2   Manufactured Housing       1972       1998                 80     Pads         100.0   
 57.3   Manufactured Housing       1966                            34     Pads          97.1   
  58    Manufactured Housing       1997                           213     Pads          85.4   
  59    Suburban                   1984                        81,318  Square Feet     100.0   
  60    Manufactured Housing       1987       1995                278     Pads          90.3   
  61    CBD                        1929       2000            105,303  Square Feet      94.1   
  62    Suburban                   1980       1998            101,510  Square Feet      96.7   
  63    Manufactured Housing       1983                           218     Pads          98.6   
  64    Anchored                   1999                        38,922  Square Feet     100.0   
  65    Anchored                   2001                        20,882  Square Feet      91.4   
  66    Anchored                   1995                        95,176  Square Feet     100.0   
  67    Manufactured Housing      Various    Various              219     Pads         100.0   
 67.1   Manufactured Housing       1950       1987                122     Pads         100.0   
 67.2   Manufactured Housing       1970                            97     Pads         100.0   
  68    Mid/High Rise              1970       2001                238     Units         95.0   
  69    Suburban                   1987                        54,365  Square Feet     100.0   
  70    Unanchored                 1969       1996             90,627  Square Feet     100.0   
  71    Anchored                   2002                        13,125  Square Feet     100.0   
  72    Manufactured Housing       1971                           290     Pads          98.6   
  73    Garden                     1979                           204     Units         93.1   
  74    Mid/High Rise              2002                            75     Units        100.0   
  75    Warehouse/Distribution     1968       2002             53,226  Square Feet     100.0   
  76    Flex                       1997                       109,160  Square Feet     100.0   
  77    Office/Retail           1986, 1991                     69,417  Square Feet      94.5   
  78    Anchored                   1966       1996            110,892  Square Feet      93.9   
  79    Suburban                   1981                        25,376  Square Feet      97.9   
  80    Anchored                   2001                        14,490  Square Feet     100.0   
  81    Manufactured Housing       1963                           229     Pads          96.9   
  82    Anchored                   2003                        16,457  Square Feet     100.0   
  83    Warehouse/Distribution    Various                      82,326  Square Feet     100.0   
 83.1   Warehouse/Distribution     1975                        61,462  Square Feet     100.0   
 83.2   Warehouse/Distribution     1977                        20,864  Square Feet     100.0   
  84    Anchored                   1998                        45,375  Square Feet     100.0   
  85    Suburban                   1988       2002             28,524  Square Feet     100.0   
  86    Anchored                   2001                        10,908  Square Feet     100.0   
  87    Garden                     1967       2000                 82     Units         96.3   
  88    Mid/High Rise              1909       1999                 13     Units        100.0   
  89    Unanchored                 1999                        11,200  Square Feet     100.0   
  90    Garden                     2001                            64     Units         93.8   
  91    Unanchored                 1987                        17,911  Square Feet     100.0   
  92    Self Storage               2001                           522     Units         97.7   
  93    Manufactured Housing       1963                           166     Pads          84.9   
  94    Anchored                   2002                        13,650  Square Feet     100.0   
  95    Shadow Anchored            2002                        18,326  Square Feet     100.0   
  96    Manufactured Housing       1950                           126     Pads          92.9   
  97    Anchored                   1987                        43,130  Square Feet     100.0   
  98    Unanchored                 1994                        34,940  Square Feet     100.0   
  99    Flex                       1999                        72,954  Square Feet      92.2   
  100   Manufactured Housing       1964                           145     Pads          97.2   
  101   Garden                     1974       2002                 88     Units        100.0   
  102   Anchored                   2003                        14,050  Square Feet     100.0   
  103   Anchored                   2003                        14,490  Square Feet     100.0   
  104   Suburban                   1998                        14,956  Square Feet     100.0   
  105   Garden                     2001                            29     Units        100.0   
  106   Anchored                   1999                        10,908  Square Feet     100.0   
  107   CBD                        1918       1996             29,399  Square Feet     100.0   
  108   Suburban                   1993                        20,684  Square Feet     100.0   
  109   Unanchored                 2002                        30,330  Square Feet      95.8   
  110   Flex                       1983                        39,579  Square Feet     100.0   
  111   Coop                       1937       2003                 32     Units        100.0   
  112   Manufactured Housing       1975       1991                 98     Pads          94.9   
  113   Self Storage               1986                           468     Units         96.8   
  114   Self Storage               1982       2002                670     Units         86.3   
  115   Unanchored                 1985                        72,198  Square Feet     100.0   
  116   Mid/High Rise              1938       1996                 42     Units         92.9   
  117   Manufactured Housing       1980                           123     Pads          97.6   
  118   Anchored                   2000                        11,850  Square Feet     100.0   
  119   Manufactured Housing       1972                            77     Pads         100.0   
  120   Unanchored                 2002                        11,235  Square Feet     100.0   
  121   Self Storage               1984                           673     Units         96.1   
  122   Flex                       1972                        20,368  Square Feet     100.0   
  123   Manufactured Housing       1965       2001                102     Pads          98.0   
  124   Unanchored                 2001                        10,069  Square Feet     100.0   
  125   Flex                       1964       2001             35,974  Square Feet     100.0   
  126   Suburban                   1984                        10,526  Square Feet     100.0   
  127   Flex                       1995                        17,816  Square Feet     100.0   
  128   Unanchored                 1958       1990             19,600  Square Feet      74.7   

                                                        [Enlarge/Download Table]

        OCCUPANCY  APPRAISED         APPRAISAL                            ORIGINAL    
LOAN #     DATE    VALUE ($)            DATE         CURRENT LTV %(1)  BALANCE ($)(13)
------     ----    ---------            ----         ----------------  ---------------
                                                                                      
   1     04/04/03   174,000,000       05/27/03             48.9          85,000,000   
   2     08/01/03   115,400,000       05/01/03             53.7          62,000,000   
   3     01/11/01    45,200,000       04/09/03             77.4          35,000,000   
   4     03/31/03    43,000,000       11/23/02             75.5          32,650,000   
   5     02/14/03    40,500,000       01/13/03             76.9          31,150,000   
   6     06/30/03    38,900,000       12/06/02             74.3          29,000,000   
   7     04/01/03    34,000,000       03/13/03             73.3          25,000,000   
   8     07/14/03    28,800,000       02/19/03             79.7          23,000,000   
   9     12/31/02    29,000,000       09/10/02             76.8          22,300,000   
  10     05/28/03    25,300,000       01/01/03             80.0          20,240,000   
  11     03/31/03    31,700,000       09/17/02             62.6          20,000,000   
  12     03/28/03    26,400,000       01/30/03             71.7          19,000,000   
  13     05/20/03    23,500,000       05/12/03             77.3          18,200,000   
  14     05/01/03    22,600,000       03/01/03             79.8          18,080,000   
  15     05/19/03    23,000,000       04/10/03             73.3          16,900,000   
  16     05/01/03    22,800,000       05/07/03             73.2          16,700,000   
  17     04/04/03    20,200,000       01/10/03             76.4          15,500,000   
  18     05/01/03    20,630,000       Various              74.4          15,350,000   
 18.1    05/01/03     4,700,000       05/29/03                                        
 18.2    05/01/03     4,200,000       05/29/03                                        
 18.3    05/01/03     3,150,000       05/29/03                                        
 18.4    05/01/03     2,990,000       05/14/03                                        
 18.5    05/01/03     2,890,000       05/29/03                                        
 18.6    05/01/03     2,700,000       05/29/03                                        
  19     03/31/03    20,300,000       12/31/02             73.5          15,000,000   
  20     03/26/03    19,000,000       02/28/03             77.6          14,800,000   
  21     05/01/03    17,320,000       Various              75.1          13,000,000   
 21.1    05/01/03    10,500,000       05/13/03                                        
 21.2    05/01/03     3,260,000       05/29/03                                        
 21.3    05/01/03     2,700,000       05/29/03                                        
 21.4    05/01/03       860,000       05/29/03                                        
  22     03/10/03    16,250,000       03/14/03             79.8          13,000,000   
  23     05/01/03    16,700,000       02/12/03             74.6          12,500,000   
  24     03/01/03    14,100,000       11/15/02             77.5          11,000,000   
  25     04/24/03    12,600,000       03/21/03             79.8          10,080,000   
  26     04/30/03    13,600,000       10/07/02             73.0          10,000,000   
  27     05/20/03    13,360,000       07/05/02             72.6           9,699,240   
  28     03/06/03    12,000,000       03/14/03             79.2           9,500,000   
  29     05/31/03    11,500,000       03/11/03             78.5           9,040,000   
  30     02/24/03    16,500,000       04/18/03             54.5           9,000,000   
  31     03/19/03    11,700,000       01/09/03             76.7           9,000,000   
  32     Various     12,560,000       Various              70.9           8,900,000   
 32.1    06/16/03     4,650,000       05/05/03                                        
 32.2    06/16/03     3,100,000       05/05/03                                        
 32.3    06/16/03     2,840,000       05/05/03                                        
 32.4    06/17/03     1,970,000       04/28/03                                        
  33     04/10/03    11,000,000       03/12/03             76.3           8,400,000   
  34     04/30/03    10,900,000       04/01/03             76.9           8,400,000   
  35     05/01/03    11,600,000       04/01/03             70.5           8,200,000   
  36     05/01/03    11,200,000       03/13/03             72.4           8,125,000   
  37     04/10/03    10,500,000       05/01/03             76.2           8,000,000   
  38     03/31/03    10,100,000       10/20/02             79.2           8,050,000   
  39     05/01/03    10,000,000       03/30/03             79.9           8,000,000   
  40     04/01/03    10,800,000       03/01/03             73.9           8,000,000   
  41     03/01/03    11,800,000       01/15/03             67.2           8,000,000   
  42     02/28/03     9,700,000       11/19/02             78.8           7,760,000   
  43     06/01/03     9,440,000       08/01/03             79.4           7,500,000   
  44     05/22/03    11,750,000       02/11/03             63.6           7,500,000   
  45     05/23/03     9,700,000       11/15/02             74.7           7,250,000   
  46     04/01/03    10,000,000       04/16/03             72.0           7,200,000   
  47     05/22/03     9,150,000       03/25/03             77.4           7,100,000   
  48     04/01/03    11,500,000       04/09/03             59.1           6,800,000   
  49     11/21/02     8,900,000       07/01/03             72.0           6,450,000   
  50     05/01/03     8,000,000       04/07/03             78.8           6,300,000   
  51     03/19/03     8,600,000       07/01/03             68.2           5,900,000   
  52     06/23/03     9,200,000       03/20/03             64.6           5,775,000   
  53     04/21/03     7,250,000       03/27/03             77.9           5,665,250   
  54     05/29/03     7,800,000       03/03/03             71.7           5,600,000   
  55     06/23/03     8,500,000       03/20/03             64.6           5,525,000   
  56     01/15/03     7,200,000       11/14/02             74.7           5,400,000   
  57     05/01/03     7,565,000       04/01/03             69.9           5,290,000   
 57.1    05/01/03     4,250,000       04/01/03                                        
 57.2    05/01/03     2,200,000       04/01/03                                        
 57.3    05/01/03     1,115,000       04/01/03                                        
  58     03/06/03     6,600,000       03/06/03             79.5           5,250,000   
  59     05/02/03     7,000,000       03/24/03             74.8           5,250,000   
  60     03/06/03     6,500,000       03/17/03             80.0           5,200,000   
  61     06/04/03     7,200,000       05/02/03             69.4           5,000,000   
  62     05/01/03     6,675,000       05/01/03             74.0           4,950,000   
  63     03/06/03     6,150,000       03/11/03             79.7           4,900,000   
  64     05/31/03     6,300,000       04/02/03             77.6           4,900,000   
  65     02/05/03     6,100,000       03/04/03             79.3           4,850,000   
  66     06/23/03     7,100,000       03/20/03             64.6           4,855,000   
  67     04/01/03     5,750,000       Various              79.9           4,600,000   
 67.1    04/01/03     3,640,000       05/14/03                                        
 67.2    04/01/03     2,110,000       05/15/03                                        
  68     03/31/03     5,750,000       03/12/03             79.8           4,600,000   
  69     04/30/03     6,200,000       03/27/03             74.0           4,600,000   
  70     01/01/03     6,500,000       12/03/02             68.4           4,500,000   
  71     06/02/03     5,500,000       05/28/03             74.8           4,115,000   
  72     03/06/03     5,000,000       03/19/03             80.0           4,000,000   
  73     04/30/03     5,200,000       04/23/03             76.8           4,000,000   
  74     03/31/03     5,600,000       04/04/03             71.3           4,000,000   
  75     10/01/02     5,200,000       04/17/03             76.8           4,000,000   
  76     05/08/03     5,700,000       10/01/03             68.8           3,925,000   
  77     02/10/03     6,165,000  01/18/03, 04/14/03        61.5           3,800,000   
  78     03/04/03     5,150,000       03/01/03             72.8           3,750,000   
  79     04/04/03     7,900,000       04/07/03             45.5           3,600,000   
  80     06/16/03     4,660,000       06/13/03             77.0           3,590,000   
  81     01/24/03     4,500,000       11/22/02             77.6           3,512,500   
  82     02/13/03     4,300,000       06/02/03             74.2           3,189,832   
  83     04/25/03     4,200,000       10/23/02             74.9           3,150,000   
 83.1    04/25/03     3,300,000       10/23/02                                        
 83.2    04/25/03       900,000       10/23/02                                        
  84     04/02/03     4,100,000       11/20/02             76.2           3,125,000   
  85     12/31/02     4,100,000       04/15/03             75.9           3,154,000   
  86     05/08/03     4,400,000       04/18/03             69.8           3,080,000   
  87     04/09/03     3,800,000       03/31/03             79.9           3,040,000   
  88     04/03/03     4,320,000       03/25/03             69.3           3,000,000   
  89     08/20/02     4,150,000       09/06/02             70.0           2,950,000   
  90     04/08/03     3,625,000       04/07/03             79.1           2,875,000   
  91     04/01/03     3,800,000       04/03/03             74.8           2,850,000   
  92     05/02/03     4,050,000       02/01/03             72.8           2,850,000   
  93     04/22/03     3,590,000       03/25/03             77.7           2,800,000   
  94     06/02/03     3,870,000       06/10/03             71.8           2,780,000   
  95     05/22/03     3,700,000       06/01/03             74.3           2,750,000   
  96     03/06/03     3,375,000       03/07/03             80.0           2,700,000   
  97     05/27/03     4,000,000       04/11/03             67.4           2,700,000   
  98     02/28/03     3,700,000       01/20/03             71.0           2,650,000   
  99     03/01/03     3,400,000       02/01/03             72.8           2,650,000   
  100    04/01/03     4,700,000       11/08/02             53.2           2,550,000   
  101    03/27/03     3,500,000       03/13/03             69.8           2,450,000   
  102    05/10/02     5,450,000       02/07/03             43.1           2,350,000   
  103    05/24/03     3,800,000       04/01/03             59.0           2,250,000   
  104    05/27/03     3,000,000       04/07/03             73.2           2,200,000   
  105    03/17/03     2,900,000       03/14/03             75.7           2,200,000   
  106    05/20/03     3,000,000       01/21/03             71.5           2,145,000   
  107    03/31/03     3,130,000       01/10/03             68.2           2,150,000   
  108    05/15/03     2,850,000       05/15/03             74.8           2,135,000   
  109    03/31/03     4,600,000       05/01/03             45.9           2,128,000   
  110    04/30/03     2,800,000       12/23/02             74.6           2,100,000   
  111    02/28/03    30,900,000       03/25/03             6.5            2,000,000   
  112    05/01/03     3,170,000       04/01/03             63.0           2,000,000   
  113    02/10/03     2,800,000       01/31/03             71.1           2,000,000   
  114    05/03/03     3,100,000       11/13/02             60.7           1,900,000   
  115    01/24/03     2,420,000       10/08/02             74.2           1,815,000   
  116    06/01/03     2,200,000       03/19/03             77.2           1,700,000   
  117    04/01/03     2,900,000       12/13/02             56.5           1,650,000   
  118    07/31/03     2,200,000       11/01/02             74.4           1,650,000   
  119    04/08/03     2,050,000       03/13/03             73.0           1,500,000   
  120    04/10/03     2,000,000       12/08/02             70.9           1,425,000   
  121    05/07/03     2,000,000       11/13/02             69.4           1,400,000   
  122    01/21/03     1,840,000       03/07/03             73.1           1,350,000   
  123    05/31/03     2,370,000       04/01/03             54.5           1,300,000   
  124    04/10/03     1,700,000       12/08/02             75.6           1,290,000   
  125    03/18/03     1,950,000       02/20/03             58.7           1,150,000   
  126    05/12/03     1,500,000       03/21/03             66.4           1,000,000   
  127    03/30/03     1,750,000       11/21/02             56.8           1,000,000   
  128    02/28/03     1,450,000       03/20/03             64.6             905,000   

                                                        [Enlarge/Download Table]

                                                        CURRENT                           
          ORIGINAL        CURRENT       % OF INITIAL    BALANCE      CROSSED    RELATED   
LOAN #  LOAN/UNIT ($)  BALANCE ($)(2)   POOL BALANCE  PER UNIT ($)  LOAN (3)  BORROWER (4)
------  -------------  --------------   ------------  ------------  --------  ------------
                                                                                          
   1            84       85,000,000.00      8.2%             84                           
   2           112       61,930,575.67      5.9%            112                           
   3           164       34,969,442.00      3.4%            163                           
   4            88       32,453,953.03      3.1%             87                           
   5           125       31,150,000.00      3.0%            125                           
   6           184       28,885,324.43      2.8%            183                           
   7           210       24,924,691.10      2.4%            209                           
   8           104       22,956,879.28      2.2%            104                    5      
   9           172       22,277,294.03      2.1%            171                           
  10       120,476       20,240,000.00      1.9%        120,476                           
  11            91       19,838,559.23      1.9%             91                           
  12            68       18,929,813.68      1.8%             68                           
  13            23       18,165,040.00      1.7%             23                           
  14           130       18,031,329.46      1.7%            130                           
  15           126       16,864,722.06      1.6%            126                           
  16            28       16,700,000.00      1.6%             28                           
  17            67       15,425,456.19      1.5%             67                           
  18            95       15,350,000.00      1.5%             95                    6      
 18.1                     3,525,000.00                      107                           
 18.2                     3,150,000.00                      209                           
 18.3                     2,275,000.00                       78                           
 18.4                     2,225,000.00                       80                           
 18.5                     2,150,000.00                       75                           
 18.6                     2,025,000.00                       75                           
  19            94       14,924,909.68      1.4%             94                           
  20        51,389       14,739,548.87      1.4%         51,179                           
  21           103       13,000,000.00      1.2%            103                    6      
 21.1                     7,875,000.00                       96                           
 21.2                     2,425,000.00                      128                           
 21.3                     2,075,000.00                      109                           
 21.4                       625,000.00                       95                           
  22           113       12,962,830.52      1.2%            112                           
  23            99       12,453,722.11      1.2%             99                           
  24            59       10,926,615.07      1.0%             58                           
  25           123       10,050,447.19      1.0%            122                           
  26            70        9,923,360.69      1.0%             70                           
  27        60,620        9,699,240.00      0.9%         60,620                    4      
  28        35,055        9,500,000.00      0.9%         35,055                    2      
  29        23,665        9,030,949.12      0.9%         23,641                           
  30            71        9,000,000.00      0.9%             71                           
  31            88        8,975,430.00      0.9%             88                    5      
  32            74        8,900,000.00      0.9%             74                           
 32.1                     3,100,000.00                      102                           
 32.2                     2,300,000.00                       60                           
 32.3                     2,100,000.00                       71                           
 32.4                     1,400,000.00                       66                           
  33            67        8,392,108.67      0.8%             67                    4      
  34            80        8,381,911.22      0.8%             80                           
  35            60        8,183,367.46      0.8%             60                           
  36           112        8,109,082.13      0.8%            112                           
  37           156        8,000,000.00      0.8%            156                           
  38            85        7,997,399.06      0.8%             84                           
  39            52        7,992,979.38      0.8%             52                           
  40            35        7,977,646.91      0.8%             34                           
  41            48        7,932,022.91      0.8%             47                           
  42           116        7,647,870.28      0.7%            114                           
  43           164        7,492,936.65      0.7%            164                           
  44           125        7,468,007.68      0.7%            125                    7      
  45            30        7,250,000.00      0.7%             30                           
  46            93        7,200,000.00      0.7%             93                           
  47           137        7,086,271.65      0.7%            136                    5      
  48             8        6,800,000.00      0.7%              8                           
  49           149        6,405,709.46      0.6%            148                           
  50       128,571        6,300,000.00      0.6%        128,571                           
  51           201        5,865,131.19      0.6%            200                           
  52            52        5,737,063.66      0.6%             52         2                 
  53        20,828        5,647,089.46      0.5%         20,761                           
  54            40        5,592,425.72      0.5%             40                           
  55            42        5,488,705.93      0.5%             42         2                 
  56            48        5,375,685.39      0.5%             48                           
  57        22,802        5,290,000.00      0.5%         22,802                           
 57.1                     3,165,000.00                   26,822                           
 57.2                     1,415,000.00                   17,688                           
 57.3                       710,000.00                   20,882                           
  58        24,648        5,250,000.00      0.5%         24,648                    2      
  59            65        5,239,166.20      0.5%             64                           
  60        18,705        5,200,000.00      0.5%         18,705                    2      
  61            47        5,000,000.00      0.5%             47                           
  62            49        4,940,217.41      0.5%             49                           
  63        22,477        4,900,000.00      0.5%         22,477                    2      
  64           126        4,886,406.07      0.5%            126                           
  65           232        4,836,666.66      0.5%            232                    9      
  66            51        4,823,107.20      0.5%             51         2                 
  67        21,005        4,595,293.77      0.4%         20,983                           
 67.1                     2,909,020.75                   23,844                           
 67.2                     1,686,273.02                   17,384                           
  68        19,328        4,590,115.18      0.4%         19,286                           
  69            85        4,590,047.60      0.4%             84                           
  70            50        4,445,046.95      0.4%             49                           
  71           314        4,115,000.00      0.4%            314                    8      
  72        13,793        4,000,000.00      0.4%         13,793                    2      
  73        19,608        3,995,897.84      0.4%         19,588                           
  74        53,333        3,992,567.01      0.4%         53,234                           
  75            75        3,992,417.36      0.4%             75                           
  76            36        3,921,651.88      0.4%             36                           
  77            55        3,793,078.97      0.4%             55                           
  78            34        3,717,519.77      0.4%             34         1                 
  79           142        3,596,378.24      0.3%            142                           
  80           248        3,590,000.00      0.3%            248                    8      
  81        15,338        3,490,171.19      0.3%         15,241                           
  82           194        3,189,832.00      0.3%            194                           
  83            38        3,143,747.57      0.3%             38                    7      
 83.1                     2,470,087.38                       40                           
 83.2                       673,660.19                       32                           
  84            69        3,125,000.00      0.3%             69                           
  85           111        3,113,929.81      0.3%            109                           
  86           282        3,071,256.70      0.3%            282                           
  87        37,073        3,037,065.46      0.3%         37,037                           
  88       230,769        2,993,607.83      0.3%        230,278                           
  89           263        2,905,498.22      0.3%            259                           
  90        44,922        2,869,003.32      0.3%         44,828                           
  91           159        2,842,682.67      0.3%            159                    9      
  92         5,460        2,825,315.02      0.3%          5,412         1                 
  93        16,867        2,790,705.56      0.3%         16,811                           
  94           204        2,780,000.00      0.3%            204                    8      
  95           150        2,747,435.75      0.3%            150                           
  96        21,429        2,700,000.00      0.3%         21,429                    2      
  97            63        2,696,048.49      0.3%             63                           
  98            76        2,628,476.49      0.3%             75                           
  99            36        2,627,047.30      0.3%             36         1                 
  100       17,586        2,499,796.36      0.2%         17,240                           
  101       27,841        2,443,085.41      0.2%         27,762                           
  102          167        2,350,000.00      0.2%            167                           
  103          155        2,240,755.50      0.2%            155                           
  104          147        2,195,957.12      0.2%            147                           
  105       75,862        2,195,391.57      0.2%         75,703                           
  106          197        2,145,000.00      0.2%            197                           
  107           73        2,136,047.43      0.2%             73                           
  108          103        2,131,180.67      0.2%            103                           
  109           70        2,112,901.64      0.2%             70                           
  110           53        2,088,122.63      0.2%             53                           
  111       62,500        2,000,000.00      0.2%         62,500                           
  112       20,408        1,998,002.43      0.2%         20,388                           
  113        4,274        1,989,792.84      0.2%          4,252                           
  114        2,836        1,882,833.67      0.2%          2,810                    3      
  115           25        1,796,232.28      0.2%             25                           
  116       40,476        1,697,851.39      0.2%         40,425                           
  117       13,415        1,639,794.95      0.2%         13,332                           
  118          139        1,637,054.51      0.2%            138                           
  119       19,481        1,495,909.77      0.1%         19,427                           
  120          127        1,418,917.41      0.1%            126                    1      
  121        2,080        1,387,351.13      0.1%          2,061                    3      
  122           66        1,344,578.17      0.1%             66                           
  123       12,745        1,290,922.70      0.1%         12,656                           
  124          128        1,285,515.05      0.1%            128                    1      
  125           32        1,145,128.03      0.1%             32                           
  126           95          995,910.83      0.1%             95                           
  127           56          993,411.14      0.1%             56                           
  128           46          899,055.00      0.1%             46         2                 

                                                        [Enlarge/Download Table]

                                   NET                                                       
        INTEREST                 MORTGAGE                   MONTHLY DEBT        ANNUAL DEBT  
LOAN #   RATE %   ADMIN. FEE %  RATE % (5)  ACCRUAL TYPE  SERVICE ($)(6,12)   SERVICE ($)(13)
------   ------   ------------  ----------  ------------  -----------------   ---------------
                                                                                             
   1     4.5317     0.04210       4.4896     Actual/360           427,599.87    5,131,198.44 
   2     4.6797     0.04210       4.6376     Actual/360           319,274.01    3,831,288.12 
   3     5.8000     0.04210       5.7579     Actual/360           205,363.56    2,464,362.72 
   4     5.9000     0.04210       5.8579     Actual/360           193,659.07    2,323,908.84 
   5     6.0000     0.09210       5.9079     Actual/360           236,167.56    2,834,010.72 
   6     5.6700     0.04210       5.6279     Actual/360           167,765.21    2,013,182.52 
   7     5.4700     0.04210       5.4279     Actual/360           141,477.05    1,697,724.60 
   8     5.8900     0.04210       5.8479     Actual/360           136,274.26    1,635,291.12 
   9     5.1800     0.04210       5.1379     Actual/360           122,176.36    1,466,116.32 
  10     6.0500     0.04210       6.0079     Actual/360           122,000.42    1,464,005.04 
  11     6.3200     0.04210       6.2779     Actual/360           124,055.42    1,488,665.04 
  12     5.9800     0.04210       5.9379     Actual/360           113,670.41    1,364,044.92 
  13     5.7800     0.04210       5.7379     Actual/360           106,557.37    1,278,688.44 
  14     5.9600     0.04210       5.9179     Actual/360           107,934.21    1,295,210.52 
  15     5.3963     0.04210       5.3542     Actual/360            94,859.67    1,138,316.04 
  16     6.1600     0.04210       6.1179     Actual/360           109,237.57    1,310,850.84 
  17     5.7300     0.04210       5.6879     Actual/360            90,256.96    1,083,083.52 
  18     5.7000     0.04210       5.6579     Actual/360            96,104.57    1,153,254.84 
 18.1                                                                                        
 18.2                                                                                        
 18.3                                                                                        
 18.4                                                                                        
 18.5                                                                                        
 18.6                                                                                        
  19     5.5500     0.06710       5.4829     Actual/360            85,639.51    1,027,674.12 
  20     5.5200     0.04210       5.4779     Actual/360            84,218.58    1,010,622.96 
  21     5.7000     0.04210       5.6579     Actual/360            81,391.50      976,698.00 
 21.1                                                                                        
 21.2                                                                                        
 21.3                                                                                        
 21.4                                                                                        
  22     5.7000     0.04210       5.6579     Actual/360            75,452.06      905,424.72 
  23     5.9700     0.04210       5.9279     Actual/360            74,702.89      896,434.68 
  24     6.0500     0.04210       6.0079     Actual/360            66,304.58      795,654.96 
  25     5.5900     0.04210       5.5479     Actual/360            57,803.62      693,643.44 
  26     5.9600     0.04210       5.9179     Actual/360            59,698.13      716,377.56 
  27     6.4200     0.04210       6.3779     Actual/360            60,796.39      729,556.68 
  28     5.2900     0.04210       5.2479     Actual/360            52,694.96      632,339.52 
  29     5.2500     0.04210       5.2079     Actual/360            49,919.21      599,030.52 
  30     4.6100     0.04210       4.5679       30/360              46,191.80      554,301.60 
  31     5.9000     0.09210       5.8079     Actual/360            53,382.29      640,587.48 
  32     5.4500     0.07210       5.3779     Actual/360            54,388.35      652,660.20 
 32.1                                                                                        
 32.2                                                                                        
 32.3                                                                                        
 32.4                                                                                        
  33     5.5100     0.04210       5.4679     Actual/360            47,746.99      572,963.88 
  34     5.2500     0.04210       5.2079     Actual/360            46,385.11      556,621.32 
  35     5.5300     0.09210       5.4379     Actual/360            46,713.16      560,557.92 
  36     5.6900     0.12210       5.5679     Actual/360            47,106.06      565,272.72 
  37     6.4000     0.04210       6.3579     Actual/360            50,040.47      600,485.67 
  38     6.1500     0.04210       6.1079     Actual/360            49,042.87      588,514.44 
  39     5.7800     0.04210       5.7379     Actual/360            46,838.40      562,060.80 
  40     5.8000     0.09210       5.7079     Actual/360            46,940.24      563,282.88 
  41     5.9000     0.04210       5.8579     Actual/360            56,853.92      682,247.04 
  42     6.3300     0.09210       6.2379     Actual/360            57,082.45      684,989.40 
  43     5.5000     0.04210       5.4579     Actual/360            42,584.18      511,010.16 
  44     5.8300     0.04210       5.7879     Actual/360            52,999.38      635,992.56 
  45     6.5000     0.04210       6.4579     Actual/360            48,952.52      587,430.24 
  46     5.7800     0.04210       5.7379     Actual/360            42,154.56      505,854.72 
  47     5.7500     0.04210       5.7079     Actual/360            41,433.67      497,204.04 
  48     7.4200     0.04210       7.3779     Actual/360            49,898.08      598,776.96 
  49     5.9100     0.04210       5.8679     Actual/360            38,298.59      459,583.08 
  50     5.3900     0.04210       5.3479     Actual/360            35,337.12      424,045.44 
  51     5.9800     0.09210       5.8879     Actual/360            35,297.65      423,571.80 
  52     5.5500     0.04210       5.5079     Actual/360            39,888.75      478,665.00 
  53     5.1900     0.04210       5.1479     Actual/360            31,073.52      372,882.24 
  54     5.7000     0.04210       5.6579     Actual/360            35,060.95      420,731.40 
  55     5.5500     0.04210       5.5079     Actual/360            38,161.97      457,943.64 
  56     6.0200     0.04210       5.9779     Actual/360            32,445.20      389,342.40 
  57     5.6000     0.08210       5.5179     Actual/360            32,801.90      393,622.80 
 57.1                                                                                        
 57.2                                                                                        
 57.3                                                                                        
  58     5.2900     0.04210       5.2479     Actual/360            29,120.90      349,450.80 
  59     5.4500     0.04210       5.4079     Actual/360            29,644.44      355,733.28 
  60     5.2900     0.04210       5.2479     Actual/360            28,843.56      346,122.72 
  61     5.3100     0.12210       5.1879     Actual/360            27,796.29      333,555.48 
  62     5.6500     0.04210       5.6079     Actual/360            28,573.17      342,878.04 
  63     5.2900     0.04210       5.2479     Actual/360            27,179.51      326,154.12 
  64     5.9000     0.04210       5.8579     Actual/360            31,271.92      375,263.04 
  65     5.8700     0.04210       5.8279     Actual/360            28,674.08      344,088.96 
  66     5.5500     0.04210       5.5079     Actual/360            33,534.18      402,410.16 
  67     5.1600     0.04210       5.1179     Actual/360            25,145.56      301,746.72 
 67.1                                                                                        
 67.2                                                                                        
  68     5.2600     0.12210       5.1379     Actual/360            25,429.87      305,158.44 
  69     5.4300     0.04210       5.3879     Actual/360            31,461.23      377,534.76 
  70     6.5110     0.07210       6.4389     Actual/360            33,579.94      402,959.28 
  71     5.5680     0.04210       5.5259     Actual/360            23,539.09      282,469.08 
  72     5.2900     0.04210       5.2479     Actual/360            22,187.35      266,248.20 
  73     5.1500     0.04210       5.1079     Actual/360            21,841.05      262,092.60 
  74     5.9300     0.04210       5.8879     Actual/360            23,802.30      285,627.60 
  75     5.8400     0.04210       5.7979     Actual/360            23,572.11      282,865.32 
  76     5.8900     0.04210       5.8479     Actual/360            23,255.50      279,066.00 
  77     6.0200     0.04210       5.9779     Actual/360            22,831.80      273,981.60 
  78     5.7500     0.04210       5.7079     Actual/360            26,328.13      315,937.56 
  79     5.2300     0.04210       5.1879     Actual/360            19,834.76      238,017.12 
  80     5.3230     0.04210       5.2809     Actual/360            19,985.63      239,827.56 
  81     5.6100     0.09210       5.5179     Actual/360            20,186.68      242,240.16 
  82     6.1500     0.04210       6.1079     Actual/360            22,072.60      264,871.20 
  83     5.6300     0.04210       5.5879     Actual/360            18,143.12      217,717.44 
 83.1                                                                                        
 83.2                                                                                        
  84     6.0800     0.04210       6.0379     Actual/360            22,532.94      270,395.28 
  85     5.0900     0.04210       5.0479     Actual/360            33,591.98      403,103.76 
  86     5.7660     0.04210       5.7239     Actual/360            19,406.27      232,875.24 
  87     5.4000     0.04210       5.3579     Actual/360            17,070.54      204,846.48 
  88     5.3000     0.04210       5.2579     Actual/360            16,659.14      199,909.68 
  89     7.0000     0.04210       6.9579     Actual/360            22,871.32      274,455.84 
  90     5.4000     0.04210       5.3579     Actual/360            16,144.01      193,728.12 
  91     6.1600     0.04210       6.1179     Actual/360            17,381.46      208,577.52 
  92     5.7500     0.04210       5.7079     Actual/360            20,009.38      240,112.56 
  93     5.0300     0.09210       4.9379     Actual/360            15,082.38      180,988.56 
  94     5.3230     0.04210       5.2809     Actual/360            15,476.34      185,716.08 
  95     5.5400     0.04210       5.4979     Actual/360            15,683.28      188,199.36 
  96     5.2900     0.04210       5.2479     Actual/360            14,976.46      179,717.52 
  97     5.2800     0.04210       5.2379     Actual/360            16,227.51      194,730.12 
  98     6.2500     0.04210       6.2079     Actual/360            19,369.60      232,435.20 
  99     5.7500     0.04210       5.7079     Actual/360            18,605.21      223,262.52 
  100    6.0500     0.04210       6.0079     Actual/360            20,039.92      240,479.04 
  101    5.8000     0.09210       5.7079     Actual/360            15,487.22      185,846.64 
  102    5.6400     0.04210       5.5979     Actual/360            16,351.73      196,220.80 
  103    6.1200     0.09210       6.0279     Actual/360            16,275.85      195,310.20 
  104    5.9800     0.12210       5.8579     Actual/360            13,161.84      157,942.08 
  105    5.3800     0.04210       5.3379     Actual/360            12,326.23      147,914.76 
  106    6.4400     0.04210       6.3979     Actual/360            14,402.88      172,834.56 
  107    6.2500     0.09210       6.1579     Actual/360            14,182.89      170,194.68 
  108    6.1000     0.04210       6.0579     Actual/360            12,937.99      155,255.88 
  109    5.7500     0.04210       5.7079     Actual/360            12,418.43      149,021.16 
  110    6.2000     0.09210       6.1079     Actual/360            12,861.85      154,342.20 
  111    5.4900     0.04210       5.4479     Actual/360             9,277.08      111,324.96 
  112    5.2600     0.04210       5.2179     Actual/360            11,056.46      132,677.52 
  113    6.4100     0.04210       6.3679     Actual/360            13,391.88      160,702.56 
  114    6.5700     0.04210       6.5279     Actual/360            12,912.17      154,946.04 
  115    6.5000     0.09210       6.4079     Actual/360            12,255.01      147,060.12 
  116    6.0500     0.04210       6.0079     Actual/360            11,005.14      132,061.68 
  117    5.7500     0.04210       5.7079     Actual/360             9,628.95      115,547.40 
  118    6.5800     0.04210       6.5379     Actual/360            11,223.54      134,682.48 
  119    6.0000     0.04210       5.9579     Actual/360             9,664.52      115,974.24 
  120    6.2500     0.09210       6.1579     Actual/360             8,773.97      105,287.64 
  121    6.5700     0.04210       6.5279     Actual/360             9,514.23      114,170.76 
  122    6.0000     0.04210       5.9579     Actual/360             8,698.07      104,376.84 
  123    5.5900     0.04210       5.5479     Actual/360            10,684.27      128,211.24 
  124    6.2500     0.09210       6.1579     Actual/360             7,942.75       95,313.00 
  125    5.7000     0.04210       5.6579     Actual/360             7,200.02       86,400.24 
  126    6.5000     0.04210       6.4579       30/360               7,455.73       89,468.76 
  127    6.1100     0.04210       6.0679     Actual/360             6,066.41       72,796.92 
  128    5.5500     0.04210       5.5079     Actual/360             6,250.96       75,011.52 

                                                                [Download Table]

                      FIRST                                                         
LOAN #  NOTE DATE  PAYMENT DATE  REM. TERM (7)  REM. AMORT  I/O PERIOD(8)  SEASONING
------  ---------  ------------  -------------  ----------  -------------  ---------
                                                                                    
   1    06/30/03     08/01/03         119          360           24            1    
   2    06/25/03     08/01/03         119          359            0            1    
   3    06/06/03     08/01/03         167          359            0            1    
   4    01/15/03     03/01/03         114          354            0            6    
   5    04/30/03     06/01/03         223          216           10            3    
   6    03/14/03     05/01/03         116          356            0            4    
   7    04/16/03     06/01/03         117          357            0            3    
   8    05/12/03     07/01/03         118          358            0            2    
   9    06/23/03     08/01/03         119          359            0            1    
  10    01/08/03     03/01/03         120          360            6            6    
  11    10/23/02     12/01/02         111          351            0            9    
  12    03/31/03     05/01/03         116          356            0            4    
  13    05/20/03     07/01/03         118          358            0            2    
  14    04/07/03     06/01/03         117          357            0            3    
  15    05/29/03     07/01/03         118          358            0            2    
  16    07/17/03     09/01/03         132          300            0            0    
  17    02/25/03     04/01/03         115          355            0            5    
  18    07/03/03     09/01/03         120          300            0            0    
 18.1                                                                               
 18.2                                                                               
 18.3                                                                               
 18.4                                                                               
 18.5                                                                               
 18.6                                                                               
  19    02/26/03     04/01/03         115          355            0            5    
  20    03/28/03     05/01/03         116          356            0            4    
  21    07/03/03     09/01/03         120          300            0            0    
 21.1                                                                               
 21.2                                                                               
 21.3                                                                               
 21.4                                                                               
  22    04/28/03     06/01/03         117          357            0            3    
  23    03/24/03     05/01/03         116          356            0            4    
  24    12/23/02     02/01/03         113          353            0            7    
  25    04/30/03     06/01/03         117          357            0            3    
  26    11/18/02     01/01/03         112          352            0            8    
  27    07/18/03     09/01/03         120          360            0            0    
  28    04/22/03     06/01/03         117          360           24            3    
  29    06/18/03     08/01/03         119          359            0            1    
  30    07/08/03     09/01/03         120          360            0            0    
  31    04/02/03     06/01/03         117          357            0            3    
  32    07/17/03     09/01/03         120          300            0            0    
 32.1                                                                               
 32.2                                                                               
 32.3                                                                               
 32.4                                                                               
  33    06/03/03     08/01/03         119          359            0            1    
  34    05/30/03     07/01/03         118          358            0            2    
  35    05/22/03     07/01/03         118          358            0            2    
  36    05/08/03     07/01/03         118          358            0            2    
  37    07/09/03     09/01/03         120          360            0            0    
  38    12/16/02     02/01/03         113          353            0            7    
  39    06/25/03     08/01/03         119          359            0            1    
  40    04/28/03     06/01/03         117          357            0            3    
  41    03/17/03     05/01/03         236          236            0            4    
  42    12/20/02     02/01/03         233          233            0            7    
  43    06/12/03     08/01/03         119          359            0            1    
  44    05/28/03     07/01/03         118          238            0            2    
  45    07/18/03     09/01/03         120          300            0            0    
  46    07/11/03     09/01/03         120          360            0            0    
  47    05/29/03     07/01/03         118          358            0            2    
  48    07/10/03     09/01/03         120          300            0            0    
  49    12/27/02     02/01/03         113          353            0            7    
  50    07/03/03     09/01/03         120          360            0            0    
  51    01/21/03     03/01/03         114          354            0            6    
  52    04/24/03     06/01/03         117          237            0            3    
  53    05/01/03     06/01/03         117          357            0            3    
  54    06/17/03     08/01/03         119          299            0            1    
  55    04/24/03     06/01/03         117          237            0            3    
  56    02/14/03     04/01/03         115          355            0            5    
  57    07/08/03     09/01/03         120          300            0            0    
 57.1                                                                               
 57.2                                                                               
 57.3                                                                               
  58    04/22/03     06/01/03         117          360           24            3    
  59    05/16/03     07/01/03         118          358            0            2    
  60    04/22/03     06/01/03         117          360           24            3    
  61    05/30/03     07/01/03         118          360           12            2    
  62    05/14/03     07/01/03         118          358            0            2    
  63    04/22/03     06/01/03         117          360           24            3    
  64    05/29/03     07/01/03         118          298            0            2    
  65    04/23/03     06/01/03         117          357            0            3    
  66    04/24/03     06/01/03         117          237            0            3    
  67    06/24/03     08/01/03         119          359            0            1    
 67.1                                                                               
 67.2                                                                               
  68    05/07/03     07/01/03         118          358            0            2    
  69    06/30/03     08/01/03         119          239            0            1    
  70    01/31/03     03/01/03         234          234            0            6    
  71    07/08/03     09/01/03         120          360            0            0    
  72    04/22/03     06/01/03         117          360           24            3    
  73    06/30/03     08/01/03         119          359            0            1    
  74    05/15/03     07/01/03         178          358            0            2    
  75    05/22/03     07/01/03         118          358            0            2    
  76    06/27/03     08/01/03         119          359            0            1    
  77    05/14/03     07/01/03         118          358            0            2    
  78    03/26/03     05/01/03         176          236            0            4    
  79    06/06/03     08/01/03         119          359            0            1    
  80    07/08/03     09/01/03         120          360            0            0    
  81    01/29/03     03/01/03         78           354            0            6    
  82    07/18/03     09/01/03         120          264            0            0    
  83    05/08/03     07/01/03         118          358            0            2    
 83.1                                                                               
 83.2                                                                               
  84    07/10/03     09/01/03         180          240            0            0    
  85    05/30/03     07/01/03         118          118            0            2    
  86    05/30/03     07/01/03         118          298            0            2    
  87    06/05/03     08/01/03         119          359            0            1    
  88    05/02/03     07/01/03         118          358            0            2    
  89    11/13/02     01/01/03         232          232            0            8    
  90    05/20/03     07/01/03         118          358            0            2    
  91    05/01/03     06/01/03         117          357            0            3    
  92    03/26/03     05/01/03         176          236            0            4    
  93    04/29/03     06/01/03         57           357            0            3    
  94    07/07/03     09/01/03         120          360            0            0    
  95    06/27/03     08/01/03         119          359            0            1    
  96    04/22/03     06/01/03         117          360           24            3    
  97    06/18/03     08/01/03         83           299            0            1    
  98    03/11/03     05/01/03         116          236            0            4    
  99    03/26/03     05/01/03         176          236            0            4    
  100   12/30/02     02/01/03         113          197            0            7    
  101   05/02/03     07/01/03         118          298            0            2    
  102   07/10/03     09/01/03         240          240            0            0    
  103   05/20/03     07/01/03         238          238            0            2    
  104   05/30/03     07/01/03         118          358            0            2    
  105   05/09/03     07/01/03         118          358            0            2    
  106   07/16/03     09/01/03         120          300            0            0    
  107   02/28/03     04/01/03         115          295            0            5    
  108   05/28/03     07/01/03         118          358            0            2    
  109   12/30/02     02/01/03         77           353            0            7    
  110   01/29/03     03/01/03         114          354            0            6    
  111   04/30/03     06/01/03         177           0            180           3    
  112   06/11/03     08/01/03         83           359            0            1    
  113   03/17/03     05/01/03         116          296            0            4    
  114   12/30/02     02/01/03         113          293            0            7    
  115   11/27/02     01/01/03         112          292            0            8    
  116   06/16/03     08/01/03         119          299            0            1    
  117   01/31/03     03/01/03         114          354            0            6    
  118   01/07/03     03/01/03         114          294            0            6    
  119   05/09/03     07/01/03         118          298            0            2    
  120   02/20/03     04/01/03         115          355            0            5    
  121   12/30/02     02/01/03         113          293            0            7    
  122   04/10/03     06/01/03         117          297            0            3    
  123   05/27/03     07/01/03         178          178            0            2    
  124   03/27/03     05/01/03         116          356            0            4    
  125   04/11/03     06/01/03         117          297            0            3    
  126   05/20/03     07/01/03         238          238            0            2    
  127   12/27/02     02/01/03         113          353            0            7    
  128   04/24/03     06/01/03         117          237            0            3    

                                                                [Download Table]

         PAYMENT   GRACE    MATURITY/               FINAL    MATURITY/ARD  
LOAN #  DUE DATE  PERIOD  ARD DATE (9)  ARD LOAN  MAT DATE  BALANCE ($) (7)
------  --------  ------  ------------  --------  --------  ---------------
                                                                           
   1        1       10      07/01/13       No                 72,955,280   
   2        1        0      07/01/13       No                 50,729,294   
   3        1        7      07/01/17      Yes     07/01/33    26,243,761   
   4        1        0      02/01/13       No                 27,604,420   
   5        1        5      03/01/22       No                    609,098   
   6        1        7      04/01/13      Yes     04/01/33    24,357,504   
   7        1        5      05/01/13       No                 20,870,175   
   8        1        7      06/01/13      Yes     06/01/33    19,446,376   
   9        1        7      07/01/13       No                 18,445,670   
  10        1        7      08/01/13      Yes     08/01/33    17,193,667   
  11        1        7      11/01/12       No                 17,119,459   
  12        1        7      04/01/13       No                 16,107,741   
  13        1        0      06/01/13      Yes     05/01/18    15,337,277   
  14        1        7      05/01/13      Yes     05/01/33    15,320,020   
  15        1        7      06/01/13       No                 14,074,453   
  16        1        7      08/01/14      Yes     08/01/28    12,491,601   
  17        1        7      03/01/13       No                 13,043,760   
  18        1        7      08/01/13      Yes     08/01/28    11,768,104   
 18.1                                                                      
 18.2                                                                      
 18.3                                                                      
 18.4                                                                      
 18.5                                                                      
 18.6                                                                      
  19        1        7      03/01/13       No                 12,553,506   
  20        1        7      04/01/13       No                 12,373,466   
  21        1        7      08/01/13       No                  9,966,471   
 21.1                                                                      
 21.2                                                                      
 21.3                                                                      
 21.4                                                                      
  22        1        7      05/01/13       No                 10,929,734   
  23        1        7      04/01/13       No                 10,594,063   
  24        1        7      01/01/13       No                  9,342,360   
  25        1        7      05/01/13      Yes     05/01/33     8,446,227   
  26        1        7      12/01/12       No                  8,471,507   
  27        1        7      08/01/13       No                  8,327,617   
  28        1        7      05/01/13       No                  8,280,325   
  29        1        7      07/01/13      Yes     07/01/33     7,494,311   
  30        1       10      08/01/13       No                  7,233,262   
  31        1        7      05/01/13       No                  7,612,515   
  32        1        7      08/01/13      Yes     08/01/28     6,763,887   
 32.1                                                                      
 32.2                                                                      
 32.3                                                                      
 32.4                                                                      
  33        1       10      07/01/13       No                  7,020,989   
  34        1        7      06/01/13       No                  6,963,266   
  35        1        7      06/01/13       No                  6,857,568   
  36        1        7      06/01/13       No                  6,828,334   
  37        1        7      08/01/13       No                  6,864,795   
  38        1        7      01/01/13       No                  6,856,851   
  39        1        7      07/01/13      Yes     07/01/33     6,742,204   
  40        1        7      05/01/13       No                  6,746,410   
  41        1        7      04/01/23       No                    185,866   
  42        1        7      01/01/23       No                    201,050   
  43        1        7      07/01/13       No                  6,266,791   
  44        1        7      06/01/13      Yes     06/01/23     4,886,276   
  45        1        7      08/01/13       No                  5,709,320   
  46        1        7      08/01/13      Yes     08/01/33     6,067,373   
  47        1        7      06/01/13      Yes     06/01/33     5,977,800   
  48        1        7      08/01/13      Yes     08/01/28     5,511,583   
  49        1        7      01/01/13       No                  5,455,446   
  50        1        7      08/01/13      Yes     08/01/33     5,245,558   
  51        1        7      02/01/13       No                  5,000,062   
  52        1        7      05/01/13       No                  3,721,907   
  53        1        7      05/01/13       No                  4,687,653   
  54        1        7      07/01/13       No                  4,293,748   
  55        1        7      05/01/13       No                  3,560,786   
  56        1        7      03/01/13       No                  4,583,891   
  57        1        7      08/01/13       No                  4,041,531   
 57.1                                                                      
 57.2                                                                      
 57.3                                                                      
  58        1        7      05/01/13       No                  4,575,969   
  59        1        8      06/01/13      Yes     06/01/33     4,379,602   
  60        1        7      05/01/13       No                  4,532,388   
  61        1        7      06/01/13       No                  4,258,519   
  62        1       10      06/01/13       No                  4,154,953   
  63        1        7      05/01/13       No                  4,270,904   
  64        1        7      06/01/13       No                  3,782,558   
  65        1        7      05/01/13       No                  4,098,623   
  66        1        7      05/01/13       No                  3,128,980   
  67        1        7      07/01/13       No                  3,802,488   
 67.1                                                                      
 67.2                                                                      
  68        1        7      06/01/13       No                  3,814,433   
  69        1        7      07/01/13       No                  2,950,476   
  70        1        7      02/01/23       No                    121,766   
  71        1        5      08/01/13       No                  3,445,517   
  72        1        7      05/01/13       No                  3,486,453   
  73        1        7      07/01/13       No                  3,305,446   
  74        1        7      06/01/18       No                  2,909,486   
  75        1        7      06/01/13       No                  3,376,922   
  76        1        7      07/01/13       No                  3,318,842   
  77        1        7      06/01/13       No                  3,225,285   
  78        1        7      04/01/18       No                  1,429,140   
  79        1        7      07/01/13       No                  2,982,554   
  80        1        5      08/01/13       No                  2,983,002   
  81        1        7      02/01/10       No                  3,149,397   
  82        1        5      08/01/13       No                  2,279,462   
  83        1        7      06/01/13      Yes     06/01/33     2,642,442   
 83.1                                                                      
 83.2                                                                      
  84        1        7      08/01/18       No                  1,217,112   
  85        1        5      06/01/13       No                     18,457   
  86        1        5      06/01/13       No                  2,366,725   
  87        1        7      07/01/13       No                  2,532,210   
  88        1        7      06/01/13       No                  2,490,839   
  89        1        7      12/01/22       No                     95,471   
  90        1        7      06/01/13       No                  2,394,601   
  91        1        7      05/01/13       No                  2,429,155   
  92        1        7      04/01/18       No                  1,086,147   
  93        1        7      05/01/08       No                  2,583,973   
  94        1        5      08/01/13       No                  2,309,957   
  95        1        7      07/01/13       No                  2,300,679   
  96        1        7      05/01/13       No                  2,353,356   
  97        1        7      07/01/10       No                  2,276,048   
  98        1        7      04/01/13       No                  1,754,674   
  99        1        7      04/01/18       No                  1,009,926   
  100       1        7      01/01/13       No                  1,394,618   
  101       1        7      06/01/13       No                  1,884,824   
  102       1        7      08/01/23       No                     49,761   
  103       1        7      06/01/23       No                     56,049   
  104       1        7      06/01/13       No                  1,865,068   
  105       1        7      06/01/13       No                  1,831,238   
  106       1        5      08/01/13       No                  1,685,874   
  107       1        7      03/01/13       No                  1,679,596   
  108       1        5      06/01/13       No                  1,819,735   
  109       1        7      01/01/10       No                  1,913,521   
  110       1        7      02/01/13       No                  1,791,122   
  111       1        7      05/01/18       No                  2,000,000   
  112       1        7      07/01/10       No                  1,780,652   
  113       1        7      04/01/13       No                  1,570,458   
  114       1        7      01/01/13       No                  1,499,192   
  115       1        7      12/01/12       No                  1,429,096   
  116       1        7      07/01/13       No                  1,319,134   
  117       1        7      02/01/13       No                  1,388,764   
  118       1        7      02/01/13       No                  1,302,153   
  119       1        7      06/01/13       No                  1,161,861   
  120       1        7      03/01/13       No                  1,217,770   
  121       1        7      01/01/13       No                  1,104,668   
  122       1        7      05/01/13       No                  1,045,807   
  123       1        7      06/01/18       No                     16,273   
  124       1        7      04/01/13       No                  1,102,275   
  125       1        7      05/01/13       No                    881,772   
  126       1       10      06/01/23       No                          0   
  127       1        7      01/01/13       No                    850,794   
  128       1        7      05/01/13       No                    583,260   

                                                        [Enlarge/Download Table]

                                     REMAINING                                       
                                     PREPAYMENT                                      
LOAN #  MATURITY LTV % (1,7)   PROVISION (PAYMENTS) (10)   2000 NOI ($)  2001 NOI ($)
------  --------------------   -------------------------   ------------  ------------
                                                                                     
   1            41.9              L(24),Def(91),O(4)        11,797,863    12,215,569 
   2            44.0              L(24),Def(93),O(2)                       5,096,623 
   3            58.1             L(24),Def(133),0(10)                      3,153,116 
   4            64.2              L(24),Def(86),O(4)         3,236,880     3,375,211 
   5             1.5             L(24),Def(174),O(25)        2,204,202     3,297,465 
   6            62.6              L(24),Def(88),O(4)         3,060,410               
   7            61.4              L(24),Def(89),O(4)                                 
   8            67.5              L(24),Def(90),O(4)         1,912,760     2,013,299 
   9            63.6              L(24),Def(91),O(4)         1,437,236     2,549,250 
  10            68.0              L(24),Def(92),O(4)                                 
  11            54.0              L(24),Def(83),O(4)         2,670,061     2,416,327 
  12            61.0              L(24),Def(88),O(4)         2,291,723     2,536,282 
  13            65.3              L(24),Def(93),O(1)                                 
  14            67.8              L(24),Def(89),O(4)                                 
  15            61.2              L(24),Def(90),O(4)         1,754,910     1,870,797 
  16            54.8              L(24),Def(104),O(4)        2,320,137     2,455,192 
  17            64.6              L(24),Def(87),O(4)         1,514,255     1,588,253 
  18            57.0              L(24),Def(92),O(4)         1,976,220     2,005,541 
 18.1                                                          474,080       456,307 
 18.2                                                          459,247       426,265 
 18.3                                                          251,807       298,267 
 18.4                                                          272,161       272,000 
 18.5                                                          280,713       306,289 
 18.6                                                          238,212       246,413 
  19            61.8              L(24),Def(87),O(4)         1,633,286     1,838,146 
  20            65.1              L(24),Def(88),O(4)         1,104,621     1,298,615 
  21            57.5              L(24),Def(92),O(4)         1,466,842     1,607,934 
 21.1                                                          805,309       937,755 
 21.2                                                          297,647       295,664 
 21.3                                                          278,299       282,299 
 21.4                                                           85,587        92,216 
  22            67.3              L(24),Def(89),O(4)                         691,182 
  23            63.4              L(24),Def(88),O(4)         1,599,278     1,809,887 
  24            66.3              L(24),Def(85),O(4)         1,236,609     1,692,300 
  25            67.0              L(24),Def(89),O(4)                                 
  26            62.3              L(24),Def(84),O(4)         1,129,569     1,300,594 
  27            62.3              L(24),Def(92),O(4)                         856,111 
  28            69.0              L(24),Def(89),O(4)           722,704       786,543 
  29            65.2              L(24),Def(91),O(4)           947,093       957,148 
  30            43.8           L(59),Grtr1%orYM(57),O(4)     1,336,476               
  31            65.1              L(24),Def(89),O(4)           189,948       545,348 
  32            53.9              L(24),Def(92),O(4)           543,689       755,456 
 32.1                                                                                
 32.2                                                                                
 32.3                                                                                
 32.4                                                                                
  33            63.8              L(24),Def(91),O(4)           773,503       878,782 
  34            63.9              L(24),Def(90),O(4)         1,090,413     1,089,962 
  35            59.1              L(24),Def(90),O(4)           238,651     1,040,714 
  36            61.0           L(57),Grtr1%orYM(54),O(7)       515,035       692,845 
  37            65.4              L(24),Def(92),O(4)                                 
  38            67.9              L(24),Def(85),O(4)         1,015,570               
  39            67.4              L(24),Def(91),O(4)           978,099       901,487 
  40            62.5              L(24),Def(89),O(4)         1,294,388     1,216,679 
  41             1.6          L(24),Grtr1%orYM(187),O(25)    1,105,191     1,170,564 
  42             2.1             L(24),Def(184),O(25)                        787,464 
  43            66.4              L(24),Def(91),O(4)                                 
  44            41.6              L(24),Def(90),O(4)                                 
  45            58.9              L(24),Def(92),O(4)           926,676       852,531 
  46            60.7              L(24),Def(92),O(4)           783,786     1,055,502 
  47            65.3              L(24),Def(90),O(4)           737,814       796,736 
  48            47.9              L(24),Def(92),O(4)         1,182,629     1,028,880 
  49            61.3              L(24),Def(85),O(4)           278,113       434,775 
  50            65.6              L(24),Def(92),O(4)           548,032       517,156 
  51            58.1              L(24),Def(86),O(4)                                 
  52            41.9              L(24),Def(89),O(4)           838,345       837,648 
  53            64.7              L(24),Def(89),O(4)           606,436       598,617 
  54            55.0              L(24),Def(91),O(4)           725,780       869,218 
  55            41.9              L(24),Def(89),O(4)           772,118       773,733 
  56            63.7              L(24),Def(85),O(6)           345,666               
  57            53.4              L(24),Def(92),O(4)           579,964       664,275 
 57.1                                                          313,174       380,225 
 57.2                                                          183,946       177,098 
 57.3                                                           82,844       106,952 
  58            69.3              L(24),Def(89),O(4)                         548,214 
  59            62.6              L(24),Def(90),O(4)           669,482       684,224 
  60            69.7              L(24),Def(89),O(4)           475,577       510,498 
  61            59.1              L(24),Def(90),O(4)           620,724       683,485 
  62            62.2              L(24),Def(90),O(4)           326,519       499,811 
  63            69.4              L(24),Def(89),O(4)           523,347       518,292 
  64            60.0              L(24),Def(90),O(4)           515,229       478,675 
  65            67.2              L(24),Def(89),O(4)                         378,534 
  66            41.9              L(24),Def(89),O(4)           649,402       650,559 
  67            66.1              L(24),Def(91),O(4)           344,259       340,678 
 67.1                                                          214,870       210,273 
 67.2                                                          129,389       130,405 
  68            66.3              L(24),Def(90),O(4)           166,456       452,799 
  69            47.6           L(35),Grtr1%orYM(77),O(7)       531,205       470,236 
  70             1.9              L(24),Def(206),O(4)          312,972       256,405 
  71            62.6              L(35),Def(82),O(3)                         448,176 
  72            69.7              L(24),Def(89),O(4)                         379,495 
  73            63.6              L(24),Def(91),O(4)                                 
  74            52.0             L(24),Def(141),O(13)                                
  75            64.9              L(24),Def(90),O(4)                                 
  76            58.2              L(24),Def(91),O(4)           504,978       533,962 
  77            52.3              L(24),Def(90),O(4)           482,872       563,789 
  78            28.0             L(24),Def(139),O(13)          429,616       432,439 
  79            37.8              L(24),Def(91),O(4)           680,821       627,508 
  80            64.0              L(35),Def(82),O(3)                                 
  81            70.0              L(24),Def(51),O(3)           388,027       373,576 
  82            53.0              L(35),Def(82),O(3)                                 
  83            62.9              L(24),Def(90),O(4)                                 
 83.1                                                                                
 83.2                                                                                
  84            29.7              L(24),Def(152),O(4)          403,033       398,719 
  85             0.5              L(33),Def(82),O(3)           114,295       171,660 
  86            53.8              L(33),Def(82),O(3)                                 
  87            66.6              L(24),Def(91),O(4)                                 
  88            57.7              L(24),Def(90),O(4)           349,918       398,810 
  89             2.3             L(24),Def(183),O(25)          373,829       373,829 
  90            66.1              L(24),Def(90),O(4)           226,723       332,704 
  91            63.9              L(24),Def(89),O(4)           225,702       286,122 
  92            28.0             L(24),Def(139),O(13)                        291,395 
  93            72.0              L(24),Def(31),O(2)           315,164       323,353 
  94            59.7              L(35),Def(82),O(3)                                 
  95            62.2              L(24),Def(91),O(4)                                 
  96            69.7              L(24),Def(89),O(4)           242,206       240,985 
  97            56.9              L(24),Def(52),O(7)                                 
  98            47.4              L(24),Def(88),O(4)           404,018       383,276 
  99            28.0             L(24),Def(139),O(13)          359,954       328,000 
  100           29.7              L(24),Def(85),O(4)           487,281       448,857 
  101           53.9              L(24),Def(90),O(4)           254,856       203,489 
  102            0.9          L(120),Grtr1%orYM(95),0(25)                            
  103            1.5             L(24),Def(189),O(25)                                
  104           62.2           L(58),Grtr1%orYM(56),O(4)       219,517       270,130 
  105           63.1              L(24),Def(90),O(4)            41,051       193,569 
  106           56.2              L(35),Def(82),O(3)           239,125       256,560 
  107           53.7              L(24),Def(87),O(4)           259,132       234,711 
  108           63.9              L(33),Def(82),O(3)                                 
  109           41.6              L(24),Def(50),O(3)                                 
  110           64.0              L(24),Def(86),O(4)           144,208       223,649 
  111            6.5             L(24),Def(140),O(13)          274,458        66,511 
  112           56.2              L(24),Def(56),O(3)           189,090       243,471 
  113           56.1              L(24),Def(88),O(4)           270,446       281,096 
  114           48.4              L(24),Def(85),O(4)           199,023               
  115           59.1              L(24),Def(84),O(4)           173,113       289,143 
  116           60.0              L(24),Def(91),O(4)           203,470       212,928 
  117           47.9              L(24),Def(86),O(4)           288,277       286,708 
  118           59.2              L(24),Def(86),O(4)            41,624       164,852 
  119           56.7              L(24),Def(90),O(4)           206,220       213,499 
  120           60.9              L(24),Def(87),O(4)                                 
  121           55.2              L(24),Def(85),O(4)           160,237       160,999 
  122           56.8              L(24),Def(89),O(4)           149,712       155,178 
  123            0.7             L(24),Def(141),O(13)          206,331       178,462 
  124           64.8              L(24),Def(88),O(4)                         150,661 
  125           45.2              L(24),Def(89),O(4)            57,135       181,246 
  126                            L(24),Def(189),O(25)          107,405        95,485 
  127           48.6              L(24),Def(85),O(4)           160,510       147,925 
  128           41.9              L(24),Def(89),O(4)           183,191       167,802 

                                                        [Enlarge/Download Table]

        MOST RECENT  MOST RECENT                               UW                          
LOAN #    NOI ($)     NOI DATE    UW NOI ($)  UW NCF ($)  DSCR (1,11)  TITLE TYPE     PML %
------    -------     --------    ----------  ----------  -----------  ----------     -----
                                                                                           
   1     12,169,866    04/30/03   12,939,573  12,537,029      2.44     Fee/Leasehold       
   2      5,489,199    03/31/03   10,382,220   9,548,576      2.49          Fee            
   3      3,153,116    12/31/02    3,405,529   3,330,608      1.35       Leasehold      7.0
   4      3,375,211    12/31/02    3,408,751   3,206,230      1.38          Fee            
   5      3,297,465    12/31/02    3,599,289   3,436,752      1.21          Fee            
   6      3,390,576    11/30/02    2,987,905   2,719,440      1.35          Fee            
   7      2,874,146    02/28/03    2,731,690   2,514,921      1.48          Fee            
   8      2,154,051    02/28/03    2,491,173   2,240,243      1.37          Fee            
   9      2,549,250    12/31/02    2,444,425   2,344,228      1.60          Fee            
  10        465,700    10/31/02    1,981,180   1,936,055      1.32          Fee            
  11      2,268,736    03/31/03    2,580,501   2,240,842      1.51       Leasehold         
  12      2,536,282    12/31/02    2,485,937   2,262,310      1.66          Fee        19.0
  13                               1,955,811   1,877,476      1.47       Leasehold         
  14                               2,048,860   1,887,774      1.46          Fee            
  15      1,986,947    03/30/03    1,784,499   1,666,442      1.46          Fee        16.0
  16      2,416,172    03/31/03    2,163,908   2,008,771      1.53          Fee        10.0
  17      1,702,540    03/31/03    1,761,357   1,583,850      1.46          Fee        19.0
  18      2,019,846    03/31/03    1,947,864   1,756,731      1.52          Fee            
 18.1       466,044    03/31/03      463,045     420,659      1.52          Fee        26.0
 18.2       431,248    03/31/03      396,641     369,422                               18.0
 18.3       297,443    03/31/03      272,168     242,148                               19.0
 18.4       281,677    03/31/03      289,718     257,984                               18.0
 18.5       298,899    03/31/03      276,387     245,107                               19.0
 18.6       244,535    03/31/03      249,905     221,412                               19.0
  19      1,838,146    12/31/02    1,745,621   1,641,514      1.60          Fee        18.0
  20      1,711,716    02/28/03    1,492,214   1,434,614      1.42          Fee            
  21      1,641,182    03/31/03    1,514,186   1,362,370      1.39          Fee        19.0
 21.1       945,507    03/31/03      850,486     755,808                               19.0
 21.2       320,035    03/31/03      307,771     281,656                               19.0
 21.3       282,438    03/31/03      270,493     247,828                               19.0
 21.4        93,202    03/31/03       85,436      77,079                               19.0
  22        691,182    12/31/02    1,543,723   1,355,325      1.50          Fee            
  23      1,809,887    12/31/02    1,444,317   1,296,227      1.45          Fee            
  24      1,370,926    02/28/03    1,348,315   1,214,524      1.53          Fee            
  25         99,738    02/28/03    1,038,600     998,710      1.44          Fee            
  26      1,225,357    03/31/03    1,151,443   1,093,603      1.53          Fee            
  27        849,678    04/30/03      853,962     821,962      1.26          Fee            
  28        786,543    12/31/02      929,584     916,034      1.45          Fee            
  29        984,293    02/28/03      966,199     929,909      1.55          Fee            
  30      1,336,476    12/31/01    1,440,702   1,357,762      2.45          Fee            
  31        545,348    12/31/02      976,350     858,693      1.34          Fee            
  32        849,017    Various     1,234,834   1,125,142      1.72          Fee            
 32.1                                                                                      
 32.2                                                                                      
 32.3                                                                                      
 32.4                                                                                      
  33        894,275    04/30/03      893,560     806,245      1.41          Fee        25.0
  34      1,101,940    04/30/03      985,995     858,941      1.54          Fee            
  35      1,040,714    12/31/02    1,064,381     905,516      1.62          Fee            
  36        724,857    03/31/03      901,257     816,018      1.44          Fee        15.0
  37                                 922,550     860,835      1.43          Fee            
  38        924,486    11/30/02      925,559     818,230      1.39          Fee            
  39        927,367    03/31/03      853,071     768,461      1.37          Fee            
  40      1,173,243    02/28/03    1,008,428     846,559      1.50          Fee            
  41      1,170,564    12/31/02    1,055,795     927,459      1.36          Fee            
  42        787,464    12/31/02      864,149     840,655      1.23          Fee            
  43                                 757,358     726,404      1.42          Fee            
  44                               1,120,741   1,036,269      1.63          Fee            
  45        852,531    12/31/02      926,050     806,902      1.37          Fee            
  46      1,055,502    12/31/02      906,860     750,441      1.48          Fee            
  47        721,596    02/28/03      743,232     671,462      1.35          Fee            
  48      1,146,270    03/31/03    1,009,572     857,959      1.43          Fee            
  49        434,775    12/31/02      678,219     618,214      1.35     Fee/Leasehold    7.0
  50        517,156    12/31/02      562,898     550,648      1.30          Fee            
  51                                 693,031     641,960      1.52          Fee        10.0
  52        837,648    12/31/02      736,340     686,278      1.37          Fee            
  53        592,459    02/28/03      570,516     548,756      1.47          Fee            
  54        869,218    12/31/02      695,578     598,274      1.42          Fee            
  55        773,733    12/31/02      681,383     622,530      1.37          Fee            
  56        603,231    11/30/02      644,281     565,124      1.45          Fee            
  57        675,716    02/28/03      544,723     533,123      1.35          Fee            
 57.1       391,164    02/28/03      324,286     318,386                                   
 57.2       173,349    02/28/03      146,583     142,583                                   
 57.3       111,203    02/28/03       73,854      72,154                                   
  58        548,214    12/31/02      518,122     507,472      1.45          Fee            
  59        684,224    12/31/02      621,643     536,935      1.51          Fee            
  60        510,498    12/31/02      518,420     504,520      1.46          Fee            
  61        772,564    04/30/03      636,426     504,617      1.51          Fee            
  62        496,510    01/31/03      638,281     522,559      1.52          Fee            
  63        518,292    12/31/02      550,026     539,176      1.65          Fee            
  64        534,005    03/31/03      540,371     503,849      1.34          Fee            
  65        378,534    12/31/02      463,985     455,113      1.32          Fee        16.0
  66        650,559    12/31/02      564,079     510,781      1.37          Fee            
  67        340,678    12/31/02      456,579     445,629      1.48          Fee            
 67.1       210,273    12/31/02      298,405     292,305                                   
 67.2       130,405    12/31/02      158,174     153,324                                   
  68        477,037    03/31/03      544,316     472,916      1.55          Fee            
  69        467,076    01/31/03      642,760     555,016      1.47          Fee            
  70        256,405    12/31/02      590,015     531,475      1.32          Fee            
  71        448,176    12/31/02      395,082     393,114      1.39          Fee            
  72        379,495    12/31/02      403,104     388,604      1.46          Fee            
  73        342,797    04/30/03      494,437     423,037      1.61          Fee            
  74        443,287    03/31/03      429,544     412,013      1.44          Fee            
  75                                 426,863     390,829      1.38          Fee            
  76        533,962    12/31/02      529,637     478,265      1.71          Fee            
  77        563,789    12/31/02      551,472     475,351      1.73          Fee            
  78        437,128    01/31/03      447,421     386,331      1.24          Fee            
  79        644,887    03/31/03      613,124     571,254      2.40          Fee        18.0
  80        381,599    05/31/03      368,951     366,778      1.53          Fee            
  81        373,576    12/31/02      354,016     342,016      1.41          Fee            
  82                                 319,731     317,263      1.20          Fee        14.0
  83                                 372,369     334,642      1.54          Fee            
 83.1                                291,592     262,883                                   
 83.2                                 80,778      71,759                                   
  84        407,756    03/31/03      353,777     340,416      1.26          Fee            
  85        170,659    04/30/03      406,025     401,747      1.00          Fee            
  86                                 347,276     340,227      1.46          Fee            
  87        153,582    03/31/03      311,999     290,023      1.42          Fee            
  88        422,926    03/31/04      355,502     349,202      1.75          Fee            
  89        373,829    08/31/02      355,529     348,704      1.27          Fee            
  90        340,155    03/31/03      320,146     304,146      1.57          Fee            
  91        290,279    01/31/03      305,539     283,470      1.36          Fee        16.0
  92        426,669    03/31/03      311,186     303,321      1.24          Fee            
  93        323,285    02/28/03      283,016     273,512      1.51          Fee            
  94        294,000    05/30/03      283,980     281,933      1.52          Fee            
  95                                 302,900     285,320      1.52          Fee            
  96        240,985    12/31/02      255,683     249,383      1.39          Fee            
  97                                 298,852     278,411      1.43          Fee        18.0
  98        403,107    03/31/03      313,957     280,254      1.21       Leasehold         
  99        333,839    03/31/03      309,548     280,366      1.24          Fee            
  100       441,301    03/31/03      309,889     299,724      1.25          Fee            
  101       226,583    03/31/03      271,722     248,860      1.34          Fee        12.0
  102                                390,508     381,938      1.95          Fee            
  103                                275,622     266,058      1.36          Fee            
  104       270,130    12/31/02      244,360     225,515      1.43          Fee            
  105       204,854    02/28/03      228,629     221,379      1.50          Fee            
  106       256,647    12/31/02      233,262     226,152      1.31          Fee            
  107       185,603    03/31/03      254,008     230,130      1.35          Fee        19.0
  108                                256,477     233,822      1.51          Fee            
  109       462,615    03/31/03      398,731     364,977      2.45          Fee            
  110       212,942    04/30/03      257,614     206,359      1.34          Fee            
  111        66,511    12/31/02    2,194,484   2,186,234      19.64         Fee            
  112       249,866    04/30/03      220,409     213,603      1.61          Fee        15.0
  113       281,096    12/31/02      240,124     233,464      1.45          Fee        13.0
  114       239,402    10/31/02      282,234     273,671      1.77          Fee            
  115       289,143    12/31/02      246,064     213,575      1.45          Fee            
  116       180,208    03/31/03      179,323     168,403      1.28          Fee            
  117       266,623    04/30/03      257,936     251,786      2.18          Fee            
  118       164,852    12/31/02      192,926     178,114      1.32          Fee            
  119       219,447    03/31/03      182,514     178,614      1.54          Fee            
  120       171,776    03/31/03      168,308     155,174      1.47          Fee            
  121       179,172    04/30/03      180,186     174,570      1.53          Fee            
  122       163,456    02/28/03      147,804     132,955      1.27          Fee        18.0
  123       221,829    04/30/03      187,543     182,493      1.42          Fee        15.0
  124       150,340    03/31/03      149,279     139,002      1.46          Fee            
  125       181,246    12/31/02      187,328     165,816      1.92          Fee            
  126        95,485    12/31/02      122,770     109,582      1.22          Fee            
  127       147,925    12/30/02      150,744     132,374      1.82          Fee        18.0
  128       167,802    12/31/02      132,960     116,104      1.37          Fee            

                                                        [Enlarge/Download Table]

                                                            UPFRONT ESCROW                                                     
        -----------------------------------------------------------------------------------------------------------------------
        UPFRONT CAPEX    UPFRONT ENG.    UPFRONT ENVIR.     UPFRONT TI/LC      UPFRONT RE TAX    UPFRONT INS.    UPFRONT OTHER 
LOAN #   RESERVE ($)     RESERVE ($)       RESERVE ($)       RESERVE ($)(15)     RESERVE ($)     RESERVE ($)      RESERVE ($)  
------   -----------     -----------       -----------       ---------------     -----------     -----------      -----------  
                                                                                                                               
   1                                                                                                                           
   2                                                                                                                 670,631   
   3                                                                                                                           
   4        342,500          57,500                             325,000             394,516         215,283                    
   5                                           75,500                                85,824          20,641                    
   6          3,151                                             422,917             385,417          29,748        2,500,000   
   7                                                                                 40,400          27,500                    
   8          3,667           2,688                              23,333             258,250          58,494          832,764   
   9          1,512                                              10,417             154,230          43,141                    
  10          2,800          42,500                                                  70,189          40,298        4,258,750   
  11                                                                                328,371           7,405                    
  12          5,785         126,375           380,000           400,000              50,000         154,907                    
  13                                                                                                                           
  14          1,160                                               8,333             121,942          29,452                    
  15                          6,938                                                 107,199          23,044                    
  16                                                                                                                 755,775   
  17                          6,344                                                  16,747          16,389                    
  18          2,021                                              11,458              87,621          25,357        1,118,783   
 18.1           415                                               2,357              19,680           1,186          234,924   
 18.2           190                                               1,072              17,213             586          108,110   
 18.3           365                                               2,067              14,468           4,295          198,460   
 18.4           351                                               1,988              11,974             477          195,823   
 18.5           360                                               2,044              12,550          12,333          196,217   
 18.6           340                                               1,930              11,736           6,480          185,249   
  19                                                                                  8,866                                    
  20                                                                                104,993           4,117                    
  21          2,435                           106,250             9,375              61,276          31,612          824,278   
 21.1         1,578                           106,250             6,081              33,046          18,697          536,546   
 21.2           365                                               1,403              10,366             559          126,372   
 21.3           366                                               1,407              14,098           6,367          120,045   
 21.4           127                                                 484               3,767           5,989           41,314   
  22                         48,063                                                  60,548          11,933                    
  23                                                            125,000             105,863                                    
  24                         60,875                                                                  16,790                    
  25            684                                              77,099              28,500           3,979           50,000   
  26                         19,250                                                  61,850          23,676                    
  27                                                                                 77,544           5,349                    
  28                         14,063                                                  73,500                                    
  29          3,024                                                                                  17,027           19,167   
  30                                                                                                                           
  31                                                                                 56,750          30,110                    
  32          1,583          75,116                             226,151             149,228          18,184          481,174   
 32.1           382                                             114,495              39,638           3,601          275,000   
 32.2           477          52,288                                                  25,493           6,458          203,973   
 32.3           372           9,750                             111,656              57,739           2,600                    
 32.4           352          13,078                                                  26,359           5,525            2,201   
  33                                                            100,000              48,005          29,059                    
  34                         40,904                             150,000              32,869           5,207           71,311   
  35                                                                                 54,262          22,677                    
  36                                                                                 19,504           4,296           23,397   
  37                                                                                109,250          16,571           23,440   
  38                          8,800                              25,000              41,799           6,811                    
  39          2,333          51,375                              54,625              74,100           6,997                    
  40                         62,500                                                  73,390          30,644                    
  41         25,000                                                                  46,169           9,242           50,000   
  42                                                                                 39,612           8,408                    
  43            573                                                                  18,403           1,797           12,500   
  44            998                                                                  40,250          17,396          153,000   
  45         15,000                                             250,000                                                        
  46          2,750          40,188            85,000           158,333              78,400          12,484          577,875   
  47            859           2,344                              42,500              74,700          26,061                    
  48          7,053         187,605                             509,169             150,431                           30,542   
  49                         18,438                                                  36,584           6,720                    
  50          1,021                                                                  21,897          26,030           30,000   
  51                                                                                 15,409           3,718          211,786   
  52                                                                                                                           
  53                         62,500                                                  99,762           3,861                    
  54                        900,356                                                  80,961          97,697                    
  55                                                                                                                           
  56                          6,375                                                  41,176           2,501                    
  57            967         109,689                                                   7,432          11,624            4,409   
 57.1           492             313                                                   1,791           6,955            2,477   
 57.2           333         108,438                                                   3,071           3,109            1,282   
 57.3           142             938                                                   2,571           1,560              650   
  58                                                                                 39,854                                    
  59                                                                                                  2,739                    
  60                                                                                 70,902                                    
  61                                                                                 25,000          19,011                    
  62                                                            100,000              57,366          11,567                    
  63                                                                                 30,044                                    
  64                                                             52,000              47,147           8,330                    
  65            174                                                 500               5,785           9,796                    
  66                         26,400                                                                                            
  67            913          10,000                                                  11,742           4,117        1,130,793   
 67.1           508           6,250                                                   6,467           2,492        1,129,585   
 67.2           404           3,750                                                   5,275           1,625            1,208   
  68                                                                                 73,927          21,888                    
  69                                                                                                                  31,402   
  70                                           12,000                                38,435           7,257                    
  71                                                                                                                           
  72         13,750                                                                   8,917                                    
  73          5,950                                                                  24,500          10,219          200,000   
  74                                                                                 50,000          11,684                    
  75          1,065                                                                  22,491          10,227                    
  76          1,240                                               4,167              14,687           2,306          100,000   
  77          1,157                                               5,785                              20,105                    
  78                                                             90,000              43,402           8,043                    
  79                                                                                                                           
  80                                                                                                                           
  81         24,000          37,500                                                  18,714           1,279                    
  82                                                                                                                           
  83            686                                                                  29,496          10,537                    
 83.1           512                                                                  24,060           7,394                    
 83.2           174                                                                   5,436           3,142                    
  84            718                                               1,250              19,633           8,671                    
  85                            625                                                  33,084           2,213                    
  86                                                                                                                           
  87          2,050          97,500                                                  40,733          40,541           70,000   
  88                          9,313                                                  15,910           4,873                    
  89                                                                                                                           
  90                                                                                 17,570          12,246                    
  91            343                                               2,083              19,051           7,712                    
  92                                                                                 44,109           1,347                    
  93                                                                                 52,349           4,097                    
  94                                                                                                                           
  95            229                                               1,500              15,538           5,204          180,274   
  96                                                                                 46,057                                    
  97            359           2,500                                                                                            
  98                                                             20,964              19,229           1,449                    
  99                                                             10,000              15,455           1,607                    
  100                       347,344                                                  75,577           1,339                    
  101                         5,125                                                   9,140           6,363                    
  102                                                                                                   970                    
  103                                                                                                                          
  104                         1,358                                                  22,083           1,865                    
  105           483                                                                  30,080           6,565                    
  106                                                                                                                          
  107                        83,438                                                   6,584           4,363                    
  108                         9,188                                                  33,586           3,382                    
  109                                                                                                 4,682                    
  110                                                            40,000              16,382           3,635           40,000   
  111                        37,188                                                                                            
  112                                                                                11,751           4,020                    
  113                                                                                 4,188           1,405                    
  114                                                                                 9,132           8,298                    
  115                                                                                 5,877           1,793                    
  116                                                                                 7,947          13,537                    
  117                                                                                14,455             875                    
  118                                                                                10,340           1,300                    
  119                        45,194                                                  19,446           1,019                    
  120                                                                                 7,914           6,511           31,395   
  121                                                                                 9,067           7,099                    
  122                         7,031                              20,368               5,413           1,003                    
  123        10,100                                                                  10,592             324                    
  124                                                                                 7,143           4,572           23,400   
  125                                                 75,000(LOC)                     9,793             584                    
  126                                                                                13,936                                    
  127                                                                                 8,485           2,323                    
  128                        17,490                                                                                            

                                                        [Enlarge/Download Table]

                                                         MONTHLY ESCROW                                               
        --------------------------------------------------------------------------------------------------------------
        MONTHLY CAPEX    MONTHLY ENVIR.      MONTHLY TI/LC         MONTHLY RE TAX       MONTHLY INS.    MONTHLY OTHER 
LOAN #   RESERVE ($)       RESERVE ($)        RESERVE ($)            RESERVE ($)        RESERVE ($)    RESERVE ($)(16)
------   -----------       -----------        -----------            -----------        -----------    ---------------
                                                                                                                      
   1                                                                                                                  
   2                                                                                                                  
   3          1,500                                                                                                   
   4          3,300                                                      78,903             18,456                    
   5                                                                      9,536              5,160                    
   6          3,151                               22,917                 77,083              2,704                    
   7            993                                                      40,400              2,500                    
   8          3,667                               23,333                 23,199              4,500                    
   9          1,512                               10,417                 77,115              6,725                    
  10          2,800                                                       5,399              3,358                    
  11          2,738                               33,333                117,540              2,468                    
  12          5,785                                                      16,667             12,553                    
  13                                                                                                                  
  14          1,160                                8,333                 13,073              2,266                    
  15          2,262                                8,843                 26,800              2,095                    
  16          4,905                               14,714                                                       5,360  
  17          3,941                               11,026                 16,747              3,278                    
  18          2,021                               11,458                 12,517              2,298             1,679  
 18.1           415                                2,357                  2,811                 85               663  
 18.2           190                                1,072                  2,459                 42               524  
 18.3           365                                2,067                  2,067                510                    
 18.4           351                                1,988                  1,711                 34               493  
 18.5           360                                2,044                  1,793                881                    
 18.6           340                                1,930                  1,677                747                    
  19          2,270                                6,400                  8,866                                       
  20          4,800                                                      26,248              2,058                    
  21          2,435                                9,375                  8,754              2,583             4,406  
 21.1         1,578                                6,081                  4,721              1,335             4,406  
 21.2           365                                1,403                  1,481                 40                    
 21.3           366                                1,407                  2,014                620                    
 21.4           127                                  484                    538                587                    
  22                                               4,167                 20,183              2,983                    
  23            675                                8,500                 21,173                                       
  24          2,230                                                      15,454              2,798                    
  25            684                                                       7,125              1,326                    
  26          2,415                                                      12,511              2,152                    
  27          2,667                                                       9,693              1,783                    
  28          1,198                                                      17,357                                       
  29          3,024                                                                          1,676                    
  30                                                                                                                  
  31            547                               10,000                 18,917              2,509                    
  32          1,583                               12,456                 16,581              4,311                    
 32.1           382                                3,180                  4,404              1,125                    
 32.2           477                                3,973                  2,833              1,722                    
 32.3           372                                3,102                  6,415                614                    
 32.4           352                                2,201                  2,929                850                    
  33          3,070                                6,000                  9,601              4,106                    
  34          1,404                               11,250                 16,435              1,736                    
  35            625                               11,250                 18,087              2,520                    
  36            903                                5,117                  9,752              2,148                    
  37            120                                5,000                 13,656              2,071                    
  38          1,190                                4,167                 20,899              3,405                    
  39          2,333                                4,625                  8,233              1,166                    
  40          2,280                               10,833                 10,484              5,107                    
  41                                                                     15,390              3,081                    
  42            826                                1,119                    845                934                    
  43            573                                                       2,300                397                    
  44            998                                                      13,417              1,249                    
  45                                                                                                                  
  46          2,750                                8,333                 22,747              3,121                    
  47            859                                7,500                  8,302              1,886                    
  48          7,053                                9,169                 15,043                                       
  49            584                                4,425                  7,317              1,680                    
  50          1,021                                                       4,379              2,169                    
  51            245                                2,500                  2,568              1,239                    
  52                                                                                                                  
  53          1,813                                                      13,974                351                    
  54          1,962                                2,500                 11,566              8,094                    
  55                                                                                                                  
  56          1,847                                4,706                  8,235              2,501                    
  57            967                                                       1,858              2,031                    
 57.1           492                                                         448              1,215                    
 57.2           333                                                         768                543                    
 57.3           142                                                         643                273                    
  58            888                                                       6,172                                       
  59                                                                                                                  
  60          1,158                                                       7,090                                       
  61          2,212                                8,792                  8,333              2,716                    
  62          1,269                                7,613                  8,195              1,285                    
  63            904                                                       5,007                                       
  64          2,083                                                       4,715                926                    
  65            174                                  500                  1,157                754                    
  66                                                                                                                  
  67            913                                                       2,936                317                    
 67.1           508                                                       1,617                192                    
 67.2           404                                                       1,319                125                    
  68          4,005                                                      10,561              5,472                    
  69                                                                                                           6,250  
  70          1,749                                                       4,331              2,590                    
  71                                                                                                                  
  72          1,208                                                       2,972                                       
  73          5,950                                                       4,083              3,125                    
  74                                                                      5,000              1,168                    
  75          1,065                                                       7,497              2,557                    
  76          1,240                                4,167                  1,836                371                    
  77          1,157                                5,785                  7,989              1,547            31,957  
  78          1,396                                                       8,680                                       
  79                                                                                                                  
  80                                                                                                                  
  81          1,000                                                       3,743                320                    
  82            206                                                                                                   
  83            686                                                       9,832                811                    
 83.1           512                                                       8,020                569                    
 83.2           174                                                       1,812                242                    
  84            718                                1,250                  2,454                723                    
  85            357                                                       4,726                443                    
  86            137                                  451                                                              
  87          2,050                                                       4,073              3,686                    
  88            439                                   86                  2,679                812                    
  89                                                                                                                  
  90          1,333                                                       2,196              1,225                    
  91            343                                2,083                  3,810              1,285                    
  92            658                                                       8,822                                       
  93            792                                                       6,544              1,024                    
  94                                                                                                                  
  95            229                                1,500                  1,942                520                    
  96            525                                                       5,757                                       
  97            359                                                                                                   
  98            437                                                       3,205                181                    
  99                                                                      3,091                                       
  100                                                                    10,258                335                    
  101         1,905                                                       3,047              1,591                    
  102           129                                                                            323                    
  103           191                                                                                                   
  104           189                                1,310                  4,417                311                    
  105           483                                                       2,735                657                    
  106           136                                  456                                                              
  107           491                                1,498                  1,317                873                    
  108           763                                1,555                  4,198                846                    
  109                                                                       929                572                    
  110           523                                1,000                  3,276                454                    
  111                                                                                                                 
  112           567                                                       2,350                402                    
  113                                                                     2,094                468                    
  114                                                                     3,024                592                    
  115         1,504                                3,008                  2,939                896                    
  116           910                                                       2,649              1,626                    
  117           513                                                       3,614                292                    
  118           148                                1,086                  1,149                325                    
  119           264                                                       1,840                113                    
  120            94                                                       1,979                814                    
  121                                                                     3,023                507                    
  122           388                                  849                  1,804                334                    
  123                                                                     2,118                324                    
  124            84                                                       1,191                508                    
  125           276                                                       1,037                195                    
  126           161                                                       1,991                                       
  127           223                                1,286                  1,697                211                    
  128                                                                                                                 

                                                        [Enlarge/Download Table]

                                               LARGEST TENANT                                                             
                ------------------------------------------------------------------------------------------------------    
        SINGLE                                                                                                 LEASE      
LOAN #  TENANT  LARGEST TENANT                                                             UNIT SIZE        EXPIRATION    
------  ------  --------------                                                             ---------        ----------    
                                                                                                                          
   1            J.C. Penney                                                                  203,235         09/30/16     
   2            S1, Inc.                                                                     184,435         08/31/11     
   3     Yes    International Paper                                                          214,060         04/30/17     
   4            TJ Maxx                                                                       78,823         11/30/12     
   5            Linens 'N Things                                                              35,273         01/31/12     
   6            The LZA Group, Inc./The Thornton Thomasetti Group                             39,976         01/31/06     
   7            The Gap                                                                       11,500         01/31/10     
   8            Citizens Bank                                                                 27,023         04/30/19     
   9            NWL of Northern Blvd, Inc.                                                    60,820         01/31/09     
  10                                                                                                                      
  11            1-800-FLOWERS                                                                 77,398         05/31/05     
  12            Valley Sporting Goods                                                         37,157         07/31/07     
  13     Yes    Pier One                                                                     783,804         05/31/18     
  14     Yes    International Business Machines Corporation                                  139,195         04/30/13     
  15            Family Fitness Center                                                         19,140         10/31/13     
  16     Yes    Amazon.com, Inc.                                                             588,560         08/26/09     
  17            Surf Hardware International USA                                               10,080         03/31/04     
  18                                                                                                                      
 18.1           Torrance Discount Store                                                        5,100         04/30/07     
 18.2           Medical Clinic                                                                 3,120         04/30/06     
 18.3           Professional Business Services, Inc.                                           2,700         07/31/26     
 18.4           College Community Services                                                     3,000         06/30/03     
 18.5           Salcedo Meat Market                                                            3,600         06/30/03     
 18.6           Hip Hop Connection                                                             4,330         04/30/06     
  19            Food 4 Less                                                                   54,930         09/01/20     
  20                                                                                                                      
  21                                                                                                                      
 21.1           Nguyen                                                                        23,500         04/30/12     
 21.2           Mootoo                                                                         3,720         09/30/03     
 21.3           SmileCare Dental                                                               5,564         05/31/08     
 21.4           Atlantic Laundromat                                                            4,300         12/31/09     
  22            USI Northeast, Inc.                                                           54,397         05/31/08     
  23            First Union                                                                   62,246         06/30/30     
  24            Hobby Lobby                                                                   64,264         11/30/14     
  25            Bashas                                                                        54,398         12/31/22     
  26            Cub Foods                                                                     76,486         01/31/13     
  27                                                                                                                      
  28                                                                                                                      
  29                                                                                                                      
  30            Kroger                                                                        57,603         08/31/15     
  31            Campbell Soup Company                                                         35,350         02/28/08     
  32                                                                                                                      
 32.1           Healthfirst Medical Group                                                      9,121         06/30/15     
 32.2           Dollar General                                                                10,800         10/31/04     
 32.3           Healthfirst Medical Group                                                     14,959    10/31/06; 06/30/15
 32.4           Healthfirst Medical Group                                                      8,673         06/30/15     
  33            Alamitos Auto Parts                                                            6,075         12/31/03     
  34            Qualcare                                                                      56,650         01/31/08     
  35            Media Loft                                                                    35,066         06/30/06     
  36            Corona Orthopedic                                                              8,220         02/06/04     
  37            Ultimate Electronics                                                          31,000         02/28/18     
  38            H.E.B. Pantry Foods                                                           30,658         04/30/14     
  39            Food Lion                                                                     47,415         03/31/17     
  40            Spectrum Human Services                                                       15,010         09/30/05     
  41            Hobby Lobby                                                                   56,828         01/31/08     
  42            Winn-Dixie                                                                    54,000         06/25/21     
  43            Winn Dixie                                                                    45,802         05/14/23     
  44     Yes    LVMH Watch & Jewelry USA                                                      59,884         12/31/17     
  45            Media Play                                                                    46,026         01/31/06     
  46            Misys International Banking Systems                                           44,550         09/30/06     
  47            Delta-T Group, Inc.                                                           18,576         07/31/09     
  48            Libbey Glass, Inc.                                                           750,606         02/28/05     
  49            County of Sacramento                                                          20,908         01/16/11     
  50                                                                                                                      
  51            Wells Fargo, N.A.                                                              4,039         11/30/12     
  52     Yes    Roundy's, Inc.                                                               111,250         12/31/16     
  53                                                                                                                      
  54            Community Supermarket                                                         30,000         05/28/07     
  55     Yes    Roundy's, Inc.                                                               130,785         04/30/16     
  56            Big Lots                                                                      42,112         01/31/07     
  57                                                                                                                      
 57.1                                                                                                                     
 57.2                                                                                                                     
 57.3                                                                                                                     
  58                                                                                                                      
  59            Canon Information Technology                                                  64,894         12/31/09     
  60                                                                                                                      
  61            City of Tucson Environmental                                                  18,607         09/30/05     
  62            Farmers                                                                       17,793         11/30/07     
  63                                                                                                                      
  64            Staples                                                                       24,417         11/30/14     
  65            Sav-On Drug Store                                                             14,882         11/30/26     
  66     Yes    Roundy's, Inc.                                                                95,176         03/01/15     
  67                                                                                                                      
 67.1                                                                                                                     
 67.2                                                                                                                     
  68                                                                                                                      
  69            Maddin, Hauser, Wartell, Roth                                                 27,995         10/31/08     
  70            Harrisburg Community College                                                  55,025         12/31/13     
  71     Yes    Walgreens                                                                     13,125         12/31/27     
  72                                                                                                                      
  73                                                                                                                      
  74                                                                                                                      
  75     Yes    American Standard, Inc.                                                       53,226         02/28/18     
  76            Airborne Express, Inc.                                                        35,360         04/30/07     
  77            Quality Resources, Inc.                                                       15,449         04/30/05     
  78            Kroger                                                                        50,923         10/16/11     
  79            Dr. Daniel Wallace                                                             4,969         12/31/10     
  80     Yes    Walgreens                                                                     14,490         02/28/27     
  81                                                                                                                      
  82     Yes    Sav-On                                                                        16,457         01/31/28     
  83     Yes                                                                                                              
 83.1    Yes    Jupiter Hills, Inc.                                                           61,462         09/30/07     
 83.2    Yes    Falcon Packaging Corporation                                                  20,864         07/31/07     
  84            Food Lion                                                                     29,000         11/03/18     
  85     Yes    State of Michigan - Family Independence Agency                                28,524         10/31/12     
  86     Yes    Eckerd                                                                        10,908         07/21/21     
  87                                                                                                                      
  88                                                                                                                      
  89     Yes    Eckerd                                                                        11,200         08/16/24     
  90                                                                                                                      
  91            Day & Night Copy Center                                                        4,520         01/31/09     
  92                                                                                                                      
  93                                                                                                                      
  94     Yes    Walgreens                                                                     13,650         10/31/27     
  95            David's Bridal                                                                10,069         10/31/12     
  96                                                                                                                      
  97     Yes    Valu Plus Food Warehouse                                                      43,130         06/30/20     
  98            Outback                                                                        6,440         12/10/04     
  99            Driver's Edge                                                                  7,218         09/30/04     
  100                                                                                                                     
  101                                                                                                                     
  102    Yes    Walgreens                                                                     14,050         03/31/23     
  103    Yes    Walgreens                                                                     14,490         04/30/23     
  104           AOR Management                                                                 8,819         09/30/09     
  105                                                                                                                     
  106    Yes    Eckerd                                                                        10,908         01/13/20     
  107           BN Builders, Inc.                                                              4,300         04/30/05     
  108           Carol Burgess, MD/ Jose M David, MD/ Graham Fitz, MD/ Charles Trout, MD        9,593         04/30/23     
  109           Dollar Tree                                                                    5,530         06/30/07     
  110           IPI Grammtech                                                                 13,696         08/31/05     
  111                                                                                                                     
  112                                                                                                                     
  113                                                                                                                     
  114                                                                                                                     
  115           Tractor Supply Company                                                        33,878         04/30/10     
  116                                                                                                                     
  117                                                                                                                     
  118           Hollywood Entertainment Corp.                                                  5,120         03/28/10     
  119                                                                                                                     
  120           Schlotzsky's                                                                   3,445         06/30/08     
  121                                                                                                                     
  122           Wine Club                                                                      5,590         03/31/05     
  123                                                                                                                     
  124           Rent 2 Own - Xentco, Inc.                                                      3,100         10/31/06     
  125           Homestead Trading Co.                                                         15,470         07/31/06     
  126           Samuel & Company                                                               3,520         04/30/12     
  127           Apricot Designs Inc.                                                           6,115         04/01/04     
  128           United Cerebral Palsy                                                          8,212         09/30/06     

                                                        [Enlarge/Download Table]

                                                   2ND LARGEST TENANT                                                    
        ----------------------------------------------------------------------------------------------------------       
                                                                                                           LEASE         
LOAN #  2ND LARGEST TENANT                                                            UNIT SIZE         EXPIRATION       
------  ------------------                                                            ---------         ----------       
                                                                                                                         
   1    Dilliard's Women                                                                138,409          07/31/05        
   2    Towers Perrin Forster & Crosby, Inc.                                            101,076          08/31/12        
   3                                                                                                                     
   4    Publix Supermarkets, Inc.                                                        42,112          05/04/08        
   5    Circuit City                                                                     35,250          06/19/16        
   6    Jack Morton Productions                                                          31,730          06/30/05        
   7    Anthropologie, Inc.                                                              11,463          01/31/12        
   8    Pachulski, Stang, Ziehl                                                          23,707          04/30/06        
   9    Toys R' Us                                                                       40,834          01/31/16        
  10                                                                                                                     
  11    USA - Gen Serv Admin                                                             14,843          04/26/07        
  12    Phillips Lighting & Home Inc.                                                    28,500          09/30/12        
  13                                                                                                                     
  14                                                                                                                     
  15    Delta Environmental                                                               8,852     04/30/07; 06/30/04   
  16                                                                                                                     
  17    JD Machine                                                                        4,680          05/31/05        
  18                                                                                                                     
 18.1   Car Stereo Expo                                                                   4,585          10/31/05        
 18.2   Sepehr Katiraie Medical Inc.                                                      1,562          06/30/03        
 18.3   Medical Clinic                                                                    2,626          08/31/03        
 18.4   First Legacy Real Estate                                                          2,786             MTM          
 18.5   Baik                                                                              2,400          12/31/07        
 18.6   Creative Options Plus, Inc.                                                       3,630          02/28/06        
  19    Staples                                                                          23,200          02/28/11        
  20                                                                                                                     
  21                                                                                                                     
 21.1   Emerald Bay Restaurant                                                            7,940          09/30/04        
 21.2   Mother's Nutritional Center                                                       2,880          10/31/04        
 21.3   Outsource International                                                           2,340          06/30/03        
 21.4   Yun                                                                               2,250          12/31/03        
  22    Chas H. Sells, Inc.                                                              18,173          02/28/10        
  23    RL Brown                                                                         13,357          06/30/11        
  24    Books A Million                                                                  21,295          01/31/13        
  25    Pure Beauty                                                                       2,600          02/28/13        
  26    Petco Animal Supplies                                                            37,202          01/31/14        
  27                                                                                                                     
  28                                                                                                                     
  29                                                                                                                     
  30    CVS                                                                              10,500          12/31/05        
  31    Innovative Software Solutions                                                    13,632          05/31/07        
  32                                                                                                                     
 32.1   Sportherapy                                                                       4,267          09/29/12        
 32.2   Healthfirst Medical Group                                                         7,700          06/30/15        
 32.3   Sportherapy                                                                       4,466          03/31/04        
 32.4   Easter Seals                                                                      6,840          01/31/08        
  33    Kevin McKinney & Company                                                          4,450          06/30/05        
  34    NCS Technologies                                                                 14,061          08/31/05        
  35    Search Institute                                                                 30,863          01/31/12        
  36    Citrus Valley Urgent Care                                                         5,798          03/31/06        
  37    Inspirations, Inc. dba Luxury of Leather                                          5,157          06/30/13        
  38    75 % off Books                                                                   10,168          12/31/12        
  39    Marshalls                                                                        36,197          07/31/08        
  40    Zamler Mellen & Shifman                                                          13,154          02/28/05        
  41    Hancock Fabrics, Inc.                                                            15,000          11/30/17        
  42    Mr. Rich Cleaves                                                                  3,150          11/30/06        
  43    First Citizens Bank and Trust Company (Ground Lease)                                      09/30/23 (Ground Lease)
  44                                                                                                                     
  45    Mary Jo's Cloth Store, Inc.                                                      32,000          12/31/06        
  46    New York State General Services                                                   7,510          08/31/04        
  47    Main Line Health Inc.                                                            16,000          08/31/08        
  48    Land O' Lake                                                                     51,611          08/31/04        
  49    Somach, Simmons & Dunn                                                           11,486          08/31/09        
  50                                                                                                                     
  51    The Golden One Credit Union                                                       3,510          12/31/07        
  52                                                                                                                     
  53                                                                                                                     
  54    Foot Locker                                                                      18,500          01/31/10        
  55                                                                                                                     
  56    Sale Fare.com                                                                    11,300          12/31/06        
  57                                                                                                                     
 57.1                                                                                                                    
 57.2                                                                                                                    
 57.3                                                                                                                    
  58                                                                                                                     
  59    Lab Corporation of America Holdings                                              16,424          09/30/07        
  60                                                                                                                     
  61    Pima County Waste Water                                                          10,452          09/30/05        
  62    Kvaerner                                                                         13,253          08/31/03        
  63                                                                                                                     
  64    Spec                                                                              3,587          09/30/04        
  65    Hair Salon                                                                        1,200          09/30/07        
  66                                                                                                                     
  67                                                                                                                     
 67.1                                                                                                                    
 67.2                                                                                                                    
  68                                                                                                                     
  69    The Farbman Group                                                                15,278          10/31/08        
  70    Othropedic and Sports Physical Therapy                                            8,726          12/31/08        
  71                                                                                                                     
  72                                                                                                                     
  73                                                                                                                     
  74                                                                                                                     
  75                                                                                                                     
  76    Exterior Systems, Inc.                                                           22,900          10/31/06        
  77    National Properties Trust, Inc.                                                  14,661          12/31/13        
  78    Big Bob's Carpet                                                                 10,350          12/31/04        
  79    Dr. Allan Metzger                                                                 3,955          12/31/05        
  80                                                                                                                     
  81                                                                                                                     
  82                                                                                                                     
  83                                                                                                                     
 83.1                                                                                                                    
 83.2                                                                                                                    
  84    CVS                                                                               8,775          11/30/13        
  85                                                                                                                     
  86                                                                                                                     
  87                                                                                                                     
  88                                                                                                                     
  89                                                                                                                     
  90                                                                                                                     
  91    Peking Deli                                                                       1,580          12/31/08        
  92                                                                                                                     
  93                                                                                                                     
  94                                                                                                                     
  95    Panera Bread                                                                      4,515          10/31/12        
  96                                                                                                                     
  97                                                                                                                     
  98    Turtle's Nest                                                                     3,162          9/31/2007       
  99    Texas Cheer, Inc.                                                                 6,200          08/31/03        
  100                                                                                                                    
  101                                                                                                                    
  102                                                                                                                    
  103                                                                                                                    
  104   Fountains Retirement                                                              3,423          09/30/08        
  105                                                                                                                    
  106                                                                                                                    
  107   Rumsey Engineering, Inc.                                                          4,152          01/31/05        
  108   Stefan Swicker, MD/ Denise Letteriello, DO                                        4,668          04/30/23        
  109   Blockbuster, Inc.                                                                 5,200          01/31/12        
  110   USAA                                                                              6,416          08/31/04        
  111                                                                                                                    
  112                                                                                                                    
  113                                                                                                                    
  114                                                                                                                    
  115   Big Lots                                                                         30,000          01/31/07        
  116                                                                                                                    
  117                                                                                                                    
  118   Papa John's USA, Inc.                                                             1,290          03/31/07        
  119                                                                                                                    
  120   Telecorp Communications                                                           2,340          09/30/07        
  121                                                                                                                    
  122   Carpetville                                                                       4,810          11/30/05        
  123                                                                                                                    
  124   Payless Shoesource, Inc.                                                          2,795          11/30/11        
  125   OK New York, LLC                                                                 10,252          01/31/06        
  126   Whitehead Properties, Inc.                                                        1,945          05/31/05        
  127   Occidental Insurance                                                              5,956          09/01/05        
  128   Tri-City National Bank                                                            6,437          03/31/10        

                                                        [Enlarge/Download Table]

                                              3RD LARGEST TENANT                                                
        ----------------------------------------------------------------------------------------------          
                                                                                               LEASE            
LOAN #  3RD LARGEST TENANT                                                      UNIT SIZE   EXPIRATION  LOAN NO.
------  ------------------                                                      ---------   ----------  --------
                                                                                                                
   1    Dilliard's                                                                125,241    01/31/08      1    
   2    BBDO Worldwide Inc.                                                        68,000    11/30/11      2    
   3                                                                                                       3    
   4    Harcourt General, Inc.                                                     32,368    01/31/09      4    
   5    Wild Oats Markets Inc.                                                     28,489    04/30/22      5    
   6    Jack Lalanne                                                               25,000    1/1/2016      6    
   7    Pier 1 Imports                                                              9,460    02/28/12      7    
   8    Morgan Stanley                                                             22,358    08/31/13      8    
   9    Davids Bridal                                                              13,314    10/31/09      9    
  10                                                                                                       10   
  11    Volt Information Services, Inc.                                            12,463    06/30/04      11   
  12    Keller's                                                                   16,500    06/30/04      12   
  13                                                                                                       13   
  14                                                                                                       14   
  15    Staar Surgical                                                              6,164    04/30/06      15   
  16                                                                                                       16   
  17    Devereux Foundation                                                         4,674    09/09/04      17   
  18                                                                                                       18   
 18.1   Baby's Nutrition                                                            3,100    05/31/04     18.1  
 18.2   Bancomer Transfer Service                                                   1,539    11/30/05     18.2  
 18.3   Fantastic Burger                                                            2,625    04/30/06     18.3  
 18.4   El Torito Market                                                            2,000       MTM       18.4  
 18.5   Elliot Liquor Store                                                         1,800    10/31/13     18.5  
 18.6   Discount Market                                                             3,000    08/01/07     18.6  
  19    Beverly Fabrics                                                            14,200    12/15/03      19   
  20                                                                                                       20   
  21                                                                                                       21   
 21.1   Picnic Garden                                                               7,674    12/31/10     21.1  
 21.2   Pena                                                                        2,500    01/31/05     21.2  
 21.3   Wausau Mortgage Corporation                                                 2,240    01/31/04     21.3  
 21.4                                                                                                     21.4  
  22    Duane Morris, LLP                                                           7,628    07/31/08      22   
  23    McCurdy & Candler                                                           9,026    12/31/05      23   
  24    CVS                                                                        16,160    09/30/07      24   
  25    G.P. Fitness and Wellness                                                   2,400    05/31/08      25   
  26    Bear's Car Wash & Detail Center                                            10,770    02/28/11      26   
  27                                                                                                       27   
  28                                                                                                       28   
  29                                                                                                       29   
  30    Paulson's Audio                                                             9,300    10/31/06      30   
  31    US Department of Labor                                                      6,000    08/31/06      31   
  32                                                                                                       32   
 32.1   Oxford Learning Center                                                      2,509    03/31/08     32.1  
 32.2   Sportherapy                                                                 4,050    10/31/10     32.2  
 32.3   Texas Department of Transportation                                          3,634    12/31/03     32.3  
 32.4   Sante Rehabilitation                                                        2,806    01/31/08     32.4  
  33    Independent Car Service                                                     3,400    02/29/04      33   
  34    Modis                                                                       7,215    08/31/03      34   
  35    Magnetic Poetry                                                            24,640    02/29/08      35   
  36    Rancho Physical Therapy                                                     5,132    04/30/08      36   
  37    Richard Chung dba Jamaican Tan                                              5,157    03/31/08      37   
  38    El Palenque Mexican Restaurant                                              5,585    06/30/04      38   
  39    Omega Sports                                                               15,800    04/30/05      39   
  40    Votech Educations Systems                                                   9,824    06/30/04      40   
  41    Tuesday Morning                                                             8,770    08/31/12      41   
  42    Starbucks                                                                   2,250    05/31/11      42   
  43                                                                                                       43   
  44                                                                                                       44   
  45    Harris Teeter, Inc                                                         29,700    06/30/14      45   
  46    Claude P. Priolet, P.C.                                                     4,305    12/31/04      46   
  47    Stanley Kaplan Education                                                    6,500    01/31/08      47   
  48    Graphic Sciences, Inc.                                                     23,481    10/31/03      48   
  49    James Banks                                                                 7,992    02/28/10      49   
  50                                                                                                       50   
  51    Steven W. Frank, DDS                                                        2,323    05/31/08      51   
  52                                                                                                       52   
  53                                                                                                       53   
  54    Ashley Stewart                                                              8,400    01/31/04      54   
  55                                                                                                       55   
  56    Wood World                                                                 10,455    10/31/07      56   
  57                                                                                                       57   
 57.1                                                                                                     57.1  
 57.2                                                                                                     57.2  
 57.3                                                                                                     57.3  
  58                                                                                                       58   
  59                                                                                                       59   
  60                                                                                                       60   
  61    AZ Dept of Economic                                                         8,727    08/31/03      61   
  62    Gulfwest                                                                    9,373    03/31/07      62   
  63                                                                                                       63   
  64    Blockbuster                                                                 2,989    12/31/04      64   
  65    The Embroidery Stop                                                         1,200    10/31/07      65   
  66                                                                                                       66   
  67                                                                                                       67   
 67.1                                                                                                     67.1  
 67.2                                                                                                     67.2  
  68                                                                                                       68   
  69    Wineman & Komer Building Co.                                                3,863    10/31/08      69   
  70    A.C.C.E.S.S., Inc.                                                          7,000    07/31/04      70   
  71                                                                                                       71   
  72                                                                                                       72   
  73                                                                                                       73   
  74                                                                                                       74   
  75                                                                                                       75   
  76    Cintas Corp.                                                               12,900    09/30/07      76   
  77    Opinicus Corporation                                                        9,518    11/30/04      77   
  78    Dollar General                                                              9,770    09/30/04      78   
  79    Dr. Thomas Sokol, Dr. Beth Moore, and Dr. David Rosenfield                  3,920    12/31/05      79   
  80                                                                                                       80   
  81                                                                                                       81   
  82                                                                                                       82   
  83                                                                                                       83   
 83.1                                                                                                     83.1  
 83.2                                                                                                     83.2  
  84    Movie Gallery                                                               4,000    10/31/03      84   
  85                                                                                                       85   
  86                                                                                                       86   
  87                                                                                                       87   
  88                                                                                                       88   
  89                                                                                                       89   
  90                                                                                                       90   
  91    School Connection                                                           1,530    01/31/04      91   
  92                                                                                                       92   
  93                                                                                                       93   
  94                                                                                                       94   
  95    After Hours                                                                 2,000    05/31/13      95   
  96                                                                                                       96   
  97                                                                                                       97   
  98    Golf USA                                                                    3,000    04/30/07      98   
  99    Business Hygiene                                                            5,040    08/31/03      99   
  100                                                                                                     100   
  101                                                                                                     101   
  102                                                                                                     102   
  103                                                                                                     103   
  104   Urological Associates                                                       2,714    09/30/08     104   
  105                                                                                                     105   
  106                                                                                                     106   
  107   Aegis                                                                       4,014    10/31/07     107   
  108   Michael Gardner, MD/ William Kowal, MD                                      4,172    04/30/23     108   
  109   Party Emporium                                                              3,710    11/30/05     109   
  110   Salix Medical, Inc.                                                         4,904    08/31/07     110   
  111                                                                                                     111   
  112                                                                                                     112   
  113                                                                                                     113   
  114                                                                                                     114   
  115   Family Dollar                                                               8,320    12/31/06     115   
  116                                                                                                     116   
  117                                                                                                     117   
  118   Fair's TV Furniture & Appliance                                             1,280    09/30/07     118   
  119                                                                                                     119   
  120   Orthodontic Centers of TX, Inc                                              2,200    04/30/07     120   
  121                                                                                                     121   
  122   Care Free Water                                                             2,448    07/31/03     122   
  123                                                                                                     123   
  124   Gamestop, Inc.                                                              1,560    02/28/08     124   
  125   Price Breakers, Inc.                                                       10,252    10/31/06     125   
  126   Lou Schaeffer & Tom Rutten                                                  1,896    06/30/04     126   
  127   DCTS                                                                        1,915    05/01/04     127   
  128                                                                                                     128   

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FOOTNOTES TO ANNEX A-1

(1)  With respect to cross-collateralized and cross-defaulted mortgage loans,   
   the UW DSCR, Maturity LTV, and Current LTV are calculated on an aggregate
basis.                                                                

(2)  For mortgage loans secured by multiple Mortgaged Properties, the mortgage  
   loan's Current Balance is allocated to the respective Mortgage Properties
based on the mortgage loan documentation or the Mortgage Loan Seller's
determination of the appropriate allocation.                          

(3)  Each number identifies a group of cross-collateralized, cross-defaulted    
mortgage loans.                                                       

(4)  Each number identifies a group of related borrowers.                       

(5)  For each Mortgage Loan, the excess of the related Mortgage Rate over the   
   related Servicing Fee Rate and the Trustee Fee Rate (together, the "Admin
Fee Rate").                                                           

(6)  With respect to the Battlefield Mall loan (Loan Number 1) and the One      
Alliance Center loan, (Loan Number 2), debt service reflects the first
   principal and interest payment made on the senior component. Please refer
to Annex B-1 and B-2 for the complete amortization schedules.         

(7)  For ARD Loans, calculated as of the related Anticipated Repayment Date.    

(8)  Loan Numbers 1,5,10,28,58,60,61,63,72 and 96 is interest only for the first
 24,10,6,24,24,24,12,24,24 and 24 months respectively. As of the Cut-Off
Date, Loan Numbers 1,5,10,28,58,60,61,63,72 and 96 has                
23,7,0,21,21,21,10,21,21 and 21 months remaining in the interest-only 
    period, respectively; Annual Debt Service and UW DSCR was calculated based
     upon the monthly payments after the expiration of the interest-only period.

Loan Number 111 is interest only loans for it's full term with no     
amortization.                                                         

(9)  For ARD Loans, the related Anticipated Repayment Date.                     

(10) The "L" component of the prepayment provision represents remaining lockout 
payments.                                                             

(11) Calculated as the ratio of UW NCF to the Annual Debt Service.              

    The UW DSCR for the Battlefield Mall loan and the One Alliance Center loan
    was calculated based on the first principal and interest payment made into
the trust during the term of the Loan.                                

The UW DSCR for the Azure Creek loan (Loan Number 27) was calculated  
assuming that a $1,000,000 letter of credit was applied to paydown the
 principal balance. The UW DSCR excluding the letter of credit is 1.13x.

(12) The Monthly Debt Service for Loan Number 111 (interest-only loan), is      
  calculated as 1/12th of the product of (I) the Current Balance, (ii) the
Interest Rate %, and (iii) 365/360.                                   

(13) The Annual Debt Service is calculated by multiplying the Monthly Debt      
Service by 12.                                                        

 A-1-3

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                                                                       ANNEX A-2

                                         CUT-OFF DATE BALANCES

                                                        [Enlarge/Download Table]

                                                                                      WEIGHTED AVERAGES                       
                                                                   ---------------------------------------------------------- 
                                         AGGREGATE         % OF                   STATED                CUT-OFF               
                          NUMBER OF       CUT-OFF        INITIAL                 REMAINING                DATE     LTV RATIO  
                          MORTGAGE         DATE            POOL      MORTGAGE      TERM         UW        LTV         AT      
CUT-OFF DATE BALANCES      LOANS          BALANCE        BALANCE       RATE      (MOS.)(1)     DSCR      RATIO     MATURITY(1)
------------------------  ---------  ------------------  --------- ------------- ----------  ---------  ---------  ---------- 
                                                                                                                              
$899,055 - $1,999,999           17         $24,898,261       2.4%       6.1096%     121       1.54x        67.5%       50.0%  
$2,000,000 - $2,999,999         24          59,944,059        5.7        5.7888     134       2.07x         67.4        46.7  
$3,000,000 - $3,999,999         15          52,770,514        5.1        5.6595     128       1.50x         71.8        51.0  
$4,000,000 - $4,999,999         11          50,721,901        4.9        5.5916     128       1.44x         75.6        56.0  
$5,000,000 - $6,999,999         14          79,190,977        7.6        5.7229     117       1.42x         71.6        58.0  
$7,000,000 - $9,999,999         22         182,140,584       17.5        5.7427     128       1.50x         73.8        56.2  
$10,000,000 - $14,999,999        7          89,058,073        8.5        5.7134     116       1.48x         76.7        63.9  
$15,000,000 - $24,999,999       12         229,703,785       22.0        5.7910     118       1.49x         74.9        62.4  
$25,000,000 - $49,999,999        4         127,458,719       12.2        5.8449     156       1.32x         76.1        46.8  
$50,000,000 - $85,000,000        2         146,930,576       14.1        4.5941     119       2.46x         50.9        42.8  
                          ---------  ------------------  --------- ------------- ----------  ---------  ---------  ---------- 
TOTAL                          128      $1,042,817,449     100.0%       5.5998%     126       1.63X        70.6%       54.4%  
                          =========  ==================  ========= ============= ==========  =========  =========  ========== 

----------                                                                      
(1) Calculated with respect to the respective Anticipated Repayment Date for the
ARD Loans.                                                                      

                                        MORTGAGE RATES

                                                        [Enlarge/Download Table]

                                                                                      WEIGHTED AVERAGES                       
                                                                   ---------------------------------------------------------- 
                                         AGGREGATE         % OF                   STATED                CUT-OFF               
                          NUMBER OF       CUT-OFF        INITIAL                 REMAINING                DATE     LTV RATIO  
                          MORTGAGE         DATE            POOL      MORTGAGE      TERM         UW        LTV         AT      
MORTGAGE RATES             LOANS          BALANCE        BALANCE       RATE      (MOS.)(1)     DSCR      RATIO     MATURITY(1)
------------------------  ---------  ------------------  --------- ------------- ----------  ---------  ---------  ---------- 
                                                                                                                              
4.5317% - 4.9999%                3        $155,930,576      15.0%       4.5950%     119       2.46x        51.1%       42.8%  
5.0000% - 5.4999%               32         195,547,310       18.8        5.3143     117       1.71x         74.6        61.2  
5.5000% - 5.9999%               56         485,618,318       46.6        5.7640     124       1.45x         74.4        59.3  
6.0000% - 6.4999%               28         176,621,318       16.9        6.1573     144       1.37x         73.6        45.9  
6.5000% - 7.4200%                9          29,099,928        2.8        6.7790     151       1.40x         68.1        39.1  
                          ---------  ------------------  --------- ------------- ----------  ---------  ---------  ---------- 
TOTAL                          128      $1,042,817,449     100.0%       5.5998%     126       1.63X        70.6%       54.4%  
                          =========  ==================  ========= ============= ==========  =========  =========  ========== 

----------                                                                      
(1) Calculated with respect to the respective Anticipated Repayment Date for the
ARD Loans.                                                                      

                                       ORIGINAL TERM TO MATURITY IN MONTHS

                                                        [Enlarge/Download Table]

                                                                                      WEIGHTED AVERAGES                       
                                                                   ---------------------------------------------------------- 
                                         AGGREGATE         % OF                   STATED                CUT-OFF               
                          NUMBER OF       CUT-OFF        INITIAL                 REMAINING                DATE     LTV RATIO  
ORIGINAL TERM TO          MORTGAGE         DATE            POOL      MORTGAGE      TERM         UW        LTV         AT      
MATURITY IN MONTHS(1)      LOANS          BALANCE        BALANCE       RATE      (MOS.)(1)     DSCR      RATIO     MATURITY(1)
------------------------  ---------  ------------------  --------- ------------- ----------  ---------  ---------  ---------- 
                                                                                                                              
60 - 110                         5         $13,087,829       1.3%       5.3875%     75        1.63x        68.2%       61.0%  
111 - 120                      105         878,574,702       84.3        5.5345     117       1.64x         70.1        57.9  
121 - 240                       18         151,154,918       14.5        5.9977     183       1.57x         73.8        33.0  
                          ---------  ------------------  --------- ------------- ----------  ---------  ---------  ---------- 
TOTAL                          128      $1,042,817,449     100.0%       5.5998%     126       1.63X        70.6%       54.4%  
                          =========  ==================  ========= ============= ==========  =========  =========  ========== 

----------                                                                      
(1) Calculated with respect to the respective Anticipated Repayment Date for the
ARD Loans.                                                                      

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                                        REMAINING TERM TO MATURITY IN MONTHS

                                                        [Enlarge/Download Table]

                                                                                      WEIGHTED AVERAGES                       
                                                                   ---------------------------------------------------------- 
                                         AGGREGATE         % OF                   STATED                CUT-OFF               
                          NUMBER OF       CUT-OFF        INITIAL                 REMAINING                DATE     LTV RATIO  
REMAINING TERM TO         MORTGAGE         DATE            POOL      MORTGAGE      TERM         UW        LTV         AT      
MATURITY IN MONTHS(1)      LOANS          BALANCE        BALANCE       RATE      (MOS.)(1)     DSCR      RATIO     MATURITY(1)
------------------------  ---------  ------------------  --------- ------------- ----------  ---------  ---------  ---------- 
                                                                                                                              
57 - 110                         5         $13,087,829       1.3%       5.3875%     75        1.63x        68.2%       61.0%  
111 - 120                      106         898,814,702       86.2        5.5461     117       1.64x         70.3        58.1  
121 - 240                       17         130,914,918       12.6        5.9896     192       1.61x         72.9        27.6  
                          ---------  ------------------  --------- ------------- ----------  ---------  ---------  ---------- 
TOTAL                          128      $1,042,817,449     100.0%       5.5998%     126       1.63X        70.6%       54.4%  
                          =========  ==================  ========= ============= ==========  =========  =========  ========== 

----------                                                                      
(1) Calculated with respect to the respective Anticipated Repayment Date for the
ARD Loans.                                                                      

                                       ORIGINAL AMORTIZATION TERM IN MONTHS(1)

                                                        [Enlarge/Download Table]

                                                                                      WEIGHTED AVERAGES                       
                                                                   ---------------------------------------------------------- 
                                         AGGREGATE         % OF                   STATED                CUT-OFF               
                          NUMBER OF       CUT-OFF        INITIAL                 REMAINING                DATE     LTV RATIO  
ORIGINAL AMORTIZATION     MORTGAGE         DATE            POOL      MORTGAGE      TERM         UW        LTV         AT      
TERM IN MONTHS(2)          LOANS          BALANCE        BALANCE       RATE      (MOS.)(2)     DSCR      RATIO     MATURITY(2)
------------------------  ---------  ------------------  --------- ------------- ----------  ---------  ---------  ---------- 
                                                                                                                              
120 - 180                        2          $4,404,853       0.4%       5.2365%     136       1.12x        69.6%        0.6%  
181 - 240                       20         106,096,247       10.2        5.9440     187       1.32x         70.4        17.8  
241 - 300                       24         113,826,834       10.9        6.0118     120       1.46x         71.9        55.4  
331 - 360                       81         816,489,517       78.4        5.4999     119       1.66x         70.7        59.4  
                          ---------  ------------------  --------- ------------- ----------  ---------  ---------  ---------- 
TOTAL                          127      $1,040,817,449     100.0%       5.6000%     126       1.60X        70.8%       54.4%  
                          =========  ==================  ========= ============= ==========  =========  =========  ========== 

----------                                                                      
(1) Does not include the mortgage loan that is interest-only for its entire     
term.                                                                   
(2) Calculated with respect to the respective Anticipated Repayment Date for    
the ARD Loans.                                                          

                                        REMAINING AMORTIZATION TERM IN MONTHS(1)

                                                        [Enlarge/Download Table]

                                                                                      WEIGHTED AVERAGES                       
                                                                   ---------------------------------------------------------- 
                                         AGGREGATE         % OF                   STATED                CUT-OFF               
                          NUMBER OF       CUT-OFF        INITIAL                 REMAINING                DATE     LTV RATIO  
REMAINING AMORTIZATION    MORTGAGE         DATE            POOL      MORTGAGE      TERM         UW        LTV         AT      
TERM IN MONTHS(2)          LOANS          BALANCE        BALANCE       RATE      (MOS.)(2)     DSCR      RATIO     MATURITY(2)
------------------------  ---------  ------------------  --------- ------------- ----------  ---------  ---------  ---------- 
                                                                                                                              
118 - 180                        2          $4,404,853       0.4%       5.2365%     136       1.12x        69.6%        0.6%  
181 - 240                       20         106,096,247       10.2        5.9440     187       1.32x         70.4        17.8  
241 - 300                       24         113,826,834       10.9        6.0118     120       1.46x         71.9        55.4  
331 - 360                       81         816,489,517       78.4        5.4999     119       1.66x         70.7        59.4  
                          ---------  ------------------  --------- ------------- ----------  ---------  ---------  ---------- 
TOTAL                          127      $1,040,817,449     100.0%       5.6000%     126       1.60X        70.8%       54.4%  
                          =========  ==================  ========= ============= ==========  =========  =========  ========== 

----------                                                                      
(1) Does not include the mortgage loan that is interest-only for its entire     
term.                                                                   
(2) Calculated with respect to the respective Anticipated Repayment Date for    
the ARD Loans.                                                          

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                                        AMORTIZATION TYPES

                                                        [Enlarge/Download Table]

                                                                                      WEIGHTED AVERAGES                       
                                                                   ---------------------------------------------------------- 
                                         AGGREGATE         % OF                   STATED                CUT-OFF               
                          NUMBER OF       CUT-OFF        INITIAL                 REMAINING                DATE     LTV RATIO  
                          MORTGAGE         DATE            POOL      MORTGAGE      TERM         UW        LTV         AT      
AMORTIZATION TYPES         LOANS          BALANCE        BALANCE       RATE      (MOS.)(3)     DSCR      RATIO     MATURITY(3)
------------------------  ---------  ------------------  --------- ------------- ----------  ---------  ---------  ---------- 
                                                                                                                              
Balloon Loans(1)                90        $600,685,908      57.6%       5.6271%     118       1.59x        71.0%       57.9%  
ARD Loans                       19         254,509,584       24.4        5.8228     126       1.43x         76.1        61.8  
Partial Interest-Only            8         121,550,000       11.7        4.7605     118       2.15x         57.7        49.7  
Fully Amortizing                10          64,071,957        6.1        6.0541     222       1.27x         72.5         1.5  
Interest Only(2)                 1           2,000,000        0.2        5.4900     177       19.64x         6.5         6.5  
                          ---------  ------------------  --------- ------------- ----------  ---------  ---------  ---------- 
TOTAL                          128      $1,042,817,449     100.0%       5.5998%     126       1.63X        70.6%       54.4%  
                          =========  ==================  ========= ============= ==========  =========  =========  ========== 

----------                                                                      
(1) Excludes the mortgage loans which pay interest-only for a portion of their  
term.                                                                   
(2) The mortgage loan provides for monthly payments of interest-only for a      
period of 180 months of the entire term of the mortgage loan and the    
payment of the entire principal amount of the mortgage loan at maturity.
(3) Calculated with respect to the respective Anticipated Repayment Date for the
ARD Loans.                                                              

                          UNDERWRITTEN CASH FLOW DEBT SERVICE COVERAGE RATIOS(1)

                                                        [Enlarge/Download Table]

                                                                                      WEIGHTED AVERAGES                       
                                                                   ---------------------------------------------------------- 
UNDERWRITTEN                             AGGREGATE         % OF                   STATED                CUT-OFF               
CASH FLOW                 NUMBER OF       CUT-OFF        INITIAL                 REMAINING                DATE     LTV RATIO  
DEBT SERVICE              MORTGAGE         DATE            POOL      MORTGAGE      TERM         UW        LTV         AT      
COVERAGE RATIOS            LOANS          BALANCE        BALANCE       RATE      (MOS.)(2)     DSCR      RATIO     MATURITY(2)
------------------------  ---------  ------------------  --------- ------------- ----------  ---------  ---------  ---------- 
                                                                                                                              
1.20x - 1.29x                   14         $76,053,936       7.3%       6.1223%     188       1.23x        74.5%       20.6%  
1.30x - 1.34x                   10          57,996,812        5.6        5.9870     127       1.32x         77.1        60.1  
1.35x - 1.39x                   22         217,194,816       20.9        5.8200     130       1.37x         74.8        58.0  
1.40x - 1.44x                   14          85,879,281        8.3        5.8094     119       1.43x         74.4        61.3  
1.45x - 1.49x                   20         166,784,791       16.0        5.6372     117       1.46x         76.0        63.8  
1.50x - 1.69x                   32         244,534,521       23.5        5.6896     117       1.56x         73.4        60.8  
1.70x - 1.99x                    8          25,979,712        2.5        5.7170     129       1.76x         64.7        49.0  
2.00x - 2.99x                    6         163,279,650       15.7        4.6355     118       2.46x         51.0        42.8  
3.00x - 19.64x                   1           2,000,000        0.2        5.4900     177       19.64x         6.5         6.5  
                          ---------  ------------------  --------- ------------- ----------  ---------  ---------  ---------- 
TOTAL                          127      $1,039,703,520     100.0%       5.6013%     126       1.64X        70.6%       54.5%  
                          =========  ==================  ========= ============= ==========  =========  =========  ========== 

----------                                                                      
(1) Excludes the 1 mortgage loan, representing approximately 0.3% of the        
   aggregate principal balance of the pool of mortgage loans as of the cut-off
date that is a credit tenant lease (CTL) loan.                          
(2) Calculated with respect to the respective Anticipated Repayment Date for the
ARD Loans.                                                              

                                         CUT-OFF DATE LTV RATIOS

                                                        [Enlarge/Download Table]

                                                                                      WEIGHTED AVERAGES                       
                                                                   ---------------------------------------------------------- 
                                         AGGREGATE         % OF                   STATED                CUT-OFF               
                          NUMBER OF       CUT-OFF        INITIAL                 REMAINING                DATE     LTV RATIO  
CUT-OFF DATE              MORTGAGE         DATE            POOL      MORTGAGE      TERM         UW        LTV         AT      
LTV RATIOS                 LOANS          BALANCE        BALANCE       RATE      (MOS.)(1)     DSCR      RATIO     MATURITY(1)
------------------------  ---------  ------------------  --------- ------------- ----------  ---------  ---------  ---------- 
                                                                                                                              
6.5% - 49.9%                     5         $95,059,280       9.1%       4.6328%     122       2.79x        47.7%       40.0%  
50.0% - 59.9%                    9          87,540,384        8.4        5.0244     123       2.30x         54.5        42.3  
60.0% - 64.9%                    9          51,928,414        5.0        5.9446     113       1.51x         63.3        48.0  
65.0% - 69.9%                   13          48,177,161        4.6        5.8327     148       1.45x         68.6        41.1  
70.0% - 74.9%                   44         304,176,999       29.2        5.8079     122       1.47x         73.2        58.5  
75.0% - 80.0%                   48         455,935,211       43.7        5.7092     130       1.41x         77.9        59.0  
                          ---------  ------------------  --------- ------------- ----------  ---------  ---------  ---------- 
TOTAL                          128      $1,042,817,449     100.0%       5.5998%     126       1.63X        70.6%       54.4%  
                          =========  ==================  ========= ============= ==========  =========  =========  ========== 

----------                                                                      
(1) Calculated with respect to the respective Anticipated Repayment Date for the
ARD Loans.                                                              

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                                        MATURITY DATE LTV RATIOS(1)(2)

                                                        [Enlarge/Download Table]

                                                                                      WEIGHTED AVERAGES                       
                                                                   ---------------------------------------------------------- 
                                         AGGREGATE         % OF                   STATED                CUT-OFF               
                          NUMBER OF       CUT-OFF        INITIAL                 REMAINING                DATE     LTV RATIO  
MATURITY DATE             MORTGAGE         DATE            POOL      MORTGAGE      TERM         UW        LTV         AT      
LTV RATIOS                 LOANS          BALANCE        BALANCE       RATE      (MOS.)(2)     DSCR      RATIO     MATURITY(2)
------------------------  ---------  ------------------  --------- ------------- ----------  ---------  ---------  ---------- 
                                                                                                                              
6.5% - 29.9%                     6         $16,794,678       1.7%       5.8251%     167       3.44x        62.6%       26.0%  
30.0% - 49.9%                   17         205,735,487       21.0        4.9154     118       2.25x         53.8        43.1  
50.0% - 59.9%                   30         190,750,022       19.5        5.8806     128       1.47x         71.7        56.4  
60.0% - 64.9%                   36         316,757,627       32.4        5.6879     117       1.47x         74.5        62.7  
65.0% - 69.9%                   27         242,426,801       24.8        5.7154     118       1.43x         78.9        66.9  
70.0% - 72.0%                    2           6,280,877        0.6        5.3523     69        1.45x         77.6        70.9  
                          ---------  ------------------  --------- ------------- ----------  ---------  ---------  ---------- 
TOTAL                          118        $978,745,492     100.0%       5.5701%     120       1.66X        70.5%       57.8%  
                          =========  ==================  ========= ============= ==========  =========  =========  ========== 

----------                                                                      
(1) Calculated with respect to the respective Anticipated Repayment Date for    
the ARD Loans.                                                          
(2) Excludes fully amortizing mortgage loans.                                   

                                         TYPE OF MORTGAGED PROPERTIES(1)

                                                        [Enlarge/Download Table]

                                                                           WEIGHTED AVERAGES          
                                                                   -----------------------------------
                                       AGGREGATE % OF    CUT-OFF                                      
                          NUMBER OF       CUT-OFF        INITIAL                   DATE               
                          MORTGAGE         DATE            POOL         UW          LTV               
PROPERTY TYPE             PROPERTIES      BALANCE        BALANCE       DSCR        RATIO     OCCUPANCY
------------------------  ---------  ------------------  --------- ------------- ----------  ---------
                                                                                                      
RETAIL                                                                                                
   Anchored                     34        $291,413,182      27.9%     1.46x          73.8%      97.0% 
   Regional Mall                 1          85,000,000        8.2     2.44x           48.9       96.9 
   Unanchored                   23          72,817,964        7.0     1.48x           72.2       96.8 
   Shadow Anchored               2           8,612,567        0.8     1.52x           70.1       97.9 
                          ---------  ------------------  --------- ------------- ----------  ---------
SUBTOTAL                        60        $457,843,713      43.9%     1.65x          68.9%      97.0% 

OFFICE                                                                                                
   Suburban                     21        $171,428,299      16.4%     1.47x          73.6%      96.0% 
   CBD                           8         147,951,626       14.2     1.86x           66.0       94.3 
                          ---------  ------------------  --------- ------------- ----------  ---------
SUBTOTAL                        29        $319,379,925      30.6%     1.65x          70.1%      95.2% 

INDUSTRIAL                                                                                            
   Flex                         10         $70,967,266       6.8%     1.47x          74.7%      96.6% 
   Warehouse/Distribution        5          30,636,165        2.9     1.49x           70.7      100.0 
                          ---------  ------------------  --------- ------------- ----------  ---------
SUBTOTAL                        15        $101,603,431       9.7%     1.47x          73.5%      97.6% 

MULTIFAMILY                                                                                           
   Mid/High Rise                 6         $39,814,141       3.8%     1.39x          78.0%      97.6% 
   Garden                        7          38,979,232        3.7     1.41x           76.0       94.1 
   Co-op                         1           2,000,000        0.2     19.64x           6.5      100.0 
                          ---------  ------------------  --------- ------------- ----------  ---------
SUBTOTAL                        14         $80,793,374       7.7%     1.85x          75.2%      96.0% 

MANUFACTURED HOUSING            20         $71,318,635       6.8%     1.49x          76.0%      94.5% 

SELF STORAGE                     4          $8,085,293       0.8%     1.46x          69.0%      94.5% 

MIXED USE                        1          $3,793,079       0.4%     1.73x          61.5%      94.5% 
                          ---------  ------------------  --------- ------------- ----------  ---------
TOTAL                          143      $1,042,817,449     100.0%     1.63X          70.6%      96.2% 
                          =========  ==================  ========= ============= ==========  =========

----------                                                                      
(1)  Because this table is presented at the Mortgage Property level, balances   
     and weighted averages are based on allocated loan amounts (allocated by the
   appraised value for the Mortgaged Property or as stated in the respective
  mortgage loan documentation) for mortgage loans secured by more than one
  Mortgaged Property. As a result, the weighted averages presented in this
     table may deviate slightly from weighted averages presented at the mortgage
loan level in other tables in this prospectus supplement.             

                                       A-2-4

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                                        MORTGAGED PROPERTIES BY STATE(1)

                                                        [Enlarge/Download Table]

                                                                                      WEIGHTED AVERAGES                       
                                                                   ---------------------------------------------------------- 
                                         AGGREGATE         % OF                   STATED                CUT-OFF               
                          NUMBER OF       CUT-OFF        INITIAL                 REMAINING                DATE     LTV RATIO  
                          MORTGAGE         DATE            POOL      MORTGAGE      TERM         UW        LTV         AT      
STATE                     PROPERTIES      BALANCE        BALANCE       RATE      (MOS.)(2)     DSCR      RATIO     MATURITY(2)
------------------------  ---------  ------------------  --------- ------------- ----------  ---------  ---------  ---------- 
                                                                                                                              
California                      30        $152,624,381      14.6%       5.7202%     117       1.50x        72.5%       59.3%  
New York                         9         103,442,075        9.9        5.6889     117       1.82x         71.5        59.9  
Georgia                          5          96,563,469        9.3        5.0866     118       2.13x         61.6        51.2  
Missouri                         1          85,000,000        8.2        4.5317     119       2.44x         48.9        41.9  
New Jersey                       9          66,257,462        6.4        5.5770     118       1.46x         73.8        60.3  
Pennsylvania                     6          60,798,558        5.8        5.9021     127       1.39x         78.5        62.7  
Texas                           16          58,777,077        5.6        5.8851     143       1.45x         73.8        49.1  
Florida                          9          55,216,905        5.3        5.8778     112       1.44x         74.3        63.2  
Tennessee                        4          51,649,534        5.0        5.8927     154       1.38x         77.0        57.6  
Kentucky                         2          38,797,870        3.7        6.0650     225       1.21x         77.3         1.6  
North Carolina                   7          37,196,908        3.6        5.9689     128       1.42x         76.1        58.1  
Michigan                         6          34,521,740        3.3        5.2272     118       1.70x         70.7        51.6  
Arizona                          6          31,937,453        3.1        5.7984     122       1.41x         74.7        61.5  
Delaware                         1          22,956,879        2.2        5.8900     118       1.37x         79.7        67.5  
Ohio                             2          18,854,549        1.8        5.5305     117       1.41x         77.0        64.6  
Colorado                         5          18,803,361        1.8        5.7371     116       1.48x         72.9        60.1  
Wisconsin                        4          16,947,932        1.6        5.5500     117       1.37x         64.6        41.9  
Nevada                           1          16,700,000        1.6        6.1600     132       1.53x         73.2        54.8  
Louisiana                        3          14,505,327        1.4        6.5136     113       1.57x         62.0        49.7  
Illinois                         3          11,542,567        1.1        5.5826     163       1.55x         69.5        49.6  
Montana                          1           9,030,949        0.9        5.2500     119       1.55x         78.5        65.2  
Minnesota                        1           8,183,367        0.8        5.5300     118       1.62x         70.5        59.1  
Massachusettes                   3           7,588,902        0.7        5.2152     119       1.59x         75.7        62.8  
Virginia                         1           5,239,166        0.5        5.4500     118       1.51x         74.8        62.6  
Iowa                             1           4,000,000        0.4        5.2900     117       1.46x         80.0        69.7  
Maryland                         2           3,832,446        0.4        5.8926     116       1.42x         75.1        61.4  
South Dakota                     1           3,490,171        0.3        5.6100     78        1.41x         77.6        70.0  
Oklahoma                         1           2,780,000        0.3        5.3230     120       1.52x         71.8        59.7  
Indiana                          1           2,240,755        0.2        6.1200     238       1.36x         59.0         1.5  
New Hampshire                    1           1,697,851        0.2        6.0500     119       1.28x         77.2        60.0  
Idaho                            1           1,639,795        0.2        5.7500     114       2.18x         56.5        47.9  
                          ---------  ------------------  --------- ------------- ----------  ---------  ---------  ---------- 
TOTAL                          143      $1,042,817,449     100.0%       5.5998%     126       1.63X        70.6%       54.4%  
                          =========  ==================  ========= ============= ==========  =========  =========  ========== 

----------                                                                      
(1)  Because this table is presented at the Mortgage Property level, balances   
     and weighted averages are based on allocated loan amounts (allocated by the
   appraised value for the Mortgaged Property or as stated in the respective
  mortgage loan documentation) for mortgage loans secured by more than one
  Mortgaged Property. As a result, the weighted averages presented in this
     table may deviate slightly from weighted averages presented at the mortgage
loan level in other tables in this prospectus supplement.             
(2)  Calculated with respect to the respective Anticipated Repayment Date for   
the ARD Loans.                                                        

                                       A-2-5

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                                         CURRENT OCCUPANCY RATES (1),(2)

                                                        [Enlarge/Download Table]

                                                                                      WEIGHTED AVERAGES                       
                                                                   ---------------------------------------------------------- 
                                         AGGREGATE         % OF                   STATED                CUT-OFF               
                          NUMBER OF       CUT-OFF        INITIAL                 REMAINING                DATE     LTV RATIO  
CURRENT                   MORTGAGE         DATE            POOL      MORTGAGE      TERM         UW        LTV         AT      
OCCUPANY RATES            PROPERTIES      BALANCE        BALANCE       RATE      (MOS.)(3)     DSCR      RATIO     MATURITY(3)
------------------------  ---------  ------------------  --------- ------------- ----------  ---------  ---------  ---------- 
                                                                                                                              
74.7 - 85.0                      4         $30,778,320       3.0%       6.2230%     108       1.47x        66.9%       56.4%  
85.1 - 90.0                      9          73,774,023        7.1        5.9410     117       1.51x         73.5        62.4  
90.1 - 95.0                     24         222,780,490       21.4        5.3820     123       1.74x         70.2        56.0  
95.1 - 100.0                   106         715,484,616       68.6        5.6050     129       1.62x         70.6        52.9  
                          ---------  ------------------  --------- ------------- ----------  ---------  ---------  ---------- 
TOTAL                          143      $1,042,817,449     100.0%       5.6000%     126       1.63X        70.6%       54.4%  
                          =========  ==================  ========= ============= ==========  =========  =========  ========== 

----------                                                                      
(1)  Current occupancy rates have been calculated in this table based upon rent 
    rolls made available to the applicable Mortgage Loan Seller by the related
borrwers as of the dates set forth on Annex A to this prospectus      
supplement.                                                           
(2)  Because this table is presented at the Mortgage Property level, balances   
     and weighted averages are based on allocated loan amounts (allocated by the
   appraised value for the Mortgaged Property or as stated in the respective
  mortgage loan documentation) for mortgage loans secured by more than one
  Mortgaged Property. As a result, the weighted averages presented in this
     table may deviate slightly from weighted averages presented at the mortgage
loan level in other tables in this prospectus supplement.             
(3)  Calculated with respect to the respective Anticipated Repayment Date for   
the ARD Loans.                                                        

                                        YEARS BUILT/RENOVATED(1),(2)

                                                        [Enlarge/Download Table]

                                                                                      WEIGHTED AVERAGES                       
                                                                   ---------------------------------------------------------- 
                                         AGGREGATE         % OF                   STATED                CUT-OFF               
                          NUMBER OF       CUT-OFF        INITIAL                 REMAINING                DATE     LTV RATIO  
YEARS                     MORTGAGE         DATE            POOL      MORTGAGE      TERM         UW        LTV         AT      
BUILT/RENOVATED           PROPERTIES      BALANCE        BALANCE       RATE      (MOS.)(3)     DSCR      RATIO     MATURITY(3)
------------------------  ---------  ------------------  --------- ------------- ----------  ---------  ---------  ---------- 
                                                                                                                              
1950 - 1959                      3          $8,015,000       0.8%       5.5224%     119       1.41x        74.5%       59.9%  
1960 - 1969                      5          16,740,673        1.6        5.9640     100       1.38x         72.4        58.8  
1970 - 1979                     11          39,862,627        3.8        5.5243     142       1.45x         74.8        51.3  
1980 - 1989                     31         164,009,496       15.7        5.8254     116       1.49x         72.5        59.7  
1990 - 1999                     34         286,903,170       27.5        5.3210     124       1.76x         66.6        52.3  
2000 - 2003                     59         527,286,483       50.6        5.6767     131       1.64x         71.8        53.8  
                          ---------  ------------------  --------- ------------- ----------  ---------  ---------  ---------- 
TOTAL                          143      $1,042,817,449     100.0%       5.5998%     126       1.63X        70.6%       54.4%  
                          =========  ==================  ========= ============= ==========  =========  =========  ========== 

----------                                                                      
(1)  Range of Years Built/Renovated references the earlier of the year built or 
  with respect to renovated properties, the year of the most recent recent
renovation date with respect to each Mortgaged Property.              
(2)  Because this table is presented at the Mortgage Property level, balances   
     and weighted averages are based on allocated loan amounts (allocated by the
   appraised value for the Mortgaged Property or as stated in the respective
  mortgage loan documentation) for mortgage loans secured by more than one
  Mortgaged Property. As a result, the weighted averages presented in this
     table may deviate slightly from weighted averages presented at the mortgage
loan level in other tables in this prospectus supplement.             
(3)  Calculated with respect to the respective Anticipated Repayment Date for   
the ARD Loans.                                                        

                                         PREPAYMENT PROTECTION

                                                        [Enlarge/Download Table]

                                                                                      WEIGHTED AVERAGES                       
                                                                   ---------------------------------------------------------- 
                                         AGGREGATE         % OF                   STATED                CUT-OFF               
                          NUMBER OF       CUT-OFF        INITIAL                 REMAINING                DATE     LTV RATIO  
                          MORTGAGE         DATE            POOL      MORTGAGE      TERM         UW        LTV         AT      
PREPAYMENT PROTECTION      LOANS          BALANCE        BALANCE       RATE      (MOS.)(1)     DSCR      RATIO     MATURITY(1)
------------------------  ---------  ------------------  --------- ------------- ----------  ---------  ---------  ---------- 
                                                                                                                              
Defeasance                     122      $1,008,640,340      96.7%       5.6054%     125       1.63x        70.8%       54.9%  
Yield Maintenance                6          34,177,110        3.3        5.4346     154       1.73x         64.7        36.8  
                          ---------  ------------------  --------- ------------- ----------  ---------  ---------  ---------- 
TOTAL                          128      $1,042,817,449     100.0%       5.5998%     126       1.63X        70.6%       54.4%  
                          =========  ==================  ========= ============= ==========  =========  =========  ========== 

----------                                                                      
(1) Calculated with respect to the respective Anticipated Repayment Date for the
ARD Loans.                                                              

                                         A-2-6

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                                                                                                              ANNEX B-1 

                                        ALLIANCE CENTER LOAN AMORTIZATION SCHEDULE                                      
                                        ------------------------------------------                                      

          ALLIANCE CENTER POOLED COMPONENT                                 ALLIANCE CENTER NON-POOLED COMPONENT         
          --------------------------------                                 ------------------------------------         

                                              TOTAL                                                             TOTAL   
DATE     INTEREST ($)    PRINCIPAL ($)      PAYMENT ($)          DATE       INTEREST ($)    PRINCIPAL ($)    PAYMENT ($)
----     ------------    -------------      -----------          ----       ------------    -------------    -----------
                                                                                                                        
 8/1/03         0.00             0.00             0.00            8/1/03           0.00             0.00           0.00 
 9/1/03   249,564.22        69,709.79       319,274.01            9/1/03      37,939.87         8,994.81      46,934.68 
10/1/03   241,241.91        78,201.58       319,443.49           10/1/03      36,674.68        10,090.53      46,765.21 
11/1/03   248,968.18        70,317.97       319,286.15           11/1/03      37,849.26         9,073.29      46,922.55 
12/1/03   240,662.72        78,792.57       319,455.29           12/1/03      36,586.63        10,166.78      46,753.41 
 1/1/04   248,367.30        70,931.09       319,298.39            1/1/04      37,757.91         9,152.40      46,910.31 
 2/1/04   248,081.47        71,222.74       319,304.21            2/1/04      37,714.46         9,190.03      46,904.49 
 3/1/04   231,807.72        87,827.90       319,635.62            3/1/04      35,240.45        11,332.63      46,573.08 
 4/1/04   247,440.53        71,876.73       319,317.26            4/1/04      37,617.02         9,274.42      46,891.44 
 5/1/04   239,178.28        80,307.24       319,485.52            5/1/04      36,360.96        10,362.22      46,723.18 
 6/1/04   246,827.27        72,502.48       319,329.75            6/1/04      37,523.79         9,355.16      46,878.95 
 7/1/04   238,582.36        80,915.29       319,497.65            7/1/04      36,270.36        10,440.68      46,711.04 
 8/1/04   246,209.04        73,133.30       319,342.34            8/1/04      37,429.80         9,436.56      46,866.36 
 9/1/04   245,914.33        73,434.01       319,348.34            9/1/04      37,385.00         9,475.36      46,860.36 
10/1/04   237,695.23        81,820.49       319,515.72           10/1/04      36,135.50        10,557.48      46,692.98 
11/1/04   245,288.69        74,072.39       319,361.08           11/1/04      37,289.89         9,557.73      46,847.62 
12/1/04   237,087.29        82,440.81       319,528.10           12/1/04      36,043.08        10,637.52      46,680.60 
 1/1/05   244,657.98        74,715.94       319,373.92            1/1/05      37,194.01         9,640.77      46,834.78 
 2/1/05   244,356.90        75,023.16       319,380.06            2/1/05      37,148.23         9,680.41      46,828.64 
 3/1/05   220,436.39        99,430.80       319,867.19            3/1/05      33,511.73        12,829.78      46,341.51 
 4/1/05   243,653.89        75,740.48       319,394.37            4/1/05      37,041.36         9,772.97      46,814.33 
 5/1/05   235,498.72        84,061.73       319,560.45            5/1/05      35,801.57        10,846.67      46,648.24 
 6/1/05   243,009.93        76,397.56       319,407.49            6/1/05      36,943.46         9,857.75      46,801.21 
 7/1/05   234,872.97        84,700.22       319,573.19            7/1/05      35,706.45        10,929.06      46,635.51 
 8/1/05   242,360.75        77,059.96       319,420.71            8/1/05      36,844.77         9,943.22      46,787.99 
 9/1/05   242,050.22        77,376.81       319,427.03            9/1/05      36,797.56         9,984.10      46,781.66 
10/1/05   233,940.40        85,651.79       319,592.19           10/1/05      35,564.67        11,051.84      46,616.51 
11/1/05   241,393.26        78,047.16       319,440.42           11/1/05      36,697.69        10,070.60      46,768.29 
12/1/05   233,302.01        86,303.17       319,605.18           12/1/05      35,467.62        11,135.89      46,603.51 
 1/1/06   240,730.97        78,722.93       319,453.90            1/1/06      36,597.00        10,157.80      46,754.80 
 2/1/06   240,413.73        79,046.63       319,460.36            2/1/06      36,548.78        10,199.56      46,748.34 
 3/1/06   216,860.18       103,079.84       319,940.02            3/1/06      32,968.06        13,300.62      46,268.68 
 4/1/06   239,679.81        79,795.49       319,475.30            4/1/06      36,437.20        10,296.19      46,733.39 
 5/1/06   231,637.02        88,002.07       319,639.09            5/1/06      35,214.50        11,355.11      46,569.61 
 6/1/06   239,003.63        80,485.45       319,489.08            6/1/06      36,334.41        10,385.22      46,719.63 
 7/1/06   230,979.96        88,672.51       319,652.47            7/1/06      35,114.61        11,441.61      46,556.22 
 8/1/06   238,321.97        81,180.99       319,502.96            8/1/06      36,230.78        10,474.97      46,705.75 
 9/1/06   237,994.83        81,514.79       319,509.62            9/1/06      36,181.04        10,518.04      46,699.08 
10/1/06   229,999.69        89,672.75       319,672.44           10/1/06      34,965.59        11,570.68      46,536.27 
11/1/06   237,304.99        82,218.68       319,523.67           11/1/06      36,076.17        10,608.86      46,685.03 
12/1/06   229,329.36        90,356.73       319,686.09           12/1/06      34,863.68        11,658.93      46,522.61 
 1/1/07   236,609.55        82,928.28       319,537.83            1/1/07      35,970.45        10,700.42      46,670.87 
 2/1/07   236,275.37        83,269.26       319,544.63            2/1/07      35,919.64        10,744.42      46,664.06 
 3/1/07   213,106.93       106,909.52       320,016.45            3/1/07      32,397.47        13,794.78      46,192.25 
 4/1/07   235,509.00        84,051.24       319,560.24            4/1/07      35,803.14        10,845.32      46,648.46 
 5/1/07   227,584.16        92,137.47       319,721.63            5/1/07      34,598.37        11,888.71      46,487.08 
 6/1/07   234,799.01        84,775.69       319,574.70            6/1/07      35,695.20        10,938.80      46,634.00 
 7/1/07   226,894.24        92,841.44       319,735.68            7/1/07      34,493.48        11,979.54      46,473.02 
 8/1/07   234,083.26        85,506.02       319,589.28            8/1/07      35,586.39        11,033.03      46,619.42 
 9/1/07   233,738.69        85,857.60       319,596.29            9/1/07      35,534.01        11,078.40      46,612.41 
10/1/07   225,863.91        93,892.75       319,756.66           10/1/07      34,336.85        12,115.19      46,452.04 
11/1/07   233,014.34        86,596.70       319,611.04           11/1/07      35,423.89        11,173.77      46,597.66 
12/1/07   225,160.04        94,610.95       319,770.99           12/1/07      34,229.84        12,207.86      46,437.70 
 1/1/08   232,284.12        87,341.79       319,625.91            1/1/08      35,312.88        11,269.91      46,582.79 
 2/1/08   231,932.16        87,700.93       319,633.09            2/1/08      35,259.37        11,316.25      46,575.62 
 3/1/08   216,638.18       103,306.36       319,944.54            3/1/08      32,934.31        13,329.85      46,264.16 
 4/1/08   231,162.45        88,486.31       319,648.76            4/1/08      35,142.35        11,417.59      46,559.94 
 5/1/08   223,360.52        96,447.12       319,807.64            5/1/08      33,956.27        12,444.79      46,401.06 
 6/1/08   230,417.21        89,246.72       319,663.93            6/1/08      35,029.06        11,515.71      46,544.77 
 7/1/08   222,636.36        97,186.03       319,822.39            7/1/08      33,846.18        12,540.13      46,386.31 

                                                     B-1-1

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                                        ALLIANCE CENTER LOAN AMORTIZATION SCHEDULE                                      
                                        ------------------------------------------                                      

          ALLIANCE CENTER POOLED COMPONENT                                 ALLIANCE CENTER NON-POOLED COMPONENT         
          --------------------------------                                 ------------------------------------         

                                              TOTAL                                                             TOTAL   
DATE     INTEREST ($)    PRINCIPAL ($)      PAYMENT ($)          DATE       INTEREST ($)    PRINCIPAL ($)    PAYMENT ($)
----     ------------    -------------      -----------          ----       ------------    -------------    -----------
                                                                                                                        
 8/1/08   229,665.94        90,013.30       319,679.24            8/1/08      34,914.85        11,614.62      46,529.47 
 9/1/08   229,303.21        90,383.41       319,686.62            9/1/08      34,859.70        11,662.38      46,522.08 
10/1/08   221,553.86        98,290.58       319,844.44           10/1/08      33,681.61        12,682.65      46,364.26 
11/1/08   228,542.90        91,159.20       319,702.10           11/1/08      34,744.12        11,762.48      46,506.60 
12/1/08   220,815.05        99,044.43       319,859.48           12/1/08      33,569.30        12,779.93      46,349.23 
 1/1/09   227,776.43        91,941.28       319,717.71            1/1/09      34,627.60        11,863.39      46,490.99 
 2/1/09   227,405.93        92,319.33       319,725.26            2/1/09      34,571.27        11,912.17      46,483.44 
 3/1/09   205,062.88       115,117.38       320,180.26            3/1/09      31,174.58        14,853.86      46,028.44 
 4/1/09   226,570.01        93,172.27       319,742.28            4/1/09      34,444.19        12,022.23      46,466.42 
 5/1/09   218,897.95       101,000.57       319,898.52            5/1/09      33,277.85        13,032.33      46,310.18 
 6/1/09   225,787.54        93,970.67       319,758.21            6/1/09      34,325.24        12,125.25      46,450.49 
 7/1/09   218,137.61       101,776.39       319,914.00            7/1/09      33,162.26        13,132.44      46,294.70 
 8/1/09   224,998.73        94,775.54       319,774.27            8/1/09      34,205.32        12,229.10      46,434.42 
 9/1/09   224,616.81        95,165.24       319,782.05            9/1/09      34,147.26        12,279.39      46,426.65 
10/1/09   216,999.99       102,937.18       319,937.17           10/1/09      32,989.31        13,282.22      46,271.53 
11/1/09   223,818.51        95,979.80       319,798.31           11/1/09      34,025.90        12,384.49      46,410.39 
12/1/09   216,224.26       103,728.70       319,952.96           12/1/09      32,871.38        13,384.35      46,255.73 
 1/1/10   223,013.74        96,800.96       319,814.70            1/1/10      33,903.55        12,490.45      46,394.00 
 2/1/10   222,623.66        97,198.99       319,822.65            2/1/10      33,844.25        12,541.81      46,386.06 
 3/1/10   200,725.65       119,542.94       320,268.59            3/1/10      30,515.22        15,424.90      45,940.12 
 4/1/10   221,750.24        98,090.19       319,840.43            4/1/10      33,711.47        12,656.80      46,368.27 
 5/1/10   214,214.48       105,779.41       319,993.89            5/1/10      32,565.85        13,648.96      46,214.81 
 6/1/10   220,928.70        98,928.46       319,857.16            6/1/10      33,586.57        12,764.96      46,351.53 
 7/1/10   213,416.17       106,593.98       320,010.15            7/1/10      32,444.49        13,754.06      46,198.55 
 8/1/10   220,100.50        99,773.53       319,874.03            8/1/10      33,460.67        12,874.00      46,334.67 
 9/1/10   219,698.44       100,183.78       319,882.22            9/1/10      33,399.54        12,926.94      46,326.48 
10/1/10   212,220.70       107,813.80       320,034.50           10/1/10      32,262.74        13,911.46      46,174.20 
11/1/10   218,860.26       101,039.03       319,899.29           11/1/10      33,272.12        13,037.29      46,309.41 
12/1/10   211,406.22       108,644.86       320,051.08           12/1/10      32,138.92        14,018.69      46,157.61 
 1/1/11   218,015.29       101,901.21       319,916.50            1/1/11      33,143.66        13,148.54      46,292.20 
 2/1/11   217,604.65       102,320.20       319,924.85            2/1/11      33,081.24        13,202.61      46,283.85 
 3/1/11   196,173.72       124,187.57       320,361.29            3/1/11      29,823.21        16,024.20      45,847.41 
 4/1/11   216,691.88       103,251.56       319,943.44            4/1/11      32,942.47        13,322.78      46,265.25 
 5/1/11   209,299.17       110,794.83       320,094.00            5/1/11      31,818.60        14,296.11      46,114.71 
 6/1/11   215,829.33       104,131.68       319,961.01            6/1/11      32,811.35        13,436.35      46,247.70 
 7/1/11   208,461.01       111,650.05       320,111.06            7/1/11      31,691.18        14,406.46      46,097.64 
 8/1/11   214,959.79       105,018.93       319,978.72            8/1/11      32,679.15        13,550.83      46,229.98 
 9/1/11   214,536.59       105,450.75       319,987.34            9/1/11      32,614.82        13,606.55      46,221.37 
10/1/11   207,204.82       112,931.82       320,136.64           10/1/11      31,500.21        14,571.85      46,072.06 
11/1/11   213,656.56       106,348.69       320,005.25           11/1/11      32,481.03        13,722.41      46,203.44 
12/1/11   206,349.68       113,804.38       320,154.06           12/1/11      31,370.21        14,684.44      46,054.65 
 1/1/12   212,769.40       107,253.92       320,023.32            1/1/12      32,346.16        13,839.22      46,185.38 
 2/1/12   212,337.20       107,694.93       320,032.13            2/1/12      32,280.46        13,896.12      46,176.58 
 3/1/12   198,232.04       122,087.33       320,319.37            3/1/12      30,136.13        15,753.20      45,889.33 
 4/1/12   211,411.23       108,639.75       320,050.98            4/1/12      32,139.69        14,018.03      46,157.72 
 5/1/12   204,167.85       116,030.64       320,198.49            5/1/12      31,038.51        14,971.70      46,010.21 
 6/1/12   210,505.87       109,563.55       320,069.42            6/1/12      32,002.05        14,137.23      46,139.28 
 7/1/12   203,288.09       116,928.32       320,216.41            7/1/12      30,904.77        15,087.52      45,992.29 
 8/1/12   209,593.17       110,494.84       320,088.01            8/1/12      31,863.30        14,257.40      46,120.70 
 9/1/12   209,147.90       110,949.17       320,097.07            9/1/12      31,795.60        14,316.02      46,111.62 
10/1/12   201,968.52       118,274.76       320,243.28           10/1/12      30,704.16        15,261.26      45,965.42 
11/1/12   208,224.19       111,891.70       320,115.89           11/1/12      31,655.18        14,437.64      46,092.82 
12/1/12   201,070.93       119,190.63       320,261.56           12/1/12      30,567.71        15,379.44      45,947.15 
 1/1/13   207,292.99       112,841.86       320,134.85            1/1/13      31,513.61        14,560.24      46,073.85 
 2/1/13   206,838.26       113,305.85       320,144.11            2/1/13      31,444.48        14,620.11      46,064.59 
 3/1/13   186,409.25       134,150.89       320,560.14            3/1/13      28,338.77        17,309.79      45,648.56 
 4/1/13   205,841.08       114,323.34       320,164.42            4/1/13      31,292.89        14,751.40      46,044.29 
 5/1/13   198,755.21       121,553.51       320,308.72            5/1/13      30,215.66        15,684.32      45,899.98 
 6/1/13   204,890.55       115,293.22       320,183.77            6/1/13      31,148.38        14,876.54      46,024.92 
 7/1/13   197,831.57    50,729,294.40    50,927,125.97            7/1/13      30,075.24     6,545,715.40   6,575,790.64 

                                                     B-1-2

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                                                                                                             ANNEX B-2 

                                        BATTLEFIELD MALL LOAN AMORTIZATION SCHEDULE                                    
                                        -------------------------------------------                                    

         BATTLEFIELD MALL POOLED COMPONENT                               BATTLEFIELD MALL NON-POOLED COMPONENT         
         ---------------------------------                               -------------------------------------         

                                            TOTAL                                                             TOTAL    
DATE     INTEREST ($)   PRINCIPAL ($)      PAYMENT ($)           DATE      INTEREST ($)   PRINCIPAL ($)     PAYMENT ($)
----     ------------   -------------      -----------           ----      ------------   -------------     -----------
                                                                                                                       
 8/1/03         0.00            0.00             0.00             8/1/03          0.00            0.00            0.00 
 9/1/03   328,613.78            0.00       328,613.78             9/1/03     64,130.39            0.00       64,130.39 
10/1/03   318,013.33            0.00       318,013.33            10/1/03     62,061.67            0.00       62,061.67 
11/1/03   328,613.78            0.00       328,613.78            11/1/03     64,130.39            0.00       64,130.39 
12/1/03   318,013.33            0.00       318,013.33            12/1/03     62,061.67            0.00       62,061.67 
 1/1/04   328,613.78            0.00       328,613.78             1/1/04     64,130.39            0.00       64,130.39 
 2/1/04   318,013.33            0.00       318,013.33             2/1/04     62,061.67            0.00       62,061.67 
 3/1/04   318,013.33            0.00       318,013.33             3/1/04     62,061.67            0.00       62,061.67 
 4/1/04   328,613.78            0.00       328,613.78             4/1/04     64,130.39            0.00       64,130.39 
 5/1/04   318,013.33            0.00       318,013.33             5/1/04     62,061.67            0.00       62,061.67 
 6/1/04   328,613.78            0.00       328,613.78             6/1/04     64,130.39            0.00       64,130.39 
 7/1/04   318,013.33            0.00       318,013.33             7/1/04     62,061.67            0.00       62,061.67 
 8/1/04   328,613.78            0.00       328,613.78             8/1/04     64,130.39            0.00       64,130.39 
 9/1/04   328,613.78            0.00       328,613.78             9/1/04     64,130.39            0.00       64,130.39 
10/1/04   318,013.33            0.00       318,013.33            10/1/04     62,061.67            0.00       62,061.67 
11/1/04   328,613.78            0.00       328,613.78            11/1/04     64,130.39            0.00       64,130.39 
12/1/04   318,013.33            0.00       318,013.33            12/1/04     62,061.67            0.00       62,061.67 
 1/1/05   318,013.33            0.00       318,013.33             1/1/05     62,061.67            0.00       62,061.67 
 2/1/05   318,013.33            0.00       318,013.33             2/1/05     62,061.67            0.00       62,061.67 
 3/1/05   318,013.33            0.00       318,013.33             3/1/05     62,061.67            0.00       62,061.67 
 4/1/05   328,613.78            0.00       328,613.78             4/1/05     64,130.39            0.00       64,130.39 
 5/1/05   318,013.33            0.00       318,013.33             5/1/05     62,061.67            0.00       62,061.67 
 6/1/05   328,613.78            0.00       328,613.78             6/1/05     64,130.39            0.00       64,130.39 
 7/1/05   318,013.33            0.00       318,013.33             7/1/05     62,061.67            0.00       62,061.67 
 8/1/05   328,613.78       98,986.09       427,599.87             8/1/05     64,130.39       17,468.13       81,598.52 
 9/1/05   328,231.09       99,378.44       427,609.53             9/1/05     64,055.71       17,537.37       81,593.08 
10/1/05   317,271.19      110,615.18       427,886.37            10/1/05     61,916.83       19,520.33       81,437.16 
11/1/05   327,419.25      100,210.79       427,630.04            11/1/05     63,897.27       17,684.26       81,581.53 
12/1/05   316,482.42      111,423.87       427,906.29            12/1/05     61,762.90       19,663.04       81,425.94 
 1/1/06   316,065.54      101,049.65       417,115.19             1/1/06     61,681.55       17,832.29       79,513.84 
 2/1/06   315,687.48      101,450.18       417,137.66             2/1/06     61,607.77       17,902.97       79,510.74 
 3/1/06   315,345.83      134,179.50       449,525.33             3/1/06     61,541.09       23,678.74       85,219.83 
 4/1/06   325,299.44      102,384.14       427,683.58             4/1/06     63,483.58       18,067.79       81,551.37 
 5/1/06   314,422.86      113,535.45       427,958.31             5/1/06     61,360.97       20,035.67       81,396.64 
 6/1/06   324,464.69      103,239.98       427,704.67             6/1/06     63,320.68       18,218.82       81,539.50 
 7/1/06   313,611.83      114,366.96       427,978.79             7/1/06     61,202.69       20,182.41       81,385.10 
 8/1/06   323,623.41      104,102.51       427,725.92             8/1/06     63,156.50       18,371.03       81,527.53 
 9/1/06   323,220.94      104,515.14       427,736.08             9/1/06     63,077.95       18,443.85       81,521.80 
10/1/06   312,403.44      115,605.88       428,009.32            10/1/06     60,966.87       20,401.04       81,367.91 
11/1/06   322,369.95      105,387.63       427,757.58            11/1/06     62,911.88       18,597.82       81,509.70 
12/1/06   311,576.63      116,453.57       428,030.20            12/1/06     60,805.52       20,550.63       81,356.15 
 1/1/07   311,140.93      106,266.94       417,407.87             1/1/07     60,720.49       18,752.99       79,473.48 
 2/1/07   310,743.35      106,688.15       417,431.50             2/1/07     60,642.90       18,827.32       79,470.22 
 3/1/07   310,384.06      138,929.33       449,313.39             3/1/07     60,572.78       24,516.94       85,089.72 
 4/1/07   320,151.90      107,661.70       427,813.60             4/1/07     62,479.02       18,999.12       81,478.14 
 5/1/07   309,421.62      118,663.01       428,084.63             5/1/07     60,384.96       20,940.53       81,325.49 
 6/1/07   319,276.92      108,558.79       427,835.71             6/1/07     62,308.26       19,157.43       81,465.69 
 7/1/07   308,571.51      119,534.60       428,106.11             7/1/07     60,219.05       21,094.34       81,313.39 
 8/1/07   318,395.10      109,462.88       427,857.98             8/1/07     62,136.17       19,316.98       81,453.15 
 9/1/07   317,971.91      109,896.76       427,868.67             9/1/07     62,053.58       19,393.55       81,447.13 
10/1/07   307,303.59      120,834.54       428,138.13            10/1/07     59,971.61       21,323.74       81,295.35 
11/1/07   317,079.89      110,811.31       427,891.20            11/1/07     61,879.50       19,554.94       81,434.44 
12/1/07   306,436.93      121,723.09       428,160.02            12/1/07     59,802.48       21,480.55       81,283.03 
 1/1/08   316,180.90      111,733.00       427,913.90             1/1/08     61,704.06       19,717.59       81,421.65 
 2/1/08   305,563.49      112,175.88       417,739.37             2/1/08     59,632.03       19,795.74       79,427.77 
 3/1/08   305,157.79      133,477.26       438,635.05             3/1/08     59,552.85       23,554.81       83,107.66 
 4/1/08   314,799.23      113,149.57       427,948.80             4/1/08     61,434.42       19,967.57       81,401.99 
 5/1/08   304,221.09      123,994.90       428,215.99             5/1/08     59,370.05       21,881.45       81,251.50 
 6/1/08   313,882.42      114,089.54       427,971.96             6/1/08     61,255.50       20,133.45       81,388.95 
 7/1/08   303,330.34      124,908.15       428,238.49             7/1/08     59,196.22       22,042.62       81,238.84 

                                                     B-2-1

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                                        BATTLEFIELD MALL LOAN AMORTIZATION SCHEDULE                                    
                                        -------------------------------------------                                    

         BATTLEFIELD MALL POOLED COMPONENT                               BATTLEFIELD MALL NON-POOLED COMPONENT         
         ---------------------------------                               -------------------------------------         

                                            TOTAL                                                             TOTAL    
DATE     INTEREST ($)   PRINCIPAL ($)      PAYMENT ($)           DATE      INTEREST ($)   PRINCIPAL ($)     PAYMENT ($)
----     ------------   -------------      -----------           ----      ------------   -------------     -----------
                                                                                                                       
 8/1/08   312,958.45      115,036.85       427,995.30             8/1/08     61,075.18       20,300.62       81,375.80 
 9/1/08   312,513.71      115,492.82       428,006.53             9/1/08     60,988.39       20,381.09       81,369.48 
10/1/08   302,000.52      126,271.55       428,272.07            10/1/08     58,936.70       22,283.22       81,219.92 
11/1/08   311,579.04      116,451.10       428,030.14            11/1/08     60,805.99       20,550.19       81,356.18 
12/1/08   301,092.42      127,202.60       428,295.02            12/1/08     58,759.48       22,447.52       81,207.00 
 1/1/09   300,616.51      117,416.87       418,033.38             1/1/09     58,666.60       20,720.62       79,387.22 
 2/1/09   300,177.21      117,882.28       418,059.49             2/1/09     58,580.87       20,802.75       79,383.62 
 3/1/09   299,780.22      149,080.23       448,860.45             3/1/09     58,503.40       26,308.28       84,811.68 
 4/1/09   309,151.03      118,940.43       428,091.46             4/1/09     60,332.15       20,989.49       81,321.64 
 5/1/09   298,733.42      129,621.18       428,354.60             5/1/09     58,299.11       22,874.33       81,173.44 
 6/1/09   308,190.08      119,925.66       428,115.74             6/1/09     60,144.62       21,163.35       81,307.97 
 7/1/09   297,799.78      130,578.40       428,378.18             7/1/09     58,116.91       23,043.25       81,160.16 
 8/1/09   307,221.62      120,918.58       428,140.20             8/1/09     59,955.62       21,338.57       81,294.19 
 9/1/09   306,754.15      121,397.86       428,152.01             9/1/09     59,864.39       21,423.15       81,287.54 
10/1/09   296,404.66      132,008.76       428,413.42            10/1/09     57,844.64       23,295.66       81,140.30 
11/1/09   305,774.46      122,402.29       428,176.75            11/1/09     59,673.20       21,600.40       81,273.60 
12/1/09   295,452.82      132,984.64       428,437.46            12/1/09     57,658.89       23,467.88       81,126.77 
 1/1/10   294,955.28      123,414.56       418,369.84             1/1/10     57,561.79       21,779.04       79,340.83 
 2/1/10   294,493.55      123,903.74       418,397.29             2/1/10     57,471.68       21,865.37       79,337.05 
 3/1/10   294,076.28      154,540.53       448,616.81             3/1/10     57,390.25       27,271.86       84,662.11 
 4/1/10   303,233.52      125,007.41       428,240.93             4/1/10     59,177.32       22,060.13       81,237.45 
 5/1/10   292,984.10      135,515.71       428,499.81             5/1/10     57,177.10       23,914.54       81,091.64 
 6/1/10   302,226.33      126,040.04       428,266.37             6/1/10     58,980.77       22,242.36       81,223.13 
 7/1/10   292,005.54      136,519.00       428,524.54             7/1/10     56,986.13       24,091.59       81,077.72 
 8/1/10   301,211.26      127,080.75       428,292.01             8/1/10     58,782.67       22,426.01       81,208.68 
 9/1/10   300,719.96      127,584.46       428,304.42             9/1/10     58,686.79       22,514.90       81,201.69 
10/1/10   290,541.98      138,019.52       428,561.50            10/1/10     56,700.52       24,356.39       81,056.91 
11/1/10   299,693.13      128,637.23       428,330.36            11/1/10     58,486.40       22,700.69       81,187.09 
12/1/10   289,544.33      139,042.37       428,586.70            12/1/10     56,505.82       24,536.89       81,042.71 
 1/1/11   289,024.13      129,698.23       418,722.36             1/1/11     56,404.30       22,887.92       79,292.22 
 2/1/11   288,538.88      130,212.31       418,751.19             2/1/11     56,309.60       22,978.64       79,288.24 
 3/1/11   288,100.37      160,261.18       448,361.55             3/1/11     56,224.02       28,281.38       84,505.40 
 4/1/11   297,033.86      131,363.66       428,397.52             4/1/11     57,967.43       23,181.82       81,149.25 
 5/1/11   286,960.65      141,691.31       428,651.96             5/1/11     56,001.60       25,004.35       81,005.95 
 6/1/11   295,978.22      132,445.97       428,424.19             6/1/11     57,761.42       23,372.82       81,134.24 
 7/1/11   285,935.01      142,742.85       428,677.86             7/1/11     55,801.44       25,189.92       80,991.36 
 8/1/11   294,914.33      133,536.73       428,451.06             8/1/11     57,553.80       23,565.31       81,119.11 
 9/1/11   294,398.07      134,066.03       428,464.10             9/1/11     57,453.05       23,658.71       81,111.76 
10/1/11   284,399.77      144,316.87       428,716.64            10/1/11     55,501.84       25,467.68       80,969.52 
11/1/11   293,321.83      135,169.46       428,491.29            11/1/11     57,243.01       23,853.43       81,096.44 
12/1/11   283,354.12      145,388.93       428,743.05            12/1/11     55,297.77       25,656.87       80,954.64 
 1/1/12   292,237.18      136,281.50       428,518.68             1/1/12     57,031.34       24,049.68       81,081.02 
 2/1/12   282,300.30      136,821.68       419,121.98             2/1/12     55,092.11       24,145.00       79,237.11 
 3/1/12   281,805.47      156,624.40       438,429.87             3/1/12     54,995.55       27,639.60       82,635.15 
 4/1/12   290,575.83      137,984.81       428,560.64             4/1/12     56,707.12       24,350.26       81,057.38 
 5/1/12   280,686.17      148,124.27       428,810.44             5/1/12     54,777.11       26,139.58       80,916.69 
 6/1/12   289,469.72      139,118.86       428,588.58             6/1/12     56,491.26       24,550.39       81,041.65 
 7/1/12   279,611.50      149,226.09       428,837.59             7/1/12     54,567.38       26,334.02       80,901.40 
 8/1/12   288,354.97      140,261.77       428,616.74             8/1/12     56,273.71       24,752.08       81,025.79 
 9/1/12   287,812.71      140,817.73       428,630.44             9/1/12     56,167.89       24,850.19       81,018.08 
10/1/12   278,001.58      150,876.67       428,878.25            10/1/12     54,253.20       26,625.29       80,878.49 
11/1/12   286,685.01      141,973.92       428,658.93            11/1/12     55,947.81       25,054.22       81,002.03 
12/1/12   276,905.93      151,999.99       428,905.92            12/1/12     54,039.38       26,823.53       80,862.91 
 1/1/13   276,337.25      143,139.14       419,476.39             1/1/13     53,928.40       25,259.85       79,188.25 
 2/1/13   275,801.72      143,706.50       419,508.22             2/1/13     53,823.89       25,359.97       79,183.86 
 3/1/13   275,317.76      172,497.79       447,815.55             3/1/13     53,729.44       30,440.79       84,170.23 
 4/1/13   283,772.65      144,959.84       428,732.49             4/1/13     55,379.45       25,581.15       80,960.60 
 5/1/13   274,076.35      154,901.05       428,977.40             5/1/13     53,487.18       27,335.48       80,822.66 
 6/1/13   282,613.37      146,148.39       428,761.76             6/1/13     55,153.21       25,790.89       80,944.10 
 7/1/13   272,950.02   72,955,280.26    73,228,230.28             7/1/13     53,267.37   12,874,461.22   12,927,728.59 

                                                     B-2-2

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                                                                         ANNEX C
JULY 18, 2003                                                   JPMCC 2003-CIBC6

--------------------------------------------------------------------------------
STRUCTURAL AND COLLATERAL TERM SHEET
--------------------------------------------------------------------------------

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

$947,660,000
 (Approximate)

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
 SERIES 2003-CIBC6

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

 JPMORGAN CHASE BANK
 CIBC INC.
ABN AMRO BANK N.V.
 LASALLE BANK NATIONAL ASSOCIATION
 Mortgage Loan Sellers

JPMORGAN                                                      CIBC WORLD MARKETS

 ABN AMRO INCORPORATED

CITIGROUP                                                     MERRILL LYNCH & CO

The analyses in this report are based upon information provided by JPMorgan     
Chase Bank, CIBC Inc., ABN AMRO Bank N.V. and LaSalle Bank National Association 
(the "Sellers"). J.P. Morgan Securities Inc., CIBC World Markets Corp., ABN AMRO
Incorporated, Citigroup Global Markets Inc., and Merrill Lynch, Pierce, Fenner &
Smith Incorporated (the "Underwriters") make no representations as to the       
accuracy or completeness of the information contained herein. The information   
contained herein is qualified in its entirety by the information in the         
Prospectus and Prospectus Supplement for the securities referred to herein (the 
"Securities"). The information contained herein is preliminary as of the date   
hereof, supersedes any previous information delivered to you by the Underwriters
and will be superseded by the applicable Prospectus and Prospectus Supplement.  
These materials are subject to change, completion, or amendment from time to    
time without notice, and the Underwriters are under no obligation to keep you   
advised of such changes. These materials are not intended as an offer or        
solicitation with respect to the purchase or sale of any Security. Any          
investment decision with respect to the Securities should be made by you based  
upon the information contained in the Prospectus and Prospectus Supplement      
relating to the Securities. You should consult your own counsel, accountant and 
other advisors as to the legal, tax, business, financial and related aspects of 
a purchase of the Securities.                                                   

The attached information contains certain tables and other statistical analyses 
(the "Computational Materials") which have been prepared in reliance upon       
information furnished by the Sellers. They may not be provided to any third     
party other than the addressee's legal, tax, financial and/or accounting        
advisors for the purposes of evaluating said material. Numerous assumptions were
used in preparing the Computational Materials which may or may not be reflected 
therein. As such, no assurance can be given as to the Computational Materials'  
accuracy, appropriateness or completeness in any particular context; nor as to  
whether the Computational Materials and/or the assumptions upon which they are  
based reflect present market conditions or future market performance. These     
Computational Materials should not be construed as either projections or        
predictions or as legal, tax, financial or accounting advice. Any weighted      
average lives, yields and principal payment periods shown in the Computational  
Materials are based on prepayment assumptions, and changes in such prepayment   
assumptions may dramatically affect such weighted average lives, yields and     
principal payment periods. In addition, it is possible that prepayments on the  
underlying assets will occur at rates slower or faster than the rates shown in  
the attached Computational Materials. Furthermore, unless otherwise provided,   
the Computational Materials assume no losses on the underlying assets and no    
interest shortfalls. The specific characteristics of the Securities may differ  
from those shown in the Computational Materials due to differences between the  
actual underlying assets and the hypothetical underlying assets used in         
preparing the Computational Materials. The principal amount and designation of  
any Security described in the Computational Materials are subject to change     
prior to issuance. Neither the Underwriters nor any of their affiliates make any
representation or warranty as to the actual rate or timing of payments on any of
the underlying assets or the payments or yield on the Securities. THIS          
INFORMATION IS FURNISHED TO YOU SOLELY BY THE UNDERWRITERS AND NOT BY THE ISSUER
OF THE SECURITIES OR ANY OF ITS AFFILIATES. THE UNDERWRITERS ARE NOT ACTING AS  
AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED          
TRANSACTION.                                                                    

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STRUCTURAL AND COLLATERAL TERM SHEET                            JPMCC 2003-CIBC6

--------------------------------------------------------------------------------
KEY FEATURES
--------------------------------------------------------------------------------

CO-LEAD MANAGERS:           J.P. Morgan Securities Inc. (Sole Bookrunner)       
CIBC World Markets Corp.

CO-MANAGER:                 ABN AMRO Incorporated                               
     Citigroup Global Markets Inc.
                          Merrill Lynch, Pierce, Fenner & Smith Incorporated

MORTGAGE LOAN SELLERS:      JPMorgan Chase Bank (60.3%)                         
CIBC Inc.  (29.7%)      
 ABN AMRO Bank N.V. (5.9%)
                LaSalle Bank National Association (4.1%)

MASTER SERVICER:            Wachovia Bank, National Association                 

SPECIAL SERVICER:           ARCap Servicing, Inc.                               

TRUSTEE:                    Wells Fargo Bank Minnesota, N.A.                    

PAYING AGENT:               LaSalle Bank National Association                   

RATING AGENCIES:            Moody's Investors Service, Inc.                     
Fitch Ratings           

PRICING DATE:               On or about July 29, 2003                           

CLOSING DATE:               On or about August 11, 2003                         

CUT-OFF DATE:               August 2003                                         

DISTRIBUTION DATE:          12th of each month, or if the 12th day is not a     
                          business day, on the next succeeding business day,
   beginning in September 2003

PAYMENT DELAY:              11 days                                             

TAX STATUS:                 REMIC                                               

ERISA CONSIDERATION:        Class A-1, A-2, B, C & D                            

OPTIONAL TERMINATION:       1.0% (Clean-up Call)                                

MINIMUM DENOMINATIONS:      $10,000 ($100,000 for Class X-1& X-2 certificates)  

SETTLEMENT TERMS:           DTC, Euroclear and Clearstream Banking              

--------------------------------------------------------------------------------
COLLATERAL CHARACTERISTICS
--------------------------------------------------------------------------------

INITIAL POOL BALANCE (IPB):                                 $1,042,817,449      

NUMBER OF MORTGAGED LOANS:                                             128      

NUMBER OF MORTGAGED PROPERTIES:                                        143      

AVERAGE CUT-OFF BALANCE PER LOAN:                              $ 8,147,011      

AVERAGE CUT-OFF BALANCE PER PROPERTY:                           $7,292,430      

WEIGHTED AVERAGE (WA) CURRENT MORTGAGE RATE:                       5.5998%      

WEIGHTED AVERAGE UNDERWRITTEN (UW) DSCR(1):                          1.64x      

WEIGHTED AVERAGE CUT-OFF DATE LOAN-TO-VALUE (LTV):                   70.6%      

WEIGHTED AVERAGE MATURITY DATE LTV(2):                               54.4%      

WEIGHTED AVERAGE REMAINING TERM TO MATURITY (MONTHS):                  126      

WEIGHTED AVERAGE ORIGINAL AMORTIZATION TERM (MONTHS)(3):               339      

WEIGHTED AVERAGE SEASONING (MONTHS):                                     3      

10 LARGEST LOANS AS % OF IPB:                                        35.0%      

% OF LOANS WITH ADDITIONAL DEBT:                                      4.8%      

% OF LOANS WITH SINGLE TENANTS:                                      14.5%      

(1)  Excludes the 1 mortgage loan, representing approximately 0.3% of the       
     aggregate principal balance of the pool of mortgage loans as of the Cut-off
date that is a credit tenant lease (CTL) loan.                        

(2)  Excludes fully amortizing mortgage loans.                                  

(3)  Excludes loans that are interest only for the entire term.                 

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DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR SALES 
REPRESENTATIVE.                                                                 

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STRUCTURAL AND COLLATERAL TERM SHEET                            JPMCC 2003-CIBC6

--------------------------------------------------------------------------------
APPROXIMATE SECURITIES STRUCTURE
--------------------------------------------------------------------------------

PUBLICLY OFFERED CLASSES                                                        
------------------------                                                        

                                                        [Enlarge/Download Table]

-----------------------------------------------------------------------------------------------------------------
                EXPECTED                                 CREDIT            EXPECTED                              
                RATINGS           APPROXIMATE FACE   SUPPORT (% OF       WEIGHTED AVG.         EXPECTED PAYMENT  
 CLASS      (MOODY'S/FITCH)            AMOUNT         BALANCE)(1)         LIFE (YEARS)              WINDOW       
-----------------------------------------------------------------------------------------------------------------
                                                                                                                 
A-1             Aaa/AAA            $217,100,000         16.375%               5.70                09/03-12/12    

A-2             Aaa/AAA            $654,956,000         16.375%               9.78                12/12-08/13    

B                Aa2/AA             $31,284,000         13.375%              10.00                08/13-08/13    

C                 A2/A              $32,588,000         10.250%              10.00                08/13-08/13    

D                A3/A-              $11,732,000          9.125%              10.00                08/13-08/13    
-----------------------------------------------------------------------------------------------------------------

PRIVATELY OFFERED CLASSES                                                       
-------------------------                                                       

                                                        [Enlarge/Download Table]

-----------------------------------------------------------------------------------------------------------------
                EXPECTED                                                   EXPECTED                              
                RATINGS           APPROXIMATE FACE   CREDIT SUPPORT      WEIGHTED AVG.       EXPECTED PAYMENT    
 CLASS      (MOODY'S/FITCH)           AMOUNT         (% OF BALANCE)      LIFE (YEARS)             WINDOW         
-----------------------------------------------------------------------------------------------------------------
                                                                                                                 
X-1             Aaa/AAA          $1,042,817,449(2)          N/A               N/A                 N/A            

X-2             Aaa/AAA            $988,823,000(2)          N/A               N/A                 N/A            

E              Baa1/BBB+            $14,339,000          7.750%               N/A                 N/A            

F               Baa2/BBB            $10,428,000          6.750%               N/A                 N/A            

G              Baa3/BBB-            $13,035,000          5.500%               N/A                 N/A            

H               Ba1/BB+             $15,642,000          4.000%               N/A                 N/A            

J                Ba2/BB              $5,214,000          3.500%               N/A                 N/A            

K               Ba3/BB-              $7,821,000          2.750%               N/A                 N/A            

L                B1/B+               $5,215,000          2.250%               N/A                 N/A            

M                 B2/B               $3,910,000          1.875%               N/A                 N/A            

N                B3/B-               $1,304,000          1.750%               N/A                 N/A            

NR               NR/NR              $18,249,449             N/A               N/A                 N/A            

AC-1            Baa1/NR              $1,997,760             N/A               N/A                 N/A            

AC-2            Baa2/NR              $2,996,640             N/A               N/A                 N/A            

AC-3            Baa3/NR              $2,996,640             N/A               N/A                 N/A            

BM-1             Aa3/NR              $4,000,000             N/A               N/A                 N/A            

BM-2             A2/NR               $6,500,000             N/A               N/A                 N/A            

BM-3             A3/NR               $4,500,000             N/A               N/A                 N/A            
-----------------------------------------------------------------------------------------------------------------

(1)  The credit support percentages set forth for Class A-1 and Class A-2       
certificates are represented in the aggregate. The credit support     
  percentages do not include the Class AC-1, Class AC-2, Class AC-3, Class
BM-1, Class BM-2 and Class BM-3 certificates.                         

(2)  Notional Amount                                                            

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CONTAINED IN THE FINAL PROSPECTUS SUPPLEMENT. THIS PAGE MUST BE ACCOMPANIED BY A
DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR SALES 
REPRESENTATIVE.                                                                 

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STRUCTURAL AND COLLATERAL TERM SHEET                            JPMCC 2003-CIBC6

--------------------------------------------------------------------------------
 STRUCTURAL OVERVIEW
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
o  Interest payments will be pro-rata to the Class A-1, A-2 (the foregoing      
  classes, together, the "Class A Certificates"), X-1 and X-2 Certificates and
then, after payment of the principal distribution amount to such Classes  
  (other than the Class X-1 and Class X-2 Certificates), interest will be paid
sequentially to the Class B, C, D, E, F, G, H, J, K, L, M, N and NR       
Certificates.                                                             

o  The pass-through rate for the Class A-1, A-2, B, C, D, E, F, G, H, J, K, L,  
 M, N and NR Certificates will be either a fixed rate or a rate based on the
weighted average of the remittance rates on the mortgage loans. In the    
 aggregate, the Class X-1 and X-2 Certificates will receive the net interest
on the mortgage loans in excess of the interest paid on the other         
Certificates.                                                             

o  All Classes offered will accrue interest on a 30/360 basis.                  

o  Principal payments will be paid sequentially to the Class A-1, A-2, B, C, D, 
 E, F, G, H, J, K, L, M, N and NR Certificates, until each Class is retired.
  The Class X-1 and X-2 Certificates do not have a class principal balance and
are therefore not entitled to any principal distributions.                

o  Losses will be borne by the Classes (other than the Class X-1 and X-2        
  Certificates) in reverse sequential order, from the Class NR Certificates up
to the Class B Certificates and then pro-rata to the Class A-1 and A-2    
Certificates.                                                             

o  If the principal balance of the mortgage pool is less than or equal to the   
aggregate class principal balance of the Class A-1 and Class A-2          
   Certificates, principal distributions will be allocated pro-rata to the Class
A-1 and A-2 Certificates.                                                 

o  Yield maintenance charges calculated by reference to a U.S. Treasury rate to 
 the extent received will be allocated first to the offered Certificates and
   the Class E, F and G Certificates, according to a specified formula, with any
remaining amount payable to the Class X-1 Certificates. For the amount    
payable to any interest-bearing Class, the formula is as follows:         

            Principal Paid to Class (Pass-Through Rate on Class - Discount Rate)
YM Charge x ----------------------- x ------------------------------------------
           Total Principal Paid      (Mortgage Rate on Loan - Discount Rate)

o  The transaction will provide for a collateral value adjustment feature (an   
appraisal reduction amount calculation) for problem or delinquent loans.  
  Under certain circumstances, the special servicer will be required to obtain
a new appraisal and to the extent any such adjustment is determined, the  
interest portion of any P&I Advance will be reduced in proportion to such 
adjustment.                                                               

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

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CONTAINED IN THE FINAL PROSPECTUS SUPPLEMENT. THIS PAGE MUST BE ACCOMPANIED BY A
DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR SALES 
REPRESENTATIVE.                                                                 

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STRUCTURAL AND COLLATERAL TERM SHEET                            JPMCC 2003-CIBC6

--------------------------------------------------------------------------------
 GEOGRAPHIC DISTRIBUTION
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

----------------------------------------------------------------------------------------------------------------
                            NUMBER OF         CUT-OFF DATE                                                      
          STATE            PROPERTIES          BALANCE           % OF IPB         WA LTV           WA UW DSCR   
----------------------------------------------------------------------------------------------------------------
                                                                                                                
CALIFORNIA                      30           $152,624,381           14.6%          72.5%            1.50x       

   Northern California           7             39,068,712           3.7            69.9             1.54x       

   Southern California          23            113,555,669          10.9            73.4             1.49x       

NEW YORK                         9            103,442,075           9.9            71.5             1.82x       

GEORGIA                          5             96,563,469           9.3            61.6             2.13x       

MISSOURI                         1             85,000,000           8.2            48.9             2.44x       

NEW JERSEY                       9             66,257,462           6.4            73.8             1.46x       

PENNSYLVANIA                     6             60,798,558           5.8            78.5             1.39x       

TEXAS                           16             58,777,077           5.6            73.8             1.45x       

LESS THAN 5%                    67            419,354,428          40.2            74.2             1.44x       
----------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE         143          1,042,817,449          100.0%          70.6%            1.63x       
----------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------
PROPERTY TYPE DISTRIBUTION
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

----------------------------------------------------------------------------------------------------------------
                                            NUMBER OF     CUT-OFF                                               
     PROPERTY TYPE     SUB PROPERTY TYPE   PROPERTIES   DATE BALANCE   % OF IPB     WA LTV        WA UW DSCR    
----------------------------------------------------------------------------------------------------------------
                                                                                                                
RETAIL                 ANCHORED                34      $291,413,182      27.9%        73.8%          1.46x      

                       REGIONAL MALL            1       $85,000,000       8.2%        48.9%          2.44x      

                       UNANCHORED              23       $72,817,964       7.0%        72.2%          1.48x      

                       SHADOW ANCHORED          2        $8,612,567       0.8%        70.1%          1.52x      

                       SUBTOTAL                60      $457,843,713      43.9%        68.9%          1.65x      
----------------------------------------------------------------------------------------------------------------
OFFICE                 SUBURBAN                21      $171,428,299      16.4%        73.6%          1.47x      

                       CBD                      8      $147,951,626      14.2%        66.0%          1.86x      

                       SUBTOTAL                29      $319,379,925      30.6%        70.1%          1.65x      
----------------------------------------------------------------------------------------------------------------
INDUSTRIAL             FLEX                    10       $70,967,266       6.8%        74.7%          1.47x      

                       WAREHOUSE/DISTRIBUTION   5       $30,636,165       2.9%        70.7%          1.49x      

                       SUBTOTAL                15      $101,603,431       9.7%        73.5%          1.47x      
----------------------------------------------------------------------------------------------------------------
MULTIFAMILY            MID/HIGH RISE            6       $39,814,141       3.8%        78.0%          1.39x      

                       GARDEN                   7       $38,979,232       3.7%        76.0%          1.41x      

                       CO-OP                    1        $2,000,000       0.2%         6.5%         19.64x      

                       SUBTOTAL                14       $80,793,374       7.7%        75.2%          1.85x      
----------------------------------------------------------------------------------------------------------------
MANUFACTURED HOUSING   MANUFACTURED HOUSING    20       $71,318,635       6.8%        76.0%          1.49x      
----------------------------------------------------------------------------------------------------------------
SELF STORAGE           SELF STORAGE             4        $8,085,293       0.8%        69.0%          1.46x      
----------------------------------------------------------------------------------------------------------------
MIXED USE              OFFICE/RETAIL            1        $3,793,079       0.4%        61.5%          1.73x      
----------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                        143    $1,042,817,449     100.0%        70.6%          1.63x      
----------------------------------------------------------------------------------------------------------------

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CONTAINED IN THE FINAL PROSPECTUS SUPPLEMENT. THIS PAGE MUST BE ACCOMPANIED BY A
DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR SALES 
REPRESENTATIVE.                                                                 

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--------------------------------------------------------------------------------
 COLLATERAL STATISTICS
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

----------------------------------------------------------------------------------------------------------------
                                               CUT-OFF DATE PRINCIPAL BALANCE                                   

    RANGE OF CUT-OFF         NUMBER OF         PRINCIPAL                                                        
DATE PRINCIPAL BALANCES       LOANS            BALANCE         % OF IPB       WA LTV            WA UW DSCR      
----------------------------------------------------------------------------------------------------------------
                                                                                                                
$899,055 - $1,999,999          17             $24,898,261          2.4%         67.5%               1.54x       

$2,000,000 - $2,999,999        24              59,944,059          5.7          67.4                2.07x       

$3,000,000 - $3,999,999        15              52,770,514          5.1          71.8                1.50x       

$4,000,000 - $4,999,999        11              50,721,901          4.9          75.6                1.44x       

$5,000,000 - $6,999,999        14              79,190,977          7.6          71.6                1.42x       

$7,000,000 - $9,999,999        22             182,140,584         17.5          73.8                1.50x       

$10,000,000 - $14,999,999       7              89,058,073          8.5          76.7                1.48x       

$15,000,000 - $24,999,999      12             229,703,785         22.0          74.9                1.49x       

$25,000,000 - $49,999,999       4             127,458,719         12.2          76.1                1.32x       

$50,000,000 - $85,000,000       2             146,930,576         14.1          50.9                2.46x       
----------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:       128          $1,042,817,449        100.0%         70.6%               1.63x       
----------------------------------------------------------------------------------------------------------------
AVERAGE PER LOAN:         $8,147,011                                                                            

AVERAGE PER PROPERTY:     $7,292,430                                                                            
----------------------------------------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

----------------------------------------------------------------------------------------------------------------
                                              RANGE OF MORTGAGE INTEREST RATES                                  

   RANGE OF MORTGAGE                           PRINCIPAL                                                        
    INTEREST RATES        NUMBER OF LOANS      BALANCE         % OF IPB       WA LTV            WA UW DSCR      
----------------------------------------------------------------------------------------------------------------
                                                                                                                
4.5317% - 4.9999%               3          $155,930,576          15.0%         51.1%               2.46x        

5.0000% - 5.4999%              32           195,547,310          18.8          74.6                1.71x        

5.5000% - 5.9999%              56           485,618,318          46.6          74.4                1.45x        

6.0000% - 6.4999%              28           176,621,318          16.9          73.6                1.37x        

6.5000% - 7.4200%               9            29,099,928           2.8          68.1                1.40x        
----------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:       128        $1,042,817,449         100.0%         70.6%               1.63x        
----------------------------------------------------------------------------------------------------------------
WEIGHTED AVERAGE MORTGAGE RATE:           5.5998%                                                               
----------------------------------------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

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                                             ORIGINAL TERM TO MATURITY IN MONTHS                                

   ORIGINAL TERM TO                            PRINCIPAL                                                        
       MATURITY           NUMBER OF LOANS      BALANCE         % OF IPB       WA LTV            WA UW DSCR      
----------------------------------------------------------------------------------------------------------------
                                                                                                                
60 - 110                        5           $13,087,829           1.3%         68.2%               1.63x        

111 - 120                     105           878,574,702          84.3          70.1                1.64x        

121 - 240                      18           151,154,918          14.5          73.8                1.57x        
----------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:       128        $1,042,817,449         100.0%         70.6%               1.63x        
----------------------------------------------------------------------------------------------------------------
WEIGHTED AVERAGE ORIGINAL TERM TO MATURITY:   129                                                               
----------------------------------------------------------------------------------------------------------------

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CONTAINED IN THE FINAL PROSPECTUS SUPPLEMENT. THIS PAGE MUST BE ACCOMPANIED BY A
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REPRESENTATIVE.                                                                 

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--------------------------------------------------------------------------------
 COLLATERAL STATISTICS
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

----------------------------------------------------------------------------------------------------------------
                                REMAINING TERMS TO MATURITY/ARD DATE IN MONTHS                                  

 RANGE OF REMAINING TERMS TO       NUMBER       PRINCIPAL                                                       
      MATURITY/ARD DATE           OF LOANS       BALANCE         % OF IPB       WA LTV            WA UW DSCR    
----------------------------------------------------------------------------------------------------------------
                                                                                                                
57 - 110                               5       $13,087,829          1.3%          68.2%              1.63x      
111 - 120                            106       898,814,702         86.2           70.3               1.64x      
121 - 240                             17       130,914,918         12.6           72.9               1.61x      
----------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:              128    $1,042,817,449        100.0%          70.6%              1.63x      
----------------------------------------------------------------------------------------------------------------
WEIGHTED AVERAGE REMAINING TERM TO MATURITY/ARD:   126                                                          
----------------------------------------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

----------------------------------------------------------------------------------------------------------------
                                     ORIGINAL AMORTIZATION TERM IN MONTHS(1)                                    

       ORIGINAL                                PRINCIPAL                                                        
  AMORTIZATION TERM       NUMBER OF LOANS      BALANCE         % OF IPB       WA LTV            WA UW DSCR      
----------------------------------------------------------------------------------------------------------------
                                                                                                                
120 - 180                       2            $4,404,853          0.4%          69.6%              1.12x         
181 - 240                      20           106,096,247         10.2           70.4               1.32x         
241 - 300                      24           113,826,834         10.9           71.9               1.46x         
331 - 360                      81           816,489,517         78.4           70.7               1.66x         
----------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:       127        $1,040,817,449        100.0%          70.8%              1.60x         
----------------------------------------------------------------------------------------------------------------
WEIGHTED AVERAGE ORIGINAL AMORTIZATION TERM:          339                                                       
----------------------------------------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

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                                     REMAINING AMORTIZATION TERM IN MONTHS(1)                                   

       REMAINING                               PRINCIPAL                                                        
  AMORTIZATION TERM       NUMBER OF LOANS      BALANCE         % OF IPB       WA LTV            WA UW DSCR      
----------------------------------------------------------------------------------------------------------------
                                                                                                                
118 - 180                       2            $4,404,853          0.4%          69.6%               1.12x        
181 - 240                      20           106,096,247         10.2           70.4                1.32x        
241 - 300                      24           113,826,834         10.9           71.9                1.46x        
331 - 360                      81           816,489,517         78.4           70.7                1.66x        
----------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:       127        $1,040,817,449        100.0%          70.8%               1.60X        

----------------------------------------------------------------------------------------------------------------
WEIGHTED AVERAGE REMAINING AMORTIZATION TERM:           337                                                     
----------------------------------------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

----------------------------------------------------------------------------------------------------------------
                                                     AMORTIZATION TYPES                                         

                                              PRINCIPAL                                                         
   AMORTIZATION TYPES     NUMBER OF LOANS      BALANCE         % OF IPB       WA LTV            WA UW DSCR      
----------------------------------------------------------------------------------------------------------------
                                                                                                                
BALLOON LOANS(2)               90          $600,685,908          57.6%         71.0%              1.59x         
ARD LOANS                      19           254,509,584          24.4          76.1               1.43x         
PARTIAL INTEREST-ONLY           8           121,550,000          11.7          57.7               2.15x         
FULLY AMORTIZING               10            64,071,957           6.1          72.5               1.27x         
INTEREST ONLY                   1             2,000,000           0.2           6.5              19.64x         
----------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:       128        $1,042,817,449         100.0%         70.6%              1.63x         
----------------------------------------------------------------------------------------------------------------

(1)  Excludes loans that are interest only for the entire term.                 

(2)  Excludes the mortgage loans which pay interest only for a portion of their 
term.                                                                 

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REPRESENTATIVE.                                                                 

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--------------------------------------------------------------------------------
 COLLATERAL STATISTICS
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

----------------------------------------------------------------------------------------------------------------
                            UNDERWRITTEN CASH FLOW DEBT SERVICE COVERAGE RATIOS(1)                              

                                                               PRINCIPAL                                        
        UW DSCR           NUMBER OF LOANS      BALANCE         % OF IPB       WA LTV            WA UW DSCR      
----------------------------------------------------------------------------------------------------------------
                                                                                                                
1.20X - 1.29X                  14             $76,053,936         7.3%         74.5%              1.23x         
1.30X - 1.34X                  10              57,996,812         5.6          77.1               1.32x         
1.35X - 1.39X                  22             217,194,816        20.9          74.8               1.37x         
1.40X - 1.44X                  14              85,879,281         8.3          74.4               1.43x         
1.45X - 1.49X                  20             166,784,791        16.0          76.0               1.46x         
1.50X - 1.69X                  32             244,534,521        23.5          73.4               1.56x         
1.70X - 1.99X                   8              25,979,712         2.5          64.7               1.76x         
2.00X - 2.99X                   6             163,279,650        15.7          51.0               2.46x         
3.00X - 19.64X                  1               2,000,000         0.2           6.5              19.64x         
----------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:       127          $1,039,703,520       100.0%         70.6%              1.64x         
----------------------------------------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

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                                          LTV RATIOS AS OF THE CUT-OFF DATE                                     

                                              PRINCIPAL                                                         
      CUT-OFF LTV         NUMBER OF LOANS      BALANCE         % OF IPB       WA LTV            WA UW DSCR      
----------------------------------------------------------------------------------------------------------------
                                                                                                                
6.5% - 49.9%                    5           $95,059,280          9.1%         47.7%               2.79x         
50.0% - 59.9%                   9            87,540,384          8.4          54.5                2.30x         
60.0% - 64.9%                   9            51,928,414          5.0          63.3                1.51x         
65.0% - 69.9%                  13            48,177,161          4.6          68.6                1.45x         
70.0% - 74.9%                  44           304,176,999         29.2          73.2                1.47x         
75.0% - 80.0%                  48           455,935,211         43.7          77.9                1.41x         
----------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:       128        $1,042,817,449        100.0%         70.6%               1.63x         
----------------------------------------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

----------------------------------------------------------------------------------------------------------------
                                       LTV RATIOS AS OF THE MATURITY DATE                                       

                                              PRINCIPAL                    WA MATURITY                          
      MATURITY LTV        NUMBER OF LOANS      BALANCE         % OF IPB        LTV              WA UW DSCR      
----------------------------------------------------------------------------------------------------------------
                                                                                                                
0.0% - 29.9%                    6           $16,794,678          1.7%         62.6%               3.44x         
30.0% - 49.9%                  17           205,735,487         21.0          53.8                2.25x         
50.0% - 59.9%                  30           190,750,022         19.5          71.7                1.47x         
60.0% - 64.9%                  36           316,757,627         32.4          74.5                1.47x         
65.0% - 69.9%                  27           242,426,801         24.8          78.9                1.43x         
70.0% - 72.0%                   2             6,280,877          0.6          77.6                1.45x         
----------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:       118          $978,745,492        100.0%         70.5%               1.66X         
----------------------------------------------------------------------------------------------------------------

(1)  Excludes the 1 mortgage loan, representing approximately 0.3% of the       
     aggregate principal balance of the pool of mortgage loans as of the Cut-off
date that is a credit tenant lease (CTL) loan.                        

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REPRESENTATIVE.                                                                 

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STRUCTURAL AND COLLATERAL TERM SHEET                            JPMCC 2003-CIBC6

--------------------------------------------------------------------------------
 COLLATERAL STATISTICS
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

----------------------------------------------------------------------------------------------------------------
                                            CURRENT OCCUPANCY RATES                                             

   CURRENT OCCUPANCY                          PRINCIPAL                                                         
        RATES             NUMBER OF LOANS      BALANCE         % OF IPB       WA LTV            WA UW DSCR      
----------------------------------------------------------------------------------------------------------------
                                                                                                                
74.7% - 85.0%                   4           $30,778,320          3.0%            66.9%            1.47x         
85.1% - 90.0%                   9            73,774,023          7.1             73.5             1.51x         
90.1% - 95.0%                  24           222,780,490         21.4             70.2             1.74x         
95.1% - 100.0%                106           715,484,616         68.6             70.6             1.62x         
----------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED                143        $1,042,817,449        100.0%            70.6%            1.63X         
AVERAGE:                                                                                                        
----------------------------------------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

----------------------------------------------------------------------------------------------------------------
                                               YEAR BUILT/RENOVATED                                             

                                              PRINCIPAL                                                         
  YEAR BUILT/RENOVATED    NUMBER OF LOANS      BALANCE         % OF IPB       WA LTV            WA UW DSCR      
----------------------------------------------------------------------------------------------------------------
                                                                                                                
1950 - 1959                     3            $8,015,000          0.8%            74.5%            1.41x         
1960 - 1969                     5            16,740,673          1.6             72.4             1.38x         
1970 - 1979                    11            39,862,627          3.8             74.8             1.45x         
1980 - 1989                    31           164,009,496         15.7             72.5             1.49x         
1990 - 1999                    34           286,903,170         27.5             66.6             1.76x         
2000 - 2003                    59           527,286,483         50.6             71.8             1.64x         
----------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:       143        $1,042,817,449        100.0%            70.6%            1.63X         
----------------------------------------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

----------------------------------------------------------------------------------------------------------------
                                            PREPAYMENT PROTECTION                                               

       PREPAYMENT                              PRINCIPAL                                                        
      PROTECTION          NUMBER OF LOANS      BALANCE         % OF IPB       WA LTV            WA UW DSCR      
----------------------------------------------------------------------------------------------------------------
                                                                                                                
DEFEASANCE                    122          $1,008,640,340        96.7%           70.8%            1.63x         
YIELD MAINTENANCE               6              34,177,110         3.3            64.7             1.73x         
----------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:       128          $1,042,817,449       100.0%           70.6%            1.63X         
----------------------------------------------------------------------------------------------------------------

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REPRESENTATIVE.                                                                 

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STRUCTURAL AND COLLATERAL TERM SHEET                            JPMCC 2003-CIBC6

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 TOP 10 MORTGAGE LOANS
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

------------------------------------------------------------------------------------------------------------------------------------
 LOAN                    LOAN NAME          CUT-OFF DATE   % OF     SQUARE FEET/    LOAN PER     UW    CUTOFF LTV      PROPERTY     
SELLER(1)                (LOCATION)            BALANCE      IPB         UNIT         SF/UNIT    DSCR     RATIO           TYPE       
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
JPMCB       Battlefield Mall                $85,000,000(2)  8.2%    1,006,618 SF         $84     2.44x     48.9%     Regional Mall  
            (Springfield, MO)                                                                                                       

ABN         One Alliance Center              61,930,576(2)  5.9%      554,849 SF        $112     2.49x     53.7%     CBD Office     
            (Atlanta, GA)                                                                                                           

JPMCB       International Paper Office       34,969,442     3.4%      214,060 SF        $163     1.35x     77.4%     Suburban       
            (Memphis, TN)                                                                                            Office         

JPMCB       Deerfield Mall                   32,453,953     3.1%      371,158 SF         $87     1.38x     75.5%     Anchored       
            (Deerfield Beach, FL)                                                                                    Retail         

JPMCB       Shelbyville Road Plaza           31,150,000     3.0%      250,057 SF        $125     1.21x     76.9%     Anchored       
            (Louisville, KY)                                                                                         Retail         

CIBC        641 Sixth Avenue                 28,885,324     2.8%      157,552 SF        $183     1.35x     74.3%     CBD Office     
            (New York, NY)                                                                                                          

JPMCB       Tices Corner Retail Marketplace  24,924,691     2.4%      119,114 SF        $209     1.48x     73.3%     Anchored       
            (Woodcliff Lake, NJ)                                                                                     Retail         

CIBC        919 Market Place                 22,956,879     2.2%      220,587 SF        $104     1.37x     79.7%     CBD Office     
            (Wilmington, DE)                                                                                                        

CIBC        Plaza 48                         22,277,294     2.1%      129,790 SF        $171     1.60x     76.8%     Anchored       
            (Long Island City, NY)                                                                                   Retail         

CIBC        2121 Market Place                20,240,000     1.9%       168 Units     120,476     1.32x     80.0%     Multifamily    
            (Philadelphia, PA)                                                                                                      
------------------------------------------------------------------------------------------------------------------------------------
             TOTAL/WEIGHTED AVERAGE:       $364,788,160    35.0%                                 1.81x     66.3%                    
------------------------------------------------------------------------------------------------------------------------------------

(1)  "JPMCB" = JPMORGAN CHASE BANK; "CIBC" = CIBC INC.; "ABN" = ABN AMRO BANK   
N.V.                                                                  

(2)  REPRESENTING THE POOLED COMPONENTS OF EACH LOAN                            

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REPRESENTATIVE.                                                                 

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REPRESENTATIVE.                                                                 

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STRUCTURAL AND COLLATERAL TERM SHEET                            JPMCC 2003-CIBC6

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BATTLEFIELD MALL
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[THREE PHOTOS OF BATTLEFIELD MALL OMITTED]

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REPRESENTATIVE.                                                                 

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STRUCTURAL AND COLLATERAL TERM SHEET                            JPMCC 2003-CIBC6

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BATTLEFIELD MALL
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
LOAN INFORMATION      
--------------------------------------------------------------------------------
ORIGINAL PRINCIPAL BALANCE:       $85,000,000 (Pooled Component)                
CUT-OFF PRINCIPAL BALANCE:        $85,000,000 (Pooled Component)                
% OF POOL BY IPB:                 8.2%                                          
LOAN SELLER:                      JPMorgan Chase Bank                           
BORROWER:                         Battlefield Mall, LLC                         
SPONSOR:                          Simon Property Group, L.P.                    
ORIGINATION DATE:                 6/30/2003                                     
INTEREST RATE:                    4.4697%                                       
INTEREST ONLY PERIOD:             24 months                                     
MATURITY DATE:                    7/1/2013                                      
AMORTIZATION TYPE:                IO-Balloon                                    
ORIGINAL AMORTIZATION:            360                                           
REMAINING AMORTIZATION:           360                                           
CALL PROTECTION:                  L(24),Def(91),O(4)                            
CROSS-COLLATERALIZATION:          NAP                                           
LOCK BOX:                         Springing                                     
ADDITIONAL DEBT:                  NAP                                           
ADDITIONAL DEBT TYPE:             NAP                                           
LOAN PURPOSE:                     Refinance                                     
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
PROPERTY INFORMATION      
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:           Single Asset                                  
TITLE:                            Fee/Leasehold                                 
PROPERTY TYPE:                    Regional Mall                                 
SQUARE FOOTAGE:                   1,006,618                                     
LOCATION:                         Springfield, MO                               
YEAR BUILT/RENOVATED:             1970/1997                                     
OCCUPANCY:                        96.9%(1)                                      
INLINE OCCUPANCY:                 92.6%                                         
OCCUPANCY DATE:                   4/4/2003                                      
INLINE SALES/SF:                  $347(2)                                       
OCCUPANCY COST:                   12.4%                                         
NUMBER OF TENANTS:                132                                           
HISTORICAL NOI:                                                                 
2001:            $11,797,863                  
2002:            $12,215,569                  
    2003:            $12,169,866 (TTM as of 4/30/2003)
UW NOI:                           $12,939,573                                   
UW NET CASH FLOW:                 $12,537,029                                   
APPRAISED VALUE:                  $174,000,000                                  
APPRAISAL DATE:                   5/27/2003                                     
--------------------------------------------------------------------------------

(1)  Occupancy percentage does not include Sears, which is anchored owned. The  
    mall is 97.4% occupied when Sears is included in the occupancy percentage.

(2)  Sales for all tenants under 10,000 square feet for 2002.                   

--------------------------------------------------------------------------------
RESERVES      
--------------------------------------------------------------------------------

In lieu of monthly reserves for taxes, insurance, CapEx, and ground rent by the 
Battlefield Mall Borrower, Simon Property Group, L.P. has provided a guarantee  
for such amounts. In addition, if the option to extend the lease for the        
Dillard's Women space is not exercised on or before January 31, 2007, a TI/LC   
reserve deposit or guarantee totaling $500,000 will be required.                

The Simon Property Group, L.P. guarantee in lieu of deposits will be allowed so 
long as it maintains long-term debt ratings of at least BBB- by Fitch or Baa3 by
Moody's.                                                                        
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
FINANCIAL INFORMATION     
--------------------------------------------------------------------------------
CUT-OFF DATE LOAN/SF:                                              $84
  CUT-OFF DATE LTV:                                                  48.9%
  MATURITY LTV:                                                      41.9%
  UW DSCR:                                                           2.44x
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

------------------------------------------------------------------------------------------------------------------------------------
                                                              ANCHOR TENANTS                                                        

                                                               MOODY'S/      SQUARE     % OF    SALES    BASE RENT       LEASE      
    TENANT NAME                PARENT COMPANY                   S&P(3)         FEET      GLA    PSF(4)      PSF     EXPIRATION YEAR 
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
JC PENNY          JC Penny Company (NYSE: JCP)                  Ba3/BB+     203,325     20.2%    $174       $1.26         2016      
SEARS(5)          Sears, Roebuck and Co. (NYSE: S)             Baa1/BBB     178,170       N/A     NAV         N/A         2022      
DILLARD'S WOMEN   Dillard's, Inc. (NYSE: DDS)                   Ba3/BB+     138,409     13.8%    $185       $1.18         2005      
DILLARD'S         Dillard's, Inc. (NYSE: DDS)                   Ba3/BB+     125,241     12.4%     $92       $4.00         2008      
FAMOUS-BARR       May Department Stores Company (NYSE: MAY)    Baa1/BBB+    125,056     12.4%    $205       $1.49         2012      
------------------------------------------------------------------------------------------------------------------------------------
                                                   SIGNIFICANT IN-LINE TENANTS                                                      
------------------------------------------------------------------------------------------------------------------------------------
OLD NAVY          The Gap, Inc (NYSE: GPS)                      Ba3/BB+      14,989      1.5%    $512      $34.87(6)      2004      
EXPRESS WOMEN     Limited Brands (NYSE: LTD)                   Baa1/BBB+     14,705      1.5%    $286      $17.00         2008      
ETHAN ALLEN       Ethan Allen Interiors Inc. (NYSE: ETH)        Ba1/A-       12,589      1.3%     NAV      $11.21         2008      
F.Y.E             Trans World Entertainment  (NYSE: TWMC)        NR/NR       11,018      1.1%    $192      $18.00         2006      
------------------------------------------------------------------------------------------------------------------------------------

(3)  Ratings provided are the entity listed in the "Parent Company" field       
whether or not the parent company guarantees the lease.               

(4)  Sales per square foot for the 12 month period ending 4/30/2003.            

(5)  Sears is anchored owned and not part of the collateral.                    

(6)  Old Navy pays percentage rent in lieu of base rent. The figure shown is    
calculated based upon the percentage rent amount paid.                

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REPRESENTATIVE.                                                                 

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STRUCTURAL AND COLLATERAL TERM SHEET                            JPMCC 2003-CIBC6

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BATTLEFIELD MALL
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--------------------------------------------------------------------------------
 SPONSOR
--------------------------------------------------------------------------------
Headquartered in Indianapolis, Simon Property Group, Inc.(NYSE: SPG) is the     
largest publicly traded retail real estate investment trust (REIT) in North     
America. Simon is a member of the S&P 500 index and was named Fortune Magazine's
2003 Most Admired Real Estate Company.                                          

Today, Simon manages a retail network that drives approximately $40 billion in  
annual sales. Simon's activities are conducted through Simon Property Group,    
Limited Partnership (the "Operating Partnership"), in which it owns a 73.6%     
weighted average direct and indirect interest as of December 31, 2002.          

Simon Property Group, Inc. properties primarily consist of regional malls and   
community shopping centers. The properties contain an aggregate of approximately
184.5 million square feet of Gross Leasable Area (GLA), of which Simon Property 
Group, Inc. owns 105.9 million square feet. More than 3,900 different retailers 
occupy more than 20,000 stores in the properties and no one retail tenant       
represents more than 5.3% of the company`s properties' total minimum rents.     
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
COLLATERAL
--------------------------------------------------------------------------------
Battlefield Mall is a 1.1 million square foot, recently renovated enclosed      
regional mall, located west of U.S 65 at the intersection of Battlefield Street 
and Glenstone Avenue in Springfield, Missouri. Battlefield Mall, the only       
super-regional mall in the area, opened in 1970, expanded and renovated in 1982 
and recently renovated in 1997. The center is anchored by five tenants, ranging 
from 125,000 to 203,000 square feet. In addition the center has approximately   
414,677 square feet of in-line tenants, which includes The Gap, Limited,        
Victoria's Secret, Eddie Bauer, Champs Sports, Abercrombie & Fitch, Shoe        
Express, The Children's Place, and The Disney Store.                            

JC Penney occupies 203,235 square feet (20.2% of the Mall). JC Penney is a major
retailer, operating 1,049 department stores in 49 states, Puerto Rico and       
Mexico. Sears occupies 178,170 square feet. The Sears space is anchored owned   
and does not serve as collateral for this loan. Sears is a multi-line retailer  
that offers a wide array of merchandise and related services. Dillard's occupies
263,650 square feet in two stores- spaces (26.2% of the Mall). The two stores   
are split into Dillard's and Dillard's Women. Dillard's ranks among the nation's
largest fashion apparel and home furnishings retailers with annual revenues     
exceeding $8.2 billion.                                                         
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
 MARKET(1)
--------------------------------------------------------------------------------
Springfield, Missouri is a regional center located in Greene County, near the   
southwest corner of the state. Via major roadways, it is approximately 215 miles
southwest of St. Louis, 175 miles south of Kansas City and 180 miles northeast  
of Tulsa, Oklahoma. Major highways serving the MSA include Interstate 44, which 
links St. Louis, Tulsa, and Oklahoma City and US Route 65, which links          
Springfield and Branson.                                                        

Major employers in Springfield include Cox Health, St. John's Health System,    
Southwest Missouri State University, Bank One, and Kraft Foods. The largest     
industries, based on employees, are retail trade, health services and education 
services, with very even dispersion among all other industries.                 

Although Battlefield's market spans over 100 miles outward from the mall,       
approximately 70% of market's residents live within 10 miles of the mall. People
living within the mall's trade area have an average household income of $43,868 
and their median age is 35.7 years.                                             

Southwest Missouri State University, located in Springfield, has a student      
enrollment of 19,000. In total, there are more than 35,000 students enrolled in 
the colleges and universities in Springfield.                                   
--------------------------------------------------------------------------------

(1)  Certain information from the Integra Realty Resources appraisal dated May  
     27, 2003. The appraisal relies upon many assumptions, and no representation
 is made as to the accuracy of the assumptions underlying the appraisal.

                                                        [Enlarge/Download Table]

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                                                        LEASE ROLLOVER SCHEDULE                                                     

              NUMBER OF   SQUARE                             % OF BASE    CUMULATIVE    CUMULATIVE %   CUMULATIVE    CUMULATIVE %   
               LEASES      FEET     % OF GLA     BASE RENT     RENT      SQUARE FEET       OF GLA       BASE RENT    OF BASE RENT   
     YEAR     EXPIRING   EXPIRING   EXPIRING     EXPIRING    EXPIRING      EXPIRING       EXPIRING      EXPIRING       EXPIRING     
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
VACANT           NAP      30,706       3.1%            NAP       NAP          30,706           3.1%            NAP            NAP   
2003 & MTM         5       8,383       0.8        $311,438       2.8%         39,089           3.9%       $311,438           2.8%   
2004              18      62,666       6.2       1,789,418      16.0         101,755          10.1%     $2,100,856          18.8%   
2005              12     168,543      16.7         974,331       8.7         270,298          26.9%     $3,075,187          27.5%   
2006              14      47,576       4.7         997,777       8.9         317,874          31.6%     $4,072,964          36.5%   
2007              14      41,413       4.1         792,688       7.1         359,287          35.7%     $4,865,652          43.6%   
2008              12     178,820      17.8       1,616,913      14.5         538,107          53.5%     $6,482,565          58.1%   
2009               9      26,230       2.6         770,600       6.9         564,337          56.1%     $7,253,165          65.0%   
2010              17      44,469       4.4       1,064,316       9.5         608,806          60.5%     $8,317,481          74.5%   
2011              14      36,618       3.6       1,203,126      10.8         645,424          64.1%     $9,520,607          85.3%   
2012               8     137,127      13.6         722,948       6.5         782,551          77.7%    $10,243,555          91.8%   
THEREAFTER         9     224,067      22.3         918,765       8.2       1,006,618         100.0%    $11,162,320         100.0%   
------------------------------------------------------------------------------------------------------------------------------------
TOTAL            132   1,006,618     100.0%    $11,162,320     100.0%                                                               
------------------------------------------------------------------------------------------------------------------------------------

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REPRESENTATIVE.                                                                 

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STRUCTURAL AND COLLATERAL TERM SHEET                            JPMCC 2003-CIBC6

Battlefield Mall

 [DIRECTORY OF BATTLEFIELD MALL OMITTED]

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REPRESENTATIVE.                                                                 

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STRUCTURAL AND COLLATERAL TERM SHEET                            JPMCC 2003-CIBC6

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BATTLEFIELD MALL
--------------------------------------------------------------------------------

[MAP OF AREA SURROUNDING BATTLEFIELD MALL OMITTED]

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REPRESENTATIVE.                                                                 

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BATTLEFIELD MALL
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[AERIAL PHOTO OF BATTLEFIELD MALL OMITTED]

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REPRESENTATIVE.                                                                 

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STRUCTURAL AND COLLATERAL TERM SHEET                            JPMCC 2003-CIBC6

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 ONE ALLIANCE CENTER
--------------------------------------------------------------------------------

 [TWO PHOTOS OF ONE ALLIANCE CENTER OMITTED]

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REPRESENTATIVE.                                                                 

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 ONE ALLIANCE CENTER
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
LOAN INFORMATION      
--------------------------------------------------------------------------------
ORIGINAL PRINCIPAL BALANCE:  $62,000,000 (Pooled Component)                     
CUT-OFF PRINCIPAL BALANCE:   $61,930,576 (Pooled Component)                     
% OF POOL BY IPB:            5.9%                                               
LOAN SELLER:                 ABN AMRO Bank N.V.                                 
BORROWER:                    Trizec Alliance Center, LLC                        
SPONSOR:                     Trizec Holdings, Inc.                              
ORIGINATION DATE:            6/25/2003                                          
INTEREST RATE:               4.7750%                                            
INTEREST ONLY PERIOD:        NAP                                                
MATURITY DATE:               7/1/2013                                           
AMORTIZATION TYPE:           Balloon                                            
ORIGINAL AMORTIZATION:       360                                                
REMAINING AMORTIZATION:      359                                                
CALL PROTECTION:             L(24), Def(93), O(2)                               
CROSS-COLLATERALIZATION:     NAP                                                
LOCK BOX:                    CMA                                                
ADDITIONAL DEBT:             Permitted                                          
ADDITIONAL DEBT TYPE:        Mezzanine (Future)                                 
LOAN PURPOSE:                Refinance                                          
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
PROPERTY INFORMATION      
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:      Single Asset                                       
TITLE:                       Fee                                                
PROPERTY TYPE:               CBD Office                                         
SQUARE FOOTAGE:              554,849                                            
LOCATION:                    Atlanta, GA                                        
YEAR BUILT/RENOVATED:        2001/NAP                                           
OCCUPANCY:                   94.2%                                              
OCCUPANCY DATE:              8/1/2003                                           
NUMBER OF TENANTS:           24                                                 
HISTORICAL NOI:                                                                 
2001:       NAP (Built in 2001)               
2002:       $5,096,623                        
2003:       $5,489,199 (TTM as of 3/31/2003)  
UW NOI:                      $10,382,220                                        
UW NET CASH FLOW:            $9,548,576                                         
APPRAISED VALUE:             $115,400,000                                       
APPRAISAL DATE:              5/1/2003                                           
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
RESERVES      
--------------------------------------------------------------------------------
ESCROWS/RESERVES:                      INITIAL        MONTHLY                   
                      -------------- ---------------
     Taxes:              $0             $0
     Insurance:          $0             $0
     TI/LC:              $0             $0
     CapEx:              $0             $0
     Other:        $670,631(1)          $0
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
FINANCIAL INFORMATION     
--------------------------------------------------------------------------------
CUT-OFF DATE LOAN/SF:               $112                                        
CUT-OFF DATE LTV:                   53.7%                                       
MATURITY DATE LTV:                  44.0%                                       
UW DSCR:                            2.49x                                       
--------------------------------------------------------------------------------
(1)  The tenant "the Japanese Consulate" pays one year's rent in advance.       

                                                        [Enlarge/Download Table]

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                                                          SIGNIFICANT TENANTS                                                       

                                                                   MOODY'S/    SQUARE                                     LEASE     
              TENANT NAME                    PARENT COMPANY         S&P(2)      FEET      % OF GLA    BASE RENT PSF  EXPIRATION YEAR
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
S1, INC.                                  S1 Corporation            NR/NR      184,435       33.2%        $23.47           2011     
TOWERS, PERRIN, FORSTER & CROSBY, INC.    NAP                       NR/NR      101,076       18.2%        $30.39           2012     
BBDO WORLDWIDE, INC.                      Omnicom Group, Inc.       Baa1/A-     68,000       12.3%        $32.64           2011     
------------------------------------------------------------------------------------------------------------------------------------

(2)  Ratings provided are the entity listed in the "Parent Company" field       
whether or not the parent company guarantees the lease                

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REPRESENTATIVE.                                                                 

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STRUCTURAL AND COLLATERAL TERM SHEET                            JPMCC 2003-CIBC6

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 ONE ALLIANCE CENTER
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
 SPONSOR
--------------------------------------------------------------------------------
The borrowing entity, Trizec Alliance Center, LLC is wholly-owned by Trizec     
Holdings, Inc., which is 100% owned by Trizec Properties, Inc., ("Trizec")      
Trizec was launched as a publicly traded U.S. office REIT in May 2002           
(NYSE:TRZ). Trizec is one of the largest owners and managers of commercial      
property in North America with 69 office properties totaling approximately 48   
million SF. According to Trizec's first quarter 2003 financial statements, the  
book value of its real estate assets as of March 31, 2003 was approximately     
$5.15 billion.                                                                  
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
COLLATERAL
--------------------------------------------------------------------------------
The One Alliance Center property ("One Alliance Center") is located at 3500     
Lenox Road in Atlanta, Georgia. It was constructed in 2001 and contains 537,549 
RSF of office space, 13,707 RSF of retail space and 3,593 RSF of storage space. 
One Alliance Center is a part of Trizec's overall master plan for a 10-acre     
Alliance Center, which when completed will include three office buildings       
totaling 1.5 million RSF and one residential tower totaling 250,000 RSF, with   
parking for 4,000 vehicles. One Alliance Center is the first building           
constructed as part of the Alliance Center master plan. The residential tower is
presently under construction on a site that Trizec sold to Hanover Properties.  
One Alliance Center is 94.2% leased to 24 tenants. The largest tenant in One    
Alliance Center is S1, Inc., a wholly owned subsidiary of S1 Corporation. S1,   
Inc. leases 33.2% of the net RSF. Towers, Perrin, Forster & Crosby, Inc. is the 
second largest tenant occupying 18.3% of the net RSF. BBDO Worldwide Inc., a    
wholly owned subsidiary of Omnicom Group, Inc. (rated "Baa1" by Moody's, and    
"A-" by Fitch and S&P) is the third largest tenant occupying 12.3% of the net   
RSF.                                                                            
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
 MARKET(1)
--------------------------------------------------------------------------------
One Alliance Center is located in Fulton County, within the Atlanta MSA ("MSA") 
at 3500 Lenox Road on the southwest corner of Lenox Road and Phipps Boulevard.  
Lenox Road is an eight to ten lane road that runs northeast/south, providing    
immediate access to GA 400 and Peachtree Road. One Alliance Center is located in
the Buckhead submarket within the city of Atlanta. The Buckhead Loop is a       
semicircular, multilane highway that accesses GA 400 and connects to both       
Peachtree Road and Piedmont Avenue, the two most dominant streets in the city of
Atlanta. One Alliance Center is situated within three-four minutes walking      
distance from Atlanta's two premier regional malls (Lenox Square Mall and Phipps
Plaza), a Ritz Carlton and a Swissotel, and the proposed Buckhead MARTA station 
(Atlanta's rail transit system). The area is easily accessible via four major   
highways (I-75, I-85, I-285 and GA 400), each of which travel through Atlanta's 
Central Business District and provide easy access to other portions of the      
county and state, and via MARTA, for which the nearby Buckhead station is       
currently under design.                                                         

The population of the MSA was approximately 4,395,997 in 2002. Population in the
MSA increased by 5.2% from 4,112,198 in 2000. The number of households in the   
area increased by 2.51% annually between 2000 and 2002, from 1,504,871 to       
1,673,089. By 2007, the number of households in this area is expected to reach  
1,922,115, an increase of 2.81% per annum. As of 2002, the median household     
income and the average household income were estimated to be $59,964 and        
$88,976, respectively, and the per capita income was estimated to be $33,864.   
Average annual increases in household income are forecast to be somewhat lower  
than the previous period.                                                       

The Buckhead submarket lies on the northern side of Atlanta and is one of the   
city's core office markets. The Buckhead submarket consists of 13,884,160       
rentable square feet of office space in 95 multi-tenant buildings (15,000 RSF or
greater), which constitutes approximately 9% of the Metro Atlanta office        
market's GLA. Growth has been halted in this market after third quarter 2001, as
no new space has been introduced over the past six consecutive quarters.        
Additionally, there is currently no new space under construction.               

The vacancy rate in the Buckhead submarket increased from 18.8% to 20.1% between
fourth quarter 2002 and first quarter 2003. Including sublease space, the       
vacancy rate decreased from 23.1% to 22.1%. Buckhead has historically maintained
a significantly lower vacancy rate than the overall Metro Atlanta market. The   
average lease rates in the Buckhead submarket for Class A space ranged from     
$24/RSF to $29/RSF in the first quarter 2003.                                   
--------------------------------------------------------------------------------
(1)  Certain information from the Landauer Realty Group, Inc. appraisal dated   
May 1, 2003. The appraisal relies upon many assumptions, and no       
     representation is made as to the accuracy of the assumptions underlying the
appraisal.                                                            

                                                        [Enlarge/Download Table]

------------------------------------------------------------------------------------------------------------------------------------
                                                    LEASE ROLLOVER SCHEDULE                                                         

             NUMBER OF     SQUARE                              % OF BASE    CUMULATIVE    CUMULATIVE %    CUMULATIVE    CUMULATIVE %
              LEASES        FEET     % OF GLA    BASE RENT       RENT       SQUARE FEET      OF GLA        BASE RENT    OF BASE RENT
     YEAR   EXPIRING(2)   EXPIRING   EXPIRING     EXPIRING     EXPIRING      EXPIRING       EXPIRING       EXPIRING       EXPIRING  
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
VACANT          NAP        32,109       5.8%           NAP        NAP           32,109        5.8%               NAP         NAP    
2003 & MTM        1         3,422       0.6       $103,977        0.7%          35,531        6.4%          $103,977        0.7%    
2004              0             0       0.0              0        0.0           35,531        6.4%          $103,977        0.7%    
2005              0             0       0.0              0        0.0           35,531        6.4%          $103,977        0.7%    
2006              2         6,823       1.2        207,317        1.4           42,354        7.6%          $311,294        2.2%    
2007             10        30,132       5.4        850,843        5.9           72,486       13.1%        $1,162,137        8.1%    
2008              6        13,597       2.5        327,046        2.3           86,083       15.5%        $1,489,183       10.4%    
2009              1        16,299       2.9        407,475        2.8          102,382       18.5%        $1,896,658       13.2%    
2010              2        34,005       6.1        900,358        6.3          136,387       24.6%        $2,797,016       19.5%    
2011              3       255,179      46.0      6,581,500       45.8          391,566       70.6%        $9,378,516       65.2%    
2012              3       140,208      25.3      4,372,913       30.4          531,774       95.8%       $13,751,429       95.6%    
AFTER             2        23,075       4.2        626,665        4.4          554,849      100.0%       $14,378,094      100.0%    
------------------------------------------------------------------------------------------------------------------------------------
TOTAL            30       554,849     100.0%   $14,378,094       100.0%                                                             
------------------------------------------------------------------------------------------------------------------------------------

(2)  There are 30 leases but only 24 actual tenants in the property.            

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REPRESENTATIVE.                                                                 

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--------------------------------------------------------------------------------
 ONE ALLIANCE CENTER
--------------------------------------------------------------------------------

 [MAP OF AREA SURROUNDING ONE ALLIANCE CENTER OMITTED]

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DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR SALES 
REPRESENTATIVE.                                                                 

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 ONE ALLIANCE CENTER
--------------------------------------------------------------------------------

 [AERIAL PHOTO OF ONE ALLIANCE CENTER OMITTED]

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REPRESENTATIVE.                                                                 

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REPRESENTATIVE.                                                                 

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STRUCTURAL AND COLLATERAL TERM SHEET                            JPMCC 2003-CIBC6

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INTERNATIONAL PAPER OFFICE
--------------------------------------------------------------------------------

[THREE PHOTOS OF INTERNATIONAL PAPER OFFICE OMITTED]

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CONTAINED IN THE FINAL PROSPECTUS SUPPLEMENT. THIS PAGE MUST BE ACCOMPANIED BY A
DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR SALES 
REPRESENTATIVE.                                                                 

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STRUCTURAL AND COLLATERAL TERM SHEET                            JPMCC 2003-CIBC6

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INTERNATIONAL PAPER OFFICE
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
LOAN INFORMATION      
--------------------------------------------------------------------------------
ORIGINAL PRINCIPAL BALANCE:       $35,000,000                                   
CUT-OFF PRINCIPAL BALANCE:        $34,969,442                                   
% OF POOL BY IPB:                 3.4%                                          
LOAN SELLER:                      JPMorgan Chase Bank                           
BORROWER:                         Poplar/Massey LLC                             
SPONSOR:                          Century Park Partners, LLC                    
ORIGINATION DATE:                 6/6/2003                                      
INTEREST RATE:                    5.8000%                                       
INTEREST ONLY PERIOD:             NAP                                           
MATURITY DATE:                    7/1/2017                                      
AMORTIZATION TYPE:                ARD                                           
ORIGINAL AMORTIZATION:            360                                           
REMAINING AMORTIZATION:           359                                           
CALL PROTECTION:                  L(24),Def(133),O(10)                          
CROSS-COLLATERALIZATION:          NAP                                           
LOCK BOX:                         CMA                                           
ADDITIONAL DEBT:                  NAP                                           
ADDITIONAL DEBT TYPE:             NAP                                           
LOAN PURPOSE:                     Acquisition Financing                         
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
PROPERTY INFORMATION      
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:           Single Asset                                  
TITLE:                            Leasehold                                     
PROPERTY TYPE:                    Office                                        
SQUARE FOOTAGE:                   214,060                                       
LOCATION:                         Memphis, TN                                   
YEAR BUILT/RENOVATED:             2002/NAP                                      
OCCUPANCY:                        100.0%                                        
OCCUPANCY DATE:                   1/11/2001                                     
NUMBER OF TENANTS:                1                                             
HISTORICAL NOI:                                                                 
2001:            NAP (Built in 2002)          
2002:            $3,153,116                   
    2003:            $3,153,116 (TTM as of 12/31/2002)
UW NOI:                           $3,405,529                                    
UW NET CASH FLOW:                 $3,330,608                                    
APPRAISED VALUE:                  $45,200,000                                   
APPRAISAL DATE:                   4/9/2003                                      
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
RESERVES      
--------------------------------------------------------------------------------
ESCROWS/RESERVES:                     INITIAL         MONTHLY                   
                     --------------- ---------------
  Taxes:              $0           $0(1)
  Insurance:          $0           $0(1)
  TI/LC:              $0           $0(2)
  CapEx:              $0           $0(1)
  Other:              $0           $0(3)
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
FINANCIAL INFORMATION     
--------------------------------------------------------------------------------
CUT-OFF DATE LOAN/SF:              $163                                         
CUT-OFF DATE LTV:                  77.4%                                        
MATURITY DATE LTV:                 58.1%                                        
UW DSCR:                           1.35x                                        
--------------------------------------------------------------------------------
(1)  The International Paper lease is structured on a NNN basis, where the      
 tenant is required to reimburse the landlord for the real estate taxes,
 insurance, and all operating expenses. As a result, reserves for taxes,
insurance and capex were not required.                                

(2)  The loan documents require a monthly TI/LC reserve beginning in May 2005   
with a cap of $600,000. The loan is also structured with a cash sweep 
provision for TI/LC's in the event the tenant does not give notice of 
renewal at least 12 months prior to the lease term.                   

(3)  The landlord is obligated in the Lease to provide a $3.00 per square foot  
allowance (or $642,180), which will be made available to International
Paper upon the expiration of the seventh year of the lease for the    
 refurbishment of the property. Lender will begin monthly collections of
   $13,375 commencing 5/01/2005 through 4/30/2009, or approximately $160,000
 per year in an amount sufficient to aggregate to the $642,000 needed to
 reimburse International Paper for the refurbishment allowance under the
lease agreement.                                                      

                                                        [Enlarge/Download Table]

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                                                       SIGNIFICANT TENANTS                                                          

                                                          MOODY'S/    SQUARE                                                        
     TENANT NAME                PARENT COMPANY             S&P(4)       FEET      % OF GLA    BASE RENT PSF   LEASE EXPIRATION YEAR 
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
INTERNATIONAL PAPER    International Paper Company      Baa2/BBB      214,060        100%         $15.73             2017(5)        
------------------------------------------------------------------------------------------------------------------------------------

(4)  Ratings provided are the entity listed in the "Parent Company" field       
whether or not the parent company guarantees the lease.               

(5)  The lease has two five-year renewal options.                               

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REPRESENTATIVE.                                                                 

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INTERNATIONAL PAPER OFFICE
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
 SPONSOR
--------------------------------------------------------------------------------
The borrower is Century Park Partners, LLC ("CPP"), a professional real estate  
investment company that specializes in purchasing single tenant properties with 
relatively long-term leases. Founded in 1996 and based in Los Angeles, CA, CPP  
currently owns 8 other single tenant properties nationwide (4 in California, 1  
in Charlotte, NC, 1 in Albuquerque, NM, 1 in Salt Lake City, UT, and 1 in       
Dallas, TX), with an aggregate value in excess of $125.0 million. CPP purchased 
the property in June 2003 for $45.2 million.                                    

Highwoods Properties (NYSE: HIW) was the original developer of the subject      
property, as well as the two adjacent identical towers, and serves as the       
on-site property manager and leasing agent since construction completion.       
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
COLLATERAL
--------------------------------------------------------------------------------
International Paper Office is the third of three identically designed buildings 
in International Place, a 642,000 square foot class A office park located in the
East Memphis/Germantown section of Memphis, TN. Although International Paper    
("IP") is incorporated in Connecticut for tax purposes, the site has been its   
functional headquarters since 1987. IP initially moved its headquarters to      
International Place Tower One, which it currently owns and occupies 100.0% of   
the 214,060 square foot building.                                               

The subject property is located at the northwest quadrant of Poplar Avenue (US  
Highway 72/Tennessee Highway 57) and International Place, in the eastern portion
of Memphis, TN. The property is an 11-story office building with access to an   
adjoining 3-level parking deck that serves the three individual buildings. Each 
building has their pro-rata portion of the structure included in their ownership
interest. There are a total of roughly 1,900 total spaces (3.3 per useable      
square foot) and the portion of the garage included in the International Paper  
Office is 644 spaces (versus the 620 required in the International Paper lease).
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
 MARKET(1)
--------------------------------------------------------------------------------
Land use in the neighborhood consists primarily of office buildings and         
commercial developments along Poplar Avenue, with supporting residential        
development on the surrounding secondary roadways. The office usage in the      
neighborhood is oriented towards multi-story buildings located individually and 
within office parks. The majority of the office development in the submarket is 
located immediately surrounding the subject property and to the west along      
Poplar Avenue. Other than the subject property's office park, significant office
buildings in the immediate area include Lakecrest Office Park, Crescent         
Building, 6000/6060 Poplar Building, White Station Tower, Poplar Tower, Clark   
Centre and The 5150 Building.                                                   

Overall office supply totals over 18.6 million square feet in metropolitan      
Memphis, and 7.8 million square feet in the East Memphis submarket. Directly    
comparable properties total roughly 1.5 million square feet and currently post  
an average occupancy of roughly 95%. The appraiser cited market vacancies for   
Overall Memphis (16%), East Memphis Suburban (16%) and Metropolitan Class A     
properties.                                                                     
--------------------------------------------------------------------------------

(1)  Certain information from the CB Richard Ellis appraisal dated April 9,     
    2003. The appraisal relies upon many assumptions, and no representation is
made as to the accuracy of the assumptions underlying the appraisal.  

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REPRESENTATIVE.                                                                 

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INTERNATIONAL PAPER OFFICE
--------------------------------------------------------------------------------

[MAP OF AREA SURROUNDING INTERNATIONAL PAPER OFFICE OMITTED]

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REPRESENTATIVE.                                                                 

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STRUCTURAL AND COLLATERAL TERM SHEET                            JPMCC 2003-CIBC6

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DEERFIELD MALL
--------------------------------------------------------------------------------

 [FOUR PHOTOS OF DEERFIELD MALL OMITTED]

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REPRESENTATIVE.                                                                 

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STRUCTURAL AND COLLATERAL TERM SHEET                            JPMCC 2003-CIBC6

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DEERFIELD MALL
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL PRINCIPAL BALANCE:       $32,650,000                                   
CUT-OFF PRINCIPAL BALANCE:        $32,453,953                                   
% OF POOL BY IPB:                 3.1%                                          
LOAN SELLER:                      JPMorgan Chase Bank                           
BORROWER:                         RM Deerfield Mall, LLLP                       
SPONSOR:                          Barry Ross and William D. Matz                
ORIGINATION DATE:                 1/15/2003                                     
INTEREST RATE:                    5.9000%                                       
INTEREST ONLY PERIOD:             NAP                                           
MATURITY DATE:                    2/1/2013                                      
AMORTIZATION TYPE:                Balloon                                       
ORIGINAL AMORTIZATION:            360                                           
REMAINING AMORTIZATION:           354                                           
CALL PROTECTION:                  L(24),Def(86),O(4)                            
CROSS-COLLATERALIZATION:          NAP                                           
LOCK BOX:                         NAP                                           
ADDITIONAL DEBT:                  NAP                                           
ADDITIONAL DEBT TYPE:             NAP                                           
LOAN PURPOSE:                     Acquisition Financing                         
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:           Single Asset                                  
TITLE:                            Fee                                           
PROPERTY TYPE:                    Anchored Retail                               
SQUARE FOOTAGE:                   371,158                                       
LOCATION:                         Deerfield Beach, FL                           
YEAR BUILT/RENOVATED:             1988/NAP                                      
OCCUPANCY:                        96.3%                                         
OCCUPANCY DATE:                   3/31/2003                                     
NUMBER OF TENANTS:                56                                            
HISTORICAL NOI:                                                                 
2001:            $3,236,880                   
2002:            $3,375,211                   
    2003:            $3,375,211 (TTM as of 12/31/2002)
UW NOI:                           $3,408,751                                    
UW NET CASH FLOW:                 $3,206,230                                    
APPRAISED VALUE:                  $43,000,000                                   
APPRAISAL DATE:                   11/23/2002                                    
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
RESERVES      
--------------------------------------------------------------------------------
ESCROWS/RESERVES:                      INITIAL        MONTHLY                   
                      -------------- ---------------
Taxes:              $394,516        $78,903 
Insurance:          $215,283        $18,456 
TI/LC:              $325,000(1)          $0 
CapEx:              $342,500         $3,300 
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
 FINANCIAL INFORMATION
--------------------------------------------------------------------------------
CUT-OFF DATE LOAN/SF:     $87                                                   
CUT-OFF DATE LTV:       75.5%                                                   
MATURITY LTV:           64.2%                                                   
UW DSCR:                1.38x                                                   
--------------------------------------------------------------------------------
(1)  A 325,000 TI/LC reserve was funded at closing. If the reserve is drawn     
     upon, a monthly escrow will commence until the cap of $325,000 is achieved.

                                                        [Enlarge/Download Table]

------------------------------------------------------------------------------------------------------------------------------------
                                                           MAJOR TENANTS                                                            

                                                                               SQUARE   % OF    SALES     BASE RENT       LEASE     
        TENANT NAME                    PARENT COMPANY        MOODY'S/S&P(2)     FEET     GLA    PSF(3)       PSF     EXPIRATION YEAR
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
TJ MAXX(4)                 TJX Companies, Inc. (NYSE: TJX)        A3/A         78,823   21.2%   $1944       $5.50          2012     
PUBLIX SUPERMARKETS, INC.  Publix Super Markets, Inc. (NYSE:     NR/NR         42,112   11.3%    $670       $6.00          2008     
                           PUSH)                                                                                                    
HARCOURT GENERAL, INC.5    Reed Elsevier Group (NYSE: ENL)       NR/A-         32,368    8.7%     N/A      $13.55          2009     
OFFICEMAX, INC.            OfficeMax, Inc. (NYSE: OMX)           NR/NR         29,760    8.0%     N/A       $8.65          2009     
MARSHALLS OF MA, INC.      TJX Companies, Inc. (NYSE: TJX)        A3/A         27,000    7.3%    $223       $7.50          2004     
WALGREEN CO.               Walgreen Co. (NYSE: WAG)              Aa3/A+        13,500    3.6%    $579      $12.25          2008     
------------------------------------------------------------------------------------------------------------------------------------

(2)  Ratings provided are the entity listed in the "Parent Company" field       
whether or not the parent company guarantees the lease.               

(3)  Sales as of 12/31/2001.                                                    

(4)  Sports Authority is subleasing 48,583 square feet from TJ Maxx. The sales  
     per square feet figure represents the aggregate sales of TJ Maxx and Sports
Authority.                                                            

(5)  Subleased by Sunrise Cinemas.                                              

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REPRESENTATIVE.                                                                 

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STRUCTURAL AND COLLATERAL TERM SHEET                            JPMCC 2003-CIBC6

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DEERFIELD MALL
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
 SPONSOR
--------------------------------------------------------------------------------
The principals are Mr. Barry Ross and Mr. William Matz, brothers-in-law who have
been actively involved in the real estate industry for over 25 years. Mr. Ross  
serves as President of Ross Matz Investments IV, LLC, GP of the borrowing       
entity, and Ross Realty Investments, the management company. Mr. Ross has       
various ownership interests in shopping centers totaling 1,630,000 square feet  
and office buildings totaling 181,400 square feet, primarily located in South   
Florida.                                                                        

Mr. Matz has various ownership interests in shopping centers totaling 855,000   
square feet and office buildings totaling 145,500 square feet, primarily located
in South Florida. Mr. Matz serves as Vice President of Ross Matz Investments IV,
LLC, GP of the Borrowing Entity. In 1975, Mr. Matz founded Florida Builder      
Appliances, which became the largest distributor of appliances to the Florida   
building industry. In 1997, Mr. Matz sold the company to Sears Roebuck & Co.    
Barry Ross and William Matz are the non-recourse carveout guarantors.           

The borrowing entity purchased the property in December 2002 for approximately  
$42.8 million.                                                                  
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
COLLATERAL
--------------------------------------------------------------------------------
Deerfield Mall is a 371,158 square foot "L" shaped shopping center located in   
Deerfield Beach, Florida. Deerfield Mall is located at the southwest corner of  
Hillsboro Boulevard and Powerline Road in Deerfield Beach, Broward County,      
Florida. The collateral also includes a 4,070 square foot outparcel ground      
leased to Citibank and a 10,120 square foot retail building (includes Taco      
Bell). The subject property is currently 96.3% occupied with 56 tenants, mostly 
on NNN leases. The three largest tenants are TJ Maxx- including Sports Authority
subleased space (21.2% of NRA), Publix Supermarkets (11.3%) and Harcourt General
which is being subleased by Sunrise Cinemas (8.7%). Built in 1988, the subject  
property is situated on 41.17 acres. Deerfield Mall benefits from its location  
next to Century Village, an 8,500-unit retirement community with bus access to  
the subject property as well as its close proximity to I-95 and Florida's       
Turnpike.                                                                       
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
 MARKET(1)
--------------------------------------------------------------------------------
Deerfield Mall is located in Deerfield Beach, one of over 25 municipalities in  
Broward County. It encompasses approximately 15.5 square miles and has over     
65,000 residents. The commutes from Deerfield Mall to Ft. Lauderdale and West   
Palm Beach CBDs are about 30 minutes each. The subject property is located in   
the Pompano Beach/Deerfield Beach submarket. This submarket contains over 5.3   
million square feet of retail space in 40 centers. In 3rd Quarter 2002, the     
vacancy rate was 11.3% while Broward County vacancy rate was 7.8%. The subject  
property's competitive set reported vacancy rates ranged from 0% to 46.0% with  
an average occupancy of 92.0%. Excluding the vacated K-Mart space, the vacancy  
rates range from 0% to 4.0% with an average occupancy of 98.6% Retail rents     
averaged $13.48 per square foot for the subject property's submarket. Rent      
growth within the submarket is expected to remain flat. The appraiser concluded 
a market rent of $18.00 per square foot for the in-line space.                  
--------------------------------------------------------------------------------
(1)  Certain information from the CB Richard Ellis appraisal dated November 23, 
    2002. The appraisal relies upon many assumptions, and no representation is
made as to the accuracy of the assumptions underlying the appraisal.  

                                                        [Enlarge/Download Table]

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                                                        LEASE ROLLOVER SCHEDULE                                                     

                 NUMBER OF   SQUARE                                % OF BASE    CUMULATIVE  CUMULATIVE %    CUMULATIVE  CUMULATIVE %
                  LEASES      FEET       % OF GLA     BASE RENT    RENT        SQUARE FEET     OF GLA        BASE RENT  OF BASE RENT
     YEAR        EXPIRING    EXPIRING    EXPIRING     EXPIRING      EXPIRING     EXPIRING     EXPIRING       EXPIRING     EXPIRING  
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
VACANT             NAP        13,828        3.7%            NAP       NAP          13,828          3.7%            NAP        NAP   
2003 & MTM           9        16,785        4.5         285,640       7.6%         30,613          8.2%       $285,640       7.6%   
2004                13        56,206       15.1         706,877      18.7          86,819         23.4%       $992,517      26.2%   
2005                 5        20,991        5.7         235,924       6.2         107,810         29.0%     $1,228,442      32.5%   
2006                 5        18,210        4.9         248,988       6.6         126,020         34.0%     $1,477,429      39.1%   
2007                 6         7,752        2.1         142,473       3.8         133,772         36.0%     $1,619,902      42.8%   
2008                 7        66,715       18.0         656,257      17.3         200,487         54.0%     $2,276,159      60.2%   
2009                 3        66,128       17.8         741,911      19.6         266,615         71.8%     $3,018,071      79.8%   
2010                 1        10,800        2.9          91,800       2.4         277,415         74.7%     $3,109,871      82.2%   
2011                 3         5,550        1.5          90,776       2.4         282,965         76.2%     $3,200,646      84.6%   
2012                 3        83,193       22.4         517,617      13.7         366,158         98.7%     $3,718,263      98.3%   
AFTER                1         5,000        1.3          65,000       1.7         371,158        100.0%     $3,783,263     100.0%   
------------------------------------------------------------------------------------------------------------------------------------
TOTAL               56       371,158      100.0%     $3,783,263     100.0%                                                          
------------------------------------------------------------------------------------------------------------------------------------

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REPRESENTATIVE.                                                                 

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STRUCTURAL AND COLLATERAL TERM SHEET                            JPMCC 2003-CIBC6

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DEERFIELD MALL
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 [DIRECTORY OF DEERFIELD MALL OMITTED]

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REPRESENTATIVE.                                                                 

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DEERFIELD MALL
--------------------------------------------------------------------------------

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REPRESENTATIVE.                                                                 

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REPRESENTATIVE.                                                                 

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STRUCTURAL AND COLLATERAL TERM SHEET                            JPMCC 2003-CIBC6

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SHELBYVILLE ROAD PLAZA
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  [THREE PHOTOS OF SHELBYVILLE ROAD PLAZA OMITTED]

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CONTAINED IN THE FINAL PROSPECTUS SUPPLEMENT. THIS PAGE MUST BE ACCOMPANIED BY A
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REPRESENTATIVE.                                                                 

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STRUCTURAL AND COLLATERAL TERM SHEET                            JPMCC 2003-CIBC6

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SHELBYVILLE ROAD PLAZA
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL PRINCIPAL BALANCE:       $31,150,000                                   
CUT-OFF PRINCIPAL BALANCE:        $31,150,000                                   
% OF POOL BY IPB:                 3.0%                                          
LOAN SELLER:                      JPMorgan Chase Bank                           
BORROWER:                         Shelbyville Road Plaza LLC                    
SPONSOR:                          J. Scott Hagan and H. Benton Seay             
ORIGINATION DATE:                 4/30/2003                                     
INTEREST RATE:                    6.0000%                                       
INTEREST ONLY PERIOD:             10 months                                     
MATURITY DATE:                    3/1/2022                                      
AMORTIZATION TYPE:                Fully                                         
ORIGINAL AMORTIZATION:            216                                           
REMAINING AMORTIZATION:           216                                           
CALL PROTECTION:                  L(24),Def(174),O(25)                          
CROSS-COLLATERALIZATION:          NAP                                           
LOCK BOX:                         Hard                                          
ADDITIONAL DEBT:                  Permitted                                     
ADDITIONAL DEBT TYPE:             Mezzanine (Future)                            
LOAN PURPOSE:                     Refinance                                     
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
PROPERTY INFORMATION  
--------------------------------------------------------------------------------
SINGLE                            Single Asset                                  
ASSET/PORTFOLIO:                                                                
TITLE:                            Fee                                           
PROPERTY TYPE:                    Anchored Retail                               
SQUARE FOOTAGE:                   250,057                                       
LOCATION:                         Louisville, KY                                
YEAR BUILT/RENOVATED:             1955/2001                                     
OCCUPANCY:                        100.0%                                        
OCCUPANCY DATE:                   2/14/2003                                     
NUMBER OF TENANTS:                30                                            
HISTORICAL NOI:                                                                 
2001:            $2,204,202                   
2002:            $3,297,465                   
    2003:            $3,297,465 (TTM as of 12/31/2002)
UW NOI:                           $3,599,289                                    
UW NET CASH FLOW:                 $3,436,752                                    
APPRAISED VALUE:                  $40,500,000                                   
APPRAISAL DATE:                   1/13/2003                                     
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
RESERVES      
--------------------------------------------------------------------------------
ESCROWS/RESERVES:                      INITIAL        MONTHLY                   
                      -------------- ---------------
Taxes:               $85,824          $9,536
Insurance:                $0          $5,160
   TI/LC:                    $0              $0(1)
   CapEx:                    $0              $0(1)
Environmental:       $75,500              $0
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
 FINANCIAL INFORMATION
--------------------------------------------------------------------------------
CUT-OFF DATE LOAN/SF:   $125                                                    
CUT-OFF DATE LTV:       76.9%                                                   
MATURITY LTV:           1.5%                                                    
UW DSCR:                1.21x                                                   
--------------------------------------------------------------------------------
(1)  TI/LC collections will commence in January 2004 in monthly installments    
capped at $350,000. Replacement reserve collections will commence in  
January 2004 in monthly amounts of $2,715 without a capped amount.    

                                                        [Enlarge/Download Table]

------------------------------------------------------------------------------------------------------------------------------------
                                                         MAJOR TENANTS                                                              
                                                                                                                          LEASE     
                                                                        SQUARE      % OF                                EXPIRATION  
  TENANT NAME                PARENT COMPANY           MOODY'S/S&P(2)     FEET        GLA    SALES PSF   BASE RENT PSF      YEAR     
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
LINENS & THINGS     Linens `n Things, Inc. (NYSE: LIN)    NR/NR         35,273      14.1%      N/A         $15.25          2012     
CIRCUIT CITY        Circuit City Stores, Inc. (NYSE: CC)  NR/NR         35,250      14.1%      N/A         $16.00          2016     
WILD OATS           Wild Oats Market, Inc. (NSDQ:OATS)    NR/NR         28,489      11.4%      N/A         $14.00          2022     
HAWLEY-COOKE        Hawley-Cooke                          NR/NR         26,302      10.5%      N/A         $15.00          2008     
USPS                United States Postal Service          NR/NR         21,600       8.6%      N/A         $15.50          2006     
------------------------------------------------------------------------------------------------------------------------------------

(2)  Ratings provided are the entity listed in the "Parent Company" field       
whether or not the parent company guarantees the lease.               

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REPRESENTATIVE.                                                                 

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STRUCTURAL AND COLLATERAL TERM SHEET                            JPMCC 2003-CIBC6

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SHELBYVILLE ROAD PLAZA
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
 SPONSOR
--------------------------------------------------------------------------------
The borrowing entity, Shelbyville Road Plaza LLC, is controlled by two (2)      
principals: J. Scott Hagan and H. Benton Seay. Mr. Hagan, who directly owns a   
20% stake and controls another 69% of the borrowing entity through a Kentucky LP
for the benefit of family trusts, has over 20 years of real estate experience as
both an attorney and a developer. Although the property comprises the largest   
real asset in Mr. Hagan's holdings, he is a fee developer for Lowes Home        
Improvement Centers in the region and has built several stores for this         
retailer. Mr. Seay controls a 10.0% stake in the borrowing entity and presents  
over 15 years of real estate management and leasing experience.                 
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
COLLATERAL
--------------------------------------------------------------------------------
The subject property is a 250,000 square feet class A community shopping center 
located at the southwest corner of Shelbyville Road and Bowling Boulevard in    
Louisville, Jefferson County, Kentucky, approximately ten miles east of         
Louisville's Central Business District. The property is situated on             
approximately 17.27 acres. Ingress and egress is available to the site via three
curb cuts from Shelbyville Road and one from Bowling Boulevard. The Mall at St. 
Matthews, adjacent to the subject property, is Louisville's largest mall,       
containing approximately 1.3 million square feet. The subject property's        
neighborhood is considered Louisville's premier shopping location. The subject  
property's neighborhood has excellent accessibility with I-264 just to the east 
of the subject property. Shelbyville Road provides primary access to the        
immediate neighborhood and is a primary corridor that bisects the neighborhood  
in a east-west direction. The I-264 beltway runs in a north-south direction and 
provides access to all areas of metro Louisville.                               

The subject property is anchored by Linens n' Things, Circuit City and Wild Oats
Markets. Linens 'n Things occupies 35,273 square feet. Linens 'n Things is one  
of the leading, national large-format retailers of home textiles, housewares and
decorative home accessories. As of January 2003, the Company operated 391 stores
in 45 states and four Canadian provinces. Circuit City occupies 35,250 square   
feet. Circuit City is a national retailer of brand-name consumer electronics,   
personal computers and entertainment software. Circuit City operates over 600   
superstores throughout the United States. Wild Oats Markets occupies 28,489     
square feet. Wild Oats Markets is a natural food supermarket chain in North     
America. The company operates over 102 stores in 23 states and British Columbia 
under several names. Store sizes range from 2,700 to 45,000 square feet and     
feature natural alternatives for virtually every product category found in      
conventional supermarkets.                                                      
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
 MARKET(1)
--------------------------------------------------------------------------------
Shelbyville Road Plaza is located in the Northeast Jefferson County submarket of
Louisville MSA. The Shelbyville Road corridor serves the Louisville MSA as the  
premier retail destination. As of June 2002, the Louisville MSA had a retail    
inventory of 15.5 million square feet and occupancy of 87.4%. The subject       
property's submarket contained over 3.1 million square feet of retail space with
an average occupancy of 90.6% and rent of $13.32 per square foot.               

The Mall at St. Matthews and Oxmoor Center, Louisville's two most prominent     
shopping malls, are located within one-half mile of each other and the subject  
property. In addition to the malls, the subject property's neighborhood is well 
represented by a number of neighborhood and regional shopping centers. The      
neighborhood also contains approximately 3.0 million square feet of office      
space, the largest concentration of suburban office space within the Louisville 
MSA. Based on the recent trends in absorption and the lack of announced         
significant new construction, current conditions at comparable properties,      
market rates, and the subject property's superior location, the appraiser       
concluded a vacancy rate of 5.0% for the subject property, inclusive of         
collection loss risks.                                                          
--------------------------------------------------------------------------------
(1)  Certain information from the CB Richard Ellis appraisal dated January 13,  
    2003. The appraisal relies upon many assumptions, and no representation is
made as to the accuracy of the assumptions underlying the appraisal.  

                                                        [Enlarge/Download Table]

------------------------------------------------------------------------------------------------------------------------------------
                                                        LEASE ROLLOVER SCHEDULE                                                     

                NUMBER OF   SQUARE                               % OF BASE    CUMULATIVE   CUMULATIVE %   CUMULATIVE    CUMULATIVE %
                 LEASES      FEET     % OF GLA     BASE RENT       RENT      SQUARE FEET      OF GLA       BASE RENT    OF BASE RENT
     YEAR       EXPIRING   EXPIRING   EXPIRING     EXPIRING      EXPIRING     EXPIRING       EXPIRING      EXPIRING       EXPIRING  
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
VACANT             NAP           0       0.0%            NAP         NAP             0           0.0%            NAP         NAP    
2003 & MTM           5       9,999       4.0%        187,111        4.7%         9,999           4.0%       $187,111        4.7%    
2004                 2      20,516       8.2%        326,514        8.3%        30,515          12.2%       $513,625       13.0%    
2005                 4       7,363       2.9%        157,550        4.0%        37,878          15.1%       $671,174       17.0%    
2006                 6      53,585      21.4%        673,870       17.1%        91,463          36.6%     $1,345,044       34.1%    
2007                 3      11,733       4.7%        242,763        6.1%       103,196          41.3%     $1,587,807       40.2%    
2008                 3      33,372      13.3%        535,429       13.6%       136,568          54.6%     $2,123,236       53.8%    
2009                 1       2,039       0.8%         46,896        1.2%       138,607          55.4%     $2,170,132       55.0%    
2010                 1       5,050       2.0%        101,000        2.6%       143,657          57.4%     $2,271,132       57.5%    
2011                 1       7,388       3.0%        140,372        3.6%       151,045          60.4%     $2,411,504       61.1%    
2012                 1      35,273      14.1%        537,913       13.6%       186,318          74.5%     $2,949,417       74.7%    
AFTER                3      63,739      25.5%        999,846       25.3%       250,057         100.0%     $3,949,263      100.0%    
------------------------------------------------------------------------------------------------------------------------------------
TOTAL               30     250,057     100.0%     $3,949,263      100.0%                                                            
------------------------------------------------------------------------------------------------------------------------------------

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REPRESENTATIVE.                                                                 

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STRUCTURAL AND COLLATERAL TERM SHEET                            JPMCC 2003-CIBC6

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SHELBYVILLE ROAD PLAZA
--------------------------------------------------------------------------------

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REPRESENTATIVE.                                                                 

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SHELBYVILLE ROAD PLAZA
--------------------------------------------------------------------------------

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REPRESENTATIVE.                                                                 

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REPRESENTATIVE.                                                                 

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STRUCTURAL AND COLLATERAL TERM SHEET                            JPMCC 2003-CIBC6

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641 SIXTH AVENUE
--------------------------------------------------------------------------------

[TWO PHOTOS OF 641 SIXTH AVENUE OMITTED]

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CONTAINED IN THE FINAL PROSPECTUS SUPPLEMENT. THIS PAGE MUST BE ACCOMPANIED BY A
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REPRESENTATIVE.                                                                 

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STRUCTURAL AND COLLATERAL TERM SHEET                            JPMCC 2003-CIBC6

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641 SIXTH AVENUE
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL PRINCIPAL BALANCE:       $29,000,000                                   
CUT-OFF PRINCIPAL BALANCE:        $28,885,324                                   
% OF POOL BY IPB:                 2.8%                                          
LOAN SELLER:                      CIBC Inc.                                     
BORROWER:                         641 LLC                                       
SPONSOR:                          Richard S. Berry and The Durst                
         Buildings Corporation
ORIGINATION DATE:                 3/14/2003                                     
INTEREST RATE:                    5.6700%                                       
INTEREST ONLY PERIOD:             NAP                                           
MATURITY DATE:                    4/1/2013                                      
AMORTIZATION TYPE:                ARD                                           
ORIGINAL AMORTIZATION:            360                                           
REMAINING AMORTIZATION:           356                                           
CALL PROTECTION:                  L(24),Def(88),O(4)                            
CROSS-COLLATERALIZATION:          NAP                                           
LOCK BOX:                         Springing                                     
ADDITIONAL DEBT:                  NAP                                           
ADDITIONAL DEBT TYPE:             NAP                                           
LOAN PURPOSE:                     Refinance                                     
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:           Single Asset                                  
TITLE:                            Fee                                           
PROPERTY TYPE:                    CBD Office                                    
SQUARE FOOTAGE:                   157,552                                       
LOCATION:                         New York, NY                                  
YEAR BUILT/RENOVATED:             1898/2001                                     
OCCUPANCY:                        100.0%                                        
OCCUPANCY DATE:                   6/30/2003                                     
NUMBER OF TENANTS:                10                                            
HISTORICAL NOI:                                                                 
2001:            $3,060,410                   
          2002:            $3,390,576 (11 months ended 11/30/2002)
2003:            NAV                          
UW NOI:                           $2,987,905                                    
UW NET CASH FLOW:                 $2,719,440                                    
APPRAISED VALUE:                  $38,900,000                                   
APPRAISAL DATE:                   12/6/2002                                     
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
RESERVES
--------------------------------------------------------------------------------
ESCROWS/RESERVES:                        INITIAL        MONTHLY                 

Taxes:                     $385,417        $77,083    
Insurance:                  $29,748         $2,704    
TI/LC:                     $422,917        $22,917    
CapEx:                       $3,151         $3,151    
Jack Morton Reserve(1):  $2,500,000             $0    
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
 FINANCIAL INFORMATION
--------------------------------------------------------------------------------
CUT-OFF DATE LOAN/SF:   $183                                                    
CUT-OFF DATE LTV:       74.3%                                                   
MATURITY LTV:           62.6%                                                   
UW DSCR:                1.35x                                                   
--------------------------------------------------------------------------------
(1)  The Borrower has delivered a $2,500,000 letter of credit as additional     
  security and is required to maintain such a letter of credit, until such
   time as Jack Morton Worldwide, Inc. has exercised its option to renew its
  lease by October 31, 2003 or a replacement tenant has signed a new lease
    for the Jack Morton Worldwide, Inc. space for a term not less than 5 years
 at a rent of not less than that payable under the renewal option of the
   Jack Morton Worldwide, Inc. lease; and Borrower provides an estoppel from
Jack Morton Worldwide, Inc. (or its replacement tenant) that it is in 
possession, conducting business, paying rent and no defaults exists.  

                                                        [Enlarge/Download Table]

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                                                          MAJOR TENANTS                                                             

                                                                             SQUARE     % OF              BASE RENT       LEASE     
           TENANT NAME                PARENT COMPANY         MOODY'S/S&P(2)   FEET      GLA     SALES PSF    PSF     EXPIRATION YEAR
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
THE THORNTON TOMASETTI GROUP    The Thornton Tomasetti Group      NAP        39,976    25.4%       N/A      $17.56        2006      
JACK MORTON PRODUCTIONS         Interpublic Group of            Baa3/BB+     31,730    20.1%       N/A      $21.28        2005      
                                Companies                                                                                           
------------------------------------------------------------------------------------------------------------------------------------

(2)  Ratings provided are the entity listed in the "Parent Company" field       
whether or not the parent company guarantees the lease.               

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CONTAINED IN THE FINAL PROSPECTUS SUPPLEMENT. THIS PAGE MUST BE ACCOMPANIED BY A
DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR SALES 
REPRESENTATIVE.                                                                 

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STRUCTURAL AND COLLATERAL TERM SHEET                            JPMCC 2003-CIBC6

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641 SIXTH AVENUE
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
 SPONSOR
--------------------------------------------------------------------------------
The subject property is under the ownership of 641 LLC, which is a single       
purpose entity under the control of its only member Urbicum Associates, LP      
(100%), whose general partner is 641 Sixth Corp (1.0%), and its limited partners
are The Durst Building Corporation (44.5%) and Z/S Associates (54.5%). 641 Sixth
Corp. is controlled by Z/S Associates (50%) and The Durst Building Corporation  
(50%). Z/S Associates is 50% owned by Bernard Selz and 50% owned by Zuberry     
Associates, LLC, which is under the control of Mr. Richard Berry (50%) and      
Anthony Zunnino, III (50%). The Durst Building Corporation is under the control 
of 13 trusts benefiting Durst family members, all under the direct control of   
Mr. Douglas Durst.                                                              

Mr. Berry and Mr. Zunnino are experienced owners and operators of commercial    
real estate with over 40 years of combined real estate experience. Mr. Berry and
Mr. Zunnino are the sole partners of Zuberry Associates, a private commercial   
real estate investment firm that specialize in loft buildings. Mr. Durst, is a  
an experienced owner and operator of commercial real estate throughout New York 
City with over 15 years of commercial real estate experience. Mr. Durst is the  
President of the Durst Organization Inc., a private commercial real estate      
investment firm. The Durst organization current holdings include nine office    
towers encompassing more than 6.5 million square feet in midtown Manhattan,     
along Third Avenue, Avenue of the Americas, and Time Square.                    
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
COLLATERAL
--------------------------------------------------------------------------------
The subject property consists of an eight-story class "B" office building       
containing 157,552 square feet of net rentable space, within the Borough of     
Manhattan. The subject property was originally constructed in 1898, and it was  
significantly renovated in 1984, as well as in 2001. The subject property's     
157,552 square feet is broken-down to include a 25,000 square foot health club, 
3,400 square feet of ground floor retail, and 129,152 square feet of office     
space. Major tenants at the subject property include: The Thorton Tomasetti     
Group (39,976 square feet; 25.4% of the NRA), Jack Morton Productions (31,730   
square feet; 20.1% of the NRA), and Jack LaLanne Gyms (Bally's occupies the     
space under the original lease terms as Bally's and Jack LaLanne Gyms are       
affiliated companies) (25,000 square feet; 15.9% of the NRA).                   

The subject property is managed by Olmstead Properties, Inc, a full service real
estate company that owns and manages over thirty income producing properties    
totaling approximately three million square feet and specializes in the         
management, leasing and development of New York City office properties.         
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
 MARKET(1)
--------------------------------------------------------------------------------
The subject is specifically located in the Manhattan neighborhood of Chelsea,   
which is mixed-use and predominantly residential in character, yet it has       
significant industrial and commercial components along its northern, eastern and
western boundaries. Chelsea has a total of 87 office buildings and 14,676,591   
square feet of net rentable space.                                              

The subject property is located within the Midtown South submarket (91.044      
million square feet of net rentable space), which represents approximately 25%  
of the total available space in Manhattan. Within the submarket there is        
currently 68,000 square feet of class "B" office space under construction.      
--------------------------------------------------------------------------------
(1)  Select market information from appraisal done by the Leitner Group as of   
December 6, 2002. The appraisal relies upon many assumptions, and no  
     representation is made as to the accuracy of the assumptions underlying the
appraisal.                                                            

                                                        [Enlarge/Download Table]

------------------------------------------------------------------------------------------------------------------------------------
                                                     LEASE ROLLOVER SCHEDULE                                                        

              NUMBER OF    SQUARE                                % OF BASE    CUMULATIVE   CUMULATIVE %   CUMULATIVE    CUMULATIVE %
               LEASES       FEET     % OF GLA      BASE RENT       RENT      SQUARE FEET      OF GLA       BASE RENT    OF BASE RENT
     YEAR     EXPIRING    EXPIRING   EXPIRING      EXPIRING      EXPIRING     EXPIRING       EXPIRING      EXPIRING       EXPIRING  
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
VACANT              NAP           0       0.0%            NAP         NAP             0           0.0%            NAP            NAP
2003 & MTM            0           0      0.0               $0        0.0%             0           0.0%             $0           0.0%
2004                  0           0      0.0                0       0.0               0           0.0%             $0           0.0%
2005                  3      70,176     44.5        1,507,742      33.3          70,176          44.5%     $1,507,742          33.3%
2006                  4      41,976     26.6          997,760      22.0         112,152          71.2%     $2,505,502          55.3%
2007                  0           0      0.0                0       0.0         112,152          71.2%     $2,505,502          55.3%
2008                  0           0      0.0                0       0.0         112,152          71.2%     $2,505,502          55.3%
2009                  0           0      0.0                0       0.0         112,152          71.2%     $2,505,502          55.3%
2010                  0           0      0.0                0       0.0         112,152          71.2%     $2,505,502          55.3%
2011                  2      20,400     12.9        1,159,750      25.6         132,552          84.1%     $3,665,252          81.0%
2012                  0           0      0.0                0       0.0         132,552          84.1%     $3,665,252          81.0%
AFTER                 1      25,000     15.9          862,500      19.0         157,552         100.0%     $4,527,752         100.0%
------------------------------------------------------------------------------------------------------------------------------------
TOTAL                10     157,552     100.0%     $4,527,752      100.0%       157,552         100.0%      4,527,752         100.0%
------------------------------------------------------------------------------------------------------------------------------------

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DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR SALES 
REPRESENTATIVE.                                                                 

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STRUCTURAL AND COLLATERAL TERM SHEET                            JPMCC 2003-CIBC6

--------------------------------------------------------------------------------
641 SIXTH AVENUE
--------------------------------------------------------------------------------

[MAP OF AREA SURROUNDING 641 SIXTH AVENUE OMITTED]

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REPRESENTATIVE.                                                                 

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STRUCTURAL AND COLLATERAL TERM SHEET                            JPMCC 2003-CIBC6

--------------------------------------------------------------------------------
 TICES CORNER RETAIL MARKETPLACE
--------------------------------------------------------------------------------

 [THREE PHOTOS OF TICES CORNER RETAIL MARKETPLACE OMITTED]

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CONTAINED IN THE FINAL PROSPECTUS SUPPLEMENT. THIS PAGE MUST BE ACCOMPANIED BY A
DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR SALES 
REPRESENTATIVE.                                                                 

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STRUCTURAL AND COLLATERAL TERM SHEET                            JPMCC 2003-CIBC6

--------------------------------------------------------------------------------
 TICES CORNER RETAIL MARKETPLACE
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL PRINCIPAL BALANCE:       $25,000,000                                   
CUT-OFF PRINCIPAL BALANCE:        $24,924,691                                   
% OF POOL BY IPB:                 2.4%                                          
LOAN SELLER:                      JPMorgan Chase Bank                           
BORROWER:                         WS Tice's Corner Marketplace L.L.C.           
SPONSOR:                          B. Lance Sauerteig and David A.               
Waldman     
ORIGINATION DATE:                 4/16/2003                                     
INTEREST RATE:                    5.4700%                                       
INTEREST ONLY PERIOD:             NAP                                           
MATURITY DATE:                    5/1/2013                                      
AMORTIZATION TYPE:                Balloon                                       
ORIGINAL AMORTIZATION:            360                                           
REMAINING AMORTIZATION:           357                                           
CALL PROTECTION:                  L(24),Def(89),O(4)                            
CROSS-COLLATERALIZATION:          NAP                                           
LOCK BOX:                         NAP                                           
ADDITIONAL DEBT:                  NAP                                           
ADDITIONAL DEBT TYPE:             NAP                                           
LOAN PURPOSE:                     Refinance                                     
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
PROPERTY INFORMATION    
--------------------------------------------------------------------------------
SINGLE                           Single Asset                                   
ASSET/PORTFOLIO:                                                                
TITLE:                           Fee                                            
PROPERTY TYPE:                   Retail                                         
SQUARE FOOTAGE:                  119,114                                        
LOCATION:                        Woodcliff Lake, NJ                             
YEAR BUILT/RENOVATED:            2001/NAP                                       
OCCUPANCY:                       100.0%                                         
OCCUPANCY DATE:                  4/1/2003                                       
NUMBER OF TENANTS:               20                                             
HISTORICAL NOI:                                                                 
2001:           NAP                           
2002:           NAP                           
   2003:           $2,874,146  (TTM as of 2/28/2003)
UW NOI:                          $2,731,690                                     
UW NET CASH FLOW:                $2,514,921                                     
APPRAISED VALUE:                 $34,000,000                                    
APPRAISAL DATE:                  3/13/2003                                      
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
RESERVES      
--------------------------------------------------------------------------------
ESCROWS/RESERVES:                      INITIAL        MONTHLY                   
                      -------------- ---------------
     Taxes:         $40,400        $40,400
     Insurance:     $27,500         $2,500
     TI/LC:              $0             $0
     CapEx:              $0           $993
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
 FINANCIAL INFORMATION
--------------------------------------------------------------------------------
CUT-OFF DATE LOAN/SF:   $209                                                    
CUT-OFF DATE LTV:       73.3%                                                   
MATURITY LTV:           61.4%                                                   
UW DSCR:                1.48x                                                   
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

------------------------------------------------------------------------------------------------------------------------------------
                                                            MAJOR TENANTS                                                           
                                                                                                                             LEASE  
                                                                   MOODY'S/      SQUARE    % OF               BASE RENT   EXPIRATION
        TENANT NAME                    PARENT COMPANY               S&P(1)        FEET      GLA    SALES PSF     PSF         YEAR   
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
The Gap                     The Gap, Inc. (NYSE: GPS)               Ba2/BB+      11,500     9.7%     $399       $23.00       2010   
Anthropologie, Inc          Urban Outfitters, Inc. (NYSE: URBN)      NR/NR       11,463     9.6%     $343       $25.50       2012   
Pier 1 Imports              Pier 1 Imports, Inc. (NYSE: PIR)       Baa3/BBB-      9,460     7.9%     N/A        $27.00       2012   
Pottery Barn                Pottery Barn                             NR/NR        9,410     7.9%     $310       $23.00       2014   
Express                     Limited Brands (NYSE:LTD)              Baa1/BBB+      7,500     6.3%     $193       $27.00       2012   
Talbots                     Talbots Inc (NYSE:TLB)                   NR/NR        7,347     6.2%     $295       $27.00       2012   
J. Crew                     J. Crew Group                            NR/NR        7,318     6.1%     $192       $27.00       2012   
The Bombay Company, Inc.    The Bombay Company, Inc. (NYSE:TLB)      NR/NR        7,280     6.1%     $189       $27.00       2011   
------------------------------------------------------------------------------------------------------------------------------------

(1)  Ratings provided are the entity listed in the "Parent Company" field       
whether or not the parent company guarantees the lease                

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DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR SALES 
REPRESENTATIVE.                                                                 

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STRUCTURAL AND COLLATERAL TERM SHEET                            JPMCC 2003-CIBC6

--------------------------------------------------------------------------------
 TICES CORNER RETAIL MARKETPLACE
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
 SPONSOR
--------------------------------------------------------------------------------
WS Tice's Corner Marketplace L.L.C is the borrowing entity and is structured    
with 3 Class A voting members and 14 Class B voting members. The three Class A  
members hold 8% of the ownership and Class B members the remaining 92%. Peter   
Werth is a Class B member and the only participant with over 20% ownership. Mr. 
Werth owns 58% of the borrowing entity. Mr Werth is President of Chemwerth, a   
full service Active Pharmaceutical Ingredient supplier specializing in oral,    
injectable, topical and veterinary products.                                    

All of the Class A members are owned or controlled directly or indirectly by    
David Waldman and Lance Sauerteig. The largest Class A member is Waldman        
Associates Limited Partnership (4.5%). WS Tices Corner Marketplace Inc. is the  
Managing Member, owns 1% of the ownership and is owned 50% by David Waldman and 
50% by Lance Sauerteig. Both Mr. Sauerteig and Mr Waldman signed the guaranty of
the non-recourse carveouts. The borrowing entity purchased the property in July 
2002 for $32.9 million plus closing costs.                                      
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
COLLATERAL
--------------------------------------------------------------------------------
Tice's Corner Marketplace is a 119,114 square foot shopping center that is 100% 
occupied with 20 tenants, most with a strong national presence. The property is 
located on Chestnut Ridge Road and has 1,000 feet of linear frontage. The       
property can be accessed on three sides through six entrances. Chestnut Ridge   
Road is a 2-4 lane commercial corridor that traverses several affluent          
communities in a north/south direction and generally parallels the Garden State 
Parkway. The Garden State Parkway is 1/4 mile east of the subject property and  
I-87/287 is 3-miles north of the subject property. Both are major limited access
corridors in the region. Immediately to the south of the subject property is a  
site approved for 68 luxury townhouses with construction expected to start in   
the fall of 2003. Immediately to the west is a proposed 210,000 SF Class A      
office property. To the north is 300,000 SF of existing Class A offices. Over   
3.5 million SF of office space is within a 1.5-mile radius of the subject       
property.                                                                       

Seventeen of the 20 tenants are national retailers occupying 93% of the space   
and generating 93% of the base rent. National tenants include The Gap, J. Crew, 
Banana Republic, Victoria's Secret, Pier 1, The Pottery Barn, Williams Sonoma   
and Apple Computer. Property construction was completed in November 2001. The   
Gap, Inc. (GPS - NYSE) occupies 11,500 square feet. The Gap, Inc. is a global   
specialty retailer operating stores selling casual apparel, personal care and   
other accessories for men, women and children under the Gap, Banana Republic and
Old Navy brands. Urban Outfitters, Inc. (URBN - NASDQ) occupies 11,463 square   
feet. Urban Outfitters, Inc. is an innovative specialty retailer and wholesaler 
which offers a variety of lifestyle merchandise through 53 Urban Retail stores, 
39 Anthropologie stores, a catalog, a website, and Free People, the Company's   
wholesale division. Pier 1 Imports, Inc. (PIR - NYSE) occupies 9,460 square     
feet. Pier 1 Imports, Inc. and its subsidiaries are engaged in a specialty      
retail business consisting of three chains of retail stores operating under the 
names Pier 1 Imports, The Pier and Cargo, selling a wide variety of furniture,  
decorative home furnishings, dining and kitchen goods, bath and bedding         
accessories and other specialty items for the home. As of March 2003, the       
Company operated 866 Pier 1 Imports stores in 48 states of the United States and
44 Pier 1 Imports stores in five Canadian provinces.                            
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
 MARKET(1)
--------------------------------------------------------------------------------
The subject property is located in the South/West Bergen County submarket. In   
the first quarter of 2003 per REIS, a real estate research firm, the vacancy    
rate was 3.1%, down from the fourth quarter of 2002 at 4.6%. For properties     
built after 1994, the vacancy rate was 0%. The rental rates in the first quarter
of 2003 have a mean value of $23.72 per square foot with properties built after 
1994 having a mean asking rent of $35 per square foot. The $23.72 per square    
foot mean value represents an increase over the year-end 2002 of $23.13 per     
square foot. The vacancy is low due to high barriers of entry. The submarket is 
generally fully developed, which precludes any new retail development.          

A survey of over one million square feet of retail development in the North     
Bergen County submarket found a 3% vacancy, with most centers close to 100%     
occupancy.                                                                      
--------------------------------------------------------------------------------
(1)  Certain information from the CB Richard Ellis appraisal dated March 13,    
    2003. The appraisal relies upon many assumptions, and no representation is
made as to the accuracy of the assumptions underlying the appraisal.  

                                                        [Enlarge/Download Table]

------------------------------------------------------------------------------------------------------------------------------------
                                                    LEASE ROLLOVER SCHEDULE                                                         

             NUMBER OF    SQUARE                                % OF BASE   CUMULATIVE     CUMULATIVE %  CUMULATIVE     CUMULATIVE %
              LEASES       FEET      % OF GLA       BASE RENT      RENT     SQUARE FEET       OF GLA      BASE RENT     OF BASE RENT
     YEAR    EXPIRING    EXPIRING    EXPIRING       EXPIRING     EXPIRING    EXPIRING        EXPIRING     EXPIRING        EXPIRING  
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
VACANT             NAP           0      0.0%             NAP       NAP              0           0.0%            NAP            NAP  
2003 & MTM           0           0      0.0               $0        0.0%            0           0.0%             $0           0.0%  
2004                 0           0      0.0                0       0.0              0           0.0%             $0           0.0%  
2005                 0           0      0.0                0       0.0              0           0.0%             $0           0.0%  
2006                 0           0      0.0                0       0.0              0           0.0%             $0           0.0%  
2007                 0           0      0.0                0       0.0              0           0.0%             $0           0.0%  
2008                 0           0      0.0                0       0.0              0           0.0%             $0           0.0%  
2009                 0           0      0.0                0       0.0              0           0.0%             $0           0.0%  
2010                 2      17,995     15.1          413,885      13.2         17,995          15.1%       $413,885          13.2%  
2011                 5      19,868     16.7          545,774      17.4         37,863          31.8%       $959,659          30.6%  
2012                11      67,326     56.5        1,846,981      58.8        105,189          88.3%     $2,806,640          89.4%  
AFTER                2      13,925     11.7          333,820      10.6        119,114         100.0%     $3,140,460         100.0%  
------------------------------------------------------------------------------------------------------------------------------------
TOTAL               20     119,114     100.0%     $3,140,460      100.0%                                                            
------------------------------------------------------------------------------------------------------------------------------------

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DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR SALES 
REPRESENTATIVE.                                                                 

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STRUCTURAL AND COLLATERAL TERM SHEET                            JPMCC 2003-CIBC6

--------------------------------------------------------------------------------
 TICES CORNER RETAIL MARKETPLACE
--------------------------------------------------------------------------------

[DIRECTORY OF TICES CORNER RETAIL MARKETPLACE OMITTED]

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CONTAINED IN THE FINAL PROSPECTUS SUPPLEMENT. THIS PAGE MUST BE ACCOMPANIED BY A
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REPRESENTATIVE.                                                                 

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--------------------------------------------------------------------------------
 TICES CORNER RETAIL MARKETPLACE
--------------------------------------------------------------------------------

 [MAP OF AREA SURROUNDING TICES CORNER RETAIL MARKETPLACE OMITTED]

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REPRESENTATIVE.                                                                 

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REPRESENTATIVE.                                                                 

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STRUCTURAL AND COLLATERAL TERM SHEET                            JPMCC 2003-CIBC6

--------------------------------------------------------------------------------
 919 MARKET STREET
--------------------------------------------------------------------------------

 [THREE PHOTOS OF 919 MARKET STREET OMITTED]

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THE INFORMATION HEREIN WILL BE SUPERSEDED IN ITS ENTIRETY BY THE INFORMATION    
CONTAINED IN THE FINAL PROSPECTUS SUPPLEMENT. THIS PAGE MUST BE ACCOMPANIED BY A
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REPRESENTATIVE.                                                                 

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STRUCTURAL AND COLLATERAL TERM SHEET                            JPMCC 2003-CIBC6

--------------------------------------------------------------------------------
 919 MARKET STREET
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL PRINCIPAL BALANCE:         $23,000,000                                 
CUT-OFF PRINCIPAL BALANCE:           $22,956,879                                
% OF POOL BY IPB:                    2.2%                                       
LOAN SELLER:                         CIBC Inc.                                  
BORROWER:                            919 Market Street, L.L.C. and Twining      
                919 Market Street, LLC
SPONSOR:                             William Glazer                             
ORIGINATION DATE:                    5/12/2003                                  
INTEREST RATE:                       5.8900%                                    
INTEREST ONLY PERIOD:                None                                       
MATURITY DATE:                       6/1/2013                                   
AMORTIZATION TYPE:                   ARD                                        
ORIGINAL AMORTIZATION:               360                                        
REMAINING AMORTIZATION:              358                                        
CALL PROTECTION:                     L(24),Def(90),O(4)                         
CROSS-COLLATERALIZATION:             NAP                                        
LOCKBOX:                             Springing                                  
ADDITIONAL DEBT (TYPE):              NAP                                        
LOAN PURPOSE:                        Refinance                                  
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE                               Single Asset                               
ASSET/PORTFOLIO:                                                                
TITLE:                               Fee                                        
PROPERTY TYPE:                       Office                                     
SQUARE FOOTAGE:                      220,587                                    
LOCATION:                            Wilmington, DE                             
YEAR BUILT/RENOVATED:                1965/2003                                  
TOTAL OCCUPANCY:                     91.2%                                      
OCCUPANCY DATE:                      5/8/2003                                   
NUMBER OF TENANTS:                   66                                         
HISTORICAL NOI:                                                                 
2001:               $1,912,760                
2002:               $2,013,299                
      2003:               $2,154,051 (TTM as of 2/28/2003)
UW NOI:                              $2,491,173                                 
UW NET CASH FLOW:                    $2,240,243                                 
APPRAISED VALUE:                     $28,800,000                                
APPRAISAL DATE:                      2/19/2003                                  
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
RESERVES
--------------------------------------------------------------------------------
ESCROWS/RESERVES:                            INITIAL        MONTHLY             
                                  -------------- ---------------
Taxes:                           $258,250        $23,199  
Insurance:                        $58,494         $4,500  
TI/LC:                            $23,333        $23,333  
CapEx:                             $3,667         $3,667  
Performance Reserve(1):          $750,000             $0  
Citizen's Leasing Reserve(2):     $82,764             $0  
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
 FINANCIAL INFORMATION
--------------------------------------------------------------------------------
CUT-OFF DATE LOAN/SF:        $104                                               
CUT OFF DATE LTV:            79.7%                                              
MATURITY DATE LTV:           67.5%                                              
UW DSCR:                     1.37x                                              
--------------------------------------------------------------------------------
(1)  At closing, the lender held back $750,000 as a "Performance Reserve" that  
will be released no sooner than six months after closing when certain 
leasing hurdles are met.                                              

(2)  The Borrower recently negotiated for a lease extension with Citizen's Bank 
for 7,260 square feet for fifteen years at $24.30/sf. The base rent is
  scheduled to increase to $24.30/sf on May 1, 2004, and, in the meantime,
    the Borrower is required to provide the difference between the actual rent
 and $24.30/ft in the form of a letter of credit, which will be released
once the tenant begins paying the increased rent.                     

                                                        [Enlarge/Download Table]

------------------------------------------------------------------------------------------------------------------------------------
                                                      SIGNIFICANT TENANTS                                                           

                                                         MOODY'S/        SQUARE                                                     
     TENANT NAME                 PARENT COMPANY           S&P(3)          FEET      % OF GLA   BASE RENT PSF   LEASE EXPIRATION YEAR
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
CITIZEN'S BANK          Royal Bank of Scotland            Aa1/AA-        27,023       12.3%       $18.14            2006/2019       
PACHULSKI STANG         Pachulski Stang                    NAP           23,707       10.7%       $22.38              2006          
MORGAN STANLEY DW       Morgan Stanley, Inc.              Aa3/A+         22,358       10.1%       $20.75              2013          
------------------------------------------------------------------------------------------------------------------------------------

(3)  Ratings provided are the entity listed in the "Parent Company" field       
whether or not the parent company guarantees the lease.               

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CONTAINED IN THE FINAL PROSPECTUS SUPPLEMENT. THIS PAGE MUST BE ACCOMPANIED BY A
DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR SALES 
REPRESENTATIVE.                                                                 

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STRUCTURAL AND COLLATERAL TERM SHEET                            JPMCC 2003-CIBC6

--------------------------------------------------------------------------------
 919 MARKET STREET
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
 SPONSOR
--------------------------------------------------------------------------------
The borrowing entities are both single-purpose, bankruptcy remote entities. The 
sponsor of the Borrower, William Glazer is also the President and co-founder of 
Keystone Properties Group and has over 12 years of experience in commercial real
estate. Mr. Glazer founded the firm in 1991 as a real estate brokerage and has  
since grown the firm into a full service real estate firm. The Company's        
operations include asset management, property management, and construction      
management and ownership of ten properties in the Philadelphia MSA (nine office 
properties and one flex property), which total over 1.0 million square feet.    
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
COLLATERAL
--------------------------------------------------------------------------------
The subject property is a 220,587 square foot 18-story office building located  
on a 0.34-acre parcel of land in Wilmington, DE. The improvements were          
constructed in 1965 and were most recently renovated during 2003. The subject   
property is currently 91.2% leased with a strong mix of national and regional   
tenants, including Citizen's Bank, Morgan Stanley DW (both are subsidiaries of  
"A" rated companies), the US Government and GEICO (both rated "AAA").           
Furthermore, Citizen's Bank (or a predecessor company) has been a tenant at the 
subject property since 1965, when the subject property was originally           
constructed.                                                                    

The property manager, Keystone Properties Group, Inc. ("Keystone"), is an       
affiliated entity of the Borrower. Keystone's operations include asset          
management, property management, and construction management and ownership of   
ten properties in the Philadelphia MSA (nine office properties and one flex     
property), which total over 1.0 million square feet.                            
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
 MARKET(1)
--------------------------------------------------------------------------------
The subject property is located in Rodney Square area of the Wilmington, DE CBD.
Rodney Square is located one block north of the subject property and is bound by
King Street to the east, 10th Street to the south, 11th Street to the north, and
Market Street to the west. In total the Wilmington CBD contains approximately   
8.1 million square feet of office space located in 129 office buildings. The    
Class A office market contains 5,329,501 square feet of space. There has been no
new space added to the Class A inventory since 1999 and the vacancy rate has    
declined from 21.6% at the end of the first quarter of 2000 to 15.7% currently. 
The average asking rent for Class A space in the sub-market has grown from      
$18.53/sf in 2000 to $22.68/sf currently. Since the end of 2000 the Class A     
market has had positive absorption every year, totaling 298,452 square feet over
the past three years.                                                           
--------------------------------------------------------------------------------
(1)  Select information taken from appraisal done by Integra Realty Resources   
    dated February 19,2003. The appraisal relies upon many assumptions, and no
     representation is made as to the accuracy of the assumptions underlying the
appraisal.                                                            

                                                        [Enlarge/Download Table]

------------------------------------------------------------------------------------------------------------------------------------
                                                    LEASE ROLLOVER SCHEDULE                                                         
            NUMBER OF   SQUARE                               % OF BASE     CUMULATIVE    CUMULATIVE %    CUMULATIVE    CUMULATIVE % 
             LEASES      FEET       % OF GLA    BASE RENT       RENT       SQUARE FEET      OF GLA        BASE RENT    OF BASE RENT 
     YEAR   EXPIRING   EXPIRING     EXPIRING     EXPIRING     EXPIRING      EXPIRING       EXPIRING       EXPIRING       EXPIRING   
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
VACANT          NAP     19,399         8.8%            NAP        NAP           19,399           8.8%            NAP            NAP 
2003 & MTM        2      3,024         1.8         $77,557        1.9%          22,423          10.2%         77,557           1.9% 
2004             30     39,063        17.7         748,222       18.1           61,486          27.9%        825,779          20.0% 
2005              9     19,249         8.7         379,115        9.2           80,735          36.6%      1,204,894          29.2% 
2006              9     46,086        20.9         933,371       22.6          126,821          57.5%      2,138,265          51.8% 
2007              5     11,736         5.3         258,650        6.3          138,557          62.8%      2,396,915          58.0% 
2008              1      5,919         2.7         136,137        3.3          144,476          65.5%      2,533,052          61.3% 
2009              1      9,397         4.3         202,284        4.9          153,873          69.8%      2,735,336          66.2% 
2010              2     11,123         5.0         261,447        6.3          164,996          74.8%      2,996,783          72.5% 
2011              2        209         0.1          23,100        0.6          165,205          74.9%      3,019,883          73.1% 
2012              1      9,722         4.4         215,342        5.2          174,927          79.3%      3,235,225          78.3% 
AFTER             4     45,660        20.7         895,448       21.7%         220,587         100.0%      4,130,673         100.0% 
------------------------------------------------------------------------------------------------------------------------------------
TOTAL            66    220,587       100.0%     $4,130,673      100.0%                                                              
------------------------------------------------------------------------------------------------------------------------------------

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REPRESENTATIVE.                                                                 

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 919 MARKET STREET
--------------------------------------------------------------------------------

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REPRESENTATIVE.                                                                 

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PLAZA 48
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[THREE PHOTOS OF PLAZA 48 OMITTED]

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DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR SALES 
REPRESENTATIVE.                                                                 

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PLAZA 48
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL PRINCIPAL BALANCE:          $22,300,000                                
CUT-OFF PRINCIPAL BALANCE:           $22,277,294                                
% OF POOL BY IPB:                    2.1%                                       
LOAN SELLER:                         CIBC Inc.                                  
BORROWER:                            3500 48th Street Owner LLC                 
SPONSOR:                             Sheila Levine, Stephen Lerner,             
                      Robert Heidenberg, and Bruce
                    Pergament (controlling the
                       interest formerly held by the
                    deceased Murray Pergament)
ORIGINATION DATE:                    6/23/2003                                  
INTEREST RATE:                       5.1800%                                    
INTEREST ONLY PERIOD:                NAP                                        
MATURITY DATE:                       7/1/2013                                   
AMORTIZATION TYPE:                   Balloon                                    
ORIGINAL AMORTIZATION:               360                                        
REMAINING AMORTIZATION:              359                                        
CALL PROTECTION:                     L(24),Def(91),O(4)                         
CROSS-COLLATERALIZATION:             NAP                                        
LOCKBOX:                             Springing                                  
ADDITIONAL DEBT (TYPE):              NAP                                        
LOAN PURPOSE:                        Refinance                                  
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:              Single Asset                               
TITLE:                               Fee                                        
PROPERTY TYPE:                       Anchored Retail                            
TOTAL NRA:                           129,790                                    
LOCATION:                            Long Island City, NY                       
YEAR BUILT/RENOVATED:                1980/1990                                  
TOTAL OCCUPANCY:                     100.0%                                     
OCCUPANCY DATE:                      12/31/2002                                 
NUMBER OF TENANTS:                   9                                          
HISTORICAL NOI:                                                                 
2001:               $1,437,236                
2002:               $2,549,250                
       2003:               $2,549,250 (TTM as of 12/31/2002)
UW NOI:                              $2,444,425                                 
UW NET CASH FLOW:                    $2,344,228                                 
APPRAISED VALUE:                     $29,000,000                                
APPRAISAL DATE:                      9/10/2002                                  
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
RESERVES      
--------------------------------------------------------------------------------
ESCROWS/RESERVES:                      INITIAL        MONTHLY                   
                      -------------- ---------------
Taxes:              $154,230         $77,115
Insurance:           $43,141          $6,725
TI/LC:               $10,417         $10,417
CapEx:                $1,512          $1,512
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
 FINANCIAL INFORMATION
--------------------------------------------------------------------------------
CUT-OFF DATE LOAN/SF:        $171                                               
CUT-OFF DATE LTV:            76.8%                                              
MATURITY LTV:                63.6%                                              
UW DSCR:                     1.60x                                              
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

------------------------------------------------------------------------------------------------------------------------------------
                                                           MAJOR TENANTS                                                            

                                                                            SQUARE     % OF               BASE RENT       LEASE     
           TENANT NAME                 PARENT COMPANY      MOODY'S/S&P(1)    FEET      GLA      SALES PSF    PSF     EXPIRATION YEAR
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
NATIONAL WHOLESALE LIQUIDATORS   National Wholesale               NAP       60,820     46.8%      $350     $17.26          2009     
                                 Liquidators                                                                                        
TOYS `R US                       Toys `R Us                    Baa3/BBB-    40,834     31.4%       NAV     $25.71          2016     
DAVID'S BRIDAL                   May Companies                 Baa1/BBB+    13,314     10.2%       NAV     $17.60          2009     
------------------------------------------------------------------------------------------------------------------------------------

(1)  Ratings provided are the entity listed in the "Parent Company" field       
whether or not the parent company guarantees the lease.               

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REPRESENTATIVE.                                                                 

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PLAZA 48
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
 SPONSOR
--------------------------------------------------------------------------------
The borrowing entity, 3500 48th Street Owner LLC, is a single purpose entity    
controlled by Sheila Levine, Stephen Lerner, Robert Heidenberg, and Bruce       
Pergament (controlling the interest formerly held by the deceased Murray        
Pergament). Ms. Sheila Levine has more than 20 years of real estate experience. 
Messrs. Lerner and Heidenberg have been active real estate investors in the New 
York area for more than 20 years. Together they own and operate                 
Lerner-Heidenberg Properties, an owner, developer and manager of in-fill        
shopping center and retail properties in seven states, the majority of which are
in New York. The late Mr. Murray Pergament was the owner of the Pergament Home  
Centers, a fifty-store chain of home improvement centers. He was also the       
President of Pergament Investments, a real estate development and management    
company that owns and manages over two million square feet of commercial        
properties.                                                                     
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
COLLATERAL
--------------------------------------------------------------------------------
The subject property is a single-story, anchored shopping center containing     
129,790 net rentable square feet situated in three buildings on a 6.89-acre     
site. Originally constructed in 1980, the subject property was purchased,       
renovated and re-developed in 1989 and 1990. The three subject buildings consist
of two large adjoining retail strip center buildings, anchored by National      
Wholesale Liquidators at the eastern side of the property and Toys "R" Us at the
western side of the property, and a small outparcel building built in 1990 on   
the site's eastern side. The outparcel is occupied by a Blimpie.                

The subject property is managed by Philips International Realty Corporation     
("Philips"), which is a diversified real estate firm, which is partially owned  
by entities controlled by Sheila Levine. Over the last two decades, Philips has 
accumulated a portfolio of over 150 assets of varying types including retail,   
office, hotels and multi-family properties. The company currently manages 40    
retail properties encompassing approximately 5.1 million square feet of gross   
leasable area.                                                                  
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
 MARKET(1)
--------------------------------------------------------------------------------
The subject property is located on 48th Street between Northern Boulevard and   
37th Avenue in Long Island City, NY. The area has very good access to mass      
transit and the highway systems of New York City. The subject property's        
immediate competitive market area (Queensboro submarket) has a total 934,359    
square feet of retail space with an average vacancy rate of 4.94%. The rental   
rates for the big box retail spaces in the competitive market area range from   
$22.46/sf to $38.91/sf with an average rate of $26.69/sf. The in-line retail    
spaces in the market area have rental rates ranging from $29.16/sf to $63.00/sf 
with an average rate of $44.48/sf.                                              
--------------------------------------------------------------------------------
(1)  Select market data has been taken from the appraisal done by Originators   
Resources dated September 15, 2002. The appraisal relies upon many    
assumptions, and no representation is made as to the accuracy of the  
assumptions underlying the appraisal.                                 

                                                        [Enlarge/Download Table]

------------------------------------------------------------------------------------------------------------------------------------
                                                    LEASE ROLLOVER SCHEDULE                                                         

             NUMBER OF    SQUARE                               % OF BASE    CUMULATIVE   CUMULATIVE %    CUMULATIVE    CUMULATIVE % 
              LEASES       FEET     % OF GLA     BASE RENT       RENT      SQUARE FEET      OF GLA        BASE RENT    OF BASE RENT 
     YEAR    EXPIRING    EXPIRING   EXPIRING     EXPIRING      EXPIRING      EXPIRING      EXPIRING       EXPIRING       EXPIRING   
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
VACANT           NAP           0       0.0%            NAP         NAP             0           0.0%            NAP            NAP   
2003 & MTM         0           0       0.0              $0        0.0%             0           0.0%             $0           0.0%   
2004               1       1,020       0.8          69,491        2.4          1,020           0.8%        $69,491           2.4%   
2005               2       8,080       6.2         224,004        7.8          9,100           7.0%       $293,495          10.2%   
2006               0           0       0.0               0        0.0          9,100           7.0%       $293,495          10.2%   
2007               1       2,550       2.0         134,892        4.7         11,650           9.0%       $428,387          14.9%   
2008               0           0       0.0               0        0.0         11,650           9.0%       $428,387          14.9%   
2009               2      74,134      57.1       1,284,324       44.7         85,784          66.1%     $1,712,711          59.7%   
2010               0           0       0.0               0        0.0         85,784          66.1%     $1,712,711          59.7%   
2011               0           0       0.0               0        0.0         85,784          66.1%     $1,712,711          59.7%   
2012               2       3,172       2.4         107,928        3.8         88,956          68.5%     $1,820,639          63.4%   
AFTER              1      40,834      31.5       1,050,000       36.6        129,790         100.0%     $2,870,639         100.0%   
------------------------------------------------------------------------------------------------------------------------------------
TOTAL              9     129,790     100.0%     $2,870,639      100.0%                                                              
------------------------------------------------------------------------------------------------------------------------------------

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REPRESENTATIVE.                                                                 

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PLAZA 48
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[MAP OF AREA SURROUNDING PLAZA 48 OMITTED]

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REPRESENTATIVE.                                                                 

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STRUCTURAL AND COLLATERAL TERM SHEET                            JPMCC 2003-CIBC6

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2121 MARKET STREET
--------------------------------------------------------------------------------

 [PHOTO OF 2121 MARKET STREET OMITTED]

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CONTAINED IN THE FINAL PROSPECTUS SUPPLEMENT. THIS PAGE MUST BE ACCOMPANIED BY A
DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR SALES 
REPRESENTATIVE.                                                                 

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STRUCTURAL AND COLLATERAL TERM SHEET                            JPMCC 2003-CIBC6

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2121 MARKET STREET
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL PRINCIPAL BALANCE:          $20,240,000                                
CUT-OFF PRINCIPAL BALANCE:           $20,240,000                                
% OF POOL BY IPB:                    1.9%                                       
LOAN SELLER:                         CIBC Inc.                                  
BORROWER:                            2121 Market Street Associates, L.P.        
SPONSOR:                             Ronald Caplan                              
ORIGINATION DATE:                    1/8/2003                                   
INTEREST RATE:                       6.0500%                                    
INTEREST ONLY PERIOD:                6 months                                   
MATURITY DATE:                       8/1/2013                                   
AMORTIZATION TYPE:                   ARD                                        
ORIGINAL AMORTIZATION:               360                                        
REMAINING AMORTIZATION:              360                                        
CALL PROTECTION:                     L(24),Def(92),O(4)                         
CROSS-COLLATERALIZATION:             NAP                                        
LOCKBOX:                             Springing                                  
ADDITIONAL DEBT (TYPE):              NAP                                        
LOAN PURPOSE:                        Refinance                                  
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:              Single Asset                               
TITLE:                               Fee                                        
PROPERTY TYPE:                       Multifamily                                
TOTAL UNITS:                         168 units (9,650 SF retail; 11,185 SF      
 office)
LOCATION:                            Philadelphia, PA                           
YEAR BUILT/RENOVATED:                1914/2001                                  
TOTAL OCCUPANCY:                     97.0%                                      
OCCUPANCY DATE:                      5/28/2003                                  
HISTORICAL NOI:                                                                 
2001:               NAP                       
           2002:               $465,700 (10 months ended 10/31/2002)
2003:               NAV                       
UW NOI:                              $1,981,180                                 
UW NET CASH FLOW:                    $1,936,055                                 
APPRAISED VALUE:                     $25,300,000                                
APPRAISAL DATE:                      1/1/2003                                   
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
RESERVES
--------------------------------------------------------------------------------
ESCROWS/RESERVES:                       INITIAL         MONTHLY                 
Taxes:                         $70,189          $5,399        
Insurance:                     $40,298          $3,358        
Engineering:                   $42,500              $0        
CapEx:                          $2,800           2,800        
Other (Holdback)(1):        $2,000,000              $0        
Other (Holdback)(2):        $2,240,000              $0        
Other (Holdback)(3):           $18,750              $0        
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
 FINANCIAL INFORMATION
--------------------------------------------------------------------------------
CUT-OFF DATE LOAN/UNIT:        $120,476                                         
CUT-OFF DATE LTV:              80.0%                                            
MATURITY LTV:                  68.0%                                            
UW DSCR:                       1.32x                                            
--------------------------------------------------------------------------------
(1)  The lender held back $2,000,000 at closing until such time that the retail 
tenant, Trader Joe's, takes occupancy of its leased space, is open for
business, and begins paying rent.                                     

(2)  The lender held back $2,240,000 at closing based on the Borrower's ability 
    to achieve specific levels of additional leasing on the multifamily units.
    The loan was structured with a six-month interest-only bridge term, during
 which the Borrower must maintain leasing to support a 1.20x DSCR for at
least three consecutive months based on the entire loan proceeds,     
   $20,240,000. At that time the lender will release half of the holdback or
   $1,120,000. If the Borrower maintains a 1.25x DSCR for a period of twelve
  months, on the total loan amount, Borrower will qualify for a release of
the entire balance of the holdback.                                   

(3)  The lender held back $18,750 at closing for the estimated cost to complete 
several "punch list" items required by Daroff Design's lease.         

                                                        [Enlarge/Download Table]

------------------------------------------------------------------------------------------------------------------------------------
                                                        MULTIFAMILY INFORMATION                                                     

                                                                    APPROXIMATE                                                     
                                                    AVERAGE UNIT    NET RENTABLE   % OF TOTAL     AVERAGE ASKING      AVERAGE MARKET
            UNIT MIX                NO. OF UNITS    SQUARE FEET          SF           UNITS           RENT(4)              RENT(5)  
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
ONE BEDROOM                             140              735             735           83.3%          $1,030             $1,300     
TWO BEDROOM                              28            1,053           1,053           16.7%          $1,500             $1,600     
------------------------------------------------------------------------------------------------------------------------------------
TOTALS                                  168              788             788          100.0%          $1,108             $1,350     
------------------------------------------------------------------------------------------------------------------------------------

(4)  Rent quoted on a monthly basis.                                            

(5)  Select market information from appraisal by Cushman & Wakefield dated      
November 6, 2002 (Value as of November 6, 2003).                      

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REPRESENTATIVE.                                                                 

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2121 MARKET STREET
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
 SPONSOR
--------------------------------------------------------------------------------
The borrowing entity, 2121 Market Street Associates, L.P., is a single purpose  
entity controlled by Ronald Caplan (general partner) and Thomas Properties      
Group. Ronald Caplan, is an experienced real estate investor with equity        
positions in 54 real estate partnerships. The portfolio is comprised of 48      
multifamily properties, all located in Philadelphia, which contain 4,580 units  
and 6 office properties.                                                        

Thomas Properties Group is a full service real estate operating company and     
institutional investment manager focused on the development, acquisition,       
operation and ownership of commercial properties throughout the United States.  
The company invests in Class A properties throughout the country, but primarily 
on the west coast and in the mid-Atlantic region.                               
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
COLLATERAL
--------------------------------------------------------------------------------
The subject property is an eight story, 168-unit, multifamily building located  
in Philadelphia, PA. The subject property was originally improved in the 1920's 
as an industrial building. In 2001, a gut renovation of the subject property was
completed and conversion to multifamily use was completed. All of the units are 
located on floors two through eight and the ground floor is occupied by a retail
tenant, Trader Joe's East, and one commercial tenant, Daroff Design Inc.        
Nineteen units at the subject property are master leased to Moore College, an   
all girls arts college located approximately 0.5 miles from the subject         
property. Trader Joe's is a national specialty grocery store chain with         
operations in 15 states. Daroff Design, Inc. is a privately held full service   
Architecture & Interior Design firm.                                            

The subject property is managed by Philadelphia Management Company, a related   
entity to the borrower. The firm is the largest multifamily property manager in 
the greater Philadelphia area and currently manages and operates over 5,000     
apartments in the city (approximately 25% of the total inventory). The company  
manages over 50 properties within Center City, where the subject property is    
located and two properties outside of the city limits. The firm has five leasing
offices within the city and 24-hour property maintenance crews.                 
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
 MARKET(1)
--------------------------------------------------------------------------------
The subject property is located in Center City, PA, approximately four blocks   
east of 30th Street Station and seven blocks northwest of Rittenhouse Square,   
one of the cultural centers of the city. There are several Universities in the  
vicinity of the subject property including the University of Pennsylvania,      
Drexel University, and Moore College.                                           

There are 16,440 units in Center City, which represents 9.0% of the entire      
Philadelphia market. Asking rents in Center City grew by 0.9% over the previous 
quarter and have grown at an average rate of 7.3% annually for the past five    
years. The overall vacancy rate in the Philadelphia market is 3.1% and the      
vacancy rate in Center City is 4.8%. Average rental rates within Center City    
range from $1,300/month for a one-bedroom to $1,600/month for a two bedroom. New
construction within the city limits, more specifically within Center City, will 
be limited due to the lack of high-density zoned land available for new         
development.                                                                    
--------------------------------------------------------------------------------

(1)  Select market information from appraisal by Cushman & Wakefield as of      
    November 6, 2002 (Value as of November 6, 2003). The appraisal relies upon
   many assumptions, and no representation is made as to the accuracy of the
assumptions underlying the appraisal.                                 

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REPRESENTATIVE.                                                                 

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2121 MARKET STREET
--------------------------------------------------------------------------------

[MAP OMITTED] 

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REPRESENTATIVE.                                                                 

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                                                                                                                             ANNEX D

ABN AMRO                                J.P MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.           Statement Date:   09/12/2003
LaSalle Bank N.A.                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               Payment Date:     09/12/2003
135 S. LaSalle Street Suite 1625                          SERIES 2003-CIBC6                             Prior Payment:           N/A
Chicago, IL 60603                                                                                       Next Payment:     10/13/2003
                                                                                                        Record Date:      08/31/2003
                                                     ABN AMRO ACCT: XX-XXXX-XX-X                                                    
Administrator:                                                                                          Analyst:                    
                                                 REPORTING PACKAGE TABLE OF CONTENTS                                                

====================================================================================================================================
                                                                                                                                    
================================      ====================================================    ======================================
                                                                                   Page(s)                                          
Issue Id: JP3CIBC6                    REMIC Certificate Report                                Closing Date: 08/07/2003              
Monthly Data File Name:               Bond Interest Reconciliation                            First Payment Date: 09/12/2003        
           JP3CIBC6_YYYYMM_3.zip      Cash Reconciliation Summary                             Assumed Final Payment Date: 09/12/2033
                                      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                                                                    
================================      ====================================================    ======================================

               ======================================================================================================               
                                                     PARTIES TO THE TRANSACTION                                                     
               ------------------------------------------------------------------------------------------------------               
                                  DEPOSITOR: J.P. Morgan Chase Commercial Mortgage Securities Corp.                                 
                      UNDERWRITER: J.P. Morgan Securities Inc./CIBC World Markets Corp./ABN AMRO Incorporated/                      
                          Citigroup Global Markets Inc./Merrill Lynch, Pierce, Fenner & Smith Incorporated                          
                                        MASTER SERVICER: Wochovia Bank, National Association                                        
                                               SPECIAL SERVICER: ARCap Servicing, Inc.                                              
                                     RATING AGENCY: Moody's Investors Service, Inc. /Fitch, Inc.                                    
               ======================================================================================================               

                             ==========================================================================                             
                                 INFORMATION IS AVAILABLE FOR THIS ISSUE FROM THE FOLLOWING SOURCES                                 
                             --------------------------------------------------------------------------                             
                                      LaSalle Web Site                       www.etrustee.net                                       
                                      Servicer Website                                                                              
                                      LaSalle Factor Line                      (800) 246-5761                                       
                             ==========================================================================                             

====================================================================================================================================

07/18/2003 - 07:12 (MXXX-MXXX) (c) 2000 LaSalle Bank N.A.                                                                           

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ABN AMRO                                J.P MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.          Statement Date:    09/12/2003
LaSalle Bank N.A.                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Payment Date:      09/12/2003
                                                          SERIES 2003-CIBC6                            Prior Payment:            N/A
WAC:                                                                                                   Next Payment:      10/13/2003
WA Life Term:                                                                                          Record Date:       08/31/2003
WA Amort Term:                                       ABN AMRO ACCT: XX-XXXX-XX-X                                                    
Current Index:                                                                                                                      
Next Index:                                           REMIC CERTIFICATE REPORT                                                      

====================================================================================================================================
            Original       Opening    Principal     Principal      Negative      Closing     Interest      Interest    Pass-Through 
 Class   Face Value (1)    Balance     Payment    Adj. or Loss   Amortization    Balance    Payment (2)   Adjustment       Rate     
 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)
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              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) Accrued Interest plus/minus Interest Adjustment minus Deferred      
       Interest equals Interest Payment (3) Estimated                                                                               

07/18/2003 - 07:12 (MXXX-MXXX) (c) 2000 LaSalle Bank N.A.                                                                           

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ABN AMRO                                J.P MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.          Statement Date:    09/12/2003
LaSalle Bank N.A.                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Payment Date:      09/12/2003
                                                          SERIES 2003-CIBC6                            Prior Payment:            N/A
                                                                                                       Next Payment:      10/13/2003
                                                     ABN AMRO ACCT: XX-XXXX-XX-X                       Record Date:       08/31/2003

                                                    BOND INTEREST RECONCILIATION                                                    

====================================================================================================================================
                                                        Deductions                                      Additions                   
                                            ---------------------------------   ----------------------------------------------------
                       Pass     Accrued                 Deferred &                 Prior       Int Accrual    Prepay-      Other    
          Accrual      Thru   Certificate   Allocable   Accretion    Interest   Int. Short-     on prior       ment       Interest  
Class  Method   Days   Rate    Interest       PPIS       Interest    Loss/Exp    falls Due    Shortfall (3)  Penalties  Proceeds (1)
====================================================================================================================================
                                                                                                                                    

                              ------------------------------------------------------------------------------------------------------
                                 0.00         0.00         0.00        0.00        0.00           0.00                      0.00    
====================================================================================================================================

========================================================   ======================                                                   

                                              Remaining                                                                             
Distributable    Interest   Current Period   Outstanding       Credit Support                                                       
 Certificate     Payment     (Shortfall)/      Interest    ----------------------                                                   
Interest (2)      Amount       Recovery       Shortfalls   Original   Current (4)                                                   
========================================================   ======================                                                   

--------------------------------------------------------                                                                            
    0.00           0.00                         0.00                                                                                
========================================================   ======================                                                   

(1) Other Interest Proceeds are additional interest amounts specifically allocated to the bond(s) and used in determining the       
    Distributable Interest of the bonds.                                                                                            
(2) Accrued - Deductions + Additional Interest.                                                                                     
(3) Where applicable.                                                                                                               
(4) 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).                                       

07/18/2003 - 07:12 (MXXX-MXXX) (c) 2000 LaSalle Bank N.A.                                                                           

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ABN AMRO                                J.P MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.          Statement Date:    09/12/2003
LaSalle Bank N.A.                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Payment Date:      09/12/2003
                                                          SERIES 2003-CIBC6                            Prior Payment:            N/A
                                                                                                       Next Payment:      10/13/2003
                                                     ABN AMRO ACCT: XX-XXXX-XX-X                       Record Date:       08/31/2003

                                                     CASH RECONCILIATION SUMMARY                                                    

====================================================================================================================================
                                                                                                                                    
-------------------------------------------  -------------------------------------------  ------------------------------------------
             INTEREST SUMMARY                              PRINCIPAL SUMMARY                         SERVICING FEE SUMMARY          
-------------------------------------------  -------------------------------------------  ------------------------------------------
Current Scheduled Interest                   SCHEDULED PRINCIPAL:                         Current Servicing Fees                    
Less Deferred Interest                       Current Scheduled Principal                  Plus Fees Advanced for PPIS               
Less PPIS Reducing Scheduled Int             Advanced Scheduled Principal                 Less Reduction for PPIS                   
Plus Gross Advance Interest                  -------------------------------------------  Plus Delinquent Servicing Fees            
Less ASER Interest Adv Reduction             Scheduled Principal                          ------------------------------------------
Less Other Interest Not Advanced             -------------------------------------------  Total Servicing Fees                      
Less Other Adjustment                        UNSCHEDULED PRINCIPAL:                       ------------------------------------------
-------------------------------------------  Curtailments                                                                           
Total                                        Advanced Scheduled Principal                                                           
-------------------------------------------  Liquidation Proceeds                                                                   
UNSCHEDULED INTEREST:                        Repurchase Proceeds                                                                    
-------------------------------------------  Other Principal Proceeds                                                               
Prepayment Penalties                         -------------------------------------------                                            
Yield Maintenance Penalties                  Total Unscheduled Principal                                                            
Other Interest Proceeds                      -------------------------------------------                                            
-------------------------------------------  Remittance Principal                                                                   
Total                                        -------------------------------------------                                            
-------------------------------------------  Remittance P&I Due Trust                                                               
Less Fees Paid to Servicer                   -------------------------------------------                                            
Less Fee Strips Paid by Servicer             Remittance P&I Due Certs                                                               
-------------------------------------------  -------------------------------------------                                            
LESS FEES & EXPENSES PAID BY/TO SERVICER                                                                                            
-------------------------------------------  -------------------------------------------  ------------------------------------------
Special Servicing Fees                                   POOL BALANCE SUMMARY                             PPIS SUMMARY              
Workout Fees                                 -------------------------------------------  ------------------------------------------
Liquidation Fees                                                     Balance     Count    Gross PPIS                                
Interest Due Serv on Advances                -------------------------------------------  Reduced by PPIE                           
Non Recoverable Advances                     Beginning Pool                               Reduced by Shortfalls in Fees             
Misc. Fees & Expenses                        Scheduled Principal                          Reduced by Other Amounts                  
-------------------------------------------  Unscheduled Principal                        ------------------------------------------
Plus Trustee Fees Paid by Servicer           Deferred Interest                            PPIS Reducing Scheduled Interest          
-------------------------------------------  Liquidations                                 ------------------------------------------
Total Unscheduled Fees & Expenses            Repurchases                                  PPIS Reducing Servicing Fee               
-------------------------------------------  -------------------------------------------  ------------------------------------------
Total Interest Due Trust                     Ending Pool                                  PPIS Due Certificate                      
-------------------------------------------  -------------------------------------------  ------------------------------------------
LESS FEES & EXPENSES PAID BY/TO TRUST                                                                                               
-------------------------------------------                                               ------------------------------------------
Trustee Fee                                                                               ADVANCE SUMMARY (ADVANCE MADE BY SERVICER)
Fee Strips                                                                                ------------------------------------------
Misc. Fees                                                                                                       Principal  Interest
Interest Reserve Withholding                                                              ------------------------------------------
Plus Interest Reserve Deposit                                                             Prior Outstanding                         
-------------------------------------------                                               Plus Current Period                       
Total                                                                                     Less Recovered                            
-------------------------------------------                                               Less Non Recovered                        
Total Interest Due Certs                                                                  ------------------------------------------
-------------------------------------------                                               Ending Outstanding                        
                                                                                          ------------------------------------------

====================================================================================================================================

07/18/2003 - 07:12 (MXXX-MXXX) (c) 2000 LaSalle Bank N.A.                                                                           

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ABN AMRO                                J.P MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.          Statement Date:    09/12/2003
LaSalle Bank N.A.                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Payment Date:      09/12/2003
                                                          SERIES 2003-CIBC6                            Prior Payment:            N/A
                                                                                                       Next Payment:      10/13/2003
                                                     ABN AMRO ACCT: XX-XXXX-XX-X                       Record Date:       08/31/2003

                                     ASSET BACKED FACTS ~ 15 MONTH HISTORICAL LOAN STATUS SUMMARY                                   

============   ==================================================================   ================================================
                                Delinquency Aging Categories                                   Special Event Categories (1)         
               ------------------------------------------------------------------   ------------------------------------------------
                 Delinq        Delinq        Delinq                                                                                 
Distribution     1 Month       2 Months     3+ Months    Foreclosure      REO       Modifications   Specially Serviced   Bankruptcy 
    Date       #   Balance   #   Balance   #   Balance   #   Balance   #  Balance    #   Balance       #   Balance       #   Balance
============   ==================================================================   ================================================
                                                                                                                                    
  09/12/03                                                                                                                          
------------   ------------------------------------------------------------------   ------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

============   ==================================================================   ================================================

(1) Modification, Specially Serviced & Bankruptcy Totals are Included in the Appropriate Delinquency Aging Category.                

07/18/2003 - 07:12 (MXXX-MXXX) (c) 2000 LaSalle Bank N.A.                                                                           

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ABN AMRO                                J.P MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.          Statement Date:    09/12/2003
LaSalle Bank N.A.                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Payment Date:      09/12/2003
                                                          SERIES 2003-CIBC6                            Prior Payment:            N/A
                                                                                                       Next Payment:      10/13/2003
                                                     ABN AMRO ACCT: XX-XXXX-XX-X                       Record Date:       08/31/2003

                                    ASSET BACKED FACTS ~ 15 MONTH HISTORICAL PAYOFF/LOSS SUMMARY                                    

====================================================================================================================================
                                                         Appraisal                       Realized                         Curr      
              Ending Pool (1)  Payoffs(2)   Penalties   Reduct. (2)   Liquidations (2)   Losses (2)   Remaining Term   Weighted Avg.
Distribution  ----------------------------------------------------------------------------------------------------------------------
    Date       #   Balance     #  Balance   #  Amount   #   Balance     #   Balance      #   Amount    Life   Amort.   Coupon  Remit
====================================================================================================================================
                                                                                                                                    
  09/12/03                                                                                                                          
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(1) Percentage based on pool as of cutoff.                                                                                          
(2) Percentage based on pool as of beginning of period.                                                                             

07/18/2003 - 07:12 (MXXX-MXXX) (c) 2000 LaSalle Bank N.A.                                                                           

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ABN AMRO                                J.P MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.          Statement Date:    09/12/2003
LaSalle Bank N.A.                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Payment Date:      09/12/2003
                                                          SERIES 2003-CIBC6                            Prior Payment:            N/A
                                                                                                       Next Payment:      10/13/2003
                                                     ABN AMRO ACCT: XX-XXXX-XX-X                       Record Date:       08/31/2003

                                            HISTORICAL COLLATERAL LEVEL PREPAYMENT REPORT                                           

====================================================================================================================================
Disclosure      Payoff      Initial                  Payoff      Penalty      Prepayment      Maturity      Property     Geographic 
Control #       Period      Balance       Type       Amount      Amount          Date           Date          Type        Location  
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    

====================================================================================================================================
                          CURRENT                    0           0                                                                  
                         CUMULATIVE                                                                                                 

07/18/2003 - 07:12 (MXXX-MXXX) (c) 2000 LaSalle Bank N.A.                                                                           

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ABN AMRO                                J.P MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.          Statement Date:    09/12/2003
LaSalle Bank N.A.                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Payment Date:      09/12/2003
                                                          SERIES 2003-CIBC6                            Prior Payment:            N/A
                                                                                                       Next Payment:      10/13/2003
                                                     ABN AMRO ACCT: XX-XXXX-XX-X                       Record Date:       08/31/2003

                                                       DELINQUENT LOAN DETAIL                                                       

====================================================================================================================================

              Paid                   Outstanding   Out. Property                      Special                                       
Disclosure    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 < 1 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                        
                                                                7. P&I Advance (Foreclosure)                                        
                                                                9. P&I Advance (REO)                                                
====================================================================================================================================

** Outstanding P&I Advances include the current period P&I Advance                                                                  

07/18/2003 - 07:12 (MXXX-MXXX) (c) 2000 LaSalle Bank N.A.                                                                           

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ABN AMRO                                J.P MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.          Statement Date:    09/12/2003
LaSalle Bank N.A.                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Payment Date:      09/12/2003
                                                          SERIES 2003-CIBC6                            Prior Payment:            N/A
                                                                                                       Next Payment:      10/13/2003
                                                     ABN AMRO ACCT: XX-XXXX-XX-X                       Record Date:       08/31/2003

                                                    MORTGAGE LOAN CHARACTERISTICS                                                   

====================================================================================================================================

              DISTRIBUTION OF PRINCIPAL BALANCES                                  DISTRIBUTION OF MORTGAGE INTEREST RATES           
=================================================================  =================================================================
                                                Weighted Average                                                  Weighted Average  
Current Scheduled   # of   Scheduled   % of    ------------------  Current Mortgage   # of   Scheduled   % of    ------------------ 
    Balances        Loans   Balance   Balance  Term  Coupon  DSCR   Interest Rate     Loans   Balance   Balance  Term  Coupon  DSCR 
=================================================================  =================================================================
                                                                                                                                    

                                                                   =================================================================
                                                                                        0        0       0.00%                      
                                                                   =================================================================
                                                                   Minimum Mortgage Interest Rate 10.0000%                          
                                                                   Maximum Mortgage Interest Rate 10.0000%                          

=================================================================                                                                   
                      0        0       0.00%                                                                                        
=================================================================                                                                   
Average Scheduled Balance                                                        DISTRIBUTION OF REMAINING TERM (BALLOON)           
Maximum Scheduled Balance                                          =================================================================
Minimum Scheduled Balance                                                                                         Weighted Average  
-------------------------                                          Balloon          # of   Scheduled   % of     --------------------
                                                                   Mortgage Loans  Loans    Balance   Balance   Term   Coupon   DSCR
       DISTRIBUTION OF REMAINING TERM (FULLY AMORTIZING)           =================================================================
=================================================================  0 to 60                                                          
                                               Weighted Average    61 to 120                                                        
Fully Amortizing   # of   Scheduled   % of    ------------------   121 to 180                                                       
 Mortgage Loans   Loans    Balance   Balance  Term  Coupon  DSCR   181 to 240                                                       
=================================================================  241 to 360                                                       

=================================================================  =================================================================
                  0         0       0.00%                                            0         0       0.00%                        
=================================================================  =================================================================
Minimum Remaining Term                                             Minimum Remaining Term 0                                         
Maximum Remaining Term                                             Maximum Remaining Term 0                                         

07/18/2003 - 07:12 (MXXX-MXXX) (c) 2000 LaSalle Bank N.A.                                                                           

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ABN AMRO                                J.P MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.          Statement Date:              
LaSalle Bank N.A.                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Payment Date:                
                                                          SERIES 2003-CIBC6                            Prior Payment:               
                                                                                                       Next Payment:                
                                                     ABN AMRO ACCT: XX-XXXX-XX-X                       Record Date:                 

                                                    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       Geographic Location   Loans   Balance   Balance  WAMM  WAC  DSCR 
 ===========================================================       ================================================================ 
                                                                                                                                    

 ===========================================================                                                                        
                    0        0       0.00%                                                                                          
 ===========================================================                                                                        
 Maximum DSCR 0.000                                                                                                                 
 Minimum DSCR 0.000                                                                                                                 

                 DISTRIBUTION OF DSCR (CUTOFF)                                                                                      
 ===========================================================                                                                        
 Debt Service     # of   Scheduled    % of                                                                                          
 Coverage Ratio   Loans   Balance   Balance  WAMM  WAC  DSCR                                                                        
 ===========================================================                                                                        

 ===========================================================       ================================================================ 
                    0        0       0.00%                                                 0                0.00%                   
 ===========================================================       ================================================================ 
 Maximum DSCR 0.00                                                                                                                  
 Minimum DSCR 0.00                                                                                                                  

07/18/2003 - 07:12 (MXXX-MXXX) (c) 2000 LaSalle Bank N.A.                                                                           

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ABN AMRO                                J.P MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.          Statement Date:              
LaSalle Bank N.A.                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Payment Date:                
                                                          SERIES 2003-CIBC6                            Prior Payment:               
                                                                                                       Next Payment:                
                                                     ABN AMRO ACCT: XX-XXXX-XX-X                       Record Date:                 

                                                    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                 
     ===========================================================    ===========================================================     

     ===========================================================    ===========================================================     
     Amortization     # of   Scheduled   % of                                        # of   Scheduled   % of                        
     Type             Loans   Balance   Balance  WAMM  WAC  DSCR          Year       Loans   Balance   Balance  WAMM  WAC  DSCR     
     ===========================================================    ===========================================================     
                                                                          2003                                                      
                                                                          2004                                                      
                                                                          2005                                                      
                                                                          2006                                                      
                                                                          2007                                                      
                                                                          2008                                                      
                                                                          2009                                                      
                                                                          2010                                                      
                                                                          2011                                                      
                                                                          2012                                                      
                                                                          2013                                                      
                                                                      2014 & Longer                                                 
     ===========================================================    ===========================================================     
                                                                                       0        0       0.00%                       
     ===========================================================    ===========================================================     

07/18/2003 - 07:12 (MXXX-MXXX) (c) 2000 LaSalle Bank N.A.                                                                           

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ABN AMRO                                J.P MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.          Statement Date:    09/12/2003
LaSalle Bank N.A.                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Payment Date:      09/12/2003
                                                          SERIES 2003-CIBC6                            Prior Payment:            N/A
                                                                                                       Next Payment:      10/13/2003
                                                     ABN AMRO ACCT: XX-XXXX-XX-X                       Record Date:       08/31/2003

                                                          LOAN LEVEL DETAIL                                                         

=================================================================================================================================   
                                                       Operating                 Ending                                   Spec.     
Disclosure          Property                           Statement    Maturity    Principal    Note    Scheduled    Mod.    Serv      
Control #     Grp     Type      State    DSCR    NOI      Date        Date       Balance     Rate       P&I       Flag    Flag      
=================================================================================================================================   
                                                                                                                                    

=================================================================================================================================   
                                W/Avg    0.00     0                                 0                    0                          
=================================================================================================================================   

===========================================                                                                                         
         Loan              Prepayment                                                                                               
 ASER    Status   -------------------------                                                                                         
 Flag    Code(1)   Amount   Penalty   Date                                                                                          
===========================================                                                                                         

===========================================                                                                                         
                     0         0                                                                                                    
===========================================                                                                                         

* NOI and DSCR, if available and reportable under the terms of the Pooling and Servicing Agreement, are based on information        
  obtained from the related borrower, and no other party to the agreement shall be held liable for the accuracy or methodology used 
  to determine such figures.                                                                                                        

(1) Legend:   A. P&I Adv - in Grace Period        1. P&I Adv - delinquent 1 month       7. Foreclosure                              
              B. P&I Adv - < one month delinq     2. P&I Adv - delinquent 2 months      8. Bankruptcy                               
                                                  3. P&I Adv - delinquent 3+ months     9. REO                                      
                                                  4. Mat. Balloon/Assumed P&I           10. DPO                                     
                                                  5. Prepaid in Full                    11. Modification                            
                                                  6. Specially Serviced                                                             
====================================================================================================================================

07/18/2003 - 07:12 (MXXX-MXXX) (c) 2000 LaSalle Bank N.A.                                                                           

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ABN AMRO                                J.P MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.          Statement Date:    09/12/2003
LaSalle Bank N.A.                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Payment Date:      09/12/2003
                                                          SERIES 2003-CIBC6                            Prior Payment:            N/A
                                                                                                       Next Payment:      10/13/2003
                                                     ABN AMRO ACCT: XX-XXXX-XX-X                       Record Date:       08/31/2003

                                              SPECIALLY SERVICED (PART I) ~ LOAN DETAIL                                             

====================================================================================================================================
                                             Balance                           Remaining Term                                       
Disclosure   Transfer    Loan Status   -------------------   Note   Maturity   --------------   Property                        NOI 
Control #      Date        Code (1)    Scheduled    Actual   Rate    Date       Life  Amort.      Type    State   NOI   DSCR    Date
====================================================================================================================================
                                                                                                                                    

====================================================================================================================================
(1) Legend:     A. P&I Adv - in Grace Period            1. P&I Adv - delinquent 1 month                                             
                B. P&I Adv - < 1 month delinq.          2. P&I Adv - delinquent 2 months                                            
                                                        3. P&I Adv - delinquent 3+ months                                           
                                                        4. Mat. Balloon/Assumed P&I                                                 
                                                        7. Foreclosure                                                              
                                                        9. REO                                                                      
====================================================================================================================================

07/18/2003 - 07:12 (MXXX-MXXX) (c) 2000 LaSalle Bank N.A.                                                                           

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ABN AMRO                                J.P MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.          Statement Date:    09/12/2003
LaSalle Bank N.A.                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Payment Date:      09/12/2003
                                                          SERIES 2003-CIBC6                            Prior Payment:            N/A
                                                                                                       Next Payment:      10/13/2003
                                                     ABN AMRO ACCT: XX-XXXX-XX-X                       Record Date:       08/31/2003

                                    SPECIALLY SERVICED LOAN DETAIL (PART II) ~ SERVICER COMMENTS                                    

====================================================================================================================================
    Disclosure                  Resolution                                                                                          
    Control #                    Strategy                                                Comments                                   
====================================================================================================================================
                                                                                                                                    

====================================================================================================================================

07/18/2003 - 07:12 (MXXX-MXXX) (c) 2000 LaSalle Bank N.A.                                                                           

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ABN AMRO                                J.P MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.          Statement Date:    09/12/2003
LaSalle Bank N.A.                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Payment Date:      09/12/2003
                                                          SERIES 2003-CIBC6                            Prior Payment:            N/A
                                                                                                       Next Payment:      10/13/2003
                                                     ABN AMRO ACCT: XX-XXXX-XX-X                       Record Date:       08/31/2003

                                                        MODIFIED LOAN DETAIL                                                        

====================================================================================================================================
                                Cutoff    Modified                                                                                  
Disclosure    Modification     Maturity   Maturity                                   Modification                                   
Control #        Date            Date       Date                                     Description                                    
====================================================================================================================================
                                                                                                                                    

====================================================================================================================================

07/18/2003 - 07:12 (MXXX-MXXX) (c) 2000 LaSalle Bank N.A.                                                                           

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ABN AMRO                                J.P MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.          Statement Date:    09/12/2003
LaSalle Bank N.A.                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Payment Date:      09/12/2003
                                                          SERIES 2003-CIBC6                            Prior Payment:            N/A
                                                                                                       Next Payment:      10/13/2003
                                                     ABN AMRO ACCT: XX-XXXX-XX-X                       Record Date:       08/31/2003

                                                        REALIZED LOSS DETAIL                                                        

====================================================================================================================================
                                            Beginning            Gross Proceeds    Aggregate        Net      Net Proceeds           
         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.         

07/18/2003 - 07:12 (MXXX-MXXX) (c) 2000 LaSalle Bank N.A.                                                                           

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                                                        [Enlarge/Download Table]
ABN AMRO                                J.P MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.          Statement Date:    09/12/2003
LaSalle Bank N.A.                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Payment Date:      09/12/2003
                                                          SERIES 2003-CIBC6                            Prior Payment:            N/A
                                                                                                       Next Payment:      10/13/2003
                                                     ABN AMRO ACCT: XX-XXXX-XX-X                       Record Date:       08/31/2003

                                                     APPRAISAL REDUCTION DETAIL                                                     

====================================================================================================================================
                                                                           Remaining Term                           Appraisal       
Disclosure  Appraisal  Scheduled   ARA  Current P&I        Note  Maturity  --------------  Property                ------------     
Control #   Red. Date   Balance   Amount  Advance    ASER  Rate    Date     Life   Amort.    Type    State  DSCR   Value   Date     
====================================================================================================================================
                                                                                                                                    

====================================================================================================================================

07/18/2003 - 07:12 (MXXX-MXXX) (c) 2000 LaSalle Bank N.A.                                                                           

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PROSPECTUS                                                                      

MORTGAGE PASS-THROUGH CERTIFICATES
(ISSUABLE IN SERIES)

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

DEPOSITOR 

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

  J.P. Morgan Chase Commercial Mortgage Securities Corp. will periodically
offer certificates in one or more series. Each series of certificates will      
represent the entire beneficial ownership interest in a trust fund.             
Distributions on the certificates of any series will be made only from the      
assets of the related trust fund.                                               

 The certificates of each series will not represent an obligation of the
depositor, any servicer or any of their respective affiliates. Neither the      
certificates nor any assets in the related trust fund will be guaranteed or     
insured by any governmental agency or instrumentality or by any other person,   
unless otherwise provided in the prospectus supplement.                         

The primary asset of the trust fund may include:                      

o  multifamily and commercial mortgage loans, including participations
therein;                                                        

o  mortgage-backed securities evidencing interests in or secured by   
   multifamily and commercial mortgage loans, including participations
therein, and other mortgage-backed securities;                  

     o  direct obligations of the United States or other government agencies; or

o  a combination of the assets described above.                       

INVESTING IN THE OFFERED CERTIFICATES INVOLVES RISKS. YOU SHOULD REVIEW THE     
INFORMATION APPEARING UNDER THE CAPTION "RISK FACTORS" BEGINNING ON PAGE 9 OF   
THIS PROSPECTUS AND IN THE RELATED PROSPECTUS SUPPLEMENT BEFORE PURCHASING ANY  
OFFERED CERTIFICATE.                                                            

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES         
COMMISSION HAS APPROVED OR DISAPPROVED THESE CERTIFICATES OR DETERMINED THAT    
THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS  
A CRIMINAL OFFENSE.                                                             

 July 18, 2003

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

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

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

Certain capitalized terms are defined and used in this prospectus to  
assist you in understanding the terms of the offered certificates and this      
offering. The capitalized terms used in this prospectus are defined on the      
pages indicated under the caption "Index of Principal Definitions" beginning on 
page 108 in this prospectus.                                                    

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

If you require additional information, the mailing address of our     
principal executive offices is J.P. Morgan Chase Commercial Mortgage Securities 
Corp., 270 Park Avenue, New York, New York 10017, and telephone number is (212) 
834-9299.                                                                       

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 TABLE OF CONTENTS

IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS AND             
  EACH ACCOMPANYING PROSPECTUS SUPPLEMENT ................................  ii
SUMMARY OF PROSPECTUS .....................................................   1 
RISK FACTORS ..............................................................   9 
Your Ability to Resell Certificates may be Limited Because of             
     Their Characteristics ...............................................   9
The Assets of the Trust Fund may not be Sufficient to Pay Your            
     Certificates ........................................................   9
Prepayments of the Mortgage Assets will Affect the Timing of Your         
     Cash Flow and May Affect Your Yield .................................  10
  Ratings Do Not Guarantee Payment and Do Not Address Prepayment Risks ...  11
Commercial and Multifamily Mortgage Loans Have Risks that May Affect      
     Payments on Your Certificates .......................................  12
  Borrowers May Be Unable to Make Balloon Payments .......................  14
  Credit Support May Not Cover Losses ....................................  14
  Assignment of Leases and Rents May Be Limited By State Law .............  15
Failure to Comply with Environmental Law May Result in Additional         
     Losses ..............................................................  15
Hazard Insurance May Be Insufficient to Cover all Losses on               
     Mortgaged Properties ................................................  16
Poor Property Management May Adversely Affect the Performance of          
     the Related Mortgaged Property ......................................  16
One Action Jurisdiction May Limit the Ability of the Servicer to          
     Foreclose on a Mortgaged Property ...................................  16
Rights Against Tenants may be Limited if Leases are not Subordinate       
     to Mortgage or do not Contain Attornment Provisions .................  17
If Mortgaged Properties are not in Compliance with Current Zoning         
     Laws Restoration Following a Casualty Loss may be Limited ...........  17
  Inspections of the Mortgaged Properties will be Limited ................  17
Compliance with Americans with Disabilities Act may result in             
     Additional Losses ...................................................  17
  Litigation Concerns ....................................................  17
  Property Insurance .....................................................  18
  Some Certificates May Not be Appropriate for Benefit Plans .............  18
  Certain Federal Tax Considerations Regarding Residual Certificates .....  18
  Certain Federal Tax Considerations Regarding Original Issue Discount ...  19
Bankruptcy Proceedings Could Adversely Affect Payments on Your            
     Certificates ........................................................  19
Book-Entry System for Certain Classes May Decrease Liquidity and          
     Delay Payment .......................................................  19
Delinquent and Non-Performing Mortgage Loans Could Adversely              
     Affect Payments on Your Certificates ................................  20
DESCRIPTION OF THE TRUST FUNDS ............................................  21 
  General ................................................................  21
  Mortgage Loans .........................................................  21
  MBS ....................................................................  25
  Certificate Accounts ...................................................  26
  Credit Support .........................................................  26
  Cash Flow Agreements ...................................................  26
YIELD AND MATURITY CONSIDERATIONS .........................................  27 
  General ................................................................  27
  Pass-Through Rate ......................................................  27
  Payment Delays .........................................................  27
  Certain Shortfalls in Collections of Interest ..........................  27
  Yield and Prepayment Considerations ....................................  28
  Weighted Average Life and Maturity .....................................  29
  Controlled Amortization Classes and Companion Classes ..................  30
  Other Factors Affecting Yield, Weighted Average Life and Maturity ......  31
THE DEPOSITOR .............................................................  33 
USE OF PROCEEDS ...........................................................  33 
DESCRIPTION OF THE CERTIFICATES ...........................................  34 
  General ................................................................  34
  Distributions ..........................................................  34
  Distributions of Interest on the Certificates ..........................  35
  Distributions of Principal on the Certificates .........................  36
Distributions on the Certificates in Respect of Prepayment Premiums       
     or in Respect of Equity Participations ..............................  37
  Allocation of Losses and Shortfalls ....................................  37
  Advances in Respect of Delinquencies ...................................  37
  Reports to Certificateholders ..........................................  38
  Voting Rights ..........................................................  39

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  Termination ............................................................  40
  Book-Entry Registration and Definitive Certificates ....................  40
DESCRIPTION OF THE POOLING AGREEMENTS .....................................  42 
  General ................................................................  42
  Assignment of Mortgage Loans; Repurchases ..............................  42
  Representations and Warranties; Repurchases ............................  43
  Collection and Other Servicing Procedures ..............................  44
  Sub-Servicers ..........................................................  45
  Special Servicers ......................................................  45
  Certificate Account ....................................................  45
  Modifications, Waivers and Amendments of Mortgage Loans ................  48
  Realization Upon Defaulted Mortgage Loans ..............................  49
  Hazard Insurance Policies ..............................................  49
  Due-on-Sale and Due-on-Encumbrance Provisions ..........................  50
  Servicing Compensation and Payment Of Expenses .........................  50
  Evidence as to Compliance ..............................................  51
  Certain Matters Regarding the Master Servicer and the Depositor ........  51
  Events of Default ......................................................  51
  Amendment ..............................................................  52
  List of Certificateholders .............................................  52
  The Trustee ............................................................  53
  Duties of the Trustee ..................................................  53
  Certain Matters Regarding the Trustee ..................................  53
  Resignation and Removal of the Trustee..................................  53
DESCRIPTION OF CREDIT SUPPORT .............................................  55 
  General ................................................................  55
  Subordinate Certificates ...............................................  55
  Cross-Support Provisions ...............................................  56
  Insurance or Guarantees with Respect to Mortgage Loans .................  56
  Letter of Credit .......................................................  56
  Certificate Insurance and Surety Bonds .................................  56
  Reserve Funds ..........................................................  56
  Credit Support with Respect to MBS .....................................  57
CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS ...................................  57 
  General ................................................................  57
  Types of Mortgage Instruments ..........................................  57
  Leases and Rents .......................................................  58
  Personalty .............................................................  58
  Foreclosure ............................................................  58
  Bankruptcy Laws ........................................................  62
  Environmental Risks ....................................................  65
  Due-on-Sale and Due-on-Encumbrance .....................................  66
  Subordinate Financing ..................................................  67
  Default Interest and Limitations on Prepayments ........................  67
  Applicability of Usury Laws ............................................  67
  Soldiers' and Sailors' Civil Relief Act of 1940 ........................  68
  Type of Mortgaged Property .............................................  68
  Americans with Disabilities Act ........................................  68
  Forfeiture For Drug, RICO and Money Laundering Violations ..............  69
CERTAIN FEDERAL INCOME TAX CONSEQUENCES ...................................  69 
  Federal Income Tax Consequences for REMIC Certificates .................  70
  General ................................................................  70
  Characterization of Investments in REMIC Certificates ..................  70
  Qualification as a REMIC ...............................................  71
  Taxation of Regular Certificates .......................................  73
     General .............................................................  73
     Original Issue Discount .............................................  73
     Acquisition Premium .................................................  76
     Variable Rate Regular Certificates ..................................  76
     Deferred Interest ...................................................  77
     Market Discount .....................................................  77
     Premium .............................................................  78
     Election to Treat All Interest Under the Constant Yield Method ......  78
     Sale or Exchange of Regular Certificates ............................  79
     Treatment of Losses .................................................  80
  Taxation of Residual Certificates ......................................  80
     Taxation of REMIC Income ............................................  80
     Basis and Losses ....................................................  82
     Treatment of Certain Items of REMIC Income and Expense ..............  82
     Limitations on Offset or Exemption of REMIC Income ..................  83
     Tax-Related Restrictions on Transfer of Residual Certificates .......  84
     Sale or Exchange of a Residual Certificate ..........................  87
     Mark to Market Regulations ..........................................  87
  Taxes That May Be Imposed on the REMIC Pool ............................  88

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  Prohibited Transactions ................................................  88
  Contributions to the REMIC Pool After the Startup Day ..................  88
  Net Income from Foreclosure Property ...................................  88
  Liquidation of the REMIC Pool ..........................................  89
  Administrative Matters .................................................  89
  Limitations on Deduction of Certain Expenses ...........................  89
  Taxation of Certain Foreign Investors ..................................  90
     Regular Certificates ................................................  90
     Residual Certificates ...............................................  90
     Backup Withholding ..................................................  91
     Reporting Requirements ..............................................  91
Federal Income Tax Consequences for Certificates as to Which no REMIC     
     Election is Made ....................................................  93
     Standard Certificates ...............................................  93
     General .............................................................  93
     Tax Status ..........................................................  93
     Premium and Discount ................................................  94
     Recharacterization of Servicing Fees ................................  95
     Sale or Exchange of Standard Certificates ...........................  95
  Stripped Certificates ..................................................  96
     General .............................................................  96
     Status of Stripped Certificates .....................................  97
     Taxation of Stripped Certificates ...................................  97
  Reporting Requirements and Backup Withholding ..........................  99
  Taxation of Certain Foreign Investors ..................................  99
STATE AND OTHER TAX CONSIDERATIONS ........................................ 100 
CERTAIN ERISA CONSIDERATIONS .............................................. 100 
  General ................................................................ 100
  Plan Asset Regulations ................................................. 101
  Administrative Exemptions .............................................. 101
  Insurance Company General Accounts ..................................... 101
  Unrelated Business Taxable Income; Residual Certificates ............... 102
LEGAL INVESTMENT .......................................................... 102 
METHOD OF DISTRIBUTION .................................................... 104 
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE ......................... 105 
LEGAL MATTERS ............................................................. 106 
FINANCIAL INFORMATION ..................................................... 106 
RATING .................................................................... 106 
INDEX OF PRINCIPAL DEFINITIONS ............................................ 108 

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 SUMMARY OF PROSPECTUS

  This summary highlights selected information from this document and does
not contain all of the information that you need to consider in making an       
investment decision. Please read this entire prospectus and the accompanying    
prospectus supplement as well as the terms and provisions of the related        
pooling and servicing agreement carefully to understand all of the terms of a   
series of certificates. An Index of Principal Definitions is included at the    
end of this prospectus.                                                         

Title of Certificates.........   Mortgage pass-through certificates, issuable   
in series.    

Depositor.....................   J.P. Morgan Chase Commercial Mortgage          
                                Securities Corp., a wholly owned subsidiary of
                         JPMorgan Chase Bank, a New York banking
                                 corporation, which is a wholly owned subsidiary
                        of J.P. Morgan Chase & Co., a Delaware
corporation.  

Master Servicer...............   The master servicer, if any, for a series of   
                           certificates will be named in the related
                                prospectus supplement. The master servicer for
                                any series of certificates may be an affiliate
                         of the depositor or a special servicer.

Special Servicer..............   One or more special servicers, if any, for a   
                              series of certificates will be named, or the
                              circumstances under which a special servicer
                             will be appointed will be described, in the
                          related prospectus supplement. A special
                                servicer for any series of certificates may be
                             an affiliate of the depositor or the master
servicer.     

Trustee.......................   The trustee for each series of certificates    
                         will be named in the related prospectus
supplement.   

The Trust Assets..............   Each series of certificates will represent in  
                               the aggregate the entire beneficial ownership
                               interest in a trust fund consisting primarily
of:           

A. Mortgage Assets............   The mortgage assets with respect to each       
                          series of certificates will, in general,
                                 consist of a pool of loans secured by liens on,
           or security interests in:

                              o  residential properties consisting of five
                             or more rental or cooperatively-owned
                               dwelling units or shares allocable to a
                             number of those units and the related
  leases; or

                               o  office buildings, shopping centers, retail
                                    stores and establishments, hotels or motels,
                         nursing homes, hospitals or other
                                   health-care related facilities, mobile home
                                   parks, warehouse facilities, mini-warehouse
                            facilities, self-storage facilities,
                                  industrial plants, parking lots, mixed use
                                  or various other types of income-producing
                                  properties described in this prospectus or
        unimproved land.

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                           If so specified in the related prospectus
                               supplement, a trust fund may include mortgage
                                loans secured by liens on real estate projects
                               under construction. No one will guarantee the
                              mortgage loans, unless otherwise provided in
                          the related prospectus supplement. If so
                     specified in the related prospectus
                        supplement, some mortgage loans may be
                         delinquent. In no event will delinquent
                               mortgage loans comprise 20 percent or more of
                               the trust fund at the time the mortgage loans
                    are transferred to the trust fund.

                        As described in the related prospectus
              supplement, a mortgage loan:

                              o  may provide for no accrual of interest or
                             for accrual of interest at a mortgage
                                    interest rate that is fixed over its term or
                                   that adjusts from time to time, or that the
                             borrower may elect to convert from an
                               adjustable to a fixed mortgage interest
                              rate, or from a fixed to an adjustable
               mortgage interest rate;

                               o  may provide for level payments to maturity
                                or for payments that adjust from time to
                                   time to accommodate changes in the mortgage
                                  interest rate or to reflect the occurrence
                                  of certain events, and may permit negative
     amortization;

                         o  may be fully amortizing or partially
                                    amortizing or non-amortizing, with a balloon
                                payment due on its stated maturity date;

                              o  may prohibit prepayments over its term or
                                   for a certain period and/or require payment
                                   of a premium or a yield maintenance penalty
                                   in connection with certain prepayments; and

                           o  may provide for payments of principal,
                                 interest or both, on due dates that occur
                               monthly, quarterly, semi-annually or at
                                 another interval specified in the related
              prospectus supplement.

                                Some or all of the mortgage loans in any trust
                               fund may have been originated by an affiliate
                           of the depositor. See "Description of the
                      Trust Funds--Mortgage Loans" in this
prospectus.   

                        If specified in the related prospectus
                              supplement, the mortgage assets with respect
                               to a series of certificates may also include,
or consist of:

                              o  private mortgage participations, mortgage
                          pass-through certificates or other
                      mortgage-backed securities; or

                                 o  Certificates insured or guaranteed by any of
                                   the Federal Home Loan Mortgage Corporation,
                                  the Federal National Mortgage Association,
the     

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                                  Governmental National Mortgage Association
                            or the Federal Agricultural Mortgage
    Corporation.

                        Each of the above mortgage assets will
                                evidence an interest in, or will be secured by
                              a pledge of, one or more mortgage loans that
                             conform to the descriptions of the mortgage
                         loans contained in this prospectus. See
                               "Description of the Trust Funds--MBS" in this
prospectus.   

B. Certificate Account .......   Each trust fund will include one or more       
                                 certificate accounts established and maintained
                                 on behalf of the certificateholders. The person
                                 or persons designated in the related prospectus
                               supplement will be required to, to the extent
                          described in this prospectus and in that
                                 prospectus supplement, deposit all payments and
                             other collections received or advanced with
                                 respect to the mortgage assets and other assets
                        in the trust fund into the certificate
                        accounts. A certificate account may be
                        maintained as an interest bearing or a
                                 non-interest bearing account, and its funds may
                        be held as cash or invested in certain
                               obligations acceptable to the rating agencies
                           rating one or more classes of the related
                     series of offered certificates. See
                              "Description of the Trust Funds--Certificate
                           Accounts" and "Description of the Pooling
                          Agreements--Certificate Account" in this
prospectus.   

C. Credit Support ............   If so provided in the related prospectus       
                                supplement, partial or full protection against
                             certain defaults and losses on the mortgage
                         assets in the related trust fund may be
                                 provided to one or more classes of certificates
                      of the related series in the form of
                               subordination of one or more other classes of
                          certificates of that series, which other
                            classes may include one or more classes of
                               offered certificates, or by one or more other
                              types of credit support, such as a letter of
                              credit, insurance policy, guarantee, reserve
                        fund or another type of credit support
                                described in this prospectus, or a combination
                                of these features. The amount and types of any
                           credit support, the identification of any
                             entity providing it and related information
                                will be set forth in the prospectus supplement
                                 for a series of offered certificates. See "Risk
                                Factors--Credit Support May Not Cover Losses,"
                         "Description of the Trust Funds--Credit
                                 Support" and "Description of Credit Support" in
  this prospectus.

D. Cash Flow Agreements.......   If so provided in the related prospectus       
                                 supplement, a trust fund may include guaranteed
                               investment contracts pursuant to which moneys
                                held in the funds and accounts established for
                          the related series will be invested at a
                         specified rate. The trust fund may also

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                            include interest rate exchange agreements,
                           interest rate cap or floor agreements, or
                                currency exchange agreements, all of which are
                              designed to reduce the 3 effects of interest
                                rate or currency exchange rate fluctuations on
                               the mortgage assets or on one or more classes
                              of certificates. The principal terms of that
                         guaranteed investment contract or other
                           agreement, including, without limitation,
                               provisions relating to the timing, manner and
                          amount of any corresponding payments and
                                provisions relating to their termination, will
                               be described in the prospectus supplement for
                              the related series. In addition, the related
                            prospectus supplement will contain certain
                                information that pertains to the obligor under
                            any cash flow agreements of this type. See
                            "Description of the Trust Funds--Cash Flow
                 Agreements" in this prospectus.

Description of Certificates...   We will offer certificates in one or more      
                            classes of a series of certificates issued
                               pursuant to a pooling and servicing agreement
                             or other agreement specified in the related
                              prospectus supplement. The certificates will
                       represent in the aggregate the entire
                                 beneficial ownership interest in the trust fund
            created by that agreement.

                        As described in the related prospectus
                              supplement, the certificates of each series,
                       may consist of one or more classes of
                        certificates that, among other things:

                             o  are senior or subordinate to one or more
                                    other classes of certificates in entitlement
                       to certain distributions on the
     certificates;

                                o  are principal-only certificates entitled to
                        distributions of principal, with
                               disproportionately small, nominal or no
                  distributions of interest;

                               o  are interest-only certificates entitled to
                       distributions of interest, with
                               disproportionately small, nominal or no
                   distributions of principal;

                                 o  provide for distributions of interest on, or
                                 principal of, the certificates that begin
                                    only after the occurrence of certain events,
                                   such as the retirement of one or more other
                               classes of certificates of that series;

                              o  provide for distributions of principal of
                                 the certificates to be made, from time to
                                 time or for designated periods, at a rate
                                  that is faster, or slower than the rate at
                              which payments or other collections of
                              principal are received on the mortgage
                         assets in the related trust fund;

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                            o  provide for controlled distributions of
                                 principal to be made based on a specified
                                 schedule or other methodology, subject to
           available funds; or

                       o  provide for distributions based on
                                 collections of prepayment premiums, yield
                       maintenance penalties or equity
                                    participations on the mortgage assets in the
           related trust fund.

                        Each class of certificates, other than
                         interest-only certificates and residual
                           certificates which are only entitled to a
                                residual interest in the trust fund, will have
                           a stated principal balance. Each class of
                         certificates, other than principal-only
                              certificates and residual certificates, will
                         accrue interest on its stated principal
                          balance or, in the case of interest-only
                                certificates, on a notional amount. Each class
                           of certificates entitled to interest will
                               accrue interest based on a fixed, variable or
                            adjustable pass-through interest rate. The
                                related prospectus supplement will specify the
                           principal balance, notional amount and/or
                              fixed pass-through interest rate, or, in the
                               case of a variable or adjustable pass-through
                                interest rate, the method for determining that
                                rate, as applicable, for each class of offered
certificates. 

                            The certificates will not be guaranteed or
                              insured by anyone, unless otherwise provided
                           in the related prospectus supplement. See
                             "Risk Factors--The Assets of the Trust Fund
                   may not be Sufficient to Pay Your
                       Certificates" and "Description of the
                   Certificates" in this prospectus.

Distributions of Interest on                                                    
  the Certificates ...........   Interest on each class of offered certificates,
                              other than certain classes of principal-only
                              certificates and certain classes of residual
                                 certificates, of each series will accrue at the
                          applicable fixed, variable or adjustable
                             pass-through interest rate on the principal
                               balance or, in the case of certain classes of
                             interest-only certificates, on the notional
                                 amount, outstanding from time to time. Interest
                               will be distributed to you as provided in the
                            related prospectus supplement on specified
                               distribution dates. Distributions of interest
                                with respect to one or more classes of accrual
                                 certificates may not begin until the occurrence
                              of certain events, such as the retirement of
                                one or more other classes of certificates, and
                             interest accrued with respect to a class of
                               accrual certificates before the occurrence of
                        that event will either be added to its
                          principal balance or otherwise deferred.
                               Distributions of interest with respect to one
                                or more classes of certificates may be reduced
                                to the extent of certain delinquencies, losses
         and other contingencies

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                         described in this prospectus and in the
                          related prospectus supplement. See "Risk
                            Factors--Prepayment of the Mortgage Assets
                              will Affect the Timing of Your Cash Flow and
                            May Affect Your Yield"; "Risks Relating to
                         Prepayments and Repurchases" "Yield and
                              Maturity Considerations" and "Description of
                                the Certificates--Distributions of Interest on
                       the Certificates" in this prospectus.

Distributions of Principal of                                                   
the Certificates ...........   Each class of certificates of each series,   
                             other than certain classes of interest-only
                              certificates and certain classes of residual
                              certificates, will have a principal balance.
                     The principal balance of a class of
                                certificates will represent the maximum amount
                               that you are entitled to receive as principal
                             from future cash flows on the assets in the
     related trust fund.

                                Distributions of principal with respect to one
                      or more classes of certificates may:

                              o  be made at a rate that is faster, and, in
                                  some cases, substantially faster, than the
                                   rate at which payments or other collections
                                 of principal are received on the mortgage
                         assets in the related trust fund;

                             o  or may be made at a rate that is slower,
                                 and, in some cases, substantially slower,
                                than the rate at which payments or other
                                    collections of principal are received on the
                                  mortgage assets in the related trust fund;

                                 o  not commence until the occurrence of certain
                                events, such as the retirement of one or
                                 more other classes of certificates of the
    same series;

                             o  be made, subject to certain limitations,
                              based on a specified principal payment
                          schedule resulting in a controlled
                              amortization class of certificates; or

                             o  be contingent on the specified principal
                         payment schedule for a controlled
                                 amortization class of the same series and
                            the rate at which payments and other
                                collections of principal on the mortgage
                            assets in the related trust fund are
 received.

                           Unless otherwise specified in the related
                         prospectus supplement, distributions of
                                principal of any class of offered certificates
                               will be made on a pro rata basis among all of
                     the certificates of that class. See
     "Description of the
                             Certificates--Distributions of Principal on
                       the Certificates" in this prospectus.

Advances......................   If provided in the related prospectus          
                               supplement, if a trust fund includes mortgage
             loans, the master servicer,

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                               a special servicer, the trustee, any provider
                              of credit support and/or any other specified
                              person may be obligated to make, or have the
                         option of making, certain advances with
                             respect to delinquent scheduled payments of
                             principal and/or interest on those mortgage
                             loans. Any of the advances of principal and
                            interest made with respect to a particular
                         mortgage loan will be reimbursable from
                        subsequent recoveries from the related
                           mortgage loan and otherwise to the extent
                         described in this prospectus and in the
                               related prospectus supplement. If provided in
                           the prospectus supplement for a series of
                                certificates, any entity making these advances
                              may be entitled to receive interest on those
                              advances while they are outstanding, payable
                              from amounts in the related trust fund. If a
                              trust fund includes mortgage participations,
                    pass-through certificates or other
                            mortgage-backed securities, any comparable
                               advancing obligation will be described in the
                    related prospectus supplement. See
                               "Description of the Certificates--Advances in
                               Respect of Delinquencies" in this prospectus.

Termination...................   If so specified in the related prospectus      
                                supplement, the mortgage assets in the related
                          trust fund may be sold, causing an early
                                termination of a series of certificates in the
                                manner set forth in the prospectus supplement.
                          If so provided in the related prospectus
                                 supplement, upon the reduction of the principal
                            balance of a specified class or classes of
                           certificates by a specified percentage or
                               amount, the party specified in the prospectus
                                 supplement may be authorized or required to bid
                                for or solicit bids for the purchase of all of
                                the mortgage assets of the related trust fund,
                            or of a sufficient portion of the mortgage
                           assets to retire the class or classes, as
                                 described in the related prospectus supplement.
         See "Description of the
                                Certificates--Termination" in this prospectus.

Registration of Book-Entry                                                      
Certificates ...............   If so provided in the related prospectus     
                                supplement, one or more classes of the offered
                               certificates of any series will be book-entry
                                certificates offered through the facilities of
                             The Depository Trust Company. Each class of
                           book-entry certificates will be initially
                         represented by one or more certificates
                            registered in the name of a nominee of The
                               Depository Trust Company. No person acquiring
                      an interest in a class of book-entry
                          certificates will be entitled to receive
                                definitive certificates of that class in fully
                           registered form, except under the limited
                                 circumstances described in this prospectus. See
                              "Risk Factors--Book-Entry System for Certain
                          Classes May Decrease Liquidity and Delay
Payment" and  

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

Certain Federal Income Tax                                                      
Consequences................   The federal income tax consequences to       
                           certificateholders will vary depending on
                                 whether one or more elections are made to treat
                             the trust fund or specified portions of the
                                 trust fund as one or more "real estate mortgage
                              investment conduits" (each, a "REMIC") under
                              the provisions of the Internal Revenue Code.
                              The prospectus supplement for each series of
                               certificates will specify whether one or more
                            REMIC elections will be made. See "Certain
                          Federal Income Tax Consequences" in this
prospectus.   

Certain ERISA Considerations...  If you are a fiduciary of any retirement       
                               plans or certain other employee benefit plans
                        and arrangements, including individual
                              retirement accounts, annuities, Keogh plans,
                               and collective investment funds and insurance
                                company general and separate accounts in which
                     those plans, accounts, annuities or
                                arrangements are invested, that are subject to
                               ERISA or Section 4975 of the Internal Revenue
                             Code, you should carefully review with your
                                legal advisors whether the purchase or holding
                              of offered certificates could give rise to a
                          transaction that is prohibited or is not
                                 otherwise permissible either under ERISA or the
                           Internal Revenue Code. See "Certain ERISA
                               Considerations" in this prospectus and "ERISA
                           Considerations" in the related prospectus
supplement.   

Legal Investment..............   The applicable prospectus supplement will      
                               specify whether the offered certificates will
                              constitute "mortgage related securities" for
                           purposes of the Secondary Mortgage Market
                              Enhancement Act of 1984, as amended. If your
                          investment authority is subject to legal
                                restrictions you should consult your own legal
                      advisors to determine if the offered
                               certificates constitute legal investments for
                                you. See "Legal Investment" in this prospectus
                           and in the related prospectus supplement.

Rating........................   At their dates of issuance, each class of      
                             offered certificates will be rated at least
                            investment grade by one or more nationally
                             recognized statistical rating agencies. See
                              "Rating" in this prospectus and "Ratings" in
                    the related prospectus supplement.

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RISK FACTORS  

   You should carefully consider the following risks and the risks described
under "Risk Factors" in the prospectus supplement for the applicable series of  
certificates before making an investment decision. In particular, distributions 
on your certificates will depend on payments received on and other recoveries   
with respect to the mortgage loans. Thus, you should carefully consider the     
risk factors relating to the mortgage loans and the mortgaged properties.       

YOUR ABILITY TO RESELL CERTIFICATES MAY BE LIMITED BECAUSE OF THEIR             
CHARACTERISTICS                                                                 

We cannot assure you that a secondary market for the certificates will
develop or, if it does develop, that it will provide you with liquidity of      
investment or will continue for the life of your certificates. The prospectus   
supplement for any series of offered certificates may indicate that an          
underwriter intends to make a secondary market in those offered certificates;   
however, no underwriter will be obligated to do so. Any resulting secondary     
market may provide you with less liquidity than any comparable market for       
certificates that evidence interests in single-family mortgage loans.           

The primary source of ongoing information regarding the offered       
certificates of any series, including information regarding the status of the   
related mortgage assets and any credit support for your certificates, will be   
the periodic reports delivered to you. See "Description of the                  
Certificates--Reports to Certificateholders" in this prospectus. We cannot      
assure you that any additional ongoing information regarding your certificates  
will be available through any other source. The limited nature of the available 
information in respect of a series of offered certificates may adversely affect 
its liquidity, even if a secondary market for those certificates does develop.  

Even if a secondary market does develop with respect to any series or 
class of certificates, the market value of those certificates will be affected  
by several factors, including:                                                  

o  The perceived liquidity of the certificates;                       

 o  The anticipated cash flow of the certificates, which may vary widely
        depending upon the prepayment and default assumptions applied in respect
of the underlying mortgage loans and prevailing interest rates; 

 o  The price payable at any given time in respect of certain classes of
        offered certificates may be extremely sensitive to small fluctuations in
      prevailing interest rates, particularly, for a class with a relatively
        long average life, a companion class to a controlled amortization class,
     a class of interest-only certificates or principal-only certificates;
and                                                             

   o  The relative change in price for an offered certificate in response to
   an upward or downward movement in prevailing interest rates may not
      equal the relative change in price for that certificate in response to
       an equal but opposite movement in those rates. Accordingly, the sale of
      your certificates in any secondary market that may develop may be at a
discount from the price you paid.                               

  We are not aware of any source through which price information about the
offered certificates will be generally available on an ongoing basis.           

Except to the extent described in this prospectus and in the related  
prospectus supplement, you will have no redemption rights, and the certificates 
of each series will be subject to early retirement only under certain specified 
circumstances described in this prospectus and in the related prospectus        
supplement. See "Description of the Certificates--Termination" in this          
prospectus.                                                                     

THE ASSETS OF THE TRUST FUND MAY NOT BE SUFFICIENT TO PAY YOUR CERTIFICATES     

Unless otherwise specified in the related prospectus supplement,      

  o  The certificates of any series and the mortgage assets in the related
       trust fund will not be guaranteed or insured by the depositor or any of
       its affiliates, by any governmental agency or instrumentality or by any
other person or entity; and                                     

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 o  The certificates of any series will not represent a claim against or
security interest in the trust funds for any other series.      

Accordingly, if the related trust fund has insufficient assets to make
payments on a series of offered certificates, no other assets will be available 
to make those payments. Additionally, certain amounts on deposit from time to   
time in certain funds or accounts constituting part of a trust fund may be      
withdrawn under certain conditions, as described in the related prospectus      
supplement, for purposes other than the payment of principal of or interest on  
the related series of certificates. If so provided in the prospectus supplement 
for a series of certificates consisting of one or more classes of subordinate   
certificates, if losses or shortfalls in collections have occurred with respect 
to any distribution date, all or a portion of the amount of these losses or     
shortfalls will be borne first by one or more classes of the subordinate        
certificates, and, thereafter, by the remaining classes of certificates in the  
priority and manner and subject to the limitations specified in the prospectus  
supplement.                                                                     

PREPAYMENTS OF THE MORTGAGE ASSETS WILL AFFECT THE TIMING OF YOUR CASH FLOW AND 
MAY AFFECT YOUR YIELD                                                           

  As a result of, among other things, prepayments on the mortgage loans in
any trust fund, the amount and timing of distributions of principal and/or      
interest on the offered certificates of the related series may be highly        
unpredictable. Prepayments on the mortgage loans in any trust fund will result  
in a faster rate of principal payments on one or more classes of the related    
series of certificates than if payments on those mortgage loans were made as    
scheduled. Thus, the prepayment experience on the mortgage loans in a trust     
fund may affect the average life of one or more classes of offered certificates 
of the related series.                                                          

The rate of principal payments on pools of mortgage loans varies among
pools and from time to time is influenced by a variety of economic,             
demographic, geographic, social, tax, legal and other factors. For example, if  
prevailing interest rates fall significantly below the mortgage interest rates  
of the mortgage loans included in a trust fund, then, subject to, among other   
things, the particular terms of the mortgage loans and the ability of borrowers 
to get new financing, principal prepayments on those mortgage loans are likely  
to be higher than if prevailing interest rates remain at or above the rates on  
those mortgage loans. Conversely, if prevailing interest rates rise             
significantly above the mortgage interest rates of the mortgage loans included  
in a trust fund, then principal prepayments on those mortgage loans are likely  
to be lower than if prevailing interest rates remain at or below the rates on   
those mortgage loans. We cannot assure you as to the actual rate of prepayment  
on the mortgage loans in any trust fund or that the rate of prepayment will     
conform to any model described in this prospectus or in any prospectus          
supplement. As a result, depending on the anticipated rate of prepayment for    
the mortgage loans in any trust fund, the retirement of any class of            
certificates of the related series could occur significantly earlier or later   
than expected.                                                                  

 The extent to which prepayments on the mortgage loans in any trust fund
ultimately affect the average life of your certificates will depend on the      
terms of your certificates.                                                     

    o  A class of certificates that entitles the holders of those certificates
      to a disproportionately large share of the prepayments on the mortgage
loans in the related trust fund increases the "call risk" or the
      likelihood of early retirement of that class if the rate of prepayment
is relatively fast; and                                         

     o  A class of certificates that entitles the holders of the certificates to
   a disproportionately small share of the prepayments on the mortgage
      loans in the related trust fund increases the likelihood of "extension
risk" or an extended average life of that class if the rate of  
prepayment is relatively slow.                                  

As described in the related prospectus supplement, the respective     
entitlements of the various classes of certificate of any series to receive     
payments, especially prepayments, of principal of the mortgage loans in the     
related trust fund may vary based on the occurrence of certain events such      

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as the retirement of one or more classes of certificates of that series, or     
subject to certain contingencies such as the rate of prepayments and defaults   
with respect to those mortgage loans.                                           

  A series of certificates may include one or more controlled amortization
classes, which will entitle you to receive principal distributions according to 
a specified principal payment schedule. Although prepayment risk cannot be      
eliminated entirely for any class of certificates, a controlled amortization    
class will generally provide a relatively stable cash flow so long as the       
actual rate of prepayment on the mortgage loans in the related trust fund       
remains relatively constant at the rate, or within the range of rates, of       
prepayment used to establish the specific principal payment schedule for those  
certificates. Prepayment risk with respect to a given pool of mortgage assets   
does not disappear, however, and the stability afforded to a controlled         
amortization class comes at the expense of one or more companion classes of the 
same series, any of which companion classes may also be a class of offered      
certificates. In general, and as more specifically described in the related     
prospectus supplement, a companion class may entitle you to a                   
disproportionately large share of prepayments on the mortgage loans in the      
related trust fund when the rate of prepayment is relatively fast, or may       
entitle you to a disproportionately small share of prepayments on the mortgage  
loans in the related trust fund when the rate of prepayment is relatively slow. 
As described in the related prospectus supplement, a companion class absorbs    
some (but not all) of the "call risk" and/or "extension risk" that would        
otherwise belong to the related controlled amortization class if all payments   
of principal of the mortgage loans in the related trust fund were allocated on  
a pro rata basis.                                                               

A series of certificates may include one or more classes of offered   
certificates offered at a premium or discount. Yields on those classes of       
certificates will be sensitive, and in some cases extremely sensitive, to       
prepayments on the mortgage loans in the related trust fund. Where the amount   
of interest payable with respect to a class is disproportionately large, as     
compared to the amount of principal, as with certain classes of interest-only   
certificates, you might fail to recover your original investment under some     
prepayment scenarios. The extent to which the yield to maturity of any class of 
offered certificates may vary from the anticipated yield will depend upon the   
degree to which they are purchased at a discount or premium and the amount and  
timing of distributions on those certificates. You should consider, in the case 
of any offered certificate purchased at a discount, the risk that a slower than 
anticipated rate of principal payments on the mortgage loans could result in an 
actual yield that is lower than the anticipated yield and, in the case of any   
offered certificate purchased at a premium, the risk that a faster than         
anticipated rate of principal payments could result in an actual yield that is  
lower than the anticipated yield. See "Yield and Maturity Considerations" in    
this prospectus.                                                                

RATINGS DO NOT GUARANTEE PAYMENT AND DO NOT ADDRESS PREPAYMENT RISKS            

   Any rating assigned to a class of offered certificates by a rating agency
will only reflect its assessment of the probability that you will receive       
payments to which you are entitled. This rating will not constitute an          
assessment of the probability that:                                             

o  principal prepayments on the related mortgage loans will be made;  

   o  the degree to which the rate of prepayments might differ from the rate
of prepayments that was originally anticipated; or              

    o  the likelihood of early optional termination of the related trust fund.

  Furthermore, the rating will not address the possibility that prepayment
of the related mortgage loans at a higher or lower rate than you anticipated    
may cause you to experience a lower than anticipated yield or that if you       
purchase a certificate at a significant premium you might fail to recover your  
initial investment under certain prepayment scenarios.                          

The amount, type and nature of credit support, if any, provided with  
respect to a series of certificates will be determined on the basis of criteria 
established by each rating agency rating classes of the certificates of that    
series. These criteria are sometimes based upon analysis of the                 

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behavior of mortgage loans in a larger group. However, we cannot assure you     
that the historical data supporting that analysis will accurately reflect       
future experience, or that the data derived from a large pool of mortgage loans 
will accurately predict the delinquency, foreclosure or loss experience of any  
particular pool of mortgage loans. In other cases, the criteria may be based    
upon determinations of the values of the mortgaged properties that provide      
security for the mortgage loans in the related trust fund. However, we cannot   
assure you that those values will not decline in the future. See "Description   
of Credit Support" and "Rating" in this prospectus.                             

COMMERCIAL AND MULTIFAMILY MORTGAGE LOANS HAVE RISKS THAT MAY AFFECT PAYMENTS   
ON YOUR CERTIFICATES                                                            

 A description of risks associated with investments in mortgage loans is
included under "Certain Legal Aspects of Mortgage Loans" in this prospectus.    
Commercial and multifamily lending generally exposes the lender to a greater    
risk of loss than one- to-four-family residential lending. Commercial and       
multifamily lending typically involves larger loans to single borrowers or      
groups of related borrowers than residential one-to four-family mortgage loans. 
Further, the repayment of loans secured by income producing properties is       
typically dependent upon the successful operation of the related real estate    
project. If the cash flow from the project is reduced (for example, if leases   
are not obtained or renewed), the borrower's ability to repay the loan may be   
impaired. Commercial and multifamily real estate can be affected significantly  
by the supply and demand in the market for the type of property securing the    
loan and, therefore, may be subject to adverse economic conditions. Market      
values may vary as a result of economic events or governmental regulations      
outside the control of the borrower or lender that impact the cash flow of the  
property. For example, some laws, such as the Americans with Disabilities Act,  
may require modifications to properties, and rent control laws may limit rent   
collections in the case of multifamily properties. A number of the mortgage     
loans may be secured by liens on owner-occupied mortgaged properties or on      
mortgaged properties leased to a single tenant or a small number of significant 
tenants. Accordingly, a decline in the financial condition of the borrower or a 
significant tenant, as applicable, may have a disproportionately greater effect 
on the net operating income from those mortgaged properties than would be the   
case with respect to mortgaged properties with multiple tenants.                

    Furthermore, the value of any mortgaged property may be adversely affected
by risks generally incident to interests in real property, including:           

     o  Changes in general or local economic conditions and/or specific industry
segments;                                                       

o  Declines in real estate values;                                    

o  Declines in rental or occupancy rates;                             

   o  Increases in interest rates, real estate tax rates and other operating
expenses;                                                       

o  Changes in governmental rules, regulations and fiscal policies,    
including environmental legislation;                            

o  Acts of God; and                                                   

o  Other factors beyond the control of a master servicer or special   
servicer.                                                       

    The type and use of a particular mortgaged property may present additional
risk. For instance:                                                             

 o  Mortgaged properties that operate as hospitals and nursing homes may
    present special risks to lenders due to the significant governmental
    regulation of the ownership, operation, maintenance and financing of
health care institutions.                                       

 o  Hotel and motel properties are often operated pursuant to franchise,
management or operating agreements that may be terminable by the
  franchisor or operator. Moreover, the transferability of a hotel's
  operating, liquor and other licenses upon a transfer of the hotel,
whether through purchase or foreclosure, is subject to local law
requirements.                                                   

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 o  The ability of a borrower to repay a mortgage loan secured by shares
     allocable to one or more cooperative dwelling units may depend on the
   ability of the dwelling units to generate sufficient rental income,
    which may be subject to rent control or stabilization laws, to cover
   both debt service on the loan as well as maintenance charges to the
      cooperative. Further, a mortgage loan secured by cooperative shares is
 subordinate to the mortgage, if any, on the cooperative apartment
building.                                                       

The economic performance of mortgage loans that are secured by full   
service hotels, limited service hotels, hotels associated with national         
franchise chains, hotels associated with regional franchise chains and hotels   
that are not affiliated with any franchise chain but may have their own brand   
identity, are affected by various factors, including:                           

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

o  Construction of competing hotels or resorts;                       

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

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

   o  Changes in travel patterns caused by changes in access, energy prices,
        strikes, relocation of highways, the construction of additional highways
or other factors.                                               

Additionally, the hotel and lodging industry is generally seasonal in 
nature and this seasonality can be expected to cause periodic fluctuations in   
room and other revenues, occupancy levels, room rates and operating expenses.   
The demand for particular accommodations may also be affected by changes in     
travel patterns caused by changes in energy prices, strikes, relocation of      
highways, the construction of additional highways and other factors.            

  The viability of any hotel property that is the franchisee of a national
or regional chain depends in part on the continued existence and financial      
strength of the franchisor, the public perception of the franchise service mark 
and the duration of the franchise licensing agreements. The transferability of  
franchise license agreements may be restricted and, in the event of a           
foreclosure on that hotel property, the property would not have the right to    
use the franchise license without the franchisor's consent. Conversely, a       
lender may be unable to remove a franchisor that it desires to replace          
following a foreclosure. Further, in the event of a foreclosure on a hotel      
property, it is unlikely that the trustee (or servicer or special servicer) or  
purchaser of that hotel property would be entitled to the rights under any      
existing liquor license for that hotel property. It is more likely that those   
persons would have to apply for new licenses. We cannot assure you that a new   
license could be obtained or that it could be obtained promptly.                

    Other multifamily properties, hotels, retail properties, office buildings,
mobile home parks, nursing homes and self-storage facilities located in the     
areas of the mortgaged properties compete with the mortgaged properties to      
attract residents and customers. The leasing of real estate is highly           
competitive. The principal means of competition are price, location and the     
nature and condition of the facility to be leased. A borrower under a mortgage  
loan competes with all lessors and developers of comparable types of real       
estate in the area in which the mortgaged property is located. Those lessors or 
developers could have lower rentals, lower operating costs, more favorable      
locations or better facilities. While a borrower under a mortgage loan may      
renovate, refurbish or expand the mortgaged property to maintain it and remain  
competitive, that renovation, refurbishment or expansion may itself entail      
significant risk. Increased competition could adversely affect income from and  
market value of the mortgaged properties. In addition, the business conducted   
at each mortgaged property may face competition from other industries and       
industry segments.                                                              

  It is anticipated that some or all of the mortgage loans included in any
trust fund will be nonrecourse loans or loans for which recourse may be         
restricted or unenforceable. As to that                                         

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mortgage loan, recourse in the event of borrower default will be limited to the 
specific real property and other assets, if any, that were pledged to secure    
the mortgage loan. However, even with respect to those mortgage loans that      
provide for recourse against the borrower and its assets generally, we cannot   
assure you that enforcement of those recourse provisions will be practicable,   
or that the assets of the borrower will be sufficient to permit a recovery in   
respect of a defaulted mortgage loan in excess of the liquidation value of the  
related mortgaged property. See "Certain Legal Aspects of Mortgage              
Loans--Foreclosure" in this prospectus.                                         

Further, the concentration of default, foreclosure and loss risks in  
individual mortgage loans in a particular trust fund will generally be greater  
than for pools of single-family loans because mortgage loans in a trust fund    
will generally consist of a smaller number of higher balance loans than would a 
pool of single-family loans of comparable aggregate unpaid principal balance.   

BORROWERS MAY BE UNABLE TO MAKE BALLOON PAYMENTS                                

Certain of the mortgage loans included in a trust fund may be         
non-amortizing or only partially amortizing over their terms to maturity and,   
thus, will require substantial principal payments (that is, balloon payments)   
at their stated maturity. Mortgage loans of this type involve a greater degree  
of risk than self-amortizing loans because the ability of a borrower to make a  
balloon payment typically will depend upon its ability either to refinance the  
loan or to sell the related mortgaged property. The ability of a borrower to    
accomplish either of these goals will be affected by:                           

o  The value of the related mortgaged property;                       

  o  The level of available mortgage interest rates at the time of sale or
refinancing;                                                    

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

  o  The financial condition and operating history of the borrower and the
related mortgaged property;                                     

o  Tax laws and rent control laws, with respect to certain residential
properties;                                                     

     o  Medicaid and Medicare reimbursement rates, with respect to hospitals and
nursing homes;                                                  

o  Prevailing general economic conditions; and                        

o  The availability of credit for loans secured by multifamily or     
commercial real properties generally.                           

Neither the depositor nor any of its affiliates will be required to   
refinance any mortgage loan.                                                    

   If described in this prospectus and in the related prospectus supplement,
to maximize recoveries on defaulted mortgage loans, the master servicer or a    
special servicer may, within prescribed limits, extend and modify mortgage      
loans that are in default or as to which a payment default is reasonably        
foreseeable. While a master servicer or a special servicer generally will be    
required to determine that any extension or modification is reasonably likely   
to produce a greater recovery, taking into account the time value of money,     
than liquidation, we cannot assure you that any extension or modification will  
in fact increase the present value of receipts from or proceeds of the affected 
mortgage loans.                                                                 

CREDIT SUPPORT MAY NOT COVER LOSSES                                             

  The prospectus supplement for a series of certificates will describe any
credit support provided for those certificates. Any use of credit support will  
be subject to the conditions and limitations described in this prospectus and   
in the related prospectus supplement, and may not cover all potential losses or 
risks. For example, it may or may not cover fraud or negligence by a mortgage   
loan originator or other parties.                                               

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 A series of certificates may include one or more classes of subordinate
certificates, if so provided in the related prospectus supplement. Although     
subordination is intended to reduce the risk to holders of senior certificates  
of delinquent distributions or ultimate losses, the amount of subordination     
will be limited and may decline under certain circumstances described in the    
related prospectus supplement. In addition, if principal payments on one or     
more classes of certificates of a series are made in a specified order of       
priority, any limits with respect to the aggregate amount of claims under any   
related credit support may be exhausted before the principal of the later paid  
classes of certificates of that series has been repaid in full. As a result,    
the impact of losses and shortfalls experienced with respect to the mortgage    
assets may fall primarily upon those subordinate classes of certificates.       
Moreover, if a form of credit support covers more than one series of            
certificates, holders of certificates of one series will be subject to the risk 
that the credit support will be exhausted by the claims of the holders of       
certificates of one or more other series.                                       

    The amount of any applicable credit support supporting one or more classes
of offered certificates, including the subordination of one or more classes of  
certificates, will be determined on the basis of criteria established by each   
rating agency rating those classes of certificates. Such criteria will be based 
on an assumed level of defaults, delinquencies and losses on the underlying     
mortgage assets and certain other factors. However, we cannot assure you that   
the default, delinquency or loss experience on the related mortgage assets will 
not exceed the assumed levels. See "--Ratings Do Not Guarantee Payment and Do   
Not Address Prepayment Risk," "Description of the Certificates" and             
"Description of Credit Support" in this prospectus.                             

ASSIGNMENT OF LEASES AND RENTS MAY BE LIMITED BY STATE LAW                      

Each mortgage loan included in any trust fund secured by mortgaged    
property that is subject to leases typically will be secured by an assignment   
of leases and rents pursuant to which the borrower assigns to the lender its    
right, title and interest as landlord under the leases of the related mortgaged 
property, and the income derived from those leases, as further security for the 
related mortgage loan, while retaining a license to collect rents for so long   
as there is no default. If the borrower defaults, the license terminates and    
the lender is entitled to collect rents. Some state laws may require that the   
lender take possession of the mortgaged property and obtain a judicial          
appointment of a receiver before becoming entitled to collect the rents. In     
addition, if bankruptcy or similar proceedings are commenced by or in respect   
of the borrower, the lender's ability to collect the rents may be adversely     
affected. See "Certain Legal Aspects of Mortgage Loans--Leases and Rents" in    
this prospectus.                                                                

FAILURE TO COMPLY WITH ENVIRONMENTAL LAW MAY RESULT IN ADDITIONAL LOSSES        

 Under federal law and the laws of certain states, contamination of real
property may give rise to a lien on the property to assure or reimburse the     
costs of cleanup. In several states, that lien has priority over an existing    
mortgage lien on that property. In addition, under various federal, state and   
local laws, ordinances and regulations, an owner or operator of real estate may 
be liable for the costs of removal or remediation of hazardous substances or    
toxic substances on, in or beneath the property. This liability may be imposed  
without regard to whether the owner knew of, or was responsible for, the        
presence of those hazardous or toxic substances. The costs of any required      
remediation and the owner or operator's liability for them as to any property   
are generally not limited under these laws, ordinances and regulations and      
could exceed the value of the mortgaged property and the aggregate assets of    
the owner or operator. In addition, as to the owners or operators of mortgaged  
properties that generate hazardous substances that are disposed of at           
"off-site" locations, the owners or operators may be held strictly, jointly and 
severally liable if there are releases or threatened releases of hazardous      
substances at the off-site locations where that person's hazardous substances   
were disposed.                                                                  

Under some environmental laws, such as the federal Comprehensive      
Environmental Response, Compensation, and Liability Act of 1980, as amended, as 
well as some state laws, a                                                      

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secured lender (such as the trust) may be liable as an "owner" or "operator"    
for the costs of dealing with hazardous substances affecting a borrower's or    
neighboring property, if agents or employees of the lender have participated in 
the management of the borrower's property. This liability could exist even if a 
previous owner caused the environmental damage. The trust's potential exposure  
to liability for cleanup costs may increase if the trust actually takes         
possession of a borrower's property, or control of its day-to-day operations,   
as for example through the appointment of a receiver. See "Certain Legal        
Aspects of the Mortgage Loans--Environmental Risks" in this prospectus.         

HAZARD INSURANCE MAY BE INSUFFICIENT TO COVER ALL LOSSES ON MORTGAGED PROPERTIES

    Unless otherwise specified in a prospectus supplement, the master servicer
for the related trust fund will be required to cause the borrower on each       
mortgage loan in that trust fund to maintain the insurance coverage in respect  
of the related mortgaged property required under the related mortgage,          
including hazard insurance. The master servicer may satisfy its obligation to   
cause hazard insurance to be maintained with respect to any mortgaged property  
through acquisition of a blanket policy.                                        

POOR PROPERTY MANAGEMENT MAY ADVERSELY AFFECT THE PERFORMANCE OF THE RELATED    
MORTGAGED PROPERTY                                                              

 The successful operation of a real estate project also depends upon the
performance and viability of the property manager. Properties deriving revenues 
primarily from short-term sources generally are more management intensive than  
properties leased to creditworthy tenants under long-term leases. The property  
manager is generally responsible for:                                           

o  operating the properties;                                          

o  providing building services;                                       

o  establishing and implementing the rental structure;                

o  managing operating expenses;                                       

o  responding to changes in the local market; and                     

o  advising the mortgagor with respect to maintenance and capital     
improvements.                                                   

Property managers may not be in a financial condition to fulfill their
management responsibilities.                                                    

Certain of the mortgaged properties are managed by affiliates of the  
applicable mortgagor. If a mortgage loan is in default or undergoing special    
servicing, such relationship could disrupt the management of the underlying     
property. This may adversely affect cash flow. However, the mortgage loans      
generally permit the lender to remove the property manager upon the occurrence  
of an event of default, a decline in cash flow below a specified level or the   
failure to satisfy some other specified performance trigger.                    

ONE ACTION JURISDICTION MAY LIMIT THE ABILITY OF THE SERVICER TO FORECLOSE ON A 
MORTGAGED PROPERTY                                                              

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

   In the case of a mortgage loan secured by mortgaged properties located in
multiple states, the special servicer may be required to foreclose first on     
properties located in states where such "one action" rules apply (and where     
non-judicial foreclosure is permitted) before foreclosing on properties located 
in states where judicial foreclosure is the only permitted method of            
foreclosure.                                                                    

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RIGHTS AGAINST TENANTS MAY BE LIMITED IF LEASES ARE NOT SUBORDINATE TO MORTGAGE 
OR DO NOT CONTAIN ATTORNMENT PROVISIONS                                         

 Some of the tenant leases contain provisions that require the tenant to
attorn to (that is, recognize as landlord under the lease) a successor owner of 
the property following foreclosure. Some of the leases may be either            
subordinate to the liens created by the mortgage loans or else contain a        
provision that requires the tenant to subordinate the lease if the mortgagee    
agrees to enter into a non-disturbance agreement. In some states, if tenant     
leases are subordinate to the liens created by the mortgage loans and such      
leases do not contain attornment provisions, such leases may terminate upon the 
transfer of the property to a foreclosing lender or purchaser at foreclosure.   
Accordingly, in the case of the foreclosure of a mortgaged property located in  
such a state and leased to one or more desirable tenants under leases that do   
not contain attornment provisions, such mortgaged property could experience a   
further decline in value if such tenants' leases were terminated (e.g., if such 
tenants were paying above-market rents).                                        

 If a mortgage is subordinate to a lease, the lender will not (unless it
has otherwise agreed with the tenant) possess the right to dispossess the       
tenant upon foreclosure of the property, and if the lease contains provisions   
inconsistent with the mortgage (e.g., provisions relating to application of     
insurance proceeds or condemnation awards), the provisions of the lease will    
take precedence over the provisions of the mortgage.                            

IF MORTGAGED PROPERTIES ARE NOT IN COMPLIANCE WITH CURRENT ZONING LAWS          
RESTORATION FOLLOWING A CASUALTY LOSS MAY BE LIMITED                            

Due to changes in applicable building and zoning ordinances and codes 
which have come into effect after the construction of improvements on certain   
of the mortgaged properties, some improvements may not comply fully with        
current zoning laws (including density, use, parking and set-back requirements) 
but qualify as permitted non-conforming uses. Such changes may limit the        
ability of the related mortgagor to rebuild the premises "as is" in the event   
of a substantial casualty loss. Such limitations may adversely affect the       
ability of the mortgagor to meet its mortgage loan obligations from cash flow.  
Insurance proceeds may not be sufficient to pay off such mortgage loan in full. 
In addition, if the mortgaged property were to be repaired or restored in       
conformity with then current law, its value could be less than the remaining    
balance on the mortgage loan and it may produce less revenue than before such   
repair or restoration.                                                          

INSPECTIONS OF THE MORTGAGED PROPERTIES WILL BE LIMITED                         

    The mortgaged properties will generally be inspected by licensed engineers
at the time the mortgage loans will be originated to assess the structure,      
exterior walls, roofing interior construction, mechanical and electrical        
systems and general condition of the site, buildings and other improvements     
located on the mortgaged properties. There can be no assurance that all         
conditions requiring repair or replacement will be identified in such           
inspections.                                                                    

COMPLIANCE WITH AMERICANS WITH DISABILITIES ACT MAY RESULT IN ADDITIONAL LOSSES 

Under the Americans with Disabilities Act of 1990, all public         
accommodations are required to meet certain federal requirements related to     
access and use by disabled persons. To the extent the mortgaged properties do   
not comply with the act, the mortgagors may be required to incur costs to       
comply with the act. In addition, noncompliance could result in the imposition  
of fines by the federal government or an award of damages to private litigants. 

LITIGATION CONCERNS                                                             

   There may be legal proceedings pending and, from time to time, threatened
against the mortgagors or their affiliates relating to the business of or       
arising out of the ordinary course of business of the mortgagors and their      
affiliates. There can be no assurance that such litigation will not have a      
material adverse effect on the distributions to certificateholders.             

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PROPERTY INSURANCE                                                              

   In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements of the property by:       

o  fire;                                                              

o  lightning;                                                         

o  explosion;                                                         

o  smoke;                                                             

o  windstorm and hail; and                                            

o  riot, strike and civil commotion.                                  

 Each subject to the conditions and exclusions specified in each policy.

The policies covering the mortgaged properties will be underwritten by
different insurers under different state laws, and therefore will not contain   
identical terms and conditions. However, most policies do not typically cover   
any physical damage resulting from war, revolution, governmental actions,       
floods and other water-related causes, earth movement, including earthquakes,   
landslides and mudflows, wet or dry rot, vermin, domestic animals and certain   
other kinds of risks. Unless the related mortgage specifically requires the     
mortgagor to insure against physical damage arising from those causes, those    
losses may be borne, at least in part, by the holders of one or more classes of 
offered certificates of the related series, to the extent they are not covered  
by any available credit support. See "Description of the Pooling                
Agreements--Hazard Insurance Policies" in this prospectus.                      

SOME CERTIFICATES MAY NOT BE APPROPRIATE FOR BENEFIT PLANS                      

    Generally, ERISA applies to investments made by employee benefit plans and
transactions involving the assets of those plans. Even if ERISA does not apply, 
similar prohibited transaction rules may apply under Section 4975 of the        
Internal Revenue Code or materially similar federal, state or local laws. Due   
to the complexity of regulations that govern those plans, if you are subject to 
ERISA or Section 4975 of the Internal Revenue Code or to any materially similar 
federal, state or local law, you are urged to consult your own counsel          
regarding consequences under ERISA, the Internal Revenue Code or such other     
similar law of acquisition, ownership and disposition of the offered            
certificates of any series. See "Certain ERISA Considerations" in this          
prospectus.                                                                     

CERTAIN FEDERAL TAX CONSIDERATIONS REGARDING RESIDUAL CERTIFICATES              

If you hold certain classes of certificates that constitute a residual
interest in a "real estate mortgage investment conduit" for federal income tax  
purposes, you will be required to report on your federal income tax returns as  
ordinary income your pro rata share of the taxable income of the REMIC,         
regardless of the amount or timing of your receipt of cash payments, as         
described in "Certain Federal Income Tax Consequences--Federal Income Tax       
Consequences for REMIC Certificates" in this prospectus. Accordingly, under     
certain circumstances, if you hold residual certificates you may have taxable   
income and tax liabilities arising from your investment during a taxable year   
in excess of the cash received during that period. The requirement to report    
your pro rata share of the taxable income and net loss of the REMIC will        
continue until the principal balances of all classes of certificates of the     
related series have been reduced to zero, even though you, as a holder of       
residual certificates, have received full payment of your stated interest and   
principal. A portion, or, in certain circumstances, all, of your share of the   
REMIC taxable income may be treated as "excess inclusion" income to you, which: 

o  generally, will not be subject to offset by losses from other      
activities;                                                     

  o  if you are a tax-exempt holder, will be treated as unrelated business
taxable income; and                                             

o  if you are a foreign holder, will not qualify for exemption from   
withholding tax.                                                

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 If you are an individual and you hold a class of residual certificates,
you may be limited in your ability to deduct servicing fees and other expenses  
of the REMIC. In addition, classes of residual certificates are subject to      
certain restrictions on transfer. Because of the special tax treatment of       
classes of residual certificates, the taxable income arising in a given year on 
a class of residual certificates will not be equal to the taxable income        
associated with investment in a corporate bond or stripped instrument having    
similar cash flow characteristics and pre-tax yield. As a result, the after-tax 
yield on the classes of residual certificates may be significantly less than    
that of a corporate bond or stripped instrument having similar cash flow        
characteristics.                                                                

CERTAIN FEDERAL TAX CONSIDERATIONS REGARDING ORIGINAL ISSUE DISCOUNT            

  Certain classes of certificates of a series may be issued with "original
issue discount" for federal income tax purposes, which generally will result in 
recognition of some taxable income in advance of the receipt of cash            
attributable to that income. See "Certain Federal Income Tax                    
Consequences--Federal Income Tax Consequences for REMIC Certificates--Taxation  
of Regular Certificates" in this prospectus.                                    

BANKRUPTCY PROCEEDINGS COULD ADVERSELY AFFECT PAYMENTS ON YOUR CERTIFICATES     

   Under the federal bankruptcy code, the filing of a petition in bankruptcy
by or against a borrower will stay the sale of the mortgaged property owned by  
that borrower, as well as the commencement or continuation of a foreclosure     
action. In addition, even if a court determines that the value of the mortgaged 
property is less than the principal balance of the mortgage loan it secures,    
the court may prevent a lender from foreclosing on the mortgaged property,      
subject to certain protections available to the lender. As part of a            
restructuring plan, a court also may reduce the amount of secured indebtedness  
to the then-current value of the mortgaged property. This action would make the 
lender a general unsecured creditor for the difference between the then-current 
value and the amount of its outstanding mortgage indebtedness.                  

A bankruptcy court also may:                                          

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

o  reduce monthly payments due under a mortgage loan;                 

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

o  otherwise alter the mortgage loan's repayment schedule.            

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

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

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

BOOK-ENTRY SYSTEM FOR CERTAIN CLASSES MAY DECREASE LIQUIDITY AND DELAY PAYMENT  

  If so provided in the related prospectus supplement, one or more classes
of the offered certificates of any series will be issued as book-entry          
certificates. Each class of book-entry                                          

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certificates will be initially represented by one or more certificates          
registered in the name of a nominee for The Depository Trust Company, or DTC.   
Since transactions in the classes of book-entry certificates of any series      
generally can be effected only through The Depository Trust Company, and its    
participating organizations:                                                    

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

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

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

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

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

DELINQUENT AND NON-PERFORMING MORTGAGE LOANS COULD ADVERSELY AFFECT PAYMENTS ON 
YOUR CERTIFICATES                                                               

   If so provided in the related prospectus supplement, the trust fund for a
particular series of certificates may include mortgage loans that are past due. 
In no event will the mortgage loans that are past due comprise 20 percent or    
more of the trust fund at the time the mortgage loans are transferred to the    
trust fund. None of the mortgage loans will be non-performing (i.e., more than  
90 days delinquent or in foreclosure) at the time the mortgage loans are        
transferred by the Depositor to a trust fund for a series. If so specified in   
the related prospectus supplement, a special servicer may perform the servicing 
of delinquent mortgage loans or mortgage loans that become non-performing after 
the time they are transferred to a trust fund. Credit support provided with     
respect to a particular series of certificates may not cover all losses related 
to those delinquent or non-performing mortgage loans. You should consider the   
risk that the inclusion of those mortgage loans in the trust fund may adversely 
affect the rate of defaults and prepayments on the mortgage assets in the trust 
fund and the yield on your certificates of that series. See "Description of the 
Trust Funds--Mortgage Loans--General" in this prospectus.                       

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DESCRIPTION OF THE TRUST FUNDS  

GENERAL                                                                         

The primary assets of each trust fund will consist of:                

1. various types of multifamily or commercial mortgage loans,         

2. mortgage participations, pass-through certificates or other        
mortgage-backed securities ("MBS") that evidence interests in, or that are      
secured by pledges of, one or more of various types of multifamily or           
commercial mortgage loans, or                                                   

3. a combination of mortgage loans and MBS.                           

  J.P. Morgan Chase Commercial Mortgage Securities Corp. (the "Depositor")
will establish each trust fund. Each mortgage asset will be selected by the     
Depositor for inclusion in a trust fund from among those purchased, either      
directly or indirectly, from a prior holder of the mortgage asset (a "Mortgage  
Asset Seller"), which prior holder may or may not be the originator of that     
mortgage loan or the issuer of that MBS and may be our affiliate. The mortgage  
assets will not be guaranteed or insured by the Depositor or any of its         
affiliates or, unless otherwise provided in the related prospectus supplement,  
by any governmental agency or instrumentality or by any other person. The       
discussion under the heading "--Mortgage Loans" below, unless otherwise noted,  
applies equally to mortgage loans underlying any MBS included in a particular   
trust fund.                                                                     

MORTGAGE LOANS                                                                  

General. The mortgage loans will be evidenced by promissory notes (the
"Mortgage Notes") secured by mortgages, deeds of trust or similar security      
instruments (the "Mortgages") that create liens on fee or leasehold estates in  
properties (the "Mortgaged Properties") consisting of                           

o  Residential properties consisting of five or more rental or        
   cooperatively-owned dwelling units in high-rise, mid-rise or garden
apartment buildings or other residential structures; or         

  o  Office buildings, retail stores and establishments, hotels or motels,
     nursing homes, assisted living facilities, continuum care facilities,
day care centers, schools, hospitals or other healthcare related
   facilities, mobile home parks, warehouse facilities, mini-warehouse
facilities, self-storage facilities, distribution centers,      
transportation centers, industrial plants, parking facilities,  
       entertainment and/or recreation facilities, mixed use properties and/or
unimproved land.                                                

 The multifamily properties may include mixed commercial and residential
structures, apartment buildings owned by private cooperative housing            
corporations ("Cooperatives"), and shares of the Cooperative allocable to one   
or more dwelling units occupied by non-owner tenants or to vacant units. Each   
Mortgage will create a first priority or junior priority mortgage lien on a     
borrower's fee estate in a Mortgaged Property. If a Mortgage creates a lien on  
a borrower's leasehold estate in a property, then, unless otherwise specified   
in the related prospectus supplement, the term of that leasehold will exceed    
the term of the Mortgage Note by at least two years. Unless otherwise specified 
in the related prospectus supplement, a person other than the Depositor will    
have originated each mortgage loan, and the originator may be or may have been  
an affiliate of the Depositor.                                                  

   If so specified in the related prospectus supplement, mortgage assets for
a series of certificates may include mortgage loans made on the security of     
real estate projects under construction. In that case, the related prospectus   
supplement will describe the procedures and timing for making disbursements     
from construction reserve funds as portions of the related real estate project  
are completed. In addition, the mortgage assets for a particular series of      

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certificates may include mortgage loans that are delinquent or non-performing   
as of the date those certificates are issued. In that case, the related         
prospectus supplement will set forth, as to those mortgage loans, available     
information as to the period of the delinquency or non-performance of those     
loans, any forbearance arrangement then in effect, the condition of the related 
Mortgaged Property and the ability of the Mortgaged Property to generate income 
to service the mortgage debt.                                                   

Default and Loss Considerations with Respect to the Mortgage Loans.   
Mortgage loans secured by liens on income-producing properties are substantially
different from loans made on the security of owner-occupied single-family homes.
The repayment of a loan secured by a lien on an income-producing property is    
typically dependent upon the successful operation of that property (that is, its
ability to generate income). Moreover, some or all of the mortgage loans        
included in a particular trust fund may be non-recourse loans, which means that,
absent special facts, recourse in the case of default will be limited to the    
Mortgaged Property and those other assets, if any, that were pledged to secure  
repayment of the mortgage loan.                                                 

Lenders typically look to the Debt Service Coverage Ratio of a loan   
secured by income-producing property as an important factor in evaluating the   
risk of default on that loan. Unless otherwise defined in the related           
prospectus supplement, the "Debt Service Coverage Ratio" of a mortgage loan at  
any given time is the ratio of (1) the Net Operating Income derived from the    
related Mortgaged Property for a twelve-month period to (2) the annualized      
scheduled payments on the mortgage loan and any other loans senior thereto that 
are secured by the related Mortgaged Property. Unless otherwise defined in the  
related prospectus supplement, "Net Operating Income" means, for any given      
period, the total operating revenues derived from a Mortgaged Property during   
that period, minus the total operating expenses incurred in respect of that     
Mortgaged Property during that period other than:                               

o  non-cash items such as depreciation and amortization,              

o  capital expenditures, and                                          

     o  debt service on the related mortgage loan or on any other loans that are
secured by that Mortgaged Property.                             

   The Net Operating Income of a Mortgaged Property will fluctuate over time
and may or may not be sufficient to cover debt service on the related mortgage  
loan at any given time. As the primary source of the operating revenues of a    
non-owner occupied, income-producing property, rental income (and, with respect 
to a mortgage loan secured by a Cooperative apartment building, maintenance     
payments from tenant-stockholders of a Cooperative) may be affected by the      
condition of the applicable real estate market and/or area economy. In          
addition, properties typically leased, occupied or used on a short-term basis,  
such as certain healthcare-related facilities, hotels and motels, and           
mini-warehouse and self-storage facilities, tend to be affected more rapidly by 
changes in market or business conditions than do properties typically leased    
for longer periods, such as warehouses, retail stores, office buildings and     
industrial plants. Commercial properties may be owner-occupied or leased to a   
small number of tenants. Thus, the Net Operating Income of a commercial         
property may depend substantially on the financial condition of the borrower or 
a tenant, and mortgage loans secured by liens on those properties may pose      
greater risks than loans secured by liens on multifamily properties or on       
multi-tenant commercial properties.                                             

Increases in operating expenses due to the general economic climate or
economic conditions in a locality or industry segment, such as increases in     
interest rates, real estate tax rates, energy costs, labor costs and other      
operating expenses, and/or to changes in governmental rules, regulations and    
fiscal policies, may also affect the risk of default on a mortgage loan. As may 
be further described in the related prospectus supplement, in some cases leases 
of Mortgaged Properties may provide that the lessee, rather than the            
borrower/landlord, is responsible for payment of operating expenses ("Net       
Leases"). However, the existence of these "net of expense"                      

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provisions will result in stable Net Operating Income to the borrower/landlord  
only to the extent that the lessee is able to absorb operating expense          
increases while continuing to make rent payments.                               

Lenders also look to the Loan-to-Value Ratio of a mortgage loan as a  
factor in evaluating risk of loss if a property must be liquidated following a  
default. Unless otherwise defined in the related prospectus supplement, the     
"Loan-to-Value Ratio" of a mortgage loan at any given time is the ratio         
(expressed as a percentage) of                                                  

o  the then outstanding principal balance of the mortgage loan and any
    other loans senior thereto that are secured by the related Mortgaged
Property to                                                     

o  the Value of the related Mortgaged Property.                       

The "Value" of a Mortgaged Property is generally its fair market value
determined in an appraisal obtained by the originator at the origination of     
that loan. The lower the Loan-to-Value Ratio, the greater the percentage of the 
borrower's equity in a Mortgaged Property, and thus                             

     (a) the greater the incentive of the borrower to perform under the terms of
 the related mortgage loan (in order to protect its equity); and

(b) the greater the cushion provided to the lender against loss on    
liquidation following a default.                              

  Loan-to-Value Ratios will not necessarily constitute an accurate measure
of the risk of liquidation loss in a pool of mortgage loans. For example, the   
value of a Mortgaged Property as of the date of initial issuance of the related 
series of certificates may be less than the Value determined at loan            
origination, and will likely continue to fluctuate from time to time based upon 
changes in economic conditions, the real estate market and other factors        
described in this prospectus. Moreover, even when current, an appraisal is not  
necessarily a reliable estimate of value. Appraised values of income-producing  
properties are generally based on:                                              

o  the market comparison method (which compares recent resale value of
comparable properties at the date of the appraisal),            

   o  the cost replacement method which calculates the cost of replacing the
property at that date,                                          

 o  the income capitalization method which projects value based upon the
property's projected net cash flow, or                          

    o  upon a selection from or interpolation of the values derived from those
methods.                                                        

    Each of these appraisal methods can present analytical difficulties. It is
often difficult to find truly comparable properties that have recently been     
sold; the replacement cost of a property may have little to do with its current 
market value; and income capitalization is inherently based on inexact          
projections of income and expense and the selection of an appropriate           
capitalization rate and discount rate. Where more than one of these appraisal   
methods are used and provide significantly different results, an accurate       
determination of value and, correspondingly, a reliable analysis of default and 
loss risks, is even more difficult.                                             

  While we believe that the foregoing considerations are important factors
that generally distinguish loans secured by liens on income-producing real      
estate from single-family mortgage loans, we cannot assure you that all of      
these factors will in fact have been prudently considered by the originators of 
the mortgage loans, or that, for a particular mortgage loan, they are complete  
or relevant. See "Risk Factors--Commercial and Multifamily Mortgage Loans Have  
Risks that May Affect Payments on Your Certificates" and "--Borrowers May Be    
Unable to Make Balloon Payments" in this prospectus.                            

   Payment Provisions of the Mortgage Loans. In general, each mortgage loan:

   o  will provide for scheduled payments of principal, interest or both, to
       be made on specified dates ("Due Dates") that occur monthly, quarterly,
semi-annually or annually,                                      

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    o  may provide for no accrual of interest or for accrual of interest at an
      interest rate that is fixed over its term or that adjusts from time to
 time, or that may be converted at the borrower's election from an
     adjustable to a fixed interest rate, or from a fixed to an adjustable
interest rate,                                                  

   o  may provide for level payments to maturity or for payments that adjust
   from time to time to accommodate changes in the interest rate or to
 reflect the occurrence of certain events, and may permit negative
amortization,                                                   

    o  may be fully amortizing or partially amortizing or non-amortizing, with
a balloon payment due on its stated maturity date, and          

o  may prohibit over its term or for a certain period prepayments (the
period of that prohibition, a "Lock-out Period" and its date of 
       expiration, a "Lock-out Date") and/or require payment of a premium or a
     yield maintenance penalty (a "Prepayment Premium") in connection with
        certain prepayments, in each case as described in the related prospectus
supplement.                                                     

    A mortgage loan may also contain a provision that entitles the lender to a
share of appreciation of the related Mortgaged Property, or profits realized    
from the operation or disposition of that Mortgaged Property or the benefit, if 
any, resulting from the refinancing of the mortgage loan (this provision, an    
"Equity Participation"), as described in the related prospectus supplement. If  
holders of any class or classes of offered certificates of a series will be     
entitled to all or a portion of an Equity Participation in addition to payments 
of interest on and/or principal of those offered certificates, the related      
prospectus supplement will describe the Equity Participation and the method or  
methods by which distributions will be made to holders of those certificates.   

Mortgage Loan Information in Prospectus Supplements. Each prospectus  
supplement will contain certain information pertaining to the mortgage loans in 
the related trust fund, which will generally be current as of a date specified  
in the related prospectus supplement and which, to the extent then applicable   
and specifically known to the Depositor, will include the following:            

  o  the aggregate outstanding principal balance and the largest, smallest
and average outstanding principal balance of the mortgage loans,

     o  the type or types of property that provide security for repayment of the
mortgage loans,                                                 

o  the earliest and latest origination date and maturity date of the  
mortgage loans,                                                 

   o  the original and remaining terms to maturity of the mortgage loans, or
      the respective ranges of remaining terms to maturity, and the weighted
       average original and remaining terms to maturity of the mortgage loans,

     o  the original Loan-to-Value Ratios of the mortgage loans, or the range of
the Loan-to-Value Ratios, and the weighted average original     
Loan-to-Value Ratio of the mortgage loans,                      

     o  the interest rates borne by the mortgage loans, or range of the interest
   rates, and the weighted average interest rate borne by the mortgage
loans,                                                          

   o  with respect to mortgage loans with adjustable mortgage interest rates
    ("ARM Loans"), the index or indices upon which those adjustments are
        based, the adjustment dates, the range of gross margins and the weighted
average gross margin, and any limits on mortgage interest rate  
      adjustments at the time of any adjustment and over the life of the ARM
Loan,                                                           

     o  information regarding the payment characteristics of the mortgage loans,
     including, without limitation, balloon payment and other amortization
provisions, Lock-out Periods and Prepayment Premiums,           

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o  the Debt Service Coverage Ratios of the mortgage loans (either at  
  origination or as of a more recent date), or the range of the Debt
     Service Coverage Ratios, and the weighted average of the Debt Service
Coverage Ratios, and                                            

o  the geographic distribution of the Mortgaged Properties on a       
state-by-state basis.                                           

   In appropriate cases, the related prospectus supplement will also contain
certain information available to the Depositor that pertains to the provisions  
of leases and the nature of tenants of the Mortgaged Properties. If we are      
unable to tabulate the specific information described above at the time offered 
certificates of a series are initially offered, we will provide more general    
information of the nature described above in the related prospectus supplement, 
and specific information will be set forth in a report which we will make       
available to purchasers of those certificates at or before the initial issuance 
of the certificates and will be filed as part of a Current Report on Form 8-K   
with the Securities and Exchange Commission within fifteen days following that  
issuance.                                                                       

MBS                                                                             

MBS may include:                                                      

    o  private (that is, not guaranteed or insured by the United States or any
        agency or instrumentality of the United States) mortgage participations,
      mortgage pass-through certificates or other mortgage-backed securities
or                                                              

 o  certificates insured or guaranteed by the Federal Home Loan Mortgage
Corporation ("FHLMC"), the Federal National Mortgage Association
        ("FNMA"), the Governmental National Mortgage Association ("GNMA") or the
        Federal Agricultural Mortgage Corporation ("FAMC") provided that, unless
       otherwise specified in the related prospectus supplement, each MBS will
    evidence an interest in, or will be secured by a pledge of, mortgage
      loans that conform to the descriptions of the mortgage loans contained
in this prospectus.                                             

 Any MBS will have been issued pursuant to a participation and servicing
agreement, a pooling and servicing agreement, an indenture or similar agreement 
(an "MBS Agreement"). The issuer of the MBS (the "MBS Issuer") and/or the       
servicer of the underlying mortgage loans (the "MBS Servicer") will have        
entered into the MBS Agreement, generally with a trustee (the "MBS Trustee")    
or, in the alternative, with the original purchaser or purchasers of the MBS.   

  The MBS may have been issued in one or more classes with characteristics
similar to the classes of certificates described in this prospectus. The MBS    
Issuer, the MBS Servicer or the MBS Trustee will make distributions in respect  
of the MBS on the dates specified in the related prospectus supplement. The MBS 
Issuer or the MBS Servicer or another person specified in the related           
prospectus supplement may have the right or obligation to repurchase or         
substitute assets underlying the MBS after a certain date or under other        
circumstances specified in the related prospectus supplement.                   

Reserve funds, subordination or other credit support similar to that  
described for the certificates under "Description of Credit Support" may have   
been provided with respect to the MBS. The type, characteristics and amount of  
credit support, if any, will be a function of the characteristics of the        
underlying mortgage loans and other factors and generally will have been        
established on the basis of the requirements of any rating agency that may have 
assigned a rating to the MBS, or by the initial purchasers of the MBS.          

The prospectus supplement for a series of certificates that evidence  
interests in MBS will specify, to the extent available:                         

   o  the aggregate approximate initial and outstanding principal amount and
type of the MBS to be included in the trust fund,               

o  the original and remaining term to stated maturity of the MBS, if  
applicable,                                                     

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    o  the pass-through or bond rate of the MBS or the formula for determining
the rates,                                                      

o  the payment characteristics of the MBS,                            

o  the MBS Issuer, MBS Servicer and MBS Trustee, as applicable,       

o  a description of the credit support, if any,                       

    o  the circumstances under which the related underlying mortgage loans, or
the MBS themselves, may be purchased prior to their maturity,   

o  the terms on which mortgage loans may be substituted for those     
originally underlying the MBS,                                  

o  the type of mortgage loans underlying the MBS and, to the extent   
       available to the Depositor and appropriate under the circumstances, the
       other information in respect of the underlying mortgage loans described
under "--Mortgage Loans--Mortgage Loan Information in Prospectus
Supplements" above, and                                         

    o  the characteristics of any cash flow agreements that relate to the MBS.

CERTIFICATE ACCOUNTS                                                            

   Each trust fund will include one or more certificate accounts established
and maintained on behalf of the certificateholders into which the person or     
persons designated in the related prospectus supplement will, to the extent     
described in this prospectus and in that prospectus supplement, deposit all     
payments and collections received or advanced with respect to the mortgage      
assets and other assets in the trust fund. A certificate account may be         
maintained as an interest bearing or a non-interest bearing account, and funds  
held in a certificate account may be held as cash or invested in certain        
obligations acceptable to each rating agency rating one or more classes of the  
related series of offered certificates.                                         

CREDIT SUPPORT                                                                  

   If so provided in the prospectus supplement for a series of certificates,
partial or full protection against certain defaults and losses on the mortgage  
assets in the related trust fund may be provided to one or more classes of      
certificates of that series in the form of subordination of one or more other   
classes of certificates of that series or by one or more other types of credit  
support, such as letters of credit, overcollateralization, insurance policies,  
guarantees, surety bonds or reserve funds, or a combination of them. The amount 
and types of credit support, the identification of the entity providing it (if  
applicable) and related information with respect to each type of credit support,
if any, will be set forth in the prospectus supplement for a series of          
certificates. See "Risk Factors--Credit Support May Not Cover Losses" and       
"Description of Credit Support" in this prospectus.                             

CASH FLOW AGREEMENTS                                                            

   If so provided in the prospectus supplement for a series of certificates,
the related trust fund may include guaranteed investment contracts pursuant to  
which moneys held in the funds and accounts established for those series will   
be invested at a specified rate. The trust fund may also include interest rate  
exchange agreements, interest rate cap or floor agreements, or currency         
exchange agreements, which agreements are designed to reduce the effects of     
interest rate or currency exchange rate fluctuations on the mortgage assets on  
one or more classes of certificates. The principal terms of a guaranteed        
investment contract or other agreement (any of these agreements, a "Cash Flow   
Agreement"), and the identity of the Cash Flow Agreement obligor, will be       
described in the prospectus supplement for a series of certificates.            

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YIELD AND MATURITY CONSIDERATIONS 

GENERAL                                                                         

 The yield on any offered certificate will depend on the price you paid,
the fixed, variable or adjustable pass-through interest rate of the certificate 
and the amount and timing of distributions on the certificate. See "Risk        
Factors--Prepayment of the Mortgage Assets will Affect the Timing of Your Cash  
Flow and May Affect Your Yield" in this prospectus. The following discussion    
contemplates a trust fund that consists solely of mortgage loans. While the     
characteristics and behavior of mortgage loans underlying an MBS can generally  
be expected to have the same effect on the yield to maturity and/or weighted    
average life of a class of certificates as will the characteristics and         
behavior of comparable mortgage loans, the effect may differ due to the payment 
characteristics of the MBS. If a trust fund includes MBS, the related           
prospectus supplement will discuss the effect that the MBS payment              
characteristics may have on the yield to maturity and weighted average lives of 
the offered certificates of the related series.                                 

PASS-THROUGH RATE                                                               

  The certificates of any class within a series may have a fixed, variable
or adjustable pass-through interest rate, which may or may not be based upon    
the interest rates borne by the mortgage loans in the related trust fund. The   
prospectus supplement with respect to any series of certificates will specify   
the pass-through interest rate for each class of offered certificates of that   
series or, in the case of a class of offered certificates with a variable or    
adjustable pass-through interest rate, the method of determining the            
pass-through interest rate; the effect, if any, of the prepayment of any        
mortgage loan on the pass-through interest rate of one or more classes of       
offered certificates; and whether the distributions of interest on the offered  
certificates of any class will be dependent, in whole or in part, on the        
performance of any obligor under a Cash Flow Agreement.                         

PAYMENT DELAYS                                                                  

  With respect to any series of certificates, a period of time will elapse
between the date upon which payments on the mortgage loans in the related trust 
fund are due and the distribution date on which those payments are passed       
through to certificateholders. That delay will effectively reduce the yield     
that would otherwise be produced if payments on those mortgage loans were       
distributed to certificateholders on or near the date they were due.            

CERTAIN SHORTFALLS IN COLLECTIONS OF INTEREST                                   

    When a principal prepayment in full or in part is made on a mortgage loan,
the borrower is generally charged interest on the amount of that prepayment     
only through the date of prepayment, instead of through the Due Date for the    
next succeeding scheduled payment. However, interest accrued on any series of   
certificates and distributable on them on any distribution date will generally  
correspond to interest accrued on the mortgage loans to their respective Due    
Dates during the related Due Period. Unless otherwise specified in the          
prospectus supplement for a series of certificates, a "Due Period" is a         
specified time period generally corresponding in length to the time period      
between distribution dates, and all scheduled payments on the mortgage loans in 
the related trust fund that are due during a given Due Period will, to the      
extent received by a specified date (the "Determination Date") or otherwise     
advanced by the related master servicer or other specified person, be           
distributed to the holders of the certificates of that series on the next       
succeeding distribution date. Consequently, if a prepayment on any mortgage     
loan is distributable to certificateholders on a particular distribution date,  
but that prepayment is not accompanied by interest on it to the Due Date for    
that mortgage loan in the related Due Period, then the interest charged to the  
borrower (net of servicing and administrative fees) may be less (that           
shortfall, a "Prepayment Interest Shortfall") than the corresponding amount of  
interest accrued and otherwise payable on the certificates of the               

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related series. If that shortfall is allocated to a class of offered            
certificates, their yield will be adversely affected. The prospectus supplement 
for each series of certificates will describe the manner in which those         
shortfalls will be allocated among the classes of those certificates. If so     
specified in the prospectus supplement for a series of certificates, the master 
servicer for that series will be required to apply some or all of its servicing 
compensation for the corresponding period to offset the amount of those         
shortfalls. The related prospectus supplement will also describe any other      
amounts available to offset those shortfalls. See "Description of the Pooling   
Agreements--Servicing Compensation and Payment of Expenses" in this prospectus. 

YIELD AND PREPAYMENT CONSIDERATIONS                                             

A certificate's yield to maturity will be affected by the rate of     
principal payments on the mortgage loans in the related trust fund and the      
allocation of principal to reduce the principal balance (or notional amount, if 
applicable) of that certificate. The rate of principal payments on the mortgage 
loans in any trust fund will in turn be affected by the amortization schedules  
of the mortgage loans (which, in the case of ARM Loans, may change periodically 
to accommodate adjustments to their mortgage interest rates), the dates on      
which any balloon payments are due, and the rate of principal prepayments on    
them (including for this purpose, prepayments resulting from liquidations of    
mortgage loans due to defaults, casualties or condemnations affecting the       
Mortgaged Properties, or purchases of mortgage loans out of the related trust   
fund). Because the rate of principal prepayments on the mortgage loans in any   
trust fund will depend on future events and a variety of factors (as described  
more fully below), we cannot assure you as to that rate.                        

The extent to which the yield to maturity of a class of offered       
certificates of any series may vary from the anticipated yield will depend upon 
the degree to which they are purchased at a discount or premium and when, and   
to what degree, payments of principal on the mortgage loans in the related      
trust fund are in turn distributed on those certificates, or, in the case of a  
class of interest-only certificates, result in the reduction of its notional    
amount. An investor should consider, in the case of any offered certificate     
purchased at a discount, the risk that a slower than anticipated rate of        
principal payments on the mortgage loans in the related trust fund could result 
in an actual yield to that investor that is lower than the anticipated yield    
and, in the case of any offered certificate purchased at a premium, the risk    
that a faster than anticipated rate of principal payments on those mortgage     
loans could result in an actual yield to that investor that is lower than the   
anticipated yield. In addition, if an investor purchases an offered certificate 
at a discount (or premium), and principal payments are made in reduction of the 
principal balance or notional amount of that investor's offered certificates at 
a rate slower (or faster) than the rate anticipated by the investor during any  
particular period, the consequent adverse effects on that investor's yield      
would not be fully offset by a subsequent like increase (or decrease) in the    
rate of principal payments.                                                     

 A class of certificates, including a class of offered certificates, may
provide that on any distribution date the holders of those certificates are     
entitled to a pro rata share of the prepayments on the mortgage loans in the    
related trust fund that are distributable on that date, to a disproportionately 
large share (which, in some cases, may be all) of those prepayments, or to a    
disproportionately small share (which, in some cases, may be none) of those     
prepayments. As described in the related prospectus supplement, the respective  
entitlements of the various classes of certificates of any series to receive    
distributions in respect of payments (and, in particular, prepayments) of       
principal of the mortgage loans in the related trust fund may vary based on the 
occurrence of certain events, such as, the retirement of one or more classes of 
certificates of that series, or subject to certain contingencies, such as,      
prepayment and default rates with respect to those mortgage loans.              

  In general, the notional amount of a class of interest-only certificates
will either (1) be based on the principal balances of some or all of the        
mortgage assets in the related trust fund or (2) equal the principal balances   
of one or more of the other classes of certificates of the same series.         
Accordingly, the yield on those interest-only certificates will be inversely    
related to the rate                                                             

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at which payments and other collections of principal are received on those      
mortgage assets or distributions are made in reduction of the principal         
balances of those classes of certificates, as the case may be.                  

 Consistent with the foregoing, if a class of certificates of any series
consists of interest-only certificates or principal-only certificates, a lower  
than anticipated rate of principal prepayments on the mortgage loans in the     
related trust fund will negatively affect the yield to investors in             
principal-only certificates, and a higher than anticipated rate of principal    
prepayments on those mortgage loans will negatively affect the yield to         
investors in interest-only certificates. If the offered certificates of a       
series include those certificates, the related prospectus supplement will       
include a table showing the effect of various assumed levels of prepayment on   
yields on those certificates. Those tables will be intended to illustrate the   
sensitivity of yields to various assumed prepayment rates and will not be       
intended to predict, or to provide information that will enable investors to    
predict, yields or prepayment rates.                                            

We are not aware of any relevant publicly available or authoritative  
statistics with respect to the historical prepayment experience of a group of   
multifamily or commercial mortgage loans. However, the extent of prepayments of 
principal of the mortgage loans in any trust fund may be affected by factors    
such as:                                                                        

o  the availability of mortgage credit,                               

o  the relative economic vitality of the area in which the Mortgaged  
Properties are located,                                         

o  the quality of management of the Mortgaged Properties,             

o  the servicing of the mortgage loans,                               

 o  possible changes in tax laws and other opportunities for investment,

o  the existence of Lock-out Periods,                                 

 o  requirements that principal prepayments be accompanied by Prepayment
Premiums, and                                                   

 o  by the extent to which these provisions may be practicably enforced.

The rate of prepayment on a pool of mortgage loans is also affected by
prevailing market interest rates for mortgage loans of a comparable type, term  
and risk level. When the prevailing market interest rate is below a mortgage    
loan's interest rate, a borrower may have an increased incentive to refinance   
its mortgage loan. Even in the case of ARM Loans, as prevailing market interest 
rates decline, and without regard to whether the mortgage interest rates on the 
ARM Loans decline in a manner consistent therewith, the related borrowers may   
have an increased incentive to refinance for purposes of either (1) converting  
to a fixed rate loan and thereby "locking in" that rate or (2) taking advantage 
of a different index, margin or rate cap or floor on another adjustable rate    
mortgage loan.                                                                  

Depending on prevailing market interest rates, the outlook for market 
interest rates and economic conditions generally, some borrowers may sell       
Mortgaged Properties in order to realize their equity in the Mortgaged          
Properties, to meet cash flow needs or to make other investments. In addition,  
some borrowers may be motivated by federal and state tax laws (which are        
subject to change) to sell Mortgaged Properties prior to the exhaustion of tax  
depreciation benefits. We will make no representation as to the particular      
factors that will affect the prepayment of the mortgage loans in any trust      
fund, as to the relative importance of those factors, as to the percentage of   
the principal balance of the mortgage loans that will be paid as of any date or 
as to the overall rate of prepayment on the mortgage loans.                     

WEIGHTED AVERAGE LIFE AND MATURITY                                              

    The rate at which principal payments are received on the mortgage loans in
any trust fund will affect the ultimate maturity and the weighted average life  
of one or more classes of the                                                   

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certificates of that series. Weighted average life refers to the average amount 
of time that will elapse from the date of issuance of an instrument until each  
dollar allocable as principal of that instrument is repaid to the investor.     

  The weighted average life and maturity of a class of certificates of any
series will be influenced by the rate at which principal on the related         
mortgage loans, whether in the form of scheduled amortization or prepayments    
(for this purpose, the term "prepayment" includes voluntary prepayments,        
liquidations due to default and purchases of mortgage loans out of the related  
trust fund), is paid to that class. Prepayment rates on loans are commonly      
measured relative to a prepayment standard or model, such as the Constant       
Prepayment Rate ("CPR") prepayment model or the Standard Prepayment Assumption  
("SPA") prepayment model. CPR represents an assumed constant rate of prepayment 
each month (expressed as an annual percentage) relative to the then outstanding 
principal balance of a pool of loans for the life of those loans. SPA           
represents an assumed variable rate of prepayment each month (expressed as an   
annual percentage) relative to the then outstanding principal balance of a pool 
of loans, with different prepayment assumptions often expressed as percentages  
of SPA. For example, a prepayment assumption of 100% of SPA assumes prepayment  
rates of 0.2% per annum of the then outstanding principal balance of the loans  
in the first month of the life of the loans and an additional 0.2% per annum in 
each month thereafter until the thirtieth month. Beginning in the thirtieth     
month, and in each month thereafter during the life of the loans, 100% of SPA   
assumes a constant prepayment rate of 6% per annum each month.                  

   Neither CPR nor SPA nor any other prepayment model or assumption purports
to be a historical description of prepayment experience or a prediction of the  
anticipated rate of prepayment of any particular pool of loans. Moreover, the   
CPR and SPA models were developed based upon historical prepayment experience   
for single-family loans. Thus, it is unlikely that the prepayment experience of 
the mortgage loans included in any trust fund will conform to any particular    
level of CPR or SPA.                                                            

    The prospectus supplement with respect to each series of certificates will
contain tables, if applicable, setting forth the projected weighted average     
life of each class of offered certificates of those series and the percentage   
of the initial principal balance of each class that would be outstanding on     
specified distribution dates based on the assumptions stated in that prospectus 
supplement, including assumptions that prepayments on the related mortgage      
loans are made at rates corresponding to various percentages of CPR or SPA, or  
at other rates specified in that prospectus supplement. Those tables and        
assumptions will illustrate the sensitivity of the weighted average lives of    
the certificates to various assumed prepayment rates and will not be intended   
to predict, or to provide information that will enable investors to predict,    
the actual weighted average lives of the certificates.                          

CONTROLLED AMORTIZATION CLASSES AND COMPANION CLASSES                           

  A series of certificates may include one or more controlled amortization
classes, which will entitle the holders of those certificates to receive        
principal distributions according to a specified principal payment schedule,    
which schedule is supported by creating priorities, as described in the related 
prospectus supplement, to receive principal payments from the mortgage loans in 
the related trust fund. Unless otherwise specified in the related prospectus    
supplement, each controlled amortization class will either be a planned         
amortization class or a targeted amortization class. In general, a planned      
amortization class has a "prepayment collar," that is, a range of prepayment    
rates that can be sustained without disruption, that determines the principal   
cash flow of those certificates. That prepayment collar is not static, and may  
expand or contract after the issuance of the planned amortization class         
depending on the actual prepayment experience for the underlying mortgage       
loans. Distributions of principal on a planned amortization class would be made 
in accordance with the specified schedule so long as prepayments on the         
underlying mortgage loans remain at a relatively constant rate within the       
prepayment collar and, as described below, companion classes exist to absorb    
"excesses" or "shortfalls" in principal payments on the underlying mortgage     
loans. If the rate of prepayment                                                

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on the underlying mortgage loans from time to time falls outside the prepayment 
collar, or fluctuates significantly within the prepayment collar, especially    
for any extended period of time, that event may have material consequences in   
respect of the anticipated weighted average life and maturity for a planned     
amortization class. A targeted amortization class is structured so that         
principal distributions generally will be payable on it in accordance with its  
specified principal payments schedule so long as the rate of prepayments on the 
related mortgage assets remains relatively constant at the particular rate used 
in establishing that schedule. A targeted amortization class will generally     
afford the holders of those certificates some protection against early          
retirement or some protection against an extended average life, but not both.   

 Although prepayment risk cannot be eliminated entirely for any class of
certificates, a controlled amortization class will generally provide a          
relatively stable cash flow so long as the actual rate of prepayment on the     
mortgage loans in the related trust fund remains relatively constant at the     
rate, or within the range of rates, of prepayment used to establish the         
specific principal payment schedule for those certificates. Prepayment risk     
with respect to a given pool of mortgage assets does not disappear, however,    
and the stability afforded to a controlled amortization class comes at the      
expense of one or more companion classes of the same series, any of which       
companion classes may also be a class of offered certificates. In general, and  
as more particularly described in the related prospectus supplement, a          
companion class will entitle the holders of those certificates to a             
disproportionately large share of prepayments on the mortgage loans in the      
related trust fund when the rate of prepayment is relatively fast, and will     
entitle the holders of those certificates to a disproportionately small share   
of prepayments on the mortgage loans in the related trust fund when the rate of 
prepayment is relatively slow. A class of certificates that entitles the        
holders of those certificates to a disproportionately large share of the        
prepayments on the mortgage loans in the related trust fund enhances the risk   
of early retirement of that class, or call risk, if the rate of prepayment is   
relatively fast; while a class of certificates that entitles the holders of     
those certificates to a disproportionately small share of the prepayments on    
the mortgage loans in the related trust fund enhances the risk of an extended   
average life of that class, or extension risk, if the rate of prepayment is     
relatively slow. Thus, as described in the related prospectus supplement, a     
companion class absorbs some (but not all) of the "call risk" and/or "extension 
risk" that would otherwise belong to the related controlled amortization class  
if all payments of principal of the mortgage loans in the related trust fund    
were allocated on a pro rata basis.                                             

OTHER FACTORS AFFECTING YIELD, WEIGHTED AVERAGE LIFE AND MATURITY               

Balloon Payments; Extensions of Maturity. Some or all of the mortgage 
loans included in a particular trust fund may require that balloon payments be  
made at maturity. Because the ability of a borrower to make a balloon payment   
typically will depend upon its ability either to refinance the loan or to sell  
the related Mortgaged Property, there is a risk that mortgage loans that        
require balloon payments may default at maturity, or that the maturity of that  
mortgage loan may be extended in connection with a workout. In the case of      
defaults, recovery of proceeds may be delayed by, among other things,           
bankruptcy of the borrower or adverse conditions in the market where the        
property is located. In order to minimize losses on defaulted mortgage loans,   
the master servicer or a special servicer, to the extent and under the          
circumstances set forth in this prospectus and in the related prospectus        
supplement, may be authorized to modify mortgage loans that are in default or   
as to which a payment default is imminent. Any defaulted balloon payment or     
modification that extends the maturity of a mortgage loan may delay             
distributions of principal on a class of offered certificates and thereby       
extend the weighted average life of your certificates and, if those             
certificates were purchased at a discount, reduce your yield.                   

Negative Amortization. The weighted average life of a class of        
certificates can be affected by mortgage loans that permit negative             
amortization to occur. A mortgage loan that provides for the payment of         
interest calculated at a rate lower than the rate at which interest accrues on  
it would be expected during a period of increasing interest rates to amortize   
at a slower rate (and                                                           

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perhaps not at all) than if interest rates were declining or were remaining     
constant. This slower rate of mortgage loan amortization would correspondingly  
be reflected in a slower rate of amortization for one or more classes of        
certificates of the related series. In addition, negative amortization on one   
or more mortgage loans in any trust fund may result in negative amortization on 
the certificates of the related series. The related prospectus supplement will  
describe, if applicable, the manner in which negative amortization in respect   
of the mortgage loans in any trust fund is allocated among the respective       
classes of certificates of the related series. The portion of any mortgage loan 
negative amortization allocated to a class of certificates may result in a      
deferral of some or all of the interest payable on them, which deferred         
interest may be added to the principal balance of the certificates.             
Accordingly, the weighted average lives of mortgage loans that permit negative  
amortization and that of the classes of certificates to which the negative      
amortization would be allocated or that would bear the effects of a slower rate 
of amortization on those mortgage loans, may increase as a result of that       
feature.                                                                        

    Negative amortization also may occur in respect of an ARM Loan that limits
the amount by which its scheduled payment may adjust in response to a change in 
its mortgage interest rate, provides that its scheduled payment will adjust     
less frequently than its mortgage interest rate or provides for constant        
scheduled payments notwithstanding adjustments to its mortgage interest rate.   
Accordingly, during a period of declining interest rates, the scheduled payment 
on that mortgage loan may exceed the amount necessary to amortize the loan      
fully over its remaining amortization schedule and pay interest at the then     
applicable mortgage interest rate, thereby resulting in the accelerated         
amortization of that mortgage loan. This acceleration in amortization of its    
principal balance will shorten the weighted average life of that mortgage loan  
and, correspondingly, the weighted average lives of those classes of            
certificates entitled to a portion of the principal payments on that mortgage   
loan.                                                                           

   The extent to which the yield on any offered certificate will be affected
by the inclusion in the related trust fund of mortgage loans that permit        
negative amortization, will depend upon (1) whether that offered certificate    
was purchased at a premium or a discount and (2) the extent to which the        
payment characteristics of those mortgage loans delay or accelerate the         
distributions of principal on that certificate or, in the case of an            
interest-only certificate, delay or accelerate the amortization of the notional 
amount of that certificate. See "--Yield and Prepayment Considerations" above.  

Foreclosures and Payment Plans. The number of foreclosures and the    
principal amount of the mortgage loans that are foreclosed in relation to the   
number and principal amount of mortgage loans that are repaid in accordance     
with their terms will affect the weighted average lives of those mortgage loans 
and, accordingly, the weighted average lives of and yields on the certificates  
of the related series. Servicing decisions made with respect to the mortgage    
loans, including the use of payment plans prior to a demand for acceleration    
and the restructuring of mortgage loans in bankruptcy proceedings, may also     
have an effect upon the payment patterns of particular mortgage loans and thus  
the weighted average lives of and yields on the certificates of the related     
series.                                                                         

Losses and Shortfalls on the Mortgage Assets. The yield on your       
certificates will directly depend on the extent to which you are required to    
bear the effects of any losses or shortfalls in collections arising out of      
defaults on the mortgage loans in the related trust fund and the timing of      
those losses and shortfalls. In general, the earlier that any loss or shortfall 
occurs, the greater will be the negative effect on yield for any class of       
certificates that is required to bear the effects of the shortfall.             

The amount of any losses or shortfalls in collections on the mortgage 
assets in any trust fund, to the extent not covered or offset by draws on any   
reserve fund or under any instrument of credit support, will be allocated among 
the respective classes of certificates of the related series in the priority    
and manner, and subject to the limitations, specified in the related prospectus 
supplement. As described in the related prospectus supplement, those            
allocations may be effected by a reduction in the entitlements to interest      
and/or principal balances of one or more classes of certificates, or by         
establishing a priority of payments among those classes of certificates.        

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The yield to maturity on a class of Subordinate Certificates may be   
extremely sensitive to losses and shortfalls in collections on the mortgage     
loans in the related trust fund.                                                

   Additional Certificate Amortization. In addition to entitling the holders
of one or more classes of a series of certificates to a specified portion,      
which may during specified periods range from none to all, of the principal     
payments received on the mortgage assets in the related trust fund, one or more 
classes of certificates of any series, including one or more classes of offered 
certificates of those series, may provide for distributions of principal of     
those certificates from:                                                        

     1. amounts attributable to interest accrued but not currently distributable
on one or more classes of accrual certificates,                 

2. Excess Funds, or                                                   

3. any other amounts described in the related prospectus supplement.  

  Unless otherwise specified in the related prospectus supplement, "Excess
Funds" will, in general, represent that portion of the amounts distributable in 
respect of the certificates of any series on any distribution date that         
represent (1) interest received or advanced on the mortgage assets in the       
related trust fund that is in excess of the interest currently accrued on the   
certificates of that series, or (2) Prepayment Premiums, payments from Equity   
Participations or any other amounts received on the mortgage assets in the      
related trust fund that do not constitute interest on, or principal of, those   
certificates.                                                                   

    The amortization of any class of certificates out of the sources described
in the preceding paragraph would shorten the weighted average life of those     
certificates and, if those certificates were purchased at a premium, reduce the 
yield on those certificates. The related prospectus supplement will discuss the 
relevant factors to be considered in determining whether distributions of       
principal of any class of certificates out of those sources would have any      
material effect on the rate at which those certificates are amortized.          

Optional Early Termination. If so specified in the related prospectus 
supplement, a series of certificates may be subject to optional early           
termination through the repurchase of the mortgage assets in the related trust  
fund by the party or parties specified in the related prospectus supplement,    
under the circumstances and in the manner set forth in the prospectus           
supplement. If so provided in the related prospectus supplement, upon the       
reduction of the principal balance of a specified class or classes of           
certificates by a specified percentage or amount, the specified party may be    
authorized or required to solicit bids for the purchase of all of the mortgage  
assets of the related trust fund, or of a sufficient portion of those mortgage  
assets to retire that class or classes, as set forth in the related prospectus  
supplement. In the absence of other factors, any early retirement of a class of 
offered certificates would shorten the weighted average life of those           
certificates and, if those certificates were purchased at premium, reduce the   
yield on those certificates.                                                    

 THE DEPOSITOR

   J.P. Morgan Chase Commercial Mortgage Securities Corp., the Depositor, is
a Delaware corporation organized on September 19, 1994. The Depositor is a      
wholly owned subsidiary of JPMorgan Chase Bank, a New York banking corporation, 
which is a wholly owned subsidiary of J.P. Morgan Chase & Co., a Delaware       
corporation. The Depositor maintains its principal office at 270 Park Avenue,   
New York, New York 10017. Its telephone number is (212) 834-9299. The Depositor 
does not have, nor is it expected in the future to have, any significant        
assets.                                                                         

 USE OF PROCEEDS

We will apply the net proceeds to be received from the sale of the    
certificates of any series to the purchase of Trust Assets or use the net       
proceeds for general corporate purposes. We expect to sell the certificates     
from time to time, but the timing and amount of offerings of certificates will  
depend on a number of factors, including the volume of mortgage assets we have  
acquired, prevailing interest rates, availability of funds and general market   
conditions.                                                                     

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 DESCRIPTION OF THE CERTIFICATES

GENERAL                                                                         

    Each series of certificates will represent the entire beneficial ownership
interest in a trust fund. As described in the related prospectus supplement,    
the certificates of each series, including the offered certificates of that     
series, may consist of one or more classes of certificates that, among other    
things:                                                                         

o  provide for the accrual of interest on the certificates at a fixed,
variable or adjustable rate;                                    

o  are senior (collectively, "Senior Certificates") or subordinate    
       (collectively, "Subordinate Certificates") to one or more other classes
of certificates in entitlement to certain distributions on the  
certificates;                                                   

    o  are principal-only certificates entitled to distributions of principal,
       with disproportionately small, nominal or no distributions of interest;

  o  are interest-only certificates entitled to distributions of interest,
        with disproportionately small, nominal or no distributions of principal;

o  provide for distributions of interest on, or principal of, those   
       certificates that commence only after the occurrence of certain events,
      such as the retirement of one or more other classes of certificates of
that series;                                                    

     o  provide for distributions of principal of those certificates to be made,
      from time to time or for designated periods, at a rate that is faster,
        and, in some cases, substantially faster, or slower, and, in some cases,
substantially slower, than the rate at which payments or other  
   collections of principal are received on the mortgage assets in the
related trust fund;                                             

    o  provide for controlled distributions of principal of those certificates
      to be made based on a specified payment schedule or other methodology,
subject to available funds; or                                  

  o  provide for distributions based on collections of Prepayment Premiums
     and Equity Participations on the mortgage assets in the related trust
fund.                                                           

  Each class of offered certificates of a series will be issued in minimum
denominations corresponding to the principal balances or, in case of certain    
classes of interest-only certificates or residual certificates, notional        
amounts or percentage interests, specified in the related prospectus            
supplement. As provided in the related prospectus supplement, one or more       
classes of offered certificates of any series may be issued in fully            
registered, definitive form (those certificates, "Definitive Certificates") or  
may be offered in book-entry format (those certificates, "Book-Entry            
Certificates") through the facilities of The Depository Trust Company ("DTC").  
The offered certificates of each series (if issued as Definitive Certificates)  
may be transferred or exchanged, subject to any restrictions on transfer        
described in the related prospectus supplement, at the location specified in    
the related prospectus supplement, without the payment of any service charges,  
other than any tax or other governmental charge payable in connection           
therewith. Interests in a class of Book-Entry Certificates will be transferred  
on the book-entry records of DTC and its participating organizations. See "Risk 
Factors--Your Ability to Resell Certificates may be Limited Because of Their    
Characteristics" and "--Book-Entry System for Certain Classes May Decrease      
Liquidity and Delay Payment" in this prospectus.                                

DISTRIBUTIONS                                                                   

Distributions on the certificates of each series will be made on each 
distribution date as specified in the related prospectus supplement from the    
Available Distribution Amount for that series and that distribution date.       
Unless otherwise provided in the related prospectus supplement, the "Available  
Distribution Amount" for any series of certificates and any                     

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distribution date will refer to the total of all payments or other collections  
on or in respect of the mortgage assets and any other assets included in the    
related trust fund that are available for distribution to the holders of        
certificates of that series on that date. The particular components of the      
Available Distribution Amount for any series on each distribution date will be  
more specifically described in the related prospectus supplement.               

Except as otherwise specified in the related prospectus supplement,   
distributions on the certificates of each series, other than the final          
distribution in retirement of that certificate, will be made to the persons in  
whose names those certificates are registered at the close of business on the   
last business day of the month preceding the month in which the applicable      
distribution date occurs (the "Record Date"), and the amount of each            
distribution will be determined as of the close of business on the              
Determination Date specified in the related prospectus supplement. All          
distributions with respect to each class of certificates on each distribution   
date will be allocated pro rata among the outstanding certificates in that      
class. Payments will be made either by wire transfer in immediately available   
funds to your account at a bank or other entity having appropriate facilities   
for the transfer, if you have provided the person required to make those        
payments with wiring instructions no later than the date specified in the       
related prospectus supplement (and, if so provided in the related prospectus    
supplement, that you hold certificates in the amount or denomination specified  
in the prospectus supplement), or by check mailed to the address of that        
certificateholder as it appears on the certificate register; provided, however, 
that the final distribution in retirement of any class of certificates (whether 
Definitive Certificates or Book-Entry Certificates) will be made only upon      
presentation and surrender of those certificates at the location specified in   
the notice to certificateholders of the final distribution.                     

DISTRIBUTIONS OF INTEREST ON THE CERTIFICATES                                   

  Each class of certificates of each series, other than certain classes of
principal-only certificates and residual certificates ("Residual Certificates") 
that have no pass-through interest rate, may have a different pass-through      
interest rate, which in each case may be fixed, variable or adjustable. The     
related prospectus supplement will specify the pass-through interest rate or,   
in the case of a variable or adjustable pass-through interest rate, the method  
for determining the pass-through interest rate, for each class. Unless          
otherwise specified in the related prospectus supplement, interest on the       
certificates of each series will be calculated on the basis of a 360-day year   
consisting of twelve 30-day months.                                             

  Distributions of interest in respect of any class of certificates (other
than certain classes of certificates that will be entitled to distributions of  
accrued interest commencing only on the distribution date, or under the         
circumstances specified in the related prospectus supplement ("Accrual          
Certificates"), and other than any class of principal-only certificates or      
Residual Certificates which are not entitled to distributions of interest) will 
be made on each distribution date based on the Accrued Certificate Interest for 
that class and that distribution date, subject to the sufficiency of the        
portion of the Available Distribution Amount allocable to that class on that    
distribution date. Prior to the time interest is distributable on any class of  
Accrual Certificates, the amount of Accrued Certificate Interest otherwise      
distributable on that class will be added to the principal balance of those     
certificates on each distribution date. With respect to each class of           
certificates, other than certain classes of interest-only certificates and      
certain classes of residual certificates, the "Accrued Certificate Interest"    
for each distribution date will be equal to interest at the applicable          
pass-through interest rate accrued for a specified time period generally        
corresponding in length to the time period between distribution dates, on the   
outstanding principal balance of that class of certificates immediately prior   
to that distribution date.                                                      

Unless otherwise provided in the related prospectus supplement, the   
Accrued Certificate Interest for each distribution date on a class of           
interest-only certificates will be similarly calculated except that it will     
accrue on a notional amount that is either:                                     

     1. based on the principal balances of some or all of the mortgage assets in
the related trust fund,                                         

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2. equal to the principal balances of one or more other classes of    
certificates of the same series, or                             

    3. an amount or amounts specified in the applicable prospectus supplement.

 Reference to a notional amount with respect to a class of interest-only
certificates is solely for convenience in making certain calculations and does  
not represent the right to receive any distributions of principal. If so        
specified in the related prospectus supplement, the amount of Accrued           
Certificate Interest that is otherwise distributable on, or, in the case of     
Accrual Certificates, that may otherwise be added to the principal balance of,  
one or more classes of the certificates of a series will be reduced to the      
extent that any Prepayment Interest Shortfalls, as described under "Yield and   
Maturity Considerations--Certain Shortfalls in Collections of Interest" in this 
prospectus, exceed the amount of any sums that are applied to offset the amount 
of those shortfalls. The particular manner in which those shortfalls will be    
allocated among some or all of the classes of certificates of that series will  
be specified in the related prospectus supplement. The related prospectus       
supplement will also describe the extent to which the amount of Accrued         
Certificate Interest that is otherwise distributable on (or, in the case of     
Accrual Certificates, that may otherwise be added to the principal balance of)  
a class of offered certificates may be reduced as a result of any other         
contingencies, including delinquencies, losses and deferred interest on or in   
respect of the mortgage assets in the related trust fund. Unless otherwise      
provided in the related prospectus supplement, any reduction in the amount of   
Accrued Certificate Interest otherwise distributable on a class of certificates 
by reason of the allocation to that class of a portion of any deferred interest 
on or in respect of the mortgage assets in the related trust fund will result   
in a corresponding increase in the principal balance of that class. See "Risk   
Factors--Prepayments of the Mortgage Assets will Affect the Timing of Your Cash 
Flow and May Affect Your Yield" and "Yield and Maturity Considerations" in this 
prospectus.                                                                     

DISTRIBUTIONS OF PRINCIPAL ON THE CERTIFICATES                                  

  Each class of certificates of each series, other than certain classes of
interest-only certificates and Residual Certificates, will have a principal     
balance which, at any time, will equal the then maximum amount that the holders 
of certificates of that class will be entitled to receive in respect of         
principal out of the future cash flow on the mortgage assets and other assets   
included in the related trust fund. The outstanding principal balance of a      
class of certificates will be reduced by distributions of principal made on the 
certificates from time to time and, if so provided in the related prospectus    
supplement, further by any losses incurred in respect of the related mortgage   
assets allocated thereto from time to time. In turn, the outstanding principal  
balance of a class of certificates may be increased as a result of any deferred 
interest on or in respect of the related mortgage assets being allocated to     
that class from time to time, and will be increased, in the case of a class of  
Accrual Certificates prior to the distribution date on which distributions of   
interest on the certificates are required to commence, by the amount of any     
Accrued Certificate Interest in respect of those certificates (reduced as       
described above). The initial principal balance of each class of a series of    
certificates will be specified in the related prospectus supplement. As         
described in the related prospectus supplement, distributions of principal with 
respect to a series of certificates will be made on each distribution date to   
the holders of the class or classes of certificates of that series entitled     
thereto until the principal balances of those certificates have been reduced to 
zero. Distributions of principal with respect to one or more classes of         
certificates may be made at a rate that is faster, and, in some cases,          
substantially faster, than the rate at which payments or other collections of   
principal are received on the mortgage assets in the related trust fund.        
Distributions of principal with respect to one or more classes of certificates  
may not commence until the occurrence of certain events, including the          
retirement of one or more other classes of certificates of the same series, or  
may be made at a rate that is slower, and, in some cases, substantially slower, 
than the rate at which payments or other collections of principal are received  
on the mortgage assets in the related trust fund. Distributions of principal    
with respect to one or more classes of certificates may be made, subject to     
available funds, based on a specified principal payment schedule. Distributions 
of principal                                                                    

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with respect to one or more classes of certificates may be contingent on the    
specified principal payment schedule for another class of the same series and   
the rate at which payments and other collections of principal on the mortgage   
assets in the related trust fund are received. Unless otherwise specified in    
the related prospectus supplement, distributions of principal of any class of   
offered certificates will be made on a pro rata basis among all of the          
certificates of that class.                                                     

DISTRIBUTIONS ON THE CERTIFICATES IN RESPECT OF PREPAYMENT PREMIUMS OR IN       
RESPECT OF EQUITY PARTICIPATIONS                                                

  If so provided in the related prospectus supplement, Prepayment Premiums
or payments in respect of Equity Participations received on or in connection    
with the mortgage assets in any trust fund will be distributed on each          
distribution date to the holders of the class of certificates of the related    
series entitled thereto in accordance with the provisions described in that     
prospectus supplement.                                                          

ALLOCATION OF LOSSES AND SHORTFALLS                                             

The amount of any losses or shortfalls in collections on the mortgage 
assets in any trust fund, to the extent not covered or offset by draws on any   
reserve fund or under any instrument of credit support, will be allocated among 
the respective classes of certificates of the related series in the priority    
and manner, and subject to the limitations, specified in the related prospectus 
supplement. As described in the related prospectus supplement, those            
allocations may be effected by a reduction in the entitlements to interest      
and/or principal balances of one or more classes of certificates, or by         
establishing a priority of payments among the classes of certificates.          

ADVANCES IN RESPECT OF DELINQUENCIES                                            

    If provided in the related prospectus supplement, if a trust fund includes
mortgage loans, the master servicer, a special servicer, the trustee, any       
provider of credit support and/or any other specified person may be obligated   
to advance, or have the option of advancing, on or before each distribution     
date, from its or their own funds or from excess funds held in the related      
certificate account that are not part of the Available Distribution Amount for  
the related series of certificates for that distribution date, an amount up to  
the aggregate of any payments of principal, other than any balloon payments,    
and interest that were due on or in respect of those mortgage loans during the  
related Due Period and were delinquent on the related Determination Date.       

    Advances are intended to maintain a regular flow of scheduled interest and
principal payments to holders of the class or classes of certificates entitled  
thereto, rather than to guarantee or insure against losses. Accordingly, all    
advances made out of a specific entity's own funds will be reimbursable out of  
related recoveries on the mortgage loans, including amounts received under any  
instrument of credit support, respecting which those advances were made (as to  
any mortgage loan, "Related Proceeds") and those other specific sources as may  
be identified in the related prospectus supplement, including in the case of a  
series that includes one or more classes of Subordinate Certificates,           
collections on other mortgage loans in the related trust fund that would        
otherwise be distributable to the holders of one or more classes of those       
Subordinate Certificates. No advance will be required to be made by a master    
servicer, special servicer or trustee if, in the good faith judgment of the     
master servicer, special servicer or trustee, as the case may be, that advance  
would not be recoverable from Related Proceeds or another specifically          
identified source (each, a "Nonrecoverable Advance"); and, if previously made   
by a master servicer, special servicer or trustee, a Nonrecoverable Advance     
will be reimbursable to the advancing party from any amounts in the related     
certificate account prior to any distributions being made to the related series 
of certificateholders.                                                          

    If advances have been made by a master servicer, special servicer, trustee
or other entity from excess funds in a certificate account, the advancing party 
will be required to replace those funds in that certificate account on any      
future distribution date to the extent that funds in that                       

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certificate account on that distribution date are less than payments required   
to be made to the related series of certificateholders on that date. If so      
specified in the related prospectus supplement, the obligation of a master      
servicer, special servicer, trustee or other entity to make advances may be     
secured by a cash advance reserve fund or a surety bond. If applicable,         
information regarding the characteristics of a surety bond, and the identity of 
any obligor on that surety bond, will be set forth in the related prospectus    
supplement.                                                                     

If so provided in the related prospectus supplement, any entity making
advances will be entitled to receive interest on those advances for the period  
that those advances are outstanding at the rate specified in that prospectus    
supplement, and that entity will be entitled to payment of that interest        
periodically from general collections on the mortgage loans in the related      
trust fund prior to any payment to the related series of certificateholders or  
as otherwise described in the prospectus supplement.                            

The prospectus supplement for any series of certificates evidencing an
interest in a trust fund that includes MBS will describe any comparable         
advancing obligation.                                                           

REPORTS TO CERTIFICATEHOLDERS                                                   

  On each distribution date, together with the distribution to the holders
of each class of the offered certificates of a series, a master servicer or     
trustee, as provided in the related prospectus supplement, will forward to each 
holder a statement (a "Distribution Date Statement") that, unless otherwise     
provided in the related prospectus supplement, will set forth, among other      
things, in each case to the extent applicable:                                  

o  the amount of that distribution to holders of that class of offered
      certificates that was applied to reduce the principal balance of those
      certificates, expressed as a dollar amount per minimum denomination of
        the relevant class of offered certificates or per a specified portion of
that minimum denomination;                                      

o  the amount of that distribution to holders of that class of offered
certificates that is allocable to Accrued Certificate Interest, 
     expressed as a dollar amount per minimum denomination of the relevant
        class of offered certificates or per a specified portion of that minimum
denomination;                                                   

 o  the amount, if any, of that distribution to holders of that class of
     offered certificates that is allocable to (A) Prepayment Premiums and
       (B) payments on account of Equity Participations, expressed as a dollar
amount per minimum denomination of the relevant class of offered
     certificates or per a specified portion of that minimum denomination;

    o  the amount, if any, by which that distribution is less than the amounts
    to which holders of that class of offered certificates are entitled;

    o  if the related trust fund includes mortgage loans, the aggregate amount
of advances included in that distribution;                      

o  if the related trust fund includes mortgage loans, the amount of   
       servicing compensation received by the related master servicer (and, if
       payable directly out of the related trust fund, by any special servicer
      and any sub-servicer) and other customary information as the reporting
party deems necessary or desirable, or that a certificateholder 
      reasonably requests, to enable certificateholders to prepare their tax
returns;                                                        

 o  information regarding the aggregate principal balance of the related
mortgage assets on or about that distribution date;             

     o  if the related trust fund includes mortgage loans, information regarding
       the number and aggregate principal balance of those mortgage loans that
are delinquent in varying degrees;                              

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     o  if the related trust fund includes mortgage loans, information regarding
      the aggregate amount of losses incurred and principal prepayments made
 with respect to those mortgage loans during the specified period,
        generally equal in length to the time period between distribution dates,
 during which prepayments and other unscheduled collections on the
        mortgage loans in the related trust fund must be received in order to be
distributed on a particular distribution date;                  

  o  the principal balance or notional amount, as the case may be, of each
      class of certificates (including any class of certificates not offered
      hereby) at the close of business on that distribution date, separately
      identifying any reduction in that principal balance or notional amount
      due to the allocation of any losses in respect of the related mortgage
        assets, any increase in that principal balance or notional amount due to
     the allocation of any negative amortization in respect of the related
       mortgage assets and any increase in the principal balance of a class of
   Accrual Certificates, if any, in the event that Accrued Certificate
Interest has been added to that balance;                        

o  if the class of offered certificates has a variable pass-through   
interest rate or an adjustable pass-through interest rate, the  
pass-through interest rate applicable to that class for that    
distribution date and, if determinable, for the next succeeding 
distribution date;                                              

o  the amount deposited in or withdrawn from any reserve fund on that 
      distribution date, and the amount remaining on deposit in that reserve
fund as of the close of business on that distribution date;     

 o  if the related trust fund includes one or more instruments of credit
     support, like a letter of credit, an insurance policy and/or a surety
     bond, the amount of coverage under that instrument as of the close of
business on that distribution date; and                         

    o  to the extent not otherwise reflected through the information furnished
      as described above, the amount of credit support being afforded by any
classes of Subordinate Certificates.                            

The prospectus supplement for each series of certificates may describe
additional information to be included in reports to the holders of the offered  
certificates of that series.                                                    

 Within a reasonable period of time after the end of each calendar year,
the master servicer or trustee for a series of certificates, as the case may    
be, will be required to furnish to each person who at any time during the       
calendar year was a holder of an offered certificate of that series a statement 
containing the information set forth in the first three categories described    
above, aggregated for that calendar year or the applicable portion of that year 
during which that person was a certificateholder. This obligation will be       
deemed to have been satisfied to the extent that substantially comparable       
information is provided pursuant to any requirements of the Internal Revenue    
Code of 1986, as amended (the "Code"), as are from time to time in force. See,  
however, "Description of the Certificates--Book-Entry Registration and          
Definitive Certificates" in this prospectus.                                    

  If the trust fund for a series of certificates includes MBS, the ability
of the related master servicer or trustee, as the case may be, to include in    
any Distribution Date Statement information regarding the mortgage loans        
underlying that MBS will depend on the reports received with respect to that    
MBS. In those cases, the related prospectus supplement will describe the        
loan-specific information to be included in the distribution date statements    
that will be forwarded to the holders of the offered certificates of that       
series in connection with distributions made to them.                           

VOTING RIGHTS                                                                   

The voting rights evidenced by each series of certificates will be    
allocated among the respective classes of that series in the manner described   
in the related prospectus supplement.                                           

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 Certificateholders will generally not have a right to vote, except with
respect to required consents to certain amendments to the agreement pursuant to 
which the certificates are issued and as otherwise specified in the related     
prospectus supplement. See "Description of the Pooling Agreements--Amendment"   
in this prospectus. The holders of specified amounts of certificates of a       
particular series will have the right to act as a group to remove the related   
trustee and also upon the occurrence of certain events which if continuing      
would constitute an event of default on the part of the related master          
servicer. See "Description of the Pooling Agreements--Events of Default," and   
"--Resignation and Removal of the Trustee" in this prospectus.                  

TERMINATION                                                                     

 The obligations created by the pooling and servicing or other agreement
creating a series of certificates will terminate following:                     

o  the final payment or other liquidation of the last mortgage asset  
      underlying the series or the disposition of all property acquired upon
foreclosure of any mortgage loan underlying the series, and     

o  the payment to the certificateholders of the series of all amounts 
required to be paid to them.                                    

  Written notice of termination will be given to each certificateholder of
the related series, and the final distribution will be made only upon           
presentation and surrender of the certificates of that series at the location   
to be specified in the notice of termination.                                   

If so specified in the related prospectus supplement, a series of     
certificates may be subject to optional early termination through the           
repurchase of the mortgage assets in the related trust fund by the party or     
parties specified in the prospectus supplement, in the manner set forth in the  
prospectus supplement. If so provided in the related prospectus supplement,     
upon the reduction of the principal balance of a specified class or classes of  
certificates by a specified percentage or amount, a party designated in the     
prospectus supplement may be authorized or required to bid for or solicit bids  
for the purchase of all the mortgage assets of the related trust fund, or of a  
sufficient portion of those mortgage assets to retire those class or classes,   
in the manner set forth in the prospectus supplement.                           

BOOK-ENTRY REGISTRATION AND DEFINITIVE CERTIFICATES                             

   If so provided in the prospectus supplement for a series of certificates,
one or more classes of the offered certificates of that series will be offered  
in book-entry format through the facilities of The Depository Trust Company,    
and that class will be represented by one or more global certificates           
registered in the name of DTC or its nominee.                                   

DTC is a limited-purpose trust company organized under the New York   
Banking Law, a "banking corporation" within the meaning of the New York Banking 
Law, a member of the Federal Reserve System, a "clearing corporation" within    
the meaning of the New York Uniform Commercial Code, and a "clearing agency"    
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC   
was created to hold securities for its participating organizations              
("Participants") and facilitate the clearance and settlement of securities      
transactions between Participants through electronic computerized book-entry    
changes in their accounts, thereby eliminating the need for physical movement   
of securities certificates. "Direct Participants", which maintain accounts with 
DTC, include securities brokers and dealers, banks, trust companies and         
clearing corporations and may include certain other organizations. DTC is owned 
by a number of its Direct Participants and by the New York Stock Exchange,      
Inc., the American Stock Exchange, Inc. and the National Association of         
Securities Dealers, Inc. Access to the DTC system also is available to others   
like banks, brokers, dealers and trust companies that clear through or maintain 
a custodial relationship with a Direct Participant, either directly or          
indirectly ("Indirect Participants").                                           

   Purchases of Book-Entry Certificates under the DTC system must be made by
or through Direct Participants, which will receive a credit for the Book-Entry  
Certificates on DTC's records.                                                  

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The ownership interest of each actual purchaser of a Book-Entry Certificate (a  
"Certificate Owner") is in turn to be recorded on the Direct and Indirect       
Participants' records. Certificate Owners will not receive written confirmation 
from DTC of their purchases, but Certificate Owners are expected to receive     
written confirmations providing details of those transactions, as well as       
periodic statements of their holdings, from the Direct or Indirect Participant  
through which each Certificate Owner entered into the transaction. Transfers of 
ownership interest in the Book-Entry Certificates are to be accomplished by     
entries made on the books of Participants acting on behalf of Certificate       
Owners. Certificate Owners will not receive certificates representing their     
ownership interests in the Book-Entry Certificates, except in the event that    
use of the book-entry system for the Book-Entry Certificates of any series is   
discontinued as described below.                                                

 DTC has no knowledge of the actual Certificate Owners of the Book-Entry
Certificates; DTC's records reflect only the identity of the Direct             
Participants to whose accounts those certificates are credited, which may or    
may not be the Certificate Owners. The Participants will remain responsible for 
keeping account of their holdings on behalf of their customers.                 

Conveyance of notices and other communications by DTC to Direct       
Participants, by Direct Participants to Indirect Participants, and by Direct    
Participants and Indirect Participants to Certificate Owners will be governed   
by arrangements among them, subject to any statutory or regulatory requirements 
as may be in effect from time to time.                                          

 Distributions on the Book-Entry Certificates will be made to DTC. DTC's
practice is to credit Direct Participants' accounts on the related distribution 
date in accordance with their respective holdings shown on DTC's records unless 
DTC has reason to believe that it will not receive payment on that date.        
Disbursement of those distributions by Participants to Certificate Owners will  
be governed by standing instructions and customary practices, as is the case    
with securities held for the accounts of customers in bearer form or registered 
in "street name," and will be the responsibility of that Participant (and not   
of DTC, the Depositor or any trustee or master servicer), subject to any        
statutory or regulatory requirements as may be in effect from time to time.     
Under a book-entry system, Certificate Owners may receive payments after the    
related distribution date.                                                      

  Unless otherwise provided in the related prospectus supplement, the only
certificateholder of record will be the nominee of DTC, and the Certificate     
Owners will not be recognized as certificateholders under the agreement         
pursuant to which the certificates are issued. Certificate Owners will be       
permitted to exercise the rights of certificateholders under that agreement     
only indirectly through the Participants who in turn will exercise their rights 
through DTC. The Depositor is informed that DTC will take action permitted to   
be taken by a certificateholder under that agreement only at the direction of   
one or more Participants to whose account with DTC interests in the Book-Entry  
Certificates are credited.                                                      

Because DTC can act only on behalf of Participants, who in turn act on
behalf of Indirect Participants and certain Certificate Owners, the ability of  
a Certificate Owner to pledge its interest in Book-Entry Certificates to        
persons or entities that do not participate in the DTC system, or otherwise     
take actions in respect of its interest in Book-Entry Certificates, may be      
limited due to the lack of a physical certificate evidencing that interest.     

Unless otherwise specified in the related prospectus supplement,      
certificates initially issued in book-entry form will be issued as Definitive   
Certificates to Certificate Owners or their nominees, rather than to DTC or its 
nominee, only if                                                                

o  the Depositor advises the trustee in writing that DTC is no longer 
        willing or able to discharge properly its responsibilities as depository
        with respect to those certificates and the Depositor is unable to locate
a qualified successor or                                        

    o  the Depositor, at its option, elects to terminate the book-entry system
through DTC with respect to those certificates.                 

  Upon the occurrence of either of the events described above, DTC will be
required to notify all Participants of the availability through DTC of          
Definitive Certificates. Upon surrender by DTC                                  

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of the certificate or certificates representing a class of Book-Entry           
Certificates, together with instructions for registration, the trustee for the  
related series or other designated party will be required to issue to the       
Certificate Owners identified in those instructions the Definitive Certificates 
to which they are entitled, and thereafter the holders of those Definitive      
Certificates will be recognized as certificateholders of record under the       
related agreement pursuant to which the certificates are issued.                

DESCRIPTION OF THE POOLING AGREEMENTS 

GENERAL                                                                         

  The certificates of each series will be issued pursuant to a pooling and
servicing agreement or other agreement specified in the related prospectus      
supplement (in either case, a "Pooling Agreement"). In general, the parties to  
a Pooling Agreement will include the Depositor, a trustee, a master servicer    
and, in some cases, a special servicer appointed as of the date of the Pooling  
Agreement. However, a Pooling Agreement may include a Mortgage Asset Seller as  
a party, and a Pooling Agreement that relates to a trust fund that consists     
solely of MBS may not include a master servicer or other servicer as a party.   
All parties to each Pooling Agreement under which certificates of a series are  
issued will be identified in the related prospectus supplement. If so specified 
in the related prospectus supplement, an affiliate of the Depositor, or the     
Mortgage Asset Seller or an affiliate of the Mortgage Asset Seller, may perform 
the functions of master servicer or special servicer. Any party to a Pooling    
Agreement may own certificates.                                                 

A form of a Pooling Agreement has been filed as an exhibit to the     
Registration Statement of which this prospectus is a part. However, the         
provisions of each Pooling Agreement will vary depending upon the nature of the 
certificates to be issued and the nature of the related trust fund. The         
following summaries describe certain provisions that may appear in a Pooling    
Agreement under which certificates that evidence interests in mortgage loans    
will be issued. The prospectus supplement for a series of certificates will     
describe any provision of the related Pooling Agreement that materially differs 
from the description contained in this prospectus and, if the related trust     
fund includes MBS, will summarize all of the material provisions of the related 
Pooling Agreement. The summaries in this prospectus do not purport to be        
complete and are subject to, and are qualified in their entirety by reference   
to, all of the provisions of the Pooling Agreement for each series of           
certificates and the description of those provisions in the related prospectus  
supplement. We will provide a copy of the Pooling Agreement (without exhibits)  
that relates to any series of certificates without charge upon written request  
of a holder of a certificate of that series addressed to J.P. Morgan Chase      
Commercial Mortgage Securities Corp., 270 Park Avenue, New York, New York       
10017, Attention: President.                                                    

ASSIGNMENT OF MORTGAGE LOANS; REPURCHASES                                       

   At the time of issuance of any series of certificates, we will assign (or
cause to be assigned) to the designated trustee the mortgage loans to be        
included in the related trust fund. The trustee will, concurrently with the     
assignment, deliver the certificates to or at the direction of the Depositor in 
exchange for the mortgage loans and the other assets to be included in the      
trust fund for that series. Each mortgage loan will be identified in a          
schedule. That schedule generally will include detailed information that        
pertains to each mortgage loan included in the related trust fund, which        
information will typically include the address of the related Mortgaged         
Property and type of that property; the mortgage interest rate and, if          
applicable, the applicable index, gross margin, adjustment date and any rate    
cap information; the original and remaining term to maturity; the original      
amortization term; and the original and outstanding principal balance.          

    With respect to each mortgage loan to be included in a trust fund, we will
deliver (or cause to be delivered) to the related trustee (or to a custodian    
appointed by the trustee) certain loan documents which, unless otherwise        
specified in the related prospectus supplement, will include                    

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the original Mortgage Note endorsed, without recourse, to the order of the      
trustee, the original Mortgage, or a certified copy, in each case with evidence 
of recording indicated on it and an assignment of the Mortgage to the trustee   
in recordable form. Unless otherwise provided in the prospectus supplement for  
a series of certificates, the related Pooling Agreement will require us or      
another party to the agreement to promptly cause each assignment of Mortgage to 
be recorded in the appropriate public office for real property records.         

The trustee (or a custodian appointed by the trustee) for a series of 
certificates will be required to review the mortgage loan documents delivered   
to it within a specified period of days after receipt of the mortgage loan      
documents, and the trustee (or that custodian) will hold those documents in     
trust for the benefit of the certificateholders of that series. Unless          
otherwise specified in the related prospectus supplement, if that document is   
found to be missing or defective, and that omission or defect, as the case may  
be, materially and adversely affects the interests of the certificateholders of 
the related series, the trustee (or that custodian) will be required to notify  
the master servicer and the Depositor, and one of those persons will be         
required to notify the relevant Mortgage Asset Seller. In that case, and if the 
Mortgage Asset Seller cannot deliver the document or cure the defect within a   
specified number of days after receipt of that notice, then, except as          
otherwise specified below or in the related prospectus supplement, the Mortgage 
Asset Seller will be obligated to repurchase the related mortgage loan from the 
trustee at a price that will be specified in the related prospectus supplement. 
If so provided in the prospectus supplement for a series of certificates, a     
Mortgage Asset Seller, in lieu of repurchasing a mortgage loan as to which      
there is missing or defective loan documentation, will have the option,         
exercisable upon certain conditions and/or within a specified period after      
initial issuance of that series of certificates, to replace those mortgage      
loans with one or more other mortgage loans, in accordance with standards that  
will be described in the prospectus supplement. Unless otherwise specified in   
the related prospectus supplement, this repurchase or substitution obligation   
will constitute the sole remedy to holders of the certificates of any series or 
to the related trustee on their behalf for missing or defective loan            
documentation and neither the Depositor nor, unless it is the Mortgage Asset    
Seller, the master servicer will be obligated to purchase or replace a mortgage 
loan if a Mortgage Asset Seller defaults on its obligation to do so.            
Notwithstanding the foregoing, if a document has not been delivered to the      
related trustee (or to a custodian appointed by the trustee) because that       
document has been submitted for recording, and neither that document nor a      
certified copy, in either case with evidence of recording on it, can be         
obtained because of delays on the part of the applicable recording office,      
then, unless otherwise specified in the related prospectus supplement, the      
Mortgage Asset Seller will not be required to repurchase or replace the         
affected mortgage loan on the basis of that missing document so long as it      
continues in good faith to attempt to obtain that document or that certified    
copy.                                                                           

REPRESENTATIONS AND WARRANTIES; REPURCHASES                                     

Unless otherwise provided in the prospectus supplement for a series of
certificates, the Depositor will, with respect to each mortgage loan in the     
related trust fund, make or assign, or cause to be made or assigned, certain    
representations and warranties (the person making those representations and     
warranties, the "Warranting Party") covering, by way of example:                

    o  the accuracy of the information set forth for that mortgage loan on the
 schedule of mortgage loans delivered upon initial issuance of the
certificates;                                                   

 o  the enforceability of the related Mortgage Note and Mortgage and the
      existence of title insurance insuring the lien priority of the related
Mortgage;                                                       

   o  the Warranting Party's title to the mortgage loan and the authority of
the Warranting Party to sell the mortgage loan; and             

o  the payment status of the mortgage loan.                           

It is expected that in most cases the Warranting Party will be the    
Mortgage Asset Seller; however, the Warranting Party may also be an affiliate   
of the Mortgage Asset Seller, the                                               

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Depositor or an affiliate of the Depositor, the master servicer, a special      
servicer or another person acceptable to the Depositor. The Warranting Party,   
if other than the Mortgage Asset Seller, will be identified in the related      
prospectus supplement.                                                          

Unless otherwise provided in the related prospectus supplement, each  
Pooling Agreement will provide that the master servicer and/or trustee will be  
required to notify promptly any Warranting Party of any breach of any           
representation or warranty made by it in respect of a mortgage loan that        
materially and adversely affects the interests of the certificateholders of the 
related series. If that Warranting Party cannot cure that breach within a       
specified period following the date on which it was notified of the breach,     
then, unless otherwise provided in the related prospectus supplement, it will   
be obligated to repurchase that mortgage loan from the trustee at a price that  
will be specified in the related prospectus supplement. If so provided in the   
prospectus supplement for a series of certificates, a Warranting Party, in lieu 
of repurchasing a mortgage loan as to which a breach has occurred, will have    
the option, exercisable upon certain conditions and/or within a specified       
period after initial issuance of that series of certificates, to replace that   
mortgage loan with one or more other mortgage loans, in accordance with         
standards that will be described in the prospectus supplement. Unless otherwise 
specified in the related prospectus supplement, this repurchase or substitution 
obligation will constitute the sole remedy available to holders of the          
certificates of any series or to the related trustee on their behalf for a      
breach of representation and warranty by a Warranting Party and neither the     
Depositor nor the master servicer, in either case unless it is the Warranting   
Party, will be obligated to purchase or replace a mortgage loan if a Warranting 
Party defaults on its obligation to do so.                                      

In some cases, representations and warranties will have been made in  
respect of a mortgage loan as of a date prior to the date upon which the        
related series of certificates is issued, and thus may not address events that  
may occur following the date as of which they were made. However, we will not   
include any mortgage loan in the trust fund for any series of certificates if   
anything has come to our attention that would cause us to believe that the      
representations and warranties made in respect of that mortgage loan will not   
be accurate in all material respects as of the date of issuance. The date as of 
which the representations and warranties regarding the mortgage loans in any    
trust fund were made will be specified in the related prospectus supplement.    

COLLECTION AND OTHER SERVICING PROCEDURES                                       

    The master servicer for any trust fund, directly or through sub-servicers,
will be required to make reasonable efforts to collect all scheduled payments   
under the mortgage loans in that trust fund, and will be required to follow the 
same collection procedures as it would follow with respect to mortgage loans    
that are comparable to the mortgage loans in that trust fund and held for its   
own account, provided those procedures are consistent with:                     

     1. the terms of the related Pooling Agreement and any related instrument of
credit support included in that trust fund,                     

2. applicable law, and                                                

  3. the servicing standard specified in the related Pooling Agreement and
prospectus supplement (the "Servicing Standard").               

    The master servicer for any trust fund, directly or through sub-servicers,
will also be required to perform as to the mortgage loans in that trust fund    
various other customary functions of a servicer of comparable loans, including  
maintaining escrow or impound accounts, if required under the related Pooling   
Agreement, for payment of taxes, insurance premiums, ground rents and similar   
items, or otherwise monitoring the timely payment of those items; attempting to 
collect delinquent payments; supervising foreclosures; negotiating              
modifications; conducting property inspections on a periodic or other basis;    
managing (or overseeing the management of) Mortgaged Properties acquired on     
behalf of that trust fund through foreclosure, deed-in-lieu of foreclosure or   
otherwise (each, an "REO Property"); and maintaining servicing records relating 
to                                                                              

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those mortgage loans. Unless otherwise specified in the related prospectus      
supplement, the master servicer will be responsible for filing and settling     
claims in respect of particular mortgage loans under any applicable instrument  
of credit support. See "Description of Credit Support" in this prospectus.      

SUB-SERVICERS                                                                   

    A master servicer may delegate its servicing obligations in respect of the
mortgage loans serviced thereby to one or more third-party servicers; provided  
that, unless otherwise specified in the related prospectus supplement, the      
master servicer will remain obligated under the related Pooling Agreement. A    
sub-servicer for any series of certificates may be an affiliate of the          
Depositor or master servicer. Unless otherwise provided in the related          
prospectus supplement, each sub-servicing agreement between a master servicer   
and a sub-servicer (a "Sub-Servicing Agreement") will provide that, if for any  
reason the master servicer is no longer acting in that capacity, the trustee or 
any successor master servicer may assume the master servicer's rights and       
obligations under that Sub-Servicing Agreement. A master servicer will be       
required to monitor the performance of sub-servicers retained by it and will    
have the right to remove a sub-servicer retained by it at any time it considers 
removal to be in the best interests of certificateholders.                      

  Unless otherwise provided in the related prospectus supplement, a master
servicer will be solely liable for all fees owed by it to any sub-servicer,     
irrespective of whether the master servicer's compensation pursuant to the      
related Pooling Agreement is sufficient to pay those fees. Each sub-servicer    
will be reimbursed by the master servicer that retained it for certain          
expenditures which it makes, generally to the same extent the master servicer   
would be reimbursed under a Pooling Agreement. See "--Certificate Account" and  
"--Servicing Compensation and Payment of Expenses" in this prospectus.          

SPECIAL SERVICERS                                                               

 To the extent so specified in the related prospectus supplement, one or
more special servicers may be a party to the related Pooling Agreement or may   
be appointed by the master servicer or another specified party. A special       
servicer for any series of certificates may be an affiliate of the Depositor or 
the master servicer. A special servicer may be entitled to any of the rights,   
and subject to any of the obligations, described in this prospectus in respect  
of a master servicer. The related prospectus supplement will describe the       
rights, obligations and compensation of any special servicer for a particular   
series of certificates. The master servicer will not be liable for the          
performance of a special servicer.                                              

CERTIFICATE ACCOUNT                                                             

   General. The master servicer, the trustee and/or a special servicer will,
as to each trust fund that includes mortgage loans, establish and maintain or   
cause to be established and maintained one or more separate accounts for the    
collection of payments on or in respect of those mortgage loans, which will be  
established so as to comply with the standards of each rating agency that has   
rated any one or more classes of certificates of the related series. A          
certificate account may be maintained as an interest-bearing or a               
non-interest-bearing account and the funds held in a certificate account may be 
invested pending each succeeding distribution date in United States government  
securities and other obligations that are acceptable to each rating agency that 
has rated any one or more classes of certificates of the related series         
("Permitted Investments"). Unless otherwise provided in the related prospectus  
supplement, any interest or other income earned on funds in a certificate       
account will be paid to the related master servicer, trustee or any special     
servicer as additional compensation. A certificate account may be maintained    
with the related master servicer, special servicer or Mortgage Asset Seller or  
with a depository institution that is an affiliate of any of the foregoing or   
of the Depositor, provided that it complies with applicable rating agency       
standards. If permitted by the applicable rating agency or agencies and so      
specified in the related prospectus supplement, a certificate account may       
contain funds                                                                   

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relating to more than one series of mortgage pass-through certificates and may  
contain other funds representing payments on mortgage loans owned by the        
related master servicer or any special servicer or serviced by either on behalf 
of others.                                                                      

  Deposits. Unless otherwise provided in the related Pooling Agreement and
described in the related prospectus supplement, a master servicer, trustee or   
special servicer will be required to deposit or cause to be deposited in the    
certificate account for each trust fund that includes mortgage loans, within a  
certain period following receipt (in the case of collections on or in respect   
of the mortgage loans) or otherwise as provided in the related Pooling          
Agreement, the following payments and collections received or made by the       
master servicer, the trustee or any special servicer subsequent to the cut-off  
date (other than payments due on or before the cut-off date):                   

   1. all payments on account of principal, including principal prepayments,
on the mortgage loans;                                          

     2. all payments on account of interest on the mortgage loans, including any
       default interest collected, in each case net of any portion retained by
the master servicer or any special servicer as its servicing    
compensation or as compensation to the trustee;                 

    3. all proceeds received under any hazard, title or other insurance policy
  that provides coverage with respect to a Mortgaged Property or the
related mortgage loan or in connection with the full or partial 
        condemnation of a Mortgaged Property (other than proceeds applied to the
  restoration of the property or released to the related borrower in
        accordance with the customary servicing practices of the master servicer
       (or, if applicable, a special servicer) and/or the terms and conditions
   of the related Mortgage) (collectively, "Insurance and Condemnation
    Proceeds") and all other amounts received and retained in connection
        with the liquidation of defaulted mortgage loans or property acquired by
        foreclosure or otherwise ("Liquidation Proceeds"), together with the net
       operating income (less reasonable reserves for future expenses) derived
    from the operation of any Mortgaged Properties acquired by the trust
fund through foreclosure or otherwise;                          

4. any amounts paid under any instrument or drawn from any fund that  
    constitutes credit support for the related series of certificates as
   described under "Description of Credit Support" in this prospectus;

5. any advances made as described under "Description of the           
       Certificates--Advances in Respect of Delinquencies" in this prospectus;

6. any amounts paid under any Cash Flow Agreement, as described under 
"Description of the Trust Funds--Cash Flow Agreements" in this  
prospectus;                                                     

    7. all proceeds of the purchase of any mortgage loan, or property acquired
   in respect of a mortgage loan, by the Depositor, any Mortgage Asset
        Seller or any other specified person as described under "--Assignment of
   Mortgage Loans; Repurchases" and "--Representations and Warranties;
    Repurchases" in this prospectus, all proceeds of the purchase of any
        defaulted mortgage loan as described under "--Realization Upon Defaulted
    Mortgage Loans" in this prospectus, and all proceeds of any mortgage
asset purchased as described under "Description of the          
    Certificates--Termination" in this prospectus (all of the foregoing,
also "Liquidation Proceeds");                                   

 8. any amounts paid by the master servicer to cover Prepayment Interest
       Shortfalls arising out of the prepayment of mortgage loans as described
under "--Servicing Compensation and Payment of Expenses" in this
prospectus;                                                     

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 9.  to the extent that this item does not constitute additional servicing
       compensation to the master servicer or a special servicer, any payments
    on account of modification or assumption fees, late payment charges,
Prepayment Premiums or Equity Participations with respect to the
mortgage loans;                                                 

 10. all payments required to be deposited in the certificate account with
respect to any deductible clause in any blanket insurance policy
 described under "--Hazard Insurance Policies" in this prospectus;

11. any amount required to be deposited by the master servicer or the   
 trustee in connection with losses realized on investments for the
     benefit of the master servicer or the trustee, as the case may be, of
funds held in the certificate account; and                      

    12. any other amounts required to be deposited in the certificate account as
      provided in the related Pooling Agreement and described in the related
prospectus supplement.                                          

 Withdrawals. Unless otherwise provided in the related Pooling Agreement
and described in the related prospectus supplement, a master servicer, trustee  
or special servicer may make withdrawals from the certificate account for each  
trust fund that includes mortgage loans for any of the following purposes:      

 1. to make distributions to the certificateholders on each distribution
date;                                                           

2. to pay the master servicer, the trustee or a special servicer any  
     servicing fees not previously retained by them out of payments on the
particular mortgage loans as to which those fees were earned;   

     3. to reimburse the master servicer, a special servicer, the trustee or any
     other specified person for any unreimbursed amounts advanced by it as
        described under "Description of the Certificates--Advances in Respect of
      Delinquencies" in this prospectus, the reimbursement to be made out of
        amounts received that were identified and applied by the master servicer
        or a special servicer, as applicable, as late collections of interest on
        and principal of the particular mortgage loans with respect to which the
   advances were made or out of amounts drawn under any form of credit
support with respect to those mortgage loans;                   

    4. to reimburse the master servicer, the trustee or a special servicer for
     unpaid servicing fees earned by it and certain unreimbursed servicing
        expenses incurred by it with respect to mortgage loans in the trust fund
and properties acquired in respect of the mortgage loans, the   
  reimbursement to be made out of amounts that represent Liquidation
 Proceeds and Insurance and Condemnation Proceeds collected on the
     particular mortgage loans and properties, and net income collected on
       the particular properties, with respect to which those fees were earned
      or those expenses were incurred or out of amounts drawn under any form
      of credit support with respect to those mortgage loans and properties;

 5. to reimburse the master servicer, a special servicer, the trustee or
     other specified person for any advances described in clause (3) above
        made by it and/or any servicing expenses referred to in clause (4) above
       incurred by it that, in the good faith judgment of the master servicer,
        special servicer, trustee or other specified person, as applicable, will
     not be recoverable from the amounts described in clauses (3) and (4),
    respectively, the reimbursement to be made from amounts collected on
     other mortgage loans in the same trust fund or, if so provided by the
 related Pooling Agreement and described in the related prospectus
      supplement, only from that portion of amounts collected on those other
        mortgage loans that is otherwise distributable on one or more classes of
Subordinate Certificates of the related series;                 

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 6. if described in the related prospectus supplement, to pay the master
       servicer, a special servicer, the trustee or any other specified person
      interest accrued on the advances described in clause (3) above made by
       it and the servicing expenses described in clause (4) above incurred by
it while they remain outstanding and unreimbursed;              

 7. if and as described in the related prospectus supplement, to pay for
    costs and expenses incurred by the trust fund for environmental site
assessments performed with respect to Mortgaged Properties that 
constitute security for defaulted mortgage loans, and for any   
      containment, clean-up or remediation of hazardous wastes and materials
present on those Mortgaged Properties;                          

   8. to reimburse the master servicer, the special servicer, the Depositor,
        or any of their respective directors, officers, employees and agents, as
     the case may be, for certain expenses, costs and liabilities incurred
   thereby, as described under "--Certain Matters Regarding the Master
Servicer and the Depositor" in this prospectus;                 

  9. if described in the related prospectus supplement, to pay the fees of
trustee;                                                        

 10. to reimburse the trustee or any of its directors, officers, employees
and agents, as the case may be, for certain expenses, costs and 
   liabilities incurred thereby, as described under "--Certain Matters
Regarding the Trustee" in this prospectus;                      

 11. if described in the related prospectus supplement, to pay the fees of
any provider of credit support;                                 

 12. if described in the related prospectus supplement, to reimburse prior
draws on any form of credit support;                            

13. to pay the master servicer, a special servicer or the trustee, as   
        appropriate, interest and investment income earned in respect of amounts
held in the certificate account as additional compensation;     

   14. to pay (generally from related income) for costs incurred in connection
        with the operation, management and maintenance of any Mortgaged Property
acquired by the trust fund by foreclosure or otherwise;         

15. if one or more elections have been made to treat the trust fund or  
     designated portions of the trust fund as a REMIC, to pay any federal,
state or local taxes imposed on the trust fund or its assets or 
transactions, as described under "Certain Federal Income Tax    
     Consequences--Federal Income Tax Consequences for REMIC Certificates"
       and "--Taxes That May Be Imposed on the REMIC Pool" in this prospectus;

   16. to pay for the cost of an independent appraiser or other expert in real
      estate matters retained to determine a fair sale price for a defaulted
    mortgage loan or a property acquired in respect a defaulted mortgage
loan in connection with the liquidation of that mortgage loan or
property;                                                       

   17. to pay for the cost of various opinions of counsel obtained pursuant to
    the related Pooling Agreement for the benefit of certificateholders;

    18. to make any other withdrawals permitted by the related Pooling Agreement
and described in the related prospectus supplement; and         

  19. to clear and terminate the certificate account upon the termination of
the trust fund.                                                 

MODIFICATIONS, WAIVERS AND AMENDMENTS OF MORTGAGE LOANS                         

   A master servicer or special servicer may agree to modify, waive or amend
any term of any mortgage loan serviced by it in a manner consistent with the    
applicable Servicing Standard. For example, the related prospectus supplement   
may provide that a mortgage loan may be amended to extend the maturity date or  
change the interest rate.                                                       

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REALIZATION UPON DEFAULTED MORTGAGE LOANS                                       

    A borrower's failure to make required mortgage loan payments may mean that
operating income is insufficient to service the mortgage debt, or may reflect   
the diversion of that income from the servicing of the mortgage debt. In        
addition, a borrower that is unable to make mortgage loan payments may also be  
unable to make timely payment of taxes and insurance premiums and to otherwise  
maintain the related Mortgaged Property. In general, the master servicer or the 
special servicer, if any, for a series of certificates will be required to      
monitor any mortgage loan in the related trust fund that is in default,         
evaluate whether the causes of the default can be corrected over a reasonable   
period without significant impairment of the value of the related Mortgaged     
Property, initiate corrective action in cooperation with the borrower if cure   
is likely, inspect the related Mortgaged Property and take any other actions as 
are consistent with the Servicing Standard. A significant period of time may    
elapse before the servicer is able to assess the success of the corrective      
action or the need for additional initiatives.                                  

  The time within which the servicer can make the initial determination of
appropriate action, evaluate the success of corrective action, develop          
additional initiatives, institute foreclosure proceedings and actually          
foreclose (or accept a deed to a Mortgaged Property in lieu of foreclosure) on  
behalf of the certificateholders may vary considerably depending on the         
particular mortgage loan, the Mortgaged Property, the borrower, the presence of 
an acceptable party to assume the mortgage loan and the laws of the             
jurisdiction in which the Mortgaged Property is located. If a borrower files a  
bankruptcy petition, the master servicer may not be permitted to accelerate the 
maturity of the related mortgage loan or to foreclose on the related Mortgaged  
Property for a considerable period of time, and that mortgage loan may be       
restructured in the resulting bankruptcy proceedings. See "Certain Legal        
Aspects of Mortgage Loans" in this prospectus.                                  

   The related prospectus supplement will describe the remedies available to
a servicer in connection with a default on a mortgage loan. Such remedies       
include instituting foreclosure proceedings, exercising any power of sale       
contained in mortgage, obtaining a deed in lieu of foreclosure or otherwise     
acquire title to the related Mortgaged Property, by operation of law or         
otherwise.                                                                      

HAZARD INSURANCE POLICIES                                                       

Unless otherwise specified in the related prospectus supplement, each 
Pooling Agreement will require the master servicer to cause each mortgage loan  
borrower to maintain a hazard insurance policy that provides for the coverage   
required under the related Mortgage or, if the Mortgage permits the mortgagee   
to dictate to the borrower the insurance coverage to be maintained on the       
related Mortgaged Property, the coverage consistent with the requirements of    
the Servicing Standard. Unless otherwise specified in the related prospectus    
supplement, the coverage generally will be in an amount equal to the lesser of  
the principal balance owing on that mortgage loan and the replacement cost of   
the related Mortgaged Property. The ability of a master servicer to assure that 
hazard insurance proceeds are appropriately applied may be dependent upon its   
being named as an additional insured under any hazard insurance policy and      
under any other insurance policy referred to below, or upon the extent to which 
information concerning covered losses is furnished by borrowers. All amounts    
collected by a master servicer under that policy (except for amounts to be      
applied to the restoration or repair of the Mortgaged Property or released to   
the borrower in accordance with the master servicer's normal servicing          
procedures and/or to the terms and conditions of the related Mortgage and       
Mortgage Note) will be deposited in the related certificate account. The        
Pooling Agreement may provide that the master servicer may satisfy its          
obligation to cause each borrower to maintain a hazard insurance policy by      
maintaining a blanket policy insuring against hazard losses on all of the       
mortgage loans in a trust fund. If the blanket policy contains a deductible     
clause, the master servicer will be required, in the event of a casualty        
covered by the blanket policy, to deposit in the related certificate account    
all sums that would have been deposited in that certificate account but for     
that deductible clause.                                                         

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   In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements of the property by fire,  
lightning, explosion, smoke, windstorm and hail, and riot, strike and civil     
commotion, subject to the conditions and exclusions specified in each policy.   
Although the policies covering the Mortgaged Properties will be underwritten by 
different insurers under different state laws in accordance with different      
applicable state forms, and therefore will not contain identical terms and      
conditions, most policies typically do not cover any physical damage resulting  
from war, revolution, governmental actions, floods and other water-related      
causes, earth movement (including earthquakes, landslides and mudflows), wet or 
dry rot, vermin, domestic animals and certain other kinds of risks.             
Accordingly, a Mortgaged Property may not be insured for losses arising from    
that cause unless the related Mortgage specifically requires, or permits the    
mortgagee to require, that coverage.                                            

The hazard insurance policies covering the Mortgaged Properties will  
typically contain co-insurance clauses that in effect require an insured at all 
times to carry insurance of a specified percentage, generally 80% to 90%, of    
the full replacement value of the improvements on the property in order to      
recover the full amount of any partial loss. If the insured's coverage falls    
below this specified percentage, those clauses generally provide that the       
insurer's liability in the event of partial loss does not exceed the lesser of  
(1) the replacement cost of the improvements less physical depreciation and (2) 
that proportion of the loss as the amount of insurance carried bears to the     
specified percentage of the full replacement cost of those improvements.        

DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS                                   

Certain of the mortgage loans may contain a due-on-sale clause that   
entitles the lender to accelerate payment of the mortgage loan upon any sale or 
other transfer of the related Mortgaged Property made without the lender's      
consent. Certain of the mortgage loans may also contain a due-on-encumbrance    
clause that entitles the lender to accelerate the maturity of the mortgage loan 
upon the creation of any other lien or encumbrance upon the Mortgaged Property. 
Unless otherwise provided in the related prospectus supplement, the master      
servicer will determine whether to exercise any right the trustee may have      
under that provision in a manner consistent with the Servicing Standard. Unless 
otherwise specified in the related prospectus supplement, the master servicer   
will be entitled to retain as additional servicing compensation any fee         
collected in connection with the permitted transfer of a Mortgaged Property.    
See "Certain Legal Aspects of Mortgage Loans--Due-on-Sale and                   
Due-on-Encumbrance" in this prospectus.                                         

SERVICING COMPENSATION AND PAYMENT OF EXPENSES                                  

   Unless otherwise specified in the related prospectus supplement, a master
servicer's primary servicing compensation with respect to a series of           
certificates will come from the periodic payment to it of a specified portion   
of the interest payments on each mortgage loan in the related trust fund.       
Because that compensation is generally based on a percentage of the principal   
balance of each mortgage loan outstanding from time to time, it will decrease   
in accordance with the amortization of the mortgage loans. The prospectus       
supplement with respect to a series of certificates may provide that, as        
additional compensation, the master servicer may retain all or a portion of     
late payment charges, Prepayment Premiums, modification fees and other fees     
collected from borrowers and any interest or other income that may be earned on 
funds held in the certificate account. Any sub-servicer will receive a portion  
of the master servicer's compensation as its sub-servicing compensation.        

   In addition to amounts payable to any sub-servicer, a master servicer may
be required, to the extent provided in the related prospectus supplement, to    
pay from amounts that represent its servicing compensation certain expenses     
incurred in connection with the administration of the related trust fund,       
including, without limitation, payment of the fees and disbursements of         
independent accountants and payment of expenses incurred in connection with     
distributions and                                                               

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reports to certificateholders. Certain other expenses, including certain        
expenses related to mortgage loan defaults and liquidations and, to the extent  
so provided in the related prospectus supplement, interest on those expenses at 
the rate specified in the prospectus supplement, and the fees of any special    
servicer, may be required to be borne by the trust fund.                        

    If provided in the related prospectus supplement, a master servicer may be
required to apply a portion of the servicing compensation otherwise payable to  
it in respect of any period to Prepayment Interest Shortfalls. See "Yield and   
Maturity Considerations--Certain Shortfalls in Collections of Interest" in this 
prospectus.                                                                     

EVIDENCE AS TO COMPLIANCE                                                       

Unless otherwise provided in the related prospectus supplement, each  
Pooling Agreement will require, on or before a specified date in each year, the 
master servicer to cause a firm of independent public accountants to furnish to 
the trustee a statement to the effect that, on the basis of the examination by  
that firm conducted substantially in compliance with either the Uniform Single  
Audit Program for Mortgage Bankers or the Audit Program for Mortgages serviced  
for FHLMC, the servicing by or on behalf of the master servicer of mortgage     
loans under pooling and servicing agreements substantially similar to each      
other (which may include that Pooling Agreement) was conducted through the      
preceding calendar year or other specified twelve month period in compliance    
with the terms of those agreements except for any significant exceptions or     
errors in records that, in the opinion of the firm, either the Audit Program    
for Mortgages serviced for FHLMC, or paragraph 4 of the Uniform Single Audit    
Program for Mortgage Bankers, requires it to report.                            

    Each Pooling Agreement will also require, on or before a specified date in
each year, the master servicer to furnish to the trustee a statement signed by  
one or more officers of the master servicer to the effect that the master       
servicer has fulfilled its material obligations under that Pooling Agreement    
throughout the preceding calendar year or other specified twelve month period.  

CERTAIN MATTERS REGARDING THE MASTER SERVICER AND THE DEPOSITOR                 

The related prospectus supplement will describe certain protections   
afforded to a servicer under the related Pooling Agreement. For example, the    
Pooling Agreement may permit the servicer to resign from its obligations under  
the Pooling Agreement provided certain conditions are met. In addition, the     
Pooling Agreement may provide that none of the master servicer, the Depositor   
or any director, officer, employee or agent of either of them will be under any 
liability to the related trust fund or certificateholders for any action taken, 
or not taken, in good faith pursuant to the Pooling Agreement or for errors in  
judgment. The Pooling Agreement may also provide that the master servicer, the  
Depositor and any director, officer, employee or agent of either of them will   
be entitled to indemnification by the related trust fund against any loss,      
liability or expense incurred in connection with any legal action that relates  
to the Pooling Agreement or the related series of certificates. In addition,    
the Pooling Agreement may provide that none of the servicer, special servicer   
or the depositor will be under any obligation to appear in, prosecute or defend 
any legal action that is not incidental to its responsibilities under the       
Pooling Agreement.                                                              

EVENTS OF DEFAULT                                                               

  Each prospectus supplement will describe the events which will trigger a
default (each an "Event of Default"). For example, the related prospectus       
supplement may provide that a default will occur if a servicer fails to make    
remittance as required under the Pooling Agreement, if a special servicer fails 
to make the required deposit, or if either the servicer or special servicer     
materially fails to perform any of its obligations contained in the related     
Pooling Agreement.                                                              

   The related prospectus supplement will describe the remedies available if
an Event of Default occurs with respect to the master servicer under a Pooling  
Agreement, which remedies may                                                   

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include the termination of all of the rights and obligations of the master      
servicer as master servicer under the Pooling Agreement.                        

AMENDMENT                                                                       

Unless otherwise specified in the related prospectus supplement, each 
Pooling Agreement may be amended, without the consent of any of the holders of  
the related series of certificates                                              

1. to cure any ambiguity,                                             

     2. to correct a defective provision in the Pooling Agreement or to correct,
        modify or supplement any of its provisions that may be inconsistent with
any other of its provisions,                                    

     3. to add any other provisions with respect to matters or questions arising
under the Pooling Agreement that are not inconsistent with its  
provisions,                                                     

4. to comply with any requirements imposed by the Code, or            

  5. for any other purpose specified in the related prospectus supplement;

provided that the amendment (other than an amendment for the specific purpose   
referred to in clause (4) above) may not (as evidenced by an opinion of counsel 
to an effect satisfactory to the trustee) adversely affect in any material      
respect the interests of any holder; and provided further that the amendment    
(other than an amendment for one of the specific purposes referred to in        
clauses (1) through (4) above) must be acceptable to each applicable rating     
agency.                                                                         

Unless otherwise specified in the related prospectus supplement, each 
Pooling Agreement may also be amended, with the consent of the holders of the   
related series of certificates entitled to not less than 51% (or other          
percentage specified in the related prospectus supplement) of the voting rights 
for that series allocated to the affected classes, for any purpose. However,    
unless otherwise specified in the related prospectus supplement, that amendment 
may not:                                                                        

 1. reduce in any manner the amount of, or delay the timing of, payments
received or advanced on mortgage loans that are required to be  
    distributed in respect of any certificate without the consent of the
holder of that certificate,                                     

     2. adversely affect in any material respect the interests of the holders of
        any class of certificates, in a manner other than as described in clause
   (1), without the consent of the holders of all certificates of that
class, or                                                       

  3. modify the amendment provisions of the Pooling Agreement described in
        this paragraph without the consent of the holders of all certificates of
the related series.                                             

Unless otherwise specified in the related prospectus supplement, the  
trustee will be prohibited from consenting to any amendment of a Pooling        
Agreement pursuant to which one or more REMIC elections are to be or have been  
made unless the trustee shall first have received an opinion of counsel to the  
effect that the amendment will not result in the imposition of a tax on the     
related trust fund or cause the related trust fund, or the designated portion,  
to fail to qualify as a REMIC at any time that the related certificates are     
outstanding.                                                                    

LIST OF CERTIFICATEHOLDERS                                                      

Unless otherwise specified in the related prospectus supplement, upon 
written request of three or more certificateholders of record made for purposes 
of communicating with other holders of certificates of the same series with     
respect to their rights under the related Pooling Agreement, the trustee or     
other specified person will afford those certificateholders access during       
normal business hours to the most recent list of certificateholders of that     
series held by that person. If that list is of a date more than 90 days prior   
to the date of receipt of that certificateholder's request, then that person,   
if not the registrar for that series of certificates, will be required to       
request from that registrar a current list and to afford those requesting       
certificateholders access thereto promptly upon receipt.                        

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THE TRUSTEE                                                                     

The trustee under each Pooling Agreement will be named in the related 
prospectus supplement. The commercial bank, national banking association,       
banking corporation or trust company that serves as trustee may have typical    
banking relationships with the Depositor and its affiliates and with any master 
servicer or special servicer and its affiliates.                                

DUTIES OF THE TRUSTEE                                                           

    The trustee for each series of certificates will make no representation as
to the validity or sufficiency of the related Pooling Agreement, the            
certificates or any underlying mortgage loan or related document and will not   
be accountable for the use or application by or on behalf of the master         
servicer for that series of any funds paid to the master servicer or any        
special servicer in respect of the certificates or the underlying mortgage      
loans, or any funds deposited into or withdrawn from the certificate account or 
any other account for that series by or on behalf of the master servicer or any 
special servicer. If no Event of Default has occurred and is continuing, the    
trustee for each series of certificates will be required to perform only those  
duties specifically required under the related Pooling Agreement. However, upon 
receipt of any of the various certificates, reports or other instruments        
required to be furnished to it pursuant to the related Pooling Agreement, a     
trustee will be required to examine those documents and to determine whether    
they conform to the requirements of that agreement.                             

CERTAIN MATTERS REGARDING THE TRUSTEE                                           

As described in the related prospectus supplement, the fees and normal
disbursements of any trustee may be the expense of the related master servicer  
or other specified person or may be required to be borne by the related trust   
fund.                                                                           

Unless otherwise specified in the related prospectus supplement, the  
trustee for each series of certificates will be entitled to indemnification,    
from amounts held in the certificate account for that series, for any loss,     
liability or expense incurred by the trustee in connection with the trustee's   
acceptance or administration of its trusts under the related Pooling Agreement. 
However, the indemnification will not extend to any loss, liability or expense  
that constitutes a specific liability imposed on the trustee pursuant to the    
related Pooling Agreement, or to any loss, liability or expense incurred by     
reason of willful misfeasance, bad faith or gross negligence on the part of the 
trustee in the performance of its obligations and duties under the Pooling      
Agreement, or by reason of its reckless disregard of those obligations or       
duties, or as may arise from a breach of any representation, warranty or        
covenant of the trustee made in the Pooling Agreement.                          

Unless otherwise specified in the related prospectus supplement, the  
trustee for each series of certificates will be entitled to execute any of its  
trusts or powers under the related Pooling Agreement or perform any of its      
duties under that Pooling Agreement either directly or by or through agents or  
attorneys, and the trustee will not be relieved of any of its duties or         
obligations by virtue of the appointment of any agents or attorneys.            

RESIGNATION AND REMOVAL OF THE TRUSTEE                                          

    A trustee will be permitted at any time to resign from its obligations and
duties under the related Pooling Agreement by giving written notice to the      
Depositor, the servicer, the special servicer and to all certificateholders.    
Upon receiving this notice of resignation, the Depositor, or other person as    
may be specified in the related prospectus supplement, will be required to use  
its best efforts to promptly appoint a successor trustee. If no successor       
trustee shall have accepted an appointment within a specified period after the  
giving of notice of resignation, the resigning trustee may petition any court   
of competent jurisdiction to appoint a successor trustee.                       

If at any time a trustee ceases to be eligible to continue as trustee 
under the related Pooling Agreement, or if at any time the trustee becomes      
incapable of acting, or if certain events of, or                                

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proceedings in respect of, bankruptcy or insolvency occur with respect to the   
trustee, the Depositor will be authorized to remove the trustee and appoint a   
successor trustee. In addition, holders of the certificates of any series       
entitled to at least 51% (or other percentage specified in the related          
prospectus supplement) of the voting rights for that series may at any time,    
with or without cause, remove the trustee under the related Pooling Agreement   
and appoint a successor trustee.                                                

Any resignation or removal of a trustee and appointment of a successor
trustee will not become effective until acceptance of appointment by the        
successor trustee.                                                              

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DESCRIPTION OF CREDIT SUPPORT 

GENERAL                                                                         

   Credit support may be provided with respect to one or more classes of the
certificates of any series, or with respect to the related mortgage assets.     
Credit support may be in the form of letters of credit, overcollateralization,  
the subordination of one or more classes of certificates, insurance policies,   
surety bonds, guarantees or reserve funds, or any combination of the foregoing. 
If so provided in the related prospectus supplement, any form of credit support 
may provide credit enhancement for more than one series of certificates to the  
extent described in that prospectus supplement.                                 

Unless otherwise provided in the related prospectus supplement for a  
series of certificates, the credit support will not provide protection against  
all risks of loss and will not guarantee payment to certificateholders of all   
amounts to which they are entitled under the related Pooling Agreement. If      
losses or shortfalls occur that exceed the amount covered by the related credit 
support or that are not covered by that credit support, certificateholders will 
bear their allocable share of deficiencies. Moreover, if a form of credit       
support covers more than one series of certificates, holders of certificates of 
one series will be subject to the risk that the credit support will be          
exhausted by the claims of the holders of certificates of one or more other     
series before the former receive their intended share of that coverage.         

If credit support is provided with respect to one or more classes of  
certificates of a series, or with respect to the related mortgage assets, the   
related prospectus supplement will include a description of                     

o  the nature and amount of coverage under the credit support,        

o  any conditions to payment under the credit support not otherwise   
described in this prospectus,                                   

o  any conditions under which the amount of coverage under the credit 
 support may be reduced and under which that credit support may be
terminated or replaced and                                      

o  the material provisions relating to the credit support.            

Additionally, the related prospectus supplement will set forth certain
information with respect to the obligor under any instrument of credit support, 
including                                                                       

o  a brief description of its principal business activities;          

o  its principal place of business, place of incorporation and the    
    jurisdiction under which it is chartered or licensed to do business,

     o  if applicable, the identity of regulatory agencies that exercise primary
jurisdiction over the conduct of its business and               

o  its total assets, and its stockholders' equity or policyholders'   
  surplus, if applicable, as of a date that will be specified in the
      prospectus supplement. See "Risk Factors--Credit Support May Not Cover
Losses" in this prospectus.                                     

SUBORDINATE CERTIFICATES                                                        

   If so specified in the related prospectus supplement, one or more classes
of certificates of a series may be Subordinate Certificates. To the extent      
specified in the related prospectus supplement, the rights of the holders of    
Subordinate Certificates to receive distributions from the certificate account  
on any distribution date will be subordinated to the corresponding rights of    
the holders of Senior Certificates. If so provided in the related prospectus    
supplement, the subordination of a class may apply only in the event of (or may 
be limited to) certain types of losses or shortfalls. The related prospectus    
supplement will set forth information concerning the method and amount of       
subordination provided by a class or classes of Subordinate Certificates in a   
series and the circumstances under which that subordination will be available.  

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CROSS-SUPPORT PROVISIONS                                                        

    If the mortgage assets in any trust fund are divided into separate groups,
each supporting a separate class or classes of certificates of the related      
series, credit support may be provided by cross-support provisions requiring    
that distributions be made on Senior Certificates evidencing interests in one   
group of mortgage assets prior to distributions on Subordinate Certificates     
evidencing interests in a different group of mortgage assets within the trust   
fund. The prospectus supplement for a series that includes a cross-support      
provision will describe the manner and conditions for applying those            
provisions.                                                                     

INSURANCE OR GUARANTEES WITH RESPECT TO MORTGAGE LOANS                          

   If so provided in the prospectus supplement for a series of certificates,
mortgage loans included in the related trust fund will be covered for certain   
default risks by insurance policies or guarantees. To the extent deemed by the  
Depositor to be material, a copy of that instrument will accompany the Current  
Report on Form 8-K to be filed with the SEC within 15 days of issuance of the   
certificates of the related series.                                             

LETTER OF CREDIT                                                                

   If so provided in the prospectus supplement for a series of certificates,
deficiencies in amounts otherwise payable on those certificates or certain      
classes of those certificates will be covered by one or more letters of credit, 
issued by a bank or financial institution specified in the prospectus           
supplement (the "L/C Bank"). Under a letter of credit, the L/C Bank will be     
obligated to honor draws under a letter of credit in an aggregate fixed dollar  
amount, net of unreimbursed payments, generally equal to a percentage specified 
in the related prospectus supplement of the aggregate principal balance of the  
mortgage assets on the related cut-off date or of the initial aggregate         
principal balance of one or more classes of certificates. If so specified in    
the related prospectus supplement, the letter of credit may permit draws only   
in the event of certain types of losses and shortfalls. The amount available    
under the letter of credit will, in all cases, be reduced to the extent of the  
unreimbursed payments under the letter of credit and may otherwise be reduced   
as described in the related prospectus supplement. The obligations of the L/C   
Bank under the letter of credit for each series of certificates will expire at  
the earlier of the date specified in the related prospectus supplement or the   
termination of the trust fund. A copy of that letter of credit will accompany   
the Current Report on Form 8-K to be filed with the SEC within 15 days of       
issuance of the certificates of the related series.                             

CERTIFICATE INSURANCE AND SURETY BONDS                                          

   If so provided in the prospectus supplement for a series of certificates,
insurance policies and/or surety bonds provided by one or more insurance        
companies or sureties of the insurance companies will cover deficiencies in     
amounts otherwise payable on those certificates or certain classes. Those       
instruments may cover, with respect to one or more classes of certificates of   
the related series, timely distributions of interest and/or full distributions  
of principal on the basis of a schedule of principal distributions set forth in 
or determined in the manner specified in the related prospectus supplement. The 
related prospectus supplement will describe any limitations on the draws that   
may be made under that instrument. A copy of that instrument will accompany the 
Current Report on Form 8-K to be filed with the SEC within 15 days of issuance  
of the certificates of the related series.                                      

RESERVE FUNDS                                                                   

   If so provided in the prospectus supplement for a series of certificates,
deficiencies in amounts otherwise payable on those certificates or certain      
classes of those certificates will be covered, to the extent of available       
funds, by one or more reserve funds in which cash, a letter of credit,          
short-term debt obligations, a demand note or a combination of those features   
will be                                                                         

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deposited, in the amounts specified in the prospectus supplement. If so         
specified in the related prospectus supplement, the reserve fund for a series   
may also be funded over time by a specified amount of the collections received  
on the related mortgage assets.                                                 

Amounts on deposit in any reserve fund for a series, together with the
reinvestment income on those amounts, if any, will be applied for the purposes, 
in the manner, specified in the related prospectus supplement. If so specified  
in the related prospectus supplement, reserve funds may be established to       
provide protection only against certain types of losses and shortfalls.         
Following each distribution date, amounts in a reserve fund in excess of any    
amount required to be maintained in that reserve fund may be released from it   
under the conditions specified in the related prospectus supplement.            

    If so specified in the related prospectus supplement, amounts deposited in
any reserve fund will be invested in short-term debt obligations. Unless        
otherwise specified in the related prospectus supplement, any reinvestment      
income or other gain from those investments will be credited to the related     
reserve fund for that series, and any loss resulting from those investments     
will be charged to that reserve fund. However, that income may be payable to    
any related master servicer or another service provider as additional           
compensation for its services. The reserve fund, if any, for a series will not  
be a part of the trust fund unless otherwise specified in the related           
prospectus supplement.                                                          

CREDIT SUPPORT WITH RESPECT TO MBS                                              

   If so provided in the prospectus supplement for a series of certificates,
any MBS included in the related trust fund and/or the related underlying        
mortgage loans may be covered by one or more of the types of credit support     
described in this prospectus. The related prospectus supplement will specify,   
as to each form of credit support, the information indicated above with respect 
to the credit support for each series, to the extent that information is        
material and available.                                                         

 CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS

The following discussion contains general summaries of certain legal  
aspects of loans secured by commercial and multifamily residential properties.  
Because those legal aspects are governed by applicable state law, which laws    
may differ substantially, the summaries do not purport to be complete, to       
reflect the laws of any particular state, or to encompass the laws of all       
states in which the security for the mortgage loans, or mortgage loans          
underlying any MBS, is situated. Accordingly, the summaries are qualified in    
their entirety by reference to the applicable laws of those states. See         
"Description of the Trust Funds--Mortgage Loans" in this prospectus.            

GENERAL                                                                         

Each mortgage loan will be evidenced by a promissory note or bond and 
secured by an instrument granting a security interest in real property, which   
may be a mortgage, deed of trust or a deed to secure debt, depending upon the   
prevailing practice and law in the state in which the related Mortgaged         
Property is located. Mortgages, deeds of trust and deeds to secure debt are in  
this prospectus collectively referred to as "mortgages." A mortgage creates a   
lien upon, or grants a title interest in, the real property covered thereby,    
and represents the security for the repayment of the indebtedness customarily   
evidenced by a promissory note. The priority of the lien created or interest    
granted will depend on the terms of the mortgage and, in some cases, on the     
terms of separate subordination agreements or intercreditor agreements with     
others that hold interests in the real property, the knowledge of the parties   
to the mortgage and, generally, the order of recordation of the mortgage in the 
appropriate public recording office. However, the lien of a recorded mortgage   
will generally be subordinate to later-arising liens for real estate taxes and  
assessments and other charges imposed under governmental police powers.         

TYPES OF MORTGAGE INSTRUMENTS                                                   

  There are two parties to a mortgage: a mortgagor who is the borrower and
usually the owner of the subject property, and a mortgagee, who is the lender.  
In contrast, a deed of trust is                                                 

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a three-party instrument, among a trustor who is the equivalent of a borrower,  
a trustee to whom the real property is conveyed, and a beneficiary, who is the  
lender, for whose benefit the conveyance is made. Under a deed of trust, the    
trustor grants the property, irrevocably until the debt is paid, in trust and   
generally with a power of sale, to the trustee to secure repayment of the       
indebtedness evidenced by the related mortgage note. A deed to secure debt      
typically has two parties. The grantor (the borrower) conveys title to the real 
property to the grantee (the lender) generally with a power of sale, until the  
time the debt is repaid. In a case where the borrower is a land trust, there    
would be an additional party because a land trustee holds legal title to the    
property under a land trust agreement for the benefit of the borrower. At       
origination of a mortgage loan involving a land trust, the borrower executes a  
separate undertaking to make payments on the mortgage note. The mortgagee's     
authority under a mortgage, the trustee's authority under a deed of trust and   
the grantee's authority under a deed to secure debt are governed by the express 
provisions of the related instrument, the law of the state in which the real    
property is located, certain federal laws (including, without limitation, the   
Soldiers' and Sailors' Civil Relief Act of 1940) and, in some deed of trust     
transactions, the directions of the beneficiary.                                

LEASES AND RENTS                                                                

Mortgages that encumber income-producing property often contain an    
assignment of rents and leases, pursuant to which the borrower assigns to the   
lender the borrower's right, title and interest as landlord under each lease    
and the income derived therefrom, while, unless rents are to be paid directly   
to the lender, retaining a revocable license to collect the rents for so long   
as there is no default. If the borrower defaults, the license terminates and    
the lender is entitled to collect the rents. Local law may require that the     
lender take possession of the property and/or obtain a court-appointed receiver 
before becoming entitled to collect the rents.                                  

In most states, hotel and motel room revenue are considered accounts  
receivable under the Uniform Commercial Code, also known as the UCC, in cases   
where hotels or motels constitute loan security, the borrower as additional     
security for the loan generally pledges the revenue. In general, the lender     
must file financing statements in order to perfect its security interest in the 
revenue and must file continuation statements, generally every five years, to   
maintain perfection of that security interest. Even if the lender's security    
interest in room revenue is perfected under the UCC, it may be required to      
commence a foreclosure action or otherwise take possession of the property in   
order to collect the room revenue following a default. See "--Bankruptcy Laws"  
below.                                                                          

PERSONALTY                                                                      

    In the case of certain types of mortgaged properties, for instance hotels,
motels and nursing homes, personal property (to the extent owned by the         
borrower and not previously pledged) may constitute a significant portion of    
the property's value as security. The creation and enforcement of liens on      
personal property are governed by the UCC. Accordingly, if a borrower pledges   
personal property as security for a mortgage loan, the lender generally must    
file UCC financing statements in order to perfect its security interest in that 
personal property, and must file continuation statements, generally every five  
years, to maintain that perfection.                                             

FORECLOSURE                                                                     

General. Foreclosure is a legal procedure that allows the lender to   
recover its mortgage debt by enforcing its rights and available legal remedies  
under the mortgage. If the borrower defaults in payment or performance of its   
obligations under the mortgage note or mortgage, the lender has the right to    
institute foreclosure proceedings to sell the real property at public auction   
to satisfy the indebtedness.                                                    

 Foreclosure procedures vary from state to state. Two primary methods of
foreclosing a mortgage are judicial foreclosure, involving court proceedings,   
and non-judicial foreclosure                                                    

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pursuant to a power of sale granted in the mortgage instrument. Other           
foreclosure procedures are available in some states, but they are either        
infrequently used or available only in limited circumstances.                   

A foreclosure action is subject to most of the delays and expenses of 
other lawsuits if defenses are raised or counterclaims are interposed, and      
sometimes requires several years to complete. Moreover, as discussed below,     
even a non-collusive, regularly conducted foreclosure sale may be challenged as 
a fraudulent conveyance, regardless of the parties' intent, if a court          
determines that the sale was for less than fair consideration and that the sale 
occurred while the borrower was insolvent and within a specified period prior   
to the borrower's filing for bankruptcy protection.                             

   Judicial Foreclosure. A judicial foreclosure proceeding is conducted in a
court having jurisdiction over the Mortgaged Property. Generally, the action is 
initiated by the service of legal pleadings upon all parties having a           
subordinate interest of record in the real property and all parties in          
possession of the property, under leases or otherwise, whose interests are      
subordinate to the mortgage. Delays in completion of the foreclosure may        
occasionally result from difficulties in locating defendants. When the lender's 
right to foreclose is contested, the legal proceedings can be time-consuming.   
Upon successful completion of a judicial foreclosure proceeding, the court      
generally issues a judgment of foreclosure and appoints a referee or other      
officer to conduct a public sale of the Mortgaged Property, the proceeds of     
which are used to satisfy the judgment. Those sales are made in accordance with 
procedures that vary from state to state.                                       

Equitable Limitations on Enforceability of Certain Provisions. United 
States courts have traditionally imposed general equitable principles to limit  
the remedies available to lenders in foreclosure actions. These principles are  
generally designed to relieve borrowers from the effects of mortgage defaults   
perceived as harsh or unfair. Relying on those principles, a court may alter    
the specific terms of a loan to the extent it considers necessary to prevent or 
remedy an injustice, undue oppression or overreaching, or may require the       
lender to undertake affirmative actions to determine the cause of the           
borrower's default and the likelihood that the borrower will be able to         
reinstate the loan. In some cases, courts have substituted their judgment for   
the lenders and have required that lenders reinstate loans or recast payment    
schedules in order to accommodate borrowers who are suffering from a temporary  
financial disability. In other cases, courts have limited the right of the      
lender to foreclose in the case of a non-monetary default, such as a failure to 
adequately maintain the mortgaged property or an impermissible further          
encumbrance of the mortgaged property. Finally, some courts have addressed the  
issue of whether federal or state constitutional provisions reflecting due      
process concerns for adequate notice require that a borrower receive notice in  
addition to statutorily-prescribed minimum notice. For the most part, these     
cases have upheld the reasonableness of the notice provisions or have found     
that a public sale under a mortgage providing for a power of sale does not      
involve sufficient state action to trigger constitutional protections.          

   Non-Judicial Foreclosure/Power of Sale. Foreclosure of a deed of trust is
generally accomplished by a non-judicial trustee's sale pursuant to a power of  
sale typically granted in the deed of trust. A power of sale may also be        
contained in any other type of mortgage instrument if applicable law so         
permits. A power of sale under a deed of trust allows a non-judicial public     
sale to be conducted generally following a request from the beneficiary/lender  
to the trustee to sell the property upon default by the borrower and after      
notice of sale is given in accordance with the terms of the mortgage and        
applicable state law. In some states, prior to that sale, the trustee under the 
deed of trust must record a notice of default and notice of sale and send a     
copy to the borrower and to any other party who has recorded a request for a    
copy of a notice of default and notice of sale. In addition, in some states the 
trustee must provide notice to any other party having an interest of record in  
the real property, including junior lienholders. A notice of sale must be       
posted in a public place and, in most states, published for a specified period  
of time in one or more newspapers. The borrower or junior lienholder may then   
have the right, during a reinstatement period required in some states, to cure  
the default by paying the entire actual amount in arrears (without regard to    
the acceleration of the indebtedness), plus the lender's                        

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expenses incurred in enforcing the obligation. In other states, the borrower or 
the junior lienholder is not provided a period to reinstate the loan, but has   
only the right to pay off the entire debt to prevent the foreclosure sale.      
Generally, state law governs the procedure for public sale, the parties         
entitled to notice, the method of giving notice and the applicable time         
periods.                                                                        

Public Sale. A third party may be unwilling to purchase a mortgaged   
property at a public sale because of the difficulty in determining the value of 
that property at the time of sale, due to, among other things, redemption       
rights which may exist and the possibility of physical deterioration of the     
property during the foreclosure proceedings. Potential buyers may be reluctant  
to purchase property at a foreclosure sale as a result of the 1980 decision of  
the United States Court of Appeals for the Fifth Circuit in Durrett v.          
Washington National Insurance Company and other decisions that have followed    
its reasoning. The court in Durrett held that even a non-collusive, regularly   
conducted foreclosure sale was a fraudulent transfer under the federal          
bankruptcy code, as amended from time to time (11 U.S.C.) (the "Bankruptcy      
Code") and, thus, could be rescinded in favor of the bankrupt's estate, if (1)  
the foreclosure sale was held while the debtor was insolvent and not more than  
one year prior to the filing of the bankruptcy petition and (2) the price paid  
for the foreclosed property did not represent "fair consideration," which is    
"reasonably equivalent value" under the Bankruptcy Code. Although the reasoning 
and result of Durrett in respect of the Bankruptcy Code was rejected by the     
United States Supreme Court in May 1994, the case could nonetheless be          
persuasive to a court applying a state fraudulent conveyance law which has      
provisions similar to those construed in Durrett. For these reasons, it is      
common for the lender to purchase the mortgaged property for an amount equal to 
the lesser of fair market value and the underlying debt and accrued and unpaid  
interest plus the expenses of foreclosure. Generally, state law controls the    
amount of foreclosure costs and expenses which may be recovered by a lender.    
Thereafter, subject to the mortgagor's right in some states to remain in        
possession during a redemption period, if applicable, the lender will become    
the owner of the property and have both the benefits and burdens of ownership   
of the mortgaged property. For example, the lender will have the obligation to  
pay debt service on any senior mortgages, to pay taxes, obtain casualty         
insurance and to make those repairs at its own expense as are necessary to      
render the property suitable for sale. Frequently, the lender employs a third   
party management company to manage and operate the property. The costs of       
operating and maintaining a commercial or multifamily residential property may  
be significant and may be greater than the income derived from that property.   
The costs of management and operation of those mortgaged properties which are   
hotels, motels or restaurants or nursing or convalescent homes or hospitals may 
be particularly significant because of the expertise, knowledge and, with       
respect to nursing or convalescent homes or hospitals, regulatory compliance,   
required to run those operations and the effect which foreclosure and a change  
in ownership may have on the public's and the industry's, including             
franchisors', perception of the quality of those operations. The lender will    
commonly obtain the services of a real estate broker and pay the broker's       
commission in connection with the sale of the property. Depending upon market   
conditions, the ultimate proceeds of the sale of the property may not equal the 
amount of the mortgage against the property. Moreover, a lender commonly incurs 
substantial legal fees and court costs in acquiring a mortgaged property        
through contested foreclosure and/or bankruptcy proceedings. Furthermore, a few 
states require that any environmental contamination at certain types of         
properties be cleaned up before a property may be resold. In addition, a lender 
may be responsible under federal or state law for the cost of cleaning up a     
mortgaged property that is environmentally contaminated. See "--Environmental   
Risks" below. Generally state law controls the amount of foreclosure expenses   
and costs, including attorneys' fees, that may be recovered by a lender.        

 The holder of a junior mortgage that forecloses on a mortgaged property
does so subject to senior mortgages and any other prior liens, and may be       
obliged to keep senior mortgage loans current in order to avoid foreclosure of  
its interest in the property. In addition, if the foreclosure of a junior       
mortgage triggers the enforcement of a "due-on-sale" clause contained in a      
senior                                                                          

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mortgage, the junior mortgagee could be required to pay the full amount of the  
senior mortgage indebtedness or face foreclosure.                               

  Rights of Redemption. The purposes of a foreclosure action are to enable
the lender to realize upon its security and to bar the borrower, and all        
persons who have interests in the property that are subordinate to that of the  
foreclosing lender, from exercise of their "equity of redemption." The doctrine 
of equity of redemption provides that, until the property encumbered by a       
mortgage has been sold in accordance with a properly conducted foreclosure and  
foreclosure sale, those having interests that are subordinate to that of the    
foreclosing lender have an equity of redemption and may redeem the property by  
paying the entire debt with interest. Those having an equity of redemption must 
generally be made parties and joined in the foreclosure proceeding in order for 
their equity of redemption to be terminated.                                    

The equity of redemption is a common-law (non-statutory) right which  
should be distinguished from post-sale statutory rights of redemption. In some  
states, after sale pursuant to a deed of trust or foreclosure of a mortgage,    
the borrower and foreclosed junior lienors are given a statutory period in      
which to redeem the property. In some states, statutory redemption may occur    
only upon payment of the foreclosure sale price. In other states, redemption    
may be permitted if the former borrower pays only a portion of the sums due.    
The effect of a statutory right of redemption is to diminish the ability of the 
lender to sell the foreclosed property because the exercise of a right of       
redemption would defeat the title of any purchaser through a foreclosure.       
Consequently, the practical effect of the redemption right is to force the      
lender to maintain the property and pay the expenses of ownership until the     
redemption period has expired. In some states, a post-sale statutory right of   
redemption may exist following a judicial foreclosure.                          

Anti-Deficiency Legislation. Some or all of the mortgage loans may be 
nonrecourse loans, as to which recourse in the case of default will be limited  
to the Mortgaged Property and those other assets, if any, that were pledged to  
secure the mortgage loan. However, even if a mortgage loan by its terms         
provides for recourse to the borrower's other assets, a lender's ability to     
realize upon those assets may be limited by state law. For example, in some     
states a lender cannot obtain a deficiency judgment against the borrower        
following foreclosure or sale under a deed of trust. A deficiency judgment is a 
personal judgment against the former borrower equal to the difference between   
the net amount realized upon the public sale of the real property and the       
amount due to the lender. Other statutes may require the lender to exhaust the  
security afforded under a mortgage before bringing a personal action against    
the borrower. In certain other states, the lender has the option of bringing a  
personal action against the borrower on the debt without first exhausting that  
security; however, in some of those states, the lender, following judgment on   
that personal action, may be deemed to have elected a remedy and thus may be    
precluded from foreclosing upon the security. Consequently, lenders in those    
states where an election of remedy provision exists will usually proceed first  
against the security. Finally, other statutory provisions, designed to protect  
borrowers from exposure to large deficiency judgments that might result from    
bidding at below-market values at the foreclosure sale, limit any deficiency    
judgment to the excess of the outstanding debt over the fair market value of    
the property at the time of the sale.                                           

Leasehold Risks. Mortgage loans may be secured by a mortgage on the   
borrower's leasehold interest in a ground lease. Leasehold mortgage loans are   
subject to certain risks not associated with mortgage loans secured by a lien   
on the fee estate of the borrower. The most significant of these risks is that  
if the borrower's leasehold were to be terminated upon a lease default, the     
leasehold mortgagee would lose its security. This risk may be lessened if the   
ground lease requires the lessor to give the leasehold mortgagee notices of     
lessee defaults and an opportunity to cure them, permits the leasehold estate   
to be assigned to and by the leasehold mortgagee or the purchaser at a          
foreclosure sale, and contains certain other protective provisions typically    
included in a "mortgageable" ground lease.                                      

  Cooperative Shares. Mortgage loans may be secured by a security interest
on the borrower's ownership interest in shares, and the proprietary leases      
appurtenant thereto,                                                            

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allocable to cooperative dwelling units that may be vacant or occupied by       
non-owner tenants. Those loans are subject to certain risks not associated with 
mortgage loans secured by a lien on the fee estate of a borrower in real        
property. This kind of loan typically is subordinate to the mortgage, if any,   
on the Cooperative's building which, if foreclosed, could extinguish the equity 
in the building and the proprietary leases of the dwelling units derived from   
ownership of the shares of the Cooperative. Further, transfer of shares in a    
Cooperative are subject to various regulations as well as to restrictions under 
the governing documents of the Cooperative, and the shares may be cancelled in  
the event that associated maintenance charges due under the related proprietary 
leases are not paid. Typically, a recognition agreement between the lender and  
the Cooperative provides, among other things, the lender with an opportunity to 
cure a default under a proprietary lease.                                       

Under the laws applicable in many states, "foreclosure" on Cooperative
shares is accomplished by a sale in accordance with the provisions of Article 9 
of the UCC and the security agreement relating to the shares. Article 9 of the  
UCC requires that a sale be conducted in a "commercially reasonable" manner,    
which may be dependent upon, among other things, the notice given the debtor    
and the method, manner, time, place and terms of the sale. Article 9 of the UCC 
provides that the proceeds of the sale will be applied first to pay the costs   
and expenses of the sale and then to satisfy the indebtedness secured by the    
lender's security interest. A recognition agreement, however, generally         
provides that the lender's right to reimbursement is subject to the right of    
the Cooperative to receive sums due under the proprietary leases.               

BANKRUPTCY LAWS                                                                 

 The Bankruptcy Code and related state laws may interfere with or affect
the ability of a lender to realize upon collateral and/or to enforce a          
deficiency judgment. For example, under the Bankruptcy Code, virtually all      
actions (including foreclosure actions and deficiency judgment proceedings) are 
automatically stayed upon the filing of the bankruptcy petition, and, usually,  
no interest or principal payments are made during the course of the bankruptcy  
case. The delay and the consequences of a delay caused by an automatic stay can 
be significant. Also, under the Bankruptcy Code, the filing of a petition in    
bankruptcy by or on behalf of a junior lienor may stay the senior lender from   
taking action to foreclose out a junior lien.                                   

Under the Bankruptcy Code, provided certain substantive and procedural
safeguards for the lender are met, the amount and terms of a mortgage secured   
by property of the debtor may be modified. In addition under certain            
circumstances, the outstanding amount of the loan secured by the real property  
may be reduced to the then-current value of the property (with a corresponding  
partial reduction of the amount of the lender's security interest) pursuant to  
a confirmed plan or lien avoidance proceeding, thus leaving the lender a        
general unsecured creditor for the difference between the value and the         
outstanding balance of the loan. Other modifications may include the reduction  
in the amount of each scheduled payment, which reduction may result from a      
reduction in the rate of interest and/or the alteration of the repayment        
schedule (with or without affecting the unpaid principal balance of the loan),  
and/or an extension (or reduction) of the final maturity date. Some courts have 
approved bankruptcy plans, based on the particular facts of the reorganization  
case, that effected the curing of a mortgage loan default by paying arrearages  
over a number of years. Also, under federal bankruptcy law, a bankruptcy court  
may permit a debtor through its rehabilitative plan to de-accelerate a secured  
loan and to reinstate the loan even though the lender accelerated the mortgage  
loan and final judgment of foreclosure had been entered in state court          
(provided no sale of the property had yet occurred) prior to the filing of the  
debtor's petition. If this is done the full amount due under the original loan  
may never repaid.                                                               

   The Bankruptcy Code has been amended to provide that a lender's perfected
pre-petition security interest in leases, rents and hotel revenues continues in 
the post-petition leases, rents and hotel revenues, unless a bankruptcy court   
orders to the contrary "based on the equities of the case." Thus, unless a      
court orders otherwise, revenues from a mortgaged property generated after the  
date the bankruptcy petition is filed will normally constitute "cash            
collateral" under the                                                           

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Bankruptcy Code. Debtors may only use cash collateral upon obtaining the        
lender's consent or a prior court order finding that the lender's interest in   
the mortgaged property and the cash collateral is "adequately protected" as the 
term is defined and interpreted under the Bankruptcy Code. It should be noted,  
however, that the court may find that the lender has no security interest in    
either pre-petition or post-petition revenues if the court finds that the loan  
documents do not contain language covering accounts, room rents, or other forms 
of personalty necessary for a security interest to attach to hotel revenues.    

    Federal bankruptcy law provides generally that rights and obligation under
an unexpired lease of the debtor/lessee may not be terminated or modified at    
any time after the commencement of a case under the Bankruptcy Code solely      
because of a provision in the lease to that effect or because of certain other  
similar events. This prohibition on so-called "ipso facto clauses" could limit  
the ability of the trustee to exercise certain contractual remedies with        
respect to the leases on any mortgaged property. In addition, Section 362 of    
the Bankruptcy Code operates as an automatic stay of, among other things, any   
act to obtain possession of property from a debtor's estate, which may delay a  
trustee's exercise of those remedies in the event that a lessee becomes the     
subject of a proceeding under the Bankruptcy Code. For example, a mortgagee     
would be stayed from enforcing an assignment of the lease by a borrower related 
to a mortgaged property if the related borrower was in a bankruptcy proceeding. 
The legal proceedings necessary to resolve the issues could be time-consuming   
and might result in significant delays in the receipt of the assigned rents.    
Similarly, the filing of a petition in bankruptcy by or on behalf of a lessee   
of a mortgaged property would result in a stay against the commencement or      
continuation of any state court proceeding for past due rent, for accelerated   
rent, for damages or for a summary eviction order with respect to a default     
under the related lease that occurred prior to the filing of the lessee's       
petition. Rents and other proceeds of a mortgage loan may also escape an        
assignment if the assignment is not fully perfected under state law prior to    
commencement of the bankruptcy proceeding.                                      

In addition, the Bankruptcy Code generally provides that a trustee or 
debtor-in-possession may, subject to approval of the court, (a) assume the      
lease and retain it or assign it to a third party or (b) reject the lease. If   
the lease is assumed, the trustee in bankruptcy on behalf of the lessee, or the 
lessee as debtor-in-possession, or the assignee, if applicable, must cure any   
defaults under the lease, compensate the lessor for its losses and provide the  
lessor with "adequate assurance" of future performance. However, these remedies 
may, in fact, be insufficient and the lessor may be forced to continue under    
the lease with a lessee that is a poor credit risk or an unfamiliar tenant if   
the lease was assigned. If the lease is rejected, the rejection generally       
constitutes a breach of the executory contract or unexpired lease immediately   
before the date of filing the petition. As a consequence, the other party or    
parties to the lease, such as the borrower, as lessor under a lease, would have 
only an unsecured claim against the debtor for damages resulting from the       
breach, which could adversely affect the security for the related mortgage      
loan. In addition, pursuant to Section 502(b)(6) of the Bankruptcy Code, a      
lessor's damages for lease rejection in respect of future rent installments are 
limited to the rent reserved by the lease, without acceleration, for the        
greater of one year or 15 percent, not to exceed three years, of the remaining  
term of the lease.                                                              

If a trustee in bankruptcy on behalf of a lessor, or a lessor as      
debtor-in-possession, rejects an unexpired lease of real property, the lessee   
may treat the lease as terminated by the rejection or, in the alternative, the  
lessee may remain in possession of the leasehold for the balance of the term    
and for any renewal or extension of the term that is enforceable by the lessee  
under applicable nonbankruptcy law. The Bankruptcy Code provides that if a      
lessee elects to remain in possession after a rejection of a lease, the lessee  
may offset against rents reserved under the lease for the balance of the term   
after the date of rejection of the lease, and the related renewal or extension  
of the lease, any damages occurring after that date caused by the               
nonperformance of any obligation of the lessor under the lease after that date. 

  In a bankruptcy or similar proceeding of a borrower, action may be taken
seeking the recovery, as a preferential transfer or on other grounds, of any    
payments made by the borrower,                                                  

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or made directly by the related lessee, under the related mortgage loan to the  
trust fund. Payments on long-term debt may be protected from recovery as        
preferences if they are payments in the ordinary course of business made on     
debts incurred in the ordinary course of business. Whether any particular       
payment would be protected depends upon the facts specific to a particular      
transaction.                                                                    

A trustee in bankruptcy, in some cases, may be entitled to collect its
costs and expenses in preserving or selling the mortgaged property ahead of     
payment to the lender. In certain circumstances, a debtor in bankruptcy may     
have the power to grant liens senior to the lien of a mortgage, and analogous   
state statutes and general principles of equity may also provide a borrower     
with means to halt a foreclosure proceeding or sale and to force a              
restructuring of a mortgage loan on terms a lender would not otherwise accept.  
Moreover, the laws of certain states also give priority to certain tax liens    
over the lien of a mortgage or deed of trust. Under the Bankruptcy Code, if the 
court finds that actions of the mortgagee have been unreasonable, the lien of   
the related mortgage may be subordinated to the claims of unsecured creditors.  

  Certain of the borrowers may be partnerships. The laws governing limited
partnerships in certain states provide that the commencement of a case under    
the Bankruptcy Code with respect to a general partner will cause a person to    
cease to be a general partner of the limited partnership, unless otherwise      
provided in writing in the limited partnership agreement. This provision may be 
construed as an "ipso facto" clause and, in the event of the general partner's  
bankruptcy, may not be enforceable. Certain limited partnership agreements of   
the borrowers may provide that the commencement of a case under the Bankruptcy  
Code with respect to the related general partner constitutes an event of        
withdrawal (assuming the enforceability of the clause is not challenged in      
bankruptcy proceedings or, if challenged, is upheld) that might trigger the     
dissolution of the limited partnership, the winding up of its affairs and the   
distribution of its assets, unless (i) at the time there was at least one other 
general partner and the written provisions of the limited partnership permit    
the business of the limited partnership to be carried on by the remaining       
general partner and that general partner does so or (ii) the written provisions 
of the limited partnership agreement permit the limited partners to agree       
within a specified time frame (often 60 days) after the withdrawal to continue  
the business of the limited partnership and to the appointment of one or more   
general partners and the limited partners do so. In addition, the laws          
governing general partnerships in certain states provide that the commencement  
of a case under the Bankruptcy Code or state bankruptcy laws with respect to a  
general partner of the partnerships triggers the dissolution of the             
partnership, the winding up of its affairs and the distribution of its assets.  
Those state laws, however, may not be enforceable or effective in a bankruptcy  
case. The dissolution of a borrower, the winding up of its affairs and the      
distribution of its assets could result in an acceleration of its payment       
obligation under the borrower's mortgage loan, which may reduce the yield on    
the certificates in the same manner as a principal prepayment.                  

In addition, the bankruptcy of the general or limited partner of a    
borrower that is a partnership, or the bankruptcy of a member of a borrower     
that is a limited liability company or the bankruptcy of a shareholder of a     
borrower that is a corporation may provide the opportunity in the bankruptcy    
case of the partner, member or shareholder to obtain an order from a court      
consolidating the assets and liabilities of the partner, member or shareholder  
with those of the mortgagor pursuant to the doctrines of substantive            
consolidation or piercing the corporate veil. In such a case, the respective    
mortgaged property, for example, would become property of the estate of the     
bankrupt partner, member or shareholder. Not only would the mortgaged property  
be available to satisfy the claims of creditors of the partner, member or       
shareholder, but an automatic stay would apply to any attempt by the trustee to 
exercise remedies with respect to the mortgaged property. However, such an      
occurrence should not affect the trustee's status as a secured creditor with    
respect to the mortgagor or its security interest in the mortgaged property.    

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ENVIRONMENTAL RISKS                                                             

 Real property pledged as security for a mortgage loan may be subject to
certain environmental risks. Under federal law, including the Comprehensive     
Environmental Response, Compensation, and Liability Act of 1980, as amended     
(also known as "CERCLA") and the laws of certain states, failure to perform the 
remediation required or demanded by the state or federal government of any      
condition or circumstance that                                                  

     o  may pose an imminent or substantial endangerment to the public health or
welfare or the environment,                                     

     o  may result in a release or threatened release of any hazardous material,
or                                                              

o  may give rise to any environmental claim or demand,                

may give rise to a lien on the property to ensure the reimbursement of remedial 
costs incurred by the federal or state government. In several states, the lien  
has priority over the lien of an existing mortgage against the property. Of     
particular concern may be those mortgaged properties which are, or have been,   
the site of manufacturing, industrial or disposal activity. Those environmental 
risks may give rise to (a) a diminution in value of property securing a         
mortgage note or the inability to foreclose against the property or (b) in      
certain circumstances as more fully described below, liability for clean-up     
costs or other remedial actions, which liability could exceed the value of the  
property, the aggregate assets of the owner or operator, or the principal       
balance of the related indebtedness.                                            

The state of the law is currently unclear as to whether and under what
circumstances cleanup costs, or the obligation to take remedial actions, could  
be imposed on a secured lender. Under the laws of some states and under CERCLA, 
a lender may become liable as an "owner" or an "operator" of a contaminated     
mortgaged property for the costs of remediation of releases or threatened       
releases of hazardous substances at the mortgaged property. The liability may   
attach if the lender or its agents or employees have participated in the        
management of the operations of the borrower, even though the environmental     
damage or threat was caused by a prior owner, operator, or other third party.   

Excluded from CERCLA's definition of "owner or operator" is any person
"who, without participating in the management of a facility, holds indicia of   
ownership primarily to protect his security interest" (the "secured-creditor    
exemption"). This exemption for holders of a security interest such as a        
secured lender applies only in circumstances when the lender seeks to protect   
its security interest in the contaminated facility or property. Thus, if a      
lender's activities encroach on the actual management of that facility or       
property or of the borrower, the lender faces potential liability as an "owner  
or operator" under CERCLA. Similarly, when a lender forecloses and takes title  
to a contaminated facility or property (whether it holds the facility or        
property as an investment or leases it to a third party), under some            
circumstances the lender may incur potential CERCLA liability.                  

  Amendments to CERCLA provide examples of permissible actions that may be
undertaken by a lender holding security in a contaminated facility without      
exceeding the bounds of the secured-creditor exemption, subject to certain      
conditions and limitations. Additionally, the amendments provide certain        
protections from CERCLA liability as an "owner or operator" to a lender who     
forecloses on contaminated property, as long as it seeks to divest itself of    
the facility at the earliest practicable commercially reasonable time on        
commercially reasonable terms. The amendments also limit the liability of       
lenders under the federal Solid Waste Disposal Act for costs of responding to   
leaking underground storage tanks. However, the protections afforded lenders    
under the amendments are subject to terms and conditions that have not been     
clarified by the courts. Moreover, the CERCLA secured-creditor exemption does   
not necessarily affect the potential for liability in actions under other       
federal or state laws which may impose liability on "owners or operators" but   
do not incorporate the secured-creditor exemption. Furthermore, the             
secured-creditor exemption does not protect lenders from other bases of CERCLA  
liability, such as that imposed on "generators" or "transporters" of hazardous  
substances.                                                                     

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    Environmental clean-up costs may be substantial. It is possible that those
costs could become a liability of the applicable trust fund and occasion a loss 
to certificateholders if those remedial costs were incurred.                    

In a few states, transfers of some types of properties are conditioned
upon clean-up of contamination prior to transfer. It is possible that a         
property securing a mortgage loan could be subject to these transfer            
restrictions. If this occurs, and if the lender becomes the owner upon          
foreclosure, the lender may be required to clean up the contamination before    
selling the property.                                                           

 The cost of remediating hazardous substance contamination at a property
can be substantial. If a lender is or becomes liable, it can bring an action    
for contribution against the owner or operator that created the environmental   
hazard, but that person or entity may be without substantial assets.            
Accordingly, it is possible that these costs could become a liability of a      
trust fund and occasion a loss to certificateholders of the related series.     

To reduce the likelihood of this kind of loss, and unless otherwise   
provided in the related prospectus supplement, the related Pooling Agreement    
will provide that the master servicer may not, on behalf of the trust fund,     
acquire title to a Mortgaged Property or take over its operation unless the     
master servicer, based on a report prepared by a person who regularly conducts  
environmental site assessments, has made the determination that it is           
appropriate to do so. There can be no assurance that any environmental site     
assessment obtained by the master servicer will detect all possible             
environmental contamination or conditions or that the other requirements of the 
related pooling and servicing agreement, even if fully observed by the master   
servicer, will in fact insulate the related trust fund from liability with      
respect to environmental matters.                                               

 Even when a lender is not directly liable for cleanup costs on property
securing loans, if a property securing a loan is contaminated, the value of the 
security is likely to be affected. In addition, a lender bears the risk that    
unanticipated cleanup costs may jeopardize the borrower's repayment. Neither of 
these two issues is likely to pose risks exceeding the amount of unpaid         
principal and interest of a particular loan secured by a contaminated property, 
particularly if the lender declines to foreclose on a mortgage secured by the   
property.                                                                       

   If a lender forecloses on a mortgage secured by a property the operations
of which are subject to environmental laws and regulations, the lender will be  
required to operate the property in accordance with those laws and regulations. 
Compliance may entail substantial expense.                                      

In addition, a lender may be obligated to disclose environmental      
conditions on a property to government entities and/or to prospective buyers,   
including prospective buyers at a foreclosure sale or following foreclosure.    
That disclosure may decrease the amount that prospective buyers are willing to  
pay for the affected property and thereby lessen the ability of the lender to   
recover its investment in a loan upon foreclosure.                              

DUE-ON-SALE AND DUE-ON-ENCUMBRANCE                                              

Certain of the mortgage loans may contain "due-on-sale" and           
"due-on-encumbrance" clauses that purport to permit the lender to accelerate    
the maturity of the loan if the borrower transfers or encumbers the related     
Mortgaged Property. In recent years, court decisions and legislative actions    
placed substantial restrictions on the right of lenders to enforce those        
clauses in many states. By virtue, however, of the Garn-St Germain Depository   
Institutions Act of 1982 (the "Garn Act"), effective October 15, 1982, which    
purports to preempt state laws that prohibit the enforcement of due-on-sale     
clauses by providing among other matters, that "due-on-sale" clauses in certain 
loans made after the effective date of the Garn Act are enforceable, within     
certain limitations as set forth in the Garn Act, a master servicer may         
nevertheless have the right to accelerate the maturity of a mortgage loan that  
contains a "due-on-sale" provision upon transfer of an interest in the          
property, regardless of the master servicer's ability to demonstrate that a     
sale threatens its legitimate security interest.                                

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SUBORDINATE FINANCING                                                           

    Certain of the mortgage loans may not restrict the ability of the borrower
to use the Mortgaged Property as security for one or more additional loans.     
Where a borrower encumbers a mortgaged property with one or more junior liens,  
the senior lender is subjected to additional risk. First, the borrower may have 
difficulty servicing and repaying multiple loans. Moreover, if the subordinate  
financing permits recourse to the borrower, as is frequently the case, and the  
senior loan does not, a borrower may have more incentive to repay sums due on   
the subordinate loan. Second, acts of the senior lender that prejudice the      
junior lender or impair the junior lender's security may create a superior      
equity in favor of the junior lender. For example, if the borrower and the      
senior lender agree to an increase in the principal amount of or the interest   
rate payable on the senior loan, the senior lender may lose its priority to the 
extent any existing junior lender is harmed or the borrower is additionally     
burdened. Third, if the borrower defaults on the senior loan and/or any junior  
loan or loans, the existence of junior loans and actions taken by junior        
lenders can impair the security available to the senior lender and can          
interfere with or delay the taking of action by the senior lender. Moreover,    
the bankruptcy of a junior lender may operate to stay foreclosure or similar    
proceedings by the senior lender.                                               

DEFAULT INTEREST AND LIMITATIONS ON PREPAYMENTS                                 

Mortgage notes and mortgages may contain provisions that obligate the 
borrower to pay a late charge or additional interest if payments are not timely 
made, and in some circumstances, may prohibit prepayments for a specified       
period and/or condition prepayments upon the borrower's payment of prepayment   
fees or yield maintenance penalties. In certain states, there are or may be     
specific limitations upon the late charges which a lender may collect from a    
borrower for delinquent payments. Certain states also limit the amounts that a  
lender may collect from a borrower as an additional charge or fee if the loan   
is prepaid. In addition, the enforceability of provisions that provide for      
prepayment fees or penalties upon an involuntary prepayment is unclear under    
the laws of many states.                                                        

APPLICABILITY OF USURY LAWS                                                     

  Title V of the Depository Institutions Deregulation and Monetary Control
Act of 1980 ("Title V") provides that state usury limitations shall not apply   
to certain types of residential, including multifamily but not commercial,      
first mortgage loans originated by certain lenders after March 31, 1980. A      
similar Federal statute was in effect with respect to mortgage loans made       
during the first three months of 1980. The statute authorized any state to      
reimpose interest rate limits by adopting, before April 1, 1983, a law or       
constitutional provision that expressly rejects application of the federal law. 
In addition, even where Title V is not so rejected, any state is authorized by  
the law to adopt a provision limiting discount points or other charges on       
mortgage loans covered by Title V. Certain states have taken action to reimpose 
interest rate limits and/or to limit discount points or other charges.          

  In any state in which application of Title V has been expressly rejected
or a provision limiting discount points or other charges has been adopted, no   
mortgage loan originated after the date of that state action will (if           
originated after that rejection or adoption) be eligible for inclusion in a     
trust fund unless (1) the mortgage loan provides for an interest rate, discount 
points and charges as are permitted in that state or (2) the mortgage loan      
provides that the terms are to be construed in accordance with the laws of      
another state under which the interest rate, discount points and charges would  
not be usurious and the borrower's counsel has rendered an opinion that the     
choice of law provision would be given effect.                                  

  Statutes differ in their provisions as to the consequences of a usurious
loan. One group of statutes requires the lender to forfeit the interest due     
above the applicable limit or impose a specified penalty. Under this statutory  
scheme, the borrower may cancel the recorded mortgage or deed of trust upon     
paying its debt with lawful interest, and the lender may foreclose, but only    
for the debt plus lawful interest. A second group of statutes is more severe. A 
violation of this                                                               

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type of usury law results in the invalidation of the transaction, thereby       
permitting the borrower to cancel the recorded mortgage or deed of trust        
without any payment or prohibiting the lender from foreclosing.                 

SOLDIERS' AND SAILORS' CIVIL RELIEF ACT OF 1940                                 

    Under the terms of the Soldiers' and Sailors' Civil Relief Act of 1940, as
amended (the "Relief Act"), a borrower who enters military service after the    
origination of that borrower's mortgage loan, including a borrower who was in   
reserve status and is called to active duty after origination of the mortgage   
loan, may not be charged interest, including fees and charges, above an annual  
rate of 6% during the period of that 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 any servicer to     
collect full amounts of interest on certain of the mortgage loans. Any          
shortfalls in interest collections resulting from the application of the Relief 
Act would result in a reduction of the amounts distributable to the holders of  
the related series of certificates, and would not be covered by advances or,    
unless otherwise specified in the related prospectus supplement, any form of    
credit support provided in connection with those certificates. In addition, the 
Relief Act imposes limitations that would impair the ability of the servicer to 
foreclose on an affected mortgage loan during the borrower's period of active   
duty status, and, under certain circumstances, during an additional three-month 
period thereafter.                                                              

TYPE OF MORTGAGED PROPERTY                                                      

  The lender may be subject to additional risk depending upon the type and
use of the Mortgaged Property in question. For instance, Mortgaged Properties   
which are hospitals, nursing homes or convalescent homes may present special    
risks to lenders in large part due to significant governmental regulation of    
the operation, maintenance, control and financing of health care institutions.  
Mortgages on Mortgaged Properties which are owned by the borrower under a       
condominium form of ownership are subject to the declaration, by-laws and other 
rules and regulations of the condominium association. Mortgaged Properties      
which are hotels or motels may present additional risk to the lender in that:   

1. hotels and motels are typically operated pursuant to franchise,    
  management and operating agreements which may be terminable by the
operator; and                                                   

    2. the transferability of the hotel's operating, liquor and other licenses
        to the entity acquiring the hotel either through purchase or foreclosure
is subject to the vagaries of local law requirements.           

In addition, Mortgaged Properties which are multifamily properties or 
cooperatively owned multifamily properties may be subject to rent control laws, 
which could impact the future cash flows of those properties.                   

AMERICANS WITH DISABILITIES ACT                                                 

Under Title III of the Americans with Disabilities Act of 1990 (the   
"ADA"), in order to protect individuals with disabilities, public               
accommodations (such as hotels, restaurants, shopping centers, hospitals,       
schools and social service center establishments) must remove architectural and 
communication barriers which are structural in nature from existing places of   
public accommodation to the extent "readily achievable." In addition, under the 
ADA, alterations to a place of public accommodation or a commercial facility    
are to be made so that, to the maximum                                          

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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 site, owner,       
landlord or other applicable person. In addition to imposing a possible         
financial burden on the borrower in its capacity as owner or landlord, the ADA  
may also impose these requirements on a foreclosing lender who succeeds to the  
interest of the borrower as owner or landlord. Furthermore, since the "readily  
achievable" standard may vary depending on the financial condition of the owner 
or landlord, a foreclosing lender who is financially more capable than the      
borrower of complying with the requirements of the ADA may be subject to more   
stringent requirements than those to which the borrower is subject.             

FORFEITURE FOR DRUG, RICO AND MONEY LAUNDERING VIOLATIONS                       

Federal law provides that property purchased or improved with assets  
derived from criminal activity or otherwise tainted, or used in the commission  
of certain offenses, can be seized and ordered forfeited to the United States   
of America. The offenses which can trigger such a seizure and forfeiture        
include, among others, violations of the Racketeer Influenced and Corrupt       
Organizations Act, the Bank Secrecy Act, the anti-money laundering laws and     
regulations, including the USA Patriot Act of 2001 and the regulations issued   
pursuant to that Act, as well as the narcotic drug laws. In many instances, the 
United States may seize the property even before a conviction occurs.           

    In the event of a forfeiture proceeding, a lender may be able to establish
its interest in the property by proving that (1) its mortgage was executed and  
recorded before the commission of the illegal conduct from which the assets     
used to purchase or improve the property were derived or before any other crime 
upon which the forfeiture is based, or (2) the lender, at the time of the       
execution of the mortgage, "did not know or was reasonably without cause to     
believe that the property was subject to forfeiture." However, there is no      
assurance that such defense will be successful.                                 

CERTAIN FEDERAL INCOME TAX CONSEQUENCES 

   The following is a general discussion of the anticipated material federal
income tax consequences of the purchase, ownership and disposition of           
certificates. The discussion below does not purport to address all federal      
income tax consequences that may be applicable to particular categories of      
investors, some of which may be subject to special rules. The authorities on    
which this discussion is based are subject to change or differing               
interpretations, and any change or interpretation could apply retroactively. No 
rulings have been or will be sought from the IRS with respect to any of the     
federal income tax consequences discussed below. Accordingly, the IRS may take  
contrary positions. This discussion reflects the applicable provisions of the   
Code as well as regulations (the "REMIC Regulations") promulgated by the U.S.   
Department of Treasury (the "Treasury"). Investors should consult their own tax 
advisors in determining the federal, state, local and other tax consequences to 
them of the purchase, ownership and disposition of certificates.                

For purposes of this discussion, (1) references to the mortgage loans 
include references to the mortgage loans underlying MBS included in the         
mortgage assets and (2) where the applicable prospectus supplement provides for 
a fixed retained yield with respect to the mortgage loans underlying a series   
of certificates, references to the mortgage loans will be deemed to refer to    
that portion of the mortgage loans held by the trust fund which does not        
include the Retained Interest. References to a "holder" or "certificateholder"  
in this discussion generally mean the beneficial owner of a certificate.        

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FEDERAL INCOME TAX CONSEQUENCES FOR REMIC CERTIFICATES  

GENERAL                                                                         

 With respect to a particular series of certificates, an election may be
made to treat the trust fund or one or more segregated pools of assets in the   
trust fund as one or more REMICs within the meaning of Code Section 860D. A     
trust fund or a portion of a trust fund as to which a REMIC election is made    
will be referred to as a "REMIC Pool." For purposes of this discussion,         
certificates of a series as to which one or more REMIC elections are made are   
referred to as "REMIC Certificates" and will consist of one or more classes of  
"Regular Certificates" and one class of Residual Certificates in the case of    
each REMIC Pool. Qualification as a REMIC requires ongoing compliance with      
certain conditions. With respect to each series of REMIC Certificates,          
Cadwalader, Wickersham & Taft LLP, counsel to the Depositor, will deliver its   
opinion generally to the effect that, assuming:                                 

1. the making of an election,                                         

    2. compliance with the Pooling Agreement and any other governing documents
and                                                             

    3. compliance with any changes in the law, including any amendments to the
Code or applicable Treasury regulations under the Code,         

each REMIC Pool will qualify as a REMIC.                                        

  In that case, the Regular Certificates will be considered to be "regular
interests" in the REMIC Pool and generally will be treated for federal income   
tax purposes as if they were newly originated debt instruments, and the         
Residual Certificates will be considered to be "residual interests" in the      
REMIC Pool. The prospectus supplement for each series of certificates will      
indicate whether one or more REMIC elections with respect to the related trust  
fund will be made, in which event references to "REMIC" or "REMIC Pool" below   
shall be deemed to refer to that REMIC Pool. If so specified in the applicable  
prospectus supplement, the portion of a trust fund as to which a REMIC election 
is not made may be treated as a grantor trust for federal income tax purposes.  
See "--Federal Income Tax Consequences for Certificates as to Which No REMIC    
Election Is Made" below.                                                        

CHARACTERIZATION OF INVESTMENTS IN REMIC CERTIFICATES                           

  REMIC Certificates held by a domestic building and loan association will
constitute "a regular or residual interest in a REMIC" within the meaning of    
Code Section 7701(a)(19)(C)(xi), but only in the same proportion that the       
assets of the REMIC Pool would be treated as "loans . . . secured by an         
interest in real property which is . . . residential real property" (such as    
single family or multifamily properties, but not commercial properties) within  
the meaning of Code Section 7701(a)(19)(C)(v) or as other assets described in   
Code Section 7701(a)(19)(C), and otherwise will not qualify for that treatment. 
REMIC Certificates held by a real estate investment trust will constitute "real 
estate assets" within the meaning of Code Section 856(c)(5)(B), and interest,   
including original issue discount, on the Regular Certificates and income with  
respect to Residual Certificates will be considered "interest on obligations    
secured by mortgages on real property or on interests in real property" within  
the meaning of Code Section 856(c)(3)(B) if received by a real estate           
investment trust in the same proportion that, for both purposes, the assets of  
the REMIC Pool would be so treated. If at all times 95% or more of the assets   
of the REMIC Pool qualify for each of the foregoing respective treatments, the  
REMIC Certificates will qualify for the corresponding status in their entirety. 
Mortgage Loans held by the REMIC Pool that have been defeased with U.S.         
Treasury obligations will not qualify for the foregoing treatments. For         
purposes of Code Section 856(c)(5)(B), payments of principal and interest on    
the mortgage loans that are reinvested pending distribution to holders of REMIC 
Certificates qualify for that treatment. Where two REMIC Pools are a part of a  
tiered structure they will be treated as one REMIC for purposes of the tests    
described above respecting asset ownership of more or less than 95%. Regular    
Certificates will be "qualified mortgages" for another REMIC for purposes of    

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Code Section 860G(a)(3) and "permitted assets" for a financial asset            
securitization investment trust for purposes of Section 860L(c). REMIC          
Certificates held by a regulated investment company will not constitute         
"Government Securities" within the meaning of Code Section 851(b)(3)(A)(i).     
REMIC Certificates held by certain financial institutions will constitute an    
"evidence of indebtedness" within the meaning of Code Section 582(c)(1).        

QUALIFICATION AS A REMIC                                                        

  In order for the REMIC Pool to qualify as a REMIC, there must be ongoing
compliance on the part of the REMIC Pool with the requirements set forth in the 
Code. The REMIC Pool must fulfill an asset test, which requires that no more    
than a de minimis portion of the assets of the REMIC Pool, as of the close of   
the third calendar month beginning after the "Startup Day" (which for purposes  
of this discussion is the date of issuance of the REMIC Certificates) and at    
all times thereafter, may consist of assets other than "qualified mortgages"    
and "permitted investments." The REMIC Regulations provide a safe harbor        
pursuant to which the de minimis requirement is met if at all times the         
aggregate adjusted basis of the nonqualified assets is less than 1% of the      
aggregate adjusted basis of all the REMIC Pool's assets. An entity that fails   
to meet the safe harbor may nevertheless demonstrate that it holds no more than 
a de minimis amount of nonqualified assets. A REMIC also must provide           
"reasonable arrangements" to prevent its residual interest from being held by   
"disqualified organizations" and must furnish applicable tax information to     
transferors or agents that violate this requirement. The Pooling Agreement for  
each series will contain a provision designed to meet this requirement. See     
"--Taxation of Residual Certificates--Tax-Related Restrictions on Transfer of   
Residual Certificates--Disqualified Organizations" below.                       

  A qualified mortgage is any obligation that is principally secured by an
interest in real property and that is either transferred to the REMIC Pool on   
the Startup Day in exchange for regular or residual interests, or is purchased  
by the REMIC Pool within a three-month period thereafter pursuant to a fixed    
price contract in effect on the Startup Day. Qualified mortgages include (i)    
whole mortgage loans, such as the mortgage loans, (ii) certificates of          
beneficial interest in a grantor trust that holds mortgage loans, including     
certain of the MBS, (iii) regular interests in another REMIC, such as MBS in a  
trust as to which a REMIC election has been made, (iv) loans secured by         
timeshare interests and (v) loans secured by shares held by a tenant            
stockholder in a cooperative housing corporation, provided, in general:         

     1. the fair market value of the real property security (including buildings
      and structural components) is at least 80% of the principal balance of
  the related mortgage loan or mortgage loan underlying the mortgage
       certificate either at origination or as of the Startup Day (an original
  loan-to-value ratio of not more than 125% with respect to the real
property security), or                                          

  2. substantially all the proceeds of the mortgage loan or the underlying
     mortgage loan were used to acquire, improve or protect an interest in
      real property that, at the origination date, was the only security for
the mortgage loan or underlying mortgage loan.                  

If the mortgage loan has been substantially modified other than in    
connection with a default or reasonably foreseeable default, it must meet the   
loan-to-value test in (1) of the preceding sentence as of the date of the last  
modification or at closing. A qualified mortgage includes a qualified           
replacement mortgage, which is any obligation that would have been treated as a 
qualified mortgage if it were transferred to the REMIC Pool on the Startup Day  
and that is received either (1) in exchange for any qualified mortgage within a 
three-month period thereafter or (2) in exchange for a defective obligation     
within a two-year period thereafter. A "defective obligation" includes          

    o  a mortgage in default or as to which default is reasonably foreseeable,

  o  a mortgage as to which a customary representation or warranty made at
the time of transfer to the REMIC Pool has been breached,       

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o  a mortgage that was fraudulently procured by the mortgagor, and    

 o  a mortgage that was not in fact principally secured by real property
      (but only if the mortgage is disposed of within 90 days of discovery).

 A mortgage loan that is defective as described in the 4th clause in the
immediately preceding sentence that is not sold or, if within two years of the  
Startup Day, exchanged, within 90 days of discovery, ceases to be a qualified   
mortgage after that 90-day period.                                              

Permitted investments include cash flow investments, qualified reserve
assets, and foreclosure property. A cash flow investment is an investment,      
earning a return in the nature of interest, of amounts received on or with      
respect to qualified mortgages for a temporary period, not exceeding 13 months, 
until the next scheduled distribution to holders of interests in the REMIC      
Pool. A qualified reserve asset is any intangible property held for investment  
that is part of any reasonably required reserve maintained by the REMIC Pool to 
provide for payments of expenses of the REMIC Pool or amounts due on the        
regular or residual interests in the event of defaults (including               
delinquencies) on the qualified mortgages, lower than expected reinvestment     
returns, prepayment interest shortfalls and certain other contingencies. The    
reserve fund will be disqualified if more than 30% of the gross income from the 
assets in the fund for the year is derived from the sale or other disposition   
of property held for less than three months, unless required to prevent a       
default on the regular interests caused by a default on one or more qualified   
mortgages. A reserve fund must be reduced "promptly and appropriately" as       
payments on the mortgage loans are received. Foreclosure property is real       
property acquired by the REMIC Pool in connection with the default or imminent  
default of a qualified mortgage, provided the Depositor had no knowledge that   
the mortgage loan would go into default at the time it was transferred to the   
REMIC Pool. Foreclosure property generally must be disposed of prior to the     
close of the third calendar year following the acquisition of the property by   
the REMIC Pool, with an extension that may be granted by the IRS.               

In addition to the foregoing requirements, the various interests in a 
REMIC Pool also must meet certain requirements. All of the interests in a REMIC 
Pool must be either of the following: (1) one or more classes of regular        
interests or (2) a single class of residual interests on which distributions,   
if any, are made pro rata. A regular interest is an interest in a REMIC Pool    
that is issued on the Startup Day with fixed terms, is designated as a regular  
interest, and unconditionally entitles the holder to receive a specified        
principal amount (or other similar amount), and provides that interest payments 
(or other similar amounts), if any, at or before maturity either are payable    
based on a fixed rate or a qualified variable rate, or consist of a specified,  
nonvarying portion of the interest payments on qualified mortgages. The         
specified portion may consist of a fixed number of basis points, a fixed        
percentage of the total interest, or a fixed or qualified variable or inverse   
variable rate on some or all of the qualified mortgages minus a different fixed 
or qualified variable rate. The specified principal amount of a regular         
interest that provides for interest payments consisting of a specified,         
nonvarying portion of interest payments on qualified mortgages may be zero. A   
residual interest is an interest in a REMIC Pool other than a regular interest  
that is issued on the Startup Day and that is designated as a residual          
interest. An interest in a REMIC Pool may be treated as a regular interest even 
if payments of principal with respect to that interest are subordinated to      
payments on other regular interests or the residual interest in the REMIC Pool, 
and are dependent on the absence of defaults or delinquencies on qualified      
mortgages or permitted investments, lower than reasonably expected returns on   
permitted investments, unanticipated expenses incurred by the REMIC Pool or     
prepayment interest shortfalls. Accordingly, the Regular Certificates of a      
series will constitute one or more classes of regular interests, and the        
Residual Certificates for each REMIC Pool of that series will constitute a      
single class of residual interests on which distributions are made pro rata.    

   If an entity, such as the REMIC Pool, fails to comply with one or more of
the ongoing requirements of the Code for REMIC status during any taxable year,  
the Code provides that the entity will not be treated as a REMIC for that year  
and thereafter. In this event, an entity with                                   

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multiple classes of ownership interests may be treated as a separate            
association taxable as a corporation under Treasury regulations, and the        
Regular Certificates may be treated as equity interests in the REMIC Pool. The  
Code, however, authorizes the Treasury Department to issue regulations that     
address situations where failure to meet one or more of the requirements for    
REMIC status occurs inadvertently and in good faith, and disqualification of    
the REMIC Pool would occur absent regulatory relief. Investors should be aware, 
however, that the Conference Committee Report to the Tax Reform Act of 1986     
(the "Reform Act") indicates that the relief may be accompanied by sanctions,   
such as the imposition of a corporate tax on all or a portion of the REMIC      
Pool's income for the period of time in which the requirements for REMIC status 
are not satisfied.                                                              

TAXATION OF REGULAR CERTIFICATES                                                

General.                                                                  

  A regular interest will be treated as a newly originated debt instrument
for federal income tax purposes. In general, interest, original issue discount  
and market discount on a Regular Certificate will be treated as ordinary income 
to a holder of the Regular Certificate (the "Regular Certificateholder") as     
they accrue, and principal payments on a Regular Certificate will be treated as 
a return of capital to the extent of the Regular Certificateholder's basis in   
the Regular Certificate allocable thereto (other than accrued market discount   
not yet reported as ordinary income). Regular Certificateholders must use the   
accrual method of accounting with regard to Regular Certificates, regardless of 
the method of accounting otherwise used by those Regular Certificateholders.    

Original Issue Discount.                                                  

 Accrual Certificates and principal-only certificates will be, and other
classes of Regular Certificates may be, issued with "original issue discount"   
within the meaning of Code Section 1273(a). Holders of any class of Regular     
Certificates having original issue discount generally must include original     
issue discount in ordinary income for federal income tax purposes as it         
accrues, in accordance with the constant yield method that takes into account   
the compounding of interest, in advance of receipt of the cash attributable to  
that income. The following discussion is based in part on Treasury regulations  
(the "OID Regulations") under Code Sections 1271 through 1275 and in part on    
the provisions of the Reform Act. Regular Certificateholders should be aware,   
however, that the OID Regulations do not adequately address certain issues      
relevant to prepayable securities, such as the Regular Certificates. To the     
extent those issues are not addressed in those regulations, the Depositor       
intends to apply the methodology described in the Conference Committee Report   
to the Reform Act. We cannot assure you that the IRS will not take a different  
position as to those matters not currently addressed by the OID Regulations.    
Moreover, the OID Regulations include an anti-abuse rule allowing the IRS to    
apply or depart from the OID Regulations where necessary or appropriate to      
ensure a reasonable tax result in light of the applicable statutory provisions. 
A tax result will not be considered unreasonable under the anti-abuse rule in   
the absence of a substantial effect on the present value of a taxpayer's tax    
liability. Investors are advised to consult their own tax advisors as to the    
discussion in this prospectus and the appropriate method for reporting interest 
and original issue discount with respect to the Regular Certificates.           

Each Regular Certificate, except to the extent described below with   
respect to a Regular Certificate on which principal is distributed by random    
lot ("Random Lot Certificates"), will be treated as a single installment        
obligation for purposes of determining the original issue discount includible   
in a Regular Certificateholder's income. The total amount of original issue     
discount on a Regular Certificate is the excess of the "stated redemption price 
at maturity" of the Regular Certificate over its "issue price." The issue price 
of a class of Regular Certificates offered pursuant to this prospectus          
generally is the first price at which a substantial amount of Regular           
Certificates of that class is sold to the public (excluding bond houses,        
brokers and underwriters). Although unclear under the OID Regulations, the      
Depositor intends to treat the issue price of a class as to                     

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which there is no substantial sale as of the issue date or that is retained by  
the Depositor as the fair market value of that class as of the issue date. The  
issue price of a Regular Certificate also includes the amount paid by an        
initial Regular Certificateholder for accrued interest that relates to a period 
prior to the issue date of the Regular Certificate, unless the Regular          
Certificateholder elects on its federal income tax return to exclude that       
amount from the issue price and to recover it on the first distribution date.   
The stated redemption price at maturity of a Regular Certificate always         
includes the original principal amount of the Regular Certificate, but          
generally will not include distributions of stated interest if those interest   
distributions constitute "qualified stated interest." Under the OID             
Regulations, qualified stated interest generally means interest payable at a    
single fixed rate or a qualified variable rate (as described below) provided    
that those interest payments are unconditionally payable at intervals of one    
year or less during the entire term of the Regular Certificate. Because there   
is no penalty or default remedy in the case of nonpayment of interest with      
respect to a Regular Certificate, it is possible that no interest on any class  
of Regular Certificates will be treated as qualified stated interest. However,  
except as provided in the following three sentences or in the applicable        
prospectus supplement, because the underlying mortgage loans provide for        
remedies in the event of default, we intend to treat interest with respect to   
the Regular Certificates as qualified stated interest. Distributions of         
interest on an Accrual Certificate, or on other Regular Certificates with       
respect to which deferred interest will accrue, will not constitute qualified   
stated interest, in which case the stated redemption price at maturity of the   
Regular Certificates includes all distributions of interest as well as          
principal on those Regular Certificates. Likewise, we intend to treat an        
"interest only" class, or a class on which interest is substantially            
disproportionate to its principal amount, a so-called "super-premium" class, as 
having no qualified stated interest. Where the interval between the issue date  
and the first distribution date on a Regular Certificate is shorter than the    
interval between subsequent distribution dates, the interest attributable to    
the additional days will be included in the stated redemption price at          
maturity.                                                                       

   Under a de minimis rule, original issue discount on a Regular Certificate
will be considered to be zero if the original issue discount is less than 0.25% 
of the stated redemption price at maturity of the Regular Certificate           
multiplied by the weighted average maturity of the Regular Certificate. For     
this purpose, the weighted average maturity of the Regular Certificate is       
computed as the sum of the amounts determined by multiplying the number of full 
years (i.e., rounding down partial years) from the issue date until each        
distribution is scheduled to be made by a fraction, the numerator of which is   
the amount of each distribution included in the stated redemption price at      
maturity of the Regular Certificate and the denominator of which is the stated  
redemption price at maturity of the Regular Certificate. The Conference         
Committee Report to the Reform Act provides that the schedule of distributions  
should be determined in accordance with the assumed rate of prepayment of the   
mortgage loans (the "Prepayment Assumption") and the anticipated reinvestment   
rate, if any, relating to the Regular Certificates. The Prepayment Assumption   
with respect to a Series of Regular Certificates will be set forth in the       
related prospectus supplement. Holders generally must report de minimis         
original issue discount pro rata as principal payments are received, and that   
income will be capital gain if the Regular Certificate is held as a capital     
asset. However, under the OID Regulations, Regular Certificateholders may elect 
to accrue all de minimis original issue discount as well as market discount and 
market premium under the constant yield method. See "--Election to Treat All    
Interest Under the Constant Yield Method" below.                                

    A Regular Certificateholder generally must include in gross income for any
taxable year the sum of the "daily portions," as defined below, of the original 
issue discount on the Regular Certificate accrued during an accrual period for  
each day on which it holds the Regular Certificate, including the date of       
purchase but excluding the date of disposition. We intend to treat the monthly  
period ending on the day before each distribution date as the accrual period.   
With respect to each Regular Certificate, a calculation will be made of the     
original issue discount that accrues during each successive full accrual        
period, or shorter period from the date of original issue, that ends on the day 
before the related distribution date on the Regular Certificate. The            

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Conference Committee Report to the Reform Act states that the rate of accrual   
of original issue discount is intended to be based on the Prepayment            
Assumption. Other than as discussed below with respect to a Random Lot          
Certificate, the original issue discount accruing in a full accrual period      
would be the excess, if any, of                                                 

   1. the sum of (a) the present value of all of the remaining distributions
   to be made on the Regular Certificate as of the end of that accrual
       period that are included in the Regular Certificate's stated redemption
price at maturity and (b) the distributions made on the Regular 
      Certificate during the accrual period that are included in the Regular
Certificate's stated redemption price at maturity, over         

    2. the adjusted issue price of the Regular Certificate at the beginning of
the accrual period.                                             

The present value of the remaining distributions referred to in the   
preceding sentence is calculated based on:                                      

1. the yield to maturity of the Regular Certificate at the issue date,

  2. events (including actual prepayments) that have occurred prior to the
end of the accrual period, and                                  

3. the Prepayment Assumption.                                         

  For these purposes, the adjusted issue price of a Regular Certificate at
the beginning of any accrual period equals the issue price of the Regular       
Certificate, increased by the aggregate amount of original issue discount with  
respect to the Regular Certificate that accrued in all prior accrual periods    
and reduced by the amount of distributions included in the Regular              
Certificate's stated redemption price at maturity that were made on the Regular 
Certificate in those prior periods. The original issue discount accruing during 
any accrual period (as determined in this paragraph) will then be divided by    
the number of days in the period to determine the daily portion of original     
issue discount for each day in the period. With respect to an initial accrual   
period shorter than a full accrual period, the daily portions of original issue 
discount must be determined according to an appropriate allocation under any    
reasonable method.                                                              

Under the method described above, the daily portions of original issue
discount required to be included in income by a Regular Certificateholder       
generally will increase to take into account prepayments on the Regular         
Certificates as a result of prepayments on the mortgage loans that exceed the   
Prepayment Assumption, and generally will decrease, but not below zero for any  
period, if the prepayments are slower than the Prepayment Assumption. An        
increase in prepayments on the mortgage loans with respect to a Series of       
Regular Certificates can result in both a change in the priority of principal   
payments with respect to certain classes of Regular Certificates and either an  
increase or decrease in the daily portions of original issue discount with      
respect to those Regular Certificates.                                          

   In the case of a Random Lot Certificate, we intend to determine the yield
to maturity of that certificate based upon the anticipated payment              
characteristics of the class as a whole under the Prepayment Assumption. In     
general, the original issue discount accruing on each Random Lot Certificate in 
a full accrual period would be its allocable share of the original issue        
discount with respect to the entire class, as determined in accordance with the 
preceding paragraph. However, in the case of a distribution in retirement of    
the entire unpaid principal balance of any Random Lot Certificate, or portion   
of that unpaid principal balance, (a) the remaining unaccrued original issue    
discount allocable to that certificate (or to that portion) will accrue at the  
time of that distribution, and (b) the accrual of original issue discount       
allocable to each remaining certificate of the class (or the remaining unpaid   
principal balance of a partially redeemed Random Lot Certificate after a        
distribution of principal has been received) will be adjusted by reducing the   
present value of the remaining payments on that class and the adjusted issue    
price of that class to the extent attributable to the portion of the unpaid     
principal balance of the class that was distributed. We believe that the        
foregoing treatment is consistent with the "pro rata prepayment" rules of the   
OID Regulations, but with the rate of accrual of original issue discount        

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determined based on the Prepayment Assumption for the class as a whole. You are 
advised to consult your tax advisors as to this treatment.                      

Acquisition Premium.                                                      

   A purchaser of a Regular Certificate at a price greater than its adjusted
issue price but less than its stated redemption price at maturity will be       
required to include in gross income the daily portions of the original issue    
discount on the Regular Certificate reduced pro rata by a fraction, the         
numerator of which is the excess of its purchase price over the adjusted issue  
price and the denominator of which is the excess of the remaining stated        
redemption price at maturity over the adjusted issue price. Alternatively, a    
subsequent purchaser may elect to treat all of the acquisition premium under    
the constant yield method, as described below under the heading "--Election to  
Treat All Interest Under the Constant Yield Method" below.                      

Variable Rate Regular Certificates.                                       

 Regular Certificates may provide for interest based on a variable rate.
Under the OID Regulations, interest is treated as payable at a variable rate    
if, generally:                                                                  

   1. the issue price does not exceed the original principal balance by more
than a specified amount, and                                    

     2. the interest compounds or is payable at least annually at current values
of                                                              

(a)   one or more "qualified floating rates,"                   

   (b)   a single fixed rate and one or more qualified floating rates,

(c)   a single "objective rate," or                             

(d)   a single fixed rate and a single objective rate that is a 
"qualified inverse floating rate."                  

    A floating rate is a qualified floating rate if variations in the rate can
reasonably be expected to measure contemporaneous variations in the cost of     
newly borrowed funds, where the rate is subject to a fixed multiple that is     
greater than 0.65, but not more than 1.35. The rate may also be increased or    
decreased by a fixed spread or subject to a fixed cap or floor, or a cap or     
floor that is not reasonably expected as of the issue date to affect the yield  
of the instrument significantly. An objective rate (other than a qualified      
floating rate) is a rate that is determined using a single fixed formula and    
that is based on objective financial or economic information, provided that the 
information is not (1) within the control of the issuer or a related party or   
(2) unique to the circumstances of the issuer or a related party. A qualified   
inverse floating rate is a rate equal to a fixed rate minus a qualified         
floating rate that inversely reflects contemporaneous variations in the cost of 
newly borrowed funds; an inverse floating rate that is not a qualified floating 
rate may nevertheless be an objective rate. A class of Regular Certificates may 
be issued under this prospectus that does not have a variable rate under the    
OID Regulations, for example, a class that bears different rates at different   
times during the period it is outstanding so that it is considered              
significantly "front-loaded" or "back-loaded" within the meaning of the OID     
Regulations. It is possible that a class of this type may be considered to bear 
"contingent interest" within the meaning of the OID Regulations. The OID        
Regulations, as they relate to the treatment of contingent interest, are by     
their terms not applicable to Regular Certificates. However, if final           
regulations dealing with contingent interest with respect to Regular            
Certificates apply the same principles as the current regulations, those        
regulations may lead to different timing of income inclusion than would be the  
case under the variable interest regulations. Furthermore, application of those 
principles could lead to the characterization of gain on the sale of contingent 
interest Regular Certificates as ordinary income. Investors should consult      
their tax advisors regarding the appropriate treatment of any Regular           
Certificate that does not pay interest at a fixed rate or variable rate as      
described in this paragraph.                                                    

    Under the REMIC Regulations, a Regular Certificate (1) bearing a rate that
qualifies as a variable rate under the OID Regulations that is tied to current  
values of a variable rate (or the                                               

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highest, lowest or average of two or more variable rates), including a rate     
based on the average cost of funds of one or more financial institutions, or a  
positive or negative multiple of a rate (plus or minus a specified number of    
basis points), or that represents a weighted average of rates on some or all of 
the mortgage loans, including a rate that is subject to one or more caps or     
floors, or (2) bearing one or more of these variable rates for one or more      
periods or one or more fixed rates for one or more periods, and a different     
variable rate or fixed rate for other periods qualifies as a regular interest   
in a REMIC. Accordingly, unless otherwise indicated in the applicable           
prospectus supplement, we intend to treat Regular Certificates that qualify as  
regular interests under this rule in the same manner as obligations bearing a   
variable rate for original issue discount reporting purposes.                   

The amount of original issue discount with respect to a Regular       
Certificate bearing a variable rate of interest will accrue in the manner       
described above under "--Original Issue Discount" with the yield to maturity    
and future payments on that Regular Certificate generally to be determined by   
assuming that interest will be payable for the life of the Regular Certificate  
based on the initial rate (or, if different, the value of the applicable        
variable rate as of the pricing date) for the relevant class. Unless otherwise  
specified in the applicable prospectus supplement, we intend to treat variable  
interest as qualified stated interest, other than variable interest on an       
interest-only or super-premium class, which will be treated as non-qualified    
stated interest includible in the stated redemption price at maturity. Ordinary 
income reportable for any period will be adjusted based on subsequent changes   
in the applicable interest rate index.                                          

  Although unclear under the OID Regulations, unless required otherwise by
applicable final regulations, we intend to treat Regular Certificates bearing   
an interest rate that is a weighted average of the net interest rates on        
mortgage loans or Mortgage Certificates having fixed or adjustable rates, as    
having qualified stated interest, except to the extent that initial "teaser"    
rates cause sufficiently "back-loaded" interest to create more than de minimis  
original issue discount. The yield on those Regular Certificates for purposes   
of accruing original issue discount will be a hypothetical fixed rate based on  
the fixed rates, in the case of fixed rate mortgage loans, and initial "teaser  
rates" followed by fully indexed rates, in the case of adjustable rate mortgage 
loans. In the case of adjustable rate mortgage loans, the applicable index used 
to compute interest on the mortgage loans will be the index in effect on the    
pricing date (or possibly the issue date), and in the case of initial teaser    
rates, will be deemed to be in effect beginning with the period in which the    
first weighted average adjustment date occurring after the issue date occurs.   
Adjustments will be made in each accrual period either increasing or decreasing 
the amount of ordinary income reportable to reflect the actual pass-through     
interest rate on the Regular Certificates.                                      

Deferred Interest.                                                        

Under the OID Regulations, all interest on a Regular Certificate as to
which there may be deferred interest is includible in the stated redemption     
price at maturity thereof. Accordingly, any deferred interest that accrues with 
respect to a class of Regular Certificates may constitute income to the holders 
of such Regular Certificates prior to the time distributions of cash with       
respect to such deferred interest are made.                                     

Market Discount.                                                          

A purchaser of a Regular Certificate also may be subject to the market
discount rules of Code Section 1276 through 1278. Under these Code sections and 
the principles applied by the OID Regulations in the context of original issue  
discount, "market discount" is the amount by which the purchaser's original     
basis in the Regular Certificate (exclusive of accrued qualified stated         
interest) (1) is exceeded by the then-current principal amount of the Regular   
Certificate or (2) in the case of a Regular Certificate having original issue   
discount, is exceeded by the adjusted issue price of that Regular Certificate   
at the time of purchase. The purchaser generally will be required to recognize  
ordinary income to the extent of accrued market discount on the Regular         
Certificate as distributions includible in the stated redemption price at       
maturity of the Regular Certificate are received, in an amount not exceeding    
that distribution. The market discount would accrue in                          

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a manner to be provided in Treasury regulations and should take into account    
the Prepayment Assumption. The Conference Committee Report to the Reform Act    
provides that until regulations are issued, the market discount would accrue    
either (1) on the basis of a constant interest rate or (2) in the ratio of      
stated interest allocable to the relevant period to the sum of the interest for 
that period plus the remaining interest as of the end of that period, or in the 
case of a Regular Certificate issued with original issue discount, in the ratio 
of original issue discount accrued for the relevant period to the sum of the    
original issue discount accrued for that period plus the remaining original     
issue discount as of the end of that period. You also generally will be         
required to treat a portion of any gain on a sale or exchange of the Regular    
Certificate as ordinary income to the extent of the market discount accrued to  
the date of disposition under one of the foregoing methods, less any accrued    
market discount previously reported as ordinary income as partial distributions 
in reduction of the stated redemption price at maturity were received. You will 
be required to defer deduction of a portion of the excess of the interest paid  
or accrued on indebtedness incurred to purchase or carry a Regular Certificate  
over the interest distributable on those Regular Certificates. The deferred     
portion of an interest expense in any taxable year generally will not exceed    
the accrued market discount on the Regular Certificate for that year. The       
deferred interest expense is, in general, allowed as a deduction not later than 
the year in which the related market discount income is recognized or the       
Regular Certificate is disposed of. As an alternative to the inclusion of       
market discount in income on the foregoing basis, you may elect to include      
market discount in income currently as it accrues on all market discount        
instruments you acquired in that taxable year or thereafter, in which case the  
interest deferral rule will not apply. See "--Election to Treat All Interest    
Under the Constant Yield Method" below regarding an alternative manner in which 
that election may be deemed to be made.                                         

  Market discount with respect to a Regular Certificate will be considered
to be zero if the market discount is less than 0.25% of the remaining stated    
redemption price at maturity of the Regular Certificate multiplied by the       
weighted average maturity of the Regular Certificate (determined as described   
above in the third paragraph under "Original Issue Discount") remaining after   
the date of purchase. It appears that de minimis market discount would be       
reported in a manner similar to de minimis original issue discount. See         
"--Original Issue Discount" above. Treasury regulations implementing the market 
discount rules have not yet been issued, and therefore investors should consult 
their own tax advisors regarding the application of these rules. You should     
also consult Revenue Procedure 92-67 concerning the elections to include market 
discount in income currently and to accrue market discount on the basis of the  
constant yield method.                                                          

Premium.                                                                  

 A Regular Certificate purchased at a cost, excluding any portion of the
cost attributable to accrued qualified stated interest, greater than its        
remaining stated redemption price at maturity generally is considered to be     
purchased at a premium. If you hold a Regular Certificate as a "capital asset"  
within the meaning of Code Section 1221, you may elect under Code Section 171   
to amortize that premium under the constant yield method. Final regulations     
with respect to amortization of bond premium do not by their terms apply to     
prepayable obligations such as the Regular Certificates. However, the           
Conference Committee Report to the Reform Act indicates a Congressional intent  
that the same rules that will apply to the accrual of market discount on        
installment obligations will also apply to amortizing bond premium under Code   
Section 171 on installment obligations such as the Regular Certificates,        
although it is unclear whether the alternatives to the constant yield method    
described above under "Market Discount" are available. Amortizable bond premium 
will be treated as an offset to interest income on a Regular Certificate rather 
than as a separate deduction item. See "--Election to Treat All Interest Under  
the Constant Yield Method" below regarding an alternative manner in which the   
Code Section 171 election may be deemed to be made.                             

Election to Treat All Interest Under the Constant Yield Method.           

  A holder of a debt instrument such as a Regular Certificate may elect to
treat all interest that accrues on the instrument using the constant yield      
method, with none of the interest being                                         

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treated as qualified stated interest. For purposes of applying the constant     
yield method to a debt instrument subject to an election, (1) "interest"        
includes stated interest, original issue discount, de minimis original issue    
discount, market discount and de minimis market discount, as adjusted by any    
amortizable bond premium or acquisition premium and (2) the debt instrument is  
treated as if the instrument were issued on the holder's acquisition date in    
the amount of the holder's adjusted basis immediately after acquisition. It is  
unclear whether, for this purpose, the initial Prepayment Assumption would      
continue to apply or if a new prepayment assumption as of the date of the       
holder's acquisition would apply. A holder generally may make an election on an 
instrument by instrument basis or for a class or group of debt instruments.     
However, if the holder makes an election with respect to a debt instrument with 
amortizable bond premium or with market discount, the holder is deemed to have  
made elections to amortize bond premium or to report market discount income     
currently as it accrues under the constant yield method, respectively, for all  
debt instruments acquired by the holder in the same taxable year or thereafter. 
The election is made on the holder's federal income tax return for the year in  
which the debt instrument is acquired and is irrevocable except with the        
approval of the IRS. You should consult their own tax advisors regarding the    
advisability of making an election.                                             

Sale or Exchange of Regular Certificates.                                 

   If you sell or exchange a Regular Certificate, you will recognize gain or
loss equal to the difference, if any, between the amount received (other than   
amounts allocable to accrued interest) and your adjusted basis in the Regular   
Certificate. The adjusted basis of a Regular Certificate generally will equal   
the cost of the Regular Certificate to the seller, increased by any original    
issue discount or market discount previously included in the seller's gross     
income with respect to the Regular Certificate and reduced by amounts included  
in the stated redemption price at maturity of the Regular Certificate that were 
previously received by the seller, by any amortized premium and by previously   
recognized losses.                                                              

  Except as described above with respect to market discount, and except as
provided in this paragraph, any gain or loss on the sale or exchange of a       
Regular Certificate realized by an investor who holds the Regular Certificate   
as a capital asset will be capital gain or loss and will be long-term or        
short-term depending on whether the Regular Certificate has been held for the   
applicable holding period (described below). That gain will be treated as       
ordinary income as follows:                                                     

   1. if a Regular Certificate is held as part of a "conversion transaction"
     as defined in Code Section 1258(c), up to the amount of interest that
       would have accrued on the Regular Certificateholder's net investment in
        the conversion transaction at 120% of the appropriate applicable Federal
  rate under Code Section 1274(d) in effect at the time the taxpayer
   entered into the transaction minus any amount previously treated as
       ordinary income with respect to any prior distribution of property that
was held as a part of that transaction,                         

    2. in the case of a non-corporate taxpayer, to the extent the taxpayer has
       made an election under Code Section 163(d)(4) to have net capital gains
taxed as investment income at ordinary rates, or                

   3. to the extent that the gain does not exceed the excess, if any, of (a)
     the amount that would have been includible in the gross income of the
holder if its yield on the Regular Certificate were 110% of the 
       applicable Federal rate as of the date of purchase, over (b) the amount
     of income actually includible in the gross income of that holder with
respect to the Regular Certificate.                             

In addition, gain or loss recognized from the sale of a Regular       
Certificate by certain banks or thrift institutions will be treated as ordinary 
income or loss pursuant to Code Section 582(c). Long-term capital gains of      
certain non-corporate taxpayers generally are taxed at lower rates than         
ordinary income or short-term capital gains of those taxpayers for property     
held for more than one year. The maximum tax rate for corporations is the same  
with respect to both ordinary income and capital gains.                         

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Investors that recognize a loss on a sale or exchange of the Regular  
Certificates for federal income tax purposes in excess of certain threshold     
amounts should consult their tax advisors as to the need to file IRS Form 8886  
(disclosing certain potential tax shelters) on their federal income tax         
returns.                                                                        

Treatment of Losses.                                                      

Holders of Regular Certificates will be required to report income with
respect to Regular Certificates on the accrual method of accounting, without    
giving effect to delays or reductions in distributions attributable to defaults 
or delinquencies on the mortgage loans allocable to a particular class of       
Regular Certificates, except to the extent it can be established that those     
losses are uncollectible. Accordingly, the holder of a Regular Certificate may  
have income, or may incur a diminution in cash flow as a result of a default or 
delinquency, but may not be able to take a deduction (subject to the discussion 
below) for the corresponding loss until a subsequent taxable year. In this      
regard, investors are cautioned that while they may generally cease to accrue   
interest income if it reasonably appears that the interest will be              
uncollectible, the IRS may take the position that original issue discount must  
continue to be accrued in spite of its uncollectibility until the debt          
instrument is disposed of in a taxable transaction or becomes worthless in      
accordance with the rules of Code Section 166.                                  

Under Code Section 166, holders of Regular Certificates that are      
corporations or that otherwise hold the Regular Certificates in connection with 
a trade or business should in general be allowed to deduct, as an ordinary      
loss, a loss sustained during the taxable year on account of those Regular      
Certificates becoming wholly or partially worthless, and, in general, holders   
of Regular Certificates that are not corporations and do not hold the Regular   
Certificates in connection with a trade or business will be allowed to deduct   
as a short-term capital loss any loss with respect to principal sustained       
during the taxable year on account of a portion of any class or subclass of     
those Regular Certificates becoming wholly worthless. Although the matter is    
not free from doubt, non-corporate holders of Regular Certificates should be    
allowed a bad debt deduction at that time as the principal balance of any class 
or subclass of those Regular Certificates is reduced to reflect losses          
resulting from any liquidated mortgage loans. The IRS, however, could take the  
position that non-corporate holders will be allowed a bad debt deduction to     
reflect those losses only after all mortgage loans remaining in the trust fund  
have been liquidated or that class of Regular Certificates has been otherwise   
retired. The IRS could also assert that losses on the Regular Certificates are  
deductible based on some other method that may defer those deductions for all   
holders, such as reducing future cash flow for purposes of computing original   
issue discount. This may have the effect of creating "negative" original issue  
discount which would be deductible only against future positive original issue  
discount or otherwise upon termination of the class. You are urged to consult   
your own tax advisors regarding the appropriate timing, amount and character of 
any loss sustained with respect to the Regular Certificates. While losses       
attributable to interest previously reported as income should be deductible as  
ordinary losses by both corporate and non-corporate holders, the IRS may take   
the position that losses attributable to accrued original issue discount may    
only be deducted as short-term capital losses by non-corporate holders not      
engaged in a trade or business. Special loss rules are applicable to banks and  
thrift institutions, including rules regarding reserves for bad debts. Banks    
and thrift institutions are advised to consult their tax advisors regarding the 
treatment of losses on Regular Certificates.                                    

TAXATION OF RESIDUAL CERTIFICATES                                               

Taxation of REMIC Income.                                                 

  Generally, the "daily portions" of REMIC taxable income or net loss will
be includible as ordinary income or loss in determining the federal taxable     
income of holders of Residual Certificates ("Residual Certificateholders"), and 
will not be taxed separately to the REMIC Pool. The daily portions of REMIC     
taxable income or net loss of a Residual Certificateholder are determined by    
allocating the REMIC Pool's taxable income or net loss for each calendar        
quarter                                                                         

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ratably to each day in that quarter and by allocating that daily portion among  
the Residual Certificateholders in proportion to their respective holdings of   
Residual Certificates in the REMIC Pool on that day. REMIC taxable income is    
generally determined in the same manner as the taxable income of an individual  
using the accrual method of accounting, except that:                            

1. the limitations on deductibility of investment interest expense and
expenses for the production of income do not apply,             

2. all bad loans will be deductible as business bad debts, and        

    3. the limitation on the deductibility of interest and expenses related to
tax-exempt income will apply.                                   

  The REMIC Pool's gross income includes interest, original issue discount
income and market discount income, if any, on the mortgage loans, reduced by    
amortization of any premium on the mortgage loans, plus income from             
amortization of issue premium, if any, on the Regular Certificates, plus income 
on reinvestment of cash flows and reserve assets, plus any cancellation of      
indebtedness income upon allocation of realized losses to the Regular           
Certificates. The REMIC Pool's deductions include interest and original issue   
discount expense on the Regular Certificates, servicing fees on the mortgage    
loans, other administrative expenses of the REMIC Pool and realized losses on   
the mortgage loans. The requirement that Residual Certificateholders report     
their pro rata share of taxable income or net loss of the REMIC Pool will       
continue until there are no certificates of any class of the related series     
outstanding.                                                                    

The taxable income recognized by a Residual Certificateholder in any  
taxable year will be affected by, among other factors, the relationship between 
the timing of recognition of interest and original issue discount or market     
discount income or amortization of premium with respect to the mortgage loans,  
on the one hand, and the timing of deductions for interest (including original  
issue discount) on the Regular Certificates or income from amortization of      
issue premium on the Regular Certificates, on the other hand. In the event that 
an interest in the mortgage loans is acquired by the REMIC Pool at a discount,  
and one or more of those mortgage loans is prepaid, the Residual                
Certificateholder may recognize taxable income without being entitled to        
receive a corresponding amount of cash because (1) the prepayment may be used   
in whole or in part to make distributions in reduction of principal on the      
Regular Certificates and (2) the discount on the mortgage loans which is        
includible in income may exceed the deduction allowed upon those distributions  
on those Regular Certificates on account of any unaccrued original issue        
discount relating to those Regular Certificates. When there is more than one    
class of Regular Certificates that distribute principal sequentially, this      
mismatching of income and deductions is particularly likely to occur in the     
early years following issuance of the Regular Certificates when distributions   
in reduction of principal are being made in respect of earlier classes of       
Regular Certificates to the extent that those classes are not issued with       
substantial discount. If taxable income attributable to that kind of            
mismatching is realized, in general, losses would be allowed in later years as  
distributions on the later classes of Regular Certificates are made. Taxable    
income may also be greater in earlier years than in later years as a result of  
the fact that interest expense deductions, expressed as a percentage of the     
outstanding principal amount of that series of Regular Certificates, may        
increase over time as distributions in reduction of principal are made on the   
lower yielding classes of Regular Certificates, whereas to the extent that the  
REMIC Pool includes fixed rate mortgage loans, interest income with respect to  
any given mortgage loan will remain constant over time as a percentage of the   
outstanding principal amount of that loan. Consequently, Residual               
Certificateholders must have sufficient other sources of cash to pay any        
federal, state or local income taxes due as a result of that mismatching or     
unrelated deductions against which to offset that income, subject to the        
discussion of "excess inclusions" below under "--Limitations on Offset or       
Exemption of REMIC Income." The timing of that mismatching of income and        
deductions described in this paragraph, if present with respect to a series of  
certificates, may have a significant adverse effect upon the Residual           
Certificateholder's after-tax rate of return.                                   

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Basis and Losses.                                                         

The amount of any net loss of the REMIC Pool that you may take into   
account is limited to the adjusted basis of the Residual Certificate as of the  
close of the quarter (or time of disposition of the Residual Certificate if     
earlier), determined without taking into account the net loss for the quarter.  
The initial adjusted basis of a purchaser of a Residual Certificate is the      
amount paid for that Residual Certificate. The adjusted basis will be increased 
by the amount of taxable income of the REMIC Pool reportable by the Residual    
Certificateholder and will be decreased (but not below zero), first, by a cash  
distribution from the REMIC Pool and, second, by the amount of loss of the      
REMIC Pool reportable by the Residual Certificateholder. Any loss that is       
disallowed on account of this limitation may be carried over indefinitely with  
respect to the Residual Certificateholder as to whom that loss was disallowed   
and may be used by that Residual Certificateholder only to offset any income    
generated by the same REMIC Pool.                                               

  You will not be permitted to amortize directly the cost of your Residual
Certificate as an offset to its share of the taxable income of the related      
REMIC Pool. However, that taxable income will not include cash received by the  
REMIC Pool that represents a recovery of the REMIC Pool's basis in its assets.  
That recovery of basis by the REMIC Pool will have the effect of amortization   
of the issue price of the Residual Certificates over their life. However, in    
view of the possible acceleration of the income of Residual Certificateholders  
described under "--Taxation of REMIC Income" above, the period of time over     
which the issue price is effectively amortized may be longer than the economic  
life of the Residual Certificates.                                              

   A Residual Certificate may have a negative value if the net present value
of anticipated tax liabilities exceeds the present value of anticipated cash    
flows. The REMIC Regulations appear to treat the issue price of a residual      
interest as zero rather than a negative amount for purposes of determining the  
REMIC Pool's basis in its assets. The preamble to the REMIC Regulations states  
that the IRS may provide future guidance on the proper tax treatment of         
payments made by a transferor of a residual interest to induce the transferee   
to acquire the interest, and you should consult your own tax advisors in this   
regard.                                                                         

Further, to the extent that your initial adjusted basis (other than an
original holder) in the Residual Certificate is greater that the corresponding  
portion of the REMIC Pool's basis in the mortgage loans, you will not recover a 
portion of that basis until termination of the REMIC Pool unless future         
Treasury regulations provide for periodic adjustments to the REMIC income       
otherwise reportable by that holder. The REMIC Regulations currently in effect  
do not so provide. See "--Treatment of Certain Items of REMIC Income and        
Expense--Market Discount" below regarding the basis of mortgage loans to the    
REMIC Pool and "--Sale or Exchange of a Residual Certificate" below regarding   
possible treatment of a loss upon termination of the REMIC Pool as a capital    
loss.                                                                           

Treatment of Certain Items of REMIC Income and Expense.                   

   Although we intend to compute REMIC income and expense in accordance with
the Code and applicable regulations, the authorities regarding the              
determination of specific items of income and expense are subject to differing  
interpretations. We make no representation as to the specific method that will  
be used for reporting income with respect to the mortgage loans and expenses    
with respect to the Regular Certificates, and different methods could result in 
different timing of reporting of taxable income or net loss to you or           
differences in capital gain versus ordinary income.                             

Original Issue Discount and Premium. Generally, the REMIC Pool's      
deductions for original issue discount and income from amortization of issue    
premium on the Regular Certificates will be determined in the same manner as    
original issue discount income on Regular Certificates as described under       
"--Taxation of Regular Certificates--Original Issue Discount" and "--Variable   
Rate Regular Certificates," without regard to the de minimis rule described in  
that section, and "--Premium" above.                                            

   Deferred Interest. Any deferred interest that accrues with respect to any
adjustable rate mortgage loans held by the REMIC Pool will constitute income to 
the REMIC Pool and will be                                                      

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treated in a manner similar to the deferred interest that accrues with respect  
to Regular Certificates as described under "--Taxation of Regular               
Certificates--Deferred Interest" above.                                         

Market Discount. The REMIC Pool will have market discount income in   
respect of mortgage loans if, in general, their unpaid principal balances       
exceed the basis of the REMIC Pool allocable to those mortgage loans. The REMIC 
Pool's basis in those mortgage loans is generally the fair market value of the  
mortgage loans immediately after the transfer of the mortgage loans to the      
REMIC Pool. The REMIC Regulations provide that the basis is equal in the        
aggregate to the issue prices of all regular and residual interests in the      
REMIC Pool (or the fair market value at the Closing Date, in the case of a      
retained class). In respect of mortgage loans that have market discount to      
which Code Section 1276 applies, the accrued portion of the market discount     
would be recognized currently as an item of ordinary income in a manner similar 
to original issue discount. Market discount income generally should accrue in   
the manner described under "--Taxation of Regular Certificates--Market          
Discount" above.                                                                

  Premium. Generally, if the basis of the REMIC Pool in the mortgage loans
exceeds the unpaid principal balances of the mortgage loans, the REMIC Pool     
will be considered to have acquired those mortgage loans at a premium equal to  
the amount of that excess. As stated above, the REMIC Pool's basis in mortgage  
loans is the fair market value of the mortgage loans, based on the aggregate of 
the issue prices (or the fair market value of retained classes) of the regular  
and residual interests in the REMIC Pool immediately after the transfer of the  
mortgage loans to the REMIC Pool. In a manner analogous to the discussion above 
under "--Taxation of Regular Certificates--Premium," a REMIC Pool that holds a  
mortgage loan as a capital asset under Code Section 1221 may elect under Code   
Section 171 to amortize premium on whole mortgage loans or mortgage loans       
underlying MBS that were originated after September 27, 1985 or MBS that are    
REMIC regular interests under the constant yield method. Amortizable bond       
premium will be treated as an offset to interest income on the mortgage loans,  
rather than as a separate deduction item. To the extent that the mortgagors     
with respect to the mortgage loans are individuals, Code Section 171 will not   
be available for premium on mortgage loans, including underlying mortgage       
loans, originated on or prior to September 27, 1985. Premium with respect to    
those mortgage loans may be deductible in accordance with a reasonable method   
regularly employed by the related holder. The allocation of the premium pro     
rata among principal payments should be considered a reasonable method;         
however, the IRS may argue that the premium should be allocated in a different  
manner, such as allocating the premium entirely to the final payment of         
principal.                                                                      

Limitations on Offset or Exemption of REMIC Income.                       

A portion or all of the REMIC taxable income includible in determining
your federal income tax liability will be subject to special treatment. That    
portion, referred to as the "excess inclusion," is equal to the excess of REMIC 
taxable income for the calendar quarter allocable to a Residual Certificate     
over the daily accruals for that quarterly period of (1) 120% of the long-term  
applicable Federal rate that would have applied to the Residual Certificate if  
it were a debt instrument, on the Startup Day under Code Section 1274(d),       
multiplied by (2) the adjusted issue price of such Residual Certificate at the  
beginning of that quarterly period. For this purpose, the adjusted issue price  
of a Residual Certificate at the beginning of a quarter is the issue price of   
the Residual Certificate, plus the amount of those daily accruals of REMIC      
income described in this paragraph for all prior quarters, decreased by any     
distributions made with respect to that Residual Certificate prior to the       
beginning of that quarterly period. Accordingly, the portion of the REMIC       
Pool's taxable income that will be treated as excess inclusions will be a       
larger portion of that income as the adjusted issue price of the Residual       
Certificates diminishes and all such taxable income will be so treated if the   
adjusted price of the Residual Certificate is zero.                             

The portion of your REMIC taxable income consisting of the excess     
inclusions generally may not be offset by other deductions, including net       
operating loss carryforwards, on your return. However, net operating loss       
carryovers are determined without regard to excess inclusion income. Further,   
if you are an organization subject to the tax on unrelated business income      

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imposed by Code Section 511, the excess inclusions will be treated as unrelated 
business taxable income to you for purposes of Code Section 511. In addition,   
REMIC taxable income is subject to 30% withholding tax with respect to certain  
persons who are not U.S. Persons, as defined below under "--Tax-Related         
Restrictions on Transfer of Residual Certificates--Foreign Investors" below,    
and that portion attributable to excess inclusions is not eligible for any      
reduction in the rate of withholding tax, by treaty or otherwise. See           
"--Taxation of Certain Foreign Investors--Residual Certificates" below.         
Finally, if a real estate investment trust or a regulated investment company    
owns a Residual Certificate, a portion (allocated under Treasury regulations    
yet to be issued) of dividends paid by the real estate investment trust or a    
regulated investment company could not be offset by net operating losses of its 
shareholders, would constitute unrelated business taxable income for tax-exempt 
shareholders, and would be ineligible for reduction of withholding to certain   
persons who are not U.S. Persons. Section 593 institutions ("thrift             
institutions") are not permitted to use net operating losses and other          
allowable deductions to offset their excess inclusion income from Residual      
Certificates that have "significant value" within the meaning of the REMIC      
Regulations.                                                                    

  In addition, the Code provides three rules for determining the effect of
excess inclusions on your alternative minimum taxable income of a Residual      
Certificateholder. First, your alternative minimum taxable income is determined 
without regard to the special rule, discussed above, that taxable income cannot 
be less than excess inclusions. Second, your alternative minimum taxable income 
for a taxable year cannot be less than the excess inclusions for the year.      
Third, the amount of any alternative minimum tax net operating loss deduction   
must be computed without regard to any excess inclusions.                       

Tax-Related Restrictions on Transfer of Residual Certificates.            

Disqualified Organizations. If any legal or beneficial interest in a  
Residual Certificate is transferred to a Disqualified Organization (as defined  
below), a tax would be imposed in an amount equal to the product of (1) the     
present value of the total anticipated excess inclusions with respect to that   
Residual Certificate for periods after the transfer and (2) the highest         
marginal federal income tax rate applicable to corporations. The REMIC          
Regulations provide that the anticipated excess inclusions are based on actual  
prepayment experience to the date of the transfer and projected payments based  
on the Prepayment Assumption. The present value rate equals the applicable      
Federal rate under Code Section 1274(d) as of the date of the transfer for a    
term ending with the last calendar quarter in which excess inclusions are       
expected to accrue. The tax generally would be imposed on the transferor of the 
Residual Certificate, except that where the transfer is through an agent,       
including a broker, nominee or other middleman, for a Disqualified              
Organization, the tax would instead be imposed on that agent. However, a        
transferor of a Residual Certificate would in no event be liable for the tax    
with respect to a transfer if the transferee furnishes to the transferor an     
affidavit that the transferee is not a Disqualified Organization and, as of the 
time of the transfer, the transferor does not have actual knowledge that the    
affidavit is false. The tax also may be waived by the Treasury Department if    
the Disqualified Organization promptly disposes of the residual interest and    
the transferor pays income tax at the highest corporate rate on the excess      
inclusions for the period the Residual Certificate is actually held by the      
Disqualified Organization.                                                      

In addition, if a Pass-Through Entity (as defined below) has excess   
inclusion income with respect to a Residual Certificate during a taxable year   
and a Disqualified Organization is the record holder of an equity interest in   
that entity, then a tax is imposed on the entity equal to the product of (1)    
the amount of excess inclusions on the Residual Certificate that are allocable  
to the interest in the Pass-Through Entity during the period the interest is    
held by the Disqualified Organization, and (2) the highest marginal federal     
corporate income tax rate. This tax would be deductible from the ordinary gross 
income of the Pass-Through Entity for the taxable year. The Pass-Through Entity 
would not be liable for the tax if it has received an affidavit from the record 
holder that it is not a Disqualified Organization or stating the holder's       
taxpayer identification number and, during the period that person is the record 
holder of the Residual Certificate, the Pass-Through Entity does not have       
actual knowledge that the affidavit is false.                                   

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If an "electing large partnership" holds a Residual Certificate, all  
interests in the electing large partnership are treated as held by Disqualified 
Organizations for purposes of the tax imposed upon a Pass-Through Entity by     
Section 860E(c) of the Code. An exception to this tax, otherwise available to a 
Pass-Through Entity that is furnished certain affidavits by record holders of   
interests in the entity and that does not know the affidavits are false, is not 
available to an electing partnership.                                           

For these purposes:                                                       

     1. "Disqualified Organization" means the United States, any state or one of
       their political subdivisions, any foreign government, any international
   organization, any agency or instrumentality of any of the foregoing
      (provided, that the term does not include an instrumentality if all of
its activities are subject to tax and a majority of its board of
     directors is not selected by one of those governmental entities), any
cooperative organization furnishing electric energy or providing
        telephone service to persons in rural areas as described in Code Section
      1381(a)(2)(C), and any organization (other than a farmers' cooperative
     described in Code Section 521) that is exempt from taxation under the
Code unless that organization is subject to the tax on unrelated
business income imposed by Code Section 511,                    

2. "Pass-Through Entity" means any regulated investment company, real 
        estate investment trust, common trust fund, partnership, trust or estate
        and certain corporations operating on a cooperative basis. Except as may
        be provided in Treasury regulations, any person holding an interest in a
       Pass-Through Entity as a nominee for another will, with respect to that
interest, be treated as a Pass-Through Entity, and              

   3. an "electing large partnership" means any partnership having more than
     100 members during the preceding tax year (other than certain service
  partnerships and commodity pools), which elect to apply simplified
reporting provisions under the Code.                            

The Pooling Agreement with respect to a series of certificates will   
provide that no legal or beneficial interest in a Residual Certificate may be   
transferred unless (1) the proposed transferee provides to the transferor and   
the trustee an affidavit providing its taxpayer identification number and       
stating that the transferee is the beneficial owner of the Residual             
Certificate, is not a Disqualified Organization and is not purchasing the       
Residual Certificates on behalf of a Disqualified Organization (i.e., as a      
broker, nominee or other middleman), and (2) the transferor provides a          
statement in writing to the Depositor and the trustee that it has no actual     
knowledge that the affidavit is false. Moreover, the Pooling Agreement will     
provide that any attempted or purported transfer in violation of these transfer 
restrictions will be null and void and will vest no rights in any purported     
transferee. Each Residual Certificate with respect to a series will bear a      
legend referring to the restrictions on transfer, and each Residual             
Certificateholder will be deemed to have agreed, as a condition of ownership of 
the Residual Certificates, to any amendments to the related Pooling Agreement   
required under the Code or applicable Treasury regulations to effectuate the    
foregoing restrictions. Information necessary to compute an applicable excise   
tax must be furnished to the IRS and to the requesting party within 60 days of  
the request, and the Depositor or the trustee may charge a fee for computing    
and providing that information.                                                 

Noneconomic Residual Interests. The REMIC Regulations would disregard 
certain transfers of Residual Certificates, in which case the transferor would  
continue to be treated as the owner of the Residual Certificates and thus would 
continue to be subject to tax on its allocable portion of the net income of the 
REMIC Pool. Under the REMIC Regulations, a transfer of a "noneconomic residual  
interest" (as defined below) to a Residual Certificateholder (other than a      
Residual Certificateholder who is not a U.S. Person, as defined under           
"--Foreign Investors" below) is disregarded for all federal income tax purposes 
if a significant purpose of the transferor is to impede the assessment or       
collection of tax. A residual interest in a REMIC, including a residual         
interest with a positive value at issuance, is a "noneconomic residual          
interest" unless, at the time of the transfer, (1) the present value of the     
expected future distributions on the residual                                   

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interest at least equals the product of the present value of the anticipated    
excess inclusions and the highest corporate income tax rate in effect for the   
year in which the transfer occurs, and (2) the transferor reasonably expects    
that the transferee will receive distributions from the REMIC at or after the   
time at which taxes accrue on the anticipated excess inclusions in an amount    
sufficient to satisfy the accrued taxes. The anticipated excess inclusions and  
the present value rate are determined in the same manner as set forth under     
"--Disqualified Organizations" above. The REMIC Regulations explain that a      
significant purpose to impede the assessment or collection of tax exists if the 
transferor, at the time of the transfer, either knew or should have known that  
the transferee would be unwilling or unable to pay taxes due on its share of    
the taxable income of the REMIC. Under the REMIC Regulations, as amended July   
19, 2002, a safe harbor is provided if (1) the transferor conducted, at the     
time of the transfer, a reasonable investigation of the financial condition of  
the transferee and found that the transferee historically had paid its debts as 
they came due and found no significant evidence to indicate that the transferee 
would not continue to pay its debts as they came due in the future, (2) the     
transferee represents to the transferor that it understands that, as the holder 
of the noneconomic residual interest, the transferee may incur tax liabilities  
in excess of cash flows generated by the interest and that the transferee       
intends to pay taxes associated with holding the residual interest as they      
become due, (3) the transferee represents to the transferor that it will not    
cause income from the Residual Certificate to be attributable to a foreign      
permanent establishment or fixed base (within the meaning of an applicable      
income tax treaty) of the transferee or any other person and (4) either the     
"formula test" or the "assets test," (each described below) is satisfied. The   
Pooling Agreement with respect to each series of certificates will require the  
transferee of a Residual Certificate to certify to the matters in clauses (1),  
(2) and (3) of the preceding sentence as part of the affidavit described under  
the heading "--Disqualified Organizations" above. The transferor must have no   
actual knowledge or reason to know that those statements are false.             

   The formula test is satisfied if the present value of the anticipated tax
liabilities associated with holding the noneconomic residual interest cannot    
exceed the sum of                                                               

(i)     the present value of any consideration given to the transferee  
to acquire the interest;                                

(ii)    the present value of the expected future distributions on the   
interest; and                                           

(iii)   the present value of the anticipated tax savings associated with
holding the interest as the REMIC generates losses.     

  For purposes of these computations, the transferee is assumed to pay tax
at the highest rate of tax specified in Section 11(b)(1) of the Code (currently 
35%) or, in certain circumstances, the alternative minimum tax rate. Further,   
present values generally are computed using a discount rate equal to the        
short-term Federal rate set forth in Section 1274(d) of the Code for the month  
of the transfer and the compounding period used by the transferee.              

   The assets test is satisfied if (i) the transferee must be a domestic "C"
corporation (other than a corporation exempt from taxation or a regulated       
investment company or real estate investment trust) that meets certain gross    
and net asset tests (generally, $100 million of gross assets and $10 million of 
net assets for the current year and the two preceding fiscal years); (ii) the   
transferee must agree in writing that any subsequent transferee of the residual 
interest would meet the requirements for a safe harbor transfer; and (iii) the  
facts and circumstances known to the transferor on or before the date of the    
transfer must not reasonably indicate that the taxes associated with ownership  
of the residual interest will not be paid by the transferee.                    

 Foreign Investors. The REMIC Regulations provide that the transfer of a
Residual Certificate that has "tax avoidance potential" to a "foreign person"   
will be disregarded for all federal tax purposes. This rule appears intended to 
apply to a transferee who is not a U.S. Person (as defined below), unless the   
transferee's income is effectively connected with the conduct of a trade or     
business within the United States. A Residual Certificate is deemed to have tax 
avoidance potential unless, at the time of the transfer, (1) the future value   
of expected distributions equals at least 30% of the anticipated excess         
inclusions after the transfer, and (2) the transferor                           

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reasonably expects that the transferee will receive sufficient distributions    
from the REMIC Pool at or after the time at which the excess inclusions accrue  
and prior to the end of the next succeeding taxable year for the accumulated    
withholding tax liability to be paid. If the Non-U.S. Person transfers the      
Residual Certificates back to a U.S. Person, the transfer will be disregarded   
and the foreign transferor will continue to be treated as the owner unless      
arrangements are made so that the transfer does not have the effect of allowing 
the transferor to avoid tax on accrued excess inclusions.                       

    The prospectus supplement relating to a series of certificates may provide
that a Residual Certificate may not be purchased by or transferred to any       
person that is not a U.S. Person or may describe the circumstances and          
restrictions pursuant to which a transfer may be made. The term "U.S. Person"   
means a citizen or resident of the United States, a corporation or partnership  
(except to the extent provided in applicable Treasury regulations) created or   
organized in or under the laws of the United States, any state, or the District 
of Columbia, including any entity treated as a corporation or partnership for   
federal income tax purposes, an estate that is subject to United States federal 
income tax regardless of the source of its income, or a trust if a court within 
the United States is able to exercise primary supervision over the              
administration of that trust, and one or more such U.S. Persons have the        
authority to control all substantial decisions of that trust (or, to the extent 
provided in applicable Treasury regulations, certain trusts in existence on     
August 20, 1996 which are eligible to elect to be treated as U.S. Persons).     

Sale or Exchange of a Residual Certificate.                               

 Upon the sale or exchange of a Residual Certificate, you will recognize
gain or loss equal to the excess, if any, of the amount realized over your      
adjusted basis, as described under "--Taxation of Residual Certificates--Basis  
and Losses" above, in the Residual Certificate at the time of the sale or       
exchange. In addition to reporting the taxable income of the REMIC Pool, you    
will have taxable income to the extent that any cash distribution to you from   
the REMIC Pool exceeds the adjusted basis on that distribution date. That       
income will be treated as gain from the sale or exchange of the Residual        
Certificates. It is possible that the termination of the REMIC Pool may be      
treated as a sale or exchange of Residual Certificates, in which case, you will 
have an adjusted basis in the Residual Certificates remaining when your         
interest in the REMIC Pool terminates, and if you hold the Residual Certificate 
as a capital asset under Code Section 1221, then you will recognize a capital   
loss at that time in the amount of the remaining adjusted basis.                

   Any gain on the sale of Residual Certificates will be treated as ordinary
income (1) if you hold the Residual Certificates as part of a "conversion       
transaction" as defined in Code Section 1258(c), up to the amount of interest   
that would have accrued on your net investment in the conversion transaction at 
120% of the appropriate applicable Federal rate in effect at the time the       
taxpayer entered into the transaction minus any amount previously treated as    
ordinary income with respect to any prior disposition of property that was held 
as a part of that transaction or (2) if you are a non-corporate taxpayer, to    
the extent that you have made an election under Code Section 163(d)(4) to have  
net capital gains taxed as investment income at ordinary income rates. In       
addition, gain or loss recognized from the sale of a Residual Certificate by    
certain banks or thrift institutions will be treated as ordinary income or loss 
pursuant to Code Section 582(c).                                                

    The Conference Committee Report to the Reform Act provides that, except as
provided in Treasury regulations yet to be issued, the wash sale rules of Code  
Section 1091 will apply to dispositions of Residual Certificates where the      
seller of those certificates, during the period beginning six months before the 
sale or disposition of the Residual Certificate and ending six months after the 
sale or disposition, acquires (or enters into any other transaction that        
results in the application of Section 1091) any residual interest in any REMIC  
or any interest in a "taxable mortgage pool" (such as a non-REMIC owner trust)  
that is economically comparable to a Residual Certificate.                      

Mark to Market Regulations.                                               

 The IRS has issued regulations, the "Mark to Market Regulations," under
Code Section 475 relating to the requirement that a securities dealer mark to   
market securities held for sale to                                              

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customers. This mark-to-market requirement applies to all securities of a       
dealer, except to the extent that the dealer has specifically identified a      
security as held for investment. The Mark to Market Regulations provide that,   
for purposes of this mark-to-market requirement, a Residual Certificate is not  
treated as a security and thus may not be marked to market. The Mark to Market  
Regulations apply to all Residual Certificates acquired on or after January 4,  
1995.                                                                           

TAXES THAT MAY BE IMPOSED ON THE REMIC POOL                                     

Prohibited Transactions.                                                  

Income from certain transactions by the REMIC Pool, called prohibited 
transactions, will not be part of the calculation of income or loss includible  
in the federal income tax returns of Residual Certificateholders, but rather    
will be taxed directly to the REMIC Pool at a 100% rate. Prohibited             
transactions generally include                                                  

1. the disposition of a qualified mortgage other than for:            

      (a)   substitution within two years of the Startup Day for a defective
        (including a defaulted) obligation (or repurchase in lieu of
             substitution of a defective (including a defaulted) obligation at
              any time) or for any qualified mortgage within three months of the
Startup Day,                                        

       (b)   foreclosure, default or imminent default of a qualified mortgage,

(c)   bankruptcy or insolvency of the REMIC Pool, or            

(d)   a qualified (complete) liquidation,                       

    2. the receipt of income from assets that are not the type of mortgages or
investments that the REMIC Pool is permitted to hold,           

3. the receipt of compensation for services or                        

     4. the receipt of gain from disposition of cash flow investments other than
pursuant to a qualified liquidation.                            

Notwithstanding (1) and (4) it is not a prohibited transaction to sell
REMIC Pool property to prevent a default on Regular Certificates as a result of 
a default on qualified mortgages or to facilitate a clean-up call, generally,   
an optional termination to save administrative costs when no more than a small  
percentage of the certificates is outstanding. The REMIC Regulations indicate   
that the modification of a mortgage loan generally will not be treated as a     
disposition if it is occasioned by a default or reasonably foreseeable default, 
an assumption of the mortgage loan, the waiver of a due-on-sale or              
due-on-encumbrance clause or the conversion of an interest rate by a mortgagor  
pursuant to the terms of a convertible adjustable rate mortgage loan.           

Contributions to the REMIC Pool After the Startup Day.                    

   In general, the REMIC Pool will be subject to a tax at a 100% rate on the
value of any property contributed to the REMIC Pool after the Startup Day.      
Exceptions are provided for cash contributions to the REMIC Pool:               

1. during the three months following the Startup Day,                 

2. made to a qualified reserve fund by a Residual Certificateholder,  

3. in the nature of a guarantee,                                      

4. made to facilitate a qualified liquidation or clean-up call, and   

5. as otherwise permitted in Treasury regulations yet to be issued.   

Net Income from Foreclosure Property.                                     

The REMIC Pool will be subject to federal income tax at the highest   
corporate rate on "net income from foreclosure property," determined by         
reference to the rules applicable to real estate                                

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investment trusts. Generally, property acquired by foreclosure or deed in lieu  
of foreclosure would be treated as "foreclosure property" for a period ending   
with the third calendar year following the year of acquisition of that          
property, with a possible extension. Net income from foreclosure property       
generally means gain from the sale of a foreclosure property that is inventory  
property and gross income from foreclosure property other than qualifying rents 
and other qualifying income for a real estate investment trust.                 

It is not anticipated that the REMIC Pool will receive income or      
contributions subject to tax under the preceding three paragraphs, except as    
described in the applicable prospectus supplement with respect to net income    
from foreclosure property on a commercial or multifamily residential property   
that secured a mortgage loan. In addition, unless otherwise disclosed in the    
applicable prospectus supplement, it is not anticipated that any material state 
income or franchise tax will be imposed on a REMIC Pool.                        

LIQUIDATION OF THE REMIC POOL                                                   

   If a REMIC Pool adopts a plan of complete liquidation, within the meaning
of Code Section 860F(a)(4)(A)(i), which may be accomplished by designating in   
the REMIC Pool's final tax return a date on which that adoption is deemed to    
occur, and sells all of its assets (other than cash) within a 90-day period     
beginning on the date of the adoption of the plan of liquidation, the REMIC     
Pool will not be subject to the prohibited transaction rules on the sale of its 
assets, provided that the REMIC Pool credits or distributes in liquidation all  
of the sale proceeds plus its cash (other than amounts retained to meet claims) 
to holders of Regular Certificates and Residual Certificateholders within the   
90-day period.                                                                  

ADMINISTRATIVE MATTERS                                                          

  The REMIC Pool will be required to maintain its books on a calendar year
basis and to file federal income tax returns for federal income tax purposes in 
a manner similar to a partnership. The form for that income tax return is Form  
1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return. The       
trustee will be required to sign the REMIC Pool's returns. Treasury regulations 
provide that, except where there is a single Residual Certificateholder for an  
entire taxable year, the REMIC Pool will be subject to the procedural and       
administrative rules of the Code applicable to partnerships, including the      
determination by the IRS of any adjustments to, among other things, items of    
REMIC income, gain, loss, deduction or credit in a unified administrative       
proceeding. The Residual Certificateholder owning the largest percentage        
interest in the Residual Certificates will be obligated to act as "tax matters  
person," as defined in applicable Treasury regulations, with respect to the     
REMIC Pool. Each Residual Certificateholder will be deemed, by acceptance of    
the Residual Certificates, to have agreed (1) to the appointment of the tax     
matters person as provided in the preceding sentence and (2) to the irrevocable 
designation of the trustee as agent for performing the functions of the tax     
matters person.                                                                 

LIMITATIONS ON DEDUCTION OF CERTAIN EXPENSES                                    

An investor who is an individual, estate or trust will be subject to  
limitation with respect to certain itemized deductions described in Code        
Section 67, to the extent that those itemized deductions, in the aggregate, do  
not exceed 2% of the investor's adjusted gross income. In addition, Code        
Section 68 provides that itemized deductions otherwise allowable for a taxable  
year of an individual taxpayer will be reduced by the lesser of (1) 3% of the   
excess, if any, of adjusted gross income over $139,500 for 2003 ($69,750 in the 
case of a married individual filing a separate return) (subject to annual       
adjustments for inflation) or (2) 80% of the amount of itemized deductions      
otherwise allowable for that year. In the case of a REMIC Pool, those           
deductions may include deductions under Code Section 212 for the servicing fee  
and all administrative and other expenses relating to the REMIC Pool, or any    
similar expenses allocated to the REMIC Pool with respect to a regular interest 
it holds in another REMIC. Those investors                                      

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who hold REMIC Certificates either directly or indirectly through certain       
pass-through entities may have their pro rata share of those expenses allocated 
to them as additional gross income, but may be subject to those limitations on  
deductions. In addition, those expenses are not deductible at all for purposes  
of computing the alternative minimum tax, and may cause those investors to be   
subject to significant additional tax liability. Temporary Treasury regulations 
provide that the additional gross income and corresponding amount of expenses   
generally are to be allocated entirely to the holders of Residual Certificates  
in the case of a REMIC Pool that would not qualify as a fixed investment trust  
in the absence of a REMIC election. However, that additional gross income and   
limitation on deductions will apply to the allocable portion of those expenses  
to holders of Regular Certificates, as well as holders of Residual              
Certificates, where those Regular Certificates are issued in a manner that is   
similar to pass-through certificates in a fixed investment trust. In general,   
that allocable portion will be determined based on the ratio that a REMIC       
Certificateholder's income, determined on a daily basis, bears to the income of 
all holders of Regular Certificates and Residual Certificates with respect to a 
REMIC Pool. As a result, individuals, estates or trusts holding REMIC           
Certificates (either directly or indirectly through a grantor trust,            
partnership, S corporation, REMIC, or certain other pass-through entities       
described in the foregoing temporary Treasury regulations) may have taxable     
income in excess of the interest income at the pass-through rate on Regular     
Certificates that are issued in a single class or otherwise consistently with   
fixed investment trust status or in excess of cash distributions for the        
related period on Residual Certificates. Unless otherwise indicated in the      
applicable prospectus supplement, all those expenses will be allocable to the   
Residual Certificates.                                                          

TAXATION OF CERTAIN FOREIGN INVESTORS                                           

Regular Certificates.                                                     

Interest, including original issue discount, distributable to Regular 
Certificateholders who are non-resident aliens, foreign corporations, or other  
Non-U.S. Persons (as defined below), will be considered "portfolio interest"    
and, therefore, generally will not be subject to 30% United States withholding  
tax, provided that the Non-U.S. Person (1) is not a "10-percent shareholder"    
within the meaning of Code Section 871(h)(3)(B) or a controlled foreign         
corporation described in Code Section 881(c)(3)(C) and (2) provides the         
trustee, or the person who would otherwise be required to withhold tax from     
those distributions under Code Section 1441 or 1442, with an appropriate        
statement, signed under penalties of perjury, identifying the beneficial owner  
and stating, among other things, that the beneficial owner of the Regular       
Certificate is a Non-U.S. Person. If that statement, or any other required      
statement, is not provided, 30% withholding will apply unless reduced or        
eliminated pursuant to an applicable tax treaty or unless the interest on the   
Regular Certificate is effectively connected with the conduct of a trade or     
business within the United States by the Non-U.S. Person. In the latter case,   
the Non-U.S. Person will be subject to United States federal income tax at      
regular rates. Prepayment Premiums distributable to Regular Certificateholders  
who are Non-U.S. Persons may be subject to 30% United States withholding tax.   
Investors who are Non-U.S. Persons should consult their own tax advisors        
regarding the specific tax consequences to them of owning a Regular             
Certificate. The term "Non-U.S. Person" means any person who is not a U.S.      
Person.                                                                         

    The IRS has issued regulations which provide new methods of satisfying the
beneficial ownership certification requirement described above. These           
regulations require, in the case of Regular Certificates held by a foreign      
partnership, that (1) the certification described above be provided by the      
partners rather than by the foreign partnership and (2) the partnership provide 
certain information, including a United States taxpayer identification number.  
A look-through rule would apply in the case of tiered partnerships. Non-U.S.    
Persons should consult their own tax advisors concerning the application of the 
certification requirements in these regulations.                                

Residual Certificates.                                                    

  The Conference Committee Report to the Reform Act indicates that amounts
paid to Residual Certificateholders who are Non-U.S. Persons are treated as     
interest for purposes of the 30% (or                                            

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lower treaty rate) United States withholding tax. Treasury regulations provide  
that amounts distributed to Residual Certificateholders may qualify as          
"portfolio interest," subject to the conditions described in "--Regular         
Certificates" above, but only to the extent that (1) the mortgage loans         
(including mortgage loans underlying certain MBS) were issued after July 18,    
1984 and (2) the trust fund or segregated pool of assets in the trust fund (as  
to which a separate REMIC election will be made), to which the Residual         
Certificate relates, consists of obligations issued in "registered form" within 
the meaning of Code Section 163(f)(1). Generally, whole mortgage loans will not 
be, but MBS and regular interests in another REMIC Pool will be, considered     
obligations issued in registered form. Furthermore, a Residual                  
Certificateholder will not be entitled to any exemption from the 30%            
withholding tax (or lower treaty rate) to the extent of that portion of REMIC   
taxable income that constitutes an "excess inclusion." See                      
"--Taxation of Residual Certificates--Limitations on Offset or Exemption of     
REMIC Income" above. If the amounts paid to Residual Certificateholders who are 
Non-U.S. Persons are effectively connected with the conduct of a trade or       
business within the United States by Non-U.S. Persons, 30% (or lower treaty     
rate) withholding will not apply. Instead, the amounts paid to Non-U.S. Persons 
will be subject to United States federal income tax at regular rates. If 30%    
(or lower treaty rate) withholding is applicable, those amounts generally will  
be taken into account for purposes of withholding only when paid or otherwise   
distributed (or when the Residual Certificate is disposed of) under rules       
similar to withholding upon disposition of debt instruments that have original  
issue discount. See "--Tax-Related Restrictions on Transfer of Residual         
Certificates--Foreign Investors" above concerning the disregard of certain      
transfers having "tax avoidance potential." Investors who are Non-U.S. Persons  
should consult their own tax advisors regarding the specific tax consequences   
to them of owning Residual Certificates.                                        

BACKUP WITHHOLDING                                                              

    Distributions made on the Regular Certificates, and proceeds from the sale
of the Regular Certificates to or through certain brokers, may be subject to a  
"backup" withholding tax under Code Section 3406 at a current rate of 30.0%     
(which rate will be reduced to 29% commencing in 2004 and to 28% commencing in  
2006) on "reportable payments" (including interest distributions, original      
issue discount, and, under certain circumstances, principal distributions)      
unless the Regular Certificateholder complies with certain reporting and/or     
certification procedures, including the provision of its taxpayer               
identification number to the trustee, its agent or the broker who effected the  
sale of the Regular Certificate, or that certificateholder is otherwise an      
exempt recipient under applicable provisions of the Code. Any amounts to be     
withheld from distribution on the Regular Certificates would be refunded by the 
IRS or allowed as a credit against the Regular Certificateholder's federal      
income tax liability. The New Regulations will change certain of the rules      
relating to certain presumptions currently available relating to information    
reporting and backup withholding. Non-U.S. Persons are urged to contact their   
own tax advisors regarding the application to them of backup and withholding    
and information reporting.                                                      

REPORTING REQUIREMENTS                                                          

Reports of accrued interest, original issue discount and information  
necessary to compute the accrual of any market discount on the Regular          
Certificates will be made annually to the IRS and to individuals, estates,      
non-exempt and non-charitable trusts, and partnerships who are either holders   
of record of Regular Certificates or beneficial owners who own Regular          
Certificates through a broker or middleman as nominee. All brokers, nominees    
and all other non-exempt holders of record of Regular Certificates (including   
corporations, non-calendar year taxpayers, securities or commodities dealers,   
real estate investment trusts, investment companies, common trust funds, thrift 
institutions and charitable trusts) may request that information for any        
calendar quarter by telephone or in writing by contacting the person designated 
in IRS Publication 938 with respect to a particular series of Regular           
Certificates. Holders through nominees must request that information from the   
nominee.                                                                        

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 The IRS's Form 1066 has an accompanying Schedule Q, Quarterly Notice to
Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation.       
Treasury regulations require that Schedule Q be furnished by the REMIC Pool to  
each Residual Certificateholder by the end of the month following the close of  
each calendar quarter (41 days after the end of a quarter under proposed        
Treasury regulations) in which the REMIC Pool is in existence.                  

Treasury regulations require that, in addition to the foregoing       
requirements, information must be furnished quarterly to Residual               
Certificateholders, furnished annually, if applicable, to holders of Regular    
Certificates, and filed annually with the IRS concerning Code Section 67        
expenses, see "--Limitations on Deduction of Certain Expenses" above, allocable 
to those holders. Furthermore, under those regulations, information must be     
furnished quarterly to Residual Certificateholders, furnished annually to       
holders of Regular Certificates, and filed annually with the IRS concerning the 
percentage of the REMIC Pool's assets meeting the qualified asset tests         
described under "--Status of REMIC Certificates" above.                         

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 FEDERAL INCOME TAX CONSEQUENCES FOR CERTIFICATES AS
TO WHICH NO REMIC ELECTION IS MADE

STANDARD CERTIFICATES                                                           

General.                                                                        

In the event that no election is made to treat a trust fund (or a     
segregated pool of assets in the trust fund) with respect to a series of        
certificates that are not designated as "--Stripped Certificates," as described 
below, as a REMIC (certificates of that kind of series are referred to as       
"Standard Certificates"), in the opinion of Cadwalader, Wickersham & Taft LLP   
the trust fund will be classified as a grantor trust under subpart E, Part 1 of 
subchapter J of the Code and not as an association taxable as a corporation or  
a "taxable mortgage pool" within the meaning of Code Section 7701(i). Where     
there is no fixed retained yield with respect to the mortgage loans underlying  
the Standard Certificates, the holder of a Standard Certificate (a "Standard    
Certificateholder") in that series will be treated as the owner of a pro rata   
undivided interest in the ordinary income and corpus portions of the trust fund 
represented by its Standard Certificate and will be considered the beneficial   
owner of a pro rata undivided interest in each of the mortgage loans, subject   
to the discussion under "--Recharacterization of Servicing Fees" below.         
Accordingly, the holder of a Standard Certificate of a particular series will   
be required to report on its federal income tax return its pro rata share of    
the entire income from the mortgage loans represented by its Standard           
Certificate, including interest at the coupon rate on those mortgage loans,     
original issue discount (if any), prepayment fees, assumption fees, and late    
payment charges received by the master servicer, in accordance with that        
Standard Certificateholder's method of accounting. A Standard Certificateholder 
generally will be able to deduct its share of the servicing fee and all         
administrative and other expenses of the trust fund in accordance with its      
method of accounting, provided that those amounts are reasonable compensation   
for services rendered to that trust fund. However, investors who are            
individuals, estates or trusts who own Standard Certificates, either directly   
or indirectly through certain pass-through entities, will be subject to         
limitation with respect to certain itemized deductions described in Code        
Section 67, including deductions under Code Section 212 for the servicing fee   
and all the administrative and other expenses of the trust fund, to the extent  
that those deductions, in the aggregate, do not exceed two percent of an        
investor's adjusted gross income. In addition, Code Section 68 provides that    
itemized deductions otherwise allowable for a taxable year of an individual     
taxpayer will be reduced by the lesser of (1) 3% of the excess, if any, of      
adjusted gross income over $139,500 for 2003 ($69,750 in the case of a married  
individual filing a separate return) (subject to annual adjustments for         
inflation), or (2) 80% of the amount of itemized deductions otherwise allowable 
for that year. As a result, those investors holding Standard Certificates,      
directly or indirectly through a pass-through entity, may have aggregate        
taxable income in excess of the aggregate amount of cash received on those      
Standard Certificates with respect to interest at the pass-through rate on      
those Standard Certificates. In addition, those expenses are not deductible at  
all for purposes of computing the alternative minimum tax, and may cause the    
investors to be subject to significant additional tax liability. Moreover,      
where there is fixed retained yield with respect to the mortgage loans          
underlying a series of Standard Certificates or where the servicing fee is in   
excess of reasonable servicing compensation, the transaction will be subject to 
the application of the "stripped bond" and "stripped coupon" rules of the Code, 
as described under "--Stripped Certificates" and "--Recharacterization of       
Servicing Fees," below.                                                         

Tax Status.                                                                     

    In the opinion of Cadwalader, Wickersham & Taft LLP, Standard Certificates
will have the following status for federal income tax purposes:                 

     1. Standard Certificate owned by a "domestic building and loan association"
    within the meaning of Code Section 7701(a)(19) will be considered to
represent "loans....secured by                                  

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      an interest in real property which is . . . residential real property"
       within the meaning of Code Section 7701(a)(19)(C)(v), provided that the
      real property securing the mortgage loans represented by that Standard
 Certificate is of the type described in that section of the Code.

 2. Standard Certificate owned by a real estate investment trust will be
       considered to represent "real estate assets" within the meaning of Code
       Section 856(c)(5)(B) to the extent that the assets of the related trust
     fund consist of qualified assets, and interest income on those assets
        will be considered "interest on obligations secured by mortgages on real
property" to such extent within the meaning of Code Section     
856(c)(3)(B).                                                   

     3. Standard Certificate owned by a REMIC will be considered to represent an
 "obligation...which is principally secured by an interest in real
        property" within the meaning of Code Section 860G(a)(3)(A) to the extent
that the assets of the related trust fund consist of "qualified 
mortgages" within the meaning of Code Section 860G(a)(3).       

4. Standard Certificate owned by a financial asset securitization     
   investment trust will be considered to represent "permitted assets"
within the meaning of Code Section 860L(c).                     

Premium and Discount.                                                           

    Standard Certificateholders are advised to consult with their tax advisors
as to the federal income tax treatment of premium and discount arising either   
upon initial acquisition of Standard Certificates or thereafter.                

    Premium. The treatment of premium incurred upon the purchase of a Standard
Certificate will be determined generally as described under "--Federal Income   
Tax Consequences for REMIC Certificates--Taxation of Residual                   
Certificates--Treatment of Certain Items of REMIC Income and Expense--Premium"  
above.                                                                          

Original Issue Discount. The original issue discount rules will be    
applicable to a Standard Certificateholder's interest in those mortgage loans   
as to which the conditions for the application of those sections are met. Rules 
regarding periodic inclusion of original issue discount income are applicable   
to mortgages of corporations originated after May 27, 1969, mortgages of        
noncorporate mortgagors (other than individuals) originated after July 1, 1982, 
and mortgages of individuals originated after March 2, 1984. Under the OID      
Regulations, the original issue discount could arise by the charging of points  
by the originator of the mortgages in an amount greater than a statutory de     
minimis exception, including a payment of points currently deductible by the    
borrower under applicable Code provisions or, under certain circumstances, by   
the presence of "teaser rates" on the mortgage loans.                           

Original issue discount must generally be reported as ordinary gross  
income as it accrues under a constant interest method that takes into account   
the compounding of interest, in advance of the cash attributable to that        
income. Unless indicated otherwise in the applicable prospectus supplement, no  
prepayment assumption will be assumed for purposes of that accrual. However,    
Code Section 1272 provides for a reduction in the amount of original issue      
discount includible in the income of a holder of an obligation that acquires    
the obligation after its initial issuance at a price greater than the sum of    
the original issue price and the previously accrued original issue discount,    
less prior payments of principal. Accordingly, if the mortgage loans acquired   
by a Standard Certificateholder are purchased at a price equal to the then      
unpaid principal amount of the mortgage loans, no original issue discount       
attributable to the difference between the issue price and the original         
principal amount of the mortgage loans (i.e., points) will be includible by     
that holder.                                                                    

  Market Discount. Standard Certificateholders also will be subject to the
market discount rules to the extent that the conditions for application of      
those sections are met. Market discount on the mortgage loans will be           
determined and will be reported as ordinary income generally in the manner      
described under "--Federal Income Tax Consequences for REMIC Certificates--     
Taxation of Regular Certificates--Market Discount" above, except that the       
ratable accrual                                                                 

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methods described there will not apply and it is unclear whether a Prepayment   
Assumption would apply. Rather, the holder will accrue market discount pro rata 
over the life of the mortgage loans, unless the constant yield method is        
elected. Unless indicated otherwise in the applicable prospectus supplement, no 
prepayment assumption will be assumed for purposes of that accrual.             

Recharacterization of Servicing Fees.                                           

If the servicing fee paid to the master servicer were deemed to exceed
reasonable servicing compensation, the amount of that excess would represent    
neither income nor a deduction to certificateholders. In this regard, there are 
no authoritative guidelines for federal income tax purposes as to either the    
maximum amount of servicing compensation that may be considered reasonable in   
the context of this or similar transactions or whether, in the case of the      
Standard Certificate, the reasonableness of servicing compensation should be    
determined on a weighted average or loan-by-loan basis. If a loan-by-loan basis 
is appropriate, the likelihood that the amount would exceed reasonable          
servicing compensation as to some of the mortgage loans would be increased. IRS 
guidance indicates that a servicing fee in excess of reasonable compensation    
("excess servicing") will cause the mortgage loans to be treated under the      
"stripped bond" rules. That guidance provides safe harbors for servicing deemed 
to be reasonable and requires taxpayers to demonstrate that the value of        
servicing fees in excess of those amounts is not greater than the value of the  
services provided.                                                              

Accordingly, if the IRS' approach is upheld, a servicer who receives a
servicing fee in excess of those amounts would be viewed as retaining an        
ownership interest in a portion of the interest payments on the mortgage loans. 
Under the rules of Code Section 1286, the separation of ownership of the right  
to receive some or all of the interest payments on an obligation from the right 
to receive some or all of the principal payments on the obligation would result 
in treatment of those mortgage loans as "stripped coupons" and "stripped        
bonds." Subject to the de minimis rule discussed under "--Stripped              
Certificates" below, each stripped bond or stripped coupon could be considered  
for this purpose as a non-interest bearing obligation issued on the date of     
issue of the Standard Certificates, and the original issue discount rules of    
the Code would apply to that holder. While Standard Certificateholders would    
still be treated as owners of beneficial interests in a grantor trust for       
federal income tax purposes, the corpus of the trust could be viewed as         
excluding the portion of the mortgage loans the ownership of which is           
attributed to the master servicer, or as including that portion as a second     
class of equitable interest. Applicable Treasury regulations treat that         
arrangement as a fixed investment trust, since the multiple classes of trust    
interests should be treated as merely facilitating direct investments in the    
trust assets and the existence of multiple classes of ownership interests is    
incidental to that purpose. In general, a recharacterization should not have    
any significant effect upon the timing or amount of income reported by a        
Standard Certificateholder, except that the income reported by a cash method    
holder may be slightly accelerated. See "--Stripped Certificates" below for a   
further description of the federal income tax treatment of stripped bonds and   
stripped coupons.                                                               

Sale or Exchange of Standard Certificates.                                      

Upon sale or exchange of a Standard Certificate, a Standard           
Certificateholder will recognize gain or loss equal to the difference between   
the amount realized on the sale (other than amounts allocable to accrued        
interest) and its aggregate adjusted basis in the mortgage loans and the other  
assets represented by the Standard Certificate. In general, the aggregate       
adjusted basis will equal the Standard Certificateholder's cost for the         
Standard Certificate, increased by the amount of any income previously reported 
with respect to the Standard Certificate and decreased by the amount of any     
losses previously reported with respect to the Standard Certificate and the     
amount of any distributions received on those Standard Certificates. Except as  
provided above with respect to market discount on any mortgage loans, and       
except for certain financial institutions subject to the provisions of Code     
Section 582(c), that gain or loss would be capital gain or loss if the Standard 
Certificate was held as a capital asset. However, gain on the sale of a         
Standard Certificate will be treated as ordinary income (1) if a Standard       
Certificate is                                                                  

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held as part of a "conversion transaction" as defined in Code Section 1258(c),  
up to the amount of interest that would have accrued on the Standard            
Certificateholder's net investment in the conversion transaction at 120% of the 
appropriate applicable Federal rate in effect at the time the taxpayer entered  
into the transaction minus any amount previously treated as ordinary income     
with respect to any prior disposition of property that was held as a part of    
that transaction or (2) in the case of a non-corporate taxpayer, to the extent  
the taxpayer has made an election under Code Section 163(d)(4) to have net      
capital gains taxed as investment income at ordinary income rates. Long-term    
capital gains of certain non-corporate taxpayers generally are subject to lower 
tax rates than ordinary income or short-term capital gains of those taxpayers   
for property held for more than one year. The maximum tax rate for corporations 
is the same with respect to both ordinary income and capital gains.             

Investors that recognize a loss on a sale or exchange of the Standard 
Certificates for federal income tax purposes in excess of certain threshold     
amounts should consult their tax advisors as to the need to file IRS Form 8886  
(disclosing certain potential tax shelters) on their federal income tax         
returns.                                                                        

STRIPPED CERTIFICATES                                                           

General.                                                                        

    Pursuant to Code Section 1286, the separation of ownership of the right to
receive some or all of the principal payments on an obligation from ownership   
of the right to receive some or all of the interest payments results in the     
creation of "stripped bonds" with respect to principal payments and "stripped   
coupons" with respect to interest payments. For purposes of this discussion,    
certificates that are subject to those rules will be referred to as "Stripped   
Certificates." Stripped Certificates include interest-only certificates         
entitled to distributions of interest, with disproportionately small, nominal   
or no distributions of principal and principal-only certificates entitled to    
distributions of principal, with disproportionately small, nominal or no        
distributions of interest as to which no REMIC election is made.                

The certificates will be subject to those rules if:                   

    1. we or any of our affiliates retain, for our own account or for purposes
of resale, in the form of fixed retained yield or otherwise, an 
      ownership interest in a portion of the payments on the mortgage loans,

  2. the master servicer is treated as having an ownership interest in the
mortgage loans to the extent it is paid, or retains, servicing  
   compensation in an amount greater than reasonable consideration for
servicing the mortgage loans (See "--Standard                   
Certificates--Recharacterization of Servicing Fees" above), and 

3. certificates are issued in two or more classes or subclasses       
      representing the right to non-pro-rata percentages of the interest and
principal payments on the mortgage loans.                       

  In general, a holder of a Stripped Certificate will be considered to own
"stripped bonds" with respect to its pro rata share of all or a portion of the  
principal payments on each mortgage loan and/or "stripped coupons" with respect 
to its pro rata share of all or a portion of the interest payments on each      
mortgage loan, including the Stripped Certificate's allocable share of the      
servicing fees paid to the master servicer, to the extent that those fees       
represent reasonable compensation for services rendered. See discussion under   
"--Standard Certificates--Recharacterization of Servicing Fees" above. Although 
not free from doubt, for purposes of reporting to Stripped Certificateholders,  
the servicing fees will be allocated to the Stripped Certificates in proportion 
to the respective entitlements to distributions of each class, or subclass, of  
Stripped Certificates for the related period or periods. The holder of a        
Stripped Certificate generally will be entitled to a deduction each year in     
respect of the servicing fees, as described under "--Standard                   
Certificates--General" above, subject to the limitation described there.        

Code Section 1286 treats a stripped bond or a stripped coupon as an   
obligation issued at an original issue discount on the date that the stripped   
interest is purchased. Although the                                             

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treatment of Stripped Certificates for federal income tax purposes is not clear 
in certain respects at this time, particularly where the Stripped Certificates  
are issued with respect to a Mortgage Pool containing variable-rate mortgage    
loans, in the opinion of Cadwalader, Wickersham & Taft LLP (1) the trust fund   
will be treated as a grantor trust under subpart E, Part 1 of subchapter J of   
the Code and not as an association taxable as a corporation or a "taxable       
mortgage pool" within the meaning of Code Section 7701(i), and (2) each         
Stripped Certificate should be treated as a single installment obligation for   
purposes of calculating original issue discount and gain or loss on             
disposition. This treatment is based on the interrelationship of Code Section   
1286, Code Sections 1272 through 1275, and the OID Regulations. While under     
Code Section 1286 computations with respect to Stripped Certificates arguably   
should be made in one of the ways described under "--Taxation of Stripped       
Certificates--Possible Alternative Characterizations" below, the OID            
Regulations state, in general, that two or more debt instruments issued by a    
single issuer to a single investor in a single transaction should be treated as 
a single debt instrument for original issue discount purposes. The applicable   
Pooling Agreement will require that the trustee make and report all             
computations described below using this aggregate approach, unless substantial  
legal authority requires otherwise.                                             

    Furthermore, Treasury regulations issued December 28, 1992 provide for the
treatment of a Stripped Certificate as a single debt instrument issued on the   
date it is purchased for purposes of calculating any original issue discount.   
In addition, under these regulations, a Stripped Certificate that represents a  
right to payments of both interest and principal may be viewed either as issued 
with original issue discount or market discount, as described below, at a de    
minimis original issue discount, or, presumably, at a premium. This treatment   
suggests that the interest component of that Stripped Certificate would be      
treated as qualified stated interest under the OID Regulations, other than in   
the case of an interest-only Stripped Certificate or a Stripped Certificate on  
which the interest is substantially disproportionate to the principal amount.   
Further, these final regulations provide that the purchaser of a Stripped       
Certificate will be required to account for any discount as market discount     
rather than original issue discount if either (1) the initial discount with     
respect to the Stripped Certificate was treated as zero under the de minimis    
rule, or (2) no more than 100 basis points in excess of reasonable servicing is 
stripped off the related mortgage loans. This market discount would be          
reportable as described under "--Federal Income Tax Consequences for REMIC      
Certificates--Taxation of Regular Certificates--Market Discount" above, without 
regard to the de minimis rule there, assuming that a prepayment assumption is   
employed in that computation.                                                   

Status of Stripped Certificates.                                                

No specific legal authority exists as to whether the character of the 
Stripped Certificates, for federal income tax purposes, will be the same as     
that of the mortgage loans. Although the issue is not free from doubt, in the   
opinion of Cadwalader, Wickersham & Taft LLP, Stripped Certificates owned by    
applicable holders should be considered to represent "real estate assets"       
within the meaning of Code Section 856(c)(4)(A), "obligation[s] principally     
secured by an interest in real property" within the meaning of Code Section     
860G(a)(3)(A), and "loans . . . secured by an interest in real property which   
is . . . residential real property" within the meaning of Code Section          
7701(a)(19)(C)(v), and interest (including original issue discount) income      
attributable to Stripped Certificates should be considered to represent         
"interest on obligations secured by mortgages on real property" within the      
meaning of Code Section 856(c)(3)(B), provided that in each case the mortgage   
loans and interest on those mortgage loans qualify for that treatment.          

Taxation of Stripped Certificates.                                              

    Original Issue Discount. Except as described under "--General" above, each
Stripped Certificate will be considered to have been issued at an original      
issue discount for federal income tax purposes. Original issue discount with    
respect to a Stripped Certificate must be included in ordinary income as it     
accrues, in accordance with a constant interest method that takes into account  
the compounding of interest, which may be prior to the receipt of the cash      
attributable to that income. Based in part on the OID Regulations and the       
amendments to the original issue                                                

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discount sections of the Code made by the Reform Act, the amount of original    
issue discount required to be included in the income of a holder of a Stripped  
Certificate (referred to in this discussion as a "Stripped Certificateholder")  
in any taxable year likely will be computed generally as described under        
"--Federal Income Tax Consequences for REMIC Certificates--Taxation of Regular  
Certificates--Original Issue Discount" and "--Variable Rate Regular             
Certificates" above. However, with the apparent exception of a Stripped         
Certificate qualifying as a market discount obligation, as described under      
"--General" above, the issue price of a Stripped Certificate will be the        
purchase price paid by each holder of the Stripped Certificate, and the stated  
redemption price at maturity will include the aggregate amount of the payments, 
other than qualified stated interest to be made on the Stripped Certificate to  
that Stripped Certificateholder, presumably under the Prepayment Assumption.    

  If the mortgage loans prepay at a rate either faster or slower than that
under the Prepayment Assumption, a Stripped Certificateholder's recognition of  
original issue discount will be either accelerated or decelerated and the       
amount of the original issue discount will be either increased or decreased     
depending on the relative interests in principal and interest on each mortgage  
loan represented by that Stripped Certificateholder's Stripped Certificate.     
While the matter is not free from doubt, the holder of a Stripped Certificate   
should be entitled in the year that it becomes certain, assuming no further     
prepayments, that the holder will not recover a portion of its adjusted basis   
in that Stripped Certificate to recognize an ordinary loss, if it is a          
corporation, or a short-term capital loss, if it is not a corporation and does  
not hold the Stripped Certificate in connection with a trade or business, equal 
to that portion of unrecoverable basis.                                         

    As an alternative to the method described above, the fact that some or all
of the interest payments with respect to the Stripped Certificates will not be  
made if the mortgage loans are prepaid could lead to the interpretation that    
the interest payments are "contingent" within the meaning of the OID            
Regulations. The OID Regulations, as they relate to the treatment of contingent 
interest, are by their terms not applicable to prepayable securities such as    
the Stripped Certificates. However, if final regulations dealing with           
contingent interest with respect to the Stripped Certificates apply the same    
principles as the OID Regulations, those regulations may lead to different      
timing of income inclusion that would be the case under the OID Regulations.    
Furthermore, application of those principles could lead to the characterization 
of gain on the sale of contingent interest Stripped Certificates as ordinary    
income. Investors should consult their tax advisors regarding the appropriate   
tax treatment of Stripped Certificates.                                         

   Sale or Exchange of Stripped Certificates. Sale or exchange of a Stripped
Certificate prior to its maturity will result in gain or loss equal to the      
difference, if any, between the amount received and the Stripped                
Certificateholder's adjusted basis in that Stripped Certificate, as described   
under "--Federal Income Tax Consequences for REMIC Certificates--Taxation of    
Regular Certificates--Sale or Exchange of Regular Certificates" above. To the   
extent that a subsequent purchaser's purchase price is exceeded by the          
remaining payments on the Stripped Certificates by more than the statutory de   
minimis amount, that subsequent purchaser will be required for federal income   
tax purposes to accrue and report that excess as if it were original issue      
discount in the manner described above. It is not clear for this purpose        
whether the assumed prepayment rate that is to be used in the case of a         
Stripped Certificateholder other than an original Stripped Certificateholder    
should be the Prepayment Assumption or a new rate based on the circumstances at 
the date of subsequent purchase.                                                

Investors that recognize a loss on a sale or exchange of the Stripped 
Certificates for federal income tax purposes in excess of certain threshold     
amounts should consult their tax advisors as to the need to file IRS Form 8886  
(disclosing certain potential tax shelters) on their federal income tax         
returns.                                                                        

Purchase of More Than One Class of Stripped Certificates. Where an    
investor purchases more than one class of Stripped Certificates, it is          
currently unclear whether for federal income tax purposes those classes of      
Stripped Certificates should be treated separately or aggregated for purposes   
of the rules described above.                                                   

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Possible Alternative Characterizations. The characterizations of the  
Stripped Certificates discussed above are not the only possible interpretations 
of the applicable Code provisions. For example, the Stripped Certificateholder  
may be treated as the owner of                                                  

     1. one installment obligation consisting of that Stripped Certificate's pro
     rata share of the payments attributable to principal on each mortgage
    loan and a second installment obligation consisting of that Stripped
        Certificate's pro rata share of the payments attributable to interest on
each mortgage loan,                                             

2. as many stripped bonds or stripped coupons as there are scheduled  
payments of principal and/or interest on each mortgage loan or  

   3. a separate installment obligation for each mortgage loan, representing
  the Stripped Certificate's pro rata share of payments of principal
and/or interest to be made with respect thereto.                

   Alternatively, the holder of one or more classes of Stripped Certificates
may be treated as the owner of a pro rata fractional undivided interest in each 
mortgage loan to the extent that the Stripped Certificate, or classes of        
Stripped Certificates in the aggregate, represent the same pro rata portion of  
principal and interest on that mortgage loan, and a stripped bond or stripped   
coupon (as the case may be), treated as an installment obligation or contingent 
payment obligation, as to the remainder. Final regulations issued regarding     
original issue discount on stripped obligations make the foregoing              
interpretations less likely to be applicable. The preamble to those regulations 
states that they are premised on the assumption that an aggregation approach is 
appropriate for determining whether original issue discount on a stripped bond  
or stripped coupon is de minimis, and solicits comments on appropriate rules    
for aggregating stripped bonds and stripped coupons under Code Section 1286.    

Because of these possible varying characterizations of Stripped       
Certificates and the resultant differing treatment of income recognition,       
Stripped Certificateholders are urged to consult their own tax advisors         
regarding the proper treatment of Stripped Certificates for federal income tax  
purposes.                                                                       

REPORTING REQUIREMENTS AND BACKUP WITHHOLDING                                   

  The trustee will furnish, within a reasonable time after the end of each
calendar year, to each Standard Certificateholder or Stripped Certificateholder 
at any time during that year, the information, prepared on the basis described  
above, as the trustee deems to be necessary or desirable to enable those        
certificateholders to prepare their federal income tax returns. The information 
will include the amount of original issue discount accrued on certificates held 
by persons other than certificateholders exempted from the reporting            
requirements. The amounts required to be reported by the trustee may not be     
equal to the proper amount of original issue discount required to be reported   
as taxable income by a certificateholder, other than an original                
certificateholder that purchased at the issue price. In particular, in the case 
of Stripped Certificates, unless provided otherwise in the applicable           
prospectus supplement, the reporting will be based upon a representative        
initial offering price of each class of Stripped Certificates. The trustee will 
also file the original issue discount information with the IRS. If a            
certificateholder fails to supply an accurate taxpayer identification number or 
if the Secretary of the Treasury determines that a certificateholder has not    
reported all interest and dividend income required to be shown on his federal   
income tax return, backup withholding at a current rate of 30.0% (which rate    
will be reduced to 29% commencing in 2004 and to 28% commencing in 2006) may be 
required in respect of any reportable payments, as described under "--Federal   
Income Tax Consequences for REMIC Certificates--Taxes That May Be Imposed on    
the REMIC Pool--Backup Withholding" above.                                      

TAXATION OF CERTAIN FOREIGN INVESTORS                                           

To the extent that a certificate evidences ownership in mortgage loans
that are issued on or before July 18, 1984, interest or original issue discount 
paid by the person required to withhold                                         

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tax under Code Section 1441 or 1442 to nonresident aliens, foreign              
corporations, or other Non-U.S. Persons generally will be subject to 30% United 
States withholding tax, or a lower rate as may be provided for interest by an   
applicable tax treaty. Accrued original issue discount recognized by the        
Standard Certificateholder or Stripped Certificateholder on the sale or         
exchange of that certificate also will be subject to federal income tax at the  
same rate.                                                                      

    Treasury regulations provide that interest or original issue discount paid
by the trustee or other withholding agent to a Non-U.S. Person evidencing       
ownership interest in mortgage loans issued after July 18, 1984 will be         
"portfolio interest" and will be treated in the manner, and those persons will  
be subject to the same certification requirements, described under "--Federal   
Income Tax Consequences for REMIC Certificates--Taxes That May Be Imposed on    
the REMIC Pool--Taxation of Certain Foreign Investors--Regular Certificates"    
above.                                                                          

STATE AND OTHER TAX CONSIDERATIONS  

  In addition to the federal income tax consequences described in "Certain
Federal Income Tax Consequences" above, you should consider the state and local 
tax consequences of the acquisition, ownership, and disposition of the offered  
certificates. State tax law may differ substantially from the corresponding     
federal law, and the discussion above does not purport to describe any aspect   
of the tax laws of any state or other jurisdiction. Thus, you should consult    
your own tax advisors with respect to the various tax consequences of           
investments in the offered certificates.                                        

CERTAIN ERISA CONSIDERATIONS  

GENERAL                                                                         

    The Employee Retirement Income Security Act of 1974, as amended, or ERISA,
and the Code impose certain requirements on retirement plans, and on certain    
other employee benefit plans and arrangements, including individual retirement  
accounts and annuities, Keogh plans, collective investment funds, insurance     
company separate accounts and some insurance company general accounts in which  
those plans, accounts or arrangements are invested that are subject to the      
fiduciary responsibility provisions of ERISA and Section 4975 of the Code (all  
of which are referred to as "Plans"), and on persons who are fiduciaries with   
respect to Plans, in connection with the investment of Plan assets. Certain     
employee benefit plans, such as governmental plans (as defined in ERISA Section 
3(32)), and, if no election has been made under Section 410(d) of the Code,     
church plans (as defined in Section 3(33) of ERISA) are not subject to ERISA    
requirements. However, those plans may be subject to the provisions of other    
applicable federal, state or local law ("Similar Law") materially similar to    
the foregoing provisions of ERISA or the Code. Moreover, those plans, if        
qualified and exempt from taxation under Sections 401(a) and 501(a) of the      
Code, are subject to the prohibited transaction rules set forth in Section 503  
of the Code.                                                                    

ERISA generally imposes on Plan fiduciaries certain general fiduciary 
requirements, including those of investment prudence and diversification and    
the requirement that a Plan's investments be made in accordance with the        
documents governing the Plan. In addition, ERISA and the Code prohibit a broad  
range of transactions involving assets of a Plan and persons ("Parties in       
Interest") who have certain specified relationships to the Plan, unless a       
statutory, regulatory or administrative exemption is available. Certain Parties 
in Interest that participate in a prohibited transaction may be subject to an   
excise tax imposed pursuant to Section 4975 of the Code, unless a statutory,    
regulatory or administrative exemption is available. These prohibited           
transactions generally are set forth in Section 406 of ERISA and Section 4975   
of the Code. Special caution should be exercised before the assets of a Plan    
are used to purchase an offered certificate if, with respect to those assets,   
the Depositor, the master servicer or the trustee or one of their affiliates,   
either: (a) has investment discretion with respect to the investment of those   
assets of that Plan; or (b) has authority or responsibility to give, or         
regularly gives, investment advice with respect to those assets for a fee and   
pursuant to an agreement or understanding that the advice will serve            

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as a primary basis for investment decisions with respect to those assets and    
that the advice will be based on the particular investment needs of the Plan;   
or (c) is an employer maintaining or contributing to the Plan.                  

Before purchasing any offered certificates with Plan assets, a Plan   
fiduciary should consult with its counsel and determine whether there exists    
any prohibition to that purchase under the requirements of ERISA or Section     
4975 of the Code, whether any prohibited transaction class exemption or any     
individual administrative prohibited transaction exemption (as described below) 
applies, including whether the appropriate conditions set forth in those        
exemptions would be met, or whether any statutory prohibited transaction        
exemption is applicable, and further should consult the applicable prospectus   
supplement relating to that series of offered certificates. Fiduciaries of      
plans subject to a Similar Law should consider the need for, and the            
availability of, an exemption under such applicable Similar Law.                

PLAN ASSET REGULATIONS                                                          

   A Plan's investment in offered certificates may cause the Trust Assets to
be deemed Plan assets. Section 2510.3-101 of the regulations of the United      
States Department of Labor ("DOL") provides that when a Plan acquires an equity 
interest in an entity, the Plan's assets include both the equity interest and   
an undivided interest in each of the underlying assets of the entity, unless    
certain exceptions not applicable to this discussion apply, or unless the       
equity participation in the entity by "benefit plan investors" (that is, Plans  
and certain employee benefit plans not subject to ERISA) is not "significant."  
For this purpose, in general, equity participation in a trust fund will be      
"significant" on any date if, immediately after the most recent acquisition of  
any certificate, 25% or more of any class of certificates is held by benefit    
plan investors.                                                                 

In general, any person who has discretionary authority or control     
respecting the management or disposition of Plan assets, and any person who     
provides investment advice with respect to those assets for a fee, is a         
fiduciary of the investing Plan. If the Trust Assets constitute Plan assets,    
then any party exercising management or discretionary control regarding those   
assets, such as a master servicer, a special servicer or any sub-servicer, may  
be deemed to be a Plan "fiduciary" with respect to the investing Plan, and thus 
subject to the fiduciary responsibility provisions and prohibited transaction   
provisions of ERISA and the Code. In addition, if the Trust Assets constitute   
Plan assets, the purchase of offered certificates by a Plan, as well as the     
operation of the trust fund, may constitute or involve a prohibited transaction 
under ERISA or the Code.                                                        

ADMINISTRATIVE EXEMPTIONS                                                       

 Several underwriters of mortgage-backed securities have applied for and
obtained individual administrative ERISA prohibited transaction exemptions (the 
"Exemptions") which can only apply to the purchase and holding of               
mortgage-backed securities which, among other conditions, are sold in an        
offering with respect to which that underwriter serves as the sole or a         
managing underwriter, or as a selling or placement agent. If one of the         
Exemptions might be applicable to a series of certificates, the related         
prospectus supplement will refer to the possibility, as well as provide a       
summary of the conditions to the applicability.                                 

 The DOL has promulgated amendments (the "Amendments") to the Exemptions
that, among other changes, permit Plans to purchase subordinated certificates   
rated in any of the four highest ratings categories (provided that all other    
requirements of the Exemptions are met). Plan fiduciaries should, and other     
potential investors who may be analyzing the potential liquidity of their       
investment may wish to, consult with their advisors regarding the Amendments.   

INSURANCE COMPANY GENERAL ACCOUNTS                                              

Sections I and III of Prohibited Transaction Class Exemption ("PTCE") 
95-60 exempt from the application of the prohibited transaction provisions of   
Sections 406(a), 406(b) and 407(a) of ERISA and Section 4975 of the Code        
transactions in connection with the acquisition of a security (such             

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as a certificate issued by a trust fund) as well as the servicing, management   
and operation of a trust (such as the trust fund) in which an insurance company 
general account has an interest as a result of its acquisition of certificates  
issued by the trust, provided that certain conditions are satisfied. If these   
conditions are met, insurance company general accounts investing assets that    
are treated as assets of Plans would be allowed to purchase certain classes of  
certificates which do not meet the ratings requirements of the Exemptions. All  
other conditions of the Exemptions would have to be satisfied in order for PTCE 
95-60 to be available. Before purchasing any class of offered certificates, an  
insurance company general account seeking to rely on Sections I and III of PTCE 
95-60 should itself confirm that all applicable conditions and other            
requirements have been satisfied.                                               

  The Small Business Job Protection Act of 1996 added a new Section 401(c)
to ERISA, which provides certain exemptive relief from the provisions of Part 4 
of Title I of ERISA and Section 4975 of the Code, including the prohibited      
transaction restrictions imposed by ERISA and the related excise taxes imposed  
by the Code, for transactions involving an insurance company general account.   
Pursuant to Section 401(c) of ERISA, the DOL issued regulations ("401(c)        
Regulations"), generally effective July 5, 2001, to provide guidance for the    
purpose of determining, in cases where insurance policies supported by an       
insured's general account are issued to or for the benefit of a Plan on or      
before December 31, 1998, which general account assets constitute Plan assets.  
Any assets of an insurance company general account which support insurance      
policies issued to a Plan after December 31, 1998 or issued to Plans on or      
before December 31, 1998 for which the insurance company does not comply with   
the 401(c) Regulations may be treated as Plan assets. In addition, because      
Section 401(c) of ERISA does not relate to insurance company separate accounts, 
separate account assets are still generally treated as Plan assets of any Plan  
invested in that separate account. Insurance companies contemplating the        
investment of general account assets in the offered certificates should consult 
with their counsel with respect to the applicability of Section 401(c) of       
ERISA.                                                                          

UNRELATED BUSINESS TAXABLE INCOME; RESIDUAL CERTIFICATES                        

The purchase of a Residual Certificate by any employee benefit plan   
qualified under Code Section 401(a) and exempt from taxation under Code Section 
501(a), including most varieties of Plans, may give rise to "unrelated business 
taxable income" as described in Code Sections 511-515 and 860E. Further, prior  
to the purchase of Residual Certificates, a prospective transferee may be       
required to provide an affidavit to a transferor that it is not, nor is it      
purchasing a Residual Certificate on behalf of, a "Disqualified Organization,"  
which term as defined above includes certain tax-exempt entities not subject to 
Code Section 511 including certain governmental plans, as discussed above under 
the caption "Certain Federal Income Tax Consequences--Federal Income Tax        
Consequences for REMIC Certificates--Taxation of Residual                       
Certificates--Tax-Related Restrictions on Transfer of Residual                  
Certificates--Disqualified Organizations."                                      

Due to the complexity of these rules and the penalties imposed upon   
persons involved in prohibited transactions, it is particularly important that  
potential investors who are Plan fiduciaries or who are investing Plan assets   
consult with their counsel regarding the consequences under ERISA and the Code  
of their acquisition and ownership of certificates.                             

 The sale of certificates to an employee benefit plan is in no respect a
representation by the Depositor or the Underwriter that this investment meets   
all relevant legal requirements with respect to investments by plans generally  
or by any particular plan, or that this investment is appropriate for plans     
generally or for any particular plan.                                           

LEGAL INVESTMENT  

    The offered certificates will constitute "mortgage related securities" for
purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended   
("SMMEA"), only if so specified in the related prospectus supplement. The       
appropriate characterization of those certificates not qualifying as "mortgage  
related securities" ("Non-SMMEA Certificates") under                            

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various legal investment restrictions, and thus the ability of investors        
subject to these restrictions to purchase those certificates, may be subject to 
significant interpretive uncertainties. Accordingly, investors whose investment 
authority is subject to legal restrictions should consult their own legal       
advisors to determine whether and to what extent the Non-SMMEA Certificates     
constitute legal investments for them.                                          

   Generally, only classes of offered certificates that (1) are rated in one
of the two highest rating categories by one or more nationally recognized       
statistical rating organizations and (2) are part of a series evidencing        
interests in a trust fund consisting of loans secured by first liens and        
originated by certain types of originators as specified in SMMEA, will be       
"mortgage related securities" for purposes of SMMEA. As "mortgage related       
securities," those classes will constitute legal investments for persons,       
trusts, corporations, partnerships, associations, business trusts and business  
entities, including depository institutions, insurance companies, trustees and  
pension funds, created pursuant to or existing under the laws of the United     
States or of any state, including the District of Columbia and Puerto Rico,     
whose authorized investments are subject to state regulation to the same extent 
that, under applicable law, obligations issued by or guaranteed as to principal 
and interest by the United States or any of its agencies or instrumentalities   
constitute legal investments for those entities.                                

 Under SMMEA, a number of states enacted legislation, on or prior to the
October 3, 1991 cut-off for those enactments, limiting to various extents the   
ability of certain entities (in particular, insurance companies) to invest in   
"mortgage related securities" secured by liens on residential, or mixed         
residential and commercial properties, in most cases by requiring the affected  
investors to rely solely upon existing state law, and not SMMEA. Pursuant to    
Section 347 of the Riegle Community Development and Regulatory Improvement Act  
of 1994, which amended the definition of "mortgage related security" to         
include, in relevant part, offered certificates satisfying the rating and       
qualified originator requirements for "mortgage related securities," but        
evidencing interests in a trust fund consisting, in whole or in part, of first  
liens on one or more parcels of real estate upon which are located one or more  
commercial structures, states were authorized to enact legislation, on or       
before September 23, 2001, specifically referring to Section 347 and            
prohibiting or restricting the purchase, holding or investment by               
state-regulated entities in those types of offered certificates. Accordingly,   
the investors affected by any state legislation overriding the preemptive       
effect of SMMEA will be authorized to invest in offered certificates qualifying 
as "mortgage related securities" only to the extent provided in that            
legislation.                                                                    

  SMMEA also amended the legal investment authority of federally-chartered
depository institutions as follows: federal savings and loan associations and   
federal savings banks may invest in, sell or otherwise deal in "mortgage        
related securities" without limitation as to the percentage of their assets     
represented thereby, federal credit unions may invest in those securities, and  
national banks may purchase those securities for their own account without      
regard to the limitations generally applicable to investment securities set     
forth in 12 U.S.C. Section 24 (Seventh), subject in each case to those          
regulations as the applicable federal regulatory authority may prescribe. In    
this connection, the Office of the Comptroller of the Currency (the "OCC") has  
amended 12 C.F.R. Part 1 to authorize national banks to purchase and sell for   
their own account, without limitation as to a percentage of the bank's capital  
and surplus (but subject to compliance with certain general standards in 12     
C.F.R. Section 1.5 concerning "safety and soundness" and retention of credit    
information), certain "Type IV securities," defined in 12 C.F.R. Section 1.2(m) 
to include certain "commercial mortgage-related securities" and "residential    
mortgage-related securities." As so defined, "commercial mortgage-related       
security" and "residential mortgage-related security" mean, in relevant part,   
"mortgage related security" within the meaning of SMMEA, provided that, in the  
case of a "commercial mortgage-related security," it "represents ownership of a 
promissory note or certificate of interest or participation that is directly    
secured by a first lien on one or more parcels of real estate upon which one or 
more commercial structures are located and that is fully secured by interests   
in a pool of loans to numerous obligors." In the absence of any rule or         
administrative interpretation by the OCC                                        

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defining the term "numerous obligors," no representation is made as to whether  
any class of offered certificates will qualify as "commercial mortgage-related  
securities," and thus as "Type IV securities," for investment by national       
banks. The National Credit Union Administration (the "NCUA") has adopted rules, 
codified at 12 C.F.R. Part 703, which permit federal credit unions to invest in 
"mortgage related securities" under certain 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 Office of Thrift     
Supervision (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" (the "1998 Policy Statement")   
of the Federal Financial Institutions Examination Council, which has been       
adopted by the Board of Governors of the Federal Reserve System, the OCC, the   
Federal Deposit Insurance Corporation and the OTS, effective May 26, 1998, and  
by the NCUA, effective October 1, 1998. The 1998 Policy Statement sets forth    
general guidelines which depository institutions must follow in managing risks  
(including market, credit, liquidity, operational (transaction), and legal      
risks) applicable to all securities (including mortgage pass-through securities 
and mortgage-derivative products) used for investment purposes.                 

Institutions whose investment activities are subject to regulation by 
federal or state authorities should review rules, policies and guidelines       
adopted from time to time by those authorities before purchasing any offered    
certificates, as certain classes may be deemed unsuitable investments, or may   
otherwise be restricted, under those rules, policies or guidelines (in certain  
instances irrespective of SMMEA).                                               

The foregoing does not take into consideration the applicability of   
statutes, rules, regulations, orders, guidelines or agreements generally        
governing investments made by a particular investor, including, but not limited 
to, "prudent investor" provisions, percentage-of-assets limits, provisions      
which may restrict or prohibit investment in securities which are not "interest 
bearing" or "income paying," and, with regard to any offered certificates       
issued in book-entry form, provisions which may restrict or prohibit            
investments in securities which are issued in book-entry form.                  

Except as to the status of certain classes of offered certificates as 
"mortgage related securities," no representations are made as to the proper     
characterization of offered certificates for legal investment purposes,         
financial institution regulatory purposes, or other purposes, or as to the      
ability of particular investors to purchase offered certificates under          
applicable legal investment restrictions. The uncertainties described above     
(and any unfavorable future determinations concerning legal investment or       
financial institution regulatory characteristics of the offered certificates)   
may adversely affect the liquidity of the offered certificates.                 

Accordingly, all investors whose investment activities are subject to 
legal investment laws and regulations, regulatory capital requirements or       
review by regulatory authorities should consult with their own legal advisors   
in determining whether and to what extent the offered certificates of any class 
constitute legal investments or are subject to investment, capital or other     
restrictions, and, if applicable, whether SMMEA has been overridden in any      
jurisdiction relevant to that investor.                                         

METHOD OF DISTRIBUTION  

The offered certificates offered by this prospectus and by the related
prospectus supplements will be offered in series through one or more of the     
methods described below. The prospectus supplement prepared for each series     
will describe the method of offering being utilized for that series and will    
state our net proceeds from that sale.                                          

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   We intend that offered certificates will be offered through the following
methods from time to time and that offerings may be made concurrently through   
more than one of these methods or that an offering of a particular series of    
certificates may be made through a combination of two or more of these methods. 
Those methods are as follows:                                                   

     1. by negotiated firm commitment underwriting and public offering by one or
 more underwriters specified in the related prospectus supplement;

2. by placements through one or more placement agents specified in the
        related prospectus supplement primarily with institutional investors and
dealers; and                                                    

3. through direct offerings by the Depositor                          

    If underwriters are used in a sale of any offered certificates (other than
in connection with an underwriting on a best efforts basis), those certificates 
will be acquired by the underwriters for their own account and may be resold    
from time to time in one or more transactions, including negotiated             
transactions, at fixed public offering prices or at varying prices to be        
determined at the time of sale or at the time of commitment. The underwriters   
may be broker-dealers affiliated with us. Their identities and material         
relationships to us will be set forth in the related prospectus supplement. The 
managing underwriter or underwriters with respect to the offer and sale of a    
particular series of certificates will be set forth in the cover of the         
prospectus supplement relating to that series and the members of the            
underwriting syndicate, if any, will be named in that prospectus supplement.    

   In connection with the sale of the offered certificates, underwriters may
receive compensation from us or from purchasers of the offered certificates in  
the form of discounts, concessions or commissions. Underwriters and dealers     
participating in the distribution of the offered certificates may be deemed to  
be underwriters in connection with those offered certificates, and any          
discounts or commissions received by them from us and any profit on the resale  
of offered certificates by them may be deemed to be underwriting discounts and  
commissions under the Securities Act of 1933, as amended (the "Securities       
Act").                                                                          

  It is anticipated that the underwriting agreement pertaining to the sale
of any series of certificates will provide that the obligations of the          
underwriters will be subject to certain conditions precedent, that the          
underwriters will be obligated to purchase all offered certificates if any are  
purchased (other than in connection with an underwriting on a best efforts      
basis) and that we will indemnify the several underwriters, and each person, if 
any, who controls that underwriter within the meaning of Section 15 of the      
Securities Act, against certain civil liabilities, including liabilities under  
the Securities Act, or will contribute to payments required to be made in       
respect of these liabilities.                                                   

    The prospectus supplement with respect to any series offered by placements
through dealers will contain information regarding the nature of that offering  
and any agreements to be entered into between us and purchasers of offered      
certificates of that series.                                                    

    We anticipate that the offered certificates offered by this prospectus and
the related prospectus supplement will be sold primarily to institutional       
investors. Purchasers of offered certificates, including dealers, may,          
depending on the facts and circumstances of those purchases, be deemed to be    
"underwriters" within the meaning of the Securities Act in connection with      
reoffers and sales by them of offered certificates. You should consult with     
your legal advisors in this regard prior to any similar reoffer or sale.        

As to each series of certificates, only those classes rated in an     
investment grade rating category by any rating agency will be offered by this   
prospectus. We may initially retain any unrated class and we may sell it at any 
time to one or more institutional investors.                                    

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 

 With respect to each series of certificates offered by this prospectus,
there are incorporated in this prospectus and in the related prospectus         
supplement by reference all documents and                                       

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reports filed or caused to be filed by the Depositor with respect to a trust    
fund pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange   
Act of 1934, that relate specifically to the related series of certificates.    
The Depositor will provide or cause to be provided without charge to each       
person to whom this prospectus is delivered in connection with the offering of  
one or more classes of offered certificates, upon written or oral request of    
that person, a copy of any or all documents or reports incorporated in this     
prospectus by reference, in each case to the extent the documents or reports    
relate to one or more of the classes of offered certificates, other than the    
exhibits to those documents (unless the exhibits are specifically incorporated  
by reference in those documents). Requests to the Depositor should be directed  
in writing to its principal executive offices at 270 Park Avenue, New York, New 
York 10017, Attention: President, or by telephone at (212) 834-9299. The        
Depositor has determined that its financial statements will not be material to  
the offering of any Offered Certificates.                                       

The Depositor filed a registration statement (the "Registration       
Statement") relating to the certificates with the Securities and Exchange       
Commission. This prospectus is part of the Registration Statement, but the      
Registration Statement includes additional information.                         

Copies of the Registration Statement may be obtained from the Public  
Reference Section of the Securities and Exchange Commission, Washington, D.C.   
20549, upon payment of the prescribed charges, or may be examined free of       
charge at the Securities and Exchange Commission's offices, 450 Fifth Street    
N.W., Washington, D.C. 20549 or at the regional offices of the Securities and   
Exchange Commission located at Suite 1400, Citicorp Center, 500 West Madison    
Street, Chicago, Illinois 60661-2511. The Securities and Exchange Commission    
also maintains a site on the World Wide Web at "http://www.sec.gov" at which    
you can view and download copies of reports, proxy and information statements   
and other information filed electronically through the Electronic Data          
Gathering, Analysis and Retrieval ("EDGAR") system. The Depositor has filed the 
Registration Statement, including all exhibits thereto, through the EDGAR       
system, so the materials should be available by logging onto the Securities and 
Exchange Commission's Web site. The Securities and Exchange Commission          
maintains computer terminals providing access to the EDGAR system at each of    
the offices referred to above.                                                  

LEGAL MATTERS 

    The validity of the certificates of each series and certain federal income
tax matters will be passed upon for us by Cadwalader, Wickersham & Taft LLP,    
New York, New York or such other counsel as may be specified in the applicable  
prospectus supplement.                                                          

FINANCIAL INFORMATION 

A new trust fund will be formed with respect to each series of        
certificates, and no trust fund will engage in any business activities or have  
any assets or obligations prior to the issuance of the related series of        
certificates. Accordingly, no financial statements with respect to any trust    
fund will be included in this prospectus or in the related prospectus           
supplement.                                                                     

RATING  

It is a condition to the issuance of any class of offered certificates
that they shall have been rated not lower than investment grade, that is, in    
one of the four highest rating categories, by at least one rating agency.       

 Ratings on mortgage pass-through certificates address the likelihood of
receipt by the holders of those certificates of all collections on the          
underlying mortgage assets to which those holders are entitled. These ratings   
address the structural, legal and issuer-related aspects associated with those  
certificates, the nature of the underlying mortgage assets and the credit       
quality of the guarantor, if any. Ratings on mortgage pass-through certificates 
do not represent any assessment of the likelihood of principal prepayments by   
borrowers or of the degree by which those prepayments might differ from those   
originally anticipated. As a result, you might suffer a lower than anticipated  
yield, and, in addition, holders of stripped interest certificates in extreme   
cases might fail to recoup their initial investments.                           

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   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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INDEX OF PRINCIPAL DEFINITIONS

                                                                    PAGE
                                                                    ----
1998 Policy Statement ...............................................    104    
401(c) Regulations ..................................................    102    
Accrual Certificates ................................................     35    
Accrued Certificate Interest ........................................     35    
ADA .................................................................     68    
Amendments ..........................................................    101    
ARM Loans ...........................................................     24    
Available Distribution Amount .......................................     34    
Bankruptcy Code .....................................................     60    
Book-Entry Certificates .............................................     34    
Cash Flow Agreement .................................................     26    
CERCLA ..............................................................     65    
Certificate Owner ...................................................     41    
certificateholder ...................................................     69    
Code ................................................................     39    
Cooperatives ........................................................     21    
CPR .................................................................     30    
Debt Service Coverage Ratio .........................................     22    
defective obligation ................................................     71    
Definitive Certificates .............................................     34    
Depositor ...........................................................     21    
Determination Date ..................................................     27    
Direct Participants .................................................     40    
Disqualified Organization ...........................................     85    
Distribution Date Statement .........................................     38    
DOL .................................................................    101    
DTC .................................................................     34    
Due Dates ...........................................................     23    
Due Period ..........................................................     27    
EDGAR ...............................................................    106    
electing large partnership ..........................................     85    
Equity Participation ................................................     24    
Event of Default ....................................................     51    
Excess Funds ........................................................     33    
excess servicing ....................................................     95    
Exemptions ..........................................................    101    
FAMC ................................................................     25    
FHLMC ...............................................................     25    
FNMA ................................................................     25    
foreclosure .........................................................     62    
Garn Act ............................................................     66    
GNMA ................................................................     25    
holder ..............................................................     69    
Indirect Participants ...............................................     40    
Insurance and Condemnation Proceeds .................................     46    
L/C Bank ............................................................     56    
Liquidation Proceeds ................................................     46    
Loan-to-Value Ratio .................................................     23    
Lock-out Date .......................................................     24    
Lock-out Period .....................................................     24    
market discount .....................................................     77    
MBS .................................................................     21    
MBS Agreement .......................................................     25    
MBS Issuer ..........................................................     25    
MBS Servicer ........................................................     25    
MBS Trustee .........................................................     25    
Mortgage Asset Seller ...............................................     21    
Mortgage Notes ......................................................     21    
Mortgaged Properties ................................................     21    
Mortgages ...........................................................     21    
NCUA ................................................................    104    
Net Leases ..........................................................     22    
Net Operating Income ................................................     22    
Nonrecoverable Advance ..............................................     37    
Non-SMMEA Certificates ..............................................    102    
Non-U.S. Person .....................................................     90    
OCC .................................................................    103    
OID Regulations .....................................................     73    
OTS .................................................................    104    
Participants ........................................................     40    
Parties in Interest .................................................    100    
Pass-Through Entity .................................................     85    
Permitted Investments ...............................................     45    
Plans ...............................................................    100    
Pooling Agreement ...................................................     42    
prepayment ..........................................................     30    
Prepayment Assumption ...............................................     74    
prepayment collar ...................................................     30    
Prepayment Interest Shortfall .......................................     27    
Prepayment Premium ..................................................     24    
PTCE ................................................................    101    
Random Lot Certificates .............................................     73    
Record Date .........................................................     35    
Reform Act ..........................................................     73    
Registration Statement ..............................................    106    
Regular Certificateholder ...........................................     73    
Regular Certificates ................................................     70    
Related Proceeds ....................................................     37    
Relief Act ..........................................................     68    
REMIC ...............................................................      8    
REMIC Certificates ..................................................     70    
REMIC Pool. .........................................................     70    
REMIC Regulations ...................................................     69    
REO Property ........................................................     44    
Residual Certificateholders .........................................     80    

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                                                                PAGE
                                                                ----
Residual Certificates ............................................     35       
secured-creditor exemption .......................................     65       
Securities Act ...................................................    105       
Senior Certificates ..............................................     34       
Servicing Standard ...............................................     44       
Similar Law ......................................................    100       
SMMEA ............................................................    102       
SPA ..............................................................     30       
Standard Certificateholder .......................................     93       
Standard Certificates ............................................     93       
Startup Day ......................................................     71       
Stripped Certificateholder .......................................     98       
Subordinate Certificates .........................................     34       
Sub-Servicing Agreement ..........................................     45       
thrift institutions ..............................................     84       
Title V ..........................................................     67       
Treasury .........................................................     69       
U.S. Person ......................................................     87       
Value ............................................................     23       
Warranting Party .................................................     43       

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The attached diskette contains a Microsoft Excel(1), Version 5.0      
spreadsheet file (the "Spreadsheet File") that can be put on a user-specified   
hard drive or network drive. The Spreadsheet File is "JPMCC 2003-CIBC6.xls." It 
provides, in electronic format, certain statistical information that appears    
under the caption "Description of the Mortgage Pool" in the prospectus          
supplement and in Annex A-1, Annex A-2, Annex B-1 and Annex B-2 to the          
prospectus supplement. Defined terms used in the Spreadsheet File but not       
otherwise defined in the prospectus supplement shall have the respective        
meanings assigned to them in the prospectus supplement. All the information     
contained in the Spreadsheet File is subject to the same limitations and        
qualifications contained in this prospectus supplement. To the extent that the  
information in electronic format contained in the attached diskette is different
from statistical information that appears under the caption "Description of the 
Mortgage Pool" in the prospectus supplement and in Annex A-1, Annex A-2, Annex  
B-1 and Annex B-2 to the prospectus supplement, the information in electronic   
format is superseded by the related information in print format. Prospective    
investors are advised to read carefully and should rely solely on the final     
prospectus supplement and accompanying prospectus relating to the Certificates  
in making their investment decision.                                            

Open the file as you would normally open any spreadsheet in Microsoft 
Excel. Before the file is displayed, a message will appear notifying you that   
the file is Read Only. Click the "READ ONLY" button, and after the file is      
opened, a securities law legend will be displayed. READ THE LEGEND CAREFULLY.   

------------                                                                    
(1) Microsoft Excel is a registered trademark of Microsoft Corporation.         

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YOU SHOULD RELY ON THE INFORMATION CONTAINED OR INCORPORATED BY   
REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ATTACHED PROSPECTUS. WE HAVE    
NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION.                

    WE ARE NOT OFFERING THESE CERTIFICATES IN ANY STATE WHERE THE OFFER IS
NOT PERMITTED.                                                                  
----------------------

TABLE OF CONTENTS 

PROSPECTUS SUPPLEMENT                 
Summary of Certificates ..................................    S-5               
Summary of Terms .........................................    S-7               
Risk Factors .............................................   S-25               
Description of the Mortgage Pool .........................   S-53               
Description of the Certificates ..........................   S-79               
Servicing of the Mortgage Loans ..........................  S-113               
Yield and Maturity Considerations ........................  S-133               
Certain Federal Income Tax Consequences ..................  S-140               
Method of Distribution ...................................  S-141               
Legal Matters ............................................  S-142               
Ratings ..................................................  S-142               
Legal Investment .........................................  S-143               
ERISA Considerations .....................................  S-143               
Index of Principal Definitions ...........................  S-146               

PROSPECTUS                
Summary of Prospectus ....................................      1               
Risk Factors .............................................      9               
Description of the Trust Funds ...........................     21               
Yield and Maturity Considerations ........................     27               
The Depositor ............................................     33               
Use of Proceeds ..........................................     33               
Description of the Certificates ..........................     34               
Description of the Pooling Agreements ....................     42               
Description of Credit Support ............................     55               
Certain Legal Aspects of Mortgage Loans ..................     57               
Certain Federal Income Tax Consequences ..................     69               
State and Other Tax Considerations .......................    100               
Certain ERISA Considerations .............................    100               
Legal Investment .........................................    102               
Method of Distribution ...................................    104               
Incorporation of Certain Information by Reference ........    105               
Legal Matters ............................................    106               
Financial Information ....................................    106               
Rating ...................................................    106               
Index of Principal Definitions ...........................    108               

DEALERS WILL BE REQUIRED TO DELIVER A PROSPECTUS SUPPLEMENT AND   
PROSPECTUS WHEN ACTING AS UNDERWRITERS OF THESE CERTIFICATES AND WITH RESPECT   
TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS. IN ADDITION, ALL DEALERS SELLING   
THESE CERTIFICATES WILL DELIVER A PROSPECTUS SUPPLEMENT AND PROSPECTUS UNTIL    
OCTOBER   , 2003.                                                               

$947,660,000
 (APPROXIMATE)

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

 COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES,
 SERIES 2003-CIBC6

Class A-1 Certificates     $217,100,000 
Class A-2 Certificates     $654,956,000 
Class B Certificates       $ 31,284,000 
Class C Certificates       $ 32,588,000 
Class D Certificates       $ 11,732,000 

 -------------------
 PROSPECTUS SUPPLEMENT
 -------------------

JPMORGAN
CIBC WORLD MARKETS
 ABN AMRO INCORPORATED
 CITIGROUP
 MERRILL LYNCH & CO.

 JULY   , 2003

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