CREDIT SUISSE FIRST BOSTON MORT PASS THR CERT SER 1999 C1
424B5, 2000-07-18
ASSET-BACKED SECURITIES
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<PAGE>
                                              Filed Pursuant to Rule 424(b)(5)
                                              Registration File No.: 333-51771


                   SUBJECT TO COMPLETION, DATED JULY 17, 2000

     PRELIMINARY PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED OCTOBER 12, 1999

                                  $971,600,000
                                  (APPROXIMATE)

          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2000-C1
              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                                    Depositor

                 CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC
                MORGAN STANLEY DEAN WITTER MORTGAGE CAPITAL INC.
                       NATIONAL CONSUMER COOPERATIVE BANK
                              Mortgage Loan Sellers

                                   ----------

     The trust fund will issue nineteen classes of certificates, five of which
are being offered, as listed below. The trust fund will pay interest and/or
principal monthly on the fourth business day following the 11th day of each
month, or if the 11th day is not a business day, on the fourth business day
following the next business day. The first payment of interest and/or principal
will be made on August 17, 2000. The offered certificates represent obligations
of the trust fund only and do not represent obligations of or interests in
Credit Suisse First Boston Mortgage Securities Corp. or any of its affiliates.

     The underwriters have agreed to purchase the offered certificates from the
depositor at a price of    % of the initial principal balance of the offered
certificates plus accrued interest from July 11, 2000. The underwriters propose
to offer the offered certificates from time to time for sale in negotiated
transactions or otherwise, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices.

     INVESTING IN THE CERTIFICATES INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE
S-18 OF THIS PROSPECTUS SUPPLEMENT.

<TABLE>
<CAPTION>
                                                                                                          ASSUMED
                                             APPROXIMATE      ASSUMED                                    WEIGHTED
                                               INITIAL         FINAL       RATED FINAL                    AVERAGE
                       INITIAL CERTIFICATE   PASS-THROUGH   DISTRIBUTION  DISTRIBUTION       RATING        LIFE
        CLASS          BALANCE (+ OR -5%)        RATE          DATE           DATE         FITCH/S&P      (YEARS)
---------------------  ------------------    ------------   ------------ -------------     ---------      -------
<S>                       <C>                   <C>        <C>            <C>               <C>          <C>
Class A-1...........      $184,200,000                       July 2008     April 2062       AAA/AAA
Class A-2...........      $677,500,000                      April 2010     April 2062       AAA/AAA
Class B.............       $50,100,000                       May 2010      April 2062        AA/AA
Class C.............       $44,500,000                       May 2010      April 2062         A/A
Class D.............       $15,300,000                       May 2010      April 2062        A-/A-
</TABLE>

     Delivery of the offered certificates, in book-entry form only, will be made
on or about August 3, 2000.

     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.

     Credit Suisse First Boston Corporation and Morgan Stanley & Co.
Incorporated will act as co-lead and joint book running managers.

CREDIT SUISSE FIRST BOSTON                           MORGAN STANLEY DEAN WITTER

             The date of this prospectus supplement is July   , 2000.

--------------------------------------------------------------------------------
Information contained in this prospectus supplement and the accompanying
prospectus is not complete and may be changed. We may not sell these securities
until the final prospectus supplement and prospectus are delivered. This
prospectus supplement and the accompanying prospectus are not an offer to sell
these securities and are not soliciting an offer to buy these securities in any
state where the offer or sale is not permitted.
--------------------------------------------------------------------------------
<PAGE>

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
         Commercial Mortgage Pass-Through Certificates, Series 2000-C1

                         [MAP OF UNITED STATES OMITTED]

WASHINGTON                  ALABAMA                  CONNECTICUT
6 properties                2 properties             1 property
$99,314,534                 $26,927,105              $8,670,771
8.9% of total               2.4% of total            0.8% of total

OREGON                      KENTUCKY                 MASSACHUSETTS
1 property                  1 property               6 properties
$2,730,895                  $11,421,508              $60,604,995
0.2% of total               1.0% of total            5.5% of total

NEVADA                      FLORIDA                  NEW HAMPSHIRE
2 properties                12 properties            1 property
$6,313,632                  $56,030,518              $4,970,597
0.6% of total               5.0% of total            0.4% of total

CALIFORNIA                  GEORGIA                  PENNSYLVANIA
17 properties               8 properties             4 properties
$141,336,965                $33,364,644              $30,398,332
12.7% of total              3.0% of total            2.7% of total

HAWAII                      SOUTH CAROLINA           OHIO
4 properties                1 property               2 properties
$24,972,537                 $3,241,926               $9,625,606
2.2% of total               0.3% of total            0.9% of total

ARIZONA                     NORTH CAROLINA           INDIANA
5 properties                3 properties             1 property
$9,271,649                  $11,704,892              $29,847,318
0.8% of total               1.1% of total            2.7% of total

COLORADO                    VIRGINIA                 MICHIGAN
1 property                  3 properties             4 properties
$1,987,606                  $20,920,529              $32,592,113
0.2% of total               1.9% of total            2.9% of total

NEW MEXICO                  WASHINGTON, DC           ILLINOIS
1 property                  3 properties             3 properties
$7,493,175                  $51,627,624              $3,015,297
0.7% of total               4.6% of total            0.3% of total

TEXAS                       MARYLAND                 MINNESOTA
18 properties               2 properties             1 property
$72,906,629                 $8,460,793               $2,958,782
6.6% of total               0.8% of total            0.3% of total

OKLAHOMA                    NEW JERSEY               MONTANA
1 property                  6 properties             1 property
$2,757,787                  $28,982,426              $12,671,976
0.2% of total               2.6% of total            1.1% of total

KANSAS                      NEW YORK
6 properties                100 properties
$25,132,247                 $269,744,409
2.3% of total               24.3% of total



                               [PIE CHART OMITTED]

                                  LESS THAN 2%
                             Mobile Home Park 1.64%
                            Unanchored Retail 1.60%
                         Limited Service Lodging 1.28%
                          Extended Stay Lodging 1.28%
                             Assisted Living 1.29%
                               Self Storage 0.47%

                                 OFFICE 27.70%

                             ANCHORED RETAIL 19.50%

                         COOPERATIVE RESIDENTIAL 12.06%

                                MIXED USE 9.82%

                                INDUSTRIAL 9.40%

                               MULTIFAMILY 8.11%

                           FULL SERVICE LODGING 5.90%


                        [LEGEND OMITTED]

   (less than) 1.00% of Cut-Off Date Allocated Loan Amount
        1.00 - 5.99% of Cut-off Date Allocated Loan Amount
        6.00 - 9.99% of Cut-off Date Allocated Loan Amount
(greater than) 9.99% of Cut-off Date Allocated Loan Amount

              [12 PICTURES OF VARIOUS MORTGAGED PROPERTIES OMITTED]

<PAGE>

                                TABLE OF CONTENTS

                              Prospectus Supplement

                                                                           PAGE

EXECUTIVE SUMMARY .....................................................    VI
MORTGAGE LOAN EXECUTIVE SUMMARY .......................................    VII
SUMMARY OF PROSPECTUS SUPPLEMENT ......................................    S-1
RISK FACTORS ..........................................................    S-18
DESCRIPTION OF THE MORTGAGE LOANS .....................................    S-41
     General ..........................................................    S-41
     Security for the Mortgage Loans ..................................    S-43
     The Mortgage Loan Sellers ........................................    S-43
         Credit Suisse First Boston Mortgage Capital LLC ..............    S-43
         Morgan Stanley Dean Witter Mortgage Capital Inc. .............    S-43
         National Consumer Cooperative Bank ...........................    S-43
     CSFB Underwriting Standards ......................................    S-44
     MSDWMC Underwriting Standards ....................................    S-47
     NCCB Underwriting Standards ......................................    S-48
CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS .........................    S-50
     Multiple Note Loans ..............................................    S-50
     Significant Mortgage Loans .......................................    S-51
         The Selig Loans ..............................................    S-53
         The 1211 Avenue of the Americas Loan .........................    S-55
         The IPC Retail Portfolio/Normandie Village Loan ..............    S-58
         The Hastings Village Shopping Center Loan ....................    S-61
         The Crystal Pavilion/Petry Building Loan .....................    S-63
         The L'Enfant Loan ............................................    S-66
         The Claypool Embassy Suites Loan .............................    S-70
         The BMDC Loan ................................................    S-72
         The Gentry Portfolio Loan ....................................    S-74
         The Amazon.com Loan ..........................................    S-76
     Environmental Matters ............................................    S-77
     Certain Terms and Conditions of the Mortgage Loans ...............    S-78
     Additional Mortgage Loan Information .............................    S-89
     Changes in Mortgage Loan Characteristics .........................    S-111
DESCRIPTION OF THE OFFERED CERTIFICATES ...............................    S-112
     General ..........................................................    S-112
     Book-Entry Registration and Definitive Certificates ..............    S-113
     Distributions ....................................................    S-116
         Definitions ..................................................    S-121
     Assumed Final Distribution Date; Rated Final Distribution Date ...    S-125
     Subordination; Allocation of Collateral Support Deficits and
       Certificate Deferred Interest ..................................    S-126
PREPAYMENT AND YIELD CONSIDERATIONS ...................................    S-128
     Yield ............................................................    S-128
     Modeling Assumptions .............................................    S-130
     Rated Final Distribution Date ....................................    S-130
     Weighted Average Life of Offered Certificates ....................    S-130
THE POOLING AND SERVICING AGREEMENT ...................................    S-136
     General ..........................................................    S-136
     Assignment of the Mortgage Loans .................................    S-136
     Representations and Warranties; Repurchase .......................    S-136
     Servicing of the Mortgage Loans; Collection of Payments ..........    S-139
     Advances .........................................................    S-141
     Appraisal Reductions .............................................    S-142
     Accounts .........................................................    S-144
     Withdrawals from the Collection Accounts .........................    S-146
     Enforcement of "Due-on-Sale" and "Due-on-Encumbrance" Clauses ....    S-146
     Inspections; Collection of Operating Information .................    S-147
     Insurance Policies ...............................................    S-148
     Evidence as to Compliance ........................................    S-149
     Certain Matters Regarding the Depositor, the Trustee, the
       Servicers and the Special Servicers ............................    S-149
     Events of Default ................................................    S-150
     Rights Upon Event of Default .....................................    S-151
     Amendment ........................................................    S-151
     Voting Rights ....................................................    S-152
     Realization Upon Mortgage Loans ..................................    S-153
     Modifications ....................................................    S-156
     Optional Termination .............................................    S-157
     The Trustee ......................................................    S-158
     Trustee Fee and Payment of Expenses ..............................    S-158
     Duties of the Trustee ............................................    S-158
     The Servicers ....................................................    S-159
     Servicing Compensation and Payment of Expenses ...................    S-160
     The Special Servicers ............................................    S-162


                                       ii
<PAGE>

     Each Servicer and each Special Servicer Permitted to Buy
       Certificates ...................................................    S-163
     Reports to Certificateholders; Available Information .............    S-163
CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS FOR MORTGAGED PROPERTIES
    LOCATED IN NEW YORK, CALIFORNIA, WASHINGTON, TEXAS,
    MASSACHUSETTS AND FLORIDA .........................................    S-167
     New York .........................................................    S-167
     California .......................................................    S-167
     Washington .......................................................    S-168
     Texas ............................................................    S-168
     Massachusetts ....................................................    S-169
     Florida ..........................................................    S-169
CERTAIN FEDERAL INCOME TAX CONSEQUENCES ...............................    S-169
ERISA CONSIDERATIONS ..................................................    S-171
     Senior Certificates ..............................................    S-171
     Mezzanine Certificates ...........................................    S-173
LEGAL INVESTMENT ......................................................    S-173
USE OF PROCEEDS .......................................................    S-173
UNDERWRITING ..........................................................    S-174
LEGAL MATTERS .........................................................    S-175
RATING ................................................................    S-175
     Yield Maintenance Formulas .......................................    S-1
     Prepayment Penalty Formulas ......................................    S-6

ANNEX A--LOAN CHARACTERISTICS
ANNEX B--COLLATERAL AND STRUCTURAL TERM SHEET
ANNEX C--SERVICER REPORTS
ANNEX D--STATEMENT TO CERTIFICATEHOLDERS
ANNEX E--GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES

                                   Prospectus

PROSPECTUS SUPPLEMENT .....................................................    1
ADDITIONAL INFORMATION ....................................................    1
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE .........................    2
RISK FACTORS ..............................................................    3
THE DEPOSITOR .............................................................    9
USE OF PROCEEDS ...........................................................   10
DESCRIPTION OF THE CERTIFICATES ...........................................   10
THE MORTGAGE POOLS ........................................................   16
SERVICING OF THE MORTGAGE LOANS ...........................................   21
ENHANCEMENT ...............................................................   26
CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS ...............................   28
CERTAIN FEDERAL INCOME TAX CONSEQUENCES ...................................   43
STATE TAX CONSIDERATIONS ..................................................   70
ERISA CONSIDERATIONS ......................................................   70
LEGAL INVESTMENT ..........................................................   72
PLAN OF DISTRIBUTION ......................................................   74
LEGAL MATTERS .............................................................   74
INDEX OF DEFINED TERMS ....................................................   75


                                      iii
<PAGE>

        YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR
TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL
TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE
ON THE DATE OF THIS DOCUMENT OR THE DATES OTHERWISE SPECIFIED IN THIS DOCUMENT.




















        UNTIL OCTOBER   , 2000 (90 DAYS AFTER THE COMMENCEMENT OF THE OFFERING),
ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. THIS IS IN ADDITION TO A DEALER'S
OBLIGATION TO DELIVER A PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
WHEN ACTING AS AN UNDERWRITER AND WITH RESPECT TO UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.


                                       iv
<PAGE>



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

         We provide information to you about the offered certificates 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. You should read both this prospectus
supplement and the accompanying prospectus before investing in any of the
offered certificates.

         You should rely only on the information contained in this prospectus
supplement and accompanying prospectus. If the description of the offered
certificates in the prospectus and in this prospectus supplement varies, you
should rely on the information in this prospectus supplement.

         This prospectus supplement is not an offer to sell these securities,
and is not soliciting an offer to buy these securities, in any state where the
offer or sale is not permitted.

         The photographs of the mortgaged properties included in the prospectus
supplement are not representative of all the mortgaged properties or of any
particular type of mortgaged property.

         The principal executive office of the depositor is Eleven Madison
Avenue, New York, New York 10010.


                                       v
<PAGE>



                                EXECUTIVE SUMMARY
<TABLE>
<CAPTION>

                                    APPROXIMATE
                        INITIAL        % OF                                      ASSUMED
                      CERTIFICATE   AGGREGATE                           INITIAL  WEIGHTED                 ASSUMED           RATED
                      BALANCE OR    INITIAL    APPROXIMATE                PASS-   AVERAGE     ASSUMED      FINAL            FINAL
         RATING(a)     NOTIONAL     CERTIFICATE CREDIT                  THROUGH   LIFE       PRINCIPAL  DISTRIBUTION    DISTRIBUTION
 CLASS   FITCH/S&P    BALANCE(b)     BALANCE    SUPPORT   DESCRIPTION    RATE    (YEARS)(c)    WINDOW      DATE(d)          DATE(e)
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>          <C>           <C>        <C>        <C>            <C>      <C>          <C>         <C>              <C>
  A-1    AAA/AAA      $184,200,000  16.565%    22.509%    Fixed               %                           July 2008       April 2062
------------------------------------------------------------------------------------------------------------------------------------
  A-2    AAA/AAA      $677,500,000  60.926%    22.509%    Fixed               %                           April 2010      April 2062
------------------------------------------------------------------------------------------------------------------------------------
   B     AA/AA         $50,100,000  4.505%     18.004%    Weighted         %(g)                           May 2010        April 2062
                                                          Average Net
                                                          Mortgage
                                                          Rate minus
                                                               %

------------------------------------------------------------------------------------------------------------------------------------
   C     A/A           $44,500,000  4.002%     14.002%    Weighted         %(g)                           May 2010        April 2062
                                                          Average Net
                                                          Mortgage
                                                          Rate minus
                                                               %

------------------------------------------------------------------------------------------------------------------------------------
   D     A-/A-         $15,300,000  1.376%     12.626%    Weighted         %(g)                           May 2010        April 2062
                                                          Average Net
                                                          Mortgage
                                                          Rate minus
                                                             %

------------------------------------------------------------------------------------------------------------------------------------
Private Certificates(h)
------------------------------------------------------------------------------------------------------------------------------------
  A-X    AAA/AAAr    $1,111,999,815 NAP        NAP        (Component       %(f)                           September 2024  April 2062
                                                          Structure)
                                                          Interest Only

------------------------------------------------------------------------------------------------------------------------------------
   E     BBB/BBB       $29,100,000  2.617%     10.009%    Weighted         %(g)                           May 2010        April 2062
                                                          Average Net
                                                          Mortgage Rate
------------------------------------------------------------------------------------------------------------------------------------
   F     BBB-/BBB-     $13,900,000  1.250%     8.759%     Weighted         %(g)                           May 2010        April 2062
                                                          Average Net
                                                          Mortgage Rate
------------------------------------------------------------------------------------------------------------------------------------
   G     BB+/BB+       $30,600,000  2.752%     6.007%     Fixed               %                           June 2010       April 2062
------------------------------------------------------------------------------------------------------------------------------------
   H     BB/BB         $12,500,000  1.124%     4.883%     Fixed               %                           June 2010       April 2062
------------------------------------------------------------------------------------------------------------------------------------
   J     BB-/BB-        $9,800,000  0.881%     4.002%     Fixed               %                           June 2010       April 2062
------------------------------------------------------------------------------------------------------------------------------------
   K     B+/B+         $11,100,000  0.998%     3.004%     Fixed               %                           June 2010       April 2062
------------------------------------------------------------------------------------------------------------------------------------
   L     B/B            $9,700,000  0.872%     2.131%     Fixed               %                           October 2011    April 2062
------------------------------------------------------------------------------------------------------------------------------------
   M     B-/NR          $8,400,000  0.755%     1.376%     Fixed               %                           July 2014       April 2062
------------------------------------------------------------------------------------------------------------------------------------
   N     NR/NR         $15,299,815  1.376%     0.000%     Fixed               %                           September 2024  April 2062
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a)  Ratings shown are those of Fitch, Inc. ("Fitch") and/or Standard and Poor's
     Ratings Services ("S&P"), respectively. Classes marked "NR" will not be
     rated by the applicable rating agency.

(b)  The principal or notional balance of any class may be changed by up to 5%.

(c)  This is the average amount of time in years between the closing date and
     the payment of each dollar of principal. The Class A-X Certificates do not
     have a principal balance and do not receive principal distributions; the
     weighted average life of this class is based on its notional amount, which
     will decrease as the principal balances of the other classes decrease.

(d)  This date was calculated assuming, among other things, that there are no
     voluntary or involuntary prepayments. There may be some voluntary and/or
     involuntary prepayments.

(e)  This date was set at two years after the latest maturity date of any
     mortgage loan which is not a balloon loan or, for any balloon loan, the
     date upon which it would be deemed to mature in accordance with its
     original amortization schedule absent its balloon payment.

(f)  This pass-through rate will change from time to time based on the weighted
     average of the component rates.

(g)  This pass-through rate may change based on the weighted average net
     mortgage rate.

(h)  Not offered hereby.


The Class V-1, Class V-2, Class R and Class LR Certificates are not represented
in this table.


                                       vi
<PAGE>


                         MORTGAGE LOAN EXECUTIVE SUMMARY
                      GENERAL MORTGAGE LOAN CHARACTERISTICS
              (AS OF THE CUT-OFF DATE, UNLESS OTHERWISE INDICATED)
<TABLE>

<S>                                                                                 <C>
Initial Pool Balance(1)..................................................           $1,111,999,815
Number of Mortgage Loans..................................................                     211
Mortgage Loan Seller:(2)
   Credit Suisse First Boston Mortgage Capital LLC........................                   63.5%
   Morgan Stanley Dean Witter Mortgage Capital Inc........................                   24.8%
   National Consumer Cooperative Bank.....................................                   11.7%
Number of Mortgaged Properties............................................                     227
Average Mortgage Loan Principal Balance...................................              $5,270,141
Highest Mortgage Loan Principal Balance...................................             $54,245,305
Lowest Mortgage Loan Principal Balance....................................                 $97,354
Weighted Average Mortgage Rate............................................                 8.2287%
Range of Mortgage Rates...................................................             6.66%-9.93%
Weighted Average Remaining Term to the Earlier of Maturity or Anticipated
   Repayment Date (months)................................................                     114
Range of Remaining Terms to the Earlier of Maturity or Anticipated
   Repayment Date (months)................................................                  58-290
Weighted Average Remaining Amortization Term (months).....................                     341
Range of Remaining Amortization Terms (months)............................                 106-717
Weighted Average Debt Service Coverage Ratio(3)...........................                    1.97
Range of Debt Service Coverage Ratios(3)..................................              1.10-72.25
Weighted Average Loan-to-Value Ratio(3)...................................                     61%
Range of Loan-to-Value Ratios(3)..........................................                  1%-80%
Weighted Average Loan-to-Value Ratio at the Earlier of Anticipated
   Repayment Date or Maturity(3)(4).......................................                     55%
Percentage of Initial Pool Balance made up of:
   Anticipated Repayment Date Loans.......................................                   63.1%
   Fully Amortizing Loans (other than Anticipated Repayment Date Loans)...                    3.7%
   Balloon Loans..........................................................                   33.2%
   Multi-Property Loans...................................................                   15.0%
   Crossed Loans..........................................................                   12.0%
   Residential Cooperative Loans..........................................                   12.1%
</TABLE>

----------
(1)  The aggregate balance may be changed by up to 5%.

(2)  Shown as a percentage of initial pool balance. Loans sold to the Depositor
     by a mortgage loan seller were either originated by such mortgage loan
     seller or acquired by such mortgage loan seller from a third party.

(3)  The Debt Service Coverage Ratios and Loan-to-Value Ratios of loans secured
     by cooperatives are calculated based on the value and projected rental
     revenues of the properties if converted to rental properties as shown in
     the related appraisal.

(4)  Excluding fully amortizing loans (other than Anticipated Repayment Date
     Loans).


                                      vii
<PAGE>


                        SUMMARY OF PROSPECTUS SUPPLEMENT

o    This summary highlights selected information from this prospectus
     supplement and does not contain all of the information that you need to
     consider in making your investment decision.

o    To understand all of the terms of the offered certificates, carefully read
     this prospectus supplement and the accompanying prospectus.

o    This summary provides an overview of certain information to aid your
     understanding and is qualified by the full description presented in this
     prospectus supplement and the accompanying prospectus.

o    Unless otherwise stated, all percentages of the mortgage loans, or of any
     specified group of mortgage loans, referred to in this prospectus
     supplement are calculated using the aggregate cut-off date principal
     balance.

o    References to percentages of mortgaged properties are references to the
     percentages of the initial pool balance represented by the aggregate
     cut-off date principal balance of the related mortgage loans or, in the
     case of multi-property loans, the amount of the related mortgage loan
     allocated to each individual property.

o    All numerical information concerning the mortgage loans is provided on an
     approximate basis.

                                   THE PARTIES

DEPOSITOR           Credit Suisse First Boston Mortgage Securities Corp., a
                    Delaware corporation and an affiliate of one of the mortgage
                    loan sellers and of one of the underwriters.

SERVICERS           CapMark Services, L.P. (formerly known as AMRESCO Services,
                    L.P.) will act as servicer with respect to all mortgage
                    loans other than those mortgage loans sold to the depositor
                    by National Consumer Cooperative Bank. National Consumer
                    Cooperative Bank will act as servicer with respect to the
                    mortgage loans it sells to the depositor. The L'Enfant Loan
                    and the 1211 Avenue of the Americas Loan will be serviced by
                    First Union National Bank and BNY Asset Solutions LLC,
                    respectively, as described herein.

SPECIAL SERVICERS   Lennar Partners, Inc. will act as special servicer with
                    respect to the mortgage loans other than those sold to the
                    depositor by National Consumer Cooperative Bank, except that
                    the 1211 Avenue of the Americas Loan will be specially
                    serviced by ORIX Real Estate Capital Markets, LLC as
                    described herein. National Consumer Cooperative Bank will
                    act as special servicer with respect to the mortgage loans
                    it sells to the depositor. Each special servicer will be
                    responsible for servicing and administering:

                    o    mortgage loans that, in general, are in default or as
                         to which default is imminent; and

                    o    any real estate acquired by the trust upon foreclosure
                         of a related mortgage loan.

                    The holders of greater than 50% of the percentage interests
                    of the controlling class will be entitled to remove Lennar
                    Partners, Inc. (or any successor) as the special servicer of
                    the mortgage loans other than those mortgage loans sold to
                    the depositor by National Consumer Cooperative Bank and
                    appoint a successor special servicer subject to


                                      S-1
<PAGE>

                    written confirmation from each rating agency that such
                    removal and appointment, in and of itself, would not cause a
                    downgrade, qualification or withdrawal of the then current
                    ratings assigned to any class of certificates. At any time
                    during which Lennar Partners, Inc. is the holder of greater
                    than 50% of the percentage interests of the controlling
                    class, Lennar Partners, Inc. may remove National Consumer
                    Cooperative Bank as special servicer with or without cause.
                    National Consumer Cooperative Bank may otherwise be removed
                    as special servicer of the mortgage loans sold by it to the
                    depositor solely by the trustee, solely for cause. Neither
                    the trustee nor any certificateholder will have the right to
                    replace the special servicer of the 1211 Avenue of the
                    Americas loan or the L'Enfant loan.

                    The controlling class will be the most subordinate class of
                    certificates then outstanding which has a certificate
                    balance equal to or greater than 25% of the initial
                    certificate balance of such class (or, if no such class
                    exists, the most subordinate class then outstanding).

                    Any special servicer will be permitted to purchase
                    certificates.

TRUSTEE             Wells Fargo Bank Minnesota, N.A. (formerly known as Norwest
                    Bank Minnesota, National Association).

MORTGAGE LOAN       o    Credit Suisse First Boston Mortgage Capital LLC, a
SELLERS                  Delaware limited liability company and an affiliate of
                         the depositor and one of the underwriters, will sell to
                         the depositor 77 mortgage loans, collectively
                         representing 63.5% of the initial pool balance;


                    o    Morgan Stanley Dean Witter Mortgage Capital Inc., a New
                         York corporation and an affiliate of one of the
                         underwriters, will sell to the depositor 41 mortgage
                         loans, representing 24.8% of the initial pool balance;
                         and

                    o    National Consumer Cooperative Bank, a federally
                         chartered corporation, will sell to the depositor 93
                         mortgage loans, representing 11.7% of the initial pool
                         balance, all of which are secured by residential
                         cooperative properties.

                    SIGNIFICANT DATES AND PERIODS
                    -----------------------------

CUT-OFF DATE        July 11, 2000.

CLOSING DATE        On or about August 3, 2000.

DUE DATES           The dates on which monthly installments of principal
                    and interest are due on the mortgage loans are the
                    following:
<TABLE>
<CAPTION>
                                                % OF INITIAL
                    NUMBER OF MORTGAGE LOANS    POOL BALANCE   DUE DATE
                    ------------------------    ------------   --------
                    <S>                          <C>             <C>
                         146                       41.2%           1st
                           1                        4.5%           9th
                          64                       54.3%           11th
                        ----                      ------
                         211                      100.0%
                        ====                      ======
</TABLE>

DETERMINATION
DATE                The close of business on the 11th day of the month in
                    which the distribution date occurs or, if such 11th day is
                    not a business day, the business day immediately following
                    such 11th day.


                                      S-2
<PAGE>

DISTRIBUTION DATE   The 4th business day following the determination date in
                    each month, commencing on August 17, 2000. A business day is
                    any day other than a Saturday, a Sunday or any day on which
                    banking institutions in the States of New York, Georgia,
                    Maryland, Minnesota or Florida are authorized or obligated
                    by law, executive order or governmental decree to close.

RECORD DATE         The close of business on the last business day of the month
                    immediately preceding the month in which the distribution
                    date occurs.

INTEREST
ACCRUAL PERIOD      The period commencing on the 11th day of the calendar month
                    preceding the month in which the distribution date occurs
                    and ending on the 10th day of the month in which the
                    distribution date occurs. Each interest accrual period is
                    deemed to consist of 30 days.

ASSUMED FINAL
DISTRIBUTION DATE   For each class of certificates, the date set forth on the
                    cover page.

RATED FINAL
DISTRIBUTION DATE   The distribution date occurring in April 2062.

DUE PERIOD          The period beginning on the day following the determination
                    date in the month immediately preceding the month in which
                    the distribution date occurs and ending at the close of
                    business on the determination date of the month in which the
                    distribution date occurs.

                    THE CERTIFICATES
                    ----------------

THE OFFERED
CERTIFICATES        Each class of offered certificates will have the initial
                    certificate balance and the initial pass-through rate set
                    forth below, subject, in the case of each such certificate
                    balance, to a permitted variance of plus or minus 5%.
<TABLE>
<CAPTION>

                                     INITIAL CERTIFICATE          INITIAL
                       CLASS               BALANCE           PASS-THROUGH RATE
                    ----------       -------------------     ------------------
                    <S>                <C>                   <C>
                    Class A-1             $184,200,000                   %
                    Class A-2             $677,500,000                   %
                    Class B                $50,100,000              (1)
                    Class C                $44,500,000              (2)
                    Class D                $15,300,000              (3)
</TABLE>

                    (1)  This pass-through rate will equal the weighted average
                         net mortgage rate minus [___]%.


                    (2)  This pass-through rate will equal the weighted average
                         net mortgage rate minus [___]%.

                    (3)  This pass-through rate will equal the weighted average
                         net mortgage rate minus [___]%.


                                      S-3
<PAGE>

THE PRIVATE CERTIFICATES
(NOT OFFERED HEREBY) The following certificates will also represent beneficial
                     interests in the trust fund, but are not offered hereby:
<TABLE>
<CAPTION>

                                     INITIAL CERTIFICATE          INITIAL
                       CLASS               BALANCE           PASS-THROUGH RATE
                    ----------       -------------------     ------------------
                    <S>                <C>                   <C>
                    Class A-X          $1,111,999,815             (1)
                    Class E               $29,100,000             (2)
                    Class F               $13,900,000             (2)
                    Class G               $30,600,000               %(3)
                    Class H               $12,500,000               %(3)
                    Class J                $9,800,000               %(3)
                    Class K               $11,100,000               %(3)
                    Class L                $9,700,000               %(3)
                    Class M                $8,400,000               %(3)
                    Class N               $15,299,815               %(3)
</TABLE>

                    -----------
                    (1)  The Class A-X Certificates will not have a certificate
                         balance and are not entitled to receive distributions
                         of principal. The notional balance of the Class A-X
                         Certificates will be equal to the aggregate certificate
                         balance of the regular certificates (other than the
                         Class A-X Certificates) immediately prior to the
                         distribution date.

                    (2)  The pass-through rate will be equal to the weighted
                         average net mortgage rate.

                    (3)  Anticipated to be the same as the pass-through rate of
                         the Class A-1 Certificates.

                                  DISTRIBUTIONS
                                  -------------

DISTRIBUTIONS       Funds available for distribution from the mortgage loans
                    will be distributed on each distribution date, net of
                    specified trust expenses (including servicing fees, trustee
                    fees and related compensation).

INTEREST
DISTRIBUTIONS       Interest on the certificates will accrue on a monthly basis
                    and on the basis of a 360-day year consisting of twelve
                    30-day months. Prepayments and defaults may reduce interest
                    distributions.

PRINCIPAL
DISTRIBUTIONS       The amount of principal required to be distributed to the
                    classes entitled to principal on a particular distribution
                    date will, in general, be equal to:

                    o    the principal portion of all scheduled payments, other
                         than balloon payments, which are received or advanced
                         during the related due period;

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

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


                                      S-4
<PAGE>

                    o    the principal portion of proceeds of mortgage loan
                         repurchases received during the related due period.


PRIORITY
OF DISTRIBUTIONS    Distributions will be made on each distribution date.
                    Distributions of interest and principal and allocations of
                    losses are set forth in the chart below. The priority of
                    each class of certificates for the payment of interest and
                    principal is illustrated in descending order. Losses on the
                    mortgage loans will be applied to each class of certificates
                    in ascending order.

                              --------------------------
                          |         Class A-1,            /|\
                          |   Class A-2 and Class A-X(1)   |
                          |   --------------------------   |
                          |               |                |
                          |               |                |   Losses on the
        Distributions of  |           -------              |   Mortgage
            Interest and  |           Class B              |   Loans
               Principal  |           -------              |
                          |               |                |
                          |               |                |
                          |           -------              |
                          |           Class C              |
                          |           -------              |
                          |               |                |
                          |               |                |
                          |           -------              |
                          |           Class D              |
                         \|/          -------              |

                              --------------------------
                                 Private Certificates
                                (other than Class A-X)
                              --------------------------

----------
(1)  Receives only interest distributions.

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

OTHER DISTRIBUTIONS Distributions on the Class V-1 Certificates, Class V-2
                    Certificates, Class LR Certificates and Class R Certificates
                    are limited to the following:

                    o    the Class V-1 and Class V-2 certificateholders will
                         only receive distributions of excess interest (i.e.,
                         interest accrued at a rate higher than the related
                         initial mortgage rate of the mortgage loan) on the
                         mortgage loans that have specified anticipated
                         repayment dates and which are not paid in full as of
                         such date; and

                    o    the Class R and Class LR certificateholders will only
                         receive a distribution after the other
                         certificateholders have received all amounts payable to
                         them.

                    The holders of 100% of the Class V-1 Certificates may
                    purchase any loan sold by Credit Suisse First Boston
                    Mortgage Capital LLC with an anticipated repayment date on
                    or after its anticipated repayment date at the purchase
                    price specified herein (generally equal to the unpaid
                    principal balance thereof, all accrued and unpaid interest
                    on such loan, unreimbursed advances and interest on such
                    advances and any unpaid


                                      S-5
<PAGE>

                    special servicing fees due with respect thereto) and under
                    the circumstances described in this prospectus supplement.
                    The Class V-1 Certificates may not be sold to an entity that
                    owns an interest in a borrower under any of the mortgage
                    loans with an anticipated repayment date sold by Credit
                    Suisse First Boston Mortgage Capital LLC except that Credit
                    Suisse First Boston Mortgage Capital LLC or an affiliate
                    thereof may own or purchase the Class V-1 Certificates.

                    The holders of 100% of the Class V-2 Certificates may
                    purchase any loan sold by Morgan Stanley Dean Witter
                    Mortgage Capital Inc. with an anticipated repayment date on
                    or after its anticipated repayment date at the purchase
                    price specified herein (generally equal to the unpaid
                    principal balance thereof, all accrued and unpaid interest
                    on such loan, unreimbursed advances and interest on such
                    advances and any special servicing fees due with respect
                    thereto) and under the circumstances described in this
                    prospectus supplement. The Class V-2 Certificates may not be
                    sold to an entity that owns an interest in a borrower under
                    any of the mortgage loans with an anticipated repayment date
                    sold by Morgan Stanley Dean Witter Mortgage Capital Inc.
                    except Morgan Stanley Dean Witter Mortgage Capital Inc. or
                    an affiliate thereof may own or purchase the Class V-2
                    Certificates.


ADVANCES            CapMark Services, L.P., in its capacity as servicer, and
                    National Consumer Cooperative Bank, in its capacity as
                    servicer, are each required to advance delinquent principal
                    and interest on the mortgage loans which they service. BNY
                    Asset Solutions, Inc., in its capacity as primary servicer
                    of the 1211 Avenue of the Americas Loan, will be required to
                    advance delinquent principal and interest on such mortgage
                    loan. In each case, the related party will only be required
                    to make such an advance for so long as it determines that
                    such advance is recoverable from the mortgaged property.
                    First Union National Bank, as primary servicer of the
                    L'Enfant Other Note will be required to make all servicing
                    advances with respect to the L'Enfant mortgage loan and will
                    be entitled to reimbursement upon demand from CapMark
                    Services, L.P. on behalf of the trust for its pro rata share
                    of such servicing advance. Any such reimbursement will be
                    treated as a servicing advance by CapMark Services, L.P.
                    under the pooling and servicing agreement. See "The Pooling
                    and Servicing Agreement--Advances" in this prospectus
                    supplement. Such advances generally will equal the
                    delinquent portion of the monthly payment of such mortgage
                    loan, less

                    o    the servicing fee and primary servicing fee, and

                    o    if applicable, the related workout fee.

                    Except with respect to the 1211 Avenue of the Americas loan,
                    if a borrower fails to pay amounts due on the maturity date
                    of the mortgage loan, the related servicer will only advance
                    the amount it would have advanced on a delinquent monthly
                    payment due prior to the maturity date. There will be no
                    advance after the maturity date for the 1211 Avenue of the
                    Americas loan.

                    The servicers will not be required to make advances for
                    penalty charges, yield maintenance premiums, balloon
                    payments or prepayment premiums. In addition, in connection
                    with mortgage loans with anticipated repayment dates, the
                    servicers will not be required to make any advance in
                    respect of excess interest. Any appraisal reduction


                                      S-6
<PAGE>

                    amount will reduce the amount of such advance that will be
                    made by the servicers. If the applicable servicer fails to
                    make a required advance, the trustee is required to make
                    such advance in each case subject to a determination of
                    recoverability.

OPTIONAL
TERMINATION         The following parties will each (in turn, according to the
                    order such parties are listed below) have the option to
                    purchase all of the mortgage loans and all other property
                    remaining in the trust fund on any distribution date on
                    which the aggregate stated principal balance of the mortgage
                    loans is less than 1.00% of the initial pool balance:

                    o    Credit Suisse First Boston Mortgage Capital LLC;

                    o    National Consumer Cooperative Bank;

                    o    Morgan Stanley Dean Witter Mortgage Capital Inc.;

                    o    the holders of a majority of the controlling class;

                    o    Lennar Partners, Inc., as special servicer or its
                         successor special servicer; and

                    o    CapMark Services, L.P., as servicer.

                    In the event that any such party exercises this option, the
                    trust will terminate and all outstanding certificates will
                    be retired, as described in more detail in this prospectus
                    supplement.

DENOMINATIONS       The offered certificates will be issuable in registered
                    form, in the following denominations:

<TABLE>
<CAPTION>
                                                                       MULTIPLES
                                                                       IN EXCESS
                                                                           OF
                                                             INITIAL    INITIAL
                                                             BALANCE    BALANCE
                                                             --------   -------
                     <S>                                     <C>        <C>
                     Offered certificates (certificate
                     balance)..............................  $25,000       $1
</TABLE>

CLEARANCE
AND SETTLEMENT      The offered certificates will be issued in book-entry form
                    and will be evidenced by one or more certificates registered
                    in the name of Cede & Co., as nominee of DTC. Persons
                    acquiring beneficial ownership interests in the offered
                    certificates may elect to hold their book-entry certificate
                    interests either through DTC in the United States or through
                    Clearstream Banking, societe anonyme or The Euroclear
                    System, in Europe. The depositor may elect to terminate the
                    book-entry system through DTC with respect to all or any
                    portion of any class of the offered certificates.

CERTAIN FEDERAL
INCOME TAX
CONSIDERATIONS      REMIC elections will be made with respect to two segregated
                    pools of assets of the trust, referred to as the "Lower-Tier
                    REMIC" and the "Upper-Tier REMIC." All classes of the
                    certificates (other than the Class V-1, Class V-2, Class R
                    and Class LR Certificates) will be "regular interests" in
                    the Upper-Tier REMIC. Pertinent federal income tax
                    consequences of an investment in the offered certificates
                    include:

                    o    Each class of offered certificates will be REMIC
                         "regular interests."


                                      S-7
<PAGE>

                    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 your
                         certificates in accordance with the accrual method of
                         accounting.

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

                    o    Prepayment premiums and yield maintenance charges on
                         the mortgage loans may be ordinary income to the
                         related certificateholders as such amounts accrue.

ERISA
CONSIDERATIONS      The acquisition of an offered certificate by an employee
                    benefit plan or other plan or arrangement subject to the
                    Employee Retirement Income Security Act of 1974, as amended,
                    or to section 4975 of the Internal Revenue Code of 1986, as
                    amended, could, in some instances, result in a prohibited
                    transaction or other violation of the fiduciary
                    responsibility provisions of such laws. It is anticipated
                    that only the following classes of offered certificates may
                    be acquired by such plans or arrangements and by persons
                    investing the assets of such plans or arrangements, provided
                    certain conditions are met:

                    o    Class A-1

                    o    Class A-2

                    In addition, it is anticipated that the following classes of
                    offered certificates may be acquired by insurance company
                    general accounts which contain assets of such plans or
                    arrangements, provided certain conditions are met:

                    o    Class B

                    o    Class C

                    o    Class D

                    Any fiduciary of such plans or arrangements considering
                    whether to purchase offered certificates in any of these
                    classes with assets of or on behalf of such plans or
                    arrangements should consult with its counsel regarding the
                    applicability of the Employee Retirement Income Security Act
                    of 1974, as amended, or to section 4975 of the Internal
                    Revenue Code of 1986, as amended, and the availability of
                    any exemptions from the prohibited transaction provisions of
                    such laws.


                                      S-8
<PAGE>

RATINGS             It is a condition to the issuance of the offered
                    certificates that they receive the following credit ratings
                    from any and all of the following rating agencies:
<TABLE>
<CAPTION>

                                                        STANDARD &
                                                      POOR'S RATINGS
                                     FITCH, INC.         SERVICES
                                     -----------      ---------------
                    <S>              <C>             <C>
                    Class A-1            AAA                AAA
                    Class A-2            AAA                AAA
                    Class B              AA                 AA
                    Class C               A                  A
                    Class D              A-                 A-
</TABLE>

                    The rated final distribution date for each class of offered
                    certificates is the distribution date occurring in April
                    2062. For a description of the limitations of the ratings of
                    the offered certificates, see "Rating."

                    You should consider the following about a security rating:

                    o    it is not a recommendation to buy, sell or hold
                         securities;

                    o    it may be subject to revision or withdrawal at any time
                         by the assigning rating organization;

                    o    it only addresses the likelihood of the timely payment
                         of interest and the ultimate repayment of principal by
                         the rated final distribution date;

                    o    it does not address the frequency of voluntary and
                         involuntary prepayments or the possibility that
                         certificateholders might suffer a lower than
                         anticipated yield; and

                    o    it does not address the likelihood of receipt of
                         prepayment premiums, yield maintenance charges, default
                         interest or excess interest.


LEGAL INVESTMENT    The offered certificates will not constitute "mortgage
                    related securities" for purposes of the Secondary Mortgage
                    Market Enhancement Act of 1984, as amended. Consult your
                    legal advisor as to the appropriate characterization of the
                    offered certificates under any legal investment restrictions
                    applicable to you.


                                      S-9
<PAGE>

                               THE MORTGAGE LOANS
                               ------------------

GENERAL             The trust fund will consist of 211 commercial, multifamily
                    and residential cooperative mortgage loans (including the
                    trust fund's pari passu interest in the loans secured by
                    1211 Avenue of the Americas and L'Enfant Plaza) having the
                    following general characteristics:

                      GENERAL MORTGAGE LOAN CHARACTERISTICS
              (AS OF THE CUT-OFF DATE, UNLESS OTHERWISE INDICATED)
<TABLE>
<S>                                                                                                   <C>
Initial Pool Balance(1)                                                                               $1,111,999,815
Number of Mortgage Loans                                                                                         211
Mortgage Loan Seller(2):
   Credit Suisse First Boston Mortgage Capital LLC                                                             63.5%
   Morgan Stanley Dean Witter Mortgage Capital Inc.                                                            24.8%
   National Consumer Cooperative Bank                                                                          11.7%
Number of Mortgaged Properties                                                                                   227
Average Mortgage Loan Principal Balance                                                                   $5,270,141
Highest Mortgage Loan Principal Balance                                                                  $54,245,305
Lowest Mortgage Loan Principal Balance                                                                       $97,354
Weighted Average Mortgage Rate                                                                               8.2287%
Range of Mortgage Rates                                                                                  6.66%-9.93%
Weighted Average Remaining Term to the Earlier of Maturity or Anticipated Repayment Date (months)                114
Range of Remaining Terms to the Earlier of Maturity or Anticipated Repayment Date (months)                    58-290
Weighted Average Remaining Amortization Term (months)                                                            341
Range of Remaining Amortization Terms (months)                                                               106-717
Weighted Average Debt Service Coverage Ratio (3)                                                                1.97
Range of Debt Service Coverage Ratios (3)                                                                 1.10-72.25
Weighted Average Loan-to-Value Ratio (3)                                                                         61%
Range of Loan-to-Value Ratios (3)                                                                             1%-80%
Weighted Average Loan-to-Value Ratio at the Earlier of Anticipated Repayment Date or Maturity (3)(4)             55%
Percentage of Initial Pool Balance made up of:
   Anticipated Repayment Date Loans                                                                            63.1%
   Fully Amortizing Loans (other than Anticipated Repayment Date Loans)                                         3.7%
   Balloon Loans                                                                                               33.2%
   Multi-Property Loans                                                                                        15.0%
   Crossed Loan                                                                                                12.0%
   Residential Cooperative Loans                                                                               12.1%
</TABLE>

----------
(1)  The aggregate balance may be changed by up to 5%.

(2)  Shown as a percentage of initial pool balance. Loans sold to the Depositor
     by a Mortgage Loan Seller were either originated by such Mortgage Loan
     Seller or acquired by such Mortgage Loan Seller from a third party.

(3)  The Debt Service Coverage Ratios and Loan-to-Value Ratios of loans secured
     by cooperatives are calculated based on value and projected rental revenues
     of the properties if converted to rental properties as shown in the related
     appraisal.

(4)  Excluding fully amortizing loans (other than Anticipated Repayment Date
     Loans).


                                      S-10
<PAGE>



SECURITY FOR
THE MORTGAGE LOANS  Each mortgage loan is secured primarily by one or more first
                    priority mortgages, deeds of trust, or other similar
                    security instruments on the borrower's fee or leasehold
                    interest in real property as set forth in the table below.
                    The mortgaged properties are used for commercial or
                    multifamily residential purposes.
<TABLE>
<CAPTION>

                               INTEREST OF                    NUMBER OF                 % OF
                                 BORROWER                     MORTGAGED             INITIAL POOL
                                ENCUMBERED                    PROPERTIES             BALANCE(1)
           ------------------------------------------       ---------------        ----------------
           <S>                                               <C>                     <C>
           Fee Simple Estate(2)                                  224                     97.3%
           Leasehold Estate                                        3                      2.7
                                                            --------                 --------
           TOTAL                                                 227                    100.0%
                                                            ========                 ========
           ----------------------------------------------------------------------------------------
</TABLE>

(1)  Based on the principal balance of the mortgage loan or, for any
     multi-property loan, the amount allocated to each individual property.

(2)  For any mortgaged property with respect to which the ground lessee and
     ground lessor are both parties to the mortgage, the mortgaged property has
     been categorized as a fee simple estate. For any mortgaged property that
     partially consists of a leasehold interest, the encumbered interest has
     been categorized as a fee simple interest if the leasehold interest does
     not constitute a material portion of the mortgaged property.

LOANS WITH
ANTICIPATED
REPAYMENT DATES     Sixty-seven mortgage loans representing 63.1% of the initial
                    pool balance specify an anticipated repayment date. Such
                    mortgage loans generally have the following terms:

                    o    a substantial amount of principal will be outstanding
                         at the anticipated repayment date;

                    o    the loan can be prepaid on or after the anticipated
                         repayment date without payment of any prepayment
                         premium; and

                    o    a lockbox must be established on or prior to the
                         anticipated repayment date.

                    In addition, loans that are not repaid on the anticipated
                    repayment date:

                    o    accrue interest at a higher rate after the anticipated
                         repayment date;

                    o    apply all cash flow in excess of certain specified
                         expenses, including principa and interest (calculated
                         at the initial interest rate on the amortized principal
                         balance and the initial amortization schedule) and
                         operating expenses, to amortize the mortgage loan until
                         paid in full; and

                    o    apply all cash flow to pay accrued excess interest
                         after principal is paid in full.

LOANS REPRESENTED
BY MULTIPLE NOTES   Three of the mortgage loans, representing 11.4% of the
                    initial pool balance, are secured by mortgages on properties
                    which also secure other loans not included in this trust
                    fund. The L'Enfant Plaza property secures three pari passu
                    notes. Two of such notes were included in two of the
                    depositor's prior rated securitizations and the third note
                    is included in this trust fund. All three notes secured by
                    the L'Enfant Plaza property will be serviced by First Union
                    National Bank, as servicer, and Lennar Partners, Inc., as
                    special servicer, under the



                                      S-11
<PAGE>

                    pooling and servicing agreement relating to one of such
                    prior securitizations.

                    The 1211 Avenue of the Americas property secures two notes:
                    the note included in this trust fund and another note, which
                    was the sole asset of one of the depositor's prior
                    securitizations. Both notes will be primarily serviced by
                    BNY Asset Solutions LLC and specially serviced by ORIX Real
                    Estate Capital Markets, LLC under the terms of a trust and
                    servicing agreement for such other securitization. BNY Asset
                    Solutions LLC, as servicer under such trust and servicing
                    agreement, will be responsible for making all advances with
                    respect to the 1211 Avenue of the Americas loan (as well as
                    the related other mortgage loan). The 1211 Avenue of the
                    Americas mortgage loan included in this trust fund is, upon
                    default, senior to certain subordinate components of the
                    other mortgage loan secured by the 1211 Avenue of the
                    Americas property. The 1211 Avenue of the Americas loan is
                    pari passu with the Component A of the Series 2000-1211
                    Securitization. The Certificates backed by such component
                    were rated "Aaa" by Moody's Investors Service, Inc. and
                    "AAA" by Fitch. See "Certain Characteristics of the Mortgage
                    Loans--Significant Mortgage Loans--The 1211 Avenue of the
                    Americas Loan" in this prospectus supplement.

                    The Crystal Pavilion/Petry Building properties secure four
                    pari passu notes. Three of such notes will be initially
                    retained by Credit Suisse First Boston Mortgage Capital LLC.
                    The Depositor and Credit Suisse First Boston Mortgage
                    Capital LLC will enter into an intercreditor agreement
                    pursuant to which all four notes will be serviced by CapMark
                    Services, L.P., as servicer, and specially serviced by
                    Lennar Partners, Inc., as special servicer, under the
                    pooling and servicing agreement.

                     CROSSED LOANS AND MULTI-PROPERTY LOANS
<TABLE>
<CAPTION>
                                                                                      NUMBER OF       % OF INITIAL
                             TYPE OF MORTGAGE LOAN                                 MORTGAGE LOANS     POOL BALANCE
--------------------------------------------------------------------------         --------------     -------------
<S>                                                                                       <C>             <C>
All multi-property loans                                                                  7               15.0%
All crossed loans                                                                        10               12.0%
Crossed loans and multi-property loans which prohibit release of any
   related mortgaged property                                                             2                2.4%
Crossed loans and multi-property loans which permit release of an
   individual mortgaged property (1)                                                     14               20.8%
</TABLE>

----------
(1)  Generally, these mortgage loans require (a) a defeasance or prepayment (in
     an amount equal to a percentage of the related property release amount, as
     described in the succeeding tables entitled "Crossed Loans" and "Mortgage
     Loans Secured by More than One Mortgaged Property") and (b) that the debt
     service coverage ratio with respect to the remaining properties is not less
     than the greater of (i) a specified debt service coverage ratio and/or (ii)
     in most cases, the debt service coverage ratio immediately prior to such
     defeasance or prepayment.


                                      S-12
<PAGE>

                                  CROSSED LOANS
<TABLE>
<CAPTION>
                                                              CUT-OFF DATE
                                                                PRINCIPAL       % OF INITIAL
 LOAN NO.                      LOAN NAME                         BALANCE        POOL BALANCE     RELEASE PRICE (1)
----------    ---------------------------------------         --------------    -------------    ------------------
<S>          <C>                                                <C>                 <C>              <C>
        1     Selig - 1000 2nd Avenue                            $54,245,305         4.9%             125%
        2     Selig - 190 Queen Anne Building                      8,196,406         0.7              125%
                                                                 -----------      -------
                   TOTAL                                         $62,441,711         5.6%
                                                                 ===========      =======
        4
        5     IPC Retail-Summary                                 $42,422,745         3.8%             125%
              Normandie Village Shopping Center(2)                 5,742,385         0.5              125%
                                                                 -----------      -------
                   TOTAL                                         $48,165,130         4.3%
                                                                 ===========      =======
       20     Conroe Assisted Living                              $6,688,281         0.6%             125%
       21     Arlington Assisted Living                            4,718,022         0.4              125%
       22     Temple Assisted Living                               2,904,307         0.3              125%
                                                                 -----------      -------
                   TOTAL                                         $14,310,610         1.3%
                                                                 ===========      =======
       34     345 East 56th Street                                $5,645,277         0.5%             N/A(3)
       35     136 East 76th Street                                 1,881,759         0.2              N/A(3)
       36     1385 Boston Post Road                                1,386,559         0.1              N/A(3)
                                                                 -----------      -------
                   TOTAL                                          $8,913,596         0.8%
                                                                 ===========      =======
                   TOTAL..................................      $133,831,047        12.0%
                                                                ============      =======
</TABLE>

(1)  The release price shown is the percentage of the property release amount
     that the borrower must prepay or defease, as applicable, in order to obtain
     the release of an individual mortgaged property from the lien of the
     related mortgage.

(2)  The Normandie Village mortgage loan consists of two notes, one of which is
     cross-collateralized and cross-defaulted with the IPC-Retail Summary
     mortgage loan. See "Certain Characteristics of the Mortgage
     Loans--Significant Mortgage Loans--IPC Retail Portfolio/Normandie Village
     Loan."

(3)  Borrower is not permitted to release any individual property without the
     consent of the lender, which may be withheld at the sole discretion of
     lender.

           MORTGAGE LOANS SECURED BY MORE THAN ONE MORTGAGED PROPERTY
<TABLE>
<CAPTION>
                                                                                           % OF
                                                                        CUT-OFF DATE      INITIAL
                                                          NUMBER OF       PRINCIPAL        POOL          RELEASE
 LOAN NO.                     LOAN NAME                   PROPERTIES        BALANCE        BALANCE       PRICE (1)
----------      --------------------------------------     -----------   --------------    ----------     -----------
<S>       <C>                                               <C>          <C>                   <C>          <C>
     4     IPC Retail-Summary                                    4         $42,422,745           3.8%         125%
     7     Crystal Pavilion/Petry Building                       2          39,892,258           3.6          125%
              Summary
    11     Gentry Portfolio-Summary                              4          24,972,537           2.2          125%
    14     Conjunctive Points Office and
              Industrial Portfolio- Summary                      4          21,437,258           1.9          N/A(2)
    18     Alexandria Real Estate Equities-
              Summary                                            2          18,842,309           1.7          125%
    23     Suburban Lodge V-Summary                              5          14,244,827           1.3          125%
    67     LawMan Properties Summary                             2           4,770,112           0.4          N/A(2)
                                                            ------         ------------        -----
                TOTAL.......................                    23         $166,582,046         15.0%
                                                            ======         ============        =====
</TABLE>
----------
(1)  The release price shown is the percentage of the property release amount
     that the borrower must prepay or defease, as applicable, in order to obtain
     the release of an individual mortgaged property from the lien of the
     related mortgage.

(2)  The mortgage loan prohibits the release of an individual mortgaged
     property.


                                      S-13
<PAGE>

LOCKBOX TERMS       Seventy-eight mortgage loans, representing 70.2% of the
                    initial pool balance, generally provide that all rents,
                    credit card receipts, accounts receivable payments and other
                    income derived from the related mortgaged properties will be
                    paid into one of the following three types of lockboxes,
                    each of which is described below:

                    HARD LOCKBOX. Income is paid to a lockbox account controlled
                    by the servicer on behalf of the trust fund, except that
                    with respect to multifamily properties, income is collected
                    and deposited in the lockbox account by the manager of the
                    mortgaged property and, with respect to hospitality
                    properties, cash or "over-the-counter" receipts are
                    deposited into the lockbox account by the manager, while
                    credit card receivables will be deposited directly into a
                    lockbox account;

                    MODIFIED LOCKBOX. Income is paid to the manager of the
                    mortgaged properties, other than multifamily properties,
                    which will deposit all sums collected into a lockbox account
                    on a regular basis; or

                    SPRINGING LOCKBOX. Income is collected by the borrower until
                    the occurrence of a triggering event, following which a hard
                    lockbox is put in place. Examples of triggering events
                    include:

                    o    a failure to pay the related mortgage loan in full on
                         or before the related anticipated repayment date; or

                    o    a decline, by more than a specified amount, in the net
                         operating income of the related mortgaged property; or

                    o    a failure to meet a specified debt service coverage
                         ratio; or

                    o    an event of default under the mortgage.

                    Each mortgage loan that has a lockbox is identified on Annex
                    A. Lockbox accounts will not be assets of the trust fund.
                    The mortgage loans provide for such lockbox accounts as
                    follows:
<TABLE>
<CAPTION>
                                                % OF INITIAL       NUMBER OF
                    TYPE OF LOCKBOX             POOL BALANCE    MORTGAGE LOANS
                    ---------------             ------------    --------------
                    <S>                          <C>                 <C>
                    Hard                             46.0%               28
                    Springing                        24.2                50
                    None                             29.8               133
                                                    -----               ---
                    TOTAL                           100.0%              211
                                                    =====               ===
</TABLE>

PREPAYMENT
CHARACTERISTICS OF
THE MORTGAGE LOANS  Each mortgage loan restricts voluntary prepayments in one or
                    more of the following ways:

                    o    by prohibiting any voluntary prepayments for a
                         specified period of time after the mortgage loan is
                         originated;

                    o    by requiring that any voluntary principal prepayment
                         made during a specified period of time be accompanied
                         by a yield maintenance charge; and/or

                    o    by imposing fees or premiums in connection with full or
                         partial voluntary principal prepayments for a specified
                         period of time.


                                      S-14
<PAGE>

                    The mortgage loans generally provide that principal
                    prepayments may only be made:

                    o    on a due date; or

                    o    accompanied by interest through the next due date.

                    Additional collateral loans may also require partial
                    principal prepayments during the related lockout period.

                    As of the Cut-off date, 100% of the mortgage loans by
                    initial pool balance were within their respective lockout
                    periods, and the weighted average of such lockout and/or
                    defeasance periods was 107 months. See "Certain
                    Characteristics of the Mortgage Loans--Certain Terms and
                    Conditions of the Mortgage Loans--Prepayment Provisions" in
                    this Prospectus Supplement.

DEFEASANCE          One-hundred ninety mortgage loans, representing 93.9% of the
                    initial pool balance, permit the borrower to obtain the
                    release of the related mortgaged property, or, in the case
                    of any crossed loan and most of the multi-property loans,
                    one or more of the related mortgaged properties, from the
                    lien of the related mortgage(s) upon the pledge to the
                    trustee of certain noncallable U.S. government obligations.
                    The U.S. government obligations must provide for payments
                    which equal or exceed scheduled interest and principal
                    payments due under the related mortgage note.

ADDITIONAL
COLLATERAL LOANS    Eight mortgage loans, representing 8.3% of the initial pool
                    balance, are also secured by cash reserves or irrevocable
                    letters of credit. The additional collateral will be
                    released to the borrower upon satisfaction by the borrower
                    of certain performance related conditions which may include,
                    in some cases, meeting debt service coverage ratio levels
                    and/or satisfying leasing conditions. If these conditions
                    are not satisfied within specified time periods, the related
                    reserve or credit enhancement amount may be applied to
                    partially prepay the related mortgage loan. The loan
                    documents relating to six of these mortgage loans,
                    representing 6.9% of the initial pool balance, also require
                    the payment of a yield maintenance charge in connection with
                    any such partial prepayment. See "Certain Characteristics of
                    the Mortgage Loans--Certain Terms and Conditions of the
                    Mortgage Loans--Mortgage Loans which May Require Principal
                    Paydowns" in this Prospectus Supplement.

RISK FACTORS        See "Risk Factors" immediately following this "Summary of
                    Prospectus Supplement" for a discussion of the material
                    risks in connection with the purchase of the offered
                    certificates.

REPORTING
REQUIREMENTS        On each distribution date, the trustee will prepare a
                    statement to holders of the certificates and will make
                    available or, upon request, forward it to the following
                    parties:

                    o    each certificateholder;

                    o    the depositor;

                    o    each servicer;


                                      S-15
<PAGE>

                    o    each special servicer;

                    o    each underwriter;

                    o    each rating agency;

                    o    Bloomberg, L.P.;

                    o    Trepp Group;

                    o    Charter Research Corporation;

                    o    Intex Solutions, Inc.;


                    o    any other party upon the direction of the depositor;
                         and

                    o    if requested in writing, any potential investor.

                    Prior to each distribution date, each servicer will deliver
                    to the trustee the servicer reports described in Annex C
                    with respect to the mortgage loans for which it is the
                    servicer, which are in the form of the standard information
                    package of the Commercial Mortgage Securities Association.
                    On each distribution date, the trustee will consolidate the
                    information in such reports and make available or, upon
                    request, forward such reports to the following parties:

                    o    each certificateholder;

                    o    the depositor;

                    o    each underwriter;

                    o    each rating agency; and

                    o    if requested in writing, any potential investor.

                    In addition, each servicer will also make available at its
                    offices or via electronic means upon reasonable advance
                    written notice and during normal business hours, the
                    following items to the extent it has received them:

                    o    mortgaged property operating statements;

                    o    rent rolls (or maintenance rolls in the event such
                         property is a cooperative);

                    o    retail sales information; and

                    o    mortgaged property inspection reports.

                    In addition, the trustee will make copies of all
                    modifications, waivers and amendments of each mortgage loan
                    available at its offices, upon reasonable advance written
                    notice and during normal business hours.


                                      S-16
<PAGE>

                    A current report on Form 8-K will be filed by the depositor,
                    together with the pooling and servicing agreement, with the
                    Securities and Exchange Commission within fifteen days after
                    the initial issuance of the offered certificates. If
                    mortgage loans are removed from the trust fund after the
                    date hereof but prior to the initial issuance of the
                    certificates, the removal will be reflected in the Form 8-K.
                    The Form 8-K will be available to purchasers and potential
                    purchasers of the offered certificates. You can obtain a
                    copy of the statement to certificateholders and certain
                    other information from the trustee through its home page on
                    the World Wide Web. The website will initially be located at
                    www.ctslink.com/cmbs. You can obtain this information by
                    facsimile by calling (301) 815-6610 and requesting that such
                    information be faxed to you. Certain property level
                    information relating to the loans serviced by CapMark
                    Services, L.P. will be available at its website at
                    www.capmarkservices.com.


                                      S-17
<PAGE>

                                  RISK FACTORS

         The risks and uncertainties described below (in addition to those risks
described in the prospectus under "Risk Factors") summarize the material risks
in connection with the purchase of the offered certificates. All numerical
information concerning the mortgage loans is provided on an approximate basis.

                       RISKS RELATED TO THE MORTGAGE LOANS
                       -----------------------------------

COMMERCIAL AND
MULTIFAMILY LENDING
SUBJECTS YOUR
INVESTMENT
TO SPECIAL RISKS    Commercial and multifamily lending is generally thought to
                    be riskier than single-family residential lending because,
                    among other things, larger loans are made to single
                    borrowers or groups of related borrowers.

                    The mortgage loans are secured by the following
                    income-producing property types:

                    o    office properties;

                    o    anchored and unanchored retail properties;

                    o    multifamily properties;

                    o    hospitality properties;

                    o    industrial properties;

                    o    residential cooperative properties;

                    o    manufactured housing communities;

                    o    self-storage facilities; and

                    o    assisted living facilities.

                    There are additional factors in connection with commercial
                    and multifamily lending, not present in connection with
                    single-family residential lending, which could adversely
                    affect the economic performance of the mortgaged properties.
                    Any one of these additional factors, discussed in more
                    detail in this prospectus supplement, could result in a
                    reduction in the level of cash flow from the mortgaged
                    properties that is required to ensure timely payment on your
                    certificates.

YOUR SOURCE OF
REPAYMENT ON YOUR
CERTIFICATES IS
LIMITED TO
PAYMENTS UNDER
THE COMMERCIAL AND
MULTIFAMILY
MORTGAGE LOANS      Repayment of loans secured by commercial and multifamily
                    properties typically depends on the cash flow produced by
                    such properties. The ratio of net cash flow to debt service
                    of a loan secured by an income-producing property is an
                    important measure of the risk of default on such a loan.


                                      S-18
<PAGE>

                    Payment on each mortgage loan is dependent primarily on:

                    o    the net operating income of the related mortgaged
                         property; and

                    o    with respect to balloon loans or mortgage loans with
                         anticipated repayment dates, the sale proceeds of the
                         related mortgaged property, taking into account any
                         adverse effect of a foreclosure proceeding on such
                         sales proceeds, or refinance proceeds of the mortgage
                         loan, whether at scheduled maturity or on the
                         anticipated repayment date or, in the event of a
                         default under the mortgage loan, upon the acceleration
                         of such maturity.

                    In general, if a mortgage loan has a relatively high
                    loan-to-value ratio or a relatively low debt service
                    coverage ratio, a foreclosure sale is more likely to result
                    in proceeds insufficient to satisfy the outstanding debt.

YOUR INVESTMENT
IS NOT INSURED OR
GUARANTEED          The mortgage loans will not be an obligation of, or be
                    insured or guaranteed by:

                    o    any governmental entity;

                    o    any private mortgage insurer;

                    o    the depositor;

                    o    any mortgage loan seller;

                    o    any servicer;

                    o    any special servicer;

                    o    the trustee; or

                    o    any of their respective affiliates.

                    With respect to certain of the mortgage loans, the trust
                    fund will have the benefit of environmental insurance
                    policies. See "Certain Characteristics of the Mortgage
                    Loans--Environmental Matters" in this prospectus supplement.
                    Except for the mortgage loans secured by cooperative
                    properties and certain other mortgage loans, each mortgage
                    loan is a nonrecourse loan. If there is a default, other
                    than a default resulting from voluntary bankruptcy, fraud or
                    willful misconduct, there will generally only be recourse
                    against the specific properties and other assets that have
                    been pledged to secure such mortgage loan. Even if a
                    mortgage loan provides for recourse to a borrower or its
                    affiliates, it is unlikely the trust fund will ultimately
                    recover any amounts not covered by the mortgaged property.


                                      S-19
<PAGE>

THE REPAYMENT OF
A COMMERCIAL OR
MULTIFAMILY
MORTGAGE LOAN
IS DEPENDENT
ON THE CASH
FLOW PRODUCED BY
THE PROPERTY
WHICH CAN BE
VOLATILE AND
INSUFFICIENT TO
ALLOW TIMELY
PAYMENT ON YOUR
CERTIFICATES        Commercial, multifamily and, to a lesser degree, cooperative
                    cash flows are volatile and may be insufficient to cover
                    debt service on the related mortgage loan at any given time
                    which may cause the value of a property to decline. Cash
                    flows and property values generally affect:

                    o    the ability to cover debt service;

                    o    the ability to pay a mortgage loan in full with sales
                         or refinance proceeds; and

                    o    the amount of proceeds recovered upon foreclosure.

                    Cash flows and property values depend upon a number of
                    factors, including:

                    o    national, regional and local economic conditions;

                    o    local real estate conditions, such as an oversupply of
                         space similar to the related mortgaged property;

                    o    changes or continued weakness in a specific industry
                         segment;

                    o    the nature of expenses:

                         o    as a percentage of revenue;

                         o    whether expenses are fixed or vary with revenue;
                              and

                         o    the level of required capital expenditures for
                              proper maintenance and improvements demanded by
                              tenants;

                    o    demographic factors;

                    o    changes required by retroactive building or similar
                         codes;

                    o    capable management and adequate maintenance;

                    o    location;

                    o    with respect to mortgaged properties with uses subject
                         to significant regulation, changes in applicable laws;

                    o    perceptions by prospective tenants and, if applicable,
                         their customers, of the safety, convenience, services
                         and attractiveness of the property;

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

                    o    whether the mortgaged property is readily convertible
                         to alternative uses.


                                      S-20
<PAGE>

PROPERTY MANAGEMENT
IS IMPORTANT TO THE
SUCCESSFUL
OPERATION OF THE
MORTGAGED PROPERTY  The successful operation of a real estate project depends in
                    part on the performance and viability of the property
                    manager. The property manager is generally responsible for:

                    o    operating the properties and 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 borrower with respect to maintenance and
                         capital improvements.

                    Properties deriving revenues primarily from short-term
                    sources, such as hotels, self-storage facilities and
                    assisted living facilities, generally are more management
                    intensive than properties leased to creditworthy tenants
                    under long-term leases.

                    A good property manager, by controlling costs, providing
                    necessary services to tenants and by overseeing and
                    performing maintenance or improvements on the properties,
                    can improve cash flow, reduce vacancy, leasing and repair
                    costs and preserve building value. On the other hand,
                    management errors can, in some cases, impair short-term cash
                    flow and the long-term viability of an income-producing
                    property.

                    Neither the depositor nor any of the mortgage loan sellers
                    make any representation or warranty as to the skills of any
                    present or future property managers. Furthermore, 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. In addition, certain of the mortgaged properties
                    are managed by affiliates of the applicable borrower. If a
                    mortgage loan is in default or undergoing special servicing,
                    this relationship could disrupt the management of the
                    underlying property, which may adversely affect cash flow;
                    however, the mortgage loans generally permit the lender to
                    remove the property manager upon the occurrence of one or
                    more of the following:

                    o    an event of default;

                    o    a decline in cash flow below a specified level;

                    o    the failure to satisfy some other specified performance
                         trigger; or

                    o    a determination by the lender, in its reasonable
                         judgment, that the continued management of the
                         mortgaged property by such manager may have an adverse
                         effect on the value of the mortgaged property or on the
                         ability of the borrower to perform its obligations
                         under the related mortgage.


                                      S-21
<PAGE>

RISKS ASSOCIATED
WITH OFFICE
PROPERTIES          Twenty-five office properties secure 27.7% of the initial
                    pool balance. A number of factors may adversely affect the
                    value and successful operation of an office property. Some
                    of these factors include:

                    o    the strength, stability, number and quality of the
                         tenants;

                    o    the physical condition and amenities of the building in
                         relation to competing buildings, including the
                         condition of the HVAC system and the building's
                         compatibility with current business wiring
                         requirements;

                    o    whether the area is a desirable business location,
                         including local labor cost and quality, access to
                         transportation, tax environment, including tax
                         benefits, and quality of life issues such as schools
                         and cultural amenities; and

                    o    the financial condition of the owner.

RISKS ASSOCIATED
WITH RETAIL
PROPERTIES          Thirty-three retail properties secure 21.0% of the initial
                    pool balance. A number of factors may adversely affect the
                    value and successful operation of a retail property. Some
                    of these factors include:

                    o    the strength, stability, number and quality of the
                         tenants;

                    o    whether the mortgaged property is in a desirable
                         location;

                    o    the physical condition and amenities of the building in
                         relation to competing buildings;

                    o    competition from nontraditional sources such as catalog
                         retailers, home shopping networks, electronic media
                         shopping, telemarketing and outlet centers; and

                    o    whether a retail property is "anchored" or
                         "unanchored;" if "anchored," the strength, stability,
                         quality and continuous occupancy of the "anchor" tenant
                         are particularly important factors.

                    Retail properties that are "anchored" have traditionally
                    been perceived as less risky than unanchored properties.
                    While there is no strict definition of an "anchor," it is
                    generally understood that a retail "anchor" tenant is a
                    tenant that is proportionately larger in size and is vital
                    in attracting customers to the property. As used herein, an
                    "anchored property" means a mortgaged property in which a
                    nationally or regionally recognized tenant or a credit
                    tenant occupies a significant portion of the mortgaged
                    property or property adjacent to the mortgaged property, or
                    in which any tenant occupies more than 20,000 square feet.
                    The presence or absence of an "anchor store" in a shopping
                    center is important because anchor stores play a key role in
                    generating customer traffic and making a center desirable
                    for other tenants.

                    The failure of one or more specified tenants, such as an
                    anchor tenant, to operate from its premises may give other
                    tenants on the property the right to terminate or reduce
                    rents under their leases.


                                      S-22
<PAGE>

                    The following table describes the mortgaged properties and
                    whether or not such mortgaged property is anchored:
<TABLE>
<CAPTION>
                                               NUMBER OF         PERCENTAGE OF
                       ANCHOR STATUS OF        MORTGAGED         INITIAL POOL
                       RETAIL PROPERTY         PROPERTIES           BALANCE
                     ---------------------     ----------        --------------
                     <S>                        <C>                  <C>
                     Anchored                       27                19.5%
                     Unanchored                      6                 1.6
                                                ------               -----
                     TOTAL                          33                21.0%
                                                ======               =====
</TABLE>

RISKS ASSOCIATED
WITH MULTIFAMILY
PROPERTIES AND
MANUFACTURED
HOUSING COMMUNITIES Twenty-three multifamily properties secure 8.1% of the
                    initial pool balance. Four manufactured housing communities
                    secure 1.6% of the initial pool balance. A number of factors
                    may adversely affect the value and successful operation of a
                    multifamily property or a manufactured housing community.
                    Some of these factors include:

                    o    the number of competing residential developments in the
                         local market, including apartment buildings,
                         manufactured housing communities and site-built single
                         family homes;

                    o    the physical condition and amenities of the building in
                         relation to competing buildings;

                    o    the property's reputation;

                    o    applicable state and local regulations designed to
                         protect tenants in connection with evictions and rent
                         increases;

                    o    local factory or other large employer closings;

                    o    the level of mortgage interest rates to the extent it
                         encourages tenants to purchase housing; and

                    o    compliance and continuance of government housing rental
                         subsidy programs to which a few of the mortgaged
                         properties are subject.

RISKS ASSOCIATED
WITH HOSPITALITY
PROPERTIES          Fifteen hospitality properties secure 8.5% of the initial
                    pool balance. A number of factors may adversely affect the
                    value and successful operation of a hospitality property.
                    Some of these factors include:

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

                    o    the physical condition and amenities of the hotel in
                         relation to competing hotels;

                    o    the financial strength and capabilities of the owner
                         and operator of the hotel;


                                      S-23
<PAGE>
                    o    travel patterns, which may be affected by changes in
                         energy prices, strikes, relocation of highways, the
                         construction of additional highways and other factors;

                    o    seasonal nature of occupancy;

                    o    financial strength and public perception of the
                         franchise service mark, if any, and the continued
                         existence of the franchise license agreement;

                    o    competition from other hotels; and

                    o    the continued existence of a liquor license, if
                         applicable.

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

                    In the event of a foreclosure of a hospitality property,
                    there are additional risks which could have an effect on the
                    continuing operations and profitability of the property. For
                    example, it is unlikely that the trustee, the related
                    servicer, the related special servicer or any purchaser in a
                    foreclosure sale would be entitled to the rights under the
                    liquor license for the hospitality property. The party
                    purchasing the property would be required to apply in its
                    own name for such license. There can be no assurance that a
                    new liquor license could be obtained or that it could be
                    obtained promptly. In addition, there can be no assurance
                    that, in the event of a foreclosure of a mortgage loan
                    secured by a hospitality property, the rights under any
                    related franchise agreement would be transferable to the
                    trustee, the related servicer, either special servicer or
                    purchaser of such property.

RISKS ASSOCIATED
WITH INDUSTRIAL
AND WAREHOUSE
PROPERTIES          Fourteen industrial properties secure 9.4% of the initial
                    pool balance. A number of factors may adversely affect the
                    value and successful operation of an industrial property.
                    Some of these factors include:

                    o    the quality of major tenants, especially if the
                         property is occupied by a single tenant;

                    o    aspects of building site design such as clear heights,
                         column spacing, zoning restrictions, number of bays and
                         bay depths, divisibility, truck turning radius and
                         overall functions and accessibility;

                    o    proximity to supply sources, labor and customers and
                         accessibility to rail lines, major roadways and other
                         distribution channels;

                    o    the ability to adapt the mortgaged property as an
                         industry segment develops or declines;

                    o    physical condition and amenities of competing
                         buildings;

                    o    the ability to quickly replace a tenant; and


                                      S-24
<PAGE>

                    o    the expense of converting a previously adapted space to
                         general use.

RISKS ASSOCIATED
WITH RESIDENTIAL
COOPERATIVE AND
CONDOMINIUM
PROPERTIES          Ninety-five residential cooperative properties secure 12.1%
                    of the initial pool balance. A residential cooperative
                    building and the land under the building are owned or leased
                    by a non-profit residential cooperative corporation. The
                    cooperative owns all the units in the building and all
                    common areas. Its tenants own stock, shares or membership
                    certificates in the corporation. This ownership entitles the
                    tenant-stockholders to proprietary leases or occupancy
                    agreements which confer exclusive rights to occupy specific
                    units. Generally, the tenant-stockholders make monthly
                    maintenance payments which represent their share of the
                    cooperative corporation's mortgage loan, real property
                    taxes, maintenance and other expenses, less any income the
                    corporation may receive. These payments are in addition to
                    any payments of principal and interest the
                    tenant-stockholder may be required to make on any loans
                    secured by its shares in the cooperative.

                    In certain instances, an apartment building or a portion
                    thereof and the land thereunder may be converted to the
                    condominium form of ownership, and thereby be divided into
                    two or more condominium units. Generally, in such instances,
                    the non-profit cooperative corporation does not own the
                    entire apartment building and the land under the building,
                    but rather owns a single condominium unit that generally
                    comprises the residential portions of such apartment
                    building. The other condominium units in such apartment
                    building will generally comprise commercial space and will
                    generally be owned by persons or entities other than the
                    non-profit cooperative corporation. In instances where an
                    apartment building has been converted to the condominium
                    form of ownership, certain of the common areas in such
                    building may be owned by the non-profit cooperative
                    corporation and other common areas (often including the land
                    under the building) may constitute common elements of the
                    condominium, which common elements are owned in common by
                    the non-profit cooperative corporation and the owners of the
                    other condominium units. Where the apartment building has
                    been submitted to the condominium form of ownership, each
                    condominium unit owner will be directly responsible for the
                    payment of real estate taxes on such owner's unit. Certain
                    specified maintenance and other obligations, including
                    hazard and liability insurance premiums, may not be the
                    direct responsibility of the non-profit cooperative
                    corporation but rather will be the responsibility of the
                    condominium board of managers. The ability of the
                    condominium board of managers to pay certain expenses of the
                    building will be dependent upon the payment by all
                    condominium unit owners of common charges assessed by the
                    condominium board of managers. Two cooperative properties
                    have been converted to the condominium form of ownership.

                    A number of factors may adversely affect the value and
                    successful operation of a cooperative property. Some of
                    these factors include:

                    o    the ability of tenants to remain in a cooperative
                         property after its conversion from a rental property,
                         at below market rents and subject to applicable rent
                         control and stabilization laws;


                                      S-25
<PAGE>

                    o    the primary dependence of a borrower upon maintenance
                         payments and any rental income from units or commercial
                         areas to meet debt service obligations;

                    o    the initial concentration of shares relating to
                         occupied rental units of the sponsor, owner or investor
                         after conversion from rental housing, which may result
                         in an inability to meet debt service obligations on the
                         corporation's mortgage loan if the sponsor, owner or
                         investor is unable to make the required maintenance
                         payments;

                    o    a borrower may fail to qualify for favorable tax
                         treatment as a "cooperative housing corporation" each
                         year, which may reduce the value of the collateral
                         securing the related mortgage loan; and

                    o    upon foreclosure, in the event a cooperative property
                         becomes a rental property, certain units could be
                         subject to rent control, stabilization and tenants'
                         rights laws, at below market rents, which may affect
                         rental income levels and the marketability and sale
                         proceeds of the rental property as a whole.

RISKS ASSOCIATED
WITH EXTENDED STAY
PROPERTIES          Five hospitality properties that are extended stay
                    properties secure 1.3% of the initial pool balance. Extended
                    stay facilities generally rent rooms for significant periods
                    of time at lower rates than those charged to overnight and
                    short-term guests. The client base for such facilities may
                    be more limited than for hospitality properties which rent
                    rooms for short periods of time. In addition, the financial
                    performance of such facilities tends to be affected by
                    adverse economic conditions and other factors which
                    adversely affect the economic performance of hotels
                    generally.

RISKS ASSOCIATED
WITH CERTAIN SPECIAL
USE PROPERTY TYPES  Certain mortgage loans are secured by assisted living
                    facilities and self-storage properties. The economic
                    performance of each such "special use" property type is
                    subject to unique risks, not generally present in more
                    traditional commercial mortgage lending. No such property
                    type accounts for more than 1.6% of the initial pool
                    balance.

RELIANCE ON A SINGLE
TENANT INCREASES THE
RISK THAT CASH
FLOW WILL BE
INTERRUPTED         Sixteen mortgaged properties securing 8.9% of the initial
                    pool balance are leased by a single tenant. Reliance on a
                    single tenant may increase the risk that cash flow will be
                    interrupted, which will adversely affect the ability of a
                    borrower to repay the mortgage loan.


                                      S-26
<PAGE>

LOSSES ON LARGER
LOANS MAY ADVERSELY
AFFECT PAYMENT
ON YOUR
CERTIFICATES        Certain of the mortgage loans or groups of
                    cross-collateralized mortgage loans have cut-off date
                    principal balances that are substantially higher than the
                    average cut-off date principal balance. In general, such
                    concentrations can result in losses that are more severe
                    than would be the case if the aggregate balance of such
                    mortgage loans were more evenly distributed among the
                    mortgage loans in the pool. The following chart lists the
                    ten largest mortgage loans or groups of cross-collateralized
                    mortgage loans.

                                    TEN LARGEST MORTGAGE LOANS
<TABLE>
<CAPTION>
                                                                                   % OF
                                                                                  INITIAL
                                                               CUT-OFF DATE        POOL
                                   LOAN NAME                 PRINCIPAL BALANCE    BALANCE
                    ------------------------------------     -----------------    --------
                    <S>                                        <C>                 <C>
                    The Selig Loans.............................   $62,441,711        5.6%
                    1211 Avenue of the Americas.................    50,000,000        4.5
                    IPC Retail Portfolio/Normandie..............    48,165,130        4.3
                    Hastings Village............................    44,000,000        4.0
                    Crystal Pavilion/Petry Building.............    39,892,258        3.6
                    L'Enfant Plaza..............................    36,969,933        3.3
                    Claypool Embassy Suites.....................    29,847,318        2.7
                    BMDC Building...............................    25,306,142        2.3
                    Gentry Portfolio............................    24,972,537        2.2
                    Amazon.com..................................    22,986,863        2.1
                                                                  ------------    -------
                    TOTAL.......................................  $384,581,892       34.6%
                                                                  ============    =======

</TABLE>

MORTGAGE LOANS TO
RELATED BORROWERS
MAY RESULT IN MORE
SEVERE LOSSES ON YOUR
CERTIFICATES        Ten of the mortgage loans, representing 3.0% of the initial
                    pool balance, were made to borrowers under common ownership
                    and are not cross-collateralized. Mortgage loans with the
                    same borrower or related borrowers pose additional risks.
                    Some of these risks include:

                    o    financial difficulty at one mortgaged property could
                         cause the owner to defer maintenance at another
                         mortgaged property in order to satisfy current expenses
                         with respect to the troubled mortgaged property; and

                    o    the owner could attempt to avert foreclosure on one
                         mortgaged property by filing a bankruptcy petition that
                         might have the effect of interrupting monthly payments
                         for an indefinite period on all of the related mortgage
                         loans.


                                      S-27
<PAGE>

                             RELATED BORROWER LOANS
<TABLE>
<CAPTION>
                                                   CUT-OFF DATE       % OF INITIAL
 LOAN NO.              PROPERTY NAME             PRINCIPAL BALANCE    POOL BALANCE
---------   ------------------------------       -----------------    -------------
<S>          <C>                                    <C>                    <C>
60           Ridgecrest Terrace Apartments          $5,460,251             0.49%
61           The Willows Apartments                  5,432,363             0.49
102          Timber Ridge Apartments                 2,564,936             0.23
108          Casa de Loma Apartments                 2,359,436             0.21
                                                   -----------             ----
                                                   $15,816,986             1.42%

71           Northridge Village Apartments          $4,279,585             0.38%
81           Brandon Oaks Apartments                 3,383,858             0.30
                                                   -----------             ----
                                                    $7,663,442             0.69%

86           Columbia Square Shopping Center        $3,148,736             0.28%
95           Gart Sports Store                       2,730,895             0.25
                                                   -----------             ----
                                                    $5,879,631             0.53%

112          Comfort Inn Archdale                   $2,248,237             0.20%
122          Comfort Inn, Darien                     1,988,440             0.18
                                                   -----------             ----
                                                    $4,236,677             0.38%
                                                   -----------             ----
             Total                                 $33,596,736             3.02%
                                                   ===========             ====
</TABLE>


ENFORCEABILITY
OF CROSS-
COLLATERALIZED
AND CROSS-DEFAULTED
MORTGAGE LOANS
MAY BE CHALLENGED   Ten of the mortgage loans, representing 12.0% of the initial
                    pool balance, are cross-collateralized and cross-defaulted
                    with other mortgage loans in the mortgage pool. These
                    arrangements attempt to reduce the risk that one mortgaged
                    property may not generate enough net operating income to pay
                    debt service.

                    Cross-collateralization arrangements involving more than one
                    borrower could be challenged as a fraudulent conveyance if:

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

                    o    such borrower did not receive fair consideration or
                         reasonably equivalent value in exchange for allowing
                         its mortgaged property to be encumbered; and

                    o    at the time the lien was granted, the borrower was:

                         o    insolvent;

                         o    inadequately capitalized; or

                         o    unable to pay its debts.


                                      S-28
<PAGE>

A BORROWER'S OTHER
LOANS MAY REDUCE
THE CASH FLOW AVAILABLE
TO OPERATE AND MAINTAIN
THE MORTGAGED PROPERTY
OR INTERFERE
WITH LENDER'S RIGHTS
UNDER THE MORTGAGE
LOANS WHICH MAY
ADVERSELY AFFECT
PAYMENTS ON YOUR
CERTIFICATES        Other than as described in the succeeding paragraphs, the
                    mortgage loans generally prohibit borrowers from incurring
                    any additional debt that is secured by the related mortgaged
                    property. However, subject, in most cases, to certain
                    limitations relating to maximum amounts, borrowers generally
                    may incur trade and operational debt in connection with the
                    ordinary operation and maintenance of the related mortgaged
                    property. In addition, the National Consumer Cooperative
                    Bank mortgage loans permit additional debt which is limited
                    in amount (as explained below) but is not restricted as to
                    use. Such debt is generally limited to amounts not to exceed
                    $250,000.

                    The existence of such other debt could:

                    o    adversely affect the financial viability of the
                         borrowers by reducing the cash flow available to the
                         borrowers to operate and maintain the mortgaged
                         property;

                    o    adversely affect the security interest of the lender in
                         the equipment or other assets acquired through such
                         financings;

                    o    complicate bankruptcy proceedings; and

                    o    delay foreclosure on the mortgaged property.

                    The borrowers under 27 mortgage loans secured by residential
                    cooperatives, which collectively represent 5.6% of the
                    initial pool balance, have granted subordinate liens on the
                    properties related to such loans to secure subordinate
                    indebtedness on such properties. With respect to these
                    mortgage loans, no subordination and standstill agreements
                    have been executed and the holder of the subordinate
                    mortgage may foreclose on the related mortgaged property
                    upon the occurrence of an event of default under the related
                    subordinated mortgage. If the holder of the subordinate
                    mortgage did foreclose, it would take title to the related
                    mortgaged property subject to the trust fund's priority lien
                    thereon.

                    The borrowers under 20 other mortgage loans (all of which
                    are secured by residential cooperative properties), which
                    collectively represent 2.9% of the initial pool balance, are
                    also permitted to incur a limited amount of indebtedness
                    secured by the related mortgaged properties. It is a
                    condition to the incurrence of any future secured
                    subordinate indebtedness on these mortgage loans that: (i)
                    the aggregate LTV of such loans be below certain thresholds
                    (generally 50% calculated on a loan-to-value ratio
                    cooperative basis (as described under "Certain
                    Characteristics of the Mortgage Loans--Additional Mortgage
                    Loan Information"); and (ii) that subordination agreements
                    be put in place between the trustee and the related lenders.
                    With respect to the mortgage loans secured by cooperative
                    properties, the pooling and servicing agreement permits
                    National Consumer Cooperative Bank to grant consent to
                    additional subordinate financing secured by the related
                    cooperative property, subject to the satisfaction of certain
                    conditions set


                                      S-29
<PAGE>

                    forth therein, including the condition that the maximum
                    combined loan to value ratio on a cooperative basis does not
                    exceed an amount specified in the pooling and servicing
                    agreement on a loan-by-loan basis.

A MEZZANINE LOAN TO
A BORROWER OR
BORROWER'S PARENT
OR A PREFERRED
EQUITY FINANCING
RELATED TO A BORROWER
MAY ADVERSELY AFFECT
PAYMENTS ON YOUR
CERTIFICATES        The borrowers under two mortgage loans, representing 9.20%
                    of the initial pool balance (the two cross-collateralized
                    mortgage loans known as the Selig loans and the mortgage
                    loan known as Crystal Pavilion/Petry Building loan), have
                    informed the related mortgage loan seller that the equity in
                    such borrowers has been pledged to secure mezzanine loans
                    from lenders not affiliated with any mortgage loan seller.
                    See "Certain Characteristics of the Mortgage
                    Loans--Significant Mortgage Loans--The Selig Loans" and
                    "--The Crystal Pavilion/Petry Building Loan" in this
                    prospectus supplement. In addition, the borrowers under the
                    mortgage loans which are known as the Selig Loans have
                    informed the related mortgage loan seller that the above
                    mentioned mezzanine debt is also secured by equity interests
                    in collateral not securing any mortgage loans in this trust
                    fund.

                    In addition, Credit Suisse First Boston Mortgage Capital LLC
                    is the lender under two separate mezzanine loans to the
                    parent of the respective borrowers under the mortgage loans
                    known as L'Enfant Plaza, which has a Cut-off date principal
                    balance of $36,969,933 and represents 3.3% of the initial
                    pool balance, and Briarwood Hill Apartments, which has a
                    Cut-off date principal balance of $8,670,771 and represents
                    0.8% of the initial pool balance. Credit Suisse First Boston
                    Mortgage Capital LLC also holds a preferred equity interest
                    in the borrower under the L'Enfant Loan. Credit Suisse First
                    Boston Mortgage Capital LLC is currently in negotiations to
                    sell the mezzanine loan and preferred equity interest in the
                    L'Enfant borrower. Such sale is subject to the approval of
                    the servicer of the Depositor's 1998-C2 securitization and
                    of Fitch and Moody's Investors Service. No assurance can be
                    given that such sale will occur. See "Certain
                    Characteristics of the Mortgage Loans--Significant Mortgage
                    Loans--The L'Enfant Loan" in this prospectus supplement.

                    Upon a default under a mezzanine loan, the mezzanine loan
                    lender would be entitled to foreclose upon the equity in the
                    related borrower, which has been pledged to secure payment
                    of such mezzanine loan. Such transfer of equity would not
                    trigger the "due on sale" clause under the related mortgage
                    loan, as described herein. If the mezzanine loan lender
                    attempts to foreclose upon such pledged equity, the obligor
                    may file for bankruptcy. A mezzanine loan may not be
                    transferred to another entity without the consent of the
                    applicable servicer and the rating agencies or unless such
                    entity satisfies certain requirements set forth in the
                    pooling and servicing agreement.

                    No mezzanine loan lender has a lien on, or has the power to
                    foreclose on, any of the mortgaged properties or on any of
                    the escrow accounts, lockbox accounts or cash collateral
                    accounts established under the related mortgage loans. The
                    mezzanine loan lender's only remedy in the event of
                    non-payment is to foreclose upon the equity and cash


                                      S-30
<PAGE>

                    collateral accounts pledged to it and to terminate the
                    related property manager.

                    A preferred equity holder may be entitled to receive certain
                    preferred distributions prior to distributions being made to
                    the other partners or members from funds remaining after all
                    required monthly debt service payments, reserve payments and
                    other payments under the related mortgage loan are made, any
                    obligations to other creditors have been satisfied when due
                    and all monthly operating expenses with respect to the
                    related mortgaged property have been paid.

                    Additionally, a preferred equity holder may be entitled to
                    (i) terminate and replace the manager of the related
                    mortgaged property or properties (or the managing member or
                    general partner of the borrower) upon the occurrence of
                    certain specified breaches or, in some cases, if the debt
                    service coverage ratio falls below certain levels and (ii)
                    approve various significant decisions made by the borrowers.

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

GEOGRAPHIC
CONCENTRATION OF
THE MORTGAGED
PROPERTIES MAY
ADVERSELY
AFFECT PAYMENT ON
YOUR CERTIFICATES   The concentration of mortgaged properties in a specific
                    state or region will make the performance of the pool of
                    mortgage loans, as a whole, more sensitive to the following
                    factors in the state or region where the borrowers and the
                    mortgaged properties are concentrated:

                    o    economic conditions, including real estate market
                         conditions;

                    o    changes in governmental rules and fiscal policies;

                    o    acts of God, which may result in uninsured losses; and

                    o    other factors which are beyond the control of the
                         borrowers.

                    The mortgaged properties are located in 31 states and the
                    District of Columbia. The table below sets forth the states
                    in which a significant percentage of the mortgaged
                    properties are located. Except as set forth


                                      S-31
<PAGE>

                    below, no state contains more than 5.0%, by Cut-off date
                    principal balance of allocated loan amount, of the mortgaged
                    properties.

          SIGNIFICANT GEOGRAPHIC CONCENTRATIONS OF MORTGAGED PROPERTIES
<TABLE>
<CAPTION>
                                                       NUMBER OF
                                 % OF INITIAL POOL     MORTGAGED
             STATE                    BALANCE         PROPERTIES
--------------------------       -----------------   --------------
<S>                                      <C>              <C>
New York                                 24.3%            100
California                               12.7              17
Washington                                8.9               6
Texas                                     6.6              18
Massachusetts                             5.5               6
Florida                                   5.0              12
</TABLE>

SOME REMEDIES MAY
NOT BE AVAILABLE
FOLLOWING A MORTGAGE
LOAN DEFAULT        The mortgage loans contain "due-on-sale" and
                    "due-on-encumbrance" clauses which permit the holder of the
                    mortgage loan to accelerate the maturity of the mortgage
                    loan if the related borrower sells or otherwise transfers or
                    encumbers the related mortgaged property or its interest in
                    the mortgaged property in violation of the terms of the
                    mortgage. All of the mortgage loans also include a
                    debt-acceleration clause, which permits the lender to
                    accelerate the debt upon specified monetary or non-monetary
                    defaults of the borrower. The courts of all states will
                    enforce clauses providing for acceleration in the event of a
                    material payment default. The equity courts of a state,
                    however, may refuse the foreclosure or other sale of a
                    mortgaged property or refuse to permit the acceleration of
                    the indebtedness as a result of a default deemed to be
                    immaterial or if the exercise of such remedies would be
                    inequitable or unjust or the circumstances would render the
                    acceleration unconscionable.

                    Each of the mortgage loans is secured by an assignment of
                    leases and rents from the borrower, which assignment may be
                    contained within the mortgage document. However, in many
                    cases, the borrower generally may collect rents for so long
                    as there is no default. As a result, the trust fund's rights
                    to such rents will be limited because:

                    o    the trust fund may not have a perfected security
                         interest in the rent payments until the related
                         servicer collects them;

                    o    the related servicer may not be entitled to collect the
                         rent payments without court action; and


                    o    the bankruptcy of the related borrower could limit the
                         related servicer's ability to collect the rents.

ENVIRONMENTAL LAWS
MAY ADVERSELY AFFECT
MORTGAGED PROPERTY
CASH FLOW           Under various federal and state laws, a current or previous
                    owner or operator of real property may be liable for the
                    costs of cleanup of environmental contamination on, under,
                    at, or emanating from the property. Such laws often impose
                    liability whether or not the owner or operator knew of, or
                    was responsible for, the presence of such


                                      S-32
<PAGE>

                    contamination. The costs of any required cleanup and the
                    owner's liability for these costs are generally not limited
                    under these laws and could exceed the value of the property
                    and/or the aggregate assets of the owner. Contamination of a
                    property may give rise to a lien on the property to assure
                    the costs of cleanup. Such an environmental lien may have
                    priority over the lien of an existing mortgage. In addition,
                    the presence of hazardous or toxic substances, or the
                    failure to properly clean up contamination on such property,
                    may adversely affect the owner's or operator's future
                    ability to refinance the property.

                    Certain environmental laws impose liability for releases of
                    asbestos into the air, and govern the responsibility for the
                    removal, encapsulation or disturbance of asbestos containing
                    materials ("ACMs") when the ACMs are in poor condition or
                    when a property with ACMs undergoes renovation or
                    demolition. Certain laws impose liability for lead-based
                    paint, lead in drinking water, elevated radon gas inside
                    buildings, and releases of polychlorinated biphenyl
                    compounds ("PCBs"). Third parties may also seek recovery
                    from owners or operators of real property for personal
                    injury associated with exposure to asbestos, lead, radon,
                    and PCBs.

                    As described herein under "Certain Characteristics of the
                    Mortgage Loans--CSFB Underwriting Standards--Environmental
                    Assessments," "--MSDWMC Underwriting
                    Standards--Environmental Assessments" and "--NCCB
                    Underwriting Standards--Environmental Assessments," no
                    assessment, study or updated database search revealed any
                    environmental condition or circumstance that the depositor
                    believes will have a material adverse impact on the value of
                    the related mortgaged property or the related borrower's
                    ability to pay its debt. It is possible that the
                    environmental site assessments did not reveal all
                    environmental liabilities or that there are material
                    environmental liabilities of which neither the mortgage loan
                    sellers nor the depositor are aware. It is also possible
                    that the environmental condition of the mortgaged properties
                    in the future could be affected by tenants, occupants, or by
                    third parties unrelated to the borrowers. There can be no
                    assurance that any such environmental conditions will not
                    have a material adverse effect on the value or cash flow of
                    the related mortgaged property. With respect to nine of the
                    mortgaged properties (which represent 7.1% of the initial
                    pool balance), the lender and/or the related borrower
                    obtained an insurance policy against losses and expenses
                    relating to certain environmental contamination or potential
                    contamination which was identified on such mortgaged
                    properties or in lieu of performing a Phase II environmental
                    assessment where one was recommended. See "Certain
                    Characteristics of the Mortgage Loans--Environmental
                    Matters" in this prospectus supplement.

                    The borrowers generally agreed to establish and maintain
                    operations and maintenance programs, abatement programs
                    and/or environmental reserves in cases where the
                    environmental assessments revealed:

                    o    the existence of material amounts of friable and/or
                         non-friable asbestos;

                    o    underground storage tanks that needed to be replaced or
                         removed;


                                      S-33
<PAGE>


                    o    lead-based paint at certain of the multifamily
                         residential properties; or

                    o    other adverse environmental conditions, including PCBs
                         in equipment, elevated radon levels or contamination of
                         soil and/or groundwater.

ONE ACTION RULES
MAY LIMIT
REMEDIES            Several states, including California, have laws that
                    prohibit more than one "judicial action" to enforce a
                    mortgage obligation, and some courts have construed the term
                    "judicial action" broadly. Accordingly, the applicable
                    special servicer is required to obtain advice of counsel
                    prior to enforcing any of the trust fund's rights under any
                    of the mortgage loans that include mortgaged properties
                    where the rule could be applicable. In the case of either a
                    cross-collateralized and cross-defaulted mortgage loan or a
                    multi-property loan, which is secured by mortgaged
                    properties located in multiple states, the applicable
                    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.

APPRAISALS AND MARKET
STUDIES MAY INACCURATELY
REFLECT THE VALUE OF THE
MORTGAGED
PROPERTIES          In connection with the origination of each of the mortgage
                    loans, the related mortgaged property was appraised by an
                    independent appraiser.

                    In general, appraisals are not guarantees, and may not be
                    indicative, of present or future value because:

                    o    they represent the analysis and opinion of the
                         appraiser at the time the appraisal is conducted;

                    o    there can be no assurance that another appraiser would
                         not have arrived at a different valuation, even if such
                         appraiser used the same general approach to, and the
                         same method of, appraising the mortgaged property; and

                    o    appraisals seek to establish the amount a typically
                         motivated buyer would pay a typically motivated seller
                         and therefore, could be significantly higher than the
                         amount obtained from the sale of a mortgaged property
                         under a distress or liquidation sale.

PROPERTY MANAGERS AND
BORROWERS MAY EACH E
XPERIENCE CONFLICTS
OF INTEREST IN
MANAGING MULTIPLE
PROPERTIES          Each of the managers of the mortgaged properties and the
                    borrowers may experience conflicts of interest in the
                    management and/or ownership of such 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 additional
                         properties, including properties that may compete with
                         the mortgaged properties; and


                                      S-34
<PAGE>

                    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.

SERVICERS AND SPECIAL
SERVICERS MAY
EXPERIENCE CONFLICTS
OF INTEREST         The servicers and special servicers will service loans other
                    than those included in the trust fund in the ordinary course
                    of their businesses. These loans may include mortgage loans
                    similar to the mortgage loans in the trust fund. These
                    mortgage loans and the related mortgaged properties may be
                    in the same markets as, or have owners, obligors and/or
                    property managers in common with, certain of the mortgage
                    loans and the mortgaged properties. In such cases, the
                    interests of the servicers or special servicers, as
                    applicable, and their other clients may differ from and
                    compete with the interests of the trust fund and such
                    activities may adversely affect the amount and timing of
                    collections on the mortgage loans. Under the pooling and
                    servicing agreement, each servicer and each special servicer
                    is required to service the mortgage loans that each of them
                    services in the same manner, and with the same care, as
                    similar mortgage loans for their own portfolio or for the
                    portfolios of third parties.

LEASEHOLD INTERESTS
ARE SUBJECT TO
TERMS OF THE GROUND
LEASE               Three of the mortgage loans, representing 2.7% of the
                    initial pool balance, are primarily secured by leasehold
                    interests with respect to which the related owner of the fee
                    estate has not mortgaged such fee estate as security for the
                    related mortgage loan. For the purposes of this prospectus
                    supplement, for any mortgaged property with respect to which
                    the ground lessee and ground lessor are both parties to the
                    mortgage, the mortgaged property has been categorized as a
                    fee simple estate. For any mortgaged property that partially
                    consists of a leasehold interest, the encumbered interest
                    has been categorized as a fee simple interest if the
                    leasehold interest does not constitute a material portion of
                    the mortgaged property.

                    Upon the bankruptcy of a lessor or a lessee under a ground
                    lease, the debtor entity has the right to continue or
                    terminate the ground lease. Pursuant to section 365(h) of
                    the federal bankruptcy code, a ground lessee whose ground
                    lease is terminated by a debtor ground lessor has the right
                    to remain in possession of its leased premises under the
                    rent reserved in the lease for the term of the ground lease,
                    including any renewals, but is not entitled to enforce the
                    obligation of the ground lessor to provide any services
                    required under the ground lease. In the event of concurrent
                    bankruptcy proceedings involving the ground lessor and the
                    ground lessee/ borrower, the ground lease could be
                    terminated.

CHANGES IN ZONING
LAWS MAY AFFECT
ABILITY TO REPAIR OR
RESTORE MORTGAGED
PROPERTY            Due to changes in applicable building and zoning ordinances
                    and codes affecting certain of the mortgaged properties
                    which have come into effect after the construction of such
                    properties, certain mortgaged properties may not comply
                    fully with current zoning laws because of:

                    o    density;

                    o    use;


                                      S-35
<PAGE>

                    o    parking;

                    o    set-back requirements; or

                    o    other building related conditions.

                    Such changes will not interfere with the current use of the
                    mortgaged property. However, such changes may limit the
                    ability of the related borrower to rebuild the premises "as
                    is" in the event of a substantial casualty loss which may
                    adversely affect the ability of the borrower to meet its
                    mortgage loan obligations from cash flow. Generally, all
                    mortgaged properties which no longer conform to current
                    zoning ordinances and codes, other than the mortgaged
                    properties securing National Consumer Cooperative Bank
                    mortgage loans, require the borrower to maintain "law and
                    ordinance" coverage which will insure the increased cost of
                    construction to comply with current zoning ordinances and
                    codes. 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.

ENGINEERING REPORTS
MAY NOT DISCOVER ALL
REQUIRED REPAIRS
AND REPLACEMENTS    Substantially all of the mortgaged properties, by aggregate
                    principal balance, were inspected by engineering firms at
                    the time the mortgage loans were originated or acquired to
                    evaluate:

                    o    structure;

                    o    exterior walls;

                    o    roofing;

                    o    interior construction;

                    o    mechanical and electrical systems;

                    o    general condition of the site; and

                    o    buildings and other improvements located on the
                         mortgaged properties.

                    There can be no assurance that all conditions requiring
                    repair or replacement have been identified in such
                    inspections.

COMPLIANCE WITH
AMERICANS WITH
DISABILITIES ACT
MAY RESULT
IN ADDITIONAL
COSTS               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 a mortgaged property does not comply with the
                    Americans with Disabilities Act of 1990, the related
                    borrower may be required to incur costs to comply with such
                    law. In addition, noncompliance could result in the
                    imposition of fines by the federal government or an award of
                    damages to private litigants.


                                      S-36
<PAGE>

LITIGATION MAY
AFFECT THE TIMING
AND/OR PAYMENT ON
YOUR
CERTIFICATES        There may be legal proceedings pending and, from time to
                    time, threatened against a borrower or its affiliates
                    arising out of the ordinary course of business of such
                    borrower and its affiliates. There can be no assurance that
                    such litigation will not have a material adverse effect on
                    the distributions to certificateholders.

                    The Depositor is aware that there is ongoing litigation
                    concerning certain of the mortgage loans. See "Certain
                    Characteristics of the Mortgage Loans--Significant Mortgage
                    Loans--the L'Enfant Loan" and "--Certain Terms and
                    Conditions of the Mortgage Loans--Litigation."

POTENTIAL DEFAULTS
UNDER CERTAIN
MORTGAGE LOANS
MAY AFFECT
THE TIMING AND/OR
PAYMENT ON YOUR
CERTIFICATES        Any defaults that may occur under the mortgage loans may
                    result in shortfalls in the payments on such mortgage loans.
                    Even if such defaults are non-monetary, the Servicer may
                    still accelerate the maturity of the related mortgage loan
                    which could result in an acceleration of payments to
                    Certificateholders. The Depositor is aware of potential
                    defaults with respect to the L'Enfant mortgage loan. See
                    "Certain Characteristics of the Mortgage Loans--Significant
                    Mortgage Loans--The L'Enfant Loan."

CERTAIN LOANS MAY
REQUIRE PRINCIPAL
PAYDOWNS WHICH MAY
REDUCE THE YIELD
ON YOUR
CERTIFICATES        Eight of the mortgage loans, representing 8.3% of the
                    initial pool balance, may require the related borrower to
                    make partial prepayments if certain conditions, including,
                    in certain cases, meeting certain debt service coverage
                    ratios and/or satisfying certain leasing conditions, have
                    not been satisfied. The required prepayment may need to be
                    made even though the mortgage loan is in its lockout period.
                    With respect to prepayments on such mortgage loans, the
                    holders of any class of offered certificates receiving any
                    such required prepayment will be entitled to receive, only
                    from amounts actually paid by the borrower to the related
                    servicer and not from assets of the trust fund, any
                    prepayment premium or yield maintenance charge payments
                    required by the loan documents. See "Certain Characteristics
                    of the Mortgage Loans--Certain Terms and Conditions of the
                    Mortgage Loans--Mortgage Loans which May Require Principal
                    Paydowns."

                    RISKS RELATED TO THE OFFERED CERTIFICATES
                    -----------------------------------------

THE TRUST FUND'S
ASSETS MAY BE
INSUFFICIENT TO
ALLOW FOR
REPAYMENT
IN FULL ON YOUR
CERTIFICATES        If the assets of the trust fund are insufficient to make
                    payments on the offered certificates, no other assets will
                    be available for payment of the deficiency.

PREPAYMENTS AND
DEFAULTS MAY REDUCE
THE YIELD ON YOUR
CERTIFICATES        The yield to maturity on each class of certificates will
                    depend in part on the following:

                    o    the purchase price for the certificates;


                                      S-37
<PAGE>


                    o    the rate and timing of voluntary and involuntary
                         principal prepayments (including repurchases by a
                         mortgage loan seller for breaches of representations
                         and warranties);

                    o    the rate and timing of delinquencies and losses;

                    o    interest shortfalls resulting from prepayments; and

                    o    the receipt and allocation of prepayment premiums
                         and/or yield maintenance charges.

                    The investment performance of the offered certificates may
                    be materially different from what you expected if the
                    assumptions you make with respect to the factors listed
                    above are incorrect.

                    In general, if you purchase an offered certificate at a
                    premium and principal distributions on the certificate,
                    including voluntary and involuntary prepayments, occur at a
                    rate faster than you anticipated at the time of purchase,
                    and even if prepayment premiums or yield maintenance charges
                    are collected, your actual yield to maturity may be lower
                    than the yield you assumed at the time of purchase.
                    Conversely, if you purchase an offered certificate at a
                    discount and principal distributions on the certificate,
                    including voluntary and involuntary prepayments, occur at a
                    rate slower than that you assumed at the time of purchase,
                    your actual yield to maturity may be lower than the yield
                    you assumed at the time of purchase.

                    In general, borrowers are less likely to prepay if
                    prevailing interest rates are at or above the rates borne by
                    such mortgage loans. On the other hand, borrowers are more
                    likely to prepay if prevailing rates fall significantly
                    below the interest rates of the mortgage loans. Borrowers
                    are less likely to prepay mortgage loans with lockout
                    periods, prepayment premium provisions or yield maintenance
                    charge provisions, to the extent enforceable, than otherwise
                    identical mortgage loans without such provisions, with
                    shorter lockout periods or with lower prepayment premiums or
                    yield maintenance charges. The servicers will not be
                    required to advance any prepayment premiums or yield
                    maintenance charges.

                    Delinquencies on the mortgage loans, if the delinquent
                    amounts are not advanced, may result in shortfalls in
                    distributions of interest and/or principal to the offered
                    certificates for the current month. Any late payments
                    received on or in respect of the mortgage loans will be
                    distributed to the certificates in the priorities described
                    more fully herein, but no interest will accrue on such
                    shortfall during the period of time such payment is
                    delinquent. Even if losses on the mortgage loans are
                    allocated to a particular class of offered certificates,
                    such losses may affect the weighted average life and yield
                    to maturity of other classes of certificates. Losses on the
                    mortgage loans, to the extent not allocated to such class of
                    offered certificates, may result in a higher percentage
                    ownership interest evidenced by such certificates than would
                    otherwise have resulted absent such loss. The consequent
                    effect on the weighted average life and yield to maturity of
                    the offered certificates will depend upon the
                    characteristics of the remaining mortgage loans.


                                      S-38
<PAGE>

                    Provisions requiring prepayment premiums or yield
                    maintenance charges may not be enforceable in some states
                    and under federal bankruptcy law, and may constitute
                    interest for usury purposes. Accordingly, no assurance can
                    be given that the obligation to pay a prepayment premium or
                    a yield maintenance charge will be enforceable or, if
                    enforceable, that the foreclosure proceeds will be
                    sufficient to pay such prepayment premium or yield
                    maintenance charge. Additionally, 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, there can be no
                    assurance that a court would not interpret such provisions
                    as requiring a prepayment premium or yield maintenance
                    charge which may be unenforceable or usurious under
                    applicable law.

EACH SERVICER'S
RIGHT TO RECEIVE
INTEREST ON ADVANCES
MAY RESULT IN
ADDITIONAL LOSSES
TO THE TRUST FUND   Each servicer or the trustee, as applicable, will be
                    entitled to receive interest on unreimbursed advances and
                    unreimbursed servicing expenses. This interest will
                    generally accrue from the date on which the related advance
                    is made or the related expense is incurred through the date
                    of reimbursement. The right to receive such payments of
                    interest is senior to the rights of certificateholders to
                    receive distributions on the offered certificates and,
                    consequently, may result in losses being allocated to the
                    offered certificates that would not have resulted absent the
                    accrual of such interest.

IF THE SERVICERS
OR SPECIAL SERVICERS
PURCHASE
CERTIFICATES, A
CONFLICT OF
INTEREST COULD
ARISE BETWEEN
THEIR DUTIES
AND THEIR
INTERESTS IN THE
CERTIFICATES        The servicers or special servicers or an affiliate thereof
                    may purchase any class of certificates. It is anticipated
                    that one or more of the special servicers may purchase all
                    or a portion of the Class G, Class H, Class J, Class K,
                    Class L, Class M and Class N Certificates. However, there
                    can be no assurance that any special servicer or an
                    affiliate of any special servicer will purchase any
                    certificates. The purchase of certificates by a servicer or
                    special servicer could cause a conflict between its duties
                    pursuant to the pooling and servicing agreement and its
                    interest as a holder of a certificate, especially to the
                    extent that certain actions or events have a
                    disproportionate effect on one or more classes of
                    certificates. However, under the pooling and servicing
                    agreement, each servicer and each special servicer is
                    required to service the mortgage loans that each of them
                    services in the same manner, and with the same care, as
                    similar mortgage loans for their own portfolio or for the
                    portfolios of third parties.

SPECIAL SERVICERS
MAY BE REMOVED
BY CERTAIN
INVESTORS WITHOUT
CAUSE               Except with respect to the 1211 Avenue of the Americas loan
                    and the L'Enfant Plaza loan, the holders of a majority of
                    the percentage interests of the controlling class (initially
                    a portion of which may be purchased by the special
                    servicers) will be entitled, at their option, to remove any
                    special servicer, other than National Consumer Cooperative
                    Bank, with or without cause, and appoint a successor special
                    servicer chosen by such holders without the consent of the
                    holders of any other certificates, the trustee or the
                    related servicer, provided that each rating agency confirms
                    in writing that such removal


                                      S-39
<PAGE>

                    and appointment, in and of itself, would not cause a
                    downgrade, qualification or withdrawal of the then current
                    ratings assigned to any class of certificates and provided
                    that such holders pay the expense of such removal and
                    appointment. Notwithstanding the foregoing, at any time when
                    Lennar Partners, Inc., is the holder of a majority of the
                    percentage interests of the controlling class, Lennar
                    Partners, Inc. may remove National Consumer Cooperative Bank
                    as special servicer with or without cause.

BOOK-ENTRY
REGISTRATION OF
THE CERTIFICATES
MAY REQUIRE YOU
TO EXERCISE YOUR
RIGHTS THROUGH DTC  Each class of offered certificates initially will be
                    represented by one or more certificates registered in the
                    name of Cede & Co., as the nominee for The Depository Trust
                    Company, generally referred to as DTC, and will not be
                    registered in the names of the related beneficial owners of
                    certificates or their nominees. As a result, unless and
                    until definitive certificates are issued, beneficial owners
                    of offered certificates will not be recognized as
                    "certificateholders" for certain purposes. Therefore, until
                    you are recognized as a "certificateholder," you will be
                    able to exercise the rights of holders of certificates only
                    indirectly through DTC, and its participating organizations.
                    As a beneficial owner holding a certificate through the
                    book-entry system, you will be entitled to receive the
                    reports described under "The Pooling and Servicing
                    Agreement--Reports to Certificateholders; Available
                    Information" and notices only through the facilities of DTC
                    and its respective participants or from the trustee, if you
                    have certified to the trustee that you are a beneficial
                    owner of offered certificates (using the form annexed to the
                    pooling and servicing agreement). Upon presentation of
                    evidence satisfactory to the trustee of your beneficial
                    ownership interest in the offered certificates, you will be
                    entitled to receive, upon request in writing, copies of
                    monthly reports to certificateholders from the trustee.

YOU MAY BE
BOUND BY THE
ACTIONS OF
OTHER
CERTIFICATEHOLDERS  In some circumstances, the consent or approval of the
                    holders of a specified percentage of the certificates will
                    be required to direct, consent to or approve certain
                    actions, including amending the pooling and servicing
                    agreement. In these cases, this consent or approval will be
                    sufficient to bind all holders of certificates.

LACK OF A SECONDARY
MARKET FOR THE
CERTIFICATES MAY
MAKE IT
DIFFICULT FOR
YOU TO RESELL
YOUR CERTIFICATES   There currently is no secondary market for the offered
                    certificates. Although the underwriters have advised the
                    depositor that they currently intend to make a secondary
                    market in the offered certificates, they are under no
                    obligation to do so. Accordingly, there can be no assurance
                    that a secondary market for the offered certificates will
                    develop. Moreover, if a secondary market does develop, there
                    can be no assurance that it will provide you with liquidity
                    of investment or that it will continue for the life of the
                    offered certificates. The offered certificates will not be
                    listed on any securities exchange. Lack of liquidity could
                    adversely affect the market value of the offered
                    certificates. The market value of the offered certificates
                    at any time may be affected by many other factors, including
                    then prevailing interest rates, and no representation is
                    made by any person or entity as to what the market value of
                    any offered certificate will be at any time.




                                      S-40
<PAGE>

                        DESCRIPTION OF THE MORTGAGE LOANS

GENERAL

         The Trust Fund (as defined herein) will consist primarily of 211 fixed
rate loans (including the trust fund's pari passu interest in the loans secured
by 1211 Avenue of the Americas and L'Enfant Plaza), secured by 227 multifamily,
commercial and residential cooperative properties (the "Mortgage Loans"). The
Mortgage Loans will have an aggregate principal balance of approximately
$1,111,999,815 (the "Initial Pool Balance") as of July 11, 2000 (the "Cut-off
Date"), subject to a variance of plus or minus 5%. For the purposes of this
Prospectus Supplement, any Multi-Property Loan (as defined herein) is considered
to be one Mortgage Loan. Any loans made to affiliated borrowers are considered
separate Mortgage Loans. For purposes of describing the property type and
geographic distribution of Mortgaged Properties (as defined herein), Allocated
Loan Amounts (as defined herein), as shown on Annex A, are used for
Multi-Property Loans. All numerical information provided herein with respect to
the Mortgage Loans is provided on an approximate basis. All percentages of the
Trust Fund, or of any specified sub-group thereof, referred to herein without
further description are approximate percentages by aggregate Cut-off Date
Principal Balance (as defined herein). Descriptions of the terms and provisions
of the Mortgage Loans are generalized in the aggregate. Many of the individual
Mortgage Loans have specific terms and provisions that deviate from the general
description.

         Each Mortgage Loan is evidenced by one or more notes (each, a "Mortgage
Note"), and secured by one or more mortgages, deeds of trust or other similar
security instruments (each, a "Mortgage"). Each of the Mortgages creates a first
lien on the interests of the related borrower in certain land used for
commercial or multifamily residential purposes, all buildings and improvements
thereon and certain personal property located thereon, and, in certain cases,
reserve funds (collectively, "Mortgaged Properties"), as set forth in the
following table:

                         SECURITY FOR THE MORTGAGE LOANS


                                                                    NUMBER OF
                INTEREST OF                      % OF INITIAL      MORTGAGED
            BORROWER ENCUMBERED                 POOL BALANCE(1)    PROPERTIES
---------------------------------------------   --------------     -----------
Fee Simple Estate (2).........................     97.3%                224
Leasehold.....................................      2.7%                  3
                                                 ------                ----
TOTAL                                             100.0%                227
                                                 ======                ====

----------
(1)  Based on the principal balance of the Mortgage Loan or, for any
     Multi-Property Loan, the Allocated Loan Amount with respect to each portion
     of the related Mortgaged Property.

(2)  For any Mortgaged Property subject to a ground lease where the ground
     lessee and ground lessor are both parties to the Mortgage, the Mortgaged
     Property was categorized as a fee simple estate. For any Mortgaged Property
     that partially consists of a leasehold interest, the encumbered interest
     has been categorized as a fee simple interest if the leasehold interest
     does not constitute a material portion of the Mortgaged Property.

         Each Mortgaged Property consists of land improved by (i) an office
building (an "Office Property," and any Mortgage Loan secured thereby, an
"Office Loan"), (ii) a retail property (a "Retail Property," and any Mortgage
Loan secured thereby, a "Retail Loan"), (iii) an apartment building or complex
consisting of five or more rental units (a "Multifamily Property," and any
Mortgage Loan secured thereby, a "Multifamily Loan"), (iv) a full or limited
service or extended stay hotel/motel property (a "Hospitality Property" or a
"Lodging Property," and any Mortgage Loan secured thereby, a "Hospitality Loan"
or a "Lodging Loan"), (v) an industrial property (an "Industrial Property," and
any Mortgage Loan secured thereby, an "Industrial Loan"), (vi) a residential
cooperative property (a "Residential Cooperative Property," and any Mortgage
Loan secured thereby, a "Residential Cooperative Loan"), (vii) mixed use
properties (each, a "Mixed Use Property" and any Mortgage Loan secured thereby,
a "Mixed Use Loan") or (viii) certain other properties, including but not
limited to, manufactured housing communities (1.6% of Initial Pool Balance),
assisted living facilities (1.3% of Initial Pool Balance) and self-storage


                                      S-41
<PAGE>

facilities (0.5% of Initial Pool Balance) (each, an "Other Property" and any
Mortgage Loan secured thereby, an "Other Loan"). Certain statistical information
relating to the various types of Mortgaged Properties is set forth in the table
under "Certain Characteristics of the Mortgage Loans--Additional Mortgage Loan
Information--Mortgaged Properties by Property Type."

         Ten Mortgage Loans, representing approximately 12.0% of the Initial
Pool Balance, are evidenced by two or more Mortgage Notes which are secured and
cross-collateralized by two or more Mortgaged Properties.

         Seven Mortgage Loans, representing approximately 15.0% of the Initial
Pool Balance, are secured by two or more Mortgaged Properties, under a single
Mortgage Note by a single borrower.

         Ten Mortgage Loans, representing approximately 3.0% of the Initial Pool
Balance, which are not cross-collateralized, are loans to borrowers which are
under common ownership. See "Risk Factors--Risks Related to the Mortgage
Loans--Mortgage Loans to Related Borrowers May Result in More Severe Losses on
Your Certificates."

         None of the Mortgage Loans is insured or guaranteed by the United
States, any governmental agency or instrumentality, any private mortgage insurer
or by the Depositor, the Mortgage Loan Sellers, either Servicer, either Special
Servicer, the Trustee (each, as defined herein) or any of their respective
affiliates except that, with respect to certain of the mortgage loans, the trust
fund will have the benefit of environmental insurance policies. See "Certain
Characteristics of the Mortgage Loans--Environmental Matters" in this Prospectus
Supplement. Except for the National Consumer Cooperative Bank Mortgage Loans,
which are generally fully recourse to the Borrower, the Mortgage Loans generally
are non-recourse except in limited circumstances such as a default resulting
from voluntary bankruptcy, fraud or other willful misconduct of the borrower. If
a borrower defaults on any Mortgage Loan, recourse generally may be had only
against the specific Mortgaged Property or Mortgaged Properties securing such
Mortgage Loan and such limited other assets as have been pledged to secure such
Mortgage Loan, and not against the borrower's other assets.

         Credit Suisse First Boston Mortgage Securities Corp. (the "Depositor")
will purchase the Mortgage Loans to be included in the Trust Fund on or before
the date on which the Certificates (as defined herein) are issued (the "Closing
Date") from Credit Suisse First Boston Mortgage Capital LLC (the "CSFB Mortgage
Loan Seller"), Morgan Stanley Dean Witter Mortgage Capital Inc. (the "MSDWMC
Mortgage Loan Seller") and National Consumer Cooperative Bank (the "NCCB
Mortgage Loan Seller" and, collectively with the CSFB Mortgage Loan Seller and
the MSDWMC Mortgage Loan Seller, the "Mortgage Loan Sellers"), pursuant to three
separate Mortgage Loan Purchase Agreements (each, a "Mortgage Loan Purchase
Agreement") to be dated as of the Cut-off Date between the related Mortgage Loan
Seller and the Depositor. The CSFB Mortgage Loans, MSDWMC Mortgage Loans and
NCCB Mortgage Loans (all as defined below) were generally underwritten in
accordance with the underwriting criteria described under "--CSFB Underwriting
Standards," "--MSDWMC Underwriting Standards" and "--NCCB Underwriting
Standards," respectively, below. The Mortgage Loans which will be sold to the
Depositor by the CSFB Mortgage Loan Seller (the "CSFB Mortgage Loans"), the
MSDWMC Mortgage Loan Seller (the "MSDWMC Mortgage Loans") and the NCCB Mortgage
Loan Seller (the "NCCB Mortgage Loans") were originated or purchased by the
applicable Mortgage Loan Seller. The Mortgage Loan Sellers are selling the
Mortgage Loans without recourse and, accordingly, in such capacity, will have no
obligations with respect to the Certificates other than pursuant to the limited
representations, warranties and covenants made by each Mortgage Loan Seller to
the Depositor and assigned by the Depositor to the Trustee for the benefit of
the Certificateholders. See "The Pooling and Servicing Agreement--Assignment of
the Mortgage Loans" and "The Mortgage Pools--Representations and Warranties" in
the Prospectus.

         CapMark Services, L.P. will service the Mortgage Loans (other than the
NCCB Mortgage Loans) and National Consumer Cooperative Bank (in such capacity
"NCCB") will service the NCCB Mortgage Loans, each pursuant to the Pooling and
Servicing Agreement. The L'Enfant Loan will have primary servicing performed by
First Union National Bank, as servicer of the CSFB 1998-C2 Securitization,
pursuant to the pooling and servicing agreement for the CSFB 1998-C2
Securitization. The 1211 Avenue of the Americas Loan will have primary servicing
performed by BNY Asset Solutions LLC, as servicer of the 2000-1211
Securitization pursuant to the trust and servicing agreement for the 2000-1211
Securitization.


                                      S-42
<PAGE>

SECURITY FOR THE MORTGAGE LOANS

         In addition to the security of one or more Mortgages encumbering the
related borrower's interest in the applicable Mortgaged Property or Mortgaged
Properties, each Mortgage Loan also is secured by an assignment of the related
borrower's interest in the leases, rents, issues and profits of the related
Mortgaged Properties. In certain instances, additional collateral exists in the
nature of partial indemnities or guaranties, or one or more Escrow Accounts (as
defined herein) for, among other things, replacements of furniture, fixtures and
equipment and environmental remediation, real estate taxes, insurance premiums
and ground rents, deferred maintenance and/or scheduled capital improvements,
re-leasing reserves and seasonal working capital reserves. The Mortgage Loans
generally provide for the indemnification of the lender by the borrower (or
related principals) for the presence of any hazardous substances not identified
in the related environmental site assessments affecting the Mortgaged Property.
In addition, nine Mortgaged Properties securing Mortgage Loans representing 7.1%
of the Initial Pool Balance, are covered by insurance policies insuring against
certain environmental-related losses. See "Certain Characteristics of the
Mortgage Loans--Environmental Matters."

         Each Mortgage constitutes a first lien on a Mortgaged Property, subject
generally only to (i) liens for real estate and other taxes and special
assessments not yet due and payable, (ii) covenants, conditions, restrictions,
rights of way, easements and other encumbrances whether or not of public record
as of the date of recording of the Mortgage, such exceptions having been
acceptable to the related Mortgage Loan Seller, as applicable, in connection
with the purchase or origination of such Mortgage Loan and (iii) such other
exceptions and encumbrances on Mortgaged Properties as are reflected in the
related title insurance policies. See "Certain Characteristics of the Mortgage
Loans--Certain Terms and Conditions of the Mortgage Loans--Escrows."

THE MORTGAGE LOAN SELLERS

         CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC

         Seventy-seven Mortgage Loans, representing 63.5% of the Initial Pool
Balance, were sold to the Depositor by the CSFB Mortgage Loan Seller. The CSFB
Mortgage Loan Seller is a subsidiary of Credit Suisse First Boston, Inc., formed
as a Delaware limited liability company to originate and acquire loans secured
by mortgages on commercial and multifamily real estate. Each of the Mortgage
Loans sold by the CSFB Mortgage Loan Seller to the Depositor was purchased or
originated by the CSFB Mortgage Loan Seller and underwritten by the CSFB
Mortgage Loan Seller's underwriters. The principal office of the CSFB Mortgage
Loan Seller is located at 11 Madison Avenue, New York, New York 10010. Its
telephone number is (212) 325-2000.

         MORGAN STANLEY DEAN WITTER MORTGAGE CAPITAL INC.

         Forty-one Mortgage Loans, representing 24.8% of the Initial Pool
Balance, were sold to the Depositor by the MSDWMC Mortgage Loan Seller. The
MSDWMC Mortgage Loan Seller is a subsidiary of Morgan Stanley Dean Witter & Co.,
Inc. formed as a New York corporation to originate and acquire loans secured by
mortgages on commercial and multifamily real estate. Each of the MSDWMC Mortgage
Loans sold by the MSDWMC Mortgage Loan Seller to the Depositor was purchased or
originated by the MSDWMC Mortgage Loan Seller and underwritten by the MSDWMC
Mortgage Loan Seller's underwriters. The principal office of the MSDWMC Mortgage
Loan Seller is located at 1585 Broadway, New York, New York 10036. Its telephone
number is (212) 761-4700.

         NATIONAL CONSUMER COOPERATIVE BANK

         Ninety-three Mortgage Loans, representing 11.7% of the Initial Pool
Balance, were sold to the Depositor by the NCCB Mortgage Loan Seller. The NCCB
Mortgage Loan Seller, which does business under the trade name National
Cooperative Bank, was chartered by an act of Congress in 1978 for the purpose of
providing loans and other financial services to cooperatively owned and
organized entities throughout the United States. By Congressional amendments in
1981, the NCCB Mortgage Loan Seller was converted to a private institution owned
by its member cooperative borrowers. Each of the NCCB Mortgage Loans sold by the
NCCB Mortgage Loan Seller to the Depositor was originated by the NCCB Mortgage
Loan Seller or an affiliate and underwritten by NCCB Mortgage Loan Seller
underwriters. The principal office of the NCCB Mortgage Loan Seller is located
at 1401 Eye Street, N.W. Washington, D.C. 20005. Its telephone number is
202-336-7700.


                                      S-43
<PAGE>

CSFB UNDERWRITING STANDARDS

         General. Seventy-seven Mortgage Loans, representing 63.5% of the
Initial Pool Balance, were underwritten by the CSFB Mortgage Loan Seller. The
CSFB Mortgage Loan Seller has implemented guidelines establishing certain
procedures with respect to underwriting mortgage loans. The CSFB Mortgage Loans
generally were originated in accordance with such guidelines; provided, however,
that the underwriting standards for such Mortgage Loans which are secured by
cooperatives were originated utilizing prudent underwriting practices for
mortgage loans secured by similar mortgaged properties and may differ from the
standards described below. With respect to the Mortgage Loans which were
acquired by the CSFB Mortgage Loan Seller, the CSFB Mortgage Loan Seller applied
its general guidelines to the Mortgage Loans in reliance on information provided
to it by the originators of such loans, in some cases without independent
investigation. 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. The underwriting standards for the Mortgage Loans
addressed, with respect to each Mortgaged Property, environmental conditions,
physical conditions, property valuations, property financial performance, code
compliance, property management, title insurance, borrower evaluation and
property insurance, as described below.

         Environmental Assessments. An environmental site assessment was
performed with respect to each Mortgaged Property relating to a CSFB Mortgage
Loan generally within the twelve-month period preceding the origination of the
related CSFB Mortgage Loan. In all cases, the environmental site assessment was
a "Phase I" environmental assessment, generally performed in accordance with
industry practice. In general, the environmental assessments contained no
recommendations for further significant environmental remediation efforts which,
if not undertaken, would have a material adverse effect on the related Mortgage
Loan. However, in certain cases, the assessment disclosed the existence of or
potential for adverse environmental conditions, generally the result of the
activities of identified tenants, adjacent property owners or previous owners of
the Mortgaged Property. In substantially all cases in which material
environmental risks were identified, the related borrowers were required to
establish operations and maintenance plans, monitor the Mortgaged Property,
abate or remediate the condition and/or provide additional security such as
letters of credit, indemnities, environmental damage insurance or reserves. With
respect to five Mortgage Loans, the lender purchased Secured Creditor Impaired
Property Policies which, upon an event of default and the occurrence of an
environmental condition at the Mortgaged Properties, provide for the payment of
such mortgage loans in full. In addition, one Mortgage Loan has the benefit of a
Pollution Legal Liability Select environmental insurance policy which covers
certain environmental losses. See "Certain Characteristics of the Mortgage
Loans--Environmental Matters" in this Prospectus Supplement. Additionally, all
borrowers were required to provide environmental representations and warranties
and covenants relating to the existence and use of hazardous substances on the
Mortgaged Properties. See "Risk Factors--Risks Related to The Mortgage
Loans--Environmental Laws May Adversely Affect Mortgaged Property Cashflow" in
this prospectus supplement.

         Property Condition Assessments. Inspections of substantially all of the
related Mortgaged Properties were conducted by engineering firms prior to
origination of the CSFB Mortgage Loans. Such inspections generally were
commissioned to assess the structure, exterior walls, roofing, interior
construction, mechanical and electrical systems and general conditions of the
site, buildings and other improvements located at each Mortgaged Property. The
resulting reports indicated a variety of deferred maintenance items and
recommended capital improvements with respect to each Mortgaged Property. The
estimated cost of the necessary repairs or replacements at each Mortgaged
Property was included in each property condition report. In each instance, the
originator of the Mortgage Loan either determined that the necessary repairs or
replacements were being addressed by the related borrowers in a satisfactory
manner, or required that they be addressed post-closing. With respect to 53
Mortgage Loans, representing 65.5% of the aggregate Cut-off Date Principal
Balance of the CSFB Mortgage Loans, capital improvement or deferred maintenance
reserves were established to cover the cost of such repairs or replacements.

         Appraisals. An appraisal of each of the Mortgaged Properties relating
to the CSFB Mortgage Loans was performed. The appraisals generally were
performed by independent MAI appraisers and in all cases indicated that at the
time of the respective appraisals the aggregate value of the related Mortgaged
Properties exceeded the original principal amount of each Mortgage Loan. Such
appraisals generally complied with the real estate appraisal regulations issued
jointly by the federal bank regulatory agencies under the Financial Institution
Reform, Recovery, and Enforcement Act of 1989, as amended ("FIRREA"). The
appraisals also were used as a source of information


                                      S-44
<PAGE>

for rental and vacancy rates and were used to calculate tenant improvement and
leasing commission reserves. In general, appraisals represent the analysis and
opinion of qualified experts and are not guarantees of present or future value.
Moreover, appraisals seek to establish the amount a typically motivated buyer
would pay a typically motivated seller. Such amount could be significantly
higher than the amount obtained from the sale of a Mortgaged Property under a
distress or liquidation sale.

         Operating and Occupancy Statements. In connection with the origination
or purchase of the CSFB Mortgage Loan, the originator reviewed current rent
rolls (and, where available, up to three years of prior operating statements)
and related information or statements of occupancy rates, census data, financial
data, historical operating statements and, with respect to the CSFB Mortgage
Loans secured by Office Properties, Industrial Properties, Retail Properties or
Mixed Use Properties, a selection of major tenant leases. In underwriting each
CSFB Mortgage Loan, income and operating information provided by the related
borrower was examined by the originator of the CSFB Mortgage Loan; provided,
however, that, with respect to several of the CSFB Mortgage Loans, the
originator thereof or the related borrower engaged independent accountants to
review or perform certain procedures to verify such information. Neither the
Depositor nor the CSFB Mortgage Loan Seller makes any representation as to the
accuracy of such information.

         Zoning and Building Code Compliance. The borrowers under the CSFB
Mortgage Loans generally have represented under the related Mortgage or loan
agreement and provided other evidence to the effect that the use and operation
of the related Mortgaged Properties was, as of the date on which the Mortgage
Loan was originated, in compliance in all material respects with all applicable
zoning, land-use, environmental, building, fire and health ordinances, rules,
regulations and orders applicable to the related Mortgaged Properties. For a
discussion of zoning issues, see "Risk Factors--Risks Related to the Mortgage
Loans--Changes in Zoning Laws May Affect Ability To Repair or Restore Mortgaged
Property."

         Seismic Review Process. In general, the underwriting guidelines
applicable to the origination of the CSFB Mortgage Loans required that
prospective borrowers seeking loans secured by properties located in California
and other areas thought to be prone to earthquake risk obtain a seismic
engineering report of the building and, based thereon and on certain statistical
information, an estimate of probable maximum loss ("PML"), that is, an estimate
of the loss that the property would sustain in a "worst case" earthquake
scenario. Generally, any proposed loan (i) which has an original principal
balance greater than $20,000,000 and as to which the property was estimated to
have a PML in excess of 15% of the estimated replacement cost of the
improvements or (ii) which has an original principal balance less than or equal
to $20,000,000 and as to which the property was estimated to have a PML in
excess of 20% of the estimated replacement cost of the improvements would be
conditioned on receipt of satisfactory earthquake insurance. With respect to all
of the CSFB Mortgage Loans that had original principal balances of more than
$20,000,000 and that have a PML in excess of 15%, the borrowers obtained
earthquake insurance. With respect to substantially all of the CSFB Mortgage
Loans that have a PML in excess of 20%, the borrower obtained earthquake
insurance.

         Property Management. Generally, for CSFB Mortgage Loans, a manager
(which may be an employee or affiliate of the borrower) is responsible for
responding to changes in the local rental or lodging market, planning and
implementing the rental rate or operating structure, which may include
establishing levels of rent payments or rates, and insuring that maintenance and
capital improvements are carried out in a timely fashion. Management errors may
adversely affect the performance and long-term viability of a project. Each of
the original managers was approved by the originator of each CSFB Mortgage Loan
in connection with the origination of the related Mortgage Loan. In most cases,
amounts payable to the manager are subordinated to payments required under the
related Mortgage Loan. In most cases, the applicable Special Servicer may cause
the borrower to terminate management contracts upon certain events specified in
the documents executed in connection with the Mortgage Loans and generally any
change in a manager must be approved by the related Special Servicer. With
respect to Mortgage Loans which represent 5% or more of the aggregate
outstanding principal balance of all of the Mortgage Loans, no change in a
manager may be effected by the applicable Special Servicer unless the Rating
Agencies (as defined herein) have confirmed in writing that such change will
not, in and of itself, cause any withdrawal, qualification or downgrade in the
then current ratings of each Class of Certificates. For a discussion of property
management issues, see "Risk Factors--Risks Related to the Mortgage
Loans--Property Managers May Experience Conflicts of Interest in Managing
Multiple Properties."


                                      S-45
<PAGE>

         Title Insurance Policy. Each borrower has provided, and the CSFB
Mortgage Loan Seller has obtained, a title insurance policy for each Mortgaged
Property relating to the CSFB Mortgage Loans. Each title insurance policy
generally complies with the following requirements: (i) the policy must be
written by a title insurer licensed to do business in the jurisdiction where the
Mortgaged Property is located, (ii) the policy must be in an amount equal to the
original principal balance of the related Mortgage Loan, (iii) the protection
and benefits must run to the lender and its successors and assigns, (iv) 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 (v) the legal description of the Mortgaged
Property in the policy must conform to that shown on the survey of the Mortgaged
Property, where a survey has been required.

         Property Insurance. Each borrower has provided, and the CSFB Mortgage
Loan Seller has reviewed, certificates of required insurance with respect to
each Mortgaged Property relating to the CSFB Mortgage Loans. Such insurance
generally may include (i) commercial general liability insurance for bodily
injury or death and property damage, (ii) an "All Risks" of physical loss
property policy, (iii) if applicable, boiler and machinery coverage, (iv) if the
Mortgaged Property is located in a 100-year flood plain, flood insurance through
the National Flood Insurance Program, (v) if the Mortgaged Property is located
in an earthquake prone area and is subject to substantial earthquake risk,
earthquake insurance and (vi) such other coverage as the CSFB Mortgage Loan
Seller may require based on the specific characteristics of the Mortgaged
Property. In most instances, with respect to Mortgage Loans with original
principal balances less than $20 million, the claims-paying ability of the
related insurance providers must have a rating by S&P (as defined herein) of "A"
or better and, with respect to Mortgage Loans with original principal balances
greater than $20 million, the related insurance provider must have a rating by
S&P of "AA" or better.

         Evaluation of Borrower. The CSFB Mortgage Loan Seller evaluates each
borrower and its principals with respect to credit history and prior experience
as an owner and operator of commercial real estate properties. The evaluation
generally includes obtaining and reviewing a credit report or other reliable
indication of the borrower's financial capacity; obtaining and verifying credit
references and/or business and trade references; and obtaining and reviewing
certifications provided by the borrower as to prior real estate experience and
current contingent liabilities. The borrowers under 99.7% of the CSFB Mortgage
Loans, by Cut-off Date Principal Balance, are single asset special purpose
entities; for purposes of the foregoing statement, each Mortgage Loan secured by
a cooperative was assumed to be a single asset special purpose entity. In
addition, in general, in connection with each CSFB Mortgage Loan with an
original principal balance in excess of $20 million, each borrower was required
to be organized as a bankruptcy-remote entity, a substantive non-consolidation
opinion of counsel was required to be delivered relating to such borrower and
the CSFB Mortgage Loan Seller has reviewed the organizational documents of the
borrower to verify compliance with such requirement.

         DSCR and LTV Ratio. The CSFB Mortgage Loan Seller's underwriting
standards generally require, for all Mortgage Loans, minimum DSCR and LTV ratios
for each property type. The DSCR and LTV ratio for each CSFB Mortgage Loan is
set forth on Annex A hereto.

         Escrow Requirements. The CSFB Mortgage Loan Seller generally requires a
borrower to fund various escrows (each, an "Escrow Account") for items including
real estate taxes, insurance premiums, ground rent, replacement of furniture,
fixtures and equipment, environmental remediation, deferred maintenance and/or
scheduled capital improvements, seasonal working capital (with respect to
certain Hospitality Properties), capital expenditures, and tenant improvements
and re-leasing costs (with respect to Office Properties and Retail Properties).
Escrow Accounts generally must be held at Eligible Banks (as defined herein).
Generally, the required escrows for Mortgage Loans originated by the CSFB
Mortgage Loan Seller are as follows:

         Ground Rent -- Typically, a pro rated initial deposit and monthly
deposits equal to 1/12th of the annual ground rent for any ground lease relating
to the Mortgaged Property are required.

         Taxes and Insurance -- Seventy-three Mortgage Loans, representing 98.5%
of the aggregate Cut-off Date Principal Balance of the CSFB Mortgage Loans, have
reserves for taxes. Seventy-three Mortgage Loans, representing 98.4% of the
aggregate Cut-off Date Principal Balance of the CSFB Mortgage Loans, have
reserves for insurance. Typically, a pro rated initial deposit and monthly
deposits equal to 1/12th of the annual property taxes (based on the most recent
property assessment and the current tax rate) and annual property insurance
premium relating to the Mortgaged Property are required.




                                      S-46
<PAGE>

         Capital Item Reserves -- Sixty-nine Mortgage Loans, representing 96.0%
of the aggregate Cut-off Date Principal Balance of the CSFB Mortgage Loans, have
ongoing reserves for Capital Items (as defined below). Typically, deposits are
required based on the amount recommended on an annual basis pursuant to a
property condition report prepared for the CSFB Mortgage Loan Seller. The actual
ongoing reserve deposits for periodic replacement, capital expenditures and
furniture, fixtures and equipment (collectively, "Capital Items") required under
each Mortgage Loan are set forth on Annex A.

         Tenant Improvements and Leasing Commission Reserves -- Thirty-six
Mortgage Loans, representing 74.3% of the aggregate Cut-off Date Principal
Balance of the CSFB Mortgage Loans which are secured by Retail Properties,
Office Properties, Mixed Use Properties, Industrial Properties and Multifamily
Properties with a material retail or office component, have up-front and/or
ongoing reserves for tenant improvement and leasing commissions. Typically,
deposits are based upon anticipated lease turnover rates, estimated costs for
tenant improvements and leasing commissions in the related market.

         In certain cases, the CSFB Mortgage Loan Seller allowed a borrower to
post a letter of credit in lieu of funding ongoing reserves for Capital Items
and/or tenant improvements and leasing commissions. Even if the actual funded
reserves under a Mortgage Loan are less than the foregoing amounts, the CSFB
Mortgage Loan Seller generally deducted such amounts from net operating income
when calculating Net Cash Flow.

         Deferred Maintenance/Environmental Remediation -- An initial deposit,
upon funding of a Mortgage Loan, in an amount equal to no less than 100%, and as
much as 125% of (i) the estimated cost of the recommended substantial repairs or
replacements pursuant to a property condition report completed by a licensed
engineer and (ii) the estimated cost of environmental remediation expenses as
recommended by an independent environmental assessment.

         Seasonal Working Capital -- An initial deposit, upon funding of a
Mortgage Loan, or monthly deposits, in each case generally based upon the
anticipated shortfall of operating income necessary to pay debt service and
operating expenses for the months in which occupancy of a Hospitality Property
is below that which is necessary to cover such costs.

MSDWMC UNDERWRITING STANDARDS

         General. Forty-one Mortgage Loans, representing 24.8% of the Initial
Pool Balance, were underwritten by the MSDWMC Mortgage Loan Seller. The MSDWMC
Mortgage Loan Seller has implemented guidelines establishing certain procedures
with respect to underwriting mortgage loans. The MSDWMC Mortgage Loans generally
were originated in accordance with such guidelines.

         Appraisals. In connection with the origination of the MSDWMC Mortgage
Loans, each related Mortgaged Property was appraised by an independent appraiser
who, generally, was a Member of the Appraisal Institute. All such appraisals
complied with the real estate appraisal regulations issued jointly by the
federal bank regulatory agencies under FIRREA. In general, those appraisals
represent the analysis and opinion of the person performing the appraisal and
are not guarantees of, and may not be indicative of, present or future value.
There can be no assurance that another person would not have arrived at a
different valuation, even if such person used the same general approach to and
same method of valuing the property. Moreover, such appraisals sought to
establish the amount a typically motivated buyer would pay a typically motivated
seller. Such amount could be significantly higher than the amount obtained from
the sale of a Mortgaged Property under a distress or liquidation sale.
Information regarding the values of the Mortgaged Properties is presented herein
for illustrative purposes only.

         Environmental Assessments. An environmental site assessment was
performed with respect to each Mortgaged Property generally within the
twelve-month period preceding the origination of the related MSDWMC Mortgage
Loan. In all cases, the environmental site assessment was a "Phase I"
environmental assessment, generally performed in accordance with industry
practice. In general, the environmental assessments contained no recommendations
for further significant environmental remediation efforts which, if not
undertaken, would have a material adverse effect on the related Mortgage Loan.
However, in certain cases, the assessment disclosed the existence of or
potential for adverse environmental conditions, generally the result of the
activities of identified tenants, adjacent property owners or previous owners of
the Mortgaged Property. In certain of such cases, the related borrowers were
required to establish operations and maintenance plans, monitor the Mortgaged
Property,

                                      S-47
<PAGE>

abate or remediate the condition and/or provide additional security such as
letters of credit, environmental damage insurance or reserves. See "Risk
Factors--Risks Related to The Mortgaged Loans--Environmental Laws May Adversely
Affect Mortgaged Property Cash Flow" in this prospectus supplement.

         Property Condition Assessments. The Mortgaged Properties were inspected
in connection with the origination of the related MSDWMC Mortgage Loan by a
representative of the MSDWMC Mortgage Loan Seller or by a third party
professional engaged by MSDWMC Mortgage Loan Seller. Furthermore, in each case,
a licensed engineer or consultant inspected the related Mortgaged Property in
connection with the origination of the related MSDWMC Mortgage Loan to assess
the structure, exterior walls, roofing, interior structure and mechanical and
electrical systems. In certain cases where material deficiencies were noted in
such reports, the related borrower was required to establish reserves for
replacement or repair or remediate the deficiency.

         Seismic Review Process. In general, the underwriting guidelines
applicable to the origination of the MSDWMC Mortgage Loans required that
prospective borrowers seeking loans secured by properties located in California
and areas of other states where seismic risk is deemed material obtain a seismic
engineering report of the building and, based thereon and on certain statistical
information, an estimate of PML in an earthquake scenario. Generally, any of the
MSDWMC Mortgage Loans as to which the property was estimated to have a PML in
excess of 20% of the estimated replacement cost would either be subject to a
lower loan-to-value limit at origination, be conditioned on seismic upgrading
(or appropriate reserves or letter of credit for retrofitting), be conditioned
on satisfactory earthquake insurance or be declined.

         Zoning and Building Code Compliance. The MSDWMC Mortgage Loan Seller
took steps to establish that the use and operation of the Mortgaged Properties
that represent security for MSDWMC Mortgage Loans were, at their respective
dates of origination, in compliance in all material respects with applicable
zoning, land-use and similar laws and ordinances, but no assurance can be made
that such steps revealed all possible violations. Evidence of such compliance
may have been in the form of legal opinions, confirmations from government
officials, title insurance endorsements, survey endorsements and/or
representations by the related borrower contained in the related loan documents.
Violations may exist at any particular Mortgaged Property, but the MSDWMC
Mortgage Loan Seller has informed the Depositor that it does not consider any
such violations known to it to be material.

NCCB UNDERWRITING STANDARDS

         General. Ninety-three Mortgage Loans, representing 11.7% of the Initial
Pool Balance, were underwritten by the NCCB Mortgage Loan Seller. 100% of the
Mortgage Loans underwritten by the NCCB Mortgage Loan Seller are secured by
Residential Cooperative Properties. The NCCB Mortgage Loan Seller has
implemented guidelines establishing certain procedures with respect to
underwriting the Mortgage Loans. The NCCB Mortgage Loans generally were
originated in accordance with such guidelines. The underwriting standards for
the Mortgage Loans addressed, with respect to each Mortgaged Property,
environmental conditions, physical conditions, property valuations, property
financial performance, property management, title insurance, borrower evaluation
and property insurance, as described below.

         Environmental Assessments. An environmental site assessment was
performed with respect to each Mortgaged Property relating to an NCCB Mortgage
Loan generally within the twelve-month period preceding the origination of the
related NCCB Mortgage Loan. A Phase I Environmental Report is generally required
for each Mortgaged Property. In lieu of a Phase I Environmental Report,
generally for loans under $350,000, an ASTM Transaction Screen may have been
required. In general, the environmental assessments contained no recommendations
for further significant environmental remediation efforts which, if not
undertaken, would have a material adverse effect on the related Mortgage Loan.
However, in certain cases, the assessment disclosed the existence of or
potential for adverse environmental conditions. In substantially all cases in
which material environmental risks were identified, the related borrowers were
required to establish operations and maintenance plans, monitor the Mortgaged
Property, and abate or remediate the condition, if necessary.

         Property Condition Assessments. As part of the underwriting process, a
site inspection of each Mortgaged Property was conducted by the NCCB Mortgage
Loan Seller. Such inspection paid particular attention to the systems, roofs,
structural integrity and common area deferred maintenance at the Mortgaged
Property. Inspections of each of the Mortgaged Properties were also conducted by
independent engineering firms prior to the origination of the NCCB Mortgage
Loans. Such inspections were generally commissioned to assess the structure,
exterior


                                      S-48
<PAGE>

walls, roofing, interior construction, mechanical and electrical systems and
general conditions of the site, buildings and other improvements located at each
Mortgaged Property. The resulting reports indicated a variety of deferred
maintenance items and recommended capital improvements with respect to certain
of the Mortgaged Properties. In general, the estimated cost of immediate
necessary repairs or replacements at each Mortgaged Property was included in
each property condition report. In each instance, the NCCB Mortgage Loan Seller
determined that the necessary repairs needed to be completed prior to closing by
the related borrowers were completed in a satisfactory manner, or required that
they be addressed post closing.

         Appraisals. An appraisal of each of the Mortgaged Properties relating
to the NCCB Mortgage Loans was performed preceding the origination of each such
loan. The appraisals were performed by independent MAI appraisers and indicated
that at the time of the respective appraisals the aggregate value of the related
Mortgaged Properties exceeded the original principal amount of each Mortgage
Loan. Such appraisals generally complied with the real estate appraisal
regulations issued jointly by the federal bank regulatory agencies under FIRREA,
as amended. Each appraisal valued the Mortgaged Properties as a cooperative
property (i) based on the market value of the underlying apartment units in the
building and (ii) as a multifamily rental property as if such cooperative
property were operated as a market-rate rental property. The value as a
multifamily rental property is based on the projected rents that would be
collected and the operating expenses that would be incurred if the building were
run as a stabilized market-rate rental property with rents set at prevailing
market rates, taking into account the presence of existing rent controlled or
existing rent stabilized apartments. Such rental calculation also makes
adjustments for projected market vacancies and reserve requirements.

         Property Financial Performance. In connection with the origination of
the NCCB Mortgage Loans, the originator reviewed maintenance rolls, historical
operating statements, budgets, sponsor rent rolls (if applicable and/or
material), reserve levels, recent sales data, and proposed sources and uses of
funds. Originators employ such information to assess the prospective borrower's
ability to repay the debt and the adequacy of the property as collateral for the
loan requested. Maintenance charges and operating expenses are reviewed for
reasonableness in relation to other properties in the prospective borrower's
market. The ability to raise maintenance charges due to prospective capital
expenditures or property tax increases is also assessed. Particular attention is
paid to scheduled reductions and expiration of property tax abatements such as
the J-51 program for eligible properties in New York City. In assessing the
cooperative's ability to increase maintenance charges, total maintenance charges
are generally required to be less than 70% of market rents for similar apartment
units.

         Due to the nature of cooperative ownership and the federal tax
treatment of cooperative earnings, cooperatives generally seek to have
break-even coverage of maintenance charges and other income to annual operating
expenses. Additionally, cooperatives generally limit commercial rental income to
not more than 20% of total income.

         In certain circumstances, maintenance charges and other income may be
less than the cooperative's annual operating expenses if the cooperative has
significant reserves. Each NCCB Mortgage Loan requires minimum reserves
generally equal to 10% of the preceding year's shareholder maintenance payments.
Such reserves are generally held by the cooperative.

         If there are sponsor-held units, the originator of each NCCB Mortgage
Loan reviews the number of sponsor-held and investor held units and the excess
of the maintenance charges on such sponsor-held units over the sponsor's rent
collected, if any ("negative carry"). The number of sponsor-held units and the
rental income on such units are determined by rent rolls generally provided by
the cooperative. Sponsor-held units, if material, are carefully evaluated, and
the negative carry on such units is generally limited to an amount equal to no
more than 8% of the cooperative's total annual maintenance charges.

         Property Management. For NCCB Mortgage Loans, the related Mortgaged
Property is either professionally managed or is self-managed. Generally, all
larger Mortgaged Properties are professionally managed. In most cases, the
applicable Special Servicer may cause the borrower to terminate management
contracts upon certain events specified in the documents executed in connection
with the Mortgage Loan. Under such circumstances, replacement managers must be
approved by the applicable Servicer or Special Servicer. Generally, if a
Mortgaged Property is self-managed, the applicable Servicer or Special Servicer
may cause the borrower to hire professional management upon certain events
specified in the documents executed in connection with the Mortgage Loan.


                                      S-49
<PAGE>

         Title Insurance. The NCCB Mortgage Loan Seller has obtained from each
borrower a title insurance policy for each Mortgaged Property relating to the
NCCB Mortgage Loans. Each title insurance policy generally complies with the
following requirements: (i) the policy is written by a title insurer licensed to
do business in the jurisdiction where the Mortgaged Property is located, (ii)
the policy is in an amount equal to the original principal balance of the
related Mortgage Loan, (iii) the protection and benefits run to the NCCB
Mortgage Loan Seller and its successors and assigns, and (iv) the policy is
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.

         Borrower Evaluation. The NCCB Mortgage Loan Seller required each
cooperative to submit copies of its by-laws, form of propriety lease and
offering plan and amendments thereto. Such documents were reviewed by counsel to
the NCCB Mortgage Seller to determine if items therein could materially impact
the related Mortgage Loan.

         Property Insurance. Each borrower has provided, and the NCCB Mortgage
Loan Seller has reviewed, certificates of required insurance with respect to
each Mortgaged Property relating to the NCCB Mortgage Loans. Such insurance
generally may include (i) commercial general liability insurance for bodily
injury or death and property damage, (ii) "all risks" of physical loss property
insurance, (iii) if applicable, boiler and machinery coverage, (iv) if the
Mortgaged Property is located in a 100-year flood plain, flood insurance through
the National Flood Insurance Program, (v) fidelity bond, and (vi) business
income insurance. Generally, the insurance issuing company must have a rating in
the Best's Key Rating Guide of at least Policyholder Rating of "A-" and
Financial Rating of "V".

                 CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS

MULTIPLE NOTE LOANS

         The 1211 Avenue of the Americas Mortgage Loan (the "1211 Avenue of the
Americas Loan"), which represents 4.5% of the Initial Pool Balance, is
represented by a note which is one of two notes issued by the related borrower,
each secured by a first lien on the related Mortgaged Property. The two notes
together totaling $350,000,000 are referred to herein as the "1211 Avenue of the
Americas Whole Loan." The note which is an asset of the Trust Fund is referred
to herein as the "1211 Avenue of the Americas Trust Fund Note." The note in
which the Trust Fund owns no interest is referred to herein as the "1211 Avenue
of the Americas Other Note." The 1211 Avenue of the Americas Other Note is
divided into five components, four of which totaling $158,700,000 are
subordinate to the 1211 Avenue of the Americas Trust Fund Note and one of which
equaling $141,300,000 ranks pari passu with the 1211 Avenue of the Americas
Trust Fund Note. The 1211 Avenue of the Americas Other Note has been deposited
in a securitization sponsored by the Depositor known as Commercial Mortgage
Pass-Through Certificates, Series 2000-1211 (the "2000-1211 Securitization").
The securities backed by the component notes issued under the 2000-1211
Securitization received ratings ranging from "AAA" to "BBB" from Fitch and
Moody's, and the class A securities, backed by component note A, which is pari
passu with the 1211 Avenue of the Americas Trust Fund Note, received ratings of
"AAA" and "Aaa" from Fitch and Moody's, respectively. For additional important
information relating to the 1211 Avenue of the Americas Loan, including the
ownership of the 1211 Avenue of the Americas Other Note and the servicing of the
1211 Avenue of the Americas Loan, see "--Significant Mortgage Loans--The 1211
Avenue of the Americas Loan" and "The Pooling and Servicing Agreement--Servicing
of the Mortgage Loans; Collection of Payments" in this Prospectus Supplement.

         The L'Enfant Mortgage Loan (the "L'Enfant Loan"), which represents 3.3%
of the Initial Pool Balance, is represented by a note which is one of three
notes issued by the related borrower, each secured by a first lien on the
related Mortgaged Property. The three notes together are referred to herein as
the "L'Enfant Whole Loan." The note which is an asset of the Trust Fund is
referred to herein as the "L'Enfant Trust Fund Note." The two notes in which the
Trust Fund owns no interest are referred to herein as the "L'Enfant Other
Notes." One of the L'Enfant Other Notes has been deposited in a securitization
sponsored by the Depositor known as Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 1998-C2
(the "CSFB 1998-C2 Securitization"). The other L'Enfant Other Note has been
deposited in a securitization sponsored by the Depositor known as Credit Suisse
First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 1999-C1. For additional important information relating to
the L'Enfant Whole Loan, including the servicing


                                      S-50
<PAGE>

of the L'Enfant Loan, see "--Significant Mortgage Loans--The L'Enfant Loan" and
"The Pooling and Servicing Agreement--Servicing of the Mortgage Loans;
Collection of Payments" in this Prospectus Supplement.

         The Crystal Pavilion/Petry Building Mortgage Loan (the "Crystal
Pavilion/Petry Building Loan"), which represents 3.6% of the Initial Pool
Balance, is represented by a note which is one of four pari passu notes issued
by the related borrower, each secured by a first lien on the related Mortgaged
Property. The four notes together are referred to herein as the "Crystal
Pavilion/Petry Building Whole Loan." The note which is an asset of the Trust
Fund is referred to herein as the "Crystal Pavilion/Petry Building Note A." The
Trustee will be party to an intercreditor agreement with the holder of the
remaining Crystal Pavilion/Petry Building Notes in which the Trustee will be
named as lead lender. Pursuant to such intercreditor agreement, CapMark
Services, L.P., as servicer, will make all servicing decisions with respect to
the Crystal Pavilion/Petry Building Loan and Lennar Partners, Inc., as special
servicer, will specially service the Crystal Pavilion/Petry Building in the
event it becomes a Specially Serviced Mortgage Loan, in each case with a view
toward maximizing recovery to the holders of the Crystal Pavilion/Petry Building
notes as a collective whole. For additional important information relating to
the Crystal Pavilion/Petry Building Whole Loan, see "--Significant Mortgage
Loans--The Crystal Pavilion/Petry Building Loan" in this Prospectus Supplement.

         Unless otherwise specified, references in this Prospectus Supplement to
the 1211 Avenue of the Americas Loan, the L'Enfant Loan and the Crystal
Pavilion/Petry Building Loan (as well as general references to the Mortgage
Loans insofar as such references describe the 1211 Avenue of the Americas Loan,
the L'Enfant Loan or the Crystal Pavilion/Petry Building Loan) refer only to the
portion of the Whole Loan and the related Trust Fund Note deposited in this
Trust Fund. Proceeds and losses will be applied between the Trust Fund Note and
the related Other Note as described herein under "--Significant Mortgage
Loans--The 1211 Avenue of the Americas Loan," "--The L'Enfant Loan" and "--The
Crystal Pavilion/Petry Building Loan."

SIGNIFICANT MORTGAGE LOANS

         Set forth below is a description of certain of the significant Mortgage
Loans and the related Mortgaged Property or Mortgaged Properties.



                                      S-51
<PAGE>
--------------------------------------------------------------------------------
                                 THE SELIG LOANS
--------------------------------------------------------------------------------

================================================================================
                                Loan Information
================================================================================
PRINCIPAL BALANCE(1):       ORIGINAL          CUT-OFF DATE
                        ----------------      -------------
                        $ 62,850,000         $62,411,711

ORIGINATION DATE:       April 27, 1999

INTEREST RATE:          7.99%

AMORTIZATION:           360 months

ARD:                    May 11, 2009

ARD BALANCE:            $56,443,363

HYPERAMORTIZATION:      After the ARD, the interest rate
                        increases by 2.00% to 9.99% and all
                        excess cash flow is used to reduce the
                        outstanding principal balance; the
                        additional 2% interest is deferred
                        until the principal balance is zero

MATURITY DATE:          May 11, 2029

BORROWER (SPECIAL       Selig Real Estate Holdings Eleven, L.L.C., and
PURPOSE ENTITY):        Selig Real Estate Holdings Sixteen, L.L.C., single asset
                        entities the boards of both of which contain an
                        independent director; a non-consolidation opinion was
                        obtained in connection with origination

CALL PROTECTION:        Two-year prepayment lockout from the
                        date of securitization with U.S.
                        Treasury defeasance thereafter until
                        two months prior to the ARD

CUT-OFF DATE
LOAN PER SQUARE         $125
FOOT(1):

UP-FRONT RESERVES(1):   Cap Ex:                         $19,250
                        TI & LC:                       $350,000

ONGOING RESERVES(1):    CapEx(2):                           Yes
                        TI & LC(2):                         Yes
                        Real Estate Taxes &
                        Insurance Reserve(3):               Yes

LOCKBOX:                Hard

MEZZANINE:              Yes

================================================================================
                              Property Information
================================================================================


SINGLE ASSET/PORTFOLIO: Portfolio of 2 Assets

PROPERTY TYPE:          Office

LOCATION:               Seattle, WA

YEAR BUILT/RENOVATED:   190 Queen Anne           1974/1985
                        Bldg.

                        1000 Second Ave.         1986

OCCUPANCY (4):          190 Queen Anne           99%
                        Bldg.
                        1000 Second Ave.         98%

THE COLLATERAL:         One 40-story office building and one
                        5-story office building

FEE OR LEASEHOLD:       Fee

1000 2ND AVE                                  LEASE
MAJOR TENANTS           NRSF      % OF NRA  EXPIRATION
-------------           ----      --------  ----------
U.S. Customs            52,604     12.6%     3/31/01
Immune Corporation      33,130      8.0%     12/31/03
Washington Mutual       15,367      3.7%     7/31/00

190 QUEEN ANNE                                LEASE
MAJOR TENANTS           NRSF     % OF NRA   EXPIRATION
-------------           ----     --------   ----------
The Dial                33,844     41.2%      4/26/05
Seattle Super Sonics    19,045     23.2%      7/31/00(5)
KSR Radio               14,217     17.3%      7/31/00(5)

SQUARE FOOTAGE(1):      498,875

PROPERTY MANAGEMENT:    Self Managed

1999 NET OPERATING
INCOME(1):              $7,773,385

UNDERWRITTEN NET CASH
FLOW(1):                $8,249,516

APPRAISED VALUE(1):     $95,800,000

CUT-OFF DATE LTV(1):    65.2%

ARD LTV(1):             58.9%

DSCR(1):                1.49

================================================================================
================================================================================

(1)  For the Selig Loans in the aggregate.

(2)  The Selig Borrowers are required to escrow $93,333.00 on a monthly basis
     ($2.25/SF annually) into a tenant improvement and leasing commission
     reserve and $8,143.00 on a monthly basis ($0.20/SF annually) into a CapEx
     reserve.

                                      S-52
<PAGE>

(3)  The Selig Borrowers are required to make monthly payments into a tax and
     insurance escrow fund in an amount sufficient to accumulate funds needed to
     pay (i) all taxes prior to their respective due dates and (ii) insurance
     premiums prior to the expiration thereof.

(4)  Occupancy is based on the June 2, 2000 rent rolls for 1000 2nd Avenue and
     the May 8, 2000 rent roll for 190 Queen Anne.

(5)  The Selig Borrower has pre-leased the space with respect to this property
     pursuant to signed leases at rent above the current rent.

     THE SELIG LOANS

         The Loans. The largest loan concentration (the "Selig Loans") was
originated by the CSFB Mortgage Loan Seller on April 27, 1999. The Selig Loans
are evidenced by two cross-collateralized and cross-defaulted notes secured by
Mortgages encumbering the fee interests in two office buildings (each, a "Selig
Property" and collectively, the "Selig Properties") located in Seattle,
Washington.

         The Borrowers. The Selig Loans were made to two borrowers
(collectively, the "Selig Borrowers"), each of which is a Washington limited
liability company. The principal of the Selig Borrower is Martin Selig (the
"Selig Principal"). The Selig Principal is the founder and sole proprietor of
Martin Selig Real Estate, one of the largest commercial real estate developers
in the Pacific Northwest.

         Certain additional information on the Selig Loans and the Selig
Properties is set forth on Annex A hereto.

         The Properties. The Selig Properties consist of two buildings located
in Seattle, Washington. The 1000 Second Avenue Building is an office building
and has a net rentable area of approximately 416,710 square feet. The 190 Queen
Anne Building is an office building and has a net rentable area of approximately
82,165 square feet.

         Property Management. The Selig Properties are managed by Martin Selig
Real Estate (the "Selig Manager"), an affiliate of the Selig Borrowers, pursuant
to a management agreement. The management agreement provides for the payment to
the Selig Manager of management fees of 3% of gross revenues, which are
subordinated to payments under the Selig Loans. The Selig Manager may be
terminated (i) upon an event of default under the Selig Loans or the Selig
Mezzanine Loan (as defined below) or (ii) in the event of a default by the Selig
Manager under the management agreement. In the event the Trustee terminates the
Selig Manager, it is required to select a replacement manager from a list agreed
upon by the Selig Mezzanine Lender (as defined below).

         Mezzanine Loan. Selig Real Estate Holdings Twelve, L.L.C., the regular
member of each of the Selig Borrowers and certain affiliates of the Selig
Principal, are the borrowers (collectively, the "Selig Mezzanine Borrower")
under a mezzanine loan with an aggregate principal balance as of the Cut-off
Date of $15,705,156 (the "Selig Mezzanine Loan"), made by Starwood Financial
Trust, a Maryland real estate investment trust (the "Selig Mezzanine Lender"),
on April 27, 1999. The Selig Mezzanine Loan is secured by a pledge of the
regular membership interests in each of the Selig Borrowers and by the equity of
certain other special purpose real estate borrowers (the "Other Equity
Collateral"). As of the Cut-off Date, the aggregate LTV of the Selig Loan and
the Selig Mezzanine Loan (allocating a portion of the Selig Mezzanine Loan based
upon the respective appraised values of the Selig Properties and the Other
Equity Collateral) was 74%. The Selig Mezzanine Lender has agreed not to
transfer its interest in the Selig Mezzanine Loan to any entity other than
certain permitted institutional transferees unless each Rating Agency confirms
that such transfer would not cause a withdrawal, qualification or downgrade of
its then current ratings on the Certificates. The Selig Mezzanine Loan matures
on April 27, 2004 and bears interest at a per annum rate equal to 15%. The Selig
Mezzanine Loan fully amortizes by its maturity date.


                                      S-53
<PAGE>
--------------------------------------------------------------------------------
                        1211 AVENUE OF THE AMERICAS LOAN
--------------------------------------------------------------------------------

================================================================================
                                Loan Information
================================================================================
PRINCIPAL BALANCE:         ORIGINAL           CUT-OFF DATE
                        ----------------     -------------
                          $50,000,000         $50,000,000

ORIGINATION DATE:       April 5, 2000

INTEREST RATE:          7.75%

AMORTIZATION:           300 months (after 5 years of interest
                        only)

ARD:                    April 9, 2010

ARD BALANCE:            $42,687,901

HYPERAMORTIZATION:      After the ARD, the interest rate
                        increases by 2.00% to 9.75% and a pro
                        rata portion of all excess cash flow
                        is used to reduce the outstanding
                        principal balance; the additional 2%
                        interest is deferred until the
                        principal balance is zero

MATURITY DATE:          April 9, 2030

BORROWER (SPECIAL       JT 1211, L.P., general partner of which is a
PURPOSE ENTITY):        special purpose entity, the board of which contains two
                        independent directors; a non-consolidation opinion was
                        obtained in connection with origination

CALL PROTECTION:        Two-year prepayment lockout from the
                        date of securitization with U.S.
                        Treasury defeasance thereafter until
                        six months prior to the ARD

CUT-OFF DATE
LOAN PER SQUARE         $104
FOOT(3):

UP-FRONT RESERVES(4):   CapEx:                        $142,750
                        TI & LC:                    $5,824,949
                        Free Rent Escrow Fund:      $10,684,008

ONGOING RESERVES(4):    CapEx(1):                           Yes
                        TI & LC(1):                         Yes
                        Real Estate Taxes &
                        Insurance Reserve(2):               Yes

LOCKBOX:                Hard

MEZZANINE:              No

================================================================================
                              Property Information
================================================================================

SINGLE ASSET/PORTFOLIO: Single Asset

PROPERTY TYPE:          Office

LOCATION:               New York, NY

YEAR BUILT/RENOVATED:   1973/1995

OCCUPANCY(5):           100%

THE COLLATERAL:         44-story office building

FEE OR LEASEHOLD:       Fee

                                              LEASE
MAJOR TENANTS           NRSF      % OF NRA  EXPIRATION
-------------           ----      --------  ----------
News Corp               652,874     35.5%    11/01/15
Chase Manhattan         471,675     25.6%    3/31/10
CIT                     180,830      9.8%    12/31/08

SQUARE FOOTAGE(4):      1,839,384

PROPERTY MANAGEMENT:    Rockefeller Group Management
                        (day-to-day management)
                        Kennedy-Wilson (leasing management)

1999 NET OPERATING
INCOME(4):              $40,260,000

UNDERWRITTEN NET CASH
FLOW(4):                $48,319,000

APPRAISED VALUE(4):     $695,000,000

CUT-OFF DATE LTV(3):    27.5%

ARD LTV(3):             25.3%

DSCR(3):                2.79


================================================================================
================================================================================

(1)  The 1211 Avenue of the Americas Borrower is required to escrow $61,541.67
     on a monthly basis ($0.40/SF annually) into a CapEx reserve.


                                      S-54
<PAGE>

(2)  The 1211 Avenue of the Americas borrower is required to make monthly
     payments into a tax and insurance escrow fund in an amount sufficient to
     accumulate funds needed to pay (i) all taxes prior to their respective due
     dates and (ii) insurance premiums prior to the expiration thereof.

(3)  Calculated based upon the 1211 Avenue of the Americas Loan plus the 1211
     Avenue of the Americas Component A.

(4)  Calculated based upon the 1211 Avenue of the Americas Whole Loan.

(5)  Occupancy is based on the April 1, 2000 rent roll.

     THE 1211 AVENUE OF THE AMERICAS LOAN

         The Loan. The second largest loan concentration (the "1211 Avenue of
the Americas Loan") was originated by the CSFB Mortgage Loan Seller on April 5,
2000. The 1211 Avenue of the Americas Loan is evidenced by a note (the "1211
Avenue of the Americas Trust Fund Note") which is secured by a first priority
lien encumbering the fee interests in an office building and related property
located at 1211 Avenue of the Americas in New York, New York (the "1211 Avenue
of the Americas Property"). The 1211 Avenue of the Americas Property also
secures another note (the "1211 Avenue of the Americas Other Note") that was
originated at the same time as the 1211 Avenue of the Americas Loan. The 1211
Avenue of the Americas Other Note will not be property of the trust fund and is
divided into five components, four of which (the "1211 Avenue of the Americas
Subordinate Components") are subordinate to the 1211 Avenue of the Americas
Trust Fund Note and one of which (the "1211 Avenue of the Americas A Component"
) ranks pari passu with the 1211 Avenue of the Americas Trust Fund Note. The
1211 Avenue of the Americas A Component has a principal balance of $141,300,000
as of the Cut-off Date and the 1211 Avenue of the Americas Subordinate
Components have an aggregate principal balance of $158,700,000 as of the Cut-Off
Date.

         The Borrower. The 1211 Avenue of the Americas Loan was made to JT 1211,
L.P. (the "1211 Avenue of the Americas Borrower"), a Georgia limited
partnership.

         Certain additional information on the 1211 Avenue of the Americas Loan
and the 1211 Avenue of the Americas Property is set forth on Annex A hereto.

         The Property. 1211 Avenue of the Americas Property is a Class A
44-story office building located in midtown Manhattan containing approximately
1,839,384 rentable square feet, which is comprised of approximately 1,801,495
square feet of office space and approximately 37,889 square feet of retail and
other non-office space. The 1211 Avenue of the Americas Property was built in
1973 in midtown Manhattan as the headquarters of Celanese A.G., a multinational
chemical company, and was purchased on April 5, 2000 by the borrower for a
purchase price of approximately $558.3 million.

         As part of the Rockefeller Center complex, the 1211 Avenue of the
Americas Property is an internationally recognized address for major
corporations, including The Chase Manhattan Bank ("Chase"), News America
Incorporated ("News America"), CIT Group, Inc. and Westdeutsche Landesbank
Girozentrale. As of April 1, 2000, the 1211 Avenue of the Americas Property was
approximately 99.5% leased by 30 tenants, with approximately 78.3% of the net
rentable square feet and 78.2% of annualized base rent of the 1211 Avenue of the
Americas Property leased by tenants who maintain an investment grade rating from
Moody's Investor Services and S&P. The largest tenant in the building, News
Corp., leases 35.5% of the net rentable square feet at the 1211 Avenue of the
Americas Property and contributes 26.5% of annualized base rent. The second
largest tenant in the building, Chase, leases 25.6% of the net rentable square
feet at the 1211 Avenue of the Americas Property and contributes 27.4% of
annualized base rent.

         Property Management. The 1211 Avenue of the Americas Property is
managed by Rockefeller Group Development Corporation pursuant to a management
agreement. The management agreement generally provides for a management fee of
0.5% of gross revenues, which are subordinated to payments under the 1211 Avenue
of the Americas Loan.

         Additional Indebtedness. The 1211 Avenue of the Americas Other Note is
secured by the 1211 Avenue of the Americas Property and the 1211 Avenue of the
Americas A Component ranks pari passu with the 1211 Avenue of the Americas Trust
Fund Note. See "--The Loan" above. An intercreditor agreement between the holder
of the 1211 Avenue of the Americas Trust Fund Note and the holder of the 1211
Avenue of the Americas Other Note sets


                                      S-55
<PAGE>

forth the rights of each note holder. The intercreditor agreement provides that
the 1211 Avenue of the Americas Trust Fund Note will be primarily serviced or
special serviced by the servicer or special servicer, if applicable, of the
2000-1211 Securitization. The trust fund will not be permitted to terminate the
2000-1211 Securitization servicer or special servicer (provided that it may
exercise certain voting rights allocated to it). Pursuant to the intercreditor
agreement and the trust and servicing agreement, all rights of the mortgagee
under the 1211 Avenue of the Americas Trust Fund Note and the 1211 Avenue of the
Americas Other Note will be exercised by the servicer, or special servicer, of
the 2000-1211 Securitization, on behalf of the trust fund.

         The trust and servicing agreement for the 2000-1211 Securitization
provides that expenses, losses and shortfalls will be allocated first to the
1211 Avenue of the Americas Subordinate Components, prior to any such expenses,
losses and shortfalls being allocable pro rata to the 1211 Avenue of the
Americas A Component and the 1211 Avenue of the Americas Trust Fund Note. The
1211 Avenue of the Americas Subordinate Components total $158,700,000.




                                      S-56
<PAGE>
--------------------------------------------------------------------------------
                   IPC RETAIL PORTFOLIO/NORMANDIE VILLAGE LOAN
--------------------------------------------------------------------------------

================================================================================
                                Loan Information
================================================================================
PRINCIPAL BALANCE(1):       ORIGINAL          CUT-OFF DATE
                        ----------------      -------------
                           $49,081,603         $48,165,130

ORIGINATION DATE:       May 19, 1998 and September 1, 1998

INTEREST RATE:          IPC Retail:                    7.25%
                        Normandie Village Note A:      6.66%
                        Normandie Village Note B:      6.66%

AMORTIZATION:           IPC Retail:               360 months
                        Normandie Village Note A: 357 months
                        Normandie Village Note B: 357 months

ARD:                    June 11, 2008

ARD BALANCE:            $43,023,558

HYPERAMORTIZATION:      After the ARD, the interest rate
                        increases by 2.00% to 9.25%  and 8.66%
                        and all excess cash flow is used to
                        reduce the outstanding principal
                        balances; the additional 2% interest
                        is deferred until the principal
                        balance is zero

MATURITY DATE:          June 11, 2028

BORROWER (SPECIAL       IPC Retail Properties, LLC, and
PURPOSE ENTITY):        Normandie Village Associates, L.P.,
                        managing member of a managing member
                        of each of which is a special purpose
                        entity, the board of which contains an
                        independent director; non-consolidation
                        opinions were obtained in connection
                        with origination


CALL PROTECTION:        Two-year prepayment lockout from the
                        date of securitization with U.S.
                        Treasury defeasance thereafter until
                        six months prior to the ARD

CUT-OFF DATE
LOAN PER SQUARE FOOT:   $63

UP-FRONT RESERVES(1)::  CapEx(4):           $687,130

ONGOING RESERVES(1):    CapEx(2):                           Yes
                        TI & LC(2):                         Yes
                        Real Estate Taxes &
                        Insurance Reserve(3):               Yes

LOCKBOX:                Hard

PARTIAL DEFEASANCE:     Yes; Release Price of 125% of Property
                        Release Amount

MEZZANINE:              No

================================================================================
                              Property Information
================================================================================

SINGLE ASSET/PORTFOLIO: Portfolio of 5 Assets

PROPERTY TYPE:          Retail

LOCATION:               Walpole, MA/Louisville, KY/Wichita, KS

PROPERTY                YEAR BUILT/RENOVATED    OCCUPANCY(5)
--------                --------------------    ------------
Walpole Mall                 1972/1998              97.0%
Comotara                        1998               100.0%
Brittany                        1984                89.0%
Hurstbourne Forum            1986/1998              88.0%
Normandie Village            1968/1998              96.0%

THE COLLATERAL:         Five retail properties

FEE OR LEASEHOLD:       Fee

WALPOLE MALL                                    LEASE
MAJOR TENANTS               NRSF    % OF NRA  EXPIRATION
-------------             -------   --------  ----------
Bradlees                  102,445    36.3%     10/30/04
Office Max                 28,427    10.1%     1/31/10
Barnes & Noble             27,831     9.9%     9/30/13



COMOTARA                                        LEASE
MAJOR TENANTS               NRSF   % OF NRA   EXPIRATION
-------------              ------  --------   ----------
Olive Tree                 20,000    36.0%     7/31/06
Prairie View                7,615    13.7%     12/31/01
Old English Pine            6,253    11.3%     3/31/01

BRITTANY                                        LEASE
MAJOR TENANTS               NRSF   % OF NRA   EXPIRATION
-------------             -------  --------   ----------
Hobby Lobby                40,218    19.9%     10/31/03
American Drug              25,535    12.6%     5/25/05
Triathlon Broadcasting     13,920     6.9%      3/5/05

HURSTBOURNE FORUM                               LEASE
MAJOR TENANTS               NRSF   % OF NRA   EXPIRATION
-------------             -------  --------   ----------
Cherry House               27,776    20.4%     1/31/08
Contemporary Galleries     18,917    13.9%     4/30/05
Jos. A Banks                8,084     5.9%     1/31/04

NORMANDIE VILLAGE                               LEASE
MAJOR TENANTS               NRSF   % OF NRA   EXPIRATION
-------------             -------  --------   ----------
Star Lumber                27,104    29.7%     2/28/08
Gessler Drug               10,778    11.8%     6/30/03
Whole Foods                 4,230     4.6%     11/30/04

SQUARE FOOTAGE(1):      766,467

PROPERTY MANAGEMENT:    Self Managed

1999 NET OPERATING
INCOME(1):              $6,416,893

UNDERWRITTEN NET CASH
FLOW(1):                $5,324,330

APPRAISED VALUE(1):     $64,600,000

CUT-OFF DATE LTV(1):    74.6%

ARD LTV(1):             66.6%

DSCR(1):                1.33

================================================================================
================================================================================


                                      S-57
<PAGE>

(1) For the IPC Retail Portfolio/Normandie Village Properties in the aggregate.

(2)  The IPC Retail Portfolio/Normandie Borrower is required to escrow $25,484
     on a monthly basis ($0.40/SF annually) into a tenant improvement and
     leasing commission reserve and $10,223 on a monthly basis ($0.16/SF
     annually) into a CapEx reserve (an additional amount up to $6,738 per month
     is required to be deposited from any excess cashflow (net of debt service
     and other required reserves) into an additional CapEx reserve).

(3)  The IPC Retail Portfolio/Normandie Village Borrower is required to make
     monthly payments into a tax and insurance escrow fund in an amount
     sufficient to accumulate funds needed to pay (i) all taxes prior to their
     respective due dates and (ii) insurance premiums prior to the expiration
     thereof pay all taxes and insurance premiums 30 days before they become
     due.

(4)  To be applied to fund renovations at the Hurstbourne Forum Property, as
     approved by the Lender.

(5)  Occupancy is based on the February 1, 2000 rent roll.

     THE IPC RETAIL PORTFOLIO/NORMANDIE VILLAGE LOAN

         The Loan. The third largest loan concentration in the Trust Fund (the
"IPC Retail Portfolio/Normandie Village Loan") consists of two loans that were
originated by the CSFB Mortgage Loan Seller on May 19, 1998 and September 1,
1998. The IPC Retail Portfolio/Normandie Village Loan consists of two loans: a
loan to IPC Retail Properties LLC, in the original principal amount of
$43,227,427 (the "IPC Retail Portfolio Loan"); and a loan to Normandie Villages
Associates, L.P., and IPC Retail Properties LLC in the original principal amount
of $5,854,176 (the "Normandie Village Loan"). The Normandie Village Loan is
evidenced by two notes: a $3,854,176 promissory note ("Normandie Village Note
A"); and a $2,000,000 promissory note ("Normandie Village Note B"). The IPC
Retail Portfolio/Normandie Village Loan is secured by first mortgages
encumbering five shopping centers located in Kansas, Kentucky and Massachusetts
(collectively, the "IPC Retail Portfolio/Normandie Village Properties"). Both
Normandie Village Note A and Normandie Village Note B are secured by a first
mortgage on the Normandie Village property. Normandie Village Note A is also
secured by the mortgages on the four other IPC Retail Portfolio Properties.
Normandie Village Note B is not cross-collateralized by the IPC Retail Portfolio
properties. Normandie Village Associates, L.P. has guaranteed the IPC Retail
Portfolio Loan and has given a second mortgage to secure the guaranty. As a
result, the IPC Retail Portfolio Loan and the Normandie Village Loan, other than
the portion evidenced by the Normandie Village Note B, are cross-collateralized
and cross-defaulted. The IPC Retail Portfolio Loan has a principal balance as of
the Cut-off Date of $42,422,785, Normandie Village Note A has a principal
balance as of the Cut-off Date of $3,780,577 and Normandie Village Note B has a
principal balance as of the Cut-off Date of $1,961,808.

         The Borrower. The IPC Retail Portfolio Loan and the Normandie Village
Loan were made to IPC Retail Properties LLC, a Delaware limited liability
company, and Normandie Village Associates, L.P., a Kansas limited partnership,
respectively (collectively referred to as the "IPC Retail Portfolio/Normandie
Borrower"). The principal of the IPC Retail Portfolio/Normandie Borrower is Paul
Reichmann, formerly a principal of Olympia & York Developments Ltd. ("Olympia &
York"). Olympia & York developed real estate projects in Toronto, Canada; the
United States; Mexico City, Mexico; and London, England; including 40 office
towers and the World Financial Center in New York City, Canary Wharf in London
and 1st Canadian Place in Toronto. In 1992, Olympia & York became subject to a
bankruptcy proceeding.

         Certain additional information on the IPC Retail Portfolio/Normandie
Village Loan is set forth on Annex A hereto.

         The Properties. The IPC Retail Portfolio/Normandie Village Properties
consist of five shopping centers. The Walpole Mall consists of a single-level
enclosed shopping center located in Walpole, Massachusetts, which was
constructed in 1972 and renovated in 1998, and has a net rentable area of
approximately 281,999 square feet. The Comotara Retail Center consists of three
single-level buildings located in Wichita, Kansas, which were constructed in
1988, and have a net rentable area of approximately 55,488 square feet. The
Brittany Shopping Center consists of three single-level buildings located in
Wichita, Kansas, which were constructed in 1984, and have a net rentable area of
approximately 201,754 square feet. The Hurstbourne Forum Shopping Center
consists of a single-level enclosed shopping center located in Louisville,
Kentucky, which was constructed in 1986, and has a net rentable area of

                                      S-58
<PAGE>

approximately 135,920 square feet. The Normandie Village Shopping Center
consists of three one- and two-story unenclosed retail properties located in
Wichita, Kansas, which were constructed between 1960 and 1968 and were renovated
in 1997 and 1998, and have a net rentable area of approximately 91,306 square
feet.

         Property Management. The IPC Retail Portfolio and Normandie Property is
managed by IPC (U.S.) Management, Inc. (the "IPC Retail Portfolio/Normandie
Village Manager"), an affiliate of the IPC Retail Portfolio Borrower, pursuant
to a management agreement (the "IPC Retail Portfolio/Normandie Management
Agreement") which provides for a management fee of 4% of gross revenues, which
is subordinated to payments under the IPC Retail Portfolio/Normandie Village
Loan. The IPC Retail Portfolio/Normandie Villager Manager may be terminated: (i)
upon the occurrence of any default under the IPC Retail Portfolio/Normandie
Village Loan; (ii) in the event the DSCR for the IPC Retail Portfolio/Normandie
Village Loan shall be less than 1.05; or (iii) upon the occurrence of any
default under the IPC Retail Portfolio/Normandie Village Management Agreement.


                                      S-59
<PAGE>

--------------------------------------------------------------------------------
                      HASTINGS VILLAGE SHOPPING CENTER LOAN
--------------------------------------------------------------------------------

================================================================================
                                Loan Information
================================================================================
PRINCIPAL BALANCE(1):       ORIGINAL          CUT-OFF DATE
                        ----------------      -------------
                           $44,000,000         $44,000,000

ORIGINATION DATE:       March 31, 2000

INTEREST RATE:          8.13%

AMORTIZATION:           360 months

ARD:                    April 11, 2010

ARD BALANCE:            $40,110,523

HYPERAMORTIZATION:      After the ARD, the interest rate
                        increases by 2.00% to 10.13% and all
                        excess cash flow is used to reduce the
                        outstanding principal balance; the
                        additional 2% interest is deferred
                        until the principal balance is zero

MATURITY DATE:          April 11, 2031

BORROWER (SPECIAL
PURPOSE ENTITY):        Hastings Village Investment Company
                        L.P., general partner of which  is a
                        special purpose entity, the board of
                        which contains an independent
                        director; a non-consolidation opinion
                        was obtained in connection with the
                        origination

CALL PROTECTION:        Two-year prepayment lockout from the
                        date of securitization with U.S.
                        Treasury defeasance thereafter until
                        three months prior to the ARD

CUT-OFF DATE
LOAN PER SQUARE FOOT:   $142

UP-FRONT RESERVES:      CapEx:                        $33,125

ONGOING RESERVES:       CapEx(2):                         Yes
                        TI & LC(2):                       Yes
                        Real Estate Taxes
                        & Insurance
                        Reserve(1):                       Yes
                        Ground Lease:                     Yes

LOCKBOX:                Hard

MEZZANINE:              No

================================================================================
                              Property Information
================================================================================

SINGLE ASSET/PORTFOLIO: Single Asset

PROPERTY TYPE:          Retail

LOCATION:               Pasadena, CA

YEAR BUILT/RENOVATED:   1998

OCCUPANCY(3):           98%

THE COLLATERAL:         16-building anchored retail center

FEE OR LEASEHOLD:       Fee and Leasehold

                                              LEASE
MAJOR TENANTS           NRSF      % OF NRA  EXPIRATION
-------------           ----      --------  ----------
Best Buy                46,525     15.0%     9/30/13
Sears Homelife          42,625      13.8     12/3/09
Chick's Sporting Goods  42,576      13.8     11/5/18

SQUARE FOOTAGE:         309,486

PROPERTY MANAGEMENT:    Self Managed

1999 NET OPERATING
INCOME:                 $3,979,493

UNDERWRITTEN NET CASH
FLOW:                   $4,741,440

APPRAISED VALUE:        $56,000,000

CUT-OFF DATE LTV:       78.6%

ARD LTV:                71.6%

DSCR:                   1.21

================================================================================
================================================================================

(1)  The Hastings Village Shopping Center Borrower is required to make monthly
     payments into a tax and insurance escrow fund in an amount sufficient to
     accumulate funds needed to pay (i) all taxes prior to their respective due
     date and (ii) insurance premiums prior to the expiration thereof.

 (2) The Hastings Village Shopping Center Borrower is required to escrow
     $5,603.50 on a monthly basis ($0.22/SF annually) into a tenant improvement
     and leasing commission reserve, $3,862.50 on a monthly basis ($0.15/SF
     annually) into a CapEx reserve and $4,560.00 on a monthly basis into a
     Ground Lease Escrow Fund.

(3)  Occupancy is based on the March 1, 2000 rent roll.


                                      S-60
<PAGE>

     THE HASTINGS VILLAGE SHOPPING CENTER LOAN

         The Loan. The fourth largest loan concentration (the "Hastings Village
Shopping Center Loan") was originated by the CSFB Mortgage Loan Seller on March
31, 2000. The Hastings Village Shopping Center Loan is secured by a first
priority lien encumbering a fee and leasehold interest in certain land located
in Pasadena, California (the "Hastings Village Shopping Center Property").

         The Borrower. The Hastings Village Shopping Center Loan was made to
Hastings Village Investment Company, L.P. (the "Hastings Village Shopping Center
Borrower"), a California limited partnership. The principals of the Hastings
Village Shopping Center Borrower are Jacob Wintner and Ira Smedra (collectively,
the "Hastings Village Shopping Center Principal"). The Hastings Village Shopping
Center Principal and its affiliates have developed over 25 retail, multifamily
and office properties in and around the city of Los Angeles, California.

         Certain additional information regarding the Hastings Village Shopping
Center Loan and the Hastings Village Shopping Center Property is set forth on
Annex A hereto.

         The Property. The Hastings Village Shopping Center Property consists of
16 one-story buildings located at 3333-3699 East Foothill Boulevard in Pasadena,
California. The shopping center, which was constructed in 1998 has a net
rentable area of approximately 309,486 square feet.

         Property Management. The Hastings Village Shopping Center Property is
managed by The Arba Group, Inc., a California corporation (the "Hastings Village
Shopping Center Manager"), an affiliate of the Hastings Village Shopping Center
Borrower, pursuant to a management agreement. The management agreement generally
provides for the payment to the Hastings Village Shopping Center Manager of
management fees of 3.5% of gross revenues. The Hastings Village Shopping Center
Manager may be terminated (i) upon an event of default under the Hastings
Village Shopping Center Loan, (ii) if the DSCR for the Hastings Village Shopping
Center Loan falls below 1.05 computed once every quarter on a trailing 12 month
basis, or (iii) in the event of a default by the Hastings Village Shopping
Center Manager under the management agreement.


                                      S-61

<PAGE>

--------------------------------------------------------------------------------
                      CRYSTAL PAVILION/PETRY BUILDING LOAN
--------------------------------------------------------------------------------

================================================================================
                                Loan Information
================================================================================
PRINCIPAL BALANCE(1):       ORIGINAL          CUT-OFF DATE
                        ----------------      -------------
                           $40,000,000         $39,892,258

ORIGINATION DATE:       June 15, 1998

INTEREST RATE:          7.325%

AMORTIZATION:           348 months

ARD:                    July 15, 2008

ARD BALANCE(1):         $35,256,327

HYPERAMORTIZATION:      After the ARD, the interest rate
                        increases by 2.00% to 9.325% and a pro
                        rata portion of all excess cash flow
                        is used to reduce the outstanding
                        principal balance; the additional 2%
                        interest is deferred until the
                        principal balance is zero

MATURITY DATE:          July 11, 2028

BORROWER (SPECIAL
PURPOSE ENTITY):        Madison Third Building Companies LLC,
                        the managing member of which is a special
                        purpose entity, the board of which contains
                        an independent director; a non-consolidation
                        opinion was obtained in connection with
                        origination

CALL PROTECTION:        Two-year prepayment lockout from the
                        date of securitization with U.S.
                        Treasury defeasance thereafter until
                        two months prior to the ARD

CUT-OFF DATE
LOAN PER SQUARE FOOT:   $137(6)

UP-FRONT RESERVES(6):   CapEx:                         $135,063
                        Environmental:                   $7,500

ONGOING RESERVES(6):    CapEx(3):                         Yes
                        TI & LC(3):                       Yes
                        Real Estate Taxes
                        & Insurance
                        Reserve(4):                       Yes

LOCKBOX:                Hard

PARTIAL DEFEASANCE:     Yes; Release Price of 125% of Property
                        Release Amount

MEZZANINE:              Yes

================================================================================
                              Property Information
================================================================================

SINGLE ASSET/PORTFOLIO: Portfolio of 2 Assets

PROPERTY TYPE:          Office

LOCATION:               New York, NY

YEAR BUILT/RENOVATED:   Crystal Pavilion   1983/1995
                        Petry Building     1959/1986

OCCUPANCY(5):           Crystal Pavilion   99%
                        Petry Building     96%

THE COLLATERAL:         Two office buildings

FEE OR LEASEHOLD:       Fee

CRYSTAL PAVILION:                             LEASE
MAJOR TENANTS             NRSF    % OF NRA  EXPIRATION
-------------             ----    --------  ----------
Bozell Inc.             235,021    39.6%     6/30/07
Baker & MacKenzie        77,701    13.0%     6/30/08
Andrews & Kurth, LLP     23,500     4.0%     7/31/03

PETRY BUILDING:                               LEASE
MAJOR TENANTS             NRSF    % OF NRA  EXPIRATION
-------------             ----    --------  ----------
Petry T.V.               88,011     31.1%    12/31/15
The Gap Inc.             65,896     23.3%    12/31/06
Square Alphen            61,200     21.6%    6/30/08

SQUARE FOOTAGE(6):      876,625

PROPERTY MANAGEMENT:    Self Managed

1999 NET OPERATING
INCOME(6):              $16,139,617

UNDERWRITTEN NET CASH
FLOW(6):                $15,079,621

APPRAISED VALUE(6):     $218,000,000

CUT-OFF DATE LTV(6):    54.9%

ARD LTV(6)(7):          49%

DSCR(6)(7):             1.48

================================================================================
================================================================================

(1) For the Crystal Pavilion/Petry Building Note A only.

(2)  Existing notes in the aggregate original principal amount of $120,000,000
     were consolidated on June 2, 1998. The consolidated note was split into the
     Crystal Pavilion/Petry Building Note A, Crystal Pavilion/Petry Building
     Note B Crystal Pavilion/Petry Building Note C and Crystal Pavilion/Petry
     Building Note D as of April 11, 2000.


                                      S-62
<PAGE>

(3)  The Crystal Pavilion/Petry Building Borrower is required to escrow
     $193,741.09 on a monthly basis ($2.65/SF annually) into a tenant
     improvement and leasing commission reserve and $14,587.27 on a monthly
     basis ($0.20/SF annually) into a CapEx reserve.

(4)  The Crystal Pavilion/Petry Building Borrower is required to make monthly
     payments into a tax and insurance escrow fund in an amount sufficient to
     accumulate funds needed to pay (i) all taxes prior to their respective due
     dates and (ii) insurance premiums prior to the expiration thereof.

(5)  Occupancy is based on the May 1,  2000 rent roll.

(6)  Aggregate of Crystal Pavilion and Petry Building.

(7)  Calculated based on the entire Crystal Pavilion/Petry Building Whole Loan.

     THE CRYSTAL PAVILION/PETRY BUILDING LOAN

         The Loan. The fifth largest loan concentration (the "Crystal
Pavilion/Petry Building Loan") was originated by the CSFB Mortgage Loan Seller
on June 15, 1998. The Crystal Pavilion/Petry Building Loan is evidenced by a
note (the "Crystal Pavilion/Petry Building Note A"), which is one of four notes
issued by the Crystal Pavilion/Petry Building Borrower and secured by the
Crystal Pavilion/Petry Building Properties. The other notes (the "Crystal
Pavilion/Petry Building Other Notes") are not included in the Trust Fund and
will initially be retained by the CSFB Mortgage Loan Seller or an affiliate. The
Crystal Pavilion/Petry Building Note A and the Crystal Pavilion/Petry Building
Other Notes are collectively referred to herein as the "Crystal Pavilion/Petry
Building Whole Loan." The Crystal Pavilion/Petry Building Other Notes have an
aggregate principal balance as of the Cut-off Date of $79,784,516.

         All amounts received in respect to the Crystal Pavilion/Petry Building
Whole Loan will be paid pro rata to the holders of the Crystal Pavilion/Petry
Building Note A and the Crystal Pavilion/Petry Building Other Notes. The Crystal
Pavilion/Petry Building Whole Loan will be serviced by the Pool I Servicer in
accordance with the provisions of the Pooling and Servicing Agreement.

         The Crystal Pavilion/Petry Building Whole Loan is secured by a first
priority lien encumbering two office buildings located in New York, New York
(the "Crystal Pavilion/Petry Building Property").

         The Borrower. The Crystal Pavilion/Petry Building Loan was made to
Madison Third Building Companies LLC (the "Crystal Pavilion/Petry Building
Borrower"), a New York limited liability company. The principals of the Crystal
Pavilion/Petry Building Borrower are Charles Stephen Cohen and Sherman Cohen
(collectively, the "Crystal Pavilion/Petry Building Principals"). The Crystal
Pavilion/Petry Building Principals are also the principals of Cohen Brothers
Real Estate, a large office developer and owner in New York City.

         Certain additional information regarding the Crystal Pavilion/Petry
Building Loan and the Crystal Pavilion/Petry Building Property is set forth on
Annex A hereto.

         The Property. The Crystal Pavilion/Petry Building Property consists of
two office buildings, a 31-story office building located at 805 Third Avenue,
New York, New York which was constructed in 1983 and renovated in 1995 (the
"Crystal Pavilion") and a 19-story office building located at 3 East 54th
Street, New York, New York, which was constructed in 1959 and renovated in 1986
(the "Petry Building"). The Crystal Pavilion has a net rentable area of
approximately 593,292 square feet of office space. In addition the Crystal
Pavilion has approximately 33,350 square feet of retail space. The Petry
Building has a net rentable area of approximately 283,333 square feet of office
space. In addition, it has approximately 15,273 square feet of retail space.

         Property Management. The Crystal Pavilion/Petry Building Property is
managed by Cohen Brothers Realty Corporation (the "Crystal Pavilion/Petry
Building Manager") pursuant to a management agreement. The management agreement
provides for the payment to the Crystal Pavilion/Petry Building Manager of
management fees of 4.0% of gross revenues, which are subordinated to payments
under the Crystal Pavilion/Petry Building Loan.

         Mezzanine Loan and Preferred Equity Interest. Madison Third Building
Companies Mezz LLC is the borrower under a loan with an aggregate principal
balance as of the Cut-off Date of $50,000,000 (the "Crystal Pavilion/Petry
Building Mezzanine Loan"), made by Capital Trust (the "Crystal Pavilion/Petry
Building Mezzanine Lender"). As of the Cut-off Date, the aggregate LTV of the
Crystal Pavilion/Petry Building Whole Loan and the


                                      S-63
<PAGE>

Crystal Pavilion/Petry Building Mezzanine Loan was 78%. The Crystal
Pavilion/Petry Building Mezzanine Lender has agreed not to transfer its interest
in the Crystal Pavilion/Petry Building Mezzanine Loan to any entity other than
certain permitted institutional transferees unless each Rating Agency confirms
that such transfer would not cause a withdrawal, qualification or downgrade of
its then current ratings on the Certificates.

         The Crystal Pavilion/Petry Building Mezzanine Lender owns a preferred
equity interest (as such holder, the "Crystal Pavilion/Petry Building Special
Limited Partner") in the Crystal Pavilion/Petry Building Borrower having an
initial equity investment in the amount of $1,000 (the "Crystal Pavilion/Petry
Building Preferred Equity Interest"). The Crystal Pavilion/Petry Building
Special Limited Partner has agreed not to transfer the Crystal Pavilion/Petry
Building Preferred Equity Interest to any entity other than certain permitted
institutional transferees unless each Rating Agency confirms that such transfer
would not cause a withdrawal, qualification or downgrade of its then current
ratings on the Certificates.

         The Crystal Pavilion/Petry Building Mezzanine Loan and the Crystal
Pavilion/Petry Building Preferred Equity Interest require monthly payments of
interest and yield, respectively, plus principal and capital payments,
respectively, sufficient to amortize the Crystal Pavilion/Petry Building
Mezzanine Loan and the Crystal Pavilion/Petry Building Preferred Equity Interest
over a term of 28 years, however, the Crystal Pavilion/Petry Building Mezzanine
Loan and the Crystal Pavilion/Petry Building Preferred Equity Interest mature in
July 2009.

         Additional Indebtedness. The Crystal Pavilion/Petry Building Other
Notes are secured by the Crystal Pavilion/Petry Building Properties and rank
pari passu with the Crystal Pavilion/Petry Building Note A. See "--The Loan"
above. The Trustee will be party to an intercreditor agreement with the holder
of the Crystal Pavilion/Petry Building Other Notes in which the Trustee will be
named as lead lender. Pursuant to such intercreditor agreement, the CapMark
Services, L.P., as Servicer will make all servicing decisions with respect to
the Crystal Pavilion/Petry Building Loan and the Lennar Partners, Inc., as
Special Servicer, will specially service the Crystal Pavilion/Petry Building in
the event it becomes a Specially Serviced Mortgage Loan, in each case with a
view toward maximizing recovery to the holders of the Crystal Pavilion/Petry
Building Notes as a collective whole.


                                      S-64
<PAGE>

--------------------------------------------------------------------------------
                                  L'ENFANT LOAN
--------------------------------------------------------------------------------
================================================================================
                                Loan Information
================================================================================
PRINCIPAL BALANCE:          ORIGINAL          CUT-OFF DATE
                        ----------------      -------------
                           $37,500,000         $36,969,933

ORIGINATION DATE:       September 18, 1998

INTEREST RATE:          7.64%

AMORTIZATION:           360 months

ARD:                    October 11, 2008

ARD BALANCE(1):         $33,249,718

HYPERAMORTIZATION:      After the ARD, the interest rate
                        increases by 2.00% to 9.64% and a pro
                        rata portion of all excess cash flow
                        is used to reduce the outstanding
                        principal balance; the additional 2%
                        interest is deferred until the
                        principal balance is zero

MATURITY DATE:          October 11, 2028

BORROWER (SPECIAL
PURPOSE ENTITY):        Potomac Creek Associates, L.P.,
                        general partner of which is a single
                        purpose, bankruptcy remote entity, the
                        board of which contains an independent
                        director; a non-consolidation opinion
                        was obtained in connection with
                        origination

CALL PROTECTION:        Two-year prepayment lockout from the
                        date of securitization with U.S.
                        Treasury defeasance thereafter until
                        two months prior to the ARD

CUT-OFF DATE
LOAN PER UNIT(8):       $133 on Office Component
                        $83,660 Per Room on Hotel Component

UP-FRONT RESERVES(8):   CapEx:                      $10,000,000
                        Large Lease Escrow Fund:     $8,000,000
                        Small Lease Escrow Fund:     $2,000,000

ONGOING RESERVES(8):    CapEx(2):                           Yes
                        Real Estate Taxes &
                        Insurance Reserve(3):               Yes
                        Monthly Large Lease
                        Escrow Fund (per
                        annum)(4):                          Yes
                        Monthly Small Lease
                        Escrow Fund (per
                        annum)(5):                          Yes

LOCKBOX:                Hard

MEZZANINE LOAN AND
PREFERRED EQUITY
INTEREST:               Yes

PARTIAL DEFEASANCE:     Yes (Release price of 125% of Property
                        Release Amount).

================================================================================
                              Property Information
================================================================================
SINGLE ASSET/PORTFOLIO: Portfolio of 3 Assets

PROPERTY TYPE:          Mixed Use

LOCATION:               Washington, DC

YEAR BUILT/RENOVATED:   L'Enfant--North Building      1968/1990
                        L'Enfant--East Building       1972/1990
                        L'Enfant--Center Building     1972/1990

OCCUPANCY(6):           Office Component & Retail    93%
                        Hotel Component              77%

THE COLLATERAL:         One office property (consisting of
                        three buildings) and one hotel

FEE OR LEASEHOLD:       Fee and
                        Leasehold(7)



                                              LEASE
MAJOR TENANTS (OFFICE)  NRSF      % OF NRA  EXPIRATION
----------------------  ----      --------  ----------
General Service
Administration          287,179    32.3%     06/30/01
Smithsonian             181,158    20.4%     04/30/03
U.S. Postal Service     139,270    15.7%     06/11/08

SQUARE FOOTAGE          889,438
(OFFICE):

NUMBER OF ROOMS
(HOTEL):                370

PROPERTY MANAGEMENT:    Sarakreek Management Partners LLC
                        (Office Portion)
                        Loews Hotel, Inc. (Hotel Portion)

1999 NET OPERATING
INCOME(8):              $20,289,597

UNDERWRITTEN NET CASH
FLOW(8):                $17,748,918

APPRAISED VALUE:        $22,608,434

CUT-OFF DATE LTV(8):    65.4%

ARD LTV(8):             58.9%

DSCR:                   1.37

================================================================================
================================================================================


                                      S-65
<PAGE>

(1)  For L'Enfant Note B-2 only.

(2)  The L'Enfant Borrower is also required, to the extent that the deposit
     balance falls below approximately $420,000, to make monthly deposits into
     the replacement escrow fund in an amount equal to the greater of (i)
     $34,953 per month, and (ii) the amount per month required for the
     maintenance and repair of the L'Enfant Property as determined by an
     engineering report reasonably satisfactory to the CSFB Mortgage Loan
     Seller. As of the Cut-off Date, $4,699,302 was on deposit in the capital
     expenditure reserve.

(3)  The L'Enfant Borrower is required to make monthly payments into a tax and
     insurance escrow fund in an amount sufficient to accumulate funds needed to
     pay (i) all taxes prior to their respective due dates and (ii) insurance
     premiums prior to the expiration thereof.

(4)  The L'Enfant Borrower is required to fund such account monthly in the
     amount of $83,333 until September 11, 2001.

(5)  The L'Enfant Borrower is required to fund such account monthly in the
     amount of $166,667 commencing on October 11, 2001.

(6)  Occupancy is based on the May 1, 2000 rent roll for the office component
     and on the L'Enfant Borrower's operating statement dated May 31, 2000 for
     the hotel component.

(7)  The L'Enfant Borrower has a lease with the District of Columbia
     Redevelopment Land Agency for the portion of space over and under a street
     that runs through the L'Enfant Property; such lease expires in 2064.

(8) Applies to L'Enfant Whole Loan.

     THE L'ENFANT LOAN

         The Loan. The sixth largest loan concentration (the "L'Enfant Loan") is
a mortgage note ("L'Enfant Note B-2"), which represents a portion of a mortgage
loan (the "L'Enfant Whole Loan"), which was originated by the CSFB Mortgage Loan
Seller on September 18, 1998. The L'Enfant Whole Loan, including L'Enfant Note
B-2, is secured by a first priority lien encumbering three buildings located in
L'Enfant Plaza in Washington, D.C. (the "L'Enfant Property"). The L'Enfant Whole
Loan consists of Note A ("L'Enfant Note A"), Note B-1 ("L'Enfant Note B-1") and
L'Enfant Note B-2 (the "L'Enfant Note B-2"). L'Enfant Note A has a principal
balance as of the Cut-off Date of $45,187,904, L'Enfant Note B-1 has a principal
balance as of the Cut-off Date of $36,969,833 and L'Enfant Note B-2 has a
principal balance as of the Cut-off Date of $36,969,933. Neither the L'Enfant
Note A nor the L'Enfant Note B-1 is included in the Trust Fund. The L'Enfant
Note B-1 and L'Enfant Note B-2 are subject to an intercreditor agreement (the
"L'Enfant Intercreditor Agreement") with the trustee of the CSFB 1998-C2
Securitization. All amounts received in respect to the L'Enfant Whole Loan will
be allocated between L'Enfant Note A, L'Enfant Note B-1 and L'Enfant Note B-2,
pro rata in accordance with the amounts due thereunder.

         The Borrower. The L'Enfant Whole Loan was made to Potomac Creek
Associates LP (the "L'Enfant Borrower"), a Delaware limited partnership. The
principal of the L'Enfant Borrower is Sarakreek Holdings N.V., a publicly traded
Netherlands corporation that holds interests in commercial real estate in the
United States.

         Certain additional information regarding the L'Enfant Note B-2 and the
L'Enfant Property is set forth on Annex A hereto.

         The Property. The L'Enfant Property consists of three buildings located
in Washington, D.C. The North Building is an 8-story building which contains
approximately 251,204 square feet of office space, 23,205 square feet of
commercial space consisting of two branch banks and a full service gas station
and 4,632 square feet of garage space. The East Building contains the 370 room
Loews L'Enfant Plaza Hotel as well as approximately 384,350 square feet of
office space, 40,482 square feet of retail space and 45,010 square feet of
storage space and a 343 space parking garage facility. The Center Building is
comprised of the Grand Plaza and four below grade levels, the first of which,
known as La Promenade, contains approximately 139,445 square feet of retail
space. Three additional below grade levels of parking which are linked to below
grade level parking located in the North Building contain a total of 1306
parking spaces.

         Property Management. The L'Enfant Property (excluding that portion of
the L'Enfant Property which is operated by the Hotel Manager (as defined below))
is managed by Sarakreek Management Partners LLC (the "L'Enfant Manager")
pursuant to a management agreement. The management agreement provides for the
payment


                                      S-66
<PAGE>

to the L'Enfant Manager of management fees of 4.25% of gross rents from
non-hotel space, which are subordinated to payments under the L'Enfant Whole
Loan, including the L'Enfant Note B-2. The L'Enfant Manager may be terminated
(i) upon an event of default under the L'Enfant Whole Loan or the L'Enfant
Mezzanine Loan (as defined below), (ii) if the DSCR for the L'Enfant Whole Loan
on a trailing twelve month basis falls below 1.05x for a 12 month period at any
time prior to and including October 11, 2001 or below 1.10x thereafter or (iii)
in the event of a default by the L'Enfant Manager under the management
agreement. In addition, the portion of the L'Enfant Property which is operated
as a hotel is operated by Loews Hotels, Inc. (the "Hotel Manager") pursuant to a
management agreement (the "Hotel Management Agreement"), which provides for a
management fee determined on a sliding scale based on gross operating profits.
The Hotel Manager may be terminated only upon an event of default under the
Hotel Management Agreement.

         Mezzanine Loan and Preferred Equity Interest. Potomac Creek Associates
LP II, the limited partner of the L'Enfant Borrower, a Delaware limited
partnership, is the borrower (the "L'Enfant Mezzanine Borrower") under a
mezzanine loan with an aggregate principal balance as of the Cut-off Date of
$2,500,000 (the "L'Enfant Mezzanine Loan"), made by the CSFB Mortgage Loan
Seller (in its capacity as mezzanine lender, the "L'Enfant Mezzanine Lender") on
September 18, 1998. The L'Enfant Mezzanine Loan is secured by, among other
things, a pledge of the limited partnership interests in the L'Enfant Borrower
and the stock of the general partner of the L'Enfant Borrower.

         The CSFB Mortgage Loan Seller owns a preferred equity interest (as such
holder, the "L'Enfant Special Limited Partner") in the L'Enfant Borrower having
an initial equity investment in the amount of $45,000,000 (the "L'Enfant
Preferred Equity Interest").

         The L'Enfant Mezzanine Lender and L'Enfant Special Limited Partner each
have certain approval rights over budgets and significant leases and can
terminate and replace the L'Enfant Manager upon the occurrence of certain
events. The rights of the L'Enfant Mezzanine Lender and the L'Enfant Special
Limited Partner relating to budgeting, management and leases will be exercised
through the L'Enfant Special Limited Partner, subject to the consent of the
servicer of the CSFB 1998-C2 Securitization to such exercise.

         The L'Enfant Mezzanine Lender has agreed not to transfer its interest
in the L'Enfant Mezzanine Loan to any entity other than certain permitted
institutional transferees unless each Rating Agency confirms that such transfer
would not cause a withdrawal, qualification or downgrade of its then current
ratings on the Certificates. Similarly, the L'Enfant Special Limited Partner has
agreed not to transfer the L'Enfant Preferred Equity Interest to any entity
other than certain permitted institutional transferees unless each Rating Agency
confirms that such transfer would not cause a withdrawal, qualification or
downgrade of its then current ratings on the Certificates.

         The CSFB Mortgage Loan Seller is currently in negotiations to sell the
L'Enfant Mezzanine Loan and Preferred Equity Interest. No assurance can be given
that such sale will occur.

         Litigation involving the L'Enfant Mortgage Loan. A portion of the
mortgaged property related to the L'Enfant Loan is the subject of a lawsuit, in
which an amended complaint, dated November 23, 1999, was filed in the Superior
Court of the District of Columbia. The lawsuit arises from negotiations that
took place between the borrower and the plaintiff regarding the possible sale of
the hotel portion of the L'Enfant Property to the plaintiff prior to the
origination of the L'Enfant Loan. The plaintiff asserts that the defendant
L'Enfant Borrower breached a contract to sell the hotel portion of the L'Enfant
Property to the plaintiff for $48.75 million. The hotel portion of the L'Enfant
Property has an allocated loan amount of $20,430,000. The plaintiff is seeking
specific performance and unspecified damages and in the alternative compensatory
damages based on the value of the hotel minus the $48.75 million purchase price.
The L'Enfant Borrower's motion to dismiss the lawsuit was denied on May 25, 2000
(see Stanford Hotels Corp. vs. Potomac Creek Associates, L.P., Civil Action No.
99ca001413-RP, Super.Ct. D.C.) The L'Enfant Borrower believes that it will
prevail in the lawsuit, however, there can be no assurance that the case will
not ultimately be resolved against the L'Enfant Borrower. The L'Enfant Loan
documents permit the release of the hotel portion of the L'Enfant Property
following the defeasance of 125% of the allocated loan amount thereof, upon
satisfaction of certain conditions (including obtaining the consent of the
L'Enfant Mezzanine Lender, which consent is required to be given if the L'Enfant
Mezzanine Borrower prepays $27,337,500 of the L'Enfant Mezzanine Loan and
L'Enfant Preferred Equity Interest). If specific performance is granted as
relief to the plaintiff, it is likely that either a partial defeasance (possibly
on terms that do not meet the requirements of the L'Enfant loan documents or the
L'Enfant Mezzanine Loan documents) or a partial prepayment of the L'Enfant Loan
would result. Any such prepayment could have an adverse effect on the yield to
investors purchasing Certificates at a premium. If damages


                                      S-67
<PAGE>

are granted to the plaintiff rather than specific performance, or if any
proceeds of a forced sale of the hotel portion of the L'Enfant Property to the
plaintiff are not sufficient to prepay or defease the allocated loan amount of
the hotel portion plus any damages awarded, there could be an impairment of the
L'Enfant Borrower's ability to make timely payments on the L'Enfant Loan. In
addition, the plaintiff has filed a notice of lis pendens against the property.
An adverse outcome of the litigation could also result in a default on the
L'Enfant Mezzanine Loan. Any settlement of the litigation would require the
consent of the holder of the L'Enfant Mezzanine Loan and the L'Enfant Preferred
Equity Interest.

         Potential Defaults under L'Enfant Mortgage Loan. The ultimate owner of
the entire interest in the L'Enfant Borrower is Sarakreek Holding NV
("Sarakreek"), which has guaranteed certain obligations of the L'Enfant Borrower
under the L'Enfant Loan. The Depositor has received notice that Sarakreek is in
default under a loan made to Sarakreek by Westbrook Partners L.P., a former
affiliate. If the resolution of such loan default causes Sarakreek to become
insolvent, a default would result under such guaranty which would also result in
a default under the L'Enfant Loan and the L'Enfant Mezzanine Loan.

         In addition, the Depositor has been informed that IBUS Holding BV, a
private company organized under the laws of the Netherlands, is pursuing a
takeover of control of Sarakreek through increased ownership and control of
Sarakreek's board of managers. If IBUS Holding BV obtains control of Sarakreek,
such change of control, unless consented to by the servicer of the Depositor's
1998-C2 Securitization (see "The Pooling and Servicing Agreement-Servicing of
the Mortgage Loans; Collection of Payments" herein), would result in a violation
of the change of control provisions of the L'Enfant Loan. Such a change of
control, unless consented to by the lender under the L'Enfant Mezzanine Loan,
could also result in a violation of similar provisions of the L'Enfant Mezzanine
Loan.


                                      S-68
<PAGE>


--------------------------------------------------------------------------------
                        THE CLAYPOOL EMBASSY SUITES LOAN
--------------------------------------------------------------------------------

================================================================================
                                Loan Information
================================================================================

PRINCIPAL BALANCE:          ORIGINAL          CUT-OFF DATE
                        ----------------      -------------
                           $30,000,000         $29,847,318

ORIGINATION DATE:       December 15, 1999

INTEREST RATE:          8.85%

AMORTIZATION:           300 months

ARD:                    January 1, 2010

ARD BALANCE:            $25,320,702

HYPERAMORTIZATION:      After the ARD, the interest rate
                        increases to the greater of 13.85% and
                        Treasury plus 5% and all excess cash
                        flow is used to reduce the outstanding
                        principal balance; the additional
                        interest is deferred until the
                        principal balance is zero

MATURITY DATE:          January 1, 2025

BORROWER (SPECIAL       Claypool Holdings, LLC, a single member LLC,
PURPOSE ENTITY):        the board of managers of which contains two independent
                        directors; a non-consolidation opinion was obtained in
                        connection with origination

CALL PROTECTION:        Two-year prepayment lockout from the
                        date of securitization with U.S.
                        Treasury defeasance thereafter until
                        three months prior to the ARD

CUT-OFF DATE
LOAN PER ROOM:          $82,909

UP-FRONT RESERVES:      Real Estate Tax:               $272,595

ONGOING RESERVES:       CapEx(1):                           Yes
                        TI & LC(1):                         Yes
                        Real Estate Tax(2):                 Yes
                        FF&E(3):                             No

LOCKBOX:                Springing

MEZZANINE:              No

================================================================================
                              Property Information
================================================================================


SINGLE ASSET/PORTFOLIO: Single Asset

PROPERTY TYPE:          Hotel

LOCATION:               Indianapolis, IN

YEAR BUILT/RENOVATED:   1983/1995

OCCUPANCY(4):           71.3%

THE COLLATERAL:         One hotel with three floors of office
                        and retail space

FEE OR LEASEHOLD:       Fee

SQUARE FOOTAGE:         391,423

NUMBER OF ROOMS:        360

PROPERTY MANAGEMENT:    Promus Hotels, Inc. (now Hilton Hotels
                        Corporation)
                        M.S. Management and Retail Associates
                        (Indiana), Inc. (for Ballroom and
                        Retail Space)

1999 NET OPERATING      $5,904,364
INCOME:

UNDERWRITTEN NET CASH   $4,730,075
FLOW:

APPRAISED VALUE:        $53,000,000

CUT-OFF DATE LTV:       56.3%

ARD LTV:                47.8%

DSCR:                   1.59

================================================================================
================================================================================

(1)  The Claypool Borrower is required to escrow $2,667 on a monthly basis
     ($0.41/SF annually) for retail and office space into a tenant improvement
     and leasing commission reserve and $1,000 on a monthly basis ($0.15/SF
     annually) for retail and office space into a CapEx reserve. The balance of
     the tenant improvement and leasing commission reserve is capped at
     $175,000.

(2)  The Claypool Borrower is required to make monthly payments into a real
     estate tax escrow fund in an amount sufficient to accumulate funds needed
     to pay all taxes prior to their respective due date.

(3)  The FF&E reserve fund requirement is waived so long as the Claypool
     Borrower maintains a similarly funded account with the hotel management
     company.


                                      S-69
<PAGE>

(4)  Occupancy is based on the Claypool Borrower's December 31, 1999 operating
     statement and reflects average hotel occupancy for the preceding twelve
     month period. According to a rent roll dated May 31, 2000, the
     retail/office space is 98.2% occupied.

     THE CLAYPOOL EMBASSY SUITES LOAN

         The Loan. The seventh largest loan concentration (the "Claypool Embassy
Suites Loan") was originated and fully funded by or on behalf of Morgan Stanley
Dean Witter Mortgage Capital Inc. on December 15, 1999. The Claypool Embassy
Suites Loan is evidenced by a Note (the "Claypool Note") and secured by a first
priority lien encumbering a hotel (the "Claypool Property") located in
Indianapolis, Indiana.

         The Borrower. Claypool Holdings, LLC, a Delaware limited liability
company (the "Claypool Borrower") is a single purpose, bankruptcy-remote entity.
Melvin Simon is the principal of the Claypool Borrower. Mr. Simon is the
co-chairman of the board of directors of Simon Properties Group.

         Certain additional information regarding the Claypool Embassy Suites
Loan and the Claypool Property is set forth on Annex A hereto.

         The Property. The Claypool Borrower operates the Claypool Property as
an Embassy Suites hotel pursuant to a Franchise Agreement between the Claypool
Borrower and Embassy Suites, Inc., as amended. The Claypool Property,
constructed in 1983, is an 18-story hotel located in Indianapolis, Indiana, with
the three lowest floors comprised of approximately 77,413 square feet of retail
and office space. The hotel contains 360 suites. The Claypool Borrower is the
lessee under a lease for space at an adjacent property, which space is used as a
ballroom. The ballroom lease is mortgaged to the lender. Parking for the
Claypool Property is provided pursuant to a certain parking agreement with Court
Street Associates, Inc., which parking agreement is pledged to the lender.

         Property Management. The Claypool Property (other than the retail space
and the ballroom) is managed by Promus Hotels, Inc. ("Promus") pursuant to a
management agreement dated September 21, 1982. Promus merged with Hilton Hotels
Corporation in 1999. A management fee equal to 5% of gross receipts, as well as
various incentive payments based on the Claypool Property's performance, are
payable to Promus pursuant to the Promus management agreement. The retail space
and the leased ballroom space at the Claypool Property are managed under a
separate agreement by M.S. Management Associates (Indiana), Inc. ("MS
Management") that is terminable each November 30 after November 30, 1996 upon 60
days' notice to the other party. A management fee equal to 5% of gross receipts
is payable to MS Management pursuant to the MS Management agreement. Both of
these agreements were assigned to the lender and subordinated to the Claypool
Embassy Suites Loan.


                                      S-70
<PAGE>

--------------------------------------------------------------------------------
                                  THE BMDC LOAN
--------------------------------------------------------------------------------

================================================================================
                                Loan Information
================================================================================

PRINCIPAL BALANCE:          ORIGINAL          CUT-OFF DATE
                        ----------------      -------------
                          $25,370,000.00       $25,306,142

ORIGINATION DATE:       January 14, 2000

INTEREST RATE:          9.01%

AMORTIZATION:           360 months

ARD:                    February 11, 2010

ARD BALANCE:            $23,208,752

HYPERAMORTIZATION:      After the ARD, the interest rate
                        increases by 2.00% to 11.01% and all
                        excess cash flow is used to reduce the
                        outstanding principal balance; the
                        additional 2% interest is deferred
                        until the principal balance is zero

MATURITY DATE:          February 11, 2030

BORROWER (SPECIAL
PURPOSE ENTITY):        MCM Huntsville Finance Company, LLC,
                        the single managing member of which is
                        a special purpose entity, the board of
                        which contains an independent
                        director; a nonconsolidation opinion
                        was obtained in connection with
                        origination

CALL PROTECTION:        Two-year prepayment lockout from the
                        date of securitization with U.S.
                        Treasury defeasance thereafter until
                        six months prior to the ARD

CUT-OFF DATE
LOAN PER SQUARE FOOT:   $65

UP-FRONT RESERVES:      Deferred maintenance(1):     $2,686,579

ONGOING RESERVES:       CapEx(2):                           Yes

                        TI & LC(2):                         Yes
                        Real Estate Taxes
                        & Insurance
                        Reserve(3):                         Yes

LOCKBOX:                Hard

MEZZANINE:              No

================================================================================
                                Property Information
================================================================================

SINGLE ASSET/PORTFOLIO: Single Asset

PROPERTY TYPE:          Office

LOCATION:               Huntsville, AL

YEAR BUILT/RENOVATED:   1968/1989

OCCUPANCY(4):           100%

THE COLLATERAL:         2-story office building

FEE OR LEASEHOLD:       Fee

                                              LEASE
MAJOR TENANT            NRSF      % OF NRA  EXPIRATION
------------            ----      --------  ----------
The United States of    389,500     100%     6/30/09
America by General
Services Administration

SQUARE FOOTAGE:         389,500

PROPERTY MANAGEMENT:    Self Managed

1999 NET OPERATING
INCOME:                 $3,762,890

UNDERWRITTEN NET CASH
FLOW:                   $3,400,576

APPRAISED VALUE:        $44,000,000

CUT-OFF DATE LTV:       57.5%

ARD LTV:                52.7%

DSCR:                   1.39



                                      S-71
<PAGE>

(1)  The repair escrow fund was required to fund certain repairs, including the
     replacement of the boiler, interior repairs and ADA compliance at the BMDC
     Property.

(2)  The BMDC Borrower is required to escrow $76,065.59 on a monthly basis
     ($0.20/SF annually) for the first five years of the term of the loan and
     $16,667.69 on a monthly basis ($0.51/SF annually) for the second five years
     of the loan into two separate tenant improvement and leasing commission
     reserves and $6,500.00 on a monthly basis ($0.20/SF annually) into CapEx
     reserve.

(3)  The BMDC Borrower is required to make monthly payments into a tax and
     insurance escrow fund in an amount sufficient to accumulate funds needed to
     pay (i) all taxes prior to their respective due dates and (ii) insurance
     premiums prior to the expiration thereof pay all taxes and insurance
     premiums 30 days before they become due.

(4)  Occupancy is based on the January 14, 2000 rent roll.

     THE BMDC LOAN

         The Loan. The eighth largest loan concentration (the "BMDC Loan") was
originated by the CSFB Mortgage Loan Seller on January 14, 2000. The BMDC Loan
is secured by a first priority lien encumbering an office building located in
Huntsville, Alabama (the "BMDC Property").

         The Borrower. The BMDC Loan was made to MCM Huntsville Finance Company
LLC, a Delaware limited liability company (the "BMDC Borrower"). The BMDC
Borrower has been structured as a single purpose, bankruptcy remote limited
liability company with (i) a single managing member which is a single purpose,
bankruptcy remote Delaware corporation, the board of directors of which contains
an independent director, and (ii) a single non-managing member which is a single
purpose Delaware limited liability company. The key principal of the BMDC
Borrower is Loeb Partners Realty and Development Corp., a Delaware corporation,
the President of which is Joseph S. Lessor and the Vice President of which is
Alan L. Gordon.

         Certain additional information on the BMDC Loan and the BMDC Property
is set forth on Annex A hereto.

         The Property. The BMDC Property consists of one office building located
at 106 Wynn Drive, Huntsville, Alabama. The BMDC Property is a 2-story office
building which was constructed in 1968 and renovated in 1989 and has a net
rentable area of approximately 389,500 square feet.

         Property Management. The BMDC Property is self-managed. The BMDC
Borrower's organizational documents permit the managing member to receive a fee
of three percent (3%) of gross rents for the managing member's services rendered
to the BMDC Borrower in connection with the BMDC Property. Such fees are subject
and subordinate to the BMDC Loan. The BMDC Loan documents provide that upon an
event of default, or failure of the debt service coverage ratio to be at least
1.15, the Lender can require the BMDC Borrower to cease self-management of the
BMDC Property and replace the manager with a new manager approved by Lender.


                                      S-72
<PAGE>

--------------------------------------------------------------------------------
                            THE GENTRY PORTFOLIO LOAN
--------------------------------------------------------------------------------

================================================================================
                                Loan Information
================================================================================

PRINCIPAL BALANCE(1):       ORIGINAL          CUT-OFF DATE
                        ----------------      -------------
                           $25,000,000         $24,972,537

ORIGINATION DATE:       April 17, 2000

INTEREST RATE:          8.07%

AMORTIZATION:           360 months

ARD:                    May 11, 2010

ARD BALANCE(1):         $22,404,467

HYPERAMORTIZATION:      After the ARD, the interest rate
                        increases by 2.00% to 10.07% and all
                        excess cash flow is used to reduce the
                        outstanding principal balance; the
                        additional 2% interest is deferred
                        until the principal balance is zero

MATURITY DATE:          May 11, 2030

BORROWER (SPECIAL       GPP, LLC, the managing member of which is a
PURPOSE ENTITY):        special purpose entity, the board of which contains an
                        independent director; non-consolidation opinion was
                        obtained in connection with origination

CALL PROTECTION:        Two-year prepayment lockout from the
                        date of securitization with U.S.
                        Treasury defeasance thereafter until
                        two months prior to the ARD

CUT-OFF DATE
LOAN PER SQUARE         $87
FOOT(1):

UP-FRONT RESERVES(1):   Deferred Maintenance(2):        $25,000
                        Other Reserve(3):              $465,000

ONGOING RESERVES(1):    CapEx (4) :                         Yes
                        TI & LC(5) :                        Yes
                        Real Estate Taxes
                        & Insurance
                        Reserve(6):                         Yes

LOCKBOX:                Hard

PARTIAL DEFEASANCE:     Yes; Release Price of 125% of Property
                        Release Amount

MEZZANINE:              No

================================================================================
                              Property Information
================================================================================

SINGLE ASSET/PORTFOLIO: Portfolio of 3 Assets

PROPERTY TYPE:          Office/warehouse

LOCATION:               Honolulu, HI

                        Waipahu, HI

YEAR BUILT/RENOVATED:   Gentry Business Park        1990
                        Waipio Industrial Court     1990
                        Gentry Pacific Design       1925/1988
                        Center

OCCUPANCY(4):           Gentry Business Park        100%
                        Waipio Industrial Court     96%
                        Gentry Pacific Design       95%
                        Center

THE COLLATERAL:         Five office/warehouse/industrial
                        properties

FEE OR LEASEHOLD:       Fee

GENTRY BUSINESS PARK

                                                LEASE
MAJOR TENANTS               NRSF    % OF NRA  EXPIRATION
-------------              ------   --------  ----------
American Mover's Inc.      71,300     100%     10/31/07
USC Int'l                  14,875    37.8%     3/31/03
Hawaii Transfer             6,373    16.2%     3/31/01



WAIPIO INDUSTRIAL COURT

                                                LEASE
MAJOR TENANTS                NRSF   % OF NRA  EXPIRATION
-------------                ----  ---------  ----------
Raynor Pacific
Overhead Doors.             4,480     10.4     12/31/00
PSC Associates Inc.         3,360      7.8     11/30/04
Uleg & Balogen              2,560      6.0     2/28/02

GENTRY PACIFIC DESIGN CENTER

                                                LEASE
MAJOR TENANTS                NRSF   % OF NRA  EXPIRATION
-------------                ----  ---------  ----------
Gentry Homes               16,966    12.7%     3/31/09
Interior Accents           10,350     7.8      4/30/10
Daniel Inc.                 7,716     5.8      10/31/01

SQUARE FOOTAGE(1):      287,780

PROPERTY MANAGEMENT:    Self Managed

1999 NET OPERATING
INCOME(1):              $2,697,522

UNDERWRITTEN NET CASH
FLOW(1):                $2,704,170

APPRAISED VALUE(1):     $34,400,000

CUT-OFF DATE LTV(1):    72.6%

ARD LTV(1):             65.1%

DSCR(1):                1.22

================================================================================
================================================================================


                                      S-73
<PAGE>

(1)  For the Gentry Portfolio in the aggregate.

(2)  The deferred maintenance reserve is required to fund certain repairs
     identified in the engineering report.

(3)  At closing, an occupancy reserve was established of $465,000, which will be
     released upon occupancy and commencement of rental payments by certain
     tenants.

(4)  Occupancy is based on the February 29, 2000 rent roll.

(5)  The Gentry Borrower is required to escrow $11,848.58 on a monthly basis
     ($0.49/SF annually) into a tenant improvement and leasing commission
     reserve and $5,230.92 on a monthly basis ($0.22/SF annually) into a CapEx
     reserve.

(6)  The Gentry Borrower is required to make monthly payments into a tax and
     insurance escrow fund in an amount sufficient to accumulate funds needed to
     pay (i) all taxes prior to their respective due dates and (ii) insurance
     premiums prior to the expiration thereof.

     THE GENTRY PORTFOLIO LOAN

         The Loan. The ninth largest loan concentration (the "Gentry Portfolio
Loan") was originated by MP Financial Group, Ltd. and assigned to the CSFB
Mortgage Loan Seller on April 17, 2000. The Gentry Portfolio Loan is secured by
a first priority lien encumbering the fee interest in three properties
consisting of six office/warehouse/industrial buildings located in the area of
Honolulu and Waipahu, Hawaii (individually, a "Gentry Property" and
collectively, the "Gentry Properties").

         The Borrower. The Gentry Portfolio Loan was made to GPP, LLC (the
"Gentry Borrower"), a Hawaii limited liability company. The principal of Gentry
Borrower is Norman Gentry (the "Gentry Principal"). The Gentry Principal and its
affiliates have been one of the larger home builders in Hawaii for many years,
where they have built more than 15,000 single family and multifamily homes. In
addition they developed over 2 million square feet of retail, office and
industry facilities located in Hawaii and the western United States.

         Certain additional information on the Gentry Portfolio Loan and the
Gentry Properties is set forth on Annex A hereto.

         The Properties. The Gentry Properties consist of six
office/warehouse/industrial buildings located in the area of Honolulu and
Waipahu, Hawaii. The Gentry Pacific Design Center is an
office/warehouse/showroom building located in Honolulu Hawaii and has a net
rentable area of approximately 134,139 square feet. The five other Gentry
Properties are all located in the area of Waipahu, Hawaii. The second building
known as Gentry Business Park Lot 50 is an office/warehouse building having a
net rentable area of approximately 12,746 square feet. The third building known
as Gentry Business Park Lot 51 is an office/warehouse building having a net
rentable area of approximately 11,763 square feet. The fourth Property is known
as Gentry Business Park Lot 81 is an office/warehouse building having a net
rentable area of approximately 14,875 square feet. The fifth Property known as
Gentry Business Park Lot 100 is an office/warehouse building having a net
rentable area of approximately 71,300 square feet. The sixth building is an
industrial property known as Waipahu Industrial Park having a net rentable area
of 42,957 square feet.

         Property Management. The Gentry Properties are managed by EPS
Properties, Inc., a Hawaii corporation (the "Gentry Manager"), pursuant to a
management agreement. The management agreement generally provides for the
payment to Gentry Manager of management fees of a monthly fee of $3,850 for the
Gentry Pacific Design Center, a $950 monthly fee for Gentry Waipio Industrial
Court and a monthly fee of $80 for each lot comprising the balance of the
properties. The Gentry Manager may be terminated (i) upon an event of default
under the Gentry Portfolio Loan, (ii) if the DSCR for the Gentry Portfolio Loan
falls below 1.10, or (iii) in the event of a default by the Gentry Manager under
the management agreement.

         Approximately 24,491 square feet of net rentable area is leased to
tenants that are affiliates of the Borrower (accounting for approximately 1% of
net rentable area). Such affiliates' leases are at market rents and such
affiliates' obligations under such leases are guaranteed by such affiliates'
parent companies.

                                      S-74
<PAGE>
--------------------------------------------------------------------------------
                               THE AMAZON.COM LOAN
--------------------------------------------------------------------------------
================================================================================
                                Loan Information
================================================================================

PRINCIPAL BALANCE:          ORIGINAL          CUT-OFF DATE
                        ----------------      -------------
                         $23,000,000.00        $22,986,863

ORIGINATION DATE:       May 12, 2000

INTEREST RATE:          8.785%

AMORTIZATION:           360 months

ARD:                    June 11, 2010

ARD BALANCE:            $20,939,653

HYPERAMORTIZATION:      After the ARD the interest rate
                        increases by 2.00% to 10.70% and all
                        excess cash flow is used to reduce the
                        outstanding principal balance; the
                        additional 2% interest is deferred
                        until capital the principal balance is
                        zero

MATURITY DATE:          June 11, 2030

BORROWER (SPECIAL       WRC.COM Tower LLC and WRC.Com Development LLC,
PURPOSE ENTITY):        each a single purpose entity, the single managing
                        member of which is a special purpose entity, the
                        board of which contains an independent director;
                        a nonconsolidation opinion was obtained in
                        connection with origination

CALL PROTECTION:        Two-year prepayment lockout from the
                        date of securitization with U.S.
                        Treasury defeasance thereafter until
                        three months prior to the ARD

CUT-OFF DATE
LOAN PER SQUARE FOOT:   $120

UP-FRONT RESERVES:      Parking                      $3,900,000
                        Structure(1):
                        Ground Lease:                  $300,000

ONGOING RESERVES:       CapEx(2):                           Yes
                        TI & LC(2):                          No
                        Real Estate Taxes &
                        Insurance Reserve(3):               Yes
                        Ground Lease                        Yes
                        Reserve(4):

LOCKBOX:                Hard

MEZZANINE:              No

================================================================================
                              Property Information
================================================================================

SINGLE ASSET/PORTFOLIO: Single Asset

PROPERTY TYPE:          Office

LOCATION:               Seattle, WA

YEAR BUILT/RENOVATED:   1932/1999

OCCUPANCY(5):           100%

THE COLLATERAL:         16-story office building

FEE OR LEASEHOLD:       Leasehold

                                              LEASE
MAJOR TENANTS            NRSF    % OF NRA  EXPIRATION(4)
-------------            ----    --------  -------------
Amazon.com              184,040    96.5%     06/30/09
Gentle Dental             4,633     2.4%     09/14/02
Amazon.com                2,135     1.1%     06/30/09
(storage)

SQUARE FOOTAGE:         190,808

PROPERTY MANAGEMENT:    Self Managed

1999 NET OPERATING
INCOME:                 NA

UNDERWRITTEN NET CASH
FLOW:                   $2,505,012

APPRAISED VALUE:        $31,250,000

CUT-OFF DATE LTV:       67.2%

ARD LTV:                60.6%

DSCR:                   1.26

================================================================================
================================================================================


                                      S-75
<PAGE>

(1)  The Amazon Borrower fully funded a $3,900,000 parking structure escrow fund
     for construction of a parking structure; $1,400,000 to be disbursed to the
     Amazon Borrower upon receipt of a final building permit for the parking
     structure. If the parking structure has not been completed by November
     2001, the balance may be applied to prepay the Amazon.com Loan.

(2)  The Amazon Borrower is required to escrow $19,000 on a monthly basis ($1.20
     SF/annually) (commencing May 2004) and increasing to $28,000 monthly from
     November 2007 to May 2009 on a monthly basis ($1.76/SF annually) into a
     tenant improvement and leasing commission reserve and $4,250 on a monthly
     basis (0.27/SF annually) into a CapEx reserve. In the event that Amazon.com
     does not extend its lease, then a cash trap is imposed until new tenants
     are in place resulting in a DSCR of 1.20.

(3)  The Amazon Borrower is required to make monthly payments into a tax and
     insurance escrow fund in an amount sufficient to accumulate funds needed to
     pay (i) all taxes prior to that respective due date and (ii) insurance
     premiums prior to the expiration thereof.

(4)  The Amazon Borrower is required to make monthly deposits in the ground
     lease escrow fund in the amount of $16,667 until such time as the balance
     on deposit is equal to $300,000.

(5)  Occupancy is based on the March 31, 2000 rent roll.

     THE AMAZON.COM LOAN

         The Loan. The tenth largest loan concentration (the "Amazon.com Loan")
was originated by the CSFB Mortgage Loan Seller on May 12, 2000. The Amazon.com
Loan is secured by a first priority lien encumbering an office building and
adjacent parking lot located in Seattle, Washington (the "Amazon Property").

         The Borrower. The Amazon.com Loan was made to two borrowers, each a
Washington limited liability company (collectively, the "Amazon Borrower"). Each
of the Amazon Borrowers has been structured as a single purpose, bankruptcy
remote limited liability company with a single managing member which is a single
purpose, bankruptcy remote Washington limited liability company, the members of
which include an independent member. The key principal of the Amazon Borrower is
Wright Runstad Associates Limited Partnership, a Washington limited partnership.

         Certain additional information on the Amazon.com Loan and the Amazon
Property is set forth on Annex A hereto.

         The Property. The Amazon Property consists of one office building and
an adjacent parking lot located at 1200 12th Avenue South, Seattle, Washington.
The Amazon Property is a 16-story landmarked office building which was
constructed in 1932 and was upgraded in 1992 and partially renovated in 1999 and
has a net rentable area of approximately 190,808 square feet.

         Property Management. The Amazon Property is managed by Wright Runstad
Associates Limited Partnership (the "Manager"), an affiliate of the Amazon
Borrower. The management agreement provides for the Manager to receive a fee of
4% of gross operating receipts for the Amazon Manager's services rendered to the
Amazon Borrower in connection with the Amazon Property. Such fees are subject
and subordinate to the Amazon.com Loan. The Amazon.com Loan documents provide
that upon an event of default, the Lender can require the Amazon Manager to
cease management of the Amazon Property and replace the Amazon Manager with a
new manager approved by Lender.

         Release of Parcels. Upon completion of the parking structure, the
parking lot parcel will be released from the lien of the deed of trust.


                                      S-76
<PAGE>

ENVIRONMENTAL MATTERS

         The information set forth in this prospectus supplement is based on
information contained in the environmental assessments described under
"Description of the Mortgage Loans--CSFB Underwriting Standards" and "--MSDWMC
Underwriting Standards" and "--NCCB Underwriting Standards."

         Environmental Insurance. The Bush Terminal property is an industrial
property located in Brooklyn, New York as to which the Phase I environmental
assessment noted various potential environmental concerns and recommended a
Phase II environmental assessment be performed. In lieu of performing a Phase II
environmental assessment, the lender purchased a Secured Creditor Impaired
Property policy in the amount of $20,300,000 (100% of loan amount) with respect
to that property. In the event of a default by the borrower under the mortgage
loan and the existence of an environmental condition, the policy covers the
outstanding loan balance, subject to the policy's definitions, terms and
conditions. The policy also covers claims made against the lender with respect
to bodily injury, property damage or environmental cleanup costs, also subject
to the policy's definitions, terms and conditions. The policy is for a 15-year
period, is renewable for portions of the coverage subject to terms and
conditions, and has a $75,000 deductible. The insurance company is Commerce and
Industry Insurance Company ("C&I") with a rating of "AAA" by Fitch and S&P. In
addition to the Secured Creditor Impaired Property Policy, the borrower
purchased for the benefit of the lender a $1 million environmental insurance
policy from C&I that protects lenders from certain damages caused by
environmental hazards. This policy has a $25,000 deductible.

         The Normandie Village Shopping Center property is located in an area of
known soil and groundwater contamination in Wichita, Kansas. The lender has
purchased a Secured Creditor Impaired Property policy in the amount of
$6,400,000 (125% of loan amount) with respect to that property. In the event of
a default by the borrower and the existence of an environmental condition, the
policy covers the lesser of environmental clean-up costs required by a
governmental entity or the outstanding loan balance, subject to the policy's
definitions, terms and conditions. The policy also covers claims made against
the lender with respect to bodily injury, property damage or environmental
cleanup costs, also subject to the policy's definitions, terms and conditions.
The policy is for the lesser of a 10-year period or the term of the loan, is
renewable subject to terms and conditions, and has a $25,000 deductible. The
insurance company is American International Specialty Lines Insurance Company
("AISLIC") with a rating of "AAA" by Fitch and S&P.

         The Inland Star property is an industrial distribution and warehouse
facility. The Phase I environmental assessment did not note any material
environmental concerns. However, since hazardous substances were located on the
property, the borrower has purchased a Secured Creditor Impaired Property policy
in the amount of $16,500,000 (125% of loan amount) with respect to that
property. In the event of a default by the borrower and the existence of an
environmental condition, the policy covers the outstanding loan balance, subject
to the policy's definitions, terms and conditions. The policy also covers claims
made against the lender with respect to bodily injury, property damage or
environmental cleanup costs, also subject to the policy's definitions, terms and
conditions. The policy is for a 15-year period, is renewable for portions of the
coverage subject to terms and conditions, and has no deductible. The insurance
company is AISLIC.

         The Phase I environmental assessment that was conducted in connection
with the Settler's Green loan recommended a Phase II environmental assessment be
conducted because of the former use of the property as an airport. In lieu of
conducting the Phase II environmental assessment, lender purchased a Pollution
Legal Liability Select policy in the amount of $1,000,000 with respect to that
property. The environmental firm that conducted the Phase I estimated that the
maximum liability associated with environmental issues was $500,000. In the
event of an environmental expense to the borrower, the policy covers the
environmental clean-up costs, subject to the policy's definitions, terms and
conditions. The policy also covers claims made against the borrower with respect
to bodily injury, property damage or environmental cleanup costs, also subject
to the policy's definitions, terms and conditions. The policy is for a 10-year
period, is renewable subject to terms and conditions, and has a $50,000
deductible. The insurance company is AISLIC.

         The IPC Retail Portfolio property known as Comotara Shopping Center is
the site of a former dry cleaning operation, and is located in Wichita, Kansas.
The lender has purchased a Secured Creditor Impaired Property policy in the
amount of $4,600,000 (135% of allocated loan amount) with respect to that
property. In the event of a default by the borrower and the existence of an
environmental condition, the policy covers the outstanding loan balance,


                                      S-77
<PAGE>

subject to the policy's definitions, terms and conditions. The policy also
covers claims made against the lender with respect to bodily injury, property
damage or environmental cleanup costs, also subject to the policy's definitions,
terms and conditions. The policy is for the lesser of an 18-year period or the
term of the loan, is renewable subject to terms and conditions, and has no
deductible. The insurance company is C&I.

         The IPC Retail Portfolio property known as Brittany Retail Center is
the site of a former dry cleaning operation, and is located in Wichita, Kansas.
The lender has purchased a Secured Creditor Impaired Property policy in the
amount of $12,500,000 (156% of allocated loan amount) with respect to that
property. In the event of a default by the borrower and the existence of an
environmental condition, the policy covers the outstanding loan balance, subject
to the policy's definitions, terms and conditions. The policy also covers claims
made against the lender with respect to bodily injury, property damage or
environmental cleanup costs, also subject to the policy's definitions, terms and
conditions. The policy is for the lesser of an 18-year period or the term of the
loan, is renewable subject to terms and conditions, and has no deductible. The
insurance company is C&I.

         The Johnson Controls property is located on land used by the U.S. Army
as a tank plant location from 1940 until the early 1990s. The soil and
groundwater impact at the property exceeds the contamination level for
residential use but not industrial use. The lender has purchased a Secured
Creditor Impaired Property policy in the amount of $18,000,000 (100% of loan
amount) with respect to that property. In the event of a default by the borrower
and the existence of an environmental condition, the policy covers the
outstanding loan balance, subject to the policy's definitions, terms and
conditions. The policy also covers claims made against the lender with respect
to bodily injury, property damage or cleanup costs resulting from pollution
conditions, also subject to the policy's definitions, terms and conditions. The
policy is for a 20 year period, is renewable subject to the terms and
conditions, and has a $250,000 deductible. The insurance company is C&I.

         The Your Extra Attic property is located in the vicinity of two
properties that have reported petroleum releases. The lender has purchased a
Secured Creditor Impaired Property policy in the amount of $3,100,000 (100% of
loan amount) with respect to that property. In the event of a default by the
borrower and the existence of an environmental condition, the policy covers the
lesser of the outstanding loan balance or the clean up costs, subject to the
policy's definitions, terms and conditions. The policy also covers claims made
against the lender with respect to bodily injury, property damage or cleanup
costs resulting from pollution conditions, also subject to the policy's
definitions, terms and conditions. The policy is for a 20 year period, is
renewable subject to the terms and conditions, and has a $10,000 deductible. The
insurance company is AISLIC.

         The Conjunctive Points-Pittard Sullivan property, which is part of the
Conjunctive Points Office and Industrial Portfolio loan, was used for aerospace
manufacturing from 1940 until the early 1990s. Investigations revealed soil and
groundwater contamination in the leasehold parking lot of 3545 Hayden Avenue for
which further monitoring may be required. The lender has purchased a Secured
Creditor Impaired Property policy in the amount of $1,500,000 (7.0% of the
portfolio loan amount) with respect to that property. In the event of a default
by the borrower and the existence of an environmental condition, the policy
covers the outstanding loan balance, up to the insurance amount, subject to the
policy's definitions, terms and conditions. The policy also covers claims made
against the lender with respect to bodily injury, property damage or cleanup
costs resulting from pollution conditions, also subject to the policy's
definitions, terms and conditions. The policy is for a 15 year period and is
renewable subject to the terms and conditions. The insurance company is C&I.

CERTAIN TERMS AND CONDITIONS OF THE MORTGAGE LOANS

         General. For a detailed presentation of the characteristics of the
Mortgage Loans on a loan-by-loan basis, see Annex A hereto.

         Due Dates. The Mortgage Loans provide for scheduled payments of
principal and interest to be due on various days (each, a "Due Date") of each
month. With respect to 64 Mortgage Loans (representing approximately 54.3% of
the Initial Pool Balance), the Due Date is the 11th day of each month, with
respect to 146 Mortgage Loans (representing approximately 41.2% of the Initial
Pool Balance), the Due Date is the 1st day of each month and with respect to one
Mortgage Loan (representing 4.5% of the Initial Pool Balance), the Due Date is
the 9th day of each month. No Mortgage Loan has a grace period for payment
defaults that extends beyond the related Determination Date (as defined herein).


                                      S-78
<PAGE>

         Mortgage Rates; Calculations of Interest. Seventy-two Mortgage Loans,
representing 14.7% of the Initial Pool Balance, accrue interest on the basis of
a 360-day year consisting of twelve 30-day months (a "30/360" basis). The
balance of the Mortgage Loans accrue interest on the basis of the actual number
of days elapsed in a 360-day year (an "Actual/360" basis). Each of the Mortgage
Loans accrues interest at the related Mortgage Rate, which is fixed for the
entire remaining term to maturity (or, in the case of an ARD Loan, the remaining
term to Anticipated Repayment Date) of such Mortgage Loan. Except as described
below under "--Excess Interest," most of the Mortgage Loans accrue interest at a
higher rate after their respective Anticipated Repayment Dates. Each Mortgage
Loan generally requires the related borrower to make a constant monthly payment
of principal and interest (each, a "Monthly Payment") that is calculated based
on the related Mortgage Rate, the amortization schedule for such Mortgage Loan
and the initial principal balance thereof and (other than the NCCB Mortgage
Loans utilizing an Actual/360 basis) assumes that such Mortgage Loan accrues
interest on a 30/360 basis. As used herein, the term "Mortgage Rate" refers to
the rate at which interest accrues on an ARD Loan (as defined below) prior to
its Anticipated Repayment Date.

         Excess Interest. Sixty-seven of the Mortgage Loans, representing 63.1%
of the Initial Pool Balance, are Mortgage Loans (the "ARD Loans") which bear
interest at their respective Mortgage Rates until an Anticipated Repayment Date.
Commencing on the respective Anticipated Repayment Date, such Mortgage Loans
generally will bear interest at a fixed rate (the "Revised Rate") per annum
equal to the Mortgage Rate plus a specified percentage (generally, no more than
2.00%, so long as the Mortgage Loan is included in the Trust Fund). Until the
principal balance of each such Mortgage Loan has been reduced to zero, such
Mortgage Loan will only be required to pay interest at the Mortgage Rate, and
the interest accrued at the excess of the related Revised Rate over the related
Mortgage Rate will be deferred (such accrued and deferred interest and interest
thereon, if any, is referred to herein as "Excess Interest"). The date on which
such Mortgage Loan begins accruing Excess Interest is referred to herein as the
"Anticipated Repayment Date" or "ARD." Except where limited by applicable law,
Excess Interest will not be added to the principal balance of the related
Mortgage Loan but will accrue interest at the Revised Rate. Prior to the
Anticipated Repayment Date, borrowers under ARD Loans generally have entered
into, or will be required to enter into, a lockbox agreement whereby all revenue
generally will be deposited directly into a Lockbox Account (as defined herein)
controlled by the related Servicer (other than with respect to the L'Enfant
Loan) following the Anticipated Repayment Date. From and after the Anticipated
Repayment Date, the related borrower generally will be required to apply all
monthly cash flow from the related Mortgaged Property to pay the following
amounts in the following order of priority: (i) required payments to the tax and
insurance escrow fund and any ground lease escrow fund, (ii) payment of monthly
debt service (at the initial mortgage loan rate and amortization), (iii)
payments to any other required escrow funds, (iv) payment of operating expenses
pursuant to the terms of an annual budget approved by the related Servicer, (v)
payment of approved extraordinary operating expenses or capital expenses not set
forth in the approved annual budget or allotted for in any escrow fund, (vi)
principal on the Mortgage Loan until such principal is paid in full and (vii)
Excess Interest, until paid in full. The cash flow from the Mortgaged Property
securing an ARD Loan after payments of items (i) through (v) above is referred
to herein as "Excess Cash Flow." As described below, each ARD Loan generally
provides that the related borrower is prohibited from prepaying the Mortgage
Loan until one to six months prior to the Anticipated Repayment Date but, upon
the commencement of such period, may prepay the loan, in whole or in part,
without payment of a Prepayment Premium or Yield Maintenance Charge. The
Anticipated Repayment Date for each ARD Loan is listed in Annex A.

         The holder of 100% of the Class V-1 Certificates will have the option
for up to two months after the Anticipated Repayment Date for any CSFB Mortgage
Loan which is an ARD Loan, and the holder of 100% of the Class V-2 Certificates
will have the option for up to two months after the Anticipated Repayment Date
for any MSDWMC Mortgage Loan which is an ARD Loan, in each case, to purchase
such ARD Loan at a price equal to its outstanding principal balance plus accrued
and unpaid interest, any unreimbursed Advances with interest thereon and any
special servicing fees due with respect thereto. As a condition to such
purchase, each such holder will be required to deliver an opinion of counsel to
the effect that such purchase (or such right to purchase) would not cause (a)
either REMIC to fail to qualify as a REMIC under the Code (as defined herein) at
any time that any Certificate is outstanding and (b) would not cause the
arrangement between the Trust Fund and the Class V-1 Certificateholders or Class
V-2 Certificateholders, as applicable, to be other than a grantor trust for
federal income tax purposes, and (i) an opinion of counsel to the effect that
such purchase would not result in a gain which would be subject to the tax on
net income derived from prohibited transactions imposed by Code Section
860F(a)(1) or otherwise result in the imposition of any other tax on either
REMIC under the REMIC provisions of the Code or (ii) an accountant's
certification to the effect that such purchase would not result in the
realization of any net income to either REMIC.


                                      S-79
<PAGE>

         Amortization of Principal. Certain Mortgage Loans (the "Balloon Loans")
provide for monthly payments of principal based on amortization schedules at
least 60 months longer than their original terms, thereby resulting in
substantial principal amounts due and payable (each such payment, a "Balloon
Payment") on their respective maturity dates, unless previously prepaid. The
remaining Mortgage Loans are either (i) Mortgage Loans that fully amortize or,
in the case of any such Mortgage Loans that accrue interest on an Actual/360
basis, substantially fully amortize, over their terms and are not ARD Loans
(such Mortgage Loans, the "Fully Amortizing Loans") or (ii) ARD Loans.

               AMORTIZATION CHARACTERISTICS OF THE MORTGAGE LOANS
<TABLE>
<CAPTION>
                                                    % OF INITIAL POOL       NUMBER OF
                  TYPE OF LOAN                           BALANCE          MORTGAGE LOANS
--------------------------------------------------  -----------------     ---------------
<S>                                                       <C>                    <C>
ARD Loans                                                 63.1%                  67
Fully Amortizing Loans (other than ARD Loans)              3.7%                  36
Balloon Loans                                             33.2%                 108
                                                    -----------------     ---------------
TOTAL                                                    100.0%                 211
                                                    =================     ===============
</TABLE>

         Prepayment Provisions. Each Mortgage Loan restricts voluntary
prepayments in one or more of the following ways: (i) by prohibiting any
prepayments for a specified period of time after the date of origination of such
Mortgage Loan (a "Lockout Period"), (ii) by requiring that any voluntary
principal prepayment made during a specified period of time after the date of
origination of such Mortgage Loan or, in the case of a Mortgage Loan also
subject to a Lockout Period, after the date of expiration of such Lockout Period
(a "Yield Maintenance Period") be accompanied by a Yield Maintenance Charge (as
defined below) and/or (iii) by imposing fees or premiums generally equal to a
percentage of the then outstanding principal balance of such Mortgage Loan
("Prepayment Premiums") in connection with full or partial voluntary principal
prepayments for a specified period of time after the expiration of the related
Lockout Period and any Yield Maintenance Period (a "Prepayment Premium Period").
The Mortgage Loans generally permit prepayments to be made either (i) on a Due
Date or (ii) provided that such prepayment is accompanied by interest through
the next Due Date, on any date. All of the Mortgage Loans specify a period of
time (generally one to six months) prior to the maturity date or Anticipated
Repayment Date, as applicable, of such Mortgage Notes during which there are no
restrictions on voluntary prepayments on any Due Date. For the purposes of this
Prospectus Supplement and the statistical information presented herein, (i) the
entire principal balance of each Additional Collateral Loan is deemed to be
subject to a Lockout Period for the related Remaining Lockout period set forth
on Annex A hereto, notwithstanding the fact that Required Prepayments could
occur under such Additional Collateral Loans during such Lockout Period and (ii)
it is assumed that each ARD Loan prepays on the related Anticipated Repayment
Date, notwithstanding the fact that prepayments could occur under such ARD Loans
prior to such Anticipated Repayment Date and that, in either case, such
prepayments would not be accompanied by payment of a Yield Maintenance Charge or
Prepayment Premium. See "Risk Factors--Risks Related to the Mortgage
Loans--Certain Loans May Require Principal Paydowns which May Reduce the Yield
on Your Certificates" and "--Risks Related to The Offered
Certificates--Prepayments and Defaults May Reduce the Yield on Your
Certificates."

         The "Yield Maintenance Charge" for any Mortgage Loan providing for such
a charge generally will be equal to the greater of (i) a specified Prepayment
Premium and (ii) the present value, as of the date of such prepayment, of the
remaining scheduled payments of principal and interest on the portion of the
Mortgage Loan being prepaid (including any Balloon Payment or, with respect to
any ARD Loans, the remaining principal balance due on the related Anticipated
Repayment Date) determined by discounting such payments at the Yield Rate, less
the amount prepaid.

         Greater detail on specific yield maintenance formulas relating to some
of the Mortgage Loans is provided in Annex A.

         The "Yield Rate" generally is defined as a rate equal to a per annum
rate calculated by the linear interpolation of the yields, as reported in
"Federal Reserve Statistical Release H.15 - Selected Interest Rates" under


                                      S-80
<PAGE>

the heading U.S. Government Securities/Treasury constant maturities for the week
ending prior to the date of the relevant prepayment of any Mortgage Loan, of
U.S. Treasury constant maturities with maturity dates (one longer, one shorter)
most nearly approximating the maturity date (or, with respect to ARD Loans, the
Anticipated Repayment Date) of the Mortgage Loan being prepaid or the monthly
equivalent of such rate. Generally, if Federal Reserve Statistical Release H.15
- Selected Interest Rates is no longer published, the Servicers, on behalf of
the Trustee, will select a comparable publication to determine the Yield Rate
with respect to their related Mortgage Loans.

         The following table sets forth for the Distribution Date in each
indicated month the percentage of the aggregate Stated Principal Balance of all
Mortgage Loans expected to be outstanding (after giving effect to scheduled
principal payments for the Due Date relating to such Distribution Date) with
respect to which (i) a Lockout Period is in effect, (ii) a prepayment must be
accompanied by (a) a Yield Maintenance Charge, (b) a prepayment penalty equal to
the greater of a Yield Maintenance Charge ("YM" on such table) or a Prepayment
Premium ("Premium" on such table) (the percentage used in calculating which
Prepayment Premium is also set forth in such table) or (c) a Prepayment Premium
(the percentage used in calculating which Prepayment Premium is also set forth
in such table) or (iii) no Lockout Period, Yield Maintenance Period or
Prepayment Premium Period is applicable ("Open" on such table). The following
table was prepared on the basis of the Prepayment Assumptions (as defined
herein) and assumes a 0% CPR (as defined herein). See "Prepayment and Yield
Considerations--Modeling Assumptions."


                                      S-81
<PAGE>

                         CALL PROTECTION ANALYSIS(1)

<TABLE>
<CAPTION>
  PREPAYMENT                             CURRENT      12         24        36         48        60         72        84
PREMIUM/RESTRICTION                       JUL-00    JUL-01     JUL-02    JUL-03     JUL-04    JUL-05     JUL-06    JUL-07
--------------------------------------  --------- ---------  --------- ---------  --------- ---------  --------- ---------
<S>                                     <C>       <C>        <C>       <C>        <C>       <C>        <C>       <C>
LOCKOUT/DEFEASANCE ....................   100.0%     100.0%    100.0%     100.0%     99.3%      98.1%     98.1%      97.2%
YIELD MAINTENANCE .....................     0.0%       0.0%      0.0%       0.0%      0.0%       0.5%      0.5%       0.5%
GREATER OF YIELD MAINTENANCE AND 1%  ..     0.0%       0.0%      0.0%       0.0%      0.7%       1.5%      1.5%       1.5%
GREATER OF YIELD MAINTENANCE AND 0.5%       0.0%       0.0%      0.0%       0.0%      0.0%       0.0%      0.0%       0.0%
5% PENALTY ............................     0.0%       0.0%      0.0%       0.0%      0.0%       0.0%      0.0%       0.0%
4% PENALTY ............................     0.0%       0.0%      0.0%       0.0%      0.0%       0.0%      0.0%       0.0%
3% PENALTY ............................     0.0%       0.0%      0.0%       0.0%      0.0%       0.0%      0.0%       0.0%
2% PENALTY ............................     0.0%       0.0%      0.0%       0.0%      0.0%       0.0%      0.0%       0.2%
1% PENALTY ............................     0.0%       0.0%      0.0%       0.0%      0.0%       0.0%      0.0%       0.0%
OPEN ..................................     0.0%       0.0%      0.0%       0.0%      0.0%       0.0%      0.0%       0.7%
                                        --------- ---------  --------- ---------  --------- ---------  --------- ---------
TOTAL .................................   100.0%     100.0%    100.0%     100.0%    100.0%     100.0%    100.0%     100.0%
                                        ========= =========  ========= =========  ========= =========  ========= =========
MORTGAGE POOL BALANCE (000S) .......... 1,112,000  1,102,534 1,092,025  1,080,612 1,068,432  1,051,429 1,024,029  1,006,959
% OF CUT-OFF DATE BALANCE .............   100.0%      99.1%     98.2%      97.2%     96.1%      94.6%     92.1%      90.6%
</TABLE>


<TABLE>
<CAPTION>
  PREPAYMENT                                   96       108     120
PREMIUM/RESTRICTION                          JUL-08   JUL-09  JUL-10
--------------------------------------      -------  ------- ------
<S>                                         <C>      <C>     <C>
LOCKOUT/DEFEASANCE ....................        96.2%   85.5%   64.9%
YIELD MAINTENANCE .....................         0.5%    0.0%    0.0%
GREATER OF YIELD MAINTENANCE AND 1%  ..         1.6%    0.0%   23.0%
GREATER OF YIELD MAINTENANCE AND 0.5%           0.0%    0.0%    0.0%
5% PENALTY ............................         0.0%    0.0%    4.3%
4% PENALTY ............................         0.0%    0.0%    0.0%
3% PENALTY ............................         0.0%    0.0%    0.0%
2% PENALTY ............................         0.5%    0.3%    0.0%
1% PENALTY ............................         1.2%    0.7%    0.0%
OPEN ..................................         0.0%   13.5%    7.8%
                                            -------  ------- ------
TOTAL .................................       100.0%  100.0%  100.0%
                                            =======  ======= ======
MORTGAGE POOL BALANCE (000S) ..........      892,541 684,662  26,711
% OF CUT-OFF DATE BALANCE .............        80.3%   61.6%    2.4%
</TABLE>



------------
(1)   For the purposes of this Prospectus Supplement and the statistical
      information presented herein, (i) the entire principal balance of each
      Additional Collateral Loan is deemed to be subject to a Lockout Period
      for the related Remaining Lockout period set forth on Annex A hereto,
      notwithstanding the fact that Required Prepayments could occur under
      such loans during such Lockout Period and (ii) each ARD Loan prepays on
      the related Anticipated Repayment Date, notwithstanding the fact that
      prepayments could occur under such ARD Loans prior to such Anticipated
      Repayment Date and that, in either case, such prepayments may not be
      accompanied by payment of a Yield Maintenance Charge or Prepayment
      Premium.

                                      S-82
<PAGE>

         Prepayment Premiums and Yield Maintenance Charges are distributable as
described herein under "Description of the Offered Certificates--Distributions--
Allocation of Prepayment Premiums and Yield Maintenance Charges."

         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 such Mortgage Loan (due to an increase in the value of the Mortgaged Property
or otherwise), the Yield Maintenance Charge or Prepayment Premium may, even in a
relatively low interest rate environment, offset entirely or render
insignificant any economic benefit to be received by the borrower upon a
refinancing or sale of the Mortgaged Property. The Yield Maintenance Charge or
Prepayment Premium provision of a Mortgage Loan creates an economic disincentive
for the borrower to prepay such Mortgage Loan voluntarily and, accordingly, the
related borrower may elect not to prepay such Mortgage Loan. However, there can
be no assurance that the imposition of a Yield Maintenance Charge or Prepayment
Premium will provide a sufficient disincentive to prevent a voluntary principal
prepayment. Furthermore, 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. Even if a borrower does elect to pay a Yield
Maintenance Charge or Prepayment Premium, the Pooling and Servicing Agreement
provides that amounts received from borrowers will be applied to payments of
principal and interest on the Mortgage Loans being prepaid prior to being
distributed as Yield Maintenance Charges or Prepayment Premiums.

         The Mortgage Loans generally provide that in the event of an
involuntary prepayment made after an event of default has occurred, a Yield
Maintenance Charge or Prepayment Premium will be due. The enforceability of
provisions providing for payments comparable to the Prepayment Premiums and/or
Yield Maintenance Charges upon an involuntary prepayment is unclear under the
laws of a number of states. No assurance can be given that, at the time a
Prepayment Premium or a Yield Maintenance Charge is required to be made on a
Mortgage Loan in connection with an involuntary prepayment, the obligation to
pay such Prepayment Premium or Yield Maintenance Charge will be enforceable
under applicable state law. See "Certain Legal Aspects of the Mortgage
Loans--Enforceability of Certain Provisions--Default Interest Prepayment Charges
and Prepayment" in the Prospectus.

         None of the Depositor or the Mortgage Loan Sellers makes any
representation as to the enforceability of the provision of any Mortgage Loan
requiring the payment of a Prepayment Premium or Yield Maintenance Charge, or of
the collectibility of any Prepayment Premium or Yield Maintenance Charge. See
"Risk Factors--Risks Related to the Offered Certificates--Prepayments And
Defaults May Reduce The Yield On Your Certificates."

         Casualty and Condemnation. In the event of a condemnation or casualty
the Mortgage Loans generally require the borrower to restore the related
Mortgaged Property, and the lender may under certain circumstances apply the
condemnation award or insurance proceeds to the repayment of debt, which, in the
case of substantially all of the Mortgage Loans, will not require payment of any
Prepayment Premium or Yield Maintenance Charge. In the case of a majority of the
Mortgage Loans, if the award or loss is less than a specified amount or a
specified percentage of the original principal balance of the Mortgage Loan or
affects less than a specified percentage of Mortgaged Property and if in the
reasonable judgment of the related Servicer or Special Servicer as the case may
be (i) the Mortgaged Property can be restored within the time period specified
in the related loan documents to a state no less valuable or useful than it was
prior to the condemnation or casualty, or would meet a debt service coverage
test, (ii) after a restoration the Mortgaged Property would adequately secure
the outstanding balance of the Mortgage Note and (iii) no event of default under
such Mortgage Loan has occurred or is continuing, the proceeds or award may be
applied by the borrower to the costs of repairing or replacing the Mortgaged
Property.

         A limited number of Mortgage Loans provide that if casualty or
condemnation proceeds are above a specified amount, the borrower will be
permitted to supplement such proceeds with an amount sufficient to prepay the
entire principal balance of the Mortgage Loan without Prepayment Premium or
Yield Maintenance Charge. Certain Mortgage Loans provide that, in the event of a
partial prepayment resulting from the occurrence of a casualty or condemnation,
the constant Monthly Payment may be reduced based on the remaining amortization
period, the Mortgage Rate and the outstanding Principal Loan Balance. In such
event, no Prepayment Premium or Yield Maintenance Charge would be required to be
paid.

         Defeasance. One-hundred ninety of the Mortgage Loans, representing
93.9% of the Initial Pool Balance, permit the applicable borrower at any time
after a specified period (the "Defeasance Lockout Period"), in all cases


                                      S-83
<PAGE>

not less than two years after the Closing Date, provided no event of default
exists, to obtain a release of a Mortgaged Property from the lien of the related
Mortgage (a "Defeasance Option") if, among other conditions, the borrower
generally (i) pays on any Due Date (the "Release Date") (a) all interest accrued
and unpaid on the principal balance of the Mortgage Note to and including the
Release Date, (b) all other sums, excluding scheduled interest or principal
payments, due under the Mortgage Loan, (c) an amount (the "Collateral
Substitution Deposit") equal to the sum of (x) the remaining principal amount of
the Mortgage Loan or an amount generally equal to 125% of the principal balance
of the related Mortgage for Crossed Loans, or of the Property Release Amount (as
defined herein) of the related Mortgaged Property for Multi-Property Loans, (y)
the amount, if any, which, when added to such amount, will be sufficient to
purchase direct non-callable obligations of the United States of America
providing payments (1) on or prior to, but as close as possible to, all
successive scheduled payment dates from the Release Date to the related maturity
date, assuming, in the case of an ARD Loan, that such Mortgage Loan prepays on
the related Anticipated Repayment Date and (2) in amounts equal to the scheduled
payments due on such dates with respect to that portion of the Note being
defeased and (z) any costs and expenses incurred in connection with the purchase
of such U.S. government obligations and (ii) delivers a security agreement
granting the Trust Fund a first priority lien on the Collateral Substitution
Deposit and the U.S. government obligations purchased with the Collateral
Substitution Deposit and an opinion of counsel to such effect. Additionally, any
Mortgage Loan which has a Defeasance Option generally requires that the borrower
deliver to the lender a letter from an independent public accountant that
confirms that the cash flow from such U.S. government obligations will be
sufficient to timely meet all scheduled loan payments. Each Servicer (or an
assignee thereof) will be responsible for purchasing the U.S. government
obligations on behalf of the borrower at the borrower's expense. Any amount in
excess of the amount necessary to purchase such U.S. government obligations will
be returned to the borrower. Simultaneously with such 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 or remaining Crossed Loans, as applicable.
Each Servicer may establish a special purpose trust to hold all such U.S.
government obligations.

         In certain of the Mortgage Loans which contain a Defeasance Option, a
successor borrower will assume all of the defeased obligations of a borrower
exercising a Defeasance Option under a Mortgage Loan and the borrower will be
relieved of all of the defeased obligations thereunder. If a Mortgage Loan is
partially defeased in such cases, the related Mortgage Note will be split and
only the defeased portion of the borrower's obligations will be transferred to
the successor borrower.

         The Depositor and Mortgage Loan Sellers make no representation as to
the enforceability of the defeasance provisions of any Mortgage Loan. See "Risk
Factors--Risks Related to the Offered Certificates - Prepayments and Defaults
May Reduce the Yield on Your Certificates."

         Property Releases. Two of the Multi-Property Loans, representing
approximately 2.4% of the Initial Pool Balance, do not provide for the release
of any related Mortgaged Property prior to payment in full of the Mortgage Loan.
Five of the Multi-Property Loans representing approximately 12.6% of the Initial
Pool Balance and 10 of the Crossed Loans, representing 12.0% of the Initial Pool
Balance, permit a Mortgaged Property to be released from the lien of the related
Multi-Property Loan or Crossed Loan, as applicable, prior to payment in full of
the Mortgage Loan provided that, generally, 125% of the applicable Property
Release Amount or outstanding principal balance, as applicable, be defeased or
prepaid and that the DSCR with respect to the remaining Mortgaged Properties
after defeasance or prepayment, as applicable, be no less than the greater of
(i) a specified DSCR (generally the DSCR at origination) and (ii) the DSCR
immediately prior to such defeasance or prepayment, as applicable.

         Lockboxes. Seventy-eight Mortgage Loans, representing approximately
70.2% of the Initial Pool Balance, generally provide that all rents, credit card
receipts, accounts receivables payments and other income derived from the
related Mortgaged Properties will be (i) paid directly into an account (or, in
the case of Multifamily Properties, such income will be collected and deposited
into an account by the manager and, in the case of Hospitality Properties, cash
paid "over-the-counter" will be deposited into an account by the manager) (such
account, a "Lockbox Account") controlled by the related Servicer or, with
respect to the Multiple Note Loans, the holder or servicer of the related Other
Note (a "Hard Lockbox"), (ii) paid to the manager of the Mortgaged Properties,
other than multifamily properties, which will deposit all sums collected into a
Lockbox Account on a regular basis (a "Modified Lockbox") or (iii) collected by
the borrower until such time (if any) as a triggering event (such as the failure
to pay the related Mortgage Loan in full on or before the related Anticipated
Repayment Date or a decline, by


                                      S-84
<PAGE>

more than a specified amount, in the net operating income of the related
Mortgaged Property and/or a failure to meet a specified DSCR) occurs, at which
time all rents derived from the related Mortgaged Property generally will be
directly deposited into a Lockbox Account (a "Springing Lockbox"), which will
generally be administered thereafter on the same terms as a Hard Lockbox. Each
such Mortgage Loan is identified on Annex A hereto as having a "Hard,"
"Modified" or "Springing" Lockbox. For any Hard Lockbox, income deposited
directly into the related Lockbox Account may not include amounts paid in cash
which are paid directly to the related property manager (notwithstanding
requirements to the contrary). Mortgage Loans whose terms call for the
establishment of a Lockbox Account require that amounts paid to the manager of
the related Mortgaged Properties or "over-the-counter" will be deposited into a
Lockbox Account on a regular basis. Lockbox Accounts will not be assets of the
Trust Fund. Overall, the Mortgage Loans provide for Lockbox Accounts as follows:
<TABLE>
<CAPTION>
                                                        % OF INITIAL         NUMBER OF
                  TYPE OF LOCKBOX:                      POOL BALANCE      MORTGAGE LOANS
-------------------------------------------------       ------------      --------------
<S>                                                          <C>                 <C>
Hard.............................................            46.0%               28
Springing........................................            24.2%               50
None.............................................            29.8%              133
                                                        ------------      --------------
         TOTAL                                              100.0%              211
                                                        ============      ==============
</TABLE>

         Escrows. One-hundred fifty-eight Mortgage Loans, representing
approximately 87.4% of the Initial Pool Balance provide for monthly escrows to
cover property taxes and 108 Mortgage Loans, representing approximately 82.3% of
the Initial Pool Balance provide for monthly escrows to cover insurance premiums
on the Mortgaged Properties. The Mortgage Loans, secured by leasehold interests,
generally also provide for escrows to make ground lease payments. Substantially
all of the Mortgage Loans (excluding the NCCB Mortgage Loans), by aggregate
Cut-off Date Principal Balance, require up front and/or monthly funding of
escrows for one or more of the following: ongoing repair and maintenance; tenant
improvement and leasing commission expenses; replacement of furniture, fixtures
and equipment; and/or seasonal fluctuations in occupancy. Such reserves
generally are funded by the related borrower from the operating cashflow of the
Mortgaged Property or otherwise. In addition, the Mortgage Loans (other than the
NCCB Mortgage Loans) generally provide for deferred maintenance reserves in an
amount sufficient to remediate any material deficiencies identified by the
engineering report issued in connection with origination or in certain cases,
the related borrower was required to repair or remediate the deficiency. The
NCCB Mortgage Loans generally require the related borrower to maintain reserves
in amounts equal to 10% of the preceding year's shareholder maintenance
payments. See "Description of the Mortgage Loans--CSFB Underwriting Standards,"
"--MSDWMC Underwriting Standards" and "--NCCB Underwriting Standards" in this
Prospectus Supplement.

         Engineering Escrows. Annex A describes various engineering escrows for
the Mortgaged Properties. The following paragraphs describe certain of the
material escrows. The engineering report for the Mortgaged Property known as
Globix World Headquarters identified $1,314,300 in immediate repairs required to
complete the renovation of two floors of the subject building, upgrade the
elevators and repair the roof. At the closing of the Globix World Headquarters
Mortgage Loan, the lender reserved $1,642,876 (representing 125% of the
identified amount) to ensure completion of such repairs.

         The engineering report for the Mortgaged Property known as the BMDC
Building identified $2,220,698 required for boiler installation, interior
repairs and ADA compliance. At the closing of the BMDC Building Mortgage Loan,
the lender reserved $2,606,579 (representing 119% of the identified amount) to
ensure completion of such maintenance items.

         Litigation. On February 10, 2000, the borrower under the Globix World
Headquarters Mortgage Loan was notified of a mechanic's lien in the amount of
$4,504,100. The borrower is diligently and in good faith contesting the validity
of such lien; however, the lender has reserved $5,630,125 (representing 125% of
the identified amount) to be used by the lender in the event of an adverse
outcome of this litigation.

         On January 28, 2000, a construction lien was filed against the West
Park Plaza property in the amount of $71,414.63 (the "Collas Lien"). On April
19, 2000, the lienor filed a Complaint and Jury Demand in Montana District Court
seeking (i) a determination that its lien is superior to lender's lien on the
West Park Plaza property, (ii) to foreclose on its lien and (iii) a judgment
against the borrower for $71,414.63 for labor and materials, $154,270 for unjust
enrichment and attorneys' fees. The borrower is diligently and in good faith
contesting the validity of the


                                      S-85
<PAGE>

lien and has engaged counsel to attempt dismissal of the litigation. The
borrower has obtained for the lender an endorsement to its title insurance
policy which states that the title company will insure lender from and against
any loss or damage sustained by reason of loss of priority of lender's lien,
which loss of priority is caused by any construction lien being filed and
specifically the Collas Lien.

         The anchor tenant at the Dorchester Square Mortgaged Property has
commenced an action against the borrower under the Dorchester Square Mortgage
Loan. Such action is related to the sale of an adjacent parcel to a third party
that leased a portion of the premises to a store that is competitive with the
anchor tenant. The borrower won a motion to dismiss the claim; however, the
plaintiff has appealed the motion. The lender received an opinion of counsel at
the closing which stated that such action was without merit and that counsel
expected a favorable outcome to such litigation. The borrower escrowed with the
lender $420,000 which is 125% of the estimated maximum possible liability that
could be achieved against the borrower.

         The sponsor of the borrower under the Lex Tenants Mortgage Loan
commenced an action to collect $248,973.37 (together with interest at the rate
of 10% per annum accruing from November 4, 1988) based upon certain promissory
notes allegedly representing net adjustments due from the borrower to the
sponsor pursuant to the terms of the offering plan for cooperative conversion of
the mortgaged property. The borrower has contested the amounts due and has
asserted several defenses including misrepresentation, non-disclosure and lack
of authority and has commenced an action against the sponsor, its principals and
others for damages resulting from construction defects to the mortgaged
property. An amended and supplemental complaint added claims of fraud,
negligence, breach of contract, deceptive practices and false advertising
against the sponsor. The sponsor has asserted counterclaims against the borrower
based on (i) a claim that the borrower was unjustly enriched by virtue of its
having obtained certain 421-a tax benefits and (ii) alleged breach of fiduciary
duty.

         There is an ongoing litigation concerning the L'Enfant Plaza Mortgaged
Property. See "--Significant Mortgage Loans--L'Enfant Plaza."

         Equity Investments by the CSFB Mortgage Loan Seller. With respect to
the borrower under the L'Enfant Loan, the CSFB Mortgage Loan Seller (the
"Preferred Interest Holder") is entitled to receive certain preferred
distributions prior to distributions being made to the other partners. No
monthly distribution to the Preferred Interest Holder is permitted to be made
until all required monthly debt service payments, reserve payments, other
payments under the L'Enfant Whole Loan and any obligations to other creditors
have been made when due and all monthly operating expenses with respect to the
related Mortgaged Properties have been paid. See "--Significant Mortgage
Loans--The L'Enfant Loan" in this Prospectus Supplement.

         "Due-on-Sale" and "Due-on-Encumbrance" Provisions. The Mortgage Loans
contain "due-on-sale" and "due-on-encumbrance" clauses that in each case permit
the holder of the Mortgage Loan to accelerate the maturity of the Mortgage Loan
if the related borrower sells or otherwise transfers or encumbers the related
Mortgaged Property other than in accordance with the terms of the related loan
documents. Subject to the limitations described herein, the related Special
Servicer will determine, in a manner consistent with the Servicing Standard (as
defined herein), whether to exercise any right the related Special Servicer may
have under any such clause to accelerate payment of the related Mortgage Loan
upon, or to withhold its consent to, any transfer or further encumbrance of the
related Mortgaged Property. Certain of the Mortgage Loans provide that the
Servicer may condition an assumption of the loan on the receipt of an assumption
fee and an assumption application fee (neither of which will be available for
payment of principal or interest on the Certificates). Such an assumption fee
generally is equal to one percent of the then unpaid principal balance of the
applicable Mortgage Note or, in some cases, a smaller fee set forth in the
related Mortgage Loan, in addition to the payment of all costs and expenses
incurred in connection with such assumption. Certain of the Mortgages provide
that such consent may not be unreasonably withheld provided that (i) no event of
default has occurred under the related Mortgage Loan, (ii) the proposed
transferee is creditworthy and has sufficient experience in the ownership and
management of properties similar to the Mortgaged Property, (iii) the Rating
Agencies have confirmed in writing that such transfer will not result in a
qualification, reduction or withdrawal of the then current rating of the
Certificates, (iv) the transferee has executed and delivered an assumption
agreement evidencing its agreement to abide by the terms of the Mortgage Loan
together with legal opinions and title insurance endorsements and (v) the
assumption fee, if any, has been received. See "Certain Legal Aspects of
Mortgage Loans--Secondary Financing; Due-on-Encumbrance Provisions" in the
Prospectus and "Risk Factors--Risks Related to the Mortgage Loans--Some Remedies
May Not Be Available Following a Mortgage Loan Default," and "The Pooling and
Servicing Agreement--Enforcement of 'Due-on-Sale' and 'Due-on-Encumbrance'


                                      S-86
<PAGE>

Clauses" in this Prospectus Supplement. The Depositor and the Mortgage Loan
Sellers make no representation as to the enforceability of any due-on-sale or
due-on-encumbrance provision in any Mortgage Loan.

         Mortgage Provisions Relating to each Special Servicer's Right to
Terminate Management Agreements. Certain of the Mortgage Loans permit the
related Special Servicer to cause the related borrowers to terminate the related
management agreements upon the occurrence of certain events. Certain of the
Mortgage Loans may provide that if the DSCR for such Mortgage Loan falls below a
certain level, the related Special Servicer will have the right to cause the
termination of the related management agreement and replace the manager with a
manager acceptable to such Special Servicer. The Mortgage Loans generally allow
the related Special Servicer to cause the termination of the related management
agreements upon the failure to meet certain performance triggers and/or the
occurrence of certain events of default under the related loan agreements or
mortgage documents. In addition, the related Special Servicer is generally
permitted to cause the termination of a management agreement if the manager
breaches certain provisions of the management agreement which would permit the
termination of such agreement thereunder.

         Cross-Collateralization and Cross-Default of Certain Mortgage Loans.
Seven of the Mortgage Loans (the "Multi-Property Loans"), representing 15.0% of
the Initial Pool Balance, are evidenced by one Mortgage Note and secured by more
than one Mortgaged Property. Ten of the Mortgage Loans (the "Crossed Loans"),
representing 12.0% of the Initial Pool Balance, are evidenced by more than one
Mortgage Note and are cross-collateralized with multiple Mortgaged Properties.
Because certain states require the payment of a mortgage recording or
documentary stamp tax based upon the principal amount of debt secured by a
mortgage, the individual Mortgages recorded with respect to certain Crossed
Loans with properties in such states may secure an amount less than the
aggregate of the applicable initial principal balance of the applicable Crossed
Loans. For the same reason, the Mortgages with respect to certain Multi-Property
Loans may secure only a multiple (generally 150%) of the Property Release Amount
of such Mortgaged Property (for Multi-Property Loans) rather than the entire
initial principal balance of the related Mortgage Note. See "Risk Factors--Risks
Related to the Mortgage Loans--Enforceability of Cross-Collateralized and
Cross-Defaulted Mortgage Loans May Be Challenged" in this Prospectus Supplement.

         Hazard, Liability and Other Insurance. The Mortgage Loans generally
require that each Mortgaged Property be insured by a hazard insurance policy in
a minimum amount equal to the greatest of (i) the principal balance of the
related Mortgage Loan, (ii) 100% of the full replacement cost of the
improvements and equipment without deduction for physical depreciation and (iii)
such amount necessary to avoid the operation of co-insurance provisions that
would otherwise reduce the amount that the insurer is required to pay, or in an
amount satisfying other similar standards, and by a flood insurance policy if
any part of the improvements located on the Mortgaged Property are located in an
area identified by the Federal Emergency Management Agency as an area having
special flood hazards and for which flood insurance has been made available
under the National Flood Insurance Program in an amount at least equal to the
outstanding principal amount of the related Mortgage Loan (or with respect to
certain Multi-Property Loans, the full insurable value of the related Mortgaged
Property) or the maximum limit of coverage available, whichever is less, or in
an amount satisfying other similar standards, including, estimated exposure.
Certain of the Mortgaged Properties located in earthquake risk areas and subject
to material earthquake risk have been either subject to seismic upgrade (or
appropriate reserves or a letter of credit established for retrofitting), are
subject to a lower loan-to-value limit or are insured by earthquake insurance,
and certain of such insured Mortgaged Properties may be insured in amounts less
than the outstanding principal balance of such Mortgage Loans. Certain of the
Mortgaged Properties located in areas having special hurricane hazards are
insured by hurricane insurance in amounts less than the outstanding principal
balance of such Mortgage Loans. Additional types of insurance may be required.
The hazard insurance policy is generally required to cover loss or damage by
fire and lightning or other risks and hazards covered by a standard "All Risks"
insurance policy including, but not limited to, riot and civil commotion,
vandalism, malicious mischief, burglary and theft. The NCCB Mortgage Loans,
however, require insurance against "all risks" of physical loss or damage.

         The Mortgage Loans also generally require that the related borrower
obtain and maintain during the entire term of the Mortgage Loan (i)
comprehensive general liability insurance, including broad form property damage,
blanket contractual and personal injuries coverages and containing minimum
limits per occurrence as specified in the related Mortgage, (ii) rent loss
and/or business interruption insurance in an amount generally equal to the
greatest of (a) the projected gross revenues from operations of the Mortgaged
Property, (b) the projected operating expense (including debt service) for the
maintenance and operation of the Mortgaged Property, and (c) in an amount
satisfying other similar standards, in any such case, for a period of 12 months
or more or a specified longer period



                                      S-87
<PAGE>

(depending on the related Mortgage Loan Seller), (iii) insurance against loss or
damage from leakage of sprinkler systems and explosion of steam boilers, air
conditioning equipment, high pressure piping, machinery and equipment, and
pressure vessels, (iv) worker's compensation insurance, (v) except for the NCCB
Mortgage Loans, during any period of repair or restoration, "builders risk"
insurance, and (vi) such other insurance as may from time to time be reasonably
required by the lender in order to protect its interests.

         Mortgage Loans which May Require Principal Paydowns. Eight Mortgage
Loans (the "Additional Collateral Loans"), representing approximately 8.3% of
the Initial Pool Balance, are additionally secured by cash reserves or
irrevocable letters of credit that will be released to the related borrowers
upon satisfaction by the borrower of certain leasing-related conditions
including, in certain cases, achievement of certain DSCRs and/or satisfying
leasing conditions within time periods prior to loan maturity. Failure to
satisfy such conditions within the time periods specified therefor may result in
the application of the related reserve or credit enhancement amount (each, a
"Required Prepayment") to partially prepay the related Mortgage Loan.

                           ADDITIONAL COLLATERAL LOANS

<TABLE>
<CAPTION>
                                                                                                         BORROWER
                                         TYPE OF     AMOUNT OF                                        REQUIRED TO PAY
     MORTGAGE                          ADDITIONAL   ADDITIONAL                                          PREPAYMENT
   LOAN SELLER       PROPERTY NAME     COLLATERAL   COLLATERAL               RELEASE CONDITIONS       CONSIDERATIONS
---------------    ----------------   ------------  -----------        ---------------------------   -----------------
<S>                <C>                <C>            <C>               <C>                            <C>
CSFB               Amazon.com         Reserve Fund   $3,900,000        $1.4 million of the reserve    Yield
                   Building                                            fund will be released to       Maintenance
                                                                       allow the construction of a    Charge
                                                                       parking facility at the
                                                                       mortgaged property.  Upon
                                                                       completion of the facility
                                                                       and payment of increased rent
                                                                       by Amazon by November 12,
                                                                       2001, the remainder of the
                                                                       escrow will be released to
                                                                       the borrower.

CSFB               Cedarmont          Debt Service      $60,000        By June 1, 2001, (i) the       Yield
                   Apartments         Reserve                          property achieves a DSCR of    Maintenance
                                                                       1.25x based on trailing four
                                                                       Charge months, and (ii) the
                                                                       property achieves a DSCR
                                                                       of 1.00x based on trailing
                                                                       twelve months  using a 10.07%
                                                                       constant.

CSFB               Emporium Shoppes   Occupancy        $500,000        By September 11, 2000,         Yield
                                      Escrow Fund                      Vitamin Shoppes must take      Maintenance
                                                                       occupancy and commence         Charge
                                                                       payment of rent.

CSFB               Gentry Portfolio   Occupancy        $465,000        By July 15, 2000, Arcadia      Yield
                                      Escrow Fund                      Inc. (or an acceptable         Maintenance
                                                                       replacement tenant) must take  Charge
                                                                       occupancy and commence
                                                                       payment of rent.

CSFB               Avenue of the Arts Occupancy      $3,000,000        By June 1, 2001, (i) Capital   Yield
                                      Escrow Fund                      Grille must take occupancy     Maintenance
                                                                       and commence payment of rent,  Charge
                                                                       (ii) the property achieves a
                                                                       DSCR of 1.20x based on
                                                                       trailing three months, and
                                                                       (iii) the property achieves a
                                                                       DSCR of 1.00x based on
                                                                       trailing twelve months using
                                                                       a 9.66% constant.

CSFB               Ashley Club        Letter of        $250,000        Borrower must complete the     Yield
                   Apartments         Credit                           repairs identified in the      Maintenance
                                                                       engineering report within
                                                                       the Charge time frame
                                                                       specified for such repairs
                                                                       in the engineering report.
</TABLE>


                                      S-88
<PAGE>

<TABLE>
<CAPTION>
                                                                                                         BORROWER
                                         TYPE OF     AMOUNT OF                                        REQUIRED TO PAY
     MORTGAGE                          ADDITIONAL   ADDITIONAL                                          PREPAYMENT
   LOAN SELLER       PROPERTY NAME     COLLATERAL   COLLATERAL               RELEASE CONDITIONS       CONSIDERATIONS
---------------    ----------------   ------------  -----------        ---------------------------   -----------------
<S>                <C>                <C>            <C>               <C>                            <C>
MSDWMC             Central Park       Occupancy      $2,155,000        The borrower has a one-time    Prepayment
                   Plaza Shopping     Reserve                          right within 18 months of      premium
                   Center                                              origination to have released
                                                                       the least of (i) an amount such
                                                                       that the property maintains a
                                                                       1.25x DSCR on all funds that
                                                                       have been released using
                                                                       the actual loan constant in
                                                                       effect, (ii) an amount such that
                                                                       the property maintains a
                                                                       1.05x DSCR on all funds that
                                                                       have been released using a
                                                                       loan constant of 10.09%, or (iii)
                                                                       an amount equal to 75% of the
                                                                       value of the property.

MSDWMC             Columbia Square    Letter of        $120,000        Borrower must lease certain    Prepayment
                   Shopping Center    Credit                           vacant space by March 1, 2001. premium
</TABLE>

         In addition, the tenant under a lease of a portion of the Mortgaged
Property securing the Berkeley Tower Office and Retail Building Loan has the
option to buy out its lease upon the payment of a specified amount to the
lender, which amount varies based upon the date of exercise of the option. The
lender under that Mortgage Loan has the option in its sole discretion to treat
this payment as a prepayment or to apply these funds to the cost of tenant
improvements. If treated as a prepayment, these funds would result in a
reduction in the principal balance of the Class or Classes then entitled to
receive such prepayment, but would not be accompanied by any Prepayment Premium
or Yield Maintenance Charge.

         With respect to any Required Prepayment on any of the Additional
Collateral Loans, the related borrowers are required to pay the prepayment
consideration specified in the table above. The holders of the Class A-X
Certificates and any Class of Offered Certificates then entitled to receive any
such prepayment will receive such payments collected from the borrower.

ADDITIONAL MORTGAGE LOAN INFORMATION

         The following tables and Annex A hereto set forth certain information
with respect to the Mortgage Loans and Mortgaged Properties. The statistics in
the following tables and Annex A were primarily derived from information
provided to the Depositor by the Mortgage Loan Sellers, which information may
have been obtained from the borrowers without independent verification.

         For purposes of this Prospectus Supplement, including the tables herein
and Annex A:

          (1) "Actual Ongoing Capital Items Deposits" means the dollars per Unit
     or percentage of revenues required to be deposited in Escrow Accounts
     annually and, in certain cases, until a maximum reserve balance is
     achieved, under the related Mortgage Loan with respect to Capital Items.

          (2) "Allocated Loan Amount" means, for each Mortgaged Property
     relating to a Multi-Property Loan, the portion of the principal amount of
     the related Multi-Property Loan actually allocated to such Mortgaged
     Property in the related Mortgage Loan documents, or allocated solely for
     the purpose of presenting statistical information in this Prospectus
     Supplement. The Allocated Loan Amount for each Mortgaged Property securing
     a Multi-Property Loan was generally determined based on the ratio of the
     appraised value of such Mortgaged Property to the aggregate appraised value
     of all the Mortgaged Properties securing such Multi-Property Loan or, in
     certain cases, based on other economic factors.

          (3) "Anchor Tenant" means, with respect to the Retail Properties, a
     nationally or regionally recognized tenant, or a credit tenant that
     occupies a significant portion of such Mortgaged Property or adjoining
     property, or a tenant that occupies more than 20,000 square feet.

                                      S-89
<PAGE>

          (4) "Annual Debt Service" means for any Mortgage Loan the annualized
     Monthly Payment on such Mortgage Loan. For purposes of determining U/W Net
     Cash Flow DSCR and U/W NOI DSCR with respect to the Multiple Note Loans,
     DSCR was calculated giving effect to the debt service for the related Other
     Note.

          (5) "Anticipated Remaining Term" means the term of the Mortgage Loan
     from the Cut-off Date to the Anticipated Repayment Date, if applicable, or
     the maturity date.

          (6) "Anticipated Repayment Date" means for ARD Loans, the date on
     which interest begins accruing at the Revised Rate and/or excess cash flow
     is retained pursuant to the related lockbox agreements for application to
     payment of principal and Excess Interest.

          (7) "Cut-off Date Principal Balance/Unit" means the principal balance
     per unit, room or pad for multifamily, cooperatives, hotels and
     manufactured housing communities or per square foot for substantially all
     other property types as of the Cut-off Date.

          (8) "Cut-off Date Principal Loan Balance" means the principal balance
     of the Mortgage Loan as of the Cut-off Date and, with respect to the
     Multi-Property Loans, the Allocated Loan Amount assigned to each related
     Mortgaged Property.

          (9) "DSCR" or "Debt Service Coverage Ratio" means, with respect to any
     Mortgage Loan (a) the U/W Net Cash Flow for the related Mortgaged Property,
     divided by (b) the Annual Debt Service for such Mortgage Loan. The
     calculation of DSCR may differ from the calculation of the debt service
     coverage ratios referred to under "--Description of the Mortgage
     Loans--CSFB Underwriting Standards," and "--MSDWMC Underwriting Standards."
     For the following tables, the DSCR for each group of Crossed Loans is the
     ratio of the aggregate Net Cash Flow for all of the Mortgaged Properties
     securing such Crossed Loans to the aggregate Annual Debt Service for the
     Crossed Loans in such group. The DSCR for the Crystal Pavilion/Petry
     Building Mortgage Loan is calculated with respect to the Crystal
     Pavilion/Petry Building Whole Loan, DSCR with respect to the L'Enfant Loan
     is calculated based on the L'Enfant Whole Loan and DSCR with respect to
     1211 Avenue of the Americas Loan is calculated based on the total of the
     1211 Avenue of the Americas A Component and the 1211 Avenue of the Americas
     Trust Fund Note. With respect to the Additional Collateral Loans known as
     Amazon.com, Avenue of the Arts, Emporium Shoppes and Conroe Assisted
     Living, Arlington Assisted Living, Temple Assisted Living, the DSCR was
     calculated assuming that the related additional collateral reserves were
     applied to reduce the initial principal balances thereof and that the
     related required debt service payments were recalculated based upon such
     reduced principal balances (such assumption is based on a $2,000,000
     reserve for Amazon.com). The DSCR for the Residential Cooperative
     Properties is based on U/W Net Cash Flow, as such definition pertains to
     Residential Cooperative Properties, divided by the Annual Debt Service for
     such Mortgage Loan.

          (10) "Insurance Escrowed" indicates, with respect to properties which
     are insured under individual property insurance policies, whether a reserve
     was established at closing or during the term of such Mortgage Loan to
     cover the premium payable thereon.

          (11) "Interest Calc." means the method by which interest accrues on
     the related Mortgage Loan. "30/360" means interest is calculated on the
     basis of a 360-day year consisting of twelve 30-day months. "Actual/360"
     means interest is calculated on the basis of a 360-day year and the actual
     number of days elapsed in each interest accrual period.

          (12) "Lease Expiration Date" means the year in which a Tenant's lease
     is scheduled to expire.

          (13) "Loan to Value Ratio," "LTV" or "Cut-off Date LTV" is the
     outstanding balance of a Mortgage Loan as of the Cut-off Date divided by
     the Value of the related Mortgaged Property. The LTV for a group of Crossed
     Loans is the ratio of the aggregate Cut-off Date Principal Balance for such
     group of Crossed Loans to the aggregate Value for all the related Mortgaged
     Properties. The LTV for loans secured by residential cooperatives are
     calculated based on value of the properties if converted to rental
     properties. The LTV for the Crystal Pavilion/Petry Building Mortgage Loan
     is calculated with respect to the Crystal Pavilion/Petry Building Whole
     Loan, with respect to the L'Enfant Loan, is calculated based on the
     L'Enfant Whole Loan and, with respect to the 1211 Avenue of the Americas
     Loan, is calculated based on the aggregate of 1211 Avenue of the Americas

                                      S-90
<PAGE>

     Trust Fund Note and the 1211 Avenue of the Americas A Component. With
     respect to the Additional Collateral Loans known as Amazon.com, Avenue of
     the Arts, Emporium Shoppes and Conroe Assisted Living, Arlington Assisted
     Living, Temple Assisted Living, LTV was calculated assuming that the
     related additional collateral reserves were applied to reduce the initial
     principal balances thereof and that the reduced principal balances were
     used as a ratio to the Value of the Mortgaged Property (such assumption is
     based on a $2,000,000 reserve for Amazon.com).

          (14) "Loan to Value Ratio-Cooperative Basis," or "LTV-Co-op Basis" is
     the outstanding balance of a Residential Cooperative Mortgage Loan divided
     by the Value Co-op Basis of the related Mortgaged Property.

          (15) "LTV at ARD or Maturity" or "Anticipated Repayment Date LTV" or
     "ARD LTV" for any Mortgage Loan is calculated in the same manner as Cut-off
     Date LTV, except that the Mortgage Loan Cut-off Date Principal Balance used
     to calculate the Cut-off Date LTV has been adjusted to give effect to the
     amortization of the applicable Mortgage Loan to its maturity date or, in
     the case of an ARD Loan, to its Anticipated Repayment Date. Such
     calculation thus assumes that the appraised value of the Mortgaged Property
     securing a Mortgage Loan on the maturity date or Anticipated Repayment
     Date, as applicable, is the same as the appraised value as of the Cut-off
     Date. There can be no assurance that the value of any particular Mortgaged
     Property has not or will not decline from the appraised value. With respect
     to the Additional Collateral Loans known as Amazon.com, Avenue of the Arts
     and Emporium Shoppes and Conroe Assisted Living, Arlington Assisted Living,
     Temple Assisted Living, ARD LTV was calculated assuming that the related
     additional collateral reserves were applied to reduce amortized principal
     balances at the ARD thereof and that the reduced principal balances were
     used as a ratio to the Value of the Mortgaged Property (such assumption is
     based on a $2,000,000 reserve for Amazon.com).

          (16) "Monthly Payment" means the constant monthly payment set forth in
     the related Mortgage Note as being due in August 2000 and, with respect to
     any Mortgage Loan that pays only interest on the Cut-off Date, the constant
     monthly payment of principal and interest on such Mortgage Loan after such
     interest-only period ends (such date being the "First P&I Date").

          (17) "1998 NOI," "1999 NOI" and "Most Recent NOI" (which is for the
     period ending as of the date specified in Annex A under Most Recent Date)
     is the net operating income for a Mortgaged Property as established by
     information provided by the borrowers or appraisal, except that in certain
     cases such net operating income has been adjusted by removing certain
     non-recurring expenses and revenue or by certain other normalizations. 1998
     NOI, 1999 NOI and Most Recent NOI do not necessarily reflect accrual of
     certain costs such as taxes and capital expenditures and do not reflect
     non-cash items such as depreciation or amortization. In some cases, capital
     expenditures may have been treated by a borrower or appraiser as an expense
     or expenses treated as capital expenditures. The Depositor makes no
     representations as to the accuracy of any information provided by any
     borrower or with respect to net operating income that may have occurred
     since the date of the information provided by each borrower for the related
     Mortgaged Property. 1998 NOI, 1999 NOI and Most Recent NOI were not
     necessarily determined in accordance with generally accepted accounting
     principles. Moreover, 1998 NOI, 1999 NOI and Most Recent NOI are not a
     substitute for net income determined in accordance with generally accepted
     accounting principles as a measure of the results of a property's
     operations or a substitute for cash flows from operating activities
     determined in accordance with generally accepted accounting principles as a
     measure of liquidity and in certain cases may reflect partial-year
     annualizations. "Rev" is gross revenues for the applicable period, as
     reported by the related borrower, or, for "U/W Rev," taking into account
     certain adjustments thereto in accordance with the underwriting standards
     of the applicable Mortgage Loan Seller. 1998 NOI, 1999 NOI and Most Recent
     NOI, as such terms relate to operations as a cooperative, are not reflected
     in Annex A.

          (18) "Most Recent Date" means, if the applicable Mortgage Loan Seller
     obtained the Most Recent operating statement available for calendar year
     2000 or portion thereof, the date of such operating statement.

          (19) "Most Recent Type" means, if the applicable Mortgage Loan Seller
     obtained the Most Recent operating statement available, whether such
     statement reflects an annualized number or trailing twelve month number.

                                      S-91
<PAGE>

          (20) "NAP" means not applicable and relates to the omission of Mixed
     Use Properties in the calculation of loan amount per unit.

          (21) "Net Cash Flow" or "U/W Net Cash Flow" with respect to a given
     Mortgage Loan or Mortgaged Property (other than Mortgage Loans relating to
     properties on which a residential cooperative building is located (each, a
     "Residential Cooperative Property")) means cash flow available for debt
     service, as determined by the applicable Mortgage Loan Seller based on
     borrower-supplied information or an appraisal for a recent period that is
     generally calendar year 1999 or the most recent twelve-month period
     preceding the origination date. U/W Net Cash Flow does not reflect debt
     service, subordinated ground rent, non-cash items such as depreciation or
     amortization, and does not reflect actual capital expenditures and may have
     been adjusted by, among other things, (i) in the case of the Multifamily
     Properties, rental revenue shown on a recent rent roll was annualized
     before applying a vacancy factor without further regard to the terms
     (including expiration dates) of the leases shown thereon, (ii) in the case
     of certain Office Properties, Industrial Properties and Retail Properties,
     determining current revenues from leases in place, (iii) in the case of
     certain of the Hospitality Properties, assuming the occupancy rate was
     generally the lesser of the actual occupancy rate and an occupancy rate of
     78% to account for a high occupancy rate or to reflect new construction in
     the market, (iv) assuming a minimum vacancy rate generally equal to the
     greater of (a) actual vacancy and (b) 5% to 10%, depending upon property
     type, (v) in the case of the Retail Properties, excluding certain
     percentage rent, (vi) excluding certain non-recurring income and/or
     expenses, (vii) assuming a management fee of 4% to 5% of revenue for a
     Hospitality Property, 4% of revenue for multi-tenant commercial and
     multifamily Mortgage Loans, a market appropriate management fee for the
     NCCB Mortgage Loans and 3% of revenue for single-tenant net leased Mortgage
     Loans, (viii) making a 4% to 5% adjustment to room revenues for franchise
     fees or marketing fees (if combined with franchise fees) (for all
     franchised Hospitality Properties and most unflagged Hospitality
     Properties), (ix) where such information was made available to the
     applicable Mortgage Loan Seller taking into account new tax assessments and
     insurance contracts, (x) in certain cases, assuming that operating expenses
     with respect to the Mortgaged Property were greater than actual expenses,
     (xi) subtracting from net operating income reserves for actual ongoing
     Capital Items (see Annex A) and (xii) in the case of the Retail Properties
     and Office Properties, subtracting from net operating income an assumed
     allowance for tenant improvements and leasing commissions (see Annex A).
     Net Cash Flow in the case of Residential Cooperative Properties generally
     equals net operating income at such Residential Cooperative Property, as
     determined by an appraisal, assuming such Residential Cooperative Property
     was operated as a rental property with rents set at prevailing market rates
     taking into account the presence of existing rent controlled or rent
     stabilized occupants, reduced by underwritten capital expenditures, a
     market-rate vacancy assumption and projected reserves.

         Net Cash Flow reflects the calculations and adjustments used by the
applicable Mortgage Loan Seller for its underwriting process and may or may not
reflect the amounts calculated and adjusted by the Rating Agencies for their own
analysis. In addition, Net Cash Flow and the DSCR derived therefrom are not a
substitute for cash flow as determined in accordance with generally accepted
accounting principles as a measure of the results of the property's operations
or a substitute for cash flows from operating activities determined in
accordance with generally accepted accounting principles as a measure of
liquidity. In certain cases, net cash flow deducts amounts for ongoing Capital
Items and tenant improvement and leasing commission reserves but under the
related Mortgage Loan the borrower is not required to fund Escrow Accounts for
such purposes.

         Reletting costs and capital expenditures are crucial to the operation
of commercial and multifamily properties. Each investor should make its own
assessment of the level of reletting costs and capital expenditures of the
Mortgaged Properties, and the consequent effect of such costs and expenditures
on the actual net operating income, Net Cash Flow and DSCRs of the Mortgage
Loans. No representation is made as to the future net cash flow of the Mortgaged
Properties, and the Net Cash Flow set forth herein is not intended to represent
such future net cash flow.

          (22) "Occupancy" for non-cooperative properties means the percentage
     of gross leasable area, rooms, units, pads, beds or sites of the Mortgaged
     Property that are leased. Occupancy rates are calculated for the specified
     "Occupancy Period" which is a period ending on the indicated date. In
     certain cases, Occupancy reflects the average occupancy rate over a period
     of time. The Occupancy Period may be the trailing twelve months or shorter
     period ending on the indicated date, or the occupancy rate as of the
     indicated date.

                                      S-92
<PAGE>

     Occupancy for Residential Cooperative Properties is as underwritten in the
     applicable appraisal as a multi-family rental, and not based on actual
     cooperative occupancy.

          (23) "Original Amortization Term" means the number of months, based on
     the constant Monthly Payment as stated in the related Mortgage Note or loan
     agreement, that would be necessary to reduce the original principal balance
     of the related Mortgage Note substantially to zero if interest on such
     Mortgage Note were calculated based on twelve 30-day months and a 360-day
     year.

          (24) "Original Principal Loan Balance" means the principal balance of
     the Mortgage Loan as of the date of origination.

          (25) "Ownership Interest" means the real property interest which is
     encumbered by the related Mortgage.

          (26) "% of Total Square Feet" or "% of Total SF" means the square feet
     leased to a Tenant as a percentage of the gross square feet of the
     Mortgaged Property.

          (27) "Property Release Amount" means, for each Mortgaged Property, the
     portion of principal of the related Multi-Property Loan or Crossed Loan
     allocated to such Mortgaged Property for certain purposes (including
     determining the release prices of properties, if permitted) under such
     Multi-Property Loan or Crossed Loan as set forth in the related loan
     documents. There can be no assurance, and it is unlikely, that the Property
     Release Amounts represent the current values of individual Mortgaged
     Properties, the price at which an individual Mortgaged Property could be
     sold in the future to a willing buyer or the replacement cost of the
     Mortgaged Properties.

          (28) "Real Estate Taxes Escrowed" indicates whether a reserve was
     established at closing or during the term of such Mortgage Loan to cover
     property taxes.

          (29) "Remaining Amortization Term" for each Mortgage Loan is the
     related Original Amortization Term minus the related Seasoning.

          (30) "Remaining Lockout" means the period of the term of the related
     Mortgage Loan from the Cut-off Date during which the Mortgage Loan may not
     be voluntarily prepaid, including the period, if any, during which the
     Mortgage Loan may be defeased. The entire principal balance of each
     Additional Collateral Loan is deemed to be subject to a Lockout Period for
     the related Remaining Lockout period set forth on Annex A hereto.

          (31) "Remaining Lockout and YM" means the period ending on the later
     of the last day of the Remaining Lockout and the first day on which the
     Mortgage Loan may be prepaid without payment of a Yield Maintenance Charge.

          (32) "Remaining Lockout and YM and Penalties" means the period ending
     on the later of the last day of the Remaining Lockout and YM and the first
     day on which the Mortgage Loan may be prepaid without payment of any
     penalty.

          (33) "Seasoning" means, with respect to any Mortgage Loan, the number
     of months from and including the month in which the first Due Date occurs
     to and including the month of the Cut-off Date.

          (34) "Stated Maturity Date" means the maturity date of the Mortgage
     Loan as stated in the related Mortgage Note or loan agreement.

          (35) "Tenant Improvement and Leasing Commission Reserve Upfront,"
     "Tenant Improvement and Leasing Commission Reserve Ongoing" indicates
     whether a reserve was established at closing or during the term of such
     Mortgage Loan to cover certain anticipated leasing commission and/or tenant
     improvement costs which might be associated with the re-leasing of the
     space occupied by tenants whose leases expire within the term of such
     Mortgage Loan, and, in certain cases, until a maximum reserve balance is
     achieved. The reserves may be in the form of cash or letters of credit from
     investment grade entities.

                                      S-93
<PAGE>

          (36) "Tenant 1," "Tenant 2" and "Tenant 3" (each, a "Tenant") mean,
     with respect to Office Properties, Industrial Properties, Mixed Use
     Properties and Retail Properties, the largest, second largest and third
     largest Tenants, respectively, with respect to such properties, as
     applicable. With respect to Retail Properties, such Tenants may constitute
     Anchor Tenants.

          (37) "Units" and "Unit of Measure" mean the number of units, pads,
     rooms or square footage with respect to the Mortgaged Property.

          (38) "U/W NOI" or "Underwritten NOI" means Net Cash Flow before
     deducting for Capital Items, tenant improvements and leasing commissions.

          (39) "Value" means for each of the Mortgaged Properties, the appraised
     value of such Mortgaged Property as determined by an appraisal thereof and
     generally in accordance with MAI standards generally made not more than 18
     months prior to the origination date of the related Mortgage Loan. In
     general MAI appraisals were obtained on all of the Mortgaged Properties.
     For residential cooperative properties, "Value" means the value of such
     Mortgaged Property as a multifamily rental building as set forth in the
     appraisal.

          (40) "Value-Co-op Basis" means, for the Residential Cooperative
     Mortgage Loans, an amount calculated based on the market value (determined
     by an MAI appraisal) of the related Mortgaged Property as if operated as a
     residential cooperative.

          (41) "Weighted Average LTV" and "Weighted Average DSCR" are the
     weighted average of the Loan to Value Ratios and Debt Service Coverage
     Ratios for each Mortgage Loan, weighted on the basis of the Cut-off Date
     Principal Balances thereof.

          (42) "Year Built" means the year in which the respective Mortgaged
     Property was built.

          (43) "Year Renovated" means the year in which the respective Mortgaged
     Property was most recently renovated.

          Due to rounding, percentages in the following tables may not add to
100% and amounts may not add to indicated total or subtotal.

          For purposes of Annex A, the following footnotes apply:

          The tables below set forth certain summary information regarding the
Mortgage Loans. See Annex A hereto for certain characteristics of Mortgage Loans
on a loan-by-loan basis. All percentages of Initial Pool Balances used herein
and in Annex A are based upon the Cut-off Date Principal Balance of the related
Mortgage Loan or, with respect to each Multi-Property Loan are based upon the
Allocated Loan Amount of the related Mortgaged Property. Crossed Loans are
treated as one Mortgage Loan in the tables below and in Annex A for the purpose
of calculating DSCR and LTV. All weighted average information regarding the
Mortgage Loans reflects weighting of the Mortgage Loans by their Cut-off Date
Principal Balances or, with respect to Multi-Property Loans, Allocated Loan
Amounts. The "Cut-off Date Principal Balance" of each Mortgage Loan is equal to
the unpaid principal balance thereof as of the Cut-off Date, after application
of all payments of principal due on or before such date, whether or not
received. All numerical information provided herein and in Annex A with respect
to the Mortgage Loans is provided on an approximate basis. Certain statistical
information set forth herein may change prior to the date of issuance of the
Certificates due to changes in the composition of the Trust Fund prior to the
Closing Date. See "--Changes in Mortgage Loan Characteristics" below.

                                      S-94
<PAGE>

<TABLE>
<CAPTION>
LOAN                             PROPERTY                                                     BORROWER
 NO.                               NAME                                                         NAME
---------------------------------------------------------------------------------------------------------------------------------
<S>       <C>                                                     <C>
1          Selig - 1000 2nd Avenue                                 Selig Real Estate Holdings Eleven, L.L.C.
3          1211 Avenue of the Americas                             JT 1211, L.P.
6          Hastings Village                                        Hastings Village Investment Company, L.P.
4          IPC Retail-Summary                                      IPC Retail Properties, LLC
7          Crystal Pavilion/Petry Building Summary                 Madison Third Building Companies LLC
8          L'Enfant Plaza                                          Potomac Creek Associates LP
9          Claypool Embassy Suites                                 Claypool Holdings, LLC
10         BMDC Building                                           MCM Huntsville Finance Company LLC
11         Gentry Portfolio-Summary                                GPP, LLC
12         Amazon.com Tower                                        WRC.COM Tower LLC et al
13         Avenue of the Arts                                      TRO Avenue of the Arts, L.P.
14         Conjunctive Points Office and Industrial Portfolio      CONJUNCTIVE POINTS PROPERTIES I, L.P.
15         Globix World Headquarters                               ATC Merger Corporation
16         Bush Terminal Bldgs. 19 & 20                            19-20 Industry City Associates, LLC
17         Northwood Plaza Shopping Center                         Northwood Plaza, LLC
18         Alexandria Real Estate Equities-Summary                 ARE-377 Plantation Street, LLC and ARE-6166 Nancy
19         Johnson Controls                                        Warren Tank Development Associates, LLC
23         Suburban Lodge V Summary                                SLAM Properties V, LLC
24         Inland Star Distribution Center                         3146 South Chestnut Partners, LLC
25         West Park Plaza                                         ACG-West Park Plaza Investors, LLC
26         295 & 305 Foster Street Office/R&D Buildings            295/305 Foster Street Associates, LLC
27         Central Park Plaza Shopping Center                      San Mateo CPP Assocs., LLC; CHL CCP Assocs., LLC;
28         Loma Palisades Business Center                          Loma Palisades, LLC
29         Holiday Inn on the Beach                                Seawall Investments, LLC
30         Sheraton Four Points Hotel & Suites                     Wburg Hotel, LLC
31         Doric Apartment Corporation                             Doric Apartment Corporation
32         Lofts at Infinity Court                                 Sasson, LLC
33         Hacienda Village Mobile Home Park                       Hacienda Village Manufactured Home Communities,LTD
37         Henry Cogswell College Building                         Port Gardner Partners, L.P.
38         Athens West Shopping Center                             Athens West Associates, L.P.
39         Briarwood Hill Apartments                               CZJ Briarwood, L.P.
2          Selig - 190 Queen Anne Building                         Selig Real Estate Holdings Sixteen, L.L.C.
40         520 US Highway 22                                       S/K 520 Associates
41         Chene Square                                            Ammori Investment, Inc.
42         Penn Branch Shopping Center                             PBSC, LLC
43         City Centre II                                          City Centre II Partners
44         Gulfstream Office Buildings                             Gulfstream Worldwide, Ltd.
45         Fort Tryon Apartments Corp.                             Fort Tryon Apartments Corp.
46         Del Alba Plaza                                          Pittsfield Center, LLC
47         4001 Brandywine Office Building                         Jemal's Tower L.L.C.
48         Anderson and Beechmont Shopping Plaza                   Beechmont Twins, LLC
49         Dick's Sporting Goods                                   Meg Dicks Durham LLC
20         Conroe Assisted Living                                  Conroe Assisted Living, Ltd, et al
50         Inwood Owners, Inc.                                     Inwood Owners, Inc.
51         Hampton Inn Dulles South                                Renthotel Chantilly, LLC
52         Cascade Citi Center                                     Cascade Citi-Center, LLC
53         Lex Tenants Corp.                                       Lex Tenants Corp.
54         Coventry Health Care Office Building                    AVG-COVENTRY, LLC
55         Journey Business Park                                   Journey Multi-Tenant Partners, LLC
56         4600 Powder Mill                                        Dengar Belt Limited Liability Limited Partnership
5          Normandie Village Shopping Center                       Normandie Village Associates, L.P.
34         345 East 56th Street                                    Greenwich Associates, LLC-2
57         Mercede Executive Park                                  The Mercede Executive Park Limited Partnership
58         The Suite Hotel                                         Orchid Holdings, Inc.
59         Berkeley Tower Office and Retail Building               Encinal Industries, Inc.
60         Ridgecrest Terrace Apartments                           Ridgecrest Terrace Apartments, L.L.C.
61         The Willows Apartments                                  Willirving, L.L.C.
62         The Ponds Cooperative Homes, Inc.                       The Ponds Cooperative Homes, Inc.
63         St. Mathews Apartments                                  6833 Shore Road Associates, L.P.
64         Settler's Green Village                                 Settlers' R2, Inc.
65         College Park Shopping Center                            CPSC Limited Partnership
66         Holiday Inn Victoria                                    Harrods Hotels, Ltd.
67         LawMan Properties Summary                               LawMan Properties, L.L.C.
21         Arlington Assisted Living                               Arlington Assisted Living, et al
68         4077 Owners Corp.                                       4077 Owners Corp.
69         Brigham Business Park - Buildings 41 and 53             Mountaintop Corporation
70         Westgate Park Apartments                                FF Park Lane Associates, L.P.
71         Northridge Village Apartments                           N.R.A. Lubbock Investments, L.P.
72         Hooper Building                                         Leesburg Pike Associates Family Limited Partnershi
73         Xerox Industrial Building                               LBA Fund IV-A, LLC
74         411 West End Avenue Owners Corp.                        411 West End Avenue Owners Corp.
75         Caanan Medical Center                                   AWW Associates, Inc.
76         Swan Way Building                                       TCC Swan Way LLC
77         Wellesley Inn and Suites                                Bravo Enterprises U.S.A., LLC
78         Casa Palm Apartments                                    Casa Palms, LLC
79         Clarion Hotel Tuscon Airport                            JBR Hospitality Group, LLC
80         Marsh Highlands Apartments                              Marsh Highlands Carrollton, LTD.
81         Brandon Oaks Apartments                                 Wicasset Apartments, L.P.
82         The Emporium Shoppes                                    Okee, LLC
83         420 Fifth Avenue                                        Fifth Avenue Properties LLC
84         Rockledge House Owners Corp.                            Rockledge House Owners Corp.
85         6320 Lamar Building                                     NNN 6320 Lamar, LLC; Dodge Trust, LLC; and Newman
86         Columbia Square Shopping Center                         Mroczek Washington Properties, LLC
87         490 West End Apartments Corp.                           490 West End Apartments Corp.
88         Your Extra Attic Self Storage                           Your Extra Attic-Lower Roswell, L.P.
89         1050 Tenants Corp.                                      1050 Tenants Corp.
90         Roseville Shopping Center                               Roseville Fairview, LLC
22         Temple Assisted Living                                  Temple Assisted Living, et al
91         8-24 Griffin Way Air Freight Building                   Urs P. Gauchat, as trustee of Logan Realty Trust
92         Driftwood Apartments                                    Driftwood Apartment Corp.
93         Village Green Apartments                                Wentwood Capital Fund VIII, L.P.
94         Rochester Depot                                         Funiture Executives No. 5, L.P.
95         Gart Sports Store                                       Mroczek Oregon Properties, LLC
96         Moyock Commons Shopping Center                          N2RE Moyock, LLC
97         51585 Owners Corp.                                      51585 Owners Corp.
98         Flamingo Village Plaza                                  Flamingo Village Plaza, LLC
99         156 East 79th Street Corporation                        156 East 79th Street Corporation
100        211 Thompson Owners Corp.                               211 Thompson Owners Corp.
101        Fairhaven Mobile Home Park                              Fairhaven Mobile Home Park, L.C.
102        Timber Ridge Apartments                                 T.R. - Timber Ridge Apartments, L.L.C.
103        Dorchester Square Shopping Center                       JD Associates Limited Partnership
104        SouthTrust Office Center                                Advanced Horizons V, L.L.C.
105        Park Trailer Homes                                      Long Beach Arbor Associates, LLC
106        Jaxboro Corp.                                           Jaxboro Corp.
107        Parkway Towers Owners Corp.                             Parkway Towers Owners Corp.
108        Casa de Loma Apartments                                 C.D.L. Apts., L.L.C.
109        Tracy Tenants Corp.                                     Tracy Tenants Corp.
110        270 West 11th Street Owners Corp.                       270 West 11th Street Owners Corp.
111        201 W. 89 Owners Inc.                                   201 W. 89 Owners Inc.
112        Comfort Inn Archdale                                    Laxmi Hospitality, Inc.
113        The Twelve Seventy Fifth Ave. Cooperative, Inc.         The Twelve Seventy Fifth Ave. Cooperative, Inc.
114        Mt. Holly Self Storage                                  Mount Holly, LLC
115        Fairfield Views Inc.                                    Fairfield Views Inc.
116        Ashley Club Apartments                                  Beresford Associated, Ltd.
117        7401 Apt. Corp.                                         7401 Apt. Corp.
118        Adams & Tabor Shopping Center                           Adams & Tabor Real Estate LP
119        Pinewood Village Apartments                             Matthew Krumpotic & Rachel L. Krumpotic Living Tru
120        Bradley Distribution Center                             Blackdog I, LLC
121        Cedarmont Apartments                                    Cedarmont, L.P.
122        Comfort Inn, Darien                                     Jay Kisan, Inc.
123        Parker Plaza South Industrial Building                  Parker Plaza South LLC
124        414 West 121st Street Apartment Corp.                   414 West 121st Street Apartment Corp.
125        Eckerd Drug Store                                       The Strianese Family Limited Partnership
126        Hibiscus Mobile Home Park                               Hibiscus Mobile Home Park Limited Partnership
35         136 East 76th Street                                    Greenwich Associates, LLC-3
127        63-61 99th Street Owners Corp.                          63-61 99th Street Owners Corp.
128        Spring Creek Office                                     Spring Creek Office Center, L.P.
129        The Waywest Tenants                                     The Waywest Tenants
130        271 Tenants Corp.                                       271 Tenants Corp.
131        84 Drive Homes, Inc.                                    84 Drive Homes, Inc.
132        Savoy Owners Corp.                                      Savoy Owners Corp.
133        Eden South Apartments                                   Cowan-Pender Investments, L.L.C.
134        19 William Street Owners' Corp.                         19 William Street Owners' Corp.
135        Amagansett Dunes                                        Amagansett Dunes Apartments Corp.
136        35 W. 9 Owners Corp.                                    35 W. 9 Owners Corp.
137        Lorraine Apartments                                     Lorraine Manor Apartments LLC
138        854 West 181 Corp.                                      854 West 181 Corp.
139        Irvington Campbell Shopping Center                      LEON, LLC
140        Windsor Terrace Apts., Inc.                             Windsor Terrace Apts., Inc.
141        Riverdale Commons Ltd.                                  Riverdale Commons Ltd.
142        Envirwood Executive Plaza                               Lembo Feinerman Mount Pleasant Trust
143        Prince Tower Tenants Corp.                              Prince Tower Tenants Corp.
36         1385 Boston Post Road                                   Greenwich Asociates, LLC-5
144        Flamingo MHP                                            Flamingo Limited Partnership
145        Cascade Apartments                                      Cascade Apartments Limited Partnership
146        Museum Court Apartment Corp.                            Museum Court Apartment Corp.
147        Lake Shore Towers Cooperative                           Lake Shore Towers Cooperative
              Building Corporation                                    Building Corporation
148        21-25 East Sunrise Highway Retail Center                Freeport Henry Realty, LLC
149        534 Broadway                                            534 Broadway Associates, L.L.C.
150        5425 Valles Avenue Owners Corp.                         5425 Valles Avenue Owners Corp.
151        16 East 96th Apartment Corp.                            16 East 96th Apartment Corp.
152        Victory Plaza                                           Victory Woodman Retail Center, LLC
153        Pan American Logistics Center                           Pan American Logistics Center Inc.
154        Stonelea Manor Owners Corporation                       Stonelea Manor Owners Corporation
155        Tudor Owners Corp.                                      Tudor Owners Corp.
156        Rocinante Corp.                                         Rocinante Corp.
157        30 Clinton Place Owners, Inc.                           30 Clinton Place Owners, Inc.
158        Park Plaza Townhomes                                    Rothchild Investment Corporation
159        Medium Lipstick, Ltd.                                   Medium Lipstick, Ltd.
160        Hollywood Video - Tucson                                Tucson Irvington, L.L.C.
161        Winchester & Hood Gardent Homes                         Winchester & Hood Gardent Homes
              Mutual Ownership Trust                                  Mutual Ownership Trust
162        Riverbank Apartment Corp.                               Riverbank Apartment Corp.
163        1235-1245 Astor Street Corporation                      1235-1245 Astor Street Corporation
164        451 West Owners Ltd.                                    451 West Owners Ltd.
165        Charlton Tenants Corp.                                  Charlton Tenants Corp.
166        319 East 73rd Street Owners Corp.                       319 East 73rd Street Owners Corp.
167        Vernon House, Inc.                                      Vernon House, Inc.
168        55 Ehrbar Tenants Corp.                                 55 Ehrbar Tenants Corp.
169        104-106 Bedford Owners Corp.                            104-106 Bedford Owners Corp.
170        124 West 109 St. Corp.                                  124 West 109 St. Corp.
171        Montauk Terrace Co-operative Apts., Inc.                Montauk Terrace Co-operative Apts., Inc.
172        124 East 84th St. Corporation                           124 East 84th St. Corporation
173        130 West 16 Owners Inc.                                 130 West 16 Owners Inc.
174        Cloister Apt. Corp.                                     Cloister Apt. Corp.
175        1125 Lorimer Street Housing Corporation                 1125 Lorimer Street Housing Corporation
176        171 Duane Street Owners Corp.                           171 Duane Street Owners Corp.
177        Summit-Parmley Company                                  Summit-Parmley Company
178        521 East 88th Owners Corp.                              521 East 88th Owners Corp.
179        Paridon House Incorporated                              Paridon House Incorporated
180        10 Westview Avenue Tenants Corp.                        10 Westview Avenue Tenants Corp.
181        91st Street Tenants Corp.                               91st Street Tenants Corp.
182        251 Pacific Owners Corp.                                251 Pacific Owners Corp.
183        32 West 96th Street Tenants Corp.                       32 West 96th Street Tenants Corp.
184        133 West 24th Street Corporation                        133 West 24th Street Corporation
185        670 President Street Housing Corp.                      670 President Street Housing Corp.
186        504 East 6th Street Owners, Inc.                        504 East 6th Street Owners, Inc.
187        348-78 Housing Corporation                              348-78 Housing Corporation
188        Village Place Corp.                                     Village Place Corp.
189        J.W. Weber House Corp.                                  J.W. Weber House Corp.
190        48 West 86th Street Tenants Corp.                       48 West 86th Street Tenants Corp.
191        205 Hicks Street Apartment Corporation                  205 Hicks Street Apartment Corporation
192        91 & 95 28th Street Jackson Heights, Inc.               91 & 95 28th Street Jackson Heights, Inc.
193        200 President Street Corp.                              200 President Street Corp.
194        315 West 103rd St. Tenants Corp.                        315 West 103rd St. Tenants Corp.
              a/k/a 315 West 103rd Street Tenants Corp.               a/k/a 315 West 103rd Street Tenants Corp.
195        53 Montgomery Place Housing Corporation                 53 Montgomery Place Housing Corporation
196        White Street Loft Corp.                                 White Street Loft Corp.
197        801 Union Street Owners Corp.                           801 Union Street Owners Corp.
198        719 Carroll Owners Corp.                                719 Carroll Owners Corp.
199        806 Washington Owners Corp.                             806 Washington Owners Corp.
200        416 Clermont Owners Corp.                               416 Clermont Owners Corp.
201        478 12th St. Tenants Corp.                              478 12th St. Tenants Corp.
202        55 7th Avenue Tenants Corp.                             55 7th Avenue Tenants Corp.
203        59 Park Place Corp.                                     59 Park Place Corp.
204        166 West 94 Owners Corp.                                166 West 94 Owners Corp.
205        22 West 76th Street Corporation                         22 West 76th Street Corporation
206        320 East 14th Street Owners Corp.                       320 East 14th Street Owners Corp.
207        781 Union Street Owners Corporation                     781 Union Street Owners Corporation
208        337 Sackett Apartment Corp.                             337 Sackett Apartment Corp.
209        8940 Colonial Owners Corp.                              8940 Colonial Owners Corp.
210        229 East 81st Street Owners, Inc.                       229 East 81st Street Owners, Inc.
211        106-19 19th Street Jackson Heights Inc.                 106-19 19th Street Jackson Heights Inc.
</TABLE>


<PAGE>



<TABLE>
<CAPTION>
                      CUT-OFF                                            PRIMARY                      STATED        ANTICIPATED
 LOAN                  DATE                MONTHLY        MORTGAGE      SERVICING      INTEREST      MATURITY        REPAYMENT
  NO.                BALANCE               PAYMENT          RATE        FEE RATE        CALC.          DATE             DATE
------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                  <C>                <C>            <C>      <C>         <C>              <C>
1                     $ 54,245,305.13      $ 400,254.90       7.9900%        0.0700   Actual/360    5/11/2029        5/11/2009
3                       50,000,000.00        377,664.38       7.7500%        0.0000     30/360       4/9/2030         4/9/2010
6                       44,000,000.00        326,852.80       8.1300%        0.0700   Actual/360    4/11/2031        4/11/2010
4                       42,422,744.71        294,887.26       7.2500%        0.0700   Actual/360    6/11/2028        6/11/2008
7                       39,892,258.20        282,572.59       7.3250%        0.0700   Actual/360    7/11/2028        7/11/2008
8                       36,969,932.96        265,812.50       7.6400%        0.0100   Actual/360    10/11/2028       10/11/2008
9                       29,847,318.03        248,684.57       8.8500%        0.0700   Actual/360     1/1/2025         1/1/2010
10                      25,306,142.04        204,315.33       9.0100%        0.0700   Actual/360    2/11/2030        2/11/2010
11                      24,972,537.42        184,621.75       8.0700%        0.0700   Actual/360    5/11/2030        5/11/2010
12                      22,986,862.83        181,516.34       8.7850%        0.0700   Actual/360    6/11/2030        6/11/2010
13                      21,476,820.35        160,013.35       8.1500%        0.0700   Actual/360    5/11/2030        5/11/2010
14                      21,437,257.72        171,194.74       8.9000%        0.0700   Actual/360     4/1/2030         4/1/2010
15                      20,912,730.29        178,537.80       9.1600%        0.0300   Actual/360    2/11/2025        2/11/2010
16                      20,278,588.24        152,221.79       8.2300%        0.0700   Actual/360    5/11/2010
17                      19,565,134.14        142,311.17       7.8100%        0.0700   Actual/360     4/1/2009
18                      18,842,308.71        148,146.76       8.7100%        0.0700   Actual/360    1/11/2030        1/11/2010
19                      17,965,452.55        146,235.48       8.4600%        0.0700   Actual/360     5/1/2024         5/1/2010
23                      14,244,826.59        114,325.26       8.2500%        0.0700   Actual/360     1/1/2009
24                      13,188,509.35        105,261.79       8.9000%        0.0400   Actual/360    5/11/2010
25                      12,671,975.77         89,716.10       7.4200%        0.0700   Actual/360     5/1/2008
26                      12,175,969.49         94,365.59       8.5200%        0.0700   Actual/360     7/1/2006
27                      11,954,009.59         90,320.77       8.2700%        0.0700   Actual/360    12/1/2029        11/1/2009
28                      11,812,857.72         87,364.86       8.0200%        0.0700   Actual/360     9/1/2009
29                      11,733,374.78        101,762.33       9.3900%        0.0400   Actual/360    5/11/2025        5/11/2010
30                      10,534,175.36         89,403.76       9.1200%        0.0700   Actual/360    5/11/2025        5/11/2010
31                      10,476,847.15         84,560.93       9.0100%        0.0800     30/360       3/1/2010
32                       9,936,859.25         74,074.77       8.1000%        0.0700   Actual/360     8/1/2009
33                       9,919,464.22         69,440.24       7.4500%        0.0700   Actual/360    11/1/2009
37                       8,702,596.29         64,304.31       8.0000%        0.0700   Actual/360     1/1/2009
38                       8,674,158.57         64,876.64       8.1100%        0.0700   Actual/360     4/1/2009
39                       8,670,770.93         65,850.13       8.3300%        0.0700   Actual/360    1/11/2010
2                        8,196,405.93         60,478.08       7.9900%        0.0700   Actual/360    5/11/2029        5/11/2009
40                       7,903,372.41         58,134.16       7.3100%        0.0700     30/360       9/1/2024
41                       7,840,696.75         63,010.00       8.9800%        0.0700   Actual/360    6/11/2030        6/11/2010
42                       7,713,309.31         60,496.95       8.7000%        0.0700   Actual/360    5/11/2030        5/11/2010
43                       7,692,033.79         58,118.41       8.3000%        0.0700   Actual/360    4/11/2030        4/11/2010
44                       7,493,174.69         59,002.53       8.7500%        0.0700   Actual/360    6/11/2030        6/11/2010
45                       7,345,320.67         56,028.95       8.1900%        0.0800     30/360       2/1/2008
46                       7,055,675.07         49,482.89       7.5100%        0.0400   Actual/360    4/11/2030        4/11/2010
47                       6,944,381.97         51,901.31       8.1100%        0.0700   Actual/360     5/1/2009
48                       6,776,640.15         51,038.33       8.2400%        0.0700   Actual/360     1/1/2010
49                       6,728,491.88         54,183.08       8.9900%        0.0700   Actual/360    3/11/2030        3/11/2010
20                       6,688,280.82         56,773.55       9.1300%        0.0700   Actual/360    6/11/2025        6/11/2010
50                       6,649,562.54         47,279.51       7.4900%        0.0800   Actual/360     9/1/2009
51                       6,298,150.75         52,065.60       8.6700%        0.0700   Actual/360     5/1/2009
52                       6,212,131.71         43,969.62       7.5300%        0.0700   Actual/360     5/1/2009
53                       6,195,455.92         45,782.26       8.5700%        0.0800     30/360       4/1/2010
54                       6,171,178.23         46,099.95       8.1400%        0.0700   Actual/360    11/1/2009
55                       5,964,271.45         44,151.42       8.0300%        0.0700   Actual/360     9/1/2009
56                       5,962,822.77         44,091.22       7.2500%        0.0700     30/360       1/1/2009
5                        5,742,385.20         37,720.22       6.6600%        0.0700   Actual/360    6/11/2028        6/11/2008
34                       5,645,277.24         50,260.43       8.6000%        0.0600   Actual/360     1/1/2010
57                       5,616,636.44         46,451.12       8.7500%        0.0700   Actual/360    12/11/2024       12/11/2009
58                       5,579,826.88         50,611.17       9.9300%        0.0700   Actual/360    2/11/2025        2/11/2010
59                       5,514,002.32         39,064.28       7.5600%        0.0700   Actual/360     8/1/2009
60                       5,460,250.71         43,909.69       8.8200%        0.0700   Actual/360    6/11/2030        6/11/2010
61                       5,432,363.29         41,828.56       8.4800%        0.0700   Actual/360    1/11/2030        1/11/2010
62                       5,292,832.32         40,978.52       8.9000%        0.0800   Actual/360     2/1/2010
63                       4,986,773.33         39,513.71       8.8000%        0.0700   Actual/360    2/11/2030        2/11/2010
64                       4,970,597.02         36,967.46       8.0800%        0.0700   Actual/360     9/1/2029         9/1/2009
65                       4,872,559.87         37,356.28       7.7400%        0.0700   Actual/360     4/1/2009
66                       4,861,094.43         42,220.54       9.3900%        0.0700   Actual/360    3/11/2025        3/11/2010
67                       4,770,112.16         34,720.08       7.8500%        0.0700   Actual/360     9/1/2009
21                       4,718,021.69         40,048.98       9.1300%        0.0700   Actual/360    6/11/2025        6/11/2010
68                       4,477,465.75         29,468.99       7.8200%        0.0800     30/360      10/1/2009
69                       4,351,336.78         42,848.62       7.9400%        0.0700     30/360       8/1/2014
70                       4,295,593.16         32,558.74       8.3340%        0.0700   Actual/360    5/11/2030        5/11/2010
71                       4,279,584.60         32,789.40       8.4100%        0.0700   Actual/360    10/11/2029       10/11/2009
72                       4,088,202.86         35,394.99       9.3500%        0.0700   Actual/360    3/11/2025        3/11/2010
73                       4,037,883.56         32,687.70       9.0400%        0.0700   Actual/360    2/11/2030        2/11/2010
74                       3,999,145.98         27,311.35       8.1300%        0.0800     30/360       3/1/2010
75                       3,894,155.48         31,977.91       8.6100%        0.0700   Actual/360     7/1/2024         7/1/2009
76                       3,893,804.30         30,015.27       8.5100%        0.0700   Actual/360    4/11/2025        4/11/2010
77                       3,695,090.62         32,790.94       9.6800%        0.0700   Actual/360    5/11/2025        5/11/2010
78                       3,596,780.25         28,473.05       8.8090%        0.0700   Actual/360    5/11/2030        5/11/2010
79                       3,434,145.22         29,843.30       9.3750%        0.0700   Actual/360    1/11/2025        1/11/2010
80                       3,426,268.05         25,268.83       7.9900%        0.0700   Actual/360     9/1/2009
81                       3,383,857.62         25,926.50       8.4100%        0.0700   Actual/360    10/11/2029       10/11/2009
82                       3,347,745.65         28,683.32       9.7100%        0.0700   Actual/360    5/11/2030        5/11/2005
83                       3,344,758.55         25,924.98       8.5700%        0.0700   Actual/360    4/11/2030        4/11/2010
84                       3,278,393.90         25,424.71       7.8700%        0.0800   Actual/360     1/1/2010
85                       3,198,241.12         25,678.88       8.9700%        0.0700   Actual/360    6/11/2030        6/11/2010
86                       3,148,736.30         23,466.81       8.1100%        0.0700   Actual/360    10/1/2009
87                       3,099,481.17         20,915.96       8.0300%        0.0800     30/360       4/1/2010
88                       3,078,077.53         25,192.25       8.6100%        0.0700   Actual/360    11/1/2009
89                       2,997,483.25         18,771.81       7.4200%        0.0800     30/360       8/1/2009
90                       2,958,782.49         22,374.86       8.2600%        0.0700   Actual/360     9/1/2009
22                       2,904,306.95         24,653.24       9.1300%        0.0700   Actual/360    6/11/2025        6/11/2010
91                       2,866,159.40         22,454.45       8.6400%        0.0700   Actual/360     7/1/2029         7/1/2009
92                       2,777,862.37         28,228.66       8.4800%        0.0600   Actual/360    10/1/2014
93                       2,757,786.86         22,345.05       8.5000%        0.0700   Actual/360    12/11/2024       12/11/2009
94                       2,756,603.53         22,013.89       8.5500%        0.0700   Actual/360     7/1/2009
95                       2,730,894.53         20,352.73       8.1100%        0.0700   Actual/360    10/1/2009
96                       2,728,163.13         19,436.45       6.9000%        0.0700     30/360       6/1/2024
97                       2,727,463.54         19,492.71       7.6400%        0.0800     30/360       8/1/2009
98                       2,716,851.74         21,515.48       8.7900%        0.0700   Actual/360    1/11/2030        1/11/2010
99                       2,647,868.03         16,772.41       7.5100%        0.0800     30/360       8/1/2009
100                      2,622,626.98         21,569.03       7.1500%        0.0800     30/360       8/1/2018
101                      2,582,371.26         19,259.44       8.1000%        0.0700   Actual/360     7/1/2009
102                      2,564,936.16         19,761.08       8.5000%        0.0700   Actual/360    3/11/2030        3/11/2010
103                      2,497,970.71         20,349.85       9.1300%        0.0700   Actual/360    5/11/2030        5/11/2010
104                      2,493,794.85         20,242.00       9.0700%        0.0700   Actual/360    2/11/2030        2/11/2010
105                      2,490,195.25         19,756.86       8.8000%        0.0700   Actual/360    11/11/2029       11/11/2009
106                      2,458,880.55         20,308.32       7.6100%        0.0800     30/360      10/1/2009
107                      2,416,750.93         15,958.22       7.5000%        0.0800     30/360       9/1/2009
108                      2,359,436.08         18,250.53       8.5300%        0.0700   Actual/360    1/11/2030        1/11/2010
109                      2,317,145.87         17,064.24       7.9800%        0.0800     30/360      11/1/2009
110                      2,281,519.17         16,461.59       7.7400%        0.0800     30/360       8/1/2009
111                      2,248,789.98         14,529.15       7.6700%        0.0800     30/360      11/1/2009
112                      2,248,236.64         20,082.11       9.7700%        0.0700   Actual/360    6/11/2025        6/11/2010
113                      2,186,198.99         19,399.54       8.7200%        0.0800     30/360       3/1/2020
114                      2,148,442.38         16,286.44       7.5200%        0.0700   Actual/360    10/1/2009
115                      2,127,927.06         14,079.11       6.7500%        0.0800   Actual/360     7/1/2009
116                      2,073,369.88         17,047.96       9.2350%        0.0700   Actual/360    5/11/2030        5/11/2010
117                      2,055,954.37         14,368.85       7.3000%        0.0800   Actual/360     7/1/2009
118                      2,046,751.54         15,791.79       8.5200%        0.0700   Actual/360    4/11/2030        4/11/2010
119                      2,040,120.67         15,672.69       8.3750%        0.0700   Actual/360    12/1/2008
120                      2,034,627.36         15,234.21       8.1600%        0.0700   Actual/360    10/1/2009
121                      1,992,474.77         15,152.06       8.3400%        0.0700   Actual/360    12/11/2029       12/11/2009
122                      1,988,440.41         17,761.51       9.7700%        0.0700   Actual/360    6/11/2025        6/11/2010
123                      1,987,605.51         15,279.16       8.4300%        0.0700   Actual/360     7/1/2009
124                      1,973,235.73         20,604.15       9.1400%        0.0800   Actual/360     2/1/2015
125                      1,909,077.31         14,558.72       8.4000%        0.0700   Actual/360    5/11/2030        5/11/2010
126                      1,890,765.94         15,074.15       8.2000%        0.0700   Actual/360     3/1/2009
35                       1,881,759.07         16,753.48       8.6000%        0.0600   Actual/360     1/1/2010
127                      1,865,679.80         13,380.36       6.9600%        0.0800     30/360       5/1/2009
128                      1,767,821.69         14,113.00       8.8800%        0.0700   Actual/360    1/11/2030        1/11/2010
129                      1,759,243.97         15,097.83       8.2800%        0.0800     30/360       4/1/2020
130                      1,584,591.67         10,441.46       6.8100%        0.0800     30/360       8/1/2009
131                      1,583,050.92         11,308.20       7.6100%        0.0800     30/360       5/1/2009
132                      1,571,118.50         13,125.31       7.7400%        0.0800     30/360       9/1/2019
133                      1,545,242.05         12,560.98       9.0800%        0.0700   Actual/360    12/11/2029       12/11/2009
134                      1,544,553.67         11,592.76       8.0900%        0.0800   Actual/360     2/1/2010
135                      1,508,563.31         15,305.45       8.7000%        0.0600   Actual/360     3/1/2015
136                      1,495,830.59         10,156.28       7.6500%        0.0800   Actual/360    10/1/2009
137                      1,493,130.94         11,216.32       8.2000%        0.0700   Actual/360    11/1/2009
138                      1,490,190.64         11,458.26       7.8800%        0.0800     30/360       1/1/2010
139                      1,489,412.60         12,199.95       8.6200%        0.0700   Actual/360    11/1/2009
140                      1,486,175.38         10,366.37       7.2800%        0.0800   Actual/360     7/1/2009
141                      1,407,636.63         10,224.16       8.2800%        0.0800   Actual/360     1/1/2010
142                      1,391,825.72         11,022.24       8.7900%        0.0700   Actual/360     1/1/2010
143                      1,391,004.53         10,796.15       7.9900%        0.0800     30/360       1/1/2010
36                       1,386,559.30         12,344.67       8.6000%        0.0600   Actual/360     1/1/2010
144                      1,338,207.20          9,981.21       8.0800%        0.0700   Actual/360     4/1/2009
145                      1,299,036.30         10,415.93       8.9100%        0.0600     30/360      10/1/2014
146                      1,298,005.32          9,480.81       8.4500%        0.0800     30/360       1/1/2015
147                      1,292,764.44         11,136.51       8.1000%        0.0800   Actual/360    11/1/2019

148                      1,284,080.09         10,249.85       8.2500%        0.0700   Actual/360     6/1/2009
149                      1,270,974.10         10,414.95       8.6250%        0.0700   Actual/360    11/11/2009
150                      1,212,233.81         11,823.30       7.8300%        0.0800     30/360       9/1/2014
151                      1,199,017.42          8,515.30       8.1900%        0.0800     30/360       4/1/2010        1/11/2010
152                      1,191,801.48          9,796.35       9.2100%        0.1200   Actual/360    1/11/2030
153                      1,170,646.98         11,867.13       8.6700%        0.0700   Actual/360    12/1/2009
154                      1,143,092.04          8,566.91       8.1600%        0.0800     30/360      10/1/2009
155                      1,140,426.21          8,043.15       7.4000%        0.0800   Actual/360     8/1/2009
156                      1,099,087.78          7,976.29       8.2800%        0.0800   Actual/360     4/1/2010
157                      1,080,281.07          7,203.26       6.7500%        0.0800   Actual/360    11/11/2008
158                        995,757.38          7,689.13       8.5000%        0.0700   Actual/360    11/11/2009
159                        984,077.51          8,289.87       7.8800%        0.0800     30/360      10/1/2019         1/1/2010
160                        969,763.39          7,392.07       8.3700%        0.0700   Actual/360     1/1/2010
161                        881,648.53          8,673.77       8.1400%        0.0800     30/360      12/1/2014

162                        847,241.78          5,851.75       7.8000%        0.0800   Actual/360     8/1/2014
163                        840,884.25          8,267.65       8.1700%        0.0800   Actual/360     3/1/2015
164                        790,663.83          5,545.33       7.3100%        0.0800   Actual/360     4/1/2009
165                        770,583.54          7,525.62       7.7400%        0.0800     30/360       7/1/2014
166                        734,249.08          5,349.14       8.4300%        0.0800     30/360       3/1/2010
167                        703,581.66          5,798.16       9.1200%        0.0800   Actual/360     4/1/2010
168                        697,044.83          5,126.26       7.8700%        0.0800   Actual/360     1/1/2010
169                        646,294.90          6,050.37       9.4800%        0.0800     30/360       3/1/2020
170                        629,123.66          4,807.17       8.7700%        0.0800   Actual/360     2/1/2010
171                        626,965.45          6,279.47       8.1800%        0.0800     30/360       7/1/2014
172                        599,764.73          4,057.94       8.0500%        0.0800     30/360      12/1/2009
173                        596,041.28          4,254.90       7.5400%        0.0800   Actual/360    10/1/2009
174                        595,622.81          4,290.18       7.7300%        0.0800     30/360       9/1/2009
175                        548,438.54          5,319.79       8.2000%        0.0800     30/360       6/1/2015
176                        536,940.27          4,000.29       8.1400%        0.0800     30/360       4/1/2010
177                        533,227.78          5,167.57       7.7200%        0.0800     30/360       9/1/2014
178                        498,383.39          3,357.06       7.6800%        0.0800     30/360       9/1/2009
179                        495,345.57          3,478.97       7.4500%        0.0800     30/360       7/1/2009
180                        459,526.65          3,778.35       7.3700%        0.0800   Actual/360     7/1/2009
181                        441,941.91          4,253.80       7.8200%        0.0800     30/360       1/1/2010
182                        433,659.58          4,271.91       7.8900%        0.0800     30/360       7/1/2014
183                        420,152.93          2,893.49       7.2300%        0.0800     30/360       5/1/2009
184                        386,572.55          3,765.10       7.7500%        0.0800     30/360       8/1/2014
185                        369,997.15          2,864.56       7.8800%        0.0800     30/360       7/1/2009
186                        358,084.53          2,834.69       8.7600%        0.0800     30/360      10/1/2009
187                        355,234.83          2,761.87       7.9300%        0.0800     30/360       7/1/2009
188                        347,154.26          2,490.53       7.6800%        0.0800     30/360       8/1/2009
189                        309,696.89          3,059.93       8.0500%        0.0800   Actual/360    11/1/2014
190                        273,899.09          1,763.13       7.2700%        0.0800     30/360       8/1/2009
191                        271,845.42          1,866.67       7.2000%        0.0800     30/360       5/1/2009
192                        248,575.65          2,418.08       8.2000%        0.0800     30/360       5/1/2015
193                        222,587.38          1,519.67       7.1500%        0.0800     30/360       6/1/2009
194                        220,185.59          1,855.05       7.7000%        0.0800   Actual/360     7/1/2009

195                        213,671.84          1,580.59       8.0200%        0.0800     30/360      10/1/2009
196                        210,521.75          2,650.87       7.3300%        0.0800     30/360       8/1/2009
197                        198,688.46          1,422.49       7.5700%        0.0800   Actual/360    10/1/2009
198                        196,588.28          1,955.44       8.3800%        0.0800     30/360       1/1/2015
199                        195,087.41          2,021.70       8.8200%        0.0800   Actual/360    10/1/2014
200                        191,832.89          1,851.75       7.4800%        0.0800     30/360       6/1/2014
201                        155,807.67          1,985.25       7.1300%        0.0800     30/360       5/1/2009
202                        154,030.27          1,127.44       7.8000%        0.0800   Actual/360    10/1/2009
203                        148,777.94          1,066.34       7.6700%        0.0800     30/360       8/1/2009
204                        147,009.46          1,468.33       8.4000%        0.0800     30/360      12/1/2014
205                        138,225.69          1,727.74       6.8200%        0.0800     30/360       6/1/2009
206                        124,523.19            947.89       8.3500%        0.0800     30/360       1/1/2010
207                        124,203.40          1,194.06       7.3500%        0.0800     30/360       5/1/2014
208                        115,554.23          1,122.67       7.6500%        0.0800     30/360       7/1/2014
209                        114,048.95          1,139.88       8.6100%        0.0800     30/360       4/1/2015
210                        101,587.33          1,296.55       7.3400%        0.0800     30/360       6/1/2009
211                         97,354.10          1,258.11       8.8400%        0.0800     30/360       2/1/2010
             =========================
                   $ 1,111,999,815.36
             =========================
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                      REMAINING
                       REMAINING       LOCKOUT
                        LOCKOUT       AND YIELD     ANTICIPATED       ORIG.                  REMAINING        FIRST
 LOAN   REMAINING      AND YIELD     MAINTENANCE     REMAINING       AMORT.                 AMORTIZATION       P&I        ORIG.
  NO.    LOCKOUT      MAINTENANCE   AND PENALTIES       TERM          TERM       SEAS.          TERM          DATE         DATE
------------------------------------------------------------------------------------------------------------------------------------
<S>       <C>             <C>            <C>            <C>            <C>         <C>          <C>        <C>         <C>
1         103             103            103            106            360         14           349         9/11/1999   4/27/1999
3         110             110            110            117            300         3            300         5/9/2005     4/5/2000
6         113             113            113            117            360         3            360         5/11/2001   3/31/2000
4          88              88            88              95            360         25           335         7/11/1998   5/19/1998
7          93              93            93              96            348         24           345         5/11/2000   6/15/1998
8          96              96            96              99            360         21           339        11/11/1998   9/18/1998
9         110             110            110            114            300         6            294         2/1/2000    12/15/1999
10        108             108            108            115            360         5            355         3/11/2000   1/14/2000
11        115             115            115            118            360         2            358         6/11/2000   4/17/2000
12        115             115            115            119            360         1            359         7/11/2000   5/12/2000
13        115             115            115            118            360         2            358         6/11/2000   4/13/2000
14        113             113            113            117            360         3            357         5/1/2000    3/17/2000
15        111             111            111            115            300         5            295         3/11/2000   1/25/2000
16        111             111            111            118            360         2            358         6/11/2000   4/20/2000
17        101             101            101            105            360         15           345         5/1/1999    3/22/1999
18        110             110            110            114            360         6            354         2/11/2000   12/30/1999
19        114             114            114            118            288         2            286         6/1/2000    4/26/2000
23         98              98            98             102            300         18           282         2/1/1999    12/29/1998
24        114             114            114            118            360         2            358         6/11/2000   5/11/2000
25         90              90            90              94            340         5            335         3/1/2000     2/1/2000
26         68              68            68              72            360         12           348         8/1/1999    6/22/1999
27        108             108            108            112            360         7            353         1/1/2000    11/3/1999
28        106             106            106            110            360         10           350         10/1/1999   8/16/1999
29        114             114            114            118            300         2            298         6/11/2000   5/10/2000
30        111             111            111            118            300         2            298         6/11/2000   4/28/2000
31        112             112            112            116            360         4            356         4/1/2000    2/11/2000
32        102             102            102            109            360         12           349         9/1/1999     6/8/1999
33        108             108            108            112            360         20           351         11/1/1999   10/6/1998
37         98              98            98             102            360         12           348         8/1/1999    7/26/1999
38        101             101            101            105            360         15           345         5/1/1999    3/25/1999
39        110             110            110            114            360         6            354         2/11/2000   12/30/1999
2         103             103            103            106            360         14           349         9/11/1999   4/27/1999
40        110             170            170            290            300         10           290         10/1/1999   8/11/1999
41        115             115            115            119            360         1            359         7/11/2000   5/12/2000
42        111             111            111            118            360         3            357         5/11/2000   4/11/2000
43        113             113            113            117            360         2            358         6/11/2000   4/12/2000
44        116             116            116            119            360         2            358         6/11/2000   5/11/2000
45         72              72            72              91            360         29           331         3/1/1998    1/30/1998
46        113             113            113            117            360         3            357         5/11/2000    4/7/2000
47        102             102            102            106            360         14           346         6/1/1999    4/16/1999
48        110             110            110            114            360         6            354         2/1/2000    12/13/1999
49        112             112            112            116            360         4            356         4/11/2000    3/3/2000
20        112             112            112            119            300         1            299         7/11/2000   5/11/2000
50        106             106            106            110            360         10           350         10/1/1999   8/16/1999
51        102             102            102            106            300         14           286         6/1/1999    4/15/1999
52        103             103            103            106            360         14           346         6/1/1999    4/23/1999
53        113             113            113            117            480         3            477         5/1/2000    3/21/2000
54        108             108            108            112            360         8            352         12/1/1999   10/15/1999
55        106             106            106            110            360         10           350         10/1/1999   8/27/1999
56         42              96            96             102            300         18           282         2/1/1999    12/17/1998
5          88              88            88              95            357         22           335        10/11/1998    9/1/1998
34        110             110            110            114            240         6            234         2/1/2000    12/17/1999
57        109             109            109            113            300         7            293         1/11/2000   11/22/1999
58        111             111            111            115            300         5            295         3/11/2000   2/10/2000
59         49             105            105            109            360         11           349         9/1/1999    7/19/1999
60        115             115            115            119            336         1            335         7/11/2000   5/12/2000
61        110             110            110            114            360         6            354         2/11/2000   12/22/1999
62        111             111            111            115            480         5            475         3/1/2000    1/28/2000
63        111             111            111            115            360         5            355         3/11/2000   1/25/2000
64         50              97            97             110            360         10           350         10/1/1999   8/26/1999
65        101             101            101            105            300         15           285         5/1/1999    3/31/1999
66        114             114            114            116            300         4            296         4/11/2000    3/3/2000
67        106             106            106            110            360         10           350         10/1/1999   8/31/1999
21        112             112            112            119            300         1            299         7/11/2000   5/11/2000
68         92              92            107            111            720         9            711         11/1/1999   9/14/1999
69        162             162            162            169            180         11           169         9/1/1999     7/9/1999
70        115             115            115            118            360         2            358         6/11/2000   4/27/2000
71        109             109            109            111            360         9            351        11/11/1999   9/14/1999
72        109             109            109            116            300         4            296         4/11/2000   2/29/2000
73        111             111            111            115            360         5            355         3/11/2000   1/28/2000
74         97              97            112            116            720         4            716         4/1/2000     3/1/2000
75        101             101            101            108            300         12           288         8/1/1999     6/9/1999
76        113             113            113            117            360         3            357         5/11/2000   3/17/2000
77        114             114            114            118            300         2            298         6/11/2000   5/11/2000
78        111             111            111            118            360         2            358         6/11/2000   5/11/2000
79        110             110            110            114            300         6            294         2/11/2000   12/15/1999
80        103             103            103            110            360         10           350         10/1/1999   8/17/1999
81        109             109            109            111            360         9            351        11/11/1999   9/14/1999
82         51              51            51              58            360         2            358         6/11/2000   5/11/2000
83        115             115            115            117            360         3            357         5/11/2000   3/23/2000
84        110             110            110            114            300         6            294         2/1/2000    12/21/1999
85        116             116            116            119            360         1            359         7/11/2000   5/15/2000
86        107             107            107            111            360         9            351         11/1/1999    9/3/1999
87        113             113            113            117            720         3            717         5/1/2000    3/16/2000
88        108             108            108            112            300         8            292         12/1/1999   10/29/1999
89         90              90            105            109            720         11           709         9/1/1999    7/14/1999
90        106             106            106            110            360         10           350         10/1/1999   8/23/1999
22        112             112            112            119            300         1            299         7/11/2000   5/11/2000
91         48             101            101            108            360         12           348         8/1/1999     6/8/1999
92        134             134            167            171            180         9            171         11/1/1999   9/28/1999
93        106             106            106            113            300         7            293         1/11/2000   12/2/1999
94        104             104            104            108            324         12           312         8/1/1999    6/28/1999
95        107             107            107            111            360         9            351         11/1/1999    9/8/1999
96        106             106            106            287            300         13           287         7/1/1999    5/20/1999
97        105             105            105            109            360         11           349         9/1/1999    7/29/1999
98        110             110            110            114            360         6            354         2/11/2000   12/29/1999
99        105             105            105            109            720         11           709         9/1/1999    7/16/1999
100       156             156            213            217            240         23           217         9/1/1998     7/1/1998
101       104             104            104            108            360         12           348         8/1/1999    6/16/1999
102       112             112            112            116            360         4            356         4/11/2000   2/25/2000
103       114             114            114            118            360         2            358         6/11/2000   5/11/2000
104       112             112            112            115            360         5            355         3/11/2000   1/27/2000
105       105             105            105            112            360         8            352        12/11/1999   11/3/1999
106        93              93            107            111            240         9            231         11/1/1999   9/16/1999
107       106             106            106            110            480         10           470         10/1/1999    8/3/1999
108       110             110            110            114            360         6            354         2/11/2000   12/22/1999
109        76              76            108            112            360         8            352         12/1/1999   10/6/1999
110        90              90            105            109            360         11           349         9/1/1999    7/28/1999
111       108             108            108            112            720         8            712         12/1/1999   10/25/1999
112       115             115            115            119            300         1            299         7/11/2000   5/15/2000
113       232             232            232            236            240         4            236         4/1/2000    2/17/2000
114       107             107            107            111            300         21           279         11/1/1998   9/22/1998
115       104             104            104            108            360         12           348         8/1/1999     6/2/1999
116       111             111            111            118            360         2            358         6/11/2000   5/11/2000
117       104             104            104            108            360         12           348         8/1/1999     6/7/1999
118       110             110            110            117            360         3            357         5/11/2000    4/3/2000
119        41              97            97             101            360         19           341         1/1/1999    11/2/1998
120       107             107            107            111            360         9            351         11/1/1999   9/22/1999
121       110             110            110            113            360         7            353         1/11/2000   11/24/1999
122       115             115            115            119            300         1            299         7/11/2000   5/15/2000
123       104             104            104            108            360         12           348         8/1/1999    6/22/1999
124       171             171            171            175            180         5            175         3/1/2000    1/13/2000
125       111             111            111            118            360         2            358         6/11/2000   5/11/2000
126       100             100            100            104            300         16           284         4/1/1999    2/22/1999
35        110             110            110            114            240         6            234         2/1/2000    12/17/1999
127       102             102            102            106            300         14           286         6/1/1999    4/26/1999
128       111             111            111            114            360         6            354         2/11/2000   12/22/1999
129       233             233            233            237            240         3            237         5/1/2000    3/29/2000
130        91              91            105            109            360         11           349         9/1/1999     7/7/1999
131       102             102            102            106            360         14           346         6/1/1999    4/23/1999
132       226             226            226            230            240         10           230         10/1/1999   8/17/1999
133       109             109            109            113            360         7            353         1/11/2000   12/2/1999
134       111             111            111            115            360         5            355         3/1/2000    1/13/2000
135       172             172            172            176            180         4            176         4/1/2000    2/15/2000
136       107             107            107            111            480         9            471         11/1/1999    9/9/1999
137       108             108            108            112            360         8            352         12/1/1999   10/26/1999
138       110             110            110            114            300         6            294         2/1/2000    12/3/1999
139       108             108            108            112            300         8            292         12/1/1999   10/19/1999
140       104             104            104            108            360         12           348         8/1/1999     6/7/1999
141       110             110            110            114            480         6            474         2/1/2000    12/10/1999
142       110             110            110            114            360         6            354         2/1/2000    12/22/1999
143       110             110            110            114            300         6            294         2/1/2000    12/2/1999
36        110             110            110            114            240         6            234         2/1/2000    12/17/1999
144       101             101            101            105            360         15           345         5/1/1999    3/15/1999
145       111             111            159            171            360         8            352         12/1/1999   10/21/1999
146       170             170            170            174            480         6            474         2/1/2000    12/21/1999
147       228             228            228            232            240         8            232         12/1/1999   8/19/1999

148       103             103            103            107            300         13           287         7/1/1999     5/3/1999
149       108             108            108            112            300         8            292        12/11/1999   11/10/1999
150       166             166            166            170            180         10           170         10/1/1999   8/30/1999
151       113             113            113            117            480         3            477         5/1/2000    3/30/2000
152       112             112            112            114            360         6            354         2/11/2000    1/7/2000
153       109             109            109            113            180         7            173         1/1/2000    11/15/1999
154       107             107            107            111            360         9            351         11/1/1999   9/27/1999
155       105             105            105            109            360         11           349         9/1/1999    7/22/1999
156       113             113            113            117            480         3            477         5/1/2000    3/14/2000
157        96              96            96             100            360         20           340        12/11/1998   10/16/1998
158       108             108            108            112            360         8            352        12/11/1999   10/13/1999
159       227             227            227            231            240         9            231         11/1/1999   9/29/1999
160       110             110            110            114            360         6            354         2/1/2000    12/30/1999
161       169             169            169            173            180         7            173         1/1/2000    11/4/1999

162       165             165            165            169            480         11           469         9/1/1999     7/9/1999
163       172             172            172            176            180         4            176         4/1/2000    2/15/2000
164       101             101            101            105            360         15           345         5/1/1999    3/26/1999
165       164             164            164            168            180         12           168         8/1/1999    6/16/1999
166       112             112            112            116            480         4            476         4/1/2000    2/10/2000
167        98              98            116            117            360         4            356         4/1/2000     3/1/2000
168       110             110            110            114            360         6            354         2/1/2000    12/17/1999
169       232             232            232            236            240         4            236         4/1/2000    2/11/2000
170       111             111            111            115            480         5            475         3/1/2000    1/12/2000
171       164             164            164            168            180         12           168         8/1/1999    6/18/1999
172       109             109            109            113            720         7            713         1/1/2000    11/2/1999
173       107             107            107            111            360         9            351         11/1/1999    9/9/1999
174       106             106            106            110            360         10           350         10/1/1999   8/25/1999
175       175             175            175            179            180         1            179         7/1/2000     5/3/2000
176       113             113            113            117            360         3            357         5/1/2000     3/9/2000
177       134             134            166            170            180         10           170         10/1/1999    9/1/1999
178       106             106            106            110            480         10           470         10/1/1999   8/31/1999
179       104             104            104            108            360         12           348         8/1/1999    6/29/1999
180       104             104            104            108            240         12           228         8/1/1999     6/9/1999
181       110             110            110            114            180         6            174         2/1/2000    12/16/1999
182       164             164            164            168            180         12           168         8/1/1999     6/4/1999
183       102             102            102            106            360         14           346         6/1/1999    4/12/1999
184       165             165            165            169            180         11           169         9/1/1999    7/20/1999
185       104             104            104            108            300         12           288         8/1/1999    6/15/1999
186       107             107            107            111            360         9            351         11/1/1999   9/23/1999
187       104             104            104            108            300         12           288         8/1/1999    6/16/1999
188        91              91            105            109            360         11           349         9/1/1999    7/29/1999
189       168             168            168            172            180         8            172         12/1/1999   10/20/1999
190       105             105            105            109            480         11           469         9/1/1999    7/29/1999
191       102             102            102            106            360         14           346         6/1/1999    4/23/1999
192       174             174            174            178            180         2            178         6/1/2000    4/17/2000
193       103             103            103            107            360         13           347         7/1/1999    5/24/1999
194       104             104            104            108            240         12           228         8/1/1999     6/8/1999
195       107             107            107            111            360         9            351         11/1/1999   9/14/1999
196       105             105            105            109            120         11           109         9/1/1999    7/21/1999
197       107             107            107            111            360         9            351         11/1/1999   9/15/1999
198       170             170            170            174            180         6            174         2/1/2000    12/29/1999
199       167             167            167            171            180         9            171         11/1/1999   9/22/1999
200       163             163            163            167            180         13           167         7/1/1999    5/26/1999
201       102             102            102            106            120         14           106         6/1/1999    4/20/1999
202       107             107            107            111            360         9            351         11/1/1999   9/23/1999
203       105             105            105            109            360         11           349         9/1/1999    7/23/1999
204       169             169            169            173            180         7            173         1/1/2000    11/16/1999
205       103             103            103            107            120         13           107         7/1/1999     5/6/1999
206       110             110            110            114            360         6            354         2/1/2000    12/20/1999
207       162             162            162            166            180         14           166         6/1/1999    4/21/1999
208       164             164            164            168            180         12           168         8/1/1999    6/15/1999
209       173             173            173            177            180         3            177         5/1/2000    3/14/2000
210       103             103            103            107            120         13           107         7/1/1999    5/25/1999
211       111             111            111            115            120         5            115         3/1/2000    1/26/2000
</TABLE>

<PAGE>

                    RANGE OF DEBT SERVICE COVERAGE RATIOS

<TABLE>
<CAPTION>
                                                                         WEIGHTED
                                               PERCENT BY    WEIGHTED    AVERAGE       WEIGHTED
 RANGE OF DEBT     NUMBER OF    CUT-OFF DATE     CUT-OFF     AVERAGE    REMAINING      AVERAGE      WEIGHTED    WEIGHTED
     SERVICE      LOANS/LOAN     PRINCIPAL      PRINCIPAL    MORTGAGE      TERM      AMORTIZATION    AVERAGE    AVERAGE
COVERAGE RATIOS      POOLS        BALANCE        BALANCE       RATE       (MOS.)     TERM (MOS.)       LTV        DSCR
---------------  ------------ --------------  ------------ ----------  ----------- --------------  ---------- ----------
<S>              <C>          <C>             <C>          <C>         <C>         <C>             <C>        <C>
1.10x -1.19  ...        8      $   28,399,363       2.6%      8.039%       120           278           67%        1.13x
1.20x -1.29  ...       45         364,101,528      32.7       8.269        117           349           73         1.24
1.30x -1.39  ...       35         280,374,580      25.2       8.234        110           338           67         1.34
1.40x -1.49  ...       13         152,348,150      13.7       8.161        106           333           63         1.47
1.50x -1.59  ...       12          95,166,760       8.6       8.658        113           307           59         1.54
1.60x -1.69  ...        4          12,194,024       1.1       9.398        115           304           58         1.62
1.80x -1.89  ...        2           5,004,417        .5       8.660        117           391           65         1.81
1.90x -1.99  ...        1           1,583,051        .1       7.610        106           346           57         1.91
2.00x and over         91         172,827,943      15.5       7.902        125           363           25         5.41
                      ---      --------------     -----       -----        ---           ---           --         ----
TOTAL ..........      211      $1,111,999,815     100.0%      8.229%       114           341           61%        1.97x
                      ===      ==============     =====
</TABLE>

                        RANGE OF LOAN-TO-VALUE RATIOS

<TABLE>
<CAPTION>
                                                                         WEIGHTED
                                               PERCENT BY    WEIGHTED    AVERAGE       WEIGHTED
                   NUMBER OF    CUT-OFF DATE     CUT-OFF     AVERAGE    REMAINING      AVERAGE      WEIGHTED    WEIGHTED
 RANGE OF LOAN    LOANS/LOAN     PRINCIPAL      PRINCIPAL    MORTGAGE      TERM      AMORTIZATION    AVERAGE    AVERAGE
TO VALUE RATIOS      POOLS        BALANCE        BALANCE       RATE       (MOS.)     TERM (MOS.)       LTV        DSCR
---------------  ------------ --------------  ------------ ----------  ----------- --------------  ---------- ----------
<S>              <C>          <C>             <C>          <C>         <C>         <C>             <C>        <C>
50% or less  ...       90      $  173,531,746      15.6%      7.960%       125           359           25%        5.36x
51% -60% .......       26         207,491,556      18.7       8.491        111           320           55         1.47
61% -70% .......       31         298,786,605      26.9       8.377        111           334           66         1.38
71% -75% .......       42         299,882,492      27.0       8.066        113           347           73         1.27
76% -80% .......       22         132,307,416      11.9       8.203        117           349           78         1.24
                      ---      --------------     -----       -----        ---           ---           --         ----
TOTAL ..........      211      $1,111,999,815     100.0%      8.229%       114           341           61%        1.97x
                      ===      ==============     =====
</TABLE>

                                      S-99
<PAGE>
  RANGE OF LOAN-TO-VALUE RATIOS AT EARLIER OF ANTICIPATED REPAYMENT DATES OR
                                   MATURITY

<TABLE>
<CAPTION>

                                                                                                                           WEIGHTED
                                  CUT-OFF       PERCENT BY   WEIGHTED    WEIGHTED     WEIGHTED                             AVERAGE
     RANGE OF        NUMBER        DATE           CUT-OFF    AVERAGE     AVERAGE      AVERAGE        WEIGHTED   WEIGHTED    LTV AT
     LOAN TO        OF LOANS/    PRINCIPAL       PRINCIPAL   MORTGAGE   REMAINING   AMORTIZATION     AVERAGE    AVERAGE    ARD OR/
  VALUE RATIOS     LOAN POOLS     BALANCE         BALANCE      RATE     TERM (MOS.)  TERM (MOS.)       LTV        DSCR     MATURITY
----------------  ------------ --------------  ------------ ----------  ----------- --------------  ---------- ----------  --------
<S>                <C>          <C>             <C>          <C>         <C>         <C>             <C>        <C>        <C>
Fully
 Amortizing......       36      $   40,885,167       3.7%      7.900%       217           217           40%        4.07x        0
50% or less......       78         316,626,978      28.5       8.146        111           347           41         3.25        35
51% -60%.........       27         280,987,808      25.3       8.421        111           334           65         1.41        57
61% -70%.........       61         398,434,875      35.8       8.195        109           350           73         1.28        66
71% -75%.........        9          75,064,988       6.8       8.214        116           358           79         1.24        72
                       ---      --------------     -----       -----        ---           ---           --         ----        --
TOTAL............      211      $1,111,999,815     100.0%      8.229%       114           341           61%        1.97x       55
                       ===      ==============     =====
</TABLE>

                                      S-100
<PAGE>
                        MORTGAGED PROPERTIES BY STATE

<TABLE>
<CAPTION>
                                                  PERCENT BY    WEIGHTED    WEIGHTED      WEIGHTED
                                                    CUT-OFF     AVERAGE     AVERAGE       AVERAGE      WEIGHTED    WEIGHTED
                   NUMBER OF     CUT-OFF DATE      PRINCIPAL    MORTGAGE   REMAINING    AMORTIZATION    AVERAGE    AVERAGE
STATE             PROPERTIES   PRINCIPAL BALANCE    BALANCE       RATE    TERM (MOS.)   TERM (MOS.)       LTV        DSCR
---------------  ------------ -----------------  ------------ ----------  ----------- --------------  ---------- ----------
<S>              <C>          <C>                <C>          <C>         <C>         <C>             <C>        <C>
Alabama ........        2       $   26,927,105         2.4%      8.964%       114           351           57%        1.39x
Arizona ........        5            9,271,649          .8       8.742        110           318           66         1.40
California .....       17          141,336,965        12.7       8.392        115           354           72         1.26
Colorado .......        1            1,987,606          .2       8.430        108           348           69         1.41
Connecticut  ...        1            8,670,771          .8       8.330        114           354           77         1.20
Florida ........       12           56,030,518         5.0       8.292        107           338           70         1.27
Georgia ........        8           33,364,644         3.0       8.510        110           317           66         1.41
Hawaii .........        4           24,972,537         2.2       8.070        118           358           73         1.22
Illinois .......        3            3,015,297          .3       8.131        199           199           22         4.29
Indiana ........        1           29,847,318         2.7       8.850        114           294           56         1.59
Kansas .........        6           25,132,247         2.3       7.448        101           341           76         1.31
Kentucky .......        1           11,421,508         1.0       7.250         95           335           75         1.33
Maryland .......        2            8,460,793          .8       7.805        107           304           68         1.37
Massachusetts  .        6           60,604,995         5.5       8.002        103           333           71         1.30
Michigan .......        4           32,592,113         2.9       8.645        117           337           71         1.31
Minnesota ......        1            2,958,782          .3       8.260        110           350           75         1.26
Montana ........        1           12,671,976         1.1       7.420         94           335           71         1.29
Nevada .........        2            6,313,632          .6       8.801        116           356           69         1.54
New Hampshire  .        1            4,970,597          .4       8.080        110           350           77         1.22
New Jersey .....        6           28,982,426         2.6       8.047        163           325           42         3.21
New Mexico .....        1            7,493,175          .7       8.750        119           358           66         1.54
New York .......      100          269,744,409        24.3       7.970        118           350           39         3.73
North Carolina          3           11,704,892         1.1       8.653        156           329           77         1.27
Ohio ...........        2            9,625,606          .9       8.243        110           333           72         1.36
Oklahoma .......        1            2,757,787          .2       8.500        113           293           65         1.37
Oregon .........        1            2,730,895          .2       8.110        111           351           71         1.24
Pennsylvania  ..        4           30,398,332         2.7       8.195        117           357           68         1.29
South Carolina          1            3,241,926          .3       8.250        102           282           54         1.51
Texas ..........       18           72,906,629         6.6       8.763        115           321           70         1.33
Virginia .......        3           20,920,529         1.9       9.029        114           294           66         1.44
Washington .....        6           99,314,534         8.9       8.182        109           351           67         1.40
Washington DC  .        3           51,627,624         4.6       7.862        103           343           68         1.35
                      ---       --------------       -----       -----        ---           ---           --         ----
TOTAL ..........      227       $1,111,999,815       100.0%      8.229%       114           341           61%        1.97x
                      ===       ==============       =====
</TABLE>

                                      S-101
<PAGE>
                           YEAR BUILT OR RENOVATED

<TABLE>
<CAPTION>
                                                PERCENT BY   WEIGHTED    WEIGHTED     WEIGHTED                            WEIGHTED
RANGE OF                                         CUT-OFF     AVERAGE     AVERAGE      AVERAGE      WEIGHTED   WEIGHTED    AVERAGE
YEAR BUILT/     NUMBER OF     CUT-OFF DATE      PRINCIPAL    MORTGAGE   REMAINING   AMORTIZATION   AVERAGE    AVERAGE   YEAR BUILT/
RENOVATED      PROPERTIES   PRINCIPAL BALANCE    BALANCE       RATE     TERM (MOS.)  TERM (MOS.)     LTV        DSCR     RENOVATED
-------------- ------------ -----------------  ------------ ----------  ----------- ------------  ---------- ---------- -----------
<S>             <C>          <C>                <C>          <C>         <C>         <C>           <C>        <C>       <C>
Pre 1970 .....       96       $  158,228,320        14.2%      8.108%       124           374         37%        4.92x      1941
1970 -1974 ...        6           30,333,145         2.7       7.934        111           330         61         2.17       1973
1975 -1979 ...        3            3,577,499          .3       7.220        188           237         20         5.07       1976
1980 -1984 ...        9           36,926,716         3.3       8.390         91           348         69         1.28       1983
1985 -1987 ...       13          122,560,396        11.0       8.041        106           358         63         1.62       1986
1988 -1990 ...       16          132,804,418        11.9       8.259        109           345         67         1.34       1989
1991 -1994 ...       10           53,372,800         4.8       8.467        113           347         70         1.33       1994
1995 -1997 ...       22          185,547,905        16.7       8.138        111           314         52         1.80       1996
1998 -2000 ...       52          388,648,617        35.0       8.354        119           333         71         1.30       1999
                    ---       --------------       -----       -----        ---           ---         --         ----       ----
TOTAL ........      227       $1,111,999,815       100.0%      8.229%       114           341         61%        1.97x      1986
                    ===       ==============       =====
</TABLE>

                                      S-102
<PAGE>
                     MORTGAGE PROPERTIES BY PROPERTY TYPE

<TABLE>
<CAPTION>

                                                              PERCENT BY WEIGHTED  WEIGHTED    WEIGHTED
                                               CUT-OFF DATE    CUT-OFF    AVERAGE   AVERAGE     AVERAGE    WEIGHTED  WEIGHTED
                                   NUMBER OF     PRINCIPAL    PRINCIPAL  MORTGAGE  REMAINING AMORTIZATION  AVERAGE   AVERAGE
  PROPERTY TYPE                    PROPERTIES     BALANCE      BALANCE     RATE      TERM        TERM        LTV       DSCR
----------------  --------------- ----------  -------------- ----------  -------- ---------  ------------ --------  --------
<S>               <C>             <C>         <C>            <C>         <C>      <C>        <C>          <C>       <C>
Office                                 25     $  308,008,141     27.7%     8.201%     115         334         58%      1.62X
----------------  --------------- ----------  -------------- ----------  -------- ---------  ------------ --------  --------
Retail               Anchored          27        216,340,785     19.5      7.937      109         342         73       1.28
                     Unanchored         6         17,406,792      1.6      8.320      113         348         75       1.28
* Retail                               33        233,747,577       21      7.966      109         342         74       1.28
----------------  --------------- ----------  -------------- ----------  -------- ---------  ------------ --------  --------
Coop Residential                       95        134,109,511     12.1      8.010      128         388         27       6.06
----------------  --------------- ----------  -------------- ----------  -------- ---------  ------------ --------  --------
Mixed Use                              12        109,183,685      9.8      8.157      103         344         67       1.33
----------------  --------------- ----------  -------------- ----------  -------- ---------  ------------ --------  --------
Industrial                             14        104,556,649      9.4      8.327      118         333         68       1.27
----------------  --------------- ----------  -------------- ----------  -------- ---------  ------------ --------  --------
Lodging           Full Service          6         65,989,935      5.9      9.148      116         296         61       1.52
                  Extended Stay         5         14,244,827      1.3      8.250      102         282         54       1.51
                  Limited Service       4         14,229,918      1.3      9.260      113         293         69       1.45
* Lodging                              15         94,464,680      8.5      9.029      113         293         61       1.51
----------------  --------------- ----------  -------------- ----------  -------- ---------  ------------ --------  --------
Multifamily                            23         90,171,440      8.1      8.402      116         351         72        1.3
----------------  --------------- ----------  -------------- ----------  -------- ---------  ------------ --------  --------
Other             MHC(3)                5         18,221,004      1.6      7.851      110         343         76       1.18
                  Assisted Living       3         14,310,609      1.3      9.130      119         299         56       1.33
                  Self Storage          2          5,226,520      0.5      8.162      112         287         60       1.43
* Other                                10         37,758,133      3.4      8.379      114         319         66       1.27
----------------  --------------- ----------  -------------- ----------  -------- ---------  ------------ --------  --------
TOTAL                                 227     $1,111,999,815      100%     8.229%     114         341         61%      1.97X
================  =============== ==========  ============== ==========  ======== =========  ============ ========  ========


<CAPTION>
                                                                  WEIGHTED
                                                                   AVERAGE
                                                LOAN   WEIGHTED     YEAR
                                    PROPERTY    PER     AVERAGE    BUILT/
  PROPERTY TYPE                     SIZE(1)     SIZE   OCCUP.(2)  RENOVATED
----------------  ---------------  ---------  ------   --------  ---------
<S>               <C>              <C>        <C>      <C>       <C>
Office                              5,066,137  $   104      99%      1992
----------------  ---------------   ---------  ------   --------  ---------
Retail               Anchored       2,742,529       79      97       1994
                     Unanchored       182,863       95      96       1988
* Retail                            2,925,392       80      97       1993
----------------  ---------------   ---------  ------   --------  ---------
Coop Residential                        5,356   25,039     NAP       1944
----------------  ---------------   ---------  ------   --------  ---------
Mixed Use                                 NAP      NAP     NAP       1992
----------------  ---------------   ---------  ------   --------  ---------
Industrial                          3,158,970       33      98       1981
----------------  ---------------   ---------  ------   --------  ---------
Lodging           Full Service          1,309   50,412      68       1995
                  Extended Stay           712   20,007      82       1996
                  Limited Service         372   38,252      71       1996
* Lodging                               2,393   39,475      71       1996
----------------  ---------------   ---------  ------   --------  ---------
Multifamily                             3,006   29,997      96       1992
----------------  ---------------   ---------  ------   --------  ---------
Other             MHC(3)                1,028   17,725      94       1980
                  Assisted Living         204   70,150      90       1998
                  Self Storage        131,482       40      86       1997
* Other                               132,714      285      92       1989
----------------  ---------------   ---------  ------   --------  ---------
TOTAL                                     NAP      NAP      95%      1986
================  ===============   =========  ======   ========  =========

</TABLE>

------------
(1)    Property Size refers to total leasable square feet with respect to
       retail, office and industrial/warehouse properties and self-storage
       properties, number of units with respect to multifamily properties and
       the manufactured housing communities, number of guest rooms with
       respect to each hospitality property and the number of beds with
       respect to each senior housing property.
(2)    Weighted average of the occupancy percentages for the corresponding
       property type determined on the basis of the individual occupancy set
       forth on Annex A.
(3)    Manufactured Housing Communities.

                                      S-103
<PAGE>
                     RANGE OF CUT-OFF PRINCIPAL BALANCES

<TABLE>
<CAPTION>
                               NUMBER       CUT-OFF      PERCENT BY    WEIGHTED    WEIGHTED      WEIGHTED
                             OF LOANS/        DATE         CUT-OFF     AVERAGE     AVERAGE       AVERAGE     WEIGHTED     WEIGHTED
RANGE OF CUT-OFF                LOAN       PRINCIPAL      PRINCIPAL    MORTGAGE   REMAINING    AMORTIZATION   AVERAGE     AVERAGE
PRINCIPAL BALANCES             POOLS        BALANCE        BALANCE       RATE    TERM (MOS.)   TERM (MOS.)      LTV         DSCR
--------------------------  ----------- --------------  ------------ ----------  ----------- --------------  ----------  ----------
<S>                         <C>         <C>             <C>          <C>         <C>         <C>             <C>         <C>
$500,000 or less ..........      34      $    8,740,356        .8%      7.750%       126           267           20%      8.29x
$500,000+ -1,000,000  .....      20          14,527,915       1.3       8.157        147           320           29       6.85
$1,000,000+ -2,000,000  ...      39          58,404,645       5.3       8.261        129           318           48       3.57
$2,000,000+ -3,000,000  ...      33          81,866,272       7.4       8.185        126           362           53       3.59
$3,000,000+ -4,000,000  ...      15          51,818,682       4.7       8.631        111           384           57       2.53
$4,000,000+ -5,000,000  ...      12          54,709,225       4.9       8.481        118           348           66       1.88
$5,000,000+ -6,000,000  ...      10          56,210,669       5.1       8.281        110           329           67       1.34
$6,000,000+ -7,000,000  ...       9          58,664,274       5.3       8.322        112           351           60       2.16
$7,000,000+ -8,000,000  ...       7          53,043,583       4.8       8.254        140           344           66       1.54
$8,000,000+ -9,000,000  ...       4          34,243,932       3.1       8.109        107           349           73       1.32
$9,000,000+ -10,000,000  ..       2          19,856,323       1.8       7.775        110           350           75       1.18
$10,000,000+ -15,000,000  .       9         108,792,546       9.8       8.520        106           330           65       1.54
$15,000,000+ -20,000,000  .       3          56,372,895       5.1       8.318        112           329           72       1.26
$20,000,000+ -30,000,000  .       8         187,218,257      16.8       8.653        117           340           61       1.36
$30,000,000+ -40,000,000  .       2          76,862,191       6.9       7.477         97           342           60       1.43
$40,000,000+ -50,000,000  .       3         136,422,745      12.3       7.717        110           330           59       1.83
$50,000,000+ -60,000,000  .       1          54,245,305       4.9       7.990        106           349           65       1.49
                                ---      --------------     -----       -----        ---           ---           --       ----
TOTAL .....................     211      $1,111,999,815     100.0%      8.229%       114           341           61%      1.97x
                                ===      ==============     =====
</TABLE>

                           RANGE OF MORTGAGE RATES

<TABLE>
<CAPTION>
                                   CUT-OFF      PERCENT BY    WEIGHTED    WEIGHTED      WEIGHTED
                    NUMBER OF        DATE         CUT-OFF     AVERAGE     AVERAGE       AVERAGE      WEIGHTED    WEIGHTED
 RANGE OF            LOANS/       PRINCIPAL      PRINCIPAL    MORTGAGE   REMAINING    AMORTIZATION    AVERAGE    AVERAGE
MORTGAGE RATES     LOAN POOLS      BALANCE        BALANCE       RATE    TERM (MOS.)   TERM (MOS.)       LTV        DSCR
----------------  ------------ --------------  ------------ ----------  ----------- --------------  ---------- ----------
<S>               <C>          <C>             <C>          <C>         <C>         <C>             <C>        <C>
6.000% -6.999%  .        7      $   15,267,254       1.4%      6.775%       134           322           55%        4.40x
7.000% -7.499%  .       24         139,442,841      12.5       7.322        112           340           61         2.07
7.500% -7.999%  .       47         249,619,033      22.4       7.787        112           342           52         2.66
8.000% -8.499%  .       61         320,934,784      28.9       8.194        115           352           66         1.74
8.500% -8.999%  .       47         247,056,067      22.2       8.758        115           339           65         1.58
9.000% -9.499%  .       20         122,820,496      11.0       9.148        118           319           57         1.64
9.500% -9.999%  .        5          16,859,340       1.5       9.791        105           309           62         1.47
                       ---      --------------     -----       -----        ---           ---           --         ----
TOTAL ...........      211      $1,111,999,815     100.0%      8.229%       114           341           61%        1.97x
                       ===      ==============     =====
</TABLE>

                                      S-104
<PAGE>
                     RANGE OF REMAINING ANTICIPATED TERMS

<TABLE>
<CAPTION>


RANGE OF                           CUT-OFF       PERCENT BY   WEIGHTED    WEIGHTED     WEIGHTED
ANTICIPATED         NUMBER OF       DATE          CUT-OFF      AVERAGE     AVERAGE     AVERAGE        WEIGHTED   WEIGHTED
REMAINING            NOTES/       PRINCIPAL      PRINCIPAL    MORTGAGE    REMAINING  AMORTIZATION     AVERAGE    AVERAGE
 TERM              LOAN POOLS      BALANCE        BALANCE       RATE     TERM (MOS.)  TERM (MOS.)       LTV        DSCR
---------------   ------------ --------------  ------------  ----------  ----------- --------------  ---------- ----------
<S>               <C>          <C>             <C>           <C>         <C>         <C>             <C>        <C>
4+ -5 YEARS  ...        1      $    3,347,746        .3%       9.710%        58           358           50%        1.27X
5+ -6 YEARS  ...        1          12,175,969       1.1        8.520         72           348           69         1.26
7+ -8 YEARS  ...        5         108,074,685       9.7        7.330         95           338           64         1.48
8+ -9 YEARS  ...       39         215,728,704      19.4        7.908        104           333           66         1.50
9+ -10 YEARS  ..      131         729,046,758      65.6        8.462        115           350           60         2.06
13+ -14 YEARS  .        6           2,262,799        .2        7.843        168           168           18         5.84
14+ -15 YEARS  .       19          19,669,294       1.8        8.322        172           217           35         4.15
18+ -19 YEARS  .        1           2,622,627        .2        7.150        217           217           20         4.76
19+ -20 YEARS  .        6           8,439,698        .8        8.311        234           234           18         8.43
23+ -24 YEARS  .        1           2,728,163        .2        6.900        287           287           78         1.22
24+ -25 YEARS  .        1           7,903,372        .7        7.310        290           290           74         1.22
                      ---      --------------     -----        -----        ---           ---           --         ----
TOTAL ..........      211      $1,111,999,815     100.0%       8.229%       114           341           61%        1.97X
                      ===      ==============     =====

<CAPTION>
                                     WEIGHTED
RANGE OF               WEIGHTED       AVERAGE
ANTICIPATED            AVERAGE       REMAINING
REMAINING             REMAINING      LOCK-OUT +
 TERM                  LOCK-OUT    YIELD MAINT.
---------------       -----------  ------------
<S>                   <C>           <C>
4+ -5 YEARS  ...           51            51
5+ -6 YEARS  ...           68            68
7+ -8 YEARS  ...           89            89
8+ -9 YEARS  ...           98           101
9+ -10 YEARS  ..          110           110
13+ -14 YEARS  .          164           164
14+ -15 YEARS  .          158           158
18+ -19 YEARS  .          156           156
19+ -20 YEARS  .          230           230
23+ -24 YEARS  .          106           106
24+ -25 YEARS  .          110           170
                          ---           ---
TOTAL ..........          107           108

</TABLE>


                                      S-105
<PAGE>
                        ANTICIPATED REPAYMENT BY YEAR

<TABLE>
<CAPTION>
                  NUMBER       CUT-OFF      PERCENT BY    WEIGHTED    WEIGHTED      WEIGHTED
ANTICIPATED     OF LOANS/        DATE         CUT-OFF     AVERAGE     AVERAGE       AVERAGE      WEIGHTED    WEIGHTED
REPAYMENT          LOAN       PRINCIPAL      PRINCIPAL    MORTGAGE   REMAINING    AMORTIZATION    AVERAGE    AVERAGE
 BY YEAR          POOLS        BALANCE        BALANCE       RATE    TERM (MOS.)   TERM (MOS.)       LTV        DSCR
-------------  ----------- --------------  ------------ ----------  ----------- --------------  ---------- ----------
<S>            <C>         <C>             <C>          <C>         <C>         <C>             <C>        <C>
2005 .........       1      $    3,347,746        .3%      9.710%        58           358           50%        1.27x
2006 .........       1          12,175,969       1.1       8.520         72           348           69         1.26
2008 .........       8         148,165,019      13.3       7.418         96           339           65         1.46
2009 .........      90         335,444,760      30.2       7.984        108           351           62         2.36
2010 .........      77         569,240,367      51.2       8.590        117           343           61         1.72
2014 .........      17          15,203,753       1.4       8.108        170           202           38         4.37
2015 .........       8           6,728,340        .6       8.644        176           233           22         4.21
2018 .........       1           2,622,627        .2       7.150        217           217           20         4.76
2019 .........       3           3,847,960        .3       7.897        231           231           30         3.11
2020 .........       3           4,591,738        .4       8.658        236           236            8        12.88
2024 .........       2          10,631,536       1.0       7.205        289           289           75         1.22
                   ---      --------------     -----       -----        ---           ---           --         ----
TOTAL ........     211      $1,111,999,815     100.0%      8.229%       114           341           61%        1.97x
                   ===      ==============     =====
</TABLE>

------------
The weighted average year of anticipated repayment is 2010.

                                      S-106
<PAGE>
                         YEARS OF SCHEDULED MATURITY

<TABLE>
<CAPTION>
               NUMBER       CUT-OFF       PERCENT BY   WEIGHTED    WEIGHTED      WEIGHTED
YEARS OF      OF LOANS/      DATE           CUT-OFF     AVERAGE     AVERAGE       AVERAGE      WEIGHTED   WEIGHTED
SCHEDULED       LOAN       PRINCIPAL       PRINCIPAL   MORTGAGE    REMAINING   AMORTIZATION    AVERAGE    AVERAGE
MATURITY        POOLS       BALANCE         BALANCE      RATE     TERM (MOS.)   TERM (MOS.)      LTV        DSCR
-----------  ----------- --------------  ------------ ----------  ----------- --------------  ---------- ----------
<S>          <C>         <C>             <C>          <C>         <C>         <C>             <C>        <C>
2006 .......       1      $   12,175,969       1.1%      8.520%        72           348           69%        1.26x
2008 .......       4          23,137,698       2.1       7.717         94           334           59         1.83
2009 .......      77         227,252,350      20.4       7.888        108           355           60         2.80
2010 .......      29         104,628,099       9.4       8.472        116           385           50         2.68
2014 .......      17          15,203,753       1.4       8.108        170           202           38         4.37
2015 .......       8           6,728,340        .6       8.644        176           233           22         4.21
2018 .......       1           2,622,627        .2       7.150        217           217           20         4.76
2019 .......       3           3,847,960        .3       7.897        231           231           30         3.11
2020 .......       3           4,591,738        .4       8.658        236           236            8        12.88
2024 .......       6          40,865,567       3.7       8.190        161           288           69         1.31
2025 .......      15         117,127,049      10.5       9.173        116           298           60         1.48
2028 .......       4         125,027,321      11.2       7.362         97           339           66         1.39
2029 .......      10          95,923,831       8.6       8.128        108           350           68         1.42
2030 .......      32         288,867,512      26.0       8.488        116           347           61         1.56
2031 .......       1          44,000,000       4.0       8.130        117           360           79         1.21
                 ---      --------------     -----       -----        ---           ---           --         ----
TOTAL ......     211      $1,111,999,815     100.0%      8.229%       114           341           61%        1.97x
                 ===      ==============     =====
</TABLE>

------------
The weighted average year of scheduled maturity is 2022.

                                      S-107
<PAGE>
           RANGE OF REMAINING LOCK-OUT PLUS YIELD MAINTENANCE TERMS

<TABLE>
<CAPTION>

    REMAINING
    LOCK-OUT                      CUT-OFF      PERCENT BY    WEIGHTED    WEIGHTED      WEIGHTED
    AND YIELD      NUMBER OF        DATE         CUT-OFF     AVERAGE     AVERAGE       AVERAGE      WEIGHTED    WEIGHTED
  MAINTENANCE       NOTES/       PRINCIPAL      PRINCIPAL    MORTGAGE   REMAINING    AMORTIZATION    AVERAGE    AVERAGE
     PERIODS      LOAN POOLS      BALANCE        BALANCE       RATE    TERM (MOS.)   TERM (MOS.)       LTV        DSCR
---------------  ------------ --------------  ------------ ----------  ----------- --------------  ---------- ----------
<S>              <C>          <C>             <C>          <C>         <C>         <C>             <C>        <C>
4+ -5 YEARS  ...        1      $    3,347,746        .3%      9.710%        58           358           50%        1.27X
5+ -6 YEARS  ...        2          19,521,290       1.8       8.396         79           342           57         1.82
6+ -7 YEARS  ...        1           2,317,146        .2       7.980        112           352           11         9.84
7+ -8 YEARS  ...       13         158,889,495      14.3       7.377         98           353           62         2.30
8+ -9 YEARS  ...       80         329,206,643      29.6       8.059        110           351           64         1.91
9+ -10 YEARS  ..       82         559,118,741      50.3       8.574        117           339           61         1.70
11+ -12 YEARS  .        2           3,311,090        .3       8.358        171           171           40         2.51
12+ -13 YEARS  .        1           2,622,627        .2       7.150        217           217           20         4.76
13+ -14 YEARS  .       12           9,564,968        .9       7.904        169           196           40         5.24
14+ -15 YEARS  .       11          15,660,370       1.4       7.940        233           258           48         2.82
18+ -19 YEARS  .        3           3,847,960        .3       7.897        231           231           30         3.11
19+ -20 YEARS  .        3           4,591,738        .4       8.658        236           236            8        12.88
                      ---      --------------     -----       -----        ---           ---           --         ----
TOTAL ..........      211      $1,111,999,815     100.0%      8.229%       114           341           61%        1.97X
                      ===      ==============     =====

<CAPTION>

    REMAINING                        WEIGHTED
    LOCK-OUT           WEIGHTED       AVERAGE
    AND YIELD           AVERAGE      REMAINING
  MAINTENANCE          REMAINING    LOCK-OUT +
     PERIODS           LOCK-OUT    YIELD MAINT.
---------------      -----------  --------------
<S>                  <C>                 <C>
4+ -5 YEARS  ...           51            51
5+ -6 YEARS  ...           70            70
6+ -7 YEARS  ...           76            76
7+ -8 YEARS  ...           90            92
8+ -9 YEARS  ...          101           104
9+ -10 YEARS  ..          112           112
11+ -12 YEARS  .          134           134
12+ -13 YEARS  .          156           156
13+ -14 YEARS  .          164           164
14+ -15 YEARS  .          140           171
18+ -19 YEARS  .          227           227
19+ -20 YEARS  .          232           232
                          ---           ---
TOTAL ..........          107           108

</TABLE>


                                      S-108
<PAGE>
            SPONSOR-OWNED UNITS IN THE COOPERATIVE MORTGAGE LOANS

<TABLE>
<CAPTION>
                                                                                                                         WEIGHTED
                               CUT-OFF       PERCENT BY    WEIGHTED   WEIGHTED     WEIGHTED     WEIGHTED                 AVERAGE
PERCENTAGE       NUMBER         DATE           CUT-OFF     AVERAGE     AVERAGE     AVERAGE      AVERAGE      WEIGHTED   PERCENT OF
OF SPONSOR-     OF LOANS/     PRINCIPAL       PRINCIPAL    MORTGAGE   REMAINING      LTV          LTV        AVERAGE     SPONSOR-
OWNED UNITS    LOAN POOLS      BALANCE         BALANCE      RATE     TERM (MOS.)  AS A COOP    AS A RENTAL     DSCR     OWNED UNITS
-------------  ------------ --------------  ------------ ----------  ----------- -----------  ------------- ----------  -----------
<S>            <C>          <C>             <C>          <C>         <C>         <C>          <C>           <C>          <C>
0%............      47        $ 45,974,631       34.3%      8.060%       140          18%           23%         8.93x         0%
1% -10%.......      10          16,438,043       12.3       7.985        123          18            22          7.01          8
11% -20%......       3           4,751,119        3.5       7.881        115           6            12          9.58         16
21% -30%......      11          23,354,339       17.4       8.006        130          18            25          4.46         25
31% -40%......       3           6,240,745        4.7       7.188        155          28            31          3.68         32
41% -50%......      11          20,603,900       15.4       8.369        114          28            35          3.28         45
51% -60%......       6          14,285,031       10.7       7.806         99          35            43          2.58         57
61% -70%......       1           1,212,234         .9       7.830        170          20            22          3.68         64
71% -80%......       2           1,029,282         .8       7.797        134          20            25          4.31         74
91% -100%.....       1             220,186         .2       7.700        108          34            59          1.56        100
                    --        ------------      -----       -----        ---          --            --          ----         --
TOTAL.........      95        $134,109,511      100.0%      8.010%       128          21%           27%         6.06x        22%
                    ==        ============      =====
</TABLE>

                                      S-109
<PAGE>
RANGE OF RENTAL LOAN TO VALUE RATIOS FOR RESIDENTIAL COOPERATIVE MORTGAGE
                                    LOANS

<TABLE>
<CAPTION>
                  NUMBER                    PERCENT BY    WEIGHTED    WEIGHTED    WEIGHTED      WEIGHTED
   RANGE OF     OF LOANS/    CUT-OFF DATE     CUT-OFF     AVERAGE     AVERAGE      AVERAGE      AVERAGE      WEIGHTED
    RENTAL         LOAN       PRINCIPAL      PRINCIPAL    MORTGAGE   REMAINING       LTV          LTV        AVERAGE
      LTV         POOLS        BALANCE        BALANCE       RATE        TERM      AS A COOP   AS A RENTAL      DSCR
-------------  ----------- --------------  ------------ ----------  ----------- -----------  ------------- ----------
<S>            <C>         <C>             <C>          <C>         <C>         <C>          <C>           <C>
10% or less ..      19       $ 18,360,571      13.7%       7.744%       144           5             7         16.78x
11% -20%......      23         25,373,853      18.9        8.019        128           9            14          7.94
21% -30%......      30         47,143,768      35.2        8.206        133          19            24          4.28
31% -40%......      10         21,388,826      15.9        7.700        113          29            37          2.84
41% -50%......       5          6,617,947       4.9        7.936        134          41            45          1.95
51% -60%......       6          9,228,132       6.9        7.697        110          46            55          2.00
61% -70%......       1            703,582       0.5        9.120        117          55            68          2.38
71% -80%......       1          5,292,832       3.9        8.900        115          58            72          1.36
                    --       ------------       ---        -----        ---          --            --          ----
TOTAL.........      95       $134,109,511       100%       8.010%       128          21            27          6.06x
                    ==       ============       ===
</TABLE>

     RANGE OF LTV CO-OP BASIS FOR RESIDENTIAL COOPERATIVE MORTGAGE LOANS

<TABLE>
<CAPTION>
                 NUMBER                      PERCENT BY   WEIGHTED    WEIGHTED    WEIGHTED     WEIGHTED      WEIGHTED
                 OF LOANS/   CUT-OFF DATE    CUT-OFF      AVERAGE     AVERAGE     AVERAGE      AVERAGE       AVERAGE
RANGE OF         LOAN        PRINCIPAL       PRINCIPAL    MORTGAGE    REMAINING   LTV          LTV           DSCR
LTV CO-OP BASIS  POOLS       BALANCE         BALANCE      RATE        TERM        AS A COOP    AS A RENTAL   AS A RENTAL
---------------  ----------- --------------  ------------ ----------  ----------- -----------  ------------- -------------
<S>              <C>         <C>             <C>          <C>         <C>         <C>          <C>           <C>
10% or less.....      32       $ 39,539,183       29.5%      7.862%       137           6%           11%          11.99x
11% -20%........      25         28,066,784       20.9       8.046        130          15            20            5.27
21% -30%........      23         35,384,726       26.4       8.112        131          24            30            3.46
31% -40%........       8         15,392,548       11.5       7.740        100          33            41            2.70
41% -50%........       2          3,824,388        2.9       7.787        111          47            57            2.01
51% -60%........       5         11,901,881        8.9       8.538        127          55            61            1.56
                      --       ------------      -----       -----        ---          --            --            ----
TOTAL...........      95       $134,109,511      100.0%      8.010%       128          21%           27%           6.06x
                      ==       ============      =====
</TABLE>

                                      S-110


<PAGE>


CHANGES IN MORTGAGE LOAN CHARACTERISTICS

         The description in this Prospectus Supplement of the Trust Fund and the
Mortgaged Properties is based upon the Trust Fund as expected to be constituted
at the close of business on the Cut-off Date, as adjusted for the scheduled
principal payments due on the Mortgage Loans on or before the Cut-off Date.
Prior to the issuance of the Offered Certificates, a Mortgage Loan may be
removed from the Trust Fund if the Depositor deems such removal necessary or
appropriate or if it is prepaid. This may cause the range of Mortgage Rates and
maturities as well as the other characteristics of the Mortgage Loans to vary
from those described herein.

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

                                     S-111
<PAGE>

                     DESCRIPTION OF THE OFFERED CERTIFICATES

GENERAL

         The Certificates will be issued pursuant to the Pooling and Servicing
Agreement and will represent in the aggregate the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting of: (i) the Mortgage
Loans and all payments under and proceeds of the Mortgage Loans received after
the Cut-off Date (exclusive of payments of principal and interest due on or
before the Cut-off Date); (ii) any Mortgaged Property acquired by the Special
Servicers on behalf of the Trust Fund through foreclosure or deed in lieu of
foreclosure (upon acquisition, an "REO Property"); (iii) such funds or assets as
from time to time are deposited in the Collection Account, the Distribution
Account, the Excess Interest Distribution Account (as defined herein), the
Interest Reserve Account and, if established, the REO Account; (iv) the rights
of the lender under all insurance policies with respect to the Mortgage Loans;
and (v) certain rights of the Depositor under the Mortgage Loan Purchase
Agreements relating to Mortgage Loan document delivery requirements with respect
to the Mortgage Loans and the representations and warranties of the related
Mortgage Loan Seller, FINOVA Realty Capital Inc. ("Finova"), FINOVA Capital
Corporation ("Finova Capital") or Llama Capital Mortgage Company Limited
Partnership ("Llama"), as applicable, regarding the Mortgage Loans.

         The Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2000-C1 (the "Certificates") will
consist of the following classes (each, a "Class"): (i) the Class A-1 and Class
A-2 Certificates (collectively, the "Senior Offered Certificates"); (ii) the
Class B, Class C and Class D Certificates (collectively, the "Mezzanine
Certificates" and, together with the Senior Offered Certificates, the "Offered
Certificates"), (iii) the Class A-X Certificates (the "Senior Private
Certificates"), (iv) the Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M and Class N Certificates (collectively, the "Subordinate
Private Certificates" and, together with the Senior Private Certificates, the
"Private Certificates" and together with the Offered Certificates, the "Regular
Certificates"), (v) the Class R and Class LR Certificates (together, the
"Residual Certificates") and (vi) the Class V-1 and Class V-2 Certificates. The
Mezzanine Certificates together with the Subordinate Private Certificates are
referred to herein as the "Subordinate Certificates."

         Only the Offered Certificates are offered hereby. The Class A-X, Class
E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class
V-1, Class V-2, Class R and Class LR Certificates have not been registered under
the Securities Act of 1933, as amended (the "Securities Act") and are not
offered hereby.

         The "Certificate Balance" of any Class of Regular Certificates (other
than the Class A-X Certificates) outstanding at any time represents the maximum
amount which the holders thereof 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. The Class A-X Certificates will not have a Certificate
Balance and no distributions of principal will be made thereon. With respect to
any Distribution Date, the "Notional Balance" of the Class A-X Certificates will
be equal to the aggregate Certificate Balance of the Regular Certificates (other
than the Class A-X Certificates) immediately prior to such Distribution Date.

         On each Distribution Date, the Certificate Balance of each Class of
Certificates will be reduced by any distributions of principal actually made on,
and any Collateral Support Deficit (as defined herein) actually allocated to,
such Class of Certificates on such Distribution Date and, except for the
purposes of determining Voting Rights (as defined herein) and the identity of
the Controlling Class, will be increased by the amount of any Certificate
Deferred Interest (as defined herein) allocated to such Class of Certificates on
such 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, subject to a permitted variance of plus or minus 5%,
depending on the aggregate principal balance of the Mortgage Loans actually
transferred to the Trust Fund.

         The Offered Certificates will be maintained and transferred on the
book-entry records of DTC (as defined herein) and its Participants (as defined
herein) and issued in denominations of $25,000 initial Certificate Balance and
integral multiples of $1 in excess thereof. The "Percentage Interest" evidenced
by any Regular Certificate is equal to the initial denomination thereof as of
the Closing Date, divided by the initial Certificate Balance or Notional Balance
of the Class to which it belongs.

                                     S-112
<PAGE>

         The Offered Certificates will initially be represented by one or more
global Certificates registered in the name of the nominee of DTC. The Depositor
has been informed by DTC that DTC's nominee will be Cede & Co. No Certificate
Owner will be entitled to receive a Definitive Certificate representing its
interest in such Class, except as set forth below under "--Book-Entry
Registration and Definitive Certificates." 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 Participants, and all references herein 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 its Participants in accordance with DTC procedures.

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

BOOK-ENTRY REGISTRATION AND DEFINITIVE CERTIFICATES

         General. Holders of Offered Certificates may hold their Certificates
through the book-entry facilities of The Depository Trust Company ("DTC"), or
through Clearstream Banking, societe anonyme (formerly Cedelbank, "Clearstream,
Luxembourg") or the Euroclear System ("Euroclear"), if they are participants of
such systems, or indirectly through organizations which are participants in such
systems. As to any such class of Offered Certificates, the record holder of such
Certificates will be DTC's nominee. Clearstream, Luxembourg and Euroclear will
hold omnibus positions on behalf of their participants through customers'
securities accounts in Clearstream, Luxembourg's and Euroclear's names on the
books of their respective depositories (the "Depositories"), which in turn will
hold such positions in customers' securities accounts in Depositories' names on
the books of DTC. 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
("DTC Participants" and, together with Clearstream, Luxembourg and Euroclear
participating organizations, the "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
National Association of Securities Dealers, Inc. 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 Direct Participant,
either directly or indirectly ("Indirect Participants"). The rules applicable to
DTC and its Participants are on file with the Commission.

         DTC has informed its participants and other members of the financial
community that it has developed and is implementing a program so that its
systems continue to function appropriately to provide timely payment of
distributions, including principal and income payments, to securityholders,
book-entry deliveries and settlement of trades within DTC.

         Because of time zone differences, the securities account of a
Clearstream, Luxembourg Participant or Euroclear Participant (each as defined
below) as a result of a transaction with a DTC Participant (other than a
depository holding on behalf of Clearstream, Luxembourg or Euroclear) will be
credited during the securities settlement processing day (which must be a
business day for Clearstream, Luxembourg or Euroclear, as the case may be)
immediately following the DTC settlement date. Such credits or any transactions
in such securities settled during such processing will be reported to the
relevant Euroclear Participant or Clearstream, Luxembourg Participant on such
business day. Cash received in Clearstream, Luxembourg or Euroclear as a result
of sales of securities by or through a Clearstream, Luxembourg Participant or
Euroclear Participant to a DTC Participant (other than the depository for
Clearstream, Luxembourg or Euroclear) will be received with value on the DTC
settlement date, but will be available in the relevant Clearstream, Luxembourg
or Euroclear cash account only as of the business day following settlement in
DTC. For additional information regarding clearance and settlement procedures
for the Offered Certificates and for information with respect to tax
documentation procedures relating to the Offered Certificates, see Annex E
hereto.

                                     S-113

<PAGE>

         Transfers between Participants will occur in accordance with the rules,
regulations and procedures creating and affecting DTC and its operations (the
"Rules"). Transfers between Clearstream, Luxembourg Participants or Euroclear
Participants will occur in accordance with their respective rules and operating
procedures.

         Cross-market transfers between persons holding directly or indirectly
through DTC, on the one hand, and directly or indirectly through Clearstream,
Luxembourg Participants or Euroclear Participants, on the other, will be
effected in DTC in accordance with the Rules on behalf of the relevant European
international clearing system by the relevant Depository; however, such
cross-market transactions will require delivery of instructions to the relevant
European international clearing system by the counterparty in such system in
accordance with its rules and procedures and within its established deadlines
(European time). The relevant European international clearing system will, if
the transaction meets its settlement requirements, deliver instructions to its
Depository to take action to effect final settlement on its behalf by delivering
or receiving securities in DTC, and making or receiving payment in accordance
with normal procedures for same day funds settlement applicable to DTC.
Clearstream, Luxembourg Participants or Euroclear Participants may not deliver
instructions directly to the Depositories.

         Clearstream, Luxembourg, as a professional depository, holds securities
for its participating organizations ("Clearstream, Luxembourg Participants") and
facilitates the clearance and settlement of securities transactions between
Clearstream, Luxembourg Participants through electronic book-entry changes in
accounts of Clearstream, Luxembourg Participants, thereby eliminating the need
for physical movement of certificates. As a professional depository,
Clearstream, Luxembourg is subject to regulation by the Luxembourg Monetary
Institute.

         Euroclear was created to hold securities for participants of Euroclear
("Euroclear Participants") and to clear and settle transactions between
Euroclear Participants through simultaneous electronic book-entry delivery
against payment, thereby eliminating the need for physical movement of
certificates and any risk from lack of simultaneous transfers of securities and
cash. Euroclear is operated by the Brussels, Belgium office of Morgan Guaranty
Trust Company of New York (the "Euroclear Operator"), under contract with
Euroclear Clearance Systems S.C., a Belgian cooperative corporation (the
"Clearance Cooperative"). All operations are conducted by the Euroclear
Operator, and all Euroclear securities clearance accounts and Euroclear cash
accounts are accounts with the Euroclear Operator, not the Clearance
Cooperative. The Clearance Cooperative establishes policies for Euroclear on
behalf of Euroclear Participants. The Euroclear Operator is the Belgian branch
of a New York banking corporation which is a member bank of the Federal Reserve
System. As such, it is regulated and examined by the Board of Governors of the
Federal Reserve System and the New York State Banking Department, as well as the
Belgian Banking Commission. Securities clearance accounts and cash accounts with
the Euroclear Operator are governed by the Terms and Conditions Governing Use of
Euroclear and the related Operating Procedures of the Euroclear System and
applicable Belgian law (collectively, the "Terms and Conditions"). The Terms and
Conditions govern transfers of securities and cash within Euroclear, withdrawals
of securities and cash from Euroclear, and receipts of payments with respect to
securities in Euroclear. All securities in Euroclear are held on a fungible
basis without attribution of specific certificates to specific securities
clearance accounts.

         Purchases of Certificates under the DTC system ("Book-Entry
Certificates") must be made by or through Direct Participants, which will
receive a credit for the Book-Entry Certificates on DTC's records. The ownership
interest of each actual purchaser of a Book-Entry Certificate (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 such transactions, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through
which each Certificate Owner entered into the transaction. Transfers of
ownership interests in the Book-Entry Certificates are to be accomplished by
entries made on the books of 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 such 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.

                                     S-114

<PAGE>

         Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Certificate Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.

         Distributions on the Book-Entry Certificates will be made to DTC. DTC's
practice is to credit Direct Participants' accounts on the related Distribution
Date in accordance with their respective holdings shown on DTC's records unless
DTC has reason to believe that it will not receive payment on such date.
Disbursement of such distributions by 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 each such Participant (and not
of DTC, the Depositor or any Trustee or Servicer), subject to any statutory or
regulatory requirements as may be in effect from time to time. Under a
book-entry system, Certificate Owners may receive payments after the related
Distribution Date.

         The only holder of the Offered Certificates (the "Certificateholder")
will be the nominee of DTC, and the Certificate Owners will not be recognized as
Certificateholders under the Pooling and Servicing Agreement. Certificate Owners
will be permitted to exercise the rights of Certificateholders under the Pooling
and Servicing Agreement only indirectly through the Participants, which 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 the Pooling and
Servicing Agreement only at the direction of one or more Participants to whose
account with DTC interests in the Book-Entry Certificates are credited.

         Because DTC can act only on behalf of Participants, which in turn act
on behalf of Indirect Participants and certain Certificate Owners, the ability
of a Certificate Owner to pledge its interest in Book-Entry Certificates to
persons or entities that do not participate in the DTC system, or otherwise take
actions in respect of its interest in Book-Entry Certificates, may be limited
due to the lack of a physical certificate evidencing such interest.

         Certificate Owners that are not Direct Participants 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
Participants and Indirect Participants. In addition, Certificate Owners will
receive all distributions of principal and of interest on the Offered
Certificates from the Trustee through DTC and its Direct Participants and
Indirect Participants. Accordingly, Certificate Owners may experience delays in
their receipt of payments. Unless and until Definitive Certificates are issued,
it is anticipated that the only registered Certificateholder of the Offered
Certificates will be Cede & Co., as nominee of DTC. Except as otherwise provided
under "The Pooling and Servicing Agreement--Reports to Certificateholders;
Available Information" below, Certificate Owners will not be recognized by the
Certificate Registrar (as defined herein), the Trustee, the Special Servicers or
the Servicers as Certificateholders, as such term is used in the Pooling and
Servicing Agreement, 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 Participants and
Indirect Participants.

         Under 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
Participants 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 and transmit such 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.

         None of the Depositor, the Servicers, the Certificate Registrar, the
Underwriters, the Special Servicers or the Trustee will have any liability for
any actions taken by DTC or its nominee, 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 such beneficial ownership interest.

         Although DTC, Clearstream, Luxembourg and Euroclear have agreed to the
foregoing procedures in order to facilitate transfers of the Offered
Certificates among Participants of DTC, Clearstream, Luxembourg and

                                     S-115
<PAGE>

Euroclear, they are under no obligation to perform or continue to perform such
procedures and such procedures may be discontinued at any time.

         Definitive Certificates. Certificates initially issued in book-entry
form will be issued in fully registered, certificated form to Certificate Owners
or their nominees ("Definitive Certificates"), rather than to DTC or its
nominee, only if (i) the Depositor advises the Trustee in writing that DTC is no
longer willing or able to discharge properly its responsibilities as depository
with respect to such Certificates and the Depositor is unable to locate a
qualified successor, (ii) the Depositor, at its option, elects to terminate the
book-entry system through DTC with respect to such Certificates or (iii) the
Trustee determines that Definitive Certificates are required because the Trustee
has instituted or has been directed to institute judicial proceeding in a court
to enforce the rights of the Certificateholders under the Certificates, and the
Trustee has been advised by counsel that in connection with such proceeding it
is necessary or appropriate for the Trustee to obtain possession of all or any
portion of those Certificates evidenced in book-entry form. Upon the occurrence
of any of the events described in the preceding sentence, the Trustee 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 Definitive Certificates
representing the Offered Certificates and upon receipt of instructions from DTC
for re-registration, the Certificate Registrar and the Authenticating Agent (as
defined herein) will reissue the Offered Certificates as Definitive Certificates
issued in the respective Certificate Balances owned by individual Certificate
Owners, and thereafter the Certificate Registrar, the Trustee, the Special
Servicers and the Servicers will recognize the holders of such Definitive
Certificates as Certificateholders under the Pooling and Servicing Agreement.

DISTRIBUTIONS

         Method, Timing and Amount. Distributions on the Certificates will be
made by the Trustee, to the extent of available funds, on the 4th Business Day
(as defined below) after the Determination Date in each month commencing in
August 2000 (each, a "Distribution Date"). The "Determination Date" is the 11th
day of the month or, if such 11th day is not a Business Day, the Business Day
immediately following such 11th day. All such distributions (other than the
final distribution on any Certificate) will be made to the Certificateholders in
whose names the Certificates are registered at the close of business on each
Record Date. A "Business Day" is any day other than a Saturday, a Sunday or any
day in which banking institutions in the States of New York, California,
Maryland, Georgia, Minnesota or Florida are authorized or obligated by law,
executive order or governmental decree to close. With respect to any
Distribution Date, the "Record Date" will be the close of business on the last
business day of the month immediately preceding the month in which such
Distribution Date occurs. Each such distribution will be made by wire transfer
in immediately available funds to the account specified by the Certificateholder
at a bank or other entity having appropriate facilities therefor, if such
Certificateholder has provided the Trustee 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) and is the registered owner of Certificates with an aggregate
initial Certificate Balance or Notional Balance, as the case may be, of at least
$5,000,000, or otherwise by check mailed to such Certificateholder. The final
distribution on any Certificate will be made in like manner, but only upon
presentation and surrender of such Certificate at the location that will be
specified in a notice of the pendency of such final distribution. All
distributions made with respect to a Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class based on their respective
Percentage Interests.

         Each Servicer will establish and maintain, or cause to be established
and maintained, one or more accounts (each, a "Collection Account" and
collectively, the "Collection Accounts") as described in the Pooling and
Servicing Agreement. Each Servicer is required to deposit in its respective
Collection 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 their
related Mortgage Loans (including, without limitation, insurance and
condemnation proceeds and liquidation proceeds), and will be permitted to make
withdrawals therefrom as set forth in the Pooling and Servicing Agreement.

         The Trustee will establish and maintain one or more accounts (the
"Distribution Account") in the name of the Trustee and for the benefit of the
Certificateholders. On each Distribution Date, the Trustee will apply amounts on
deposit in the Distribution Account (which will include all funds that were
remitted by each Servicer from the Collection Account plus, among other things,
any P&I Advances remitted to the Trustee by the Servicers, less

                                     S-116

<PAGE>

applicable fees and amounts, if any, distributable to the Residual Certificates
as set forth in the Pooling and Servicing Agreement) generally to make
distributions of interest and principal from the Available Distribution Amount
(as defined herein) to the holders of Certificates as described herein. Each of
the Collection Account and the Distribution Account will conform to certain
eligibility requirements set forth in the Pooling and Servicing Agreement.

         The aggregate amount available from the Mortgage Loans for distribution
to the holders of Offered Certificates on each Distribution Date (the "Available
Distribution Amount") will, in general, equal the sum of the following amounts:

         (a) the total amount of all cash received on the Mortgage Loans and any
related REO Properties that is on deposit in the Collection Accounts as of the
Business Day preceding the related Servicer Remittance Date (as defined herein),
exclusive of:

           (i) all Monthly Payments collected but due on a Due Date subsequent
               to the related Due Period (as defined herein),

          (ii) all principal prepayments, Balloon Payments, liquidation
               proceeds, insurance and condemnation proceeds and other
               unscheduled recoveries received subsequent to the related
               Determination Date,

         (iii) all amounts that are due or reimbursable to (x) any person other
               than the Certificateholders and (y) the Class V-1 or Class V-2
               Certificates,

          (iv) all Prepayment Premiums and Yield Maintenance Charges,

           (v) all net investment income on the funds in the Collection Accounts
               and certain other accounts,

          (vi) all Withheld Amounts (as defined herein) relating to a subsequent
               Distribution Date and

         (vii) all amounts deposited in any Collection Account in error;

         (b) all P&I Advances made with respect to such Distribution Date by
each Servicer or the Trustee, as applicable, with respect to the Mortgage Loans
(net of certain amounts that are due or reimbursable to persons other than the
Certificateholders); and

         (c) all funds released from the Interest Reserve Account (as defined
herein) for distribution on such Distribution Date. See "Description of the
Certificates--Accounts" in the Prospectus.

         The "Due Period" for each Distribution Date will be the period
beginning on the day following the Determination Date in the month immediately
preceding the month in which such Distribution Date occurs and ending at the
close of business on the Determination Date of the month in which such
Distribution Date occurs.

         Pass-Through Rates. The Pass-Through Rate applicable to each Class of
Offered Certificates for any Distribution Date will equal the rates per annum
specified below under "--Definitions." Interest will accrue for each Class of
Certificates during the related Interest Accrual Period (as defined herein).

         Interest Distributions. On each Distribution Date, to the extent of the
Available Distribution Amount and subject to the distribution priorities
described below under "--Priority of Distributions," each Class of Offered
Certificates will be entitled to receive distributions of interest in an
aggregate amount equal to the Monthly Interest Distribution Amount (as defined
herein) with respect to such Class for such Distribution Date and, to the extent
not previously paid, for all prior Distribution Dates. No interest will accrue
on such overdue amounts. Interest will accrue with respect to the Certificates
on the basis of a 360-day year consisting of twelve 30-day months.

         Principal Distributions. On each Distribution Date, to the extent of
the Available Distribution Amount remaining after all prior distributions on
such Distribution Date made in accordance with the distribution priorities
described below under "--Priority of Distributions," the Classes of Offered
Certificates will be entitled to

                                     S-117
<PAGE>

distributions of principal sequentially as described below (until the
Certificate Balance of each such Class of Certificates is reduced to zero) in an
aggregate amount up to the Principal Distribution Amount (as defined herein) for
such Distribution Date.

         Priority of Distributions. On each Distribution Date, unless the
principal balances of the Private Certificates and the Mezzanine Certificates
have been reduced to zero by the allocation of Collateral Support Deficits, the
Trustee will apply amounts on deposit in the Distribution Account, to the extent
of the Available Distribution Amount for such Distribution Date, in the
following order of priority:

           (i) concurrently, to Class A-1, Class A-2 and Class A-X Certificates,
               pro rata, up to the Optimal Interest Distribution Amounts for
               such Classes for such Distribution Date;

          (ii) to the Class A-1 and Class A-2 Certificates, in reduction of the
               Certificate Balances thereof, an amount up to the Principal
               Distribution Amount for such Distribution Date, in the following
               order of priority:

               first, to the Class A-1 Certificates, until the Certificate
               Balance thereof has been reduced to zero; and

               second, to the Class A-2 Certificates, until the Certificate
               Balance thereof has been reduced to zero;

         (iii) to the Class A-1 and Class A-2 Certificates, pro rata (based on
               the aggregate unreimbursed Collateral Support Deficit previously
               allocated to each such Class), until all amounts of such
               Collateral Support Deficit (as defined herein) previously
               allocated to such Classes, but not previously reimbursed, have
               been reimbursed in full; and

          (iv) to the Mezzanine Certificates and Private Certificates, in the
               following order of priority:

               (A) to the Class B Certificates, in respect of interest, up to
          the Optimal Interest Distribution Amount for such Class for such
          Distribution Date;

               (B) to the Class B Certificates, in reduction of the Certificate
          Balance thereof, an amount up to the Remaining Principal Distribution
          Amount (as defined herein) for such Distribution Date until such
          Certificate Balance has been reduced to zero;

               (C) 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;

               (D) to the Class C Certificates, in respect of interest, up to
          the Optimal Interest Distribution Amount for such Class for such
          Distribution Date;

               (E) to the Class C Certificates, in reduction of the Certificate
          Balance thereof, an amount up to the Remaining Principal Distribution
          Amount for such Distribution Date until such Certificate Balance has
          been reduced to zero;

               (F) 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;

               (G) to the Class D Certificates, in respect of interest, up to
          the Optimal Interest Distribution Amount for such Class for such
          Distribution Date;

               (H) to the Class D Certificates, in reduction of the Certificate
          Balance thereof, an amount up to the Remaining Principal Distribution
          Amount for such Distribution Date until such Certificate Balance has
          been reduced to zero;

                                     S-118
<PAGE>

               (I) 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;

               (J) to the Class E Certificates, in respect of interest, up to
          the Optimal Interest Distribution Amount for such Class for such
          Distribution Date;

               (K) to the Class E Certificates, in reduction of the Certificate
          Balance thereof, an amount up to the Remaining Principal Distribution
          Amount for such Distribution Date until such Certificate Balance has
          been reduced to zero;

               (L) 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;

               (M) to the Class F Certificates, in respect of interest, up to
          the Optimal Interest Distribution Amount for such Class for such
          Distribution Date;

               (N) to the Class F Certificates, in reduction of the Certificate
          Balance thereof, an amount up to the Remaining Principal Distribution
          Amount for such Distribution Date until such Certificate Balance has
          been reduced to zero;

               (O) 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;

               (P) to the Class G Certificates, in respect of interest, up to
          the Optimal Interest Distribution Amount for such Class for such
          Distribution Date;

               (Q) to the Class G Certificates, in reduction of the Certificate
          Balance thereof, an amount up to the Remaining Principal Distribution
          Amount for such Distribution Date until such Certificate Balance has
          been reduced to zero;

               (R) 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;

               (S) to the Class H Certificates, in respect of interest, up to
          the Optimal Interest Distribution Amount for such Class for such
          Distribution Date;

               (T) to the Class H Certificates, in reduction of the Certificate
          Balance thereof, an amount up to the Remaining Principal Distribution
          Amount for such Distribution Date until such Certificate Balance has
          been reduced to zero;

               (U) 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;

               (V) to the Class J Certificates, in respect of interest, up to
          the Optimal Interest Distribution Amount for such Class for such
          Distribution Date;

               (W) to the Class J Certificates, in reduction of the Certificate
          Balance thereof, an amount up to the Remaining Principal Distribution
          Amount for such Distribution Date until such Certificate Balance has
          been reduced to zero;

               (X) 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;

               (Y) to the Class K Certificates, in respect of interest, up to
          the Optimal Interest Distribution Amount for such Class for such
          Distribution Date;

                                     S-119
<PAGE>

               (Z) to the Class K Certificates, in reduction of the Certificate
          Balance thereof, an amount up to the Remaining Principal Distribution
          Amount for such Distribution Date until such Certificate Balance has
          been reduced to zero;

               (AA) 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;

               (BB) to the Class L Certificates, in respect of interest, up to
          the Optimal Interest Distribution Amount for such Class for such
          Distribution Date;

               (CC) to the Class L Certificates, in reduction of the Certificate
          Balance thereof, an amount up to the Remaining Principal Distribution
          Amount for such Distribution Date until such Certificate Balance has
          been reduced to zero;

               (DD) 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;

               (EE) to the Class M Certificates, in respect of interest, up to
          the Optimal Interest Distribution Amount for such Class for such
          Distribution Date;

               (FF) to the Class M Certificates, in reduction of the Certificate
          Principal Balance thereof, an amount up to the Remaining Principal
          Distribution Amount for such Distribution Date until such Certificate
          Balance has been reduced to zero;

               (GG) 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;

               (HH) to the Class N Certificates, in respect of interest, up to
          the Optimal Interest Distribution Amount for such Class on such
          Distribution Date;

               (II) to the Class N Certificates, in reduction of the Certificate
          Balance thereof, an amount up to the Remaining Principal Distribution
          Amount for such Distribution Date until such Certificate Balance has
          been reduced to zero;

               (JJ) 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; and

               (KK) to the Class R and Class LR Certificates, any remaining
          amounts in the Upper-Tier REMIC and the Lower-Tier REMIC,
          respectively.

         Notwithstanding the foregoing, on each Distribution Date occurring on
or after the date on which the principal balances of the Mezzanine Certificates
and Subordinate Private Certificates have been reduced to zero by the
application of Collateral Support Deficits thereto, the Trustee will apply
amounts on deposit in the Distribution Account in the following order of
priority: (i) concurrently, to the Class A-1, Class A-2 and Class A-X
Certificates, pro rata, in respect of interest; (ii) to the Class A-1 and Class
A-2 Certificates, pro rata, in reduction of the Certificate Balances thereof,
until the Certificate Balance of each such Class has been reduced to zero; and
(iii) to the Class A-1 and Class A-2 Certificates, pro rata (based on the
aggregate unreimbursed Collateral Support Deficit previously allocated to such
Class), until all amounts of such Collateral Support Deficit previously
allocated to such Classes but not previously reimbursed have been reimbursed in
full.

         Reimbursement of previously allocated Collateral Support Deficits 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 any such reimbursement is made.

                                     S-120

<PAGE>

     Definitions

         "Class A-1 Pass-Through Rate":  [       ]  per annum.

         "Class A-2 Pass-Through Rate":  [       ]  per annum.

         "Class A-X Pass-Through Rate": As to any Distribution Date, the per
annum rate, expressed as a percentage, obtained by dividing (i) the sum of the
products of (a) the Certificate Balance of each Class of Regular Certificates
(other than the Class A-X Certificates) and (b) the related Component Rate for
such Distribution Date by (ii) the sum of all such Certificate Balances.

         "Class B Pass-Through Rate": As to any Distribution Date, a per annum
rate equal to the Weighted Average Net Mortgage Rate for such Distribution Date
minus [ ].

         "Class C Pass-Through Rate": As to any Distribution Date, a per annum
rate equal to the Weighted Average Net Mortgage Rate for such Distribution Date
minus [ ].

         "Class D Pass-Through Rate": As to any Distribution Date, a per annum
rate equal to the Weighted Average Net Mortgage Rate for such Distribution Date
minus [ ].

         "Class E Pass-Through Rate": As to any Distribution Date, the Weighted
Average Net Mortgage Rate for such Distribution Date.

         "Class F Pass-Through Rate": As to any Distribution Date, the Weighted
Average Net Mortgage Rate for such Distribution Date.

         "Class G Pass-Through Rate": As to any Distribution Date, a per annum
rate equal to [_]%.

         "Class H Pass-Through Rate": As to any Distribution Date, a per annum
rate equal to [_]%.

         "Class J Pass-Through Rate": As to any Distribution Date, a per annum
rate equal to [_]%.

         "Class K Pass-Through Rate": As to any Distribution Date, a per annum
rate equal to [_]%.

         "Class L Pass-Through Rate": As to any Distribution Date, a per annum
rate equal to [_]%.

         "Class M Pass-Through Rate": As to any Distribution Date, a per annum
rate equal to [_]%.

         "Class N Pass-Through Rate": As to any Distribution Date, a per annum
rate equal to [_]%.

         "Component Rate": As to each Class of Regular Certificates, the rate
set forth below with respect thereto:

         "Class A-1 Component Rate": The amount, if any, by which the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds the Class A-1
Pass-Through Rate.

         "Class A-2 Component Rate": The amount, if any, by which the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds the Class A-2
Pass-Through Rate.

         "Class B Component Rate": [ ].

         "Class C Component Rate": [ ].

         "Class D Component Rate": [ ].

         "Class E Component Rate":  Zero.

         "Class F Component Rate":  Zero.

                                     S-121

<PAGE>

         "Class G Component Rate": The amount, if any, by which the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds the Class G
Pass-Through Rate for such Distribution Date.

         "Class H Component Rate": The amount, if any, by which the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds the Class H
Pass-Through Rate for such Distribution Date.

         "Class J Component Rate": The amount, if any, by which the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds the Class J
Pass-Through Rate for such Distribution Date.

         "Class K Component Rate": The amount, if any, by which the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds the Class K
Pass-Through Rate for such Distribution Date.

         "Class L Component Rate": The amount, if any, by which the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds the Class L
Pass-Through Rate for such Distribution Date.

         "Class M Component Rate": The amount, if any, by which the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds the Class M
Pass-Through Rate for such Distribution Date.

         "Class N Component Rate": The amount, if any, by which the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds the Class N
Pass-Through Rate for such Distribution Date.

         "Excess Rate": With respect to each ARD Loan after the related
Anticipated Repayment Date, the excess of the Revised Rate thereof over the
Mortgage Rate thereof.

         "Interest Accrual Period": As to any Distribution Date, the period
commencing on the 11th day of the calendar month preceding the month in which
such Distribution Date occurs and ending on the 10th day of the month in which
such Distribution Date occurs. Each Interest Accrual Period is deemed to consist
of 30 days.

         "Interest Shortfall Amount": As to any Distribution Date and any Class
of Regular Certificates, the amount, if any, by which the amount distributed on
such Class on such Distribution Date in respect of interest is less than the
related Optimal Interest Distribution Amount.

         "Monthly Interest Distribution Amount": As to any Distribution Date and
any Class of Regular Certificates other than the Class A-X Certificates, the
amount of interest accrued for the related Interest Accrual Period at the
related Pass-Through Rate on the Certificate Balance of such Class as of such
Distribution Date, reduced by (i) such Class's share of the Uncovered Prepayment
Interest Shortfall Amount (as defined herein) and (ii) any allocations to such
Class of any Certificate Deferred Interest (as defined herein) for such
Distribution Date. As to any Distribution Date and the Class A-X Certificates,
the amount of interest accrued during the related Interest Accrual Period at the
Class A-X Pass-Through Rate on the Notional Balance as of such Distribution
Date, reduced by such Class's share of the Uncovered Prepayment Interest
Shortfall Amount for such Distribution Date.

         "Mortgage Interest Accrual Period": With respect to any Mortgage Loan,
the period during which interest accrues pursuant to the related Mortgage Note.

         "Mortgage Pass-Through Rate": With respect to any Mortgage Loan that
provides for calculations of interest based on twelve months of 30 days each for
any Mortgage Interest Accrual Period, the Net Mortgage Rate (as defined herein)
thereof. With respect to any Mortgage Loan that provides for interest accrual on
an Actual/360 basis, (a) for any Mortgage Interest Accrual Period relating to an
Interest Accrual Period beginning in any January, February, April, June,
September and November and any December occurring in a year immediately
preceding any year that is not a leap year, the Net Mortgage Rate thereof and
(b) for any Mortgage Interest Accrual Period relating to any Interest Accrual
Period beginning in any March, May, July, August and October and any December
occurring in a year immediately preceding a year that is a leap year, the Net
Mortgage Rate thereof multiplied by a fraction whose numerator is 31 and whose
denominator is 30.

         The Mortgage Rate for purposes of calculating Mortgage Pass-Through
Rates and the Weighted Average Net Mortgage Rate will be the Mortgage Rate of
such Mortgage Loan without taking into account any reduction in the interest
rate by a bankruptcy court pursuant to a plan of reorganization or pursuant to
any of its equitable powers or any

                                      S-122
<PAGE>

reduction in the interest rate resulting from a work-out as described herein
under "The Pooling and Servicing Agreement--Modifications."

         "Net Mortgage Pass-Through Rate": With respect to any Mortgage Loan and
any Distribution Date, the Mortgage Pass-Through Rate for such Mortgage Loan for
the related Interest Accrual Period minus the sum of the related Servicing Fee
Rate and the Trustee Fee Rate (each as defined herein).

         "Net Mortgage Rate": With respect to any Interest Accrual Period and
any Mortgage Loan, a per annum rate equal to the Mortgage Rate for such Mortgage
Loan as of the Cut-off Date minus the related Primary Servicing Fee Rate.

         "Optimal Interest Distribution Amount": As to any Distribution Date and
any Class of Regular Certificates, the sum of the Monthly Interest Distribution
Amount and the Unpaid Interest Shortfall Amount (each as defined herein) for
such Class for such Distribution Date.

         "Pass-Through Rate": As to each Class of Certificates, the rate set
forth below:

                  Class A-1:         Class A-1 Pass-Through Rate
                  Class A-2:         Class A-2 Pass-Through Rate
                  Class A-X:         Class A-X Pass-Through Rate
                  Class B:           Class B Pass-Through Rate
                  Class C:           Class C Pass-Through Rate
                  Class D:           Class D Pass-Through Rate
                  Class E:           Class E Pass-Through Rate
                  Class F:           Class F Pass-Through Rate
                  Class G:           Class G Pass-Through Rate
                  Class H:           Class H Pass-Through Rate
                  Class J:           Class J Pass-Through Rate
                  Class K:           Class K Pass-Through Rate
                  Class L:           Class L Pass-Through Rate
                  Class M:           Class M Pass-Through Rate
                  Class N:           Class N Pass-Through Rate

         "Prepayment Interest Shortfall": With respect to any Distribution Date,
for each Mortgage Loan that was subject to a principal prepayment in full or in
part and which did not include a full month's interest, or as to which insurance
or condemnation proceeds were received by the applicable Servicer or the
applicable Special Servicer for application to such Mortgage Loan, in each case
after the Determination Date in the calendar month preceding such Distribution
Date but prior to the Due Date in the related Due Period, the amount of interest
that would have accrued at the Net Mortgage Pass-Through Rate for such Mortgage
Loan on the amount of such principal prepayment, insurance proceeds or
condemnation proceeds during the period commencing on the date as of which such
principal prepayment, insurance proceeds or condemnation proceeds were applied
to the unpaid principal balance of such Mortgage Loan and ending on (and
including) the day immediately preceding such Due Date.

         "Principal Distribution Amount": As to any Distribution Date, the sum
of (i) the amount collected or otherwise received on or in respect of principal
of the Mortgage Loans during the related Due Period and (ii) that portion of the
P&I Advance, if any, made in respect of principal of the Mortgage Loans with
respect to such Distribution Date.

         "Remaining Principal Distribution Amount": As to any Distribution Date
and any Class of Mezzanine Certificates or Private Certificates, the amount, if
any, by which the Principal Distribution Amount for such Distribution Date
exceeds the aggregate amount distributed in respect of principal on such
Distribution Date on all Classes senior to such Class.

         "Uncovered Prepayment Interest Shortfall Amount": As to any
Distribution Date, the sum of the Uncovered Prepayment Interest Shortfalls (as
defined below under "The Pooling and Servicing Agreement--Servicing Compensation
and Payment of Expenses"), if any, for such Distribution Date.

                                     S-123

<PAGE>

         "Unpaid Interest Shortfall Amount": As to the first Distribution Date
and any Class of Regular Certificates, zero. As to any Distribution Date after
the first Distribution Date and any Class of Regular Certificates, the amount,
if any, by which the sum of the Interest Shortfall Amounts for such Class for
prior Distribution Dates exceeds the sum of the amounts distributed on such
Class on prior Distribution Dates in respect of such Interest Shortfall Amounts.

         "Unscheduled Payments of Principal": Principal prepayments, Liquidation
Proceeds (as defined herein), insurance proceeds, condemnation awards and any
other unscheduled recoveries of principal.

         "Weighted Average Net Mortgage Rate": As to any Distribution Date, the
average, as of such Distribution Date, of the Net Mortgage Pass-Through Rates of
the Mortgage Loans, weighted by the Stated Principal Balances (as defined
herein) thereof.

         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 such Mortgage Loan ultimately due and
payable to the Certificateholders. The "Stated Principal Balance" of each
Mortgage Loan will initially equal the Cut-off Date balance thereof and, on each
Distribution Date, will be reduced by the portion of the Principal Distribution
Amount for such date that is attributable to such Mortgage Loan. The Stated
Principal Balance of a Mortgage Loan may also be reduced in connection with any
forced reduction of the actual unpaid principal balance thereof imposed by a
court presiding over a bankruptcy proceeding in which the related borrower is
the debtor. See "Certain Legal Aspects of the Mortgage Loans--Bankruptcy Laws"
in the Prospectus. If any Mortgage Loan is paid in full or such Mortgage Loan
(or any Mortgaged Property acquired in respect thereof) is otherwise liquidated,
then, as of the first Distribution Date that follows the end of the Due Period
in which such payment in full or liquidation occurred and notwithstanding that a
loss may have occurred in connection with any such liquidation, the Stated
Principal Balance of such Mortgage Loan will be zero.

         For purposes of calculating distributions on, and allocations of
Collateral Support Deficit to, the Certificates, as well as for purposes of
calculating the Servicing Fee, Primary Servicing Fee and Trustee Fee (each as
defined herein) 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" and "Mortgage Loans" herein and in the
Prospectus, when used in such 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 Pass-Through Rate) and the same unpaid principal balance and
Stated Principal Balance. Amounts due on such predecessor Mortgage Loan,
including any portion thereof payable or reimbursable to the related 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 related Servicer or the related Special Servicer for
payments previously advanced, in connection with the operation and management of
such property, generally will be applied by the related Servicer as if received
on the predecessor Mortgage Loan.

         Allocation of Prepayment Premiums and Yield Maintenance Charges. On
each Distribution Date, Prepayment Premiums collected during the related Due
Period will be distributed as follows by the Trustee to the holders of the
following Classes of Regular Certificates: to the Class A-1, Class A-2, Class B,
Class C, Class D, Class E and Class F Certificates, an amount equal to the
product of (a) a fraction whose numerator is the amount distributed as principal
to such Class on such Distribution Date, and whose denominator is the total
amount distributed as principal to the Class A-1, Class A-2, Class 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 such Distribution Date, (b) 25% and (c) the total
amount of Prepayment Premiums collected during the related Due Period. Any
Prepayment Premiums collected during the related Due Period and remaining after
such distributions will be distributed to the holders of the Class A-X
Certificates.

         On each Distribution Date, Yield Maintenance Charges collected during
the related Due Period will be distributed by the Trustee to the following
Classes of Offered Certificates: to the Class A-1, Class A-2, Class B, Class C,
Class D, Class E and Class F Certificates, in an amount equal to the product of
(a) a fraction whose numerator is the amount distributed as principal to such
Class on such Distribution Date, and whose denominator is the total amount
distributed as principal to the Class A-1, Class A-2, Class 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 such Distribution Date, (b) the

                                     S-124
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Base Interest Fraction (as defined herein) for the related principal prepayment
and such Class of Certificates, and (c) the aggregate amount of Yield
Maintenance Charges 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 A-X Certificates.

         The "Base Interest Fraction" with respect to any principal prepayment
on any Mortgage Loan and with respect to any Class of Offered Certificates is a
fraction (a) whose numerator is the amount, if any, by which (i) the
Pass-Through Rate on such Class of Certificates exceeds (ii) the Yield Rate used
in calculating the Yield Maintenance Charge with respect to such principal
prepayment and (b) whose denominator is the amount, if any, by which the (i)
Mortgage Rate on such Mortgage Loan exceeds (ii) the Yield Rate used in
calculating the Yield Maintenance Charge with respect to such principal
prepayment; provided, however, that under no circumstances will the Base
Interest Fraction be greater than one. If such Yield Rate is greater than or
equal to the lesser of (x) the Mortgage Rate on such Mortgage Loan and (y) the
Pass-Through Rate described in the preceding sentence, then the Base Interest
Fraction will equal zero.

         No Prepayment Premiums or Yield Maintenance Charges will be distributed
to holders of the Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class V-1, Class V-2 or Residual Certificates. Instead, after the Certificate
Balances of the Class A-1, Class A-2, Class B, Class C, Class D, Class E and
Class F Certificates have been reduced to zero, all Prepayment Premiums and
Yield Maintenance Charges will be distributed to holders of the Class A-X
Certificates. For a description of Prepayment Premiums and Yield Maintenance
Charges, see "Certain Characteristics of the Mortgage Loans--Certain Terms and
Conditions of the Mortgage Loans--Prepayment Provisions." See also "Certain
Legal Aspects of the Mortgage Loans--Enforceability of Certain
Provisions--Default Interest Prepayment Charges and Prepayment" in the
Prospectus regarding the enforceability of Yield Maintenance Charges and
Prepayment Premiums.

         Excess Interest. On each Distribution Date, Excess Interest collected
during the related Due Period in respect of the CSFB Mortgage Loans and MSDWMC
Mortgage Loans will be distributed solely to the Class V-1 and Class V-2
Certificates, respectively, to the extent set forth in the Pooling and Servicing
Agreement, and will not be available for distribution to holders of the Offered
Certificates. The holders of the Class V-1 and Class V-2 Certificates will have
the right to purchase CSFB Mortgage Loans that are ARD Loans or MSDWMC Mortgage
Loans that are ARD Loans, respectively, in each case, on or after their related
Anticipated Repayment Dates under the circumstances described under "Certain
Characteristics of the Mortgage Loans--Certain Terms and Conditions of the
Mortgage Loans." The Class V-1 and Class V-2 certificates are not entitled to
any other distributions of interest, principal, Prepayment Premiums or 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 such Class of Certificates would be reduced to zero based on the
assumptions set forth below.

Such Distribution Date will in each case be as follows:

                                          ASSUMED FINAL
        CLASS DESIGNATION               DISTRIBUTION DATE
        -----------------               -----------------
             Class A-1                       July 2008
             Class A-2                       April 2010
             Class B                         May 2010
             Class C                         May 2010
             Class D                         May 2010

         The Assumed Final Distribution Dates set forth above were calculated
based on the Mortgage Loan Assumptions (as defined herein), including the
assumptions that there are no defaults, delinquencies or prepayments on the
Mortgage Loans. 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. Since the rate of payment (including
prepayments) of the Mortgage Loans may exceed the scheduled rate of payments,
and could exceed such scheduled rate by a substantial amount, the actual final
Distribution Date for one

                                     S-125
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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 no assurance can be given 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 the Distribution Date in April 2062, which is the first
Distribution Date following the date that is two years after the latest Assumed
Maturity Date. The "Assumed Maturity Date" of (a) any Mortgage Loan that is not
a Balloon Loan or ARD Loan is the maturity date of such Mortgage Loan and (b)
any Balloon Loan or ARD Loan is the date on which such Balloon Loan or ARD Loan
would fully amortize, assuming interest is paid on a 30/360 basis.

SUBORDINATION; ALLOCATION OF COLLATERAL SUPPORT DEFICITS AND CERTIFICATE
DEFERRED INTEREST

         The rights of the holders of the Subordinate Private Certificates to
receive distributions of principal and interest on or in respect of the Mortgage
Loans will be subordinate to those of the holders of the Mezzanine Certificates,
and the rights of the holders of any Class of Mezzanine Certificates to receive
distributions of principal and interest on or in respect of the Mortgage Loans
will be subordinate to those of the holders of the Senior Certificates and each
Class of Mezzanine Certificates with an earlier alphabetical designation, other
than, in each case, with respect to Uncovered Prepayment Interest Shortfalls.
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 Senior Certificates (other than the Class
A-X Certificates) of principal in an amount equal to, in each case, the entire
Certificate Balance of such Class of Certificates. Similarly, but to decreasing
degrees, this subordination is also intended to enhance the likelihood of timely
receipt by the holders of Class B, Class C and Class D Certificates of the full
amount of interest payable in respect of such Classes of Certificates on each
Distribution Date, and the ultimate receipt by the holders of such Certificates
of principal equal to, in each case, the entire Certificate Balance of each such
Class of Certificates. The protection afforded to the holders of any Class of
Offered Certificates by means of the subordination of each Class of Offered
Certificates, if any, subordinate thereto and by means of the subordination of
the Private 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 and Certificate Deferred Interest in the manner
described below. No other form of credit support will be available for the
benefit of the holders of the Offered Certificates.

         Allocation to each Class of Offered Certificates, in order of declining
seniority for so long as such Class is outstanding, of the Principal
Distribution Amount on a given Distribution Date will have the effect of
reducing the aggregate Certificate Balance of such Class at a proportionately
faster rate than the rate at which the aggregate Stated Principal Balance of the
Mortgage Loans will decrease. Thus, as principal is distributed to each Class of
Offered Certificates, the percentage interest in the Trust Fund evidenced by
such Class will be decreased (with a corresponding increase in the percentage
interest in the Trust Fund evidenced by the Private Certificates and those
Classes of Offered Certificates subordinate to the Class of Offered Certificates
then receiving distributions of principal), thereby increasing, relative to
their respective Certificate Balances, the subordination afforded such Class by
the Offered Certificates subordinate thereto and by the Private Certificates.

         On each Distribution Date, immediately following the distributions to
be made to the Certificateholders on such date, the Trustee is required to
calculate the amount, if any, by which (i) the aggregate Stated Principal
Balance of the Mortgage Loans expected to be outstanding immediately following
such Distribution Date is less than (ii) the aggregate Certificate Balance of
the Certificates after giving effect to distributions of principal on such
Distribution Date (any such deficit, "Collateral Support Deficit"). The Trustee
will be required to allocate any such Collateral Support Deficit among the
respective Classes of Certificates as follows: to the 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 reduction of the respective Certificate
Balances thereof, in each case until the remaining Certificate Balance of each
such Class has been reduced to zero. Following the reduction of the Certificate
Balances of all such Classes to zero, any remaining Collateral Support Deficit
will be allocated among the Class A-1 and Class A-2 Certificates, pro rata
(based upon such Classes' respective Certificate Balances), until the remaining
Certificate Balances of such Classes

                                     S-126
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have been reduced to zero. Any Collateral Support Deficit allocated to a Class
of Certificates will be allocated among respective Certificates of such Class in
proportion to the Percentage Interests evidenced thereby.

         In general, Collateral Support Deficits could result from the
occurrence of: (i) losses and other shortfalls on or in respect of the Mortgage
Loans, including as a result of defaults and delinquencies thereon, the payment
to the related Special Servicer of any compensation as described in "The Pooling
and Servicing Agreement--Servicing Compensation and Payment of Expenses," the
payment of interest on Advances (as defined herein) (to the extent not covered
by Penalty Charges collected on the related Mortgage Loans) and certain
servicing expenses; and (ii) certain unanticipated, non-Mortgage Loan specific
expenses of the Trust Fund, including certain reimbursements to the Trustee, the
Servicers, the Special Servicers and the Depositor and certain federal, state
and local taxes, and certain tax-related expenses, payable out of the Trust Fund
(but excluding Uncovered Prepayment Interest Shortfalls, which will be allocated
to all or several of the Classes of Regular Certificates on a pro rata basis as
a reduction of such Classes' interest entitlement, as described below) as
described herein under "The Pooling and Servicing Agreement." Accordingly, the
allocation of Collateral Support Deficits 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; provided, however, that reimbursement of any
previously allocated Collateral Support Deficit may thereafter be made to such
Class.

         Shortfalls in the Available Distribution Amount resulting from
Uncovered Prepayment Interest Shortfalls will generally be allocated to all
Classes of the Regular Certificates. In each case such allocations will be made
pro rata to such Classes on the basis of their Monthly Interest Distribution
Amounts (before giving effect to any reductions therefrom for such Uncovered
Prepayment Interest Shortfalls or indemnification expenses or for Certificate
Deferred Interest) and will reduce such Classes' respective interest
entitlements.

         Certificate Deferred Interest. On each Distribution Date, the amount of
interest distributable monthly on each Class of Regular Certificates will be
reduced by an amount of Certificate Deferred Interest equal to the aggregate
amount of Mortgage Deferred Interest (as defined herein) for all Mortgage Loans
for the related Due Date and allocated to such Class of Certificates, the amount
representing such Certificate Deferred Interest to be allocated first, to the
Subordinate Private Certificates, second, to the Class D Certificates, third, to
the Class C Certificates and fourth, to the Class B Certificates. If the
Certificate Balance of at least one Class of Senior Certificates is not zero,
then any amounts representing Certificate Deferred Interest after allocation
thereof to the Mezzanine Certificates and Subordinate Private Certificates in
accordance with the preceding sentence, will be allocated to the Senior
Certificates (other than the Class A-X Certificates) pro rata on the basis of
such Classes' respective interest entitlements on such date (before giving
effect to any reduction therefrom on such Distribution Date). The effect of such
an allocation of Certificate Deferred Interest is to reduce the interest
otherwise distributable to such Classes of Certificates. Additionally, on each
Distribution Date, the Certificate Balance of each Class of Regular Certificates
(other than the Class A-X Certificates) will be increased (except for the
purposes of determining Voting Rights and the identity of the Controlling Class)
by the amount of Certificate Deferred Interest, if any, allocated to such Class
of Certificates.

         "Certificate Deferred Interest" means, for any Distribution Date with
respect to any Class of Certificates, the amount of Mortgage Deferred Interest
allocated to such Class as described above. "Mortgage Deferred Interest" means,
with respect to any Mortgage Loan that as of any Due Date has been modified to
reduce the rate at which interest is paid currently below the Mortgage Rate, the
excess, if any, of (a) interest accrued on the Stated Principal Balance thereof
during the related one-month interest accrual period set forth in the related
Mortgage Note at the related Mortgage Rate over (b) the interest portion of the
related Monthly Payment or, if applicable, Assumed Scheduled Payment (as defined
herein) due on such Due Date.

                                     S-127
<PAGE>




                       PREPAYMENT AND YIELD CONSIDERATIONS

YIELD

         The yield to maturity on the Offered Certificates will depend upon the
price paid by the Certificateholder, the rate and timing of the distributions in
reduction of Certificate Balance of such Certificates and the rate, timing and
severity of losses on the Mortgage Loans and the extent to which such losses are
allocable in reduction of the Certificate Balance of such Certificates, as well
as prevailing interest rates at the time of prepayment or default.

         The rate of distributions in reduction of the Certificate Balance of
any Class of Offered Certificates, the aggregate amount of distributions on any
Class of Offered Certificates and the yield to maturity of any Class of Offered
Certificates will be directly related to the rate of payments of principal (both
scheduled and unscheduled) on the Mortgage Loans and the amount and timing of
borrower defaults. The Pass-Through Rate for the Class A-X Certificates for any
Distribution Date will be variable and will be based on the Weighted Average Net
Mortgage Rate for such Distribution Date. In addition, such distributions in
reduction of Certificate Balance may result from repurchases by a Mortgage Loan
Seller due to missing or defective documentation or by a Mortgage Loan Seller,
Finova, Finova Capital and Llama for breaches of representations and warranties
with respect to the Mortgage Loans as described herein under "The Pooling and
Servicing Agreement--Representations and Warranties; Repurchase," purchases of
the Mortgage Loans in the manner described herein under "The Pooling and
Servicing Agreement--Optional Termination" or purchases of ARD Loans by Class
V-1 or Class V-2 Certificateholders as described herein under "Certain
Characteristics of the Mortgage Loans--Certain Terms and Conditions of the
Mortgage Loans."

         The Certificate Balance of any Class of Offered Certificates may be
reduced without distributions thereon as a result of the allocation of
Collateral Support Deficits to such Class (or the related Classes), reducing the
maximum amount distributable to such Class in respect of Certificate Balance, as
well as the amount of interest that would have accrued thereon in the absence of
such reduction. A Collateral Support Deficit generally results when the
aggregate principal balance of a Mortgage Loan is reduced without an equal
distribution to Certificateholders in reduction of the Certificate Balances of
the Certificates. Collateral Support Deficits are likely to arise under the
circumstances described in the penultimate paragraph of "Description of the
Offered Certificates--Subordination; Allocation of Collateral Support Deficits
and Certificate Deferred Interest."

         Because the ability of a borrower to make a Balloon Payment or to repay
an ARD Loan in full on its Anticipated Repayment Date will depend upon its
ability either to refinance the Mortgage Loan or to sell the related Mortgaged
Properties, there is a risk that a borrower may default at the maturity date in
the case of a Balloon Loan or fail to fully repay an ARD Loan at its Anticipated
Repayment Date. In connection with a default on the Balloon Payment, the related
Special Servicer may agree to extend the maturity date thereof as described
herein under "The Pooling and Servicing Agreement--Realization Upon Mortgage
Loans." In the case of any such default, recovery of proceeds may be delayed by
and until, among other things, work-outs are negotiated, foreclosures are
completed or bankruptcy proceedings are resolved. The Directing
Certificateholder (as defined below) may delay the commencement of any
foreclosure proceedings under certain conditions described herein.
Certificateholders are not entitled to receive distributions of Monthly Payments
or the Balloon Payment when due except to the extent they are either actually
received or covered by an Advance. Consequently, any defaulted Monthly Payment
for which no such Advance is made and a defaulted Balloon Payment will tend to
extend the weighted average lives of the Certificates, whether or not a
permitted extension of the maturity date of the related Mortgage Loan has been
effected. The rate of payments (including voluntary and involuntary prepayments)
on pools of Mortgage Loans is influenced by a variety of economic, demographic,
geographic, social, tax, legal and other factors, including the level of
mortgage interest rates and the rate at which borrowers default on their
mortgage loans.

         The timing of changes in the rate of prepayments on the Mortgage Loans
may significantly affect the actual yield to maturity experienced by an investor
even if the average rate of principal payments experienced over time is
consistent with such investor's expectation. In general, the earlier a
prepayment of principal on the Mortgage Loans is applied in reduction of the
Certificate Balance of a Class of Offered Certificates, the greater the effect
on such investor's yield to maturity.

                                     S-128
<PAGE>

         Substantially all of the Mortgage Loans have Lockout and/or Defeasance
Periods ranging from 41 months to 233 months following the Cut-off Date. The
weighted average Lockout and/or Defeasance Period for the Mortgage Loans is
approximately 107 months. Voluntary prepayments on the Mortgage Loans are
generally prohibited until no earlier than one to six months preceding their
Anticipated Repayment Date or maturity date, as applicable. See "Certain
Characteristics of the Mortgage Loans--Certain Terms and Conditions of the
Mortgage Loans--Prepayment Provisions" in this Prospectus Supplement.

         As described herein, all of the Mortgage Loans have one or more
call-protection features (i.e., Lockout Periods, Prepayment Premiums or Yield
Maintenance Charges), which are intended to prohibit or discourage borrowers
from prepaying their Mortgage Loans. Notwithstanding the existence of such call
protection, no representation is made as to the rate of principal payments on
the Mortgage Loans or as to the yield to maturity of any Class of Offered
Certificates. In addition, although Excess Cash Flow is applied to reduce the
principal of the ARD Loans after their respective Anticipated Repayment Dates
and the Mortgage Rates are reset at the Revised Rates, there can be no assurance
that any of such Mortgage Loans will be prepaid on that date or any date prior
to maturity. Additional Collateral Loans may require principal prepayments
during the related Lockout Periods without payment of a Prepayment Premium or
Yield Maintenance Charge. An investor is urged to make an investment decision
with respect to any Class of Offered Certificates based on the anticipated yield
to maturity of such Class of Offered Certificates resulting from its purchase
price and such investor's own determination as to anticipated Mortgage Loan
prepayment rates under a variety of scenarios. The extent to which any Class of
Offered Certificates is purchased at a discount or a premium and the degree to
which the timing of payments on such Class of Offered Certificates is sensitive
to prepayments will determine the extent to which the yield to maturity of such
Class of Offered Certificates may vary from the anticipated yield. An investor
should carefully consider the associated risks, including, in the case of any
Offered Certificates purchased at a discount, the risk that a slower than
anticipated rate of principal payments on the Mortgage Loans could result in an
actual yield to such investor that is lower than the anticipated yield and, in
the case of any Offered Certificates purchased at a premium, the risk that a
faster than anticipated rate of principal payments could result in an actual
yield to such investor that is lower than the anticipated yield.

         An investor should consider the risk that rapid rates of prepayments on
the Mortgage Loans, and therefore of amounts distributable in reduction of the
principal balance of the Offered Certificates entitled to distributions of
principal may coincide with periods of low prevailing interest rates. During
such periods, the effective interest rates on securities in which an investor
may choose to reinvest amounts distributed in reduction of the principal balance
of such investor's Offered Certificate may be lower than the Pass-Through Rate.
There can be no assurance that any distribution of Prepayment Premiums or Yield
Maintenance Charges advanced by the Servicer in connection with the mandatory
prepayment of an Additional Collateral Loan will be sufficient to offset any
negative effect on yield.

         Conversely, slower rates of prepayments on the Mortgage Loans, and
therefore of amounts distributable in reduction of the principal balance of the
Offered Certificates entitled to distributions of principal, may coincide with
periods of high prevailing interest rates. During such periods, the amount of
principal distributions resulting from prepayments available to an investor in
such Certificates for reinvestment at such high prevailing interest rates may be
relatively small.

         The Pass-Through Rate applicable to the Class B, Class C and Class D
Certificates for any Distribution Date will be equal to the Weighted Average Net
Mortgage Rate minus [___]% with respect to such Distribution Date. Accordingly,
the yield on the Class B, Class C and Class D Certificates will be sensitive to
changes in the relative composition of the Mortgage Loans as a result of
scheduled amortization, voluntary prepayments, liquidations of Mortgage Loans
following default and repurchases of Mortgage Loans. Losses or payments of
principal on the Mortgage Loans with higher Mortgage Rates will result in a
reduction in the Weighted Average Net Mortgage Rate, reducing the Pass-Through
Rates of the Class B, Class C and Class D Certificates.

         The effective yield to holders of Offered Certificates will be lower
than the yield otherwise produced by the applicable Pass-Through Rate and
purchase prices because while interest is generally required to be paid by the
borrower on a specified day between the first day and the eleventh day of each
month, the distribution of such interest will not be made until the Distribution
Date occurring in such month, and principal paid on any Distribution Date will
not bear interest during the period after the interest is paid and before the
Distribution Date occurs. Additionally, as described under "Description of the
Offered Certificates--Distributions" herein, if the portion of the Available
Distribution Amount distributable in respect of interest on any Class of Offered
Certificates on any

                                     S-129
<PAGE>

Distribution Date is less than the amount of interest required to be paid to the
holders of such Class, the shortfall will be distributable to holders of such
Class of Certificates on subsequent Distribution Dates, to the extent of
Available Funds on such Distribution Dates. Any such shortfall will not bear
interest, however, and will therefore negatively affect the yield to maturity of
such Class of Certificates for so long as it is outstanding.

MODELING ASSUMPTIONS

         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 the
following tables, (i) the column headed "0% CPR" assumes that none of the
Mortgage Loans is prepaid before the Anticipated Repayment Date or maturity
date, as applicable, and (ii) the columns headed "5% CPR," "10% CPR," "15% CPR"
and "25% CPR" assume that prepayments on the Mortgage Loans are made at those
levels of CPR following the expiration of any Lockout Period and Yield
Maintenance Period. All columns in the following tables assume that all of the
ARD Loans are fully prepaid on their related Anticipated Repayment Date and all
of the other Mortgage Loans are paid in full on their maturity date. There is no
assurance, 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 foregoing
assumptions are referred to herein as the "Prepayment Assumptions."

         For purposes of this Prospectus Supplement, the "Mortgage Loan
Assumptions" are the following: (i) each Mortgage Loan will pay principal and
interest in accordance with its terms and scheduled payments will be timely
received on the related Due Date; (ii) all Mortgage Loans have Due Dates on the
eleventh day of each month and accrue interest on the respective basis described
herein; (iii) all prepayments are accompanied by a full month's interest and
there are no Prepayment Interest Shortfalls; (iv) no Yield Maintenance Charges
are allocated to the Certificates; (v) distributions on the Certificates are
made on the fifteenth day (each assumed to be a Business Day) of each month,
commencing in August 2000; (vi) neither the Mortgage Loan Sellers, nor any other
party repurchases any Mortgage Loan as described under "The Pooling and
Servicing Agreement--Representations and Warranties; Repurchase"; (vii) there
are no delinquencies or defaults with respect to, and no modifications, waivers
or amendments of the terms of, the Mortgage Loans; (viii) there are no
Collateral Support Deficits, Certificate Deferred Interest or Appraisal
Reduction Amounts (as defined herein) with respect to the Mortgage Loans or the
Trust Fund; (ix) none of the Mortgage Loan Sellers, the Controlling Class or the
Servicers exercise the right to cause the early termination of the Trust Fund;
(x) the Servicing Fee Rate, Trustee Fee Rate and Primary Servicing Fee Rate for
each Distribution Date are the rates set forth herein on the Stated Principal
Balance of the Mortgage Loans as of the related Due Date; and (xi) the date of
determination of weighted average life is [ ].

RATED FINAL DISTRIBUTION DATE

         The ratings provided by the Rating Agencies address the likelihood that
all principal due on the Offered Certificates will be received by the Rated
Final Distribution Date, which is the Distribution Date occurring in April 2062,
which is the first Distribution Date following the date that is two years after
the latest Assumed Maturity Date. Most of the Mortgage Loans have maturity dates
or Anticipated Repayment Dates that occur earlier than the latest Assumed
Maturity Date, and most of the Mortgage Loans may be prepaid prior to maturity.
Consequently, it is possible that the Certificate Balance of each Class of
Offered Certificates will be reduced to zero significantly earlier than the
Rated Final Distribution Date.

WEIGHTED AVERAGE LIFE OF OFFERED CERTIFICATES

         Weighted average life refers to the average amount of time that will
elapse from the date of determination to the date of distribution or allocation
to the investor of each dollar in reduction of Certificate Balance that is
distributed or allocated, respectively. The weighted average lives of the
Offered Certificates will be influenced by, among other things, the rate at
which principal of the Mortgage Loans is paid, which may occur as a result of
scheduled amortization, Balloon Payments, voluntary or involuntary prepayments
or liquidations.

         The weighted average lives of the Offered Certificates may also be
affected to the extent that additional distributions in reduction of the
Certificate Balance of such Certificates occur as a result of the repurchase or

                                     S-130
<PAGE>

purchase of Mortgage Loans from the Trust Fund as described under "The Pooling
and Servicing Agreement--Representations and Warranties; Repurchase" and
"--Optional Termination" herein. Such a repurchase or purchase from the Trust
Fund will have the same effect on distributions to the holders of Certificates
as if the related Mortgage Loans had prepaid in full, except that no Prepayment
Premiums or Yield Maintenance Charges are made in respect thereof.

         The tables of "Percentage of Initial Certificate Balance Outstanding at
the Respective CPRs Set Forth Below" indicate the weighted average life of each
Class of Offered Certificates and set forth the percentage of the initial
Certificate Balance of such Offered Certificates that would be outstanding after
each of the dates shown at the various CPRs and based on the Prepayment
Assumptions. The tables have also been prepared on the basis of the Mortgage
Loan Assumptions. The Mortgage Loan Assumptions made in preparing the previous
and following tables are expected to vary from the actual performance of the
Mortgage Loans. It is highly unlikely that principal of the Mortgage Loans will
be repaid consistent with assumptions underlying any one of the scenarios.
Investors are urged to conduct their own analysis concerning the likelihood that
the Mortgage Loans may pay or prepay on any particular date.

         Based on the Mortgage Loan Assumptions, the Prepayment Assumptions and
the various CPRs, the tables indicate the weighted average life of the Offered
Certificates and set forth the percentages of the initial Certificate Balance of
the Offered Certificates that would be outstanding after each of the indicated
Distribution Dates, at the indicated CPRs.

                                         CLASS A-1 CERTIFICATES
                               PERCENTAGE OF INITIAL CERTIFICATE BALANCE
                           OUTSTANDING AT THE RESPECTIVE CPRS SET FORTH BELOW
<TABLE>
<CAPTION>
         DISTRIBUTION DATE               0% CPR        5% CPR       10% CPR       15% CPR       25% CPR
         -----------------               ------        ------       -------       -------       -------
<S>                                       <C>           <C>           <C>           <C>           <C>
Initial Percent                           [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]

Weighted Average Life (in years)(1)
</TABLE>

----------
 (1) The weighted average life of the Class A-1 Certificates is determined by
     (i) multiplying the amount of each distribution in reduction of Certificate
     Balance of such Class by the number of years from the Closing Date to the
     related Distribution Date, (ii) adding the results and (iii) dividing the
     sum by the aggregate distributions in reduction of Certificate Balance
     referred to in clause (i).

                                     S-131
<PAGE>

                                         CLASS A-2 CERTIFICATES
                               PERCENTAGE OF INITIAL CERTIFICATE BALANCE
                           OUTSTANDING AT THE RESPECTIVE CPRS SET FORTH BELOW
<TABLE>
<CAPTION>
         DISTRIBUTION DATE              0% CPR        5% CPR       10% CPR        15% CPR       25% CPR
         -----------------              ------        ------       -------        -------       -------
<S>                                       <C>           <C>           <C>           <C>           <C>
Initial Percent                           [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]


Weighted Average Life (in years)(1)
</TABLE>

----------
(1)  The weighted average life of the Class A-2 Certificates is determined by
     (i) multiplying the amount of each distribution in reduction of Certificate
     Balance of such Class by the number of years from the Closing Date to the
     related Distribution Date, (ii) adding the results and (iii) dividing the
     sum by the aggregate distributions in reduction of Certificate Balance
     referred to in clause (i).

                                     S-132

<PAGE>

                                         CLASS B CERTIFICATES
                               PERCENTAGE OF INITIAL CERTIFICATE BALANCE
                           OUTSTANDING AT THE RESPECTIVE CPRS SET FORTH BELOW
<TABLE>
<CAPTION>
         DISTRIBUTION DATE              0% CPR        5% CPR       10% CPR        15% CPR       25% CPR
         -----------------              ------        ------       -------        -------       -------
<S>                                       <C>           <C>           <C>           <C>           <C>
Initial Percent                           [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
Weighted Average Life (in years)(1)
</TABLE>

----------
(1)  The weighted average life of the Class B Certificates is determined by (i)
     multiplying the amount of each distribution in reduction of Certificate
     Balance of such Class by the number of years from the Closing Date to the
     related Distribution Date, (ii) adding the results and (iii) dividing the
     sum by the aggregate distributions in reduction of Certificate Balance
     referred to in clause (i).

                                     S-133

<PAGE>

                                          CLASS C CERTIFICATES
                                PERCENTAGE OF INITIAL CERTIFICATE BALANCE
                            OUTSTANDING AT THE RESPECTIVE CPRS SET FORTH BELOW
<TABLE>
<CAPTION>
         DISTRIBUTION DATE              0% CPR        5% CPR        10% CPR      15% CPR       25% CPR
         -----------------              ------        ------        -------      -------       -------
<S>                                       <C>           <C>           <C>           <C>           <C>
Initial Percent                           [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]

Weighted Average Life (in years)(1)
</TABLE>

----------
(1)  The weighted average life of the Class C Certificates is determined by (i)
     multiplying the amount of each distribution in reduction of Certificate
     Balance of such Class by the number of years from the Closing Date to the
     related Distribution Date, (ii) adding the results and (iii) dividing the
     sum by the aggregate distributions in reduction of Certificate Balance
     referred to in clause (i).


                                     S-134

<PAGE>

                                          CLASS D CERTIFICATES
                                PERCENTAGE OF INITIAL CERTIFICATE BALANCE
                            OUTSTANDING AT THE RESPECTIVE CPRS SET FORTH BELOW
<TABLE>
<CAPTION>
         DISTRIBUTION DATE              0% CPR        5% CPR        10% CPR       15% CPR       25% CPR
         -----------------              ------        ------        -------       -------       -------
<S>                                       <C>           <C>           <C>           <C>           <C>
Initial Percent                           [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
[         ]                               [ ]           [ ]           [ ]           [ ]           [ ]
Weighted Average Life (in years)(1)
</TABLE>

----------
(1)  The weighted average life of the Class D Certificates is determined by (i)
     multiplying the amount of each distribution in reduction of Certificate
     Balance of such Class by the number of years from the Closing Date to the
     related Distribution Date, (ii) adding the results and (iii) dividing the
     sum by the aggregate distributions in reduction of Certificate Balance
     referred to in clause (i).

                                     S-135
<PAGE>

                       THE POOLING AND SERVICING AGREEMENT

GENERAL

         The Certificates will be issued pursuant to a Pooling and Servicing
Agreement to be dated as of July 11, 2000 (the "Pooling and Servicing
Agreement"), by and among the Depositor, the Servicers, the Special Servicers
and the Trustee.

         Reference is made to the Prospectus for important information in
addition to that set forth herein regarding the terms of the Pooling and
Servicing Agreement and terms and conditions of the Offered Certificates. The
Trustee will provide a copy of the Pooling and Servicing Agreement to a
prospective or actual holder of an Offered Certificate, upon written request
and, at the Trustee's discretion, payment of a reasonable fee for any expenses.
The Pooling and Servicing Agreement will also be made available by the Trustee
on its website, at the address set forth under "Reporting Requirements." The
Pooling and Servicing Agreement will also be filed with the Commission by the
Depositor by means of the EDGAR System and should be available on the
Commission's website, the address of which is "www.sec.gov."

ASSIGNMENT OF THE MORTGAGE LOANS

         On the Closing Date, the Depositor will sell, transfer or otherwise
convey, assign or cause the assignment of the Mortgage Loans, without recourse,
to the Trustee for the benefit of the holders of Certificates. On or prior to
the Closing Date, the Depositor will deliver to the Trustee, with respect to
each Mortgage Loan, a mortgage file ("Mortgage File") containing certain
documents and instruments, including, among other things, the following: (i) the
original Mortgage Note endorsed without recourse to the order of the Trustee, or
a lost note affidavit; (ii) the original mortgage or counterpart thereof (or, in
either case, a certified copy thereof); (iii) the assignment of the mortgage in
recordable form in favor of the Trustee; (iv) if applicable, preceding
assignments of mortgages (or certified copies thereof); (v) the related security
agreement, if any; (vi) if applicable, the original assignment of the assignment
of leases and rents to the Trustee; (vii) if applicable, preceding assignments
of assignments of leases and rents (or certified copies thereof); (viii) a
certified copy of the UCC-1 Financing Statements, if any, including UCC-3
continuation statements and UCC-3 assignments; (ix) if applicable, the original
loan agreements; (x) the original lender's title insurance policy (or marked
commitments to insure); and (xi) with respect to the L'Enfant Loan, the
co-lender and intercreditor agreements and (xii) with respect to the 1211 Avenue
of the Americas Loan and the Crystal Pavilion/Petry Building Loan, the
applicable intercreditor agreement. The Trustee will hold such documents for the
benefit of the holders of the Certificates. The Trustee is obligated to review
the documents described in items (i) through (iv), (vi) through (viii) and (x)
above for each Mortgage Loan and report any missing documents or certain types
of defects therein (in each such case, a "Defect" in the related Mortgage File)
within 90 days after the Closing Date to the Depositor, the applicable Servicer,
the applicable Special Servicer and the applicable Mortgage Loan Seller as set
forth in and subject to the terms of the Pooling and Servicing Agreement.

REPRESENTATIONS AND WARRANTIES; REPURCHASE

         In the Pooling and Servicing Agreement, the Depositor will assign to
the Trustee for the benefit of the Certificateholders (i) the representations
and warranties made by each of the Mortgage Loan Sellers to the Depositor in the
Mortgage Loan Purchase Agreements and (ii) the representations and warranties
made by Finova Capital, Finova and Llama to the MSDWMC Mortgage Loan Seller with
respect to the Mortgage Loans sold by FINOVA Commercial Mortgage Loan Owner
Trust 1998-1 ("Finova Owner Trust") and Finova (the "Finova Loans") and Llama
(the "Llama Loans") to the MSDWMC Mortgage Loan Seller, which will be assigned
by the MSDWMC Mortgage Loan Seller to the Depositor in the related Mortgage Loan
Purchase Agreement. The CSFB Mortgage Loan Seller will make representations and
warranties as of the Closing Date (unless otherwise specified) with respect to
the CSFB Mortgage Loans. The NCCB Mortgage Loan Seller will make representations
and warranties as of the Closing Date (unless otherwise specified) with respect
to the NCCB Mortgage Loans. The MSDWMC Mortgage Loan Seller will make
representations and warranties as of the Closing Date (unless otherwise
specified) with respect to 24 of the MSDWMC Mortgage Loans (representing 15.1%
of the Initial Pool Balance). With respect to four of the MSDWMC Mortgage Loans
(representing 3.2% of the Initial Pool Balance) the Trustee will receive the
assignment of certain of the representations and warranties made by Finova
Capital to the MSDWMC Mortgage

                                     S-136

<PAGE>

Loan Seller as of July 8, 1999, the date on which the MSDWMC Mortgage Loan
Seller acquired such Mortgage Loans from Finova Owner Trust. With respect to
nine of the MSDWMC Mortgage Loans (representing 4.8% of the Initial Pool
Balance) the Trustee will receive the assignment of certain of the
representations and warranties made by Finova to the MSDWMC Mortgage Loan Seller
as of July 8, 1999, the date on which the MSDWMC Mortgage Loan Seller acquired
such Mortgage Loans from Finova. With respect to four of the MSDWMC Mortgage
Loans (representing 1.8% of the Initial Pool Balance) the Trustee will receive
the assignment of certain of the representations and warranties made by Llama to
the MSDWMC Mortgage Loan Seller as of December 17, 1999, the date on which the
MSDWMC Mortgage Loan Seller acquired such Mortgage Loans from Llama. Subject to
certain specified exceptions, the representations and warranties of the CSFB
Mortgage Loan Seller, the MSDWMC Mortgage Loan Seller and NCCB Mortgage Loan
Seller generally include the following:

          (1) the information set forth in the schedule of the Mortgage Loans
     attached to the related Mortgage Loan Purchase Agreement is true and
     correct in all material respects;

          (2) such seller owned the Mortgage Loan free and clear of any and all
     pledges, liens and/or other encumbrances;

          (3) no scheduled payment of principal and interest under the Mortgage
     Loan was 30 days or more past due as of the Cut-off Date, and the Mortgage
     Loan has not been 30 days or more delinquent in the twelve-month period
     immediately preceding the Cut-off Date;

          (4) the related Mortgage constitutes a valid and, subject to certain
     creditors' rights exceptions, enforceable first priority mortgage lien
     (subject to certain permitted encumbrances) upon the related Mortgaged
     Property;

          (5) the assignment of the related Mortgage in favor of the Trustee
     constitutes a legal, valid and binding assignment;

          (6) the related assignment of leases establishes and creates a valid
     and, subject to certain creditors' rights exceptions, enforceable first
     priority lien (subject to certain permitted encumbrances) in the related
     borrower's interest in all leases of the Mortgaged Property;

          (7) the Mortgage has not been satisfied, canceled, rescinded or
     subordinated in whole or in material part, and the related Mortgaged
     Property has not been released from the lien of such Mortgage, in whole or
     in material part;

          (8) except as set forth in a property inspection report or engineering
     report prepared in connection with the origination of the Mortgage Loan,
     the related Mortgaged Property is, to the seller's knowledge, free and
     clear of any material damage that would materially and adversely affect its
     value as security for the Mortgage Loan (normal wear and tear excepted) or
     reserves have been established to remediate such damage;

          (9) to the seller's knowledge, there is no proceeding pending for the
     condemnation of all or any material portion of any Mortgaged Property;

          (10) the related Mortgaged Property is covered by an American Land
     Title Association (or an equivalent form of) lender's title insurance
     policy or a marked-up title insurance commitment (on which the required
     premium has been paid) which evidences such title insurance policy that
     insures that the related Mortgage is a valid, first priority lien on such
     Mortgaged Property, subject only to the exceptions stated therein;

          (11) the proceeds of the Mortgage Loan have been fully disbursed and
     there is no obligation for future advances with respect thereto;

          (12) an environmental site assessment was performed with respect to
     the Mortgaged Property in connection with the origination of the related
     Mortgage Loan, a report of each such assessment has been delivered to the
     Depositor, and such seller has no knowledge of any material and adverse
     environmental condition or circumstance affecting such Mortgaged Property
     that was not disclosed in such report;

                                     S-137
<PAGE>

          (13) each Mortgage Note, Mortgage and other agreement that evidences
     or secures the Mortgage Loan is, subject to certain creditors' rights
     exceptions and other exceptions of general application, the legal, valid
     and binding obligation of the maker thereof, enforceable in accordance with
     its terms, and there is no valid defense, counterclaim or right of offset
     or rescission available to the related borrower with respect to such
     Mortgage Note, Mortgage or other agreement;

          (14) the related Mortgaged Property is, and is required pursuant to
     the related Mortgage to be, insured by casualty and liability insurance
     policies of a type specified in the related Mortgage Loan Purchase
     Agreement;

          (15) there are no delinquent or unpaid taxes, assessments or other
     outstanding charges affecting the related Mortgaged Property that are or
     may become a lien of priority equal to or higher than the lien of the
     related Mortgage;

          (16) the related borrower is not, to such seller's knowledge, a debtor
     in any state or federal bankruptcy or insolvency proceeding;

          (17) the related Mortgaged Property consists of the related borrower's
     fee simple estate in real estate or, if the related Mortgage encumbers the
     interest of a borrower as a lessee under a ground lease of the Mortgaged
     Property (a) such ground lease or a memorandum thereof has been or will be
     duly recorded and permits the interest of the lessee thereunder to be
     encumbered by the related Mortgage; (b) the borrower's interest in such
     ground lease is assignable upon notice to, but without the consent of, the
     lessor thereunder; (c) such ground lease is in full force and effect and,
     to the knowledge of the seller, no material default has occurred
     thereunder; (d) such ground lease, or an estoppel letter related thereto,
     requires the lessor under such ground lease to give notice of any default
     by the lessee to the holder of the Mortgage (provided any required notice
     of the lien is given to lessor); (e) the holder of the Mortgage is
     permitted a reasonable opportunity (including, where necessary, sufficient
     time to gain possession of the interest of the lessee under such ground
     lease) to cure any default under such ground lease, which is curable after
     the receipt of notice of any such default, before the lessor thereunder may
     terminate such ground lease; and (f) such ground lease has an original term
     (including any extension options set forth therein) which extends not less
     than ten years beyond the scheduled maturity date of the Mortgage Loan;

          (18) the Mortgage Loan is not cross-collateralized or cross-defaulted
     with any loan other than one or more other Mortgage Loans;

          (19) no Mortgage requires the holder thereof to release all or any
     material portion of the related Mortgaged Property from the lien thereof
     except upon payment in full of the Mortgage Loan or defeasance, or in
     certain cases, upon (a) the satisfaction of certain legal and underwriting
     requirements and (b) except where the portion of the Mortgaged Property
     permitted to be released was not considered by the seller in underwriting
     the Mortgage Loan, the payment of a release price and prepayment
     consideration in connection therewith; and

          (20) to such seller's knowledge, there exists no material default,
     breach, violation or event of acceleration (and no event which, with the
     passage of time or the giving of notice, or both, would constitute any of
     the foregoing) under the related Mortgage Note or Mortgage in any such case
     to the extent the same materially and adversely affects the value of the
     Mortgage Loan and the related Mortgaged Property.

         If a Mortgage Loan Seller has been notified of a Defect in any Mortgage
File or if a Mortgage Loan Seller, Finova Capital, Finova or Llama has been
notified of a breach of any of its representations and warranties (a "Breach")
which, in either case, materially and adversely affects the value of any
Mortgage Loan or the interests of the Certificateholders therein, and if such
Mortgage Loan Seller does not cure such Defect or such Mortgage Loan Seller,
Finova Capital, Finova or Llama does not cure such Breach, in each case within a
period of 90 days following the earlier of its receipt of such notice or its
discovery of the Defect or Breach, then such Mortgage Loan Seller, in the case
of a Defect, or such Mortgage Loan Seller, Finova Capital, Finova or Llama in
the case of a Breach, will be obligated to repurchase the affected Mortgage Loan
within such 90-day period (or in the case of Finova Loans, within a 180-day
period if certain conditions are satisfied). The price (the "Purchase Price")
will be equal to the sum of (i) the outstanding principal balance of such
Mortgage Loan as of the date of purchase, (ii) all accrued and unpaid interest
on such Mortgage Loan at the related Mortgage Rate in effect from time to time,
to but not including the Due Date in the Due Period of purchase (which includes
unpaid Servicing Fees and Primary

                                     S-138
<PAGE>

Servicing Fees), (iii) all related unreimbursed Servicing Advances plus, in
general, accrued and unpaid interest on related Advances at the Reimbursement
Rate (as defined herein) and (iv) all reasonable out-of-pocket expenses
reasonably incurred or to be incurred by the related Servicer, the related
Special Servicer, the Depositor and the Trustee in respect of the Defect or
Breach giving rise to the repurchase obligation, including any expenses arising
out of the enforcement of the repurchase obligation.

         The foregoing repurchase obligation will constitute the sole remedy
available to the Certificateholders and the Trustee for any Defect in a Mortgage
File or any Breach of any Mortgage Loan Seller's, Finova Capital's, Finova's or
Llama's representations or warranties regarding the Mortgage Loans. Certain
representations made by Llama in connection with its sale to the MSDWMC Mortgage
Loan Seller of the Llama Loans expire on December 17, 2000, and Llama's
obligation to repurchase any Llama Loan in connection with a breach of any such
representation will terminate on that date unless Llama has become aware of the
existence of such breach prior to such date. The related Mortgage Loan Seller,
Finova Capital, Finova or Llama, as applicable, will be the sole warranting
party in respect of the Mortgage Loans, and none of the Depositor, the
Servicers, the Special Servicers, the Trustee, the Underwriters or any of their
affiliates will be obligated to repurchase any affected Mortgage Loan in
connection with a Breach if a Mortgage Loan Seller, Finova Capital, Finova or
Llama defaults on its obligation to do so and no assurance can be given that the
Mortgage Loan Sellers or such other parties will fulfill such obligation.
However, the Depositor will not include any Mortgage Loan in the Trust Fund 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 the related
Mortgage Loan Seller, Finova Capital, Finova or Llama regarding such Mortgage
Loan will not be correct in all material respects when made (subject to any
exceptions stated in the related mortgage loan purchase agreement). The
repurchase obligation of the CSFB Mortgage Loan Seller with respect to the CSFB
Mortgage Loans will be guaranteed by Credit Suisse First Boston, acting through
its Cayman Branch ("CSFB Cayman"). CSFB Cayman will not guarantee the repurchase
obligations of the MSDWMC Mortgage Loan Seller, the NCCB Mortgage Loan Seller,
Finova Capital, Finova or Llama.

         Any Defect or any Breach that, in either case, causes any Mortgage Loan
not to be a "qualified mortgage" within the meaning of the REMIC provisions of
the Code shall be deemed to materially and adversely affect the interests of
Certificateholders therein, requiring the related Mortgage Loan Seller, Finova
Capital, Finova or Llama, as applicable, to purchase the affected Mortgage Loan
from the Trust Fund at the applicable Purchase Price or in conformity with the
related Mortgage Loan Purchase Agreement.

SERVICING OF THE MORTGAGE LOANS; COLLECTION OF PAYMENTS

         Each Servicer and each Special Servicer will service and administer
their respective Mortgage Loans and, with respect to each Special Servicer, any
REO Properties (subject to the servicing and special servicing of the L'Enfant
Loan and the 1211 Avenue of the Americas Loan by the servicer and special
servicer of the L'Enfant Loan and the 1211 Avenue of the Americas Loan,
respectively, each as described below) for which it is responsible on behalf of
the Trust Fund and in the best interests of and for the benefit of the
Certificateholders (as determined by the applicable Servicer or the applicable
Special Servicer, as the case may be, in its good faith and reasonable
judgment), in accordance with applicable law, the terms of the respective
Mortgage Loans or Specially Serviced Mortgage Loans and, to the extent
consistent with the foregoing, the terms of the Pooling and Servicing Agreement
and, in the case of the L'Enfant Loan and the 1211 Avenue of the Americas Loan,
the related agreement and/or co-lender agreement, and, to the extent consistent
with the foregoing, in accordance with the higher of the following standards of
care: (i) the same manner in which, and with the same care, skill, prudence and
diligence with which, the applicable Servicer or applicable Special Servicer, as
the case may be, services and administers similar commercial or multifamily
mortgage loans for other third-party portfolios, giving due consideration to the
customary and usual standards of practice of prudent institutional commercial or
multifamily mortgage lenders servicing their own mortgage loans and (ii) the
same care, skill, prudence and diligence with which the applicable Servicer or
applicable Special Servicer, as the case may be, services and administers
similar commercial or multifamily mortgage loans owned by such Servicer or such
Special Servicer, in either case exercising reasonable business judgment and
with a view to the maximization, on a present value basis (discounting at the
related Mortgage Rate), of timely recovery of principal and interest on the
Mortgage Loans or Specially Serviced Mortgage Loans, as applicable, but without
regard to: (a) any relationship that the applicable Servicer or the applicable
Special Servicer, as the case may be, or any affiliate thereof may have with the
related borrower or any other party to the Pooling and Servicing Agreement; (b)
the ownership of any Certificate by the applicable Servicer or the applicable

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Special Servicer, as the case may be, or any affiliate thereof; (c) each
Servicer's obligation to make Advances; (d) the applicable Servicer's or the
applicable 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) each Servicer's or each Special Servicer's
ownership, servicing or management of any other mortgage loans or mortgaged
properties or (f) the Pool II Servicer's or the Pool II Special Servicer's
requirement to repurchase a mortgage loan due to a breach of a representation or
warranty (the foregoing, collectively referred to as the "Servicing Standard").

         The Pool I Servicer will enter into a sub-servicing agreement (the
"Primary Servicing Agreement") with certain primary servicers (each, a "Primary
Servicer"), pursuant to which, in the event such Primary Servicer is terminated
or resigns, the successor to such Primary Servicer (other than the Trustee or
its designee) will succeed to the rights and obligations of such Primary
Servicer under the Primary Servicing Agreement. The Primary Servicing Agreement
provides that the Primary Servicers are not terminable unless certain events of
default or termination events occur thereunder. In addition, each Servicer and
each Special Servicer are permitted, at their own expense, to employ
subservicers, agents or attorneys in performing any of their respective
obligations under the Pooling and Servicing Agreement, but will not thereby be
relieved of any such obligation and will remain liable to the Trustee and the
Certificateholders for the acts and omissions of any such subservicers, agents
or attorneys. The Pooling and Servicing Agreement provides, however, that
neither the Servicers, the Special Servicers nor any of their respective
directors, officers, employees or agents shall have any liability to the Trust
Fund or the Certificateholders for taking any action or refraining from taking
an action in good faith, or for errors in judgment. The foregoing provision
would not protect the Servicers or the Special Servicers for the breach of its
representations or warranties in the Pooling and Servicing Agreement, the breach
of certain specified covenants therein or any liability by reason of willful
misfeasance, bad faith, fraud or negligence in the performance of its duties or
by reason of its negligent disregard of obligations or duties under the Pooling
and Servicing Agreement. Under the Pooling and Servicing Agreement and the
Primary Servicing Agreement, each Servicer is primarily liable to the Trust Fund
for the servicing of Mortgage Loans by the related Primary Servicers and each
Primary Servicer has agreed to indemnify the related Servicer for any liability
that such Servicer may incur as a result of the Primary Servicer's failure to
perform its obligations under the Primary Servicing Agreement.

         The Pooling and Servicing Agreement requires the Servicers or the
Special Servicers, as applicable, to make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans.
Consistent with the above, each Servicer or each Special Servicer may, in its
discretion, waive any Penalty Charge in connection with any delinquent Monthly
Payment or Balloon Payment with respect to any Mortgage Loan it is obligated to
service. With respect to the ARD Loans, the applicable Servicer and applicable
Special Servicer will not be able to take any enforcement action with respect to
payment of Excess Interest or principal in excess of the principal component of
the constant Monthly Payment, other than requests for collections, until the
date on which principal and accrued interest (other than Excess Interest) has
been paid in full. With respect to any Specially Serviced Mortgage Loan, subject
to the restrictions set forth below under "--Realization Upon Mortgage Loans,"
each Special Servicer will be entitled to pursue any of the remedies set forth
in the related Mortgage, including the right to acquire, through foreclosure,
all or any of the Mortgaged Properties securing such Mortgage Loan. Each Special
Servicer may elect to extend a Mortgage Loan (subject to conditions described
herein) notwithstanding its decision to foreclose on certain of the Mortgaged
Properties.

         First Union National Bank, as servicer of the L'Enfant Other Note
(collectively with the 1211 Avenue of the Americas Other Note, the "Other
Servicer Notes"), will primarily service the L'Enfant Whole Loan (collectively
with the 1211 Avenue of the Americas Whole Loan and the Crystal Pavilion/Petry
Building Whole Loan, the "Whole Loans"). The L'Enfant Whole Loan will be
specially serviced for the benefit of the Trust Fund and the trustee of the CSFB
1998-C2 Securitization by the special servicer under the pooling and servicing
agreement for the CSFB 1998-C2 Securitization, which will initially be Lennar
Partners, Inc.

         The servicer of the L'Enfant Other Note will be required to make all
servicing advances with respect to the L'Enfant Whole Loan and will be entitled
to reimbursement on demand from the Pool I Servicer for its allocable share of
such servicing advance. Such reimbursement by the Pool I Servicer will be
treated as a Servicing Advance under the Pooling and Servicing Agreement. The
Pool I Servicer will be required to make P&I Advances with respect to the
amounts due on the L'Enfant Trust Fund Note. See "The Pooling and Servicing
Agreement--Advances" in this Prospectus Supplement.

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         BNY Asset Solutions LLC, as servicer of the 1211 Avenue of the Americas
Other Note, will be required to make all Servicing Advances with respect to the
1211 Avenue of the Americas Loan and will be entitled to immediate reimbursement
from the Pool I Servicer for its allocable share of such Servicing Advance. If
such allocable pro rata share is not immediately reimbursed by the Pool I
Servicer, such amount can be netted from amounts collected on the 1211 Avenue of
the Americas Loan and otherwise payable to the Trustee. BNY Asset Solutions LLC
will be required to make P&I Advances with respect to the amounts due on the
1211 Avenue of the Americas Trust Fund Note. See "The Pooling and Servicing
Agreement--Advances" in this Prospectus Supplement.

         The servicer of each Other Servicer Note will be required to primarily
service the related Whole Loan for the benefit of the Trust Fund and the holder
of the related Other Servicer Note with a view to maximizing recovery to both
holders. ORIX Real Estate Capital Markets, LLC will be required to specially
service the 1211 Avenue of the Americas Whole Loan pursuant to the trust and
servicing agreement of the 2000-1211 Securitization.

         The Pool I Servicer will be required to primarily service the Crystal
Pavilion/Petry Building Whole Loan for the benefit of both the Trust Fund and
the holders of the Crystal Pavilion/Petry Building Other Notes with a view to
maximizing recovery to all holders. The Pool I Special Servicer will be required
to specially service the Crystal Pavilion/Petry Building Whole Loan pursuant to
the Pooling and Servicing Agreement. The Pool I Servicer will be required to
make all Servicing Advances with respect to the Crystal Pavilion/Petry Building
Whole Loan and will be entitled to immediate reimbursement from the holders of
the Crystal Pavilion/Petry Building Other Notes for their allocable shares of
such Servicing Advance. If such allocable pro rata shares are not immediately
reimbursed by such holders, such amounts will be netted from amounts collected
on the Crystal Pavilion/Petry Building Whole Loan and otherwise payable to such
holders. See "The Pooling and Servicing Agreement--Advances" in this Prospectus
Supplement.

ADVANCES

         On the Business Day immediately preceding each Distribution Date (the
"Servicer Remittance Date"), each Servicer, with respect to its related Mortgage
Loan (other than the 1211 Avenue of the Americas Loan), and BNY Asset Solutions
LLC, with respect to the 1211 Avenue of the Americas Loan, will be obligated,
subject to the recoverability determination described below, to make advances
(each, a "P&I Advance") out of its own funds or, subject to the replacement
thereof as provided in the Pooling and Servicing Agreement, certain funds held
in its Collection Account that are not required to be part of the Available
Distribution Amount for such Distribution Date, in an amount equal to (but
subject to reduction as described in the following paragraph) the aggregate of:
(i) the related Monthly Payments (in each case net of any related Servicing
Fees, Primary Servicing Fees and Workout Fees), other than Balloon Payments,
which were due during any related Due Period and delinquent (or not advanced by
the related sub-servicer) as of the Business Day preceding such Servicer
Remittance Date; and (ii) in the case of each Mortgage Loan, other than the 1211
Avenue of the Americas Loan (which does not provide for such Advances),
delinquent in respect of its Balloon Payment as of the end of the related Due
Period (including any REO Loan as to which the Balloon Payment would have been
past due), an amount (the "Assumed Scheduled Payment") equal to the sum of (a)
the principal portion of the Monthly Payment that would have been due on such
Mortgage Loan on the related Due Date based on the constant payment required by
the related Mortgage Note or the original amortization schedule thereof (as
calculated with interest at the related Mortgage Rate), if applicable, assuming
such Balloon Payment had not become due, after giving effect to any modification
of such Mortgage Loan, and (b) interest on the Stated Principal Balance of such
Mortgage Loan at the applicable Net Mortgage Rate (net of interest at the
Servicing Fee Rate). Each Servicer's obligations to make P&I Advances in respect
of its related Mortgage Loan or REO Property will continue through liquidation
of such Mortgage Loan or disposition of such REO Property, as the case may be.
To the extent the applicable Servicer fails to make a P&I Advance that it is
required to make under the Pooling and Servicing Agreement, the Trustee is
obligated to make such required P&I Advance pursuant to the Pooling and
Servicing Agreement, but in any event no later than on the related Distribution
Date.

         With respect to any Distribution Date, the amount required to be
advanced in respect of delinquent Monthly Payments or Assumed Scheduled Payments
on a Mortgage Loan that has been subject to an Appraisal Reduction Event (as
defined herein) will equal the amount that would be required to be advanced by
the related Servicer without giving effect to the Appraisal Reduction (as
defined herein) less any Appraisal Reduction Amount with

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respect to such Mortgage Loan for such Distribution Date. Neither the Servicers
nor the Trustee will be required or permitted to make a P&I Advance for Penalty
Charges, Yield Maintenance Charges, Excess Interest, Balloon Payments or
Prepayment Premiums. If the monthly payment on any Mortgage Loan has been
reduced or if the final maturity on any Mortgage Loan is extended in connection
with a bankruptcy or similar proceeding involving the related borrower or a
modification, waiver or amendment granted or agreed to by the related Special
Servicer, and the monthly payment due and owing during the extension period is
less than the scheduled monthly payment in effect prior to such modifications,
then the related Servicer shall, as to such Mortgage Loan, advance only the
amount of the monthly payment due and owing after taking into account such
reduction (net of related Primary Servicing Fees and Servicing Fees) in the
event of subsequent delinquencies thereon.

         In addition to P&I Advances, each Servicer will also be obligated
(subject to the limitations described herein) to make advances ("Servicing
Advances" and, collectively with P&I Advances, "Advances") in connection with
the servicing and administration of any Mortgage Loan or in connection with the
servicing and administration of any Mortgaged Property or REO Property, to pay
delinquent real estate taxes, assessments, hazard insurance premiums and
environmental inspections and to cover other similar costs and expenses that are
or may become a lien thereon. To the extent that the related Servicer fails to
make a Servicing Advance that it is required to make under the Pooling and
Servicing Agreement and a responsible officer of the Trustee has been notified
in writing of such failure, the Trustee will make such Servicing Advance
pursuant to the Pooling and Servicing Agreement no later than one Business Day
following the Servicer's failure to make such Servicing Advance (or, in the case
of the 1211 Avenue of the Americas Loan, five Business Days). The applicable
Servicer or the Trustee, as the case may be, 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 such Advance was made, whether in the form of related
payments, insurance and condemnation proceeds, Liquidation Proceeds, any
revenues from REO Properties or otherwise from the Mortgage Loan ("Related
Proceeds"). Notwithstanding the foregoing, neither the Servicers nor the Trustee
will be obligated to make any Advance or portion thereof that it determines in
its reasonable good faith judgment would, if made, not be recoverable (including
interest thereon) out of Related Proceeds (a "Nonrecoverable Advance"), and the
Servicers or the Trustee will be entitled to recover any Advance or portion
thereof that it so determines to be a Nonrecoverable Advance out of general
funds on deposit in the Collection Account. The Trustee will be entitled to rely
conclusively on any non-recoverability determination of the applicable Servicer.
Nonrecoverable Advances will represent a portion of the losses to be borne by
the Certificateholders.

         The servicer of the L'Enfant Other Note will be required to make all
servicing advances with respect to the L'Enfant Whole Loan and will be entitled
to reimbursement on demand from the Pool I Servicer for its allocable share of
such servicing advance. Such reimbursement by the Pool I Servicer will be
treated as a Servicing Advance under the Pooling and Servicing Agreement. The
Pool I Servicer will be required to make P&I Advances with respect to the
amounts due on the L'Enfant Trust Fund Note. See "The Pooling and Servicing
Agreement--Advances" in this Prospectus Supplement.

         In connection with its recovery of any Advance, each of the Servicers
and the Trustee will be entitled to be paid, out of any amounts then on deposit
in the Collection Account, interest at the Prime Rate (the "Reimbursement Rate")
accrued on the amount of such Advance from the date made to but not including
the date of reimbursement.

         The "Prime Rate" will be the rate, for any day, set forth as such in
the "Money Rates" section of The Wall Street Journal, New York edition. Each
Statement to Certificateholders (as defined herein) will contain information
relating to the amount of Advances made with respect to the related Distribution
Date. See "--Reports to Certificateholders; Available Information" below.

APPRAISAL REDUCTIONS

         After an Appraisal Reduction Event has occurred with respect to a
Mortgage Loan, an Appraisal Reduction will be calculated for such Mortgage Loan.
An "Appraisal Reduction Event" will occur on the earliest of (i) the third
anniversary of the date on which the first extension of the maturity date of a
Mortgage Loan becomes effective as a result of a modification of such Mortgage
Loan by the related Special Servicer, which extension does not decrease the
aggregate amount of Monthly Payments on the Mortgage Loan, (ii) 120 days after
an uncured delinquency (without regard to the application of any grace period)
occurs in respect of a Mortgage Loan, (iii) the date on which a reduction in the
amount of Monthly Payments on a Mortgage Loan, or a change in any other

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material economic term of the Mortgage Loan (other than an extension of its
maturity) becomes effective as a result of a modification of such Mortgage Loan
by the related Special Servicer, (iv) 60 days after a receiver has been
appointed for the borrower of the related Mortgaged Property, (v) 30 days after
a borrower declares bankruptcy; (vi) 60 days after the borrower becomes the
subject of an undischarged and unstayed decree or order for a bankruptcy
proceeding and (vii) immediately after a Mortgage Loan becomes an REO Loan;
provided, however, that an Appraisal Reduction Event shall not be deemed to
occur at any time after the aggregate Certificate Balances of all Classes of
Certificates (other than the Senior Certificates) have been reduced to zero.
Such event with respect to the 1211 Avenue of the Americas Loan will occur on
the earliest date on which (i) the 1211 Avenue of the Americas Whole Loan is 90
days delinquent in respect of any monthly payment amount, (ii) the related
Mortgaged Property is acquired on behalf of the 2000-1211 Securitization trust
fund, (iii) the 1211 Avenue of the Americas Whole Loan has been modified to
reduce the amount of any monthly payment amount, (iv) a receiver is appointed
and continues in such capacity in respect of the Mortgaged Property for at least
30 days, (v) the mortgagor is subject to any bankruptcy, insolvency or similar
proceeding or (vi) the 1211 Avenue of the Americas Whole Loan is due and has not
been paid on its Final Maturity Date. 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 equal to the excess, if any, of (a) the
Stated Principal Balance of such Mortgage Loan over (b) the excess of (i) (A)
90% of the appraised value of the related Mortgaged Property (or, with respect
to the L'Enfant Loan, the pro rata portion of the Mortgaged Property allocable
to such loan) as determined (a) by one or more independent MAI appraisals with
respect to any Mortgage Loan with an outstanding principal balance equal to or
in excess of $2,000,000 (the costs of which shall be paid by the applicable
Special Servicer as a Servicing Advance) or (b) by an independent MAI appraisal
(or an update of a prior appraisal) or an internal valuation performed by the
related Special Servicer with respect to any Mortgage Loan with an outstanding
principal balance less than $2,000,000 plus (B) any letter of credit, reserve,
escrow or similar amount held by the servicer which may be applied to payments
on the Mortgage Loan over (ii) the sum of (a) to the extent not previously
advanced by the applicable Servicer or the Trustee, all unpaid interest on such
Mortgage Loan at a per annum rate equal to its Mortgage Rate, (b) all
unreimbursed Advances in respect of such Mortgage Loan and interest thereon at
the Reimbursement Rate and (c) all currently due and unpaid real estate taxes
and assessments, insurance policy premiums, ground rents and all other amounts
due and unpaid with respect to such Mortgage Loan (which taxes, assessments,
premiums, ground rents and other amounts have not been subject to an Advance by
the applicable Servicer or the Trustee and/or for which funds have not been
escrowed). If required to obtain an MAI appraisal pursuant to the foregoing, the
related Special Servicer must receive such appraisal within 60 days of the
occurrence of such Appraisal Reduction Event (provided that in no event shall
the period to receive such appraisal exceed 120 days from the occurrence of the
event that, with the passage of time, would become such Appraisal Reduction
Event). Except with respect to the 1211 Avenue of the Americas Loan, which does
not provide for such internal valuations, if such appraisal is not received, and
an internal valuation is not completed, by such date or if, for any Mortgage
Loan with a Stated Principal Balance of $2,000,000 or less, the related Special
Servicer elects not to obtain an appraisal or perform an internal valuation, the
Appraisal Reduction for the related Mortgage Loan will be 25% of the Stated
Principal Balance of such Mortgage Loan as of the date of the related Appraisal
Reduction Event. On the first Determination Date occurring on or after the
delivery of such MAI appraisal or the completion of such internal valuation, the
related Special Servicer will be required to calculate and report to the
applicable Servicer, and such Servicer will report to the Trustee, the Appraisal
Reduction taking into account such appraisal or internal valuation.

         As a result of calculating an Appraisal Reduction with respect to a
Mortgage Loan, the P&I Advance for such Mortgage Loan for the related Servicer
Remittance Date will be reduced, which will have the effect of reducing the
amount of interest available for distribution to the Subordinate Certificates in
reverse alphabetical order of the Classes. See "--Advances" above. The
"Appraisal Reduction Amount" for any Distribution Date and any Mortgage Loan for
which an Appraisal Reduction has been calculated will equal the product of (i)
the Reduction Rate (as defined below) for such Distribution Date and (ii) the
Appraisal Reduction with respect to such Mortgage Loan. Such Appraisal Reduction
Amount will be calculated by the Servicer, who will be required to make such
calculation prior to the day on which the Servicer is required to make Advances.
The "Reduction Rate" will be a rate per annum equal to the average of the
Pass-Through Rates of each Class to which Appraisal Reductions have been
allocated pursuant to the Pooling and Servicing Agreement, weighted on the basis
of the amount of the Appraisal Reductions allocated to each such Class.

         With respect to each Specially Serviced Mortgage Loan as to which an
Appraisal Reduction Event has occurred (unless such Mortgage Loan has become a
Corrected Mortgage Loan (as defined herein) and has remained

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current for twelve consecutive Monthly Payments and with respect to which no
other Appraisal Reduction Event has occurred and is continuing), the related
Special Servicer is required, within 30 days of each anniversary of such
Appraisal Reduction Event, to order an appraisal (which may be an update of a
prior appraisal) and, with respect to any Mortgage Loan with an outstanding
principal balance less than $2,000,000, perform an internal valuation or obtain
an appraisal (which may be an update of a prior appraisal), the cost of which
shall be paid by the applicable Special Servicer as a Servicing Advance
recoverable from the Trust Fund. Based upon such appraisal, internal valuation
or, as described in the second preceding paragraph, percentage calculation of
the Appraisal Reduction, as the case may be, the related Special Servicer shall
redetermine and report to the Trustee and the applicable Servicer the amount of
the Appraisal Reduction with respect to such Mortgage Loan, and such
redetermined Appraisal Reduction shall replace the prior Appraisal Reduction
with respect to such Mortgage Loan. Notwithstanding the foregoing, the related
Special Servicer will not be required to obtain an appraisal or perform an
internal valuation, as the case may be, with respect to a Mortgage Loan which is
the subject of an Appraisal Reduction Event if such Special Servicer has
obtained an appraisal with respect to the related Mortgaged Property within the
12-month period immediately prior to the occurrence of such Appraisal Reduction
Event, except where the Special Servicer has reason to believe there has been a
material adverse change in the value of the property securing such Mortgage
Loan. Instead, such Special Servicer may use such prior appraisal in calculating
any Appraisal Reduction with respect to such Mortgage Loan.

         With respect to each Specially Serviced Mortgage Loan as to which an
Appraisal Reduction Event has occurred and that has become a Corrected Mortgage
Loan and has remained current for twelve consecutive Monthly Payments, and with
respect to which no other Appraisal Reduction Event has occurred and is
continuing, the related Special Servicer may, within 30 days after the date of
such twelfth Monthly Payment, order an appraisal (which may be an update of a
prior appraisal) or, with respect to any Mortgage Loan with an outstanding
principal balance less than $2,000,000, perform an internal valuation or obtain
an appraisal (which may be an update of a prior appraisal), the cost of which is
required to be paid by the applicable Special Servicer as a Servicing Advance
recoverable from the Trust Fund. Based upon such appraisal or internal
valuation, the related Special Servicer is required to redetermine and report to
the Trustee and the applicable Servicer the amount of the Appraisal Reduction
with respect to such Mortgage Loan, and such redetermined Appraisal Reduction
will replace the prior Appraisal Reduction with respect to such Mortgage Loan.

ACCOUNTS

         Lockbox Accounts. With respect to seventy-eight Mortgage Loans, which
represent in the aggregate 70.2% of the Initial Pool Balance, one or more
accounts in the name of the related borrower (which are the Lockbox Accounts)
have been, or upon the occurrence of certain events will be, established into
which rents or other revenues from the related Mortgaged Properties are
deposited by the related tenants or manager. Agreements governing the Lockbox
Accounts provide that the borrower has no withdrawal or transfer rights with
respect thereto and that all funds on deposit in the Lockbox Accounts are
periodically swept into the Cash Collateral Accounts (as defined below). For all
ARD Loans for which a Lockbox Account has not already been established, such
loans require the related lender to establish a Lockbox Account prior to its
Anticipated Repayment Date. The Lockbox Accounts will not be assets of the Trust
Fund.

         Cash Collateral Accounts. With respect to each Mortgage Loan that has a
Lockbox Account, one or more accounts in the name of the related Servicer (the
"Cash Collateral Accounts") have been established into which funds in the
related Lockbox Accounts will be swept on a regular basis. Unless certain
trigger events occur as specified in the related Mortgage Loan, any excess over
the amount necessary to fund the Monthly Payment, the Escrow Accounts and any
other amounts due under the Mortgage Loans will be returned to or retained by
the related borrower, provided that no event of default of which the related
Servicer is aware has occurred and is continuing with respect to such Mortgage
Loan. However, as described under "Description of the Mortgage Loans--Certain
Terms and Conditions of the Mortgage Loans--Excess Interest," after the
respective Anticipated Repayment Date, if applicable, all or substantially all
amounts in the related Cash Collateral Account in excess of the amount necessary
to fund the Monthly Payment and Escrow Accounts will be applied to (i) operating
and capital expenses, (ii) the reduction of the principal balance of the related
Mortgage Loan until such principal is paid in full and (iii) Excess Interest, in
that order. The Cash Collateral Accounts will not be an asset of the Trust Fund.

                                     S-144
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         Collection Account. Each Servicer will establish and maintain a
segregated account (each, a "Collection Account" and collectively the
"Collection Accounts") pursuant to the Pooling and Servicing Agreement, and on
each Due Date withdraw from each Cash Collateral Account an amount equal to the
Monthly Payment on the related Mortgage Loan and deposit such amount into its
Collection Account for application towards the Monthly Payment, net of related
Servicing Fees and Primary Servicing Fees and other amounts due the applicable
Servicer or applicable Primary Servicer and not required to be deposited into
its Collection Account. Each Servicer will also deposit into its Collection
Account within one Business Day of receipt all other payments in respect of the
Mortgage Loans, other than amounts to be deposited into any Escrow Account, net
of related Servicing Fees and Primary Servicing Fees and other amounts due the
applicable Servicer or applicable Primary Servicer and not required to be
deposited into the Collection Account.

         Distribution Account. The Trustee will establish and maintain one or
more segregated accounts (collectively, the "Distribution Account") in the name
of the Trustee for the benefit of the holders of Certificates. With respect to
each Distribution Date, each Servicer will deliver to the Trustee for deposit
into the Distribution Account, to the extent of funds on deposit in the
Collection Account on the Servicer Remittance Date, its portion of the Available
Distribution Amount. Each Servicer will deposit all P&I Advances into the
Distribution Account on the related Servicer Remittance Date. To the extent a
Servicer fails to do so, the Trustee is required to deposit any required P&I
Advances into the Distribution Account on the related Distribution Date as
described herein and as provided in the Pooling and Servicing Agreement. See
"Description of the Offered Certificates--Distributions."

         Interest Reserve Account. Each Servicer will establish on or before the
Closing Date and will maintain an Interest Reserve Account (the "Interest
Reserve Account") in the name of such Servicer for the benefit of the holders of
the Certificates. On the Servicer Remittance Date in each February and on the
Servicer Remittance Date in any January which occurs in a year which is not a
leap year, each Servicer will be required to deposit, in respect of the related
Mortgage Loans that accrue on an Actual/360 basis, into the Interest Reserve
Account, an amount withheld from the related Monthly Payment or Advance equal to
one day's interest at the related Mortgage Rate on the Stated Principal Balance
of such Mortgage Loan as of the Distribution Date occurring in the month
preceding the month in which such Servicer Remittance Date occurs, to the extent
a full Monthly Payment or P&I Advance is made in respect thereof (all amounts so
deposited in any consecutive January and February (or, in the case of a leap
year, in any February), "Withheld Amounts"). On each Servicer Remittance Date
occurring in March, each Servicer will be required to withdraw from the Interest
Reserve Account an amount equal to the Withheld Amounts from the preceding
January and February, if any, and deposit such amount (excluding any net
investment income thereon) into the Distribution Account.

         Excess Interest Distribution Account. The Trustee also will establish
and maintain one or more segregated accounts (collectively, the "Excess Interest
Distribution Account"), each in the name of the Trustee for the benefit of the
holders of the Certificates.

         Account Requirements. The Cash Collateral Accounts, Collection Account,
any REO Account, the Escrow Accounts, the Distribution Account, the Interest
Reserve Account and the Excess Interest Distribution Account will be held in the
name of the Trustee (or the related Servicer on behalf of the Trustee) on behalf
of the holders of Certificates and such Servicer will be authorized to make
withdrawals from the Cash Collateral Accounts, the Collection Account and the
Interest Reserve Account. The accounts related to the 1211 Avenue of the
Americas Loan will be controlled by the servicer of the 2000-1211 Securitization
and the account requirements will be governed by the related trust and servicing
agreement. Each of the Cash Collateral Account, Collection Account, any REO
Account, the Interest Reserve Account, the Escrow Accounts and the Excess
Interest Distribution Account will be (i) (a) an account or accounts maintained
with a federal or state chartered depository institution or trust company the
short term unsecured debt obligations or commercial paper of which are rated at
least "A-1+" by S&P and "F-1+" by Fitch (if rated by Fitch) (each, as defined
herein) in the case of accounts in which funds are held for 30 days or less (or,
in the case of accounts in which funds are held for more than 30 days, the long
term unsecured debt obligations of which are rated at least "A" by S&P and "AA"
by Fitch (if rated by Fitch) or (b) as to which the Trustee has received written
confirmation from each of the Rating Agencies that holding funds in such account
would not, in and of itself, cause any Rating Agency to qualify, withdraw or
downgrade any of its then current ratings on the Certificates, (ii) a segregated
trust account or accounts maintained with a federal or state chartered
depository institution or trust company acting in its fiduciary capacity which,
in the case of a state chartered depository institution or trust company, is
subject to regulations substantially similar to 12 C.F.R. Section 9.10(b),

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having in either case a combined capital surplus of at least $50,000,000 and
subject to supervision or examination by federal and state authority, or (iii)
any other account that, as evidenced by a written confirmation from each Rating
Agency that such account would not, in and of itself, cause a downgrade,
qualification or withdrawal of the then current ratings assigned to the
Certificates (an "Eligible Bank"). NCCB's wholly-owned subsidiary, NCB Savings
Bank, a federally chartered thrift, will be deemed to be an Eligible Bank for
the purpose of maintaining certain of the accounts established under the related
Mortgage Loan. Amounts on deposit in the Collection Account, Cash Collateral
Account, any REO Account and the Interest Reserve Account may be invested in
certain United States government securities and other high-quality investments
specified in the Pooling and Servicing Agreement ("Permitted Investments").
Interest or other income earned on funds in the Collection Account, any Escrow
Accounts and Cash Collateral Accounts will be paid to the Servicer (except to
the extent required to be paid to the related borrower) as additional servicing
compensation and interest or other income earned on funds in any REO Account
will be payable to the applicable Special Servicer. Interest or other income
earned on funds in the Interest Reserve Account will be paid to the applicable
Servicer. Amounts on deposit in the Excess Interest Distribution Account and the
Distribution Account will remain uninvested.

WITHDRAWALS FROM THE COLLECTION ACCOUNTS

         Each Servicer may make withdrawals from its respective Collection
Account for the following purposes, to the extent permitted and in the
priorities provided in the Pooling and Servicing Agreement: (i) to remit to the
Trustee for deposit in the Distribution Account the amounts required to be
remitted or that may be applied to make P&I Advances; (ii) to pay itself unpaid
Servicing Fees or to pay any unpaid Primary Servicing Fees, and to pay the
applicable Special Servicer unpaid Special Servicing Fees, Liquidation Fees and
Workout Fees (each as defined herein); (iii) to reimburse itself or the Trustee
for unreimbursed P&I Advances; (iv) to reimburse itself, the Trustee or, with
respect to the L'Enfant Loan or the 1211 Avenue of the Americas Loan, the holder
or servicer of the related Other Note, for unreimbursed Servicing Advances; (v)
to reimburse itself or the Trustee, for Nonrecoverable Advances; (vi) to pay
itself or the Trustee, any interest accrued and payable thereon for any
unreimbursed P&I Advances, Servicing Advances or Nonrecoverable Advances; (vii)
to reimburse itself, the applicable Special Servicer, the Depositor or the
Trustee, as the case may be, for any unreimbursed expenses reasonably incurred
in respect of any Breach or Defect giving rise to a repurchase obligation of
either Mortgage Loan Seller, Finova Capital, Finova or Llama, or the enforcement
of such obligation, under the related Mortgage Loan Purchase Agreement; (viii)
to pay itself, as additional servicing compensation, any net investment earnings
and Penalty Charges on Mortgage Loans (other than Specially Serviced Mortgage
Loans), but only to the extent collected from the related borrower; and to pay
the applicable Special Servicer, as additional servicing compensation, Penalty
Charges on Specially Serviced Mortgage Loans; (ix) to recoup any amounts
deposited in the Collection Account in error; (x) to pay itself, the applicable
Special Servicer, the Depositor and their respective directors, officers,
employees and agents, any amounts payable pursuant to the Pooling and Servicing
Agreement; (xi) to pay for (a) the cost of the opinions of counsel for purposes
of REMIC administration or amending the Pooling and Servicing Agreement to the
extent payable out of the Trust Fund and (b) the cost of obtaining an extension
from the Internal Revenue Service for the sale of any REO Loan; (xii) to pay out
of general collections for any and all federal, state and local taxes imposed on
any REMIC or their assets or transactions together with incidental expenses;
(xiii) to reimburse itself and the applicable Special Servicer out of general
collections for expenses incurred by and reimbursable to each of them by the
Trust Fund; (xiv) to pay itself, the applicable Special Servicer, either
Mortgage Loan Seller, , Finova Capital, Finova or Llama, with respect to each
Mortgage Loan, if any, previously purchased pursuant to the Pooling and
Servicing Agreement, all amounts received thereon subsequent to the date of
purchase; (xv) to pay for costs and expenses incurred by the Trust Fund due to
actions taken pursuant to an environmental assessment; (xvi) to the extent
deposited therein, to pay the holder of the Crystal Pavilion/Petry Building
Other Notes the amounts due under the related intercreditor agreement; and
(xvii) to clear and terminate the Collection Account at termination of the
Pooling and Servicing Agreement; provided, that in the case of clauses (iii),
(iv), (v) and (vi), the Trustee will have priority with respect to any such
reimbursement.

ENFORCEMENT OF "DUE-ON-SALE" AND "DUE-ON-ENCUMBRANCE" CLAUSES

         The Mortgage Loans contain provisions in the nature of "due-on-sale" or
assumption clauses, which by their terms (a) provide that the Mortgage Loans
will (or, at the lender's option, may) become due and payable upon the sale or
other transfer of an interest in the related Mortgaged Property (including,
except in the case of the NCCB Mortgage Loans, transfer of a direct or indirect
controlling interest in a borrower (i.e., voting control or 49%

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economic interest in the aggregate)) or (b) provide that the Mortgage Loans may
be assumed with, among other conditions, the consent of the related servicer in
connection with any such sale or other transfer. Each Special Servicer will be
required to enforce any such due-on-sale clause or refuse to consent to such
assumption, unless such Special Servicer determines, in accordance with the
Servicing Standard, that (i) not declaring an event of default under the related
Mortgage or (ii) granting such consent would likely result in a greater recovery
(or an equal recovery, provided the other conditions for an assumption or waiver
of a due-on-sale clause, if any, are met) on a present value basis (discounting
at the related Mortgage Rate), than would enforcement of such clause or the
failure to grant such consent. If such Special Servicer determines that (i) not
declaring an event of default under the related Mortgage or (ii) granting such
consent would likely result in a greater recovery (or an equal recovery,
provided the other conditions for an assumption or waiver of a due-on-sale
clause, if any, are met), such Special Servicer is authorized to take or enter
into an assumption agreement from or with the proposed transferee as obligor
thereon, provided that (a) the credit status of the prospective transferee is in
compliance with such Special Servicer's regular commercial mortgage origination
criteria or the Servicing Standard and the terms of the related Mortgage and (b)
with respect to any Mortgage Loan (i) the principal balance of which is
$20,000,000 or more or (ii) that is a Mortgage Loan, part of a group of Crossed
Loans or a group of Mortgage Loans identified under the table entitled "Related
Borrower Loans" under "Risk Factors--Risks Related to the Mortgage Loans" that,
in each case, in the aggregate, (a) represents 5% or more of the aggregate
outstanding principal balance of all of the Mortgage Loans at such time or (b)
is one of the ten largest Mortgage Loans by outstanding principal balance of all
of the Mortgage Loans at such time, such Special Servicer has received written
confirmation from each of the Rating Agencies that such assumption would not, in
and of itself, cause a downgrade, qualification or withdrawal of the then
current ratings assigned to the Certificates (the conditions described in
clauses (a) and (b) of this sentence are referred to herein as the "Assumption
Conditions"). Mortgage Loans described in clause (b) above are referred to
herein as "Significant Mortgage Loans." Each Special Servicer is required to
provide notice to the Rating Agencies of the assumption of any Mortgage Loan or
transfer of a direct or indirect controlling interest in the borrower under a
Mortgage Loan which, in each case, is not a Significant Mortgage Loan. No
assumption agreement may contain any terms that are different from any term of
any Mortgage or related Mortgage Note, except pursuant to the provisions
described under "--Realization Upon Mortgage Loans" and "--Modifications" below.
Each Special Servicer will provide notice to the Rating Agencies of any waiver
of any due-on-sale clause in the event that Rating Agency confirmation is not
required for such waiver.

         The consent of each Special Servicer and, except as described herein,
the receipt of a rating confirmation will not be required in the event that the
holder of mezzanine debt related to a Mortgage Loan forecloses upon the equity
in a borrower under a Mortgage Loan.

         The Mortgage Loans contain provisions in the nature of a
"due-on-encumbrance" clause which by their terms (a) provide that the Mortgage
Loans shall (or, at the lender's option, may) become due and payable upon the
creation of any additional lien or other encumbrance on the related Mortgaged
Property or (b) require the consent of the related lender to the creation of any
such additional lien or other encumbrance on the related Mortgaged Property.
Each Special Servicer will be required to enforce such due-on-encumbrance clause
and in connection therewith will be required to (i) accelerate payments thereon
or (ii) withhold its consent to such lien or encumbrance unless such Special
Servicer (x) determines, in accordance with the Servicing Standard, that such
enforcement would not be in the best interests of the Trust Fund and (y)
receives prior written confirmation from each of the Rating Agencies, that (1)
not accelerating payments on the related Mortgage Loan or (2) granting such
consent would not, in and of itself, cause a downgrade, qualification or
withdrawal of any of the then current ratings assigned to the Certificates. See
"Certain Legal Aspects of the Mortgage Loans--Enforceability of Certain
Provisions--Due-on-Sale Provisions" in the Prospectus.

INSPECTIONS; COLLECTION OF OPERATING INFORMATION

         Each Servicer (or, with respect to the Specially Serviced Mortgage
Loans, the applicable Special Servicer) will perform (at its own expense), or
cause to be performed (at its own expense), physical inspections of each
Mortgaged Property (other than the Mortgaged Properties relating to the L'Enfant
Loan and the 1211 Avenue of the Americas Loan) at such times and in such manner
as are consistent with the Servicing Standard, but in any event shall inspect
each Mortgaged Property securing a Mortgage Note (a) with a Stated Principal

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Balance of which is $2,500,000 or more or that is a Mortgage Loan that
represents 2.0% or more of the aggregate outstanding principal balance of all of
the Mortgage Loans at such time, at least once every 12 months and (b) with a
Stated Principal Balance that is less than $2,500,000 and that is not a Mortgage
Loan which represents 2.0% or more of the aggregate outstanding principal
balance of all the Mortgage Loans at such time, at least once every 24 months,
in each case commencing in August 2000 (or at such lesser frequency as each
Rating Agency shall have confirmed in writing to the applicable Servicer will
not, in and of itself, result in a downgrade, qualification or withdrawal of the
then current ratings assigned to any Class of Certificates); provided, however,
that if the related Mortgage Loan (i) has a DSCR of less than 1.0x and is a
Specially Serviced Mortgage Loan, (ii) becomes a Specially Serviced Mortgage
Loan, or (iii) is delinquent for 60 days, the related Special Servicer is
required to inspect the related Mortgaged Property as soon as practicable and
thereafter at least every 12 months for so long as such condition exists. The
applicable Special Servicer or the applicable Servicer, as the case may be, is
required to prepare a written report of each such inspection describing the
condition of the Mortgaged Property.

         Most of the Mortgages obligate the related borrower to deliver
quarterly, and substantially all Mortgages require annual, property operating
statements. However, the NCCB Mortgage Loans only require annual audited
financial statements. In addition, there can be no assurance that any operating
statements required to be delivered will in fact be delivered, nor is the
related Special Servicer or the related Servicer likely to have any practical
means of compelling such delivery in the case of an otherwise performing
Mortgage Loan.

INSURANCE POLICIES

         To the extent permitted by the related Mortgage Loan and required by
the Servicing Standard, each Servicer (or, with respect to the Specially
Serviced Mortgage Loans, the related Special Servicer) will use its reasonable
best efforts to cause each borrower to maintain, and if the borrower does not so
maintain, is required to itself maintain (through a program that it maintains,
or in the case of the Special Servicer, through a program maintained by the Pool
I Servicer) to the extent available at commercially reasonable rates (as
determined by such Servicer or such Special Servicer, as applicable, in
accordance with the Servicing Standard), any insurance policy coverage
determined to be applicable by such Servicer or, with respect to any Specially
Serviced Mortgage Loan, by such Special Servicer, in accordance with the
Servicing Standard. The coverage of each such policy will be in an amount that
is not less than the lesser of the full replacement cost of the improvements
securing such Mortgage Loan or the outstanding principal balance owing on such
Mortgage Loan but in any case, such amount so as to avoid the application of any
co-insurance clause and with no deduction for physical depreciation.
Additionally, under the terms of the related Mortgage Loan documents, each
borrower is required to maintain business interruption insurance which covers a
period of not less than 12 months. During all such times as the Mortgaged
Property is located in an area identified as a federally designated special
flood hazard area (if such flood insurance has been made available), the
applicable Servicer or the applicable Special Servicer, as the case may be, will
use its reasonable best efforts to cause each borrower to maintain (to the
extent required by the related Mortgage Loan), and if the borrower does not so
maintain, is required to itself maintain (through a program that it maintains,
or in the case of the Special Servicer, through a program maintained by the Pool
I Servicer) to the extent available at commercially reasonable rates (as
determined by the applicable Servicer or the applicable Special Servicer, as the
case may be, in accordance with the Servicing Standard), a Federal flood
insurance policy in an amount equal to at least the lesser of (i) the
outstanding principal balance of the related Mortgage Loan, (ii) the maximum
amount of insurance which is available under the Flood Disaster Protection Act
of 1973, as amended and (iii) any amount required by the related Mortgage Loan.
Each Special Servicer will be required to maintain (or cause to be maintained)
fire and hazard insurance on each REO Property in an amount that is not less
than the lesser of the full replacement cost of the improvements on such
Mortgaged Property or the outstanding principal balance owing on such Mortgage
Loan. In addition, during all such times as the REO Property is located in an
area identified as a federally designated special flood hazard area, the
applicable Special Servicer will cause to be maintained, to the extent available
at commercially reasonable rates (as determined by such Special Servicer in
accordance with the Servicing Standard), 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 Flood Disaster Protection Act of 1973, as amended.
The Pooling and Servicing Agreement provides that the related Servicer and the
related Special Servicer may satisfy their respective obligations to cause
related borrower to maintain a hazard insurance policy by maintaining a blanket
policy insuring against hazard losses on the Mortgage Loans. Any losses incurred
with respect to Mortgage Loans 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 related Servicer
in maintaining any such insurance policy if the

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borrower defaults on its obligation to do so is required to be advanced by such
Servicer as a Servicing Advance and will be charged to the related borrower.

EVIDENCE AS TO COMPLIANCE

         The Pooling and Servicing Agreement requires each Servicer and each
Special Servicer to cause a firm of nationally recognized independent public
accountants, which is a member of the American Institute of Certified Public
Accountants, to furnish to the Trustee, the Depositor and the Rating Agencies on
or before April 15 of each year, beginning April 15, 2001, a statement to the
effect that such firm has examined the servicing operations of the reporting
person for the previous calendar year (or a portion thereof) and that on the
basis of their examination, conducted substantially in compliance with the
Uniform Single Attestation Program ("USAP") for Mortgage Bankers or the Audit
Program for Mortgages serviced for FHLMC (the "Audit Program"), such firm
confirms that each Servicer or each Special Servicer, as the case may be,
complied with the minimum servicing standards identified in USAP or the Audit
Program, in all material respects, except for such significant exceptions or
errors in records that, in the opinion of each such firm, the USAP or the Audit
Program require such firm to report, in which case such exceptions and errors
shall be so reported.

         The Pooling and Servicing Agreement also requires each Servicer and
each Special Servicer to deliver to the Trustee, the Depositor and the Rating
Agencies on or before April 15 of each year, beginning April 15, 2001, an
officer's certificate of each Servicer stating that, among other things, to the
best of such officer's knowledge, such Servicer has fulfilled its obligations
under the Pooling and Servicing Agreement in all material respects throughout
the preceding year (or such shorter period) or, if there has been a material
default, specifying each material default known to such officer, the nature and
status of such default and the action proposed to be taken with respect thereto.

CERTAIN MATTERS REGARDING THE DEPOSITOR, THE TRUSTEE, THE SERVICERS AND THE
SPECIAL SERVICERS

         The Pooling and Servicing Agreement permits the Depositor, the
Servicers and the Special Servicers to resign from their respective obligations
thereunder only upon (a) with respect to each Servicer or each Special Servicer,
the appointment of, and the acceptance of such appointment by, a successor
thereto and receipt by the Trustee of written confirmation from each applicable
Rating Agency that such resignation and appointment will, in and of itself, not
result in a downgrade, withdrawal or qualification of the then applicable rating
assigned by such Rating Agency to any Class of Certificates or (b) a
determination that such obligations are no longer permissible under applicable
law. No such resignation will become effective until the Trustee or other
successor has assumed the obligations and duties of the resigning 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
Servicers, the Special Servicers, the Trustee, the Depositor or any affiliate,
director, officer, employee or agent of any of them will be under any liability
to the Trust Fund, the other parties thereto 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
Servicers, the Special Servicers, the Trustee, the Depositor or any such 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 thereunder or by reason of negligent disregard of such
obligations and duties. The Pooling and Servicing Agreement will also provide
that the Servicers, the Special Servicers, the Trustee, the Depositor and any
affiliate, 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 that relates to the Pooling and
Servicing Agreement, the Mortgage Loans or the Certificates; provided, however,
that such indemnification will not extend to any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or negligence in the
performance of obligations or duties under the Pooling and Servicing Agreement,
by reason of negligent disregard of such obligations or duties, or in the case
of the Depositor and any of its directors, officers, employees and agents, any
violation by any of them of any state or federal securities law. Additionally,
the Pooling and Servicing Agreement will provide that neither the Servicers nor
the Special Servicers nor any director, officer, employee or agent of either
will be under any liability for, nor be responsible for, any action or decision
by the servicer, special servicer or trustee of the CSFB 1998-C2 Securitization
in servicing the L'Enfant Loan, or by the servicer, special servicer or trustee
of the 2000-1211 Securitization in servicing the 1211 Avenue of the Americas
Loan and each

                                     S-149

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Servicer and each Special Servicer and, any such director, officer, employee or
agent will be indemnified and held harmless for any loss, liability or expense
incurred in connection therewith.

         In addition, the Pooling and Servicing Agreement will provide that none
of the Servicers, the Special Servicers, the Trustee, or the Depositor will be
under any obligation to appear in, prosecute or defend any legal or
administrative action that is not incidental to its respective responsibilities
under the Pooling and Servicing Agreement and that in its opinion may involve it
in any expense or liability. However, each of the Servicers, the Special
Servicers, the Trustee, and the Depositor will be permitted, in the exercise of
its discretion, to undertake any such action, proceeding, hearing or examination
as 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 thereunder. In such event,
the legal expenses and costs of such action, and any liability resulting
therefrom, will be expenses, costs and liabilities of the Trust Fund, and the
applicable Servicer, the applicable Special Servicer, the Trustee or the
Depositor, as the case may be, will be entitled to reimbursement from amounts
attributable to the Mortgage Loans on deposit in the Collection Account.

         Pursuant to the Pooling and Servicing Agreement, each Servicer and each
Special Servicer will be required to maintain a fidelity bond and errors and
omissions policy or their equivalent that provides coverage against losses that
may be sustained as a result of an officer's or employee's misappropriation of
funds or errors and omissions, subject to certain limitations as to amount of
coverage, deductible amounts, conditions, exclusions and exceptions permitted by
the Pooling and Servicing Agreement. Notwithstanding the foregoing, each
Servicer or each Special Servicer will be allowed to self-insure with respect to
a fidelity bond and errors and omissions policy so long as certain conditions
set forth in the Pooling and Servicing Agreement are met.

         Any person with or into which the Servicers, the Special Servicers or
the Depositor may be merged or consolidated, or any person resulting from any
merger or consolidation to which the Servicers, the Special Servicers or the
Depositor is a party, or any person succeeding to the business of the Servicers,
the Special Servicers or the Depositor, will be the successor of the Servicers,
the Special Servicers or the Depositor, as the case may be, under the Pooling
and Servicing Agreement; provided, however, that such merger, consolidation or
succession will not, or has not, in and of itself, resulted in a withdrawal,
downgrade or qualification of the then current ratings of the Certificates that
have been so rated, as confirmed in writing by each Rating Agency. The Servicers
and the Special Servicers 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 each Servicer or each Special Servicer, as the case may be, will
include, without limitation, (i) (a) any failure by such Servicer to make any
remittance required to be made by such Servicer (including any P&I Advances) by
5:00 p.m. on such Servicer Remittance Date, which is not cured by 10:00 a.m. on
the Distribution Date and (b) any failure by such Servicer to make any required
Servicing Advance within the time specified in the Pooling and Servicing
Agreement; (ii) any failure by such Special Servicer to deposit into the REO
Account, or to remit to the applicable Servicer for deposit in the Collection
Account, any such remittance required to be made by such Special Servicer on the
day such remittance is required to be made under the Pooling and Servicing
Agreement; (iii) any failure by such Servicer or `such 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 (or fifteen days for payment of premiums on any
insurance policies or 60 days so long as such Servicer is in good faith
diligently pursuing such obligation) after written notice thereof has been given
to such Servicer or such Special Servicer, as the case may be, by any other
party to the Pooling and Servicing Agreement, or to such Servicer or such
Special Servicer, the Depositor and the Trustee, by Certificateholders of any
Class, evidencing, as to such Class, Percentage Interests aggregating not less
than 25%; (iv) any breach by such Servicer or such Special Servicer of a
representation or warranty contained in the Pooling and Servicing Agreement
which materially and adversely affects the interests of the Certificates and
continues unremedied for thirty days after the date on which notice of such
breach shall have been given; (v) certain events of insolvency, readjustment of
debt, marshaling of assets and liabilities or similar proceedings in respect of
or relating to such Servicer or such Special Servicer, and certain actions by or
on behalf of such Servicer or such Special Servicer indicating its insolvency or
inability to pay its obligations and such decree or order shall have remained in
force for 60 days; (vi) the Trustee shall have received and forwarded to the
Pool II Servicer or Pool II Special Servicer, as applicable, written notice from
Fitch that the

                                     S-150

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continuation of such Pool II Servicer or such Pool II Special Servicer in such
capacity would result, or has resulted, in and of itself, in a downgrade,
qualification or withdrawal of any rating then assigned by such Rating Agency to
any Class of Certificates if such Pool II Servicer or such Pool II Special
Servicer is not replaced, and the Trustee shall not have received subsequent
notice from the related Rating Agency (within 30 days) indicating that no such
downgrade, qualification or withdrawal will result (or that, if it has resulted,
it will be rescinded); (vii) Fitch confirms in writing that the Servicer or
Special Servicer is no longer rated "CMS3" and "CSS3," respectively, or better
as such ratings pertain to both Servicer and Special Servicer; (viii) S&P
confirms in writing that the Pool I Servicer or Pool I Special Servicer is no
longer considered "approved" by S&P; provided that with respect to clauses (vii)
and (viii), there will be a 60 day cure period.

RIGHTS UPON EVENT OF DEFAULT

         If an Event of Default occurs with respect to a Servicer or a Special
Servicer under the Pooling and Servicing Agreement, then, in each and every such
case, so long as the Event of Default remains unremedied, the Trustee, will be
authorized, and at the written direction of Certificateholders entitled to not
less than 51% of the Voting Rights and with respect to an Event of Default
pursuant to clause (vi) above, the Trustee will be required, to terminate all of
the rights (except for any rights related to unpaid servicing compensation or
unreimbursed Advances and interest thereon or, in the case of termination of
such Servicer, its rights to the Assignable Primary Servicing Fee (each as
defined herein)) and obligations of the defaulting party as Servicer or Special
Servicer, as applicable, under the Pooling and Servicing Agreement, whereupon
the Trustee will succeed to all of the responsibilities, duties and liabilities
of the defaulting party as Servicer, with respect to the related Mortgage Loans,
or related Special Servicer, as applicable, under the Pooling and Servicing
Agreement and will be entitled to the same compensation arrangements as the
terminated party (except that the Trustee will not be entitled to receive the
Assignable Primary Servicing Fee). If the Trustee is unwilling or unable so to
act or is not approved by each Rating Agency, it may (or, at the written request
of 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 as successor to such Servicer or such Special Servicer, as the case may
be, any established mortgage loan servicing institution or other entity as to
which the Trustee has received written notice from each Rating Agency that such
appointment would not, in and of itself, result in the downgrade, qualification
or withdrawal of the then current ratings assigned to any Class of Certificates
by such Rating Agency.

         No Certificateholder will have any right under the Pooling and
Servicing Agreement to institute any suit, action or proceeding with respect to
the Certificates or the Pooling and Servicing Agreement unless such holder
previously has given to the Trustee written notice of default and the
continuance thereof and unless the holders of Certificates of any Class
evidencing not less than 25% of the aggregate Percentage Interests constituting
such Class have made written request upon the Trustee to institute such
proceeding on behalf of the Trustee and have offered to the Trustee reasonable
indemnity, and the Trustee for 60 days after receipt of such request and
indemnity has neglected or refused to institute any such proceeding. However,
the Trustee, will be under no obligation to exercise any of the trusts or powers
vested in it by the Pooling and Servicing Agreement or to institute, conduct or
defend any litigation thereunder or in relation thereto at the request, order or
direction of any of the Certificateholders, unless such Certificateholders have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or thereby.

AMENDMENT

         The Pooling and Servicing Agreement may be amended by the parties
thereto without the consent of any of the holders of Certificates to (i) cure
any ambiguity, (ii) correct any mistake therein or to supplement any provision
therein which may be inconsistent with any other provision therein or with this
Prospectus Supplement or the Prospectus or to correct any error, (iii) change
the timing and/or nature of deposits in the Collection Account, the Distribution
Account or the REO Account, provided that (a) the Servicer Remittance Date shall
not be later than the related Distribution Date, (b) such 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) such change would not result in the downgrading,
qualification or withdrawal of the then current ratings assigned to any Class of
Certificates by any Rating Agency, as evidenced by a letter from each Rating
Agency, (iv) modify, eliminate or add to any of its provisions (a) to such
extent as shall be necessary to maintain the qualification of the Lower-Tier
REMIC or the Upper-Tier REMIC (each as defined herein) as a REMIC or to avoid or
minimize the risk

                                     S-151

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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) such action is necessary or desirable to
maintain such qualification or to avoid or minimize such risk and (2) such
action will not adversely affect in any material respect the interests of any
holder of the Certificates or (b) to restrict the transfer of the Residual
Certificates, provided that the Depositor has determined that the then current
ratings of any Class of the Certificates will not be downgraded, qualified or
withdrawn, as evidenced by a letter from each Rating Agency, and that any such
amendment will not give rise to a federal tax with respect to the transfer of
the Residual Certificates to a non-permitted transferee (see "Certain Federal
Income Tax Consequences" in the Prospectus), (v) make any other provisions with
respect to matters or questions arising under the Pooling and Servicing
Agreement, provided that such action will not, as evidenced by an opinion of
counsel, adversely affect in any material respect the interests of any
Certificateholder or (vi) amend or supplement any provision of the Pooling and
Servicing Agreement to the extent necessary to maintain the then current ratings
assigned to each Class of Certificates by each Rating Agency as confirmed in
writing.

         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 662/3% of the aggregate
Percentage Interests constituting such Class for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or of modifying in any manner the rights of
the holders of the Certificates, except that no such amendment may (i) 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 such Certificate, (ii) reduce the
aforesaid percentage of Certificates of any Class the holders of which are
required to consent to any such amendment without the consent of the holders of
all Certificates of such Class then outstanding, (iii) adversely affect the
Voting Rights of any Class of Certificates without the consent of the holders of
all Certificates of such Class then outstanding, change the Servicing Standard
without the consent of the holders of all Certificates then outstanding or (iv)
amend the section of the Pooling and Servicing Agreement that relates to the
provisions described in this paragraph.

         Notwithstanding the foregoing, the Trustee will not be entitled 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 such amendment or the exercise of any power granted to the Servicers, the
Special Servicers, the Depositor, the Trustee or any other specified person in
accordance with such amendment will not result in the imposition of a tax on
either REMIC constituted by the Trust Fund or cause the Lower-Tier REMIC or the
Upper-Tier REMIC to fail to qualify as a REMIC.

VOTING RIGHTS

         For any date of determination, the voting rights for the Certificates
(the "Voting Rights") will be allocated among the respective Classes of
Certificateholders as follows: (i) 2% in the case of the Class A-X Certificates,
and (ii) in the case of any other Class of Certificates (other than the Class
V-1, Class V-2 and Residual Certificates), a percentage equal to the product of
98% and a fraction, the numerator of which is the aggregate Certificate Balance
of such Class, in each case, determined as of the Distribution Date immediately
preceding such date of determination, and the denominator of which is equal to
the aggregate Certificate Balance of all Classes of Certificates, each
determined as of the Distribution Date immediately preceding such date of
determination. None of the Class V-1, Class V-2 or Residual Certificates will be
entitled to any Voting Rights. For purposes of determining Voting Rights, the
Certificate Balance of any Class shall be deemed reduced by allocation of
Collateral Support Deficit to such Class, but not by any Appraisal Reductions
allocated to such Class. Voting Rights allocated to a Class of
Certificateholders shall be allocated among such Certificateholders in
proportion to the Percentage Interests evidenced by their respective
Certificates. Solely for the purposes of the taking of any action under the
Pooling and Servicing Agreement with respect to an event of default of a
Servicer, a Special Servicer or the Trustee, the taking of any vote pursuant to
the Pooling and Servicing Agreement with respect to the rights, obligations or
liabilities of a Servicer, Trustee or a Special Servicer, or the giving of any
consent or waiver with respect to the rights, obligations or liabilities of a
Servicer, Trustee or a Special Servicer pursuant to the Pooling and Servicing
Agreement, any Certificate beneficially owned by a Servicer, Trustee or a
Special Servicer, as the case may be, or any affiliate thereof, will be deemed
not to be outstanding and the Voting Rights to which it is entitled will not be
taken into account in determining whether the requisite percentage of Voting
Rights necessary to take any such action or vote or effect any such consent or
waiver has been obtained; provided, however, that the foregoing will not

                                     S-152
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apply if a Servicer, Trustee or a Special Servicer, as the case may be, and/or
their affiliates, owns the entire Class of each Class affected by such action,
vote, consent or waiver.

REALIZATION UPON MORTGAGE LOANS

         Pursuant to the Pooling and Servicing Agreement, if a default on a
Mortgage Loan has occurred or, in the applicable Special Servicer's judgment, a
payment default is imminent, such Special Servicer, on behalf of the Trust Fund,
may at any time institute foreclosure proceedings, exercise any power of sale
contained in the related Mortgage or otherwise acquire title to the related
Mortgaged Property. Such Special Servicer shall not, however, acquire title to
any Mortgaged Property or take any other action with respect to any Mortgaged
Property that would cause the Trustee, for the benefit of the
Certificateholders, or any other specified person to be considered to hold title
to, to be a "mortgagee-in-possession" of or to be an "owner" or an "operator" of
such Mortgaged Property within the meaning of certain federal environmental
laws, unless such Special Servicer has previously received a report prepared by
a person who regularly conducts environmental audits (which report will be a
Servicing Advance) and either:


         (a)  such report indicates that (a) the Mortgaged Property is in
              compliance with applicable environmental laws and regulations and
              (b) there are no circumstances or conditions present at the
              Mortgaged Property for which investigation, testing, monitoring,
              containment, clean-up or remediation could be required under any
              applicable environmental laws and regulations; or

         (b)  such Special Servicer, based solely (as to environmental matters
              and related costs) on the information set forth in such report,
              determines that taking such actions as are necessary to bring the
              Mortgaged Property into compliance with applicable environmental
              laws and regulations and/or taking the actions contemplated by
              clause (i)(b) above, is reasonably likely to increase the net
              proceeds of the liquidation of such Mortgaged Property, than not
              taking such actions.

         The Pooling and Servicing Agreement grants to each Special Servicer a
right (or to the related Servicer, to the extent that the Special Servicer does
not exercise its right) to purchase from the Trust Fund, at the Purchase Price,
any Mortgage Loan for which it is the Special Servicer (other than the L'Enfant
Loan and the 1211 Avenue of the Americas Loan) as to which a specified number of
scheduled payments are delinquent. In addition, each Special Servicer may offer
to sell its defaulted Mortgage Loan (other than the L'Enfant Loan and the 1211
Avenue of the Americas Loan) if and when such Special Servicer determines,
consistent with the Servicing Standard, that such a sale would produce a greater
recovery, on a present value basis, than would liquidation of the related
Mortgaged Property. In the absence of any such sale, such Special Servicer will
generally be required to proceed against the related Mortgaged Property, subject
to the discussion above.

         Tax Considerations. If title to any REO Property is acquired by the
Trust Fund, the related 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 (i) the Internal Revenue
Service (the "IRS") grants an extension of time to sell such property or (ii)
the Trustee receives an opinion of independent counsel to the effect that the
holding of the property by the Trust Fund for such longer period will not result
in the imposition of taxes on "prohibited transactions" on either REMIC
constituted by the Trust Fund or cause the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC for federal or applicable state tax purposes
at any time that any Certificate is outstanding. Each Special Servicer will also
be required to ensure that any REO Property acquired by the Trust Fund by such
Special Servicer is administered so that it constitutes "foreclosure property"
within the meaning of Code Section 860G(a)(8) at all times, that the sale of
such property does not result in the receipt by the Trust Fund of any "income
from nonpermitted assets" as described in Code Section 860F(a)(2)(B). If the
Trust Fund acquires title to any Mortgaged Property, the related Special
Servicer, on behalf of the Trust Fund, will retain an independent contractor to
manage and operate such property. The retention of an independent contractor,
however, will not relieve such Special Servicer of its obligation to manage such
Mortgaged Property as required under the Pooling and Servicing Agreement.

         Generally, neither the Lower-Tier REMIC nor the Upper-Tier REMIC will
be taxed 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 thereunder.
"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

                                     S-153
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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 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, presumably allocated
based on the value of any non-qualifying services, would not constitute "rents
from real property." Any of the foregoing types of income may instead constitute
"net income from foreclosure property," which would be taxable to the Lower-Tier
REMIC at the highest marginal federal corporate rate (currently 35%) and may
also be subject to state or local taxes. 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. Any such 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" in this Prospectus
Supplement. With respect to an REO Property relating to the L'Enfant Whole Loan
or the 1211 Avenue of the Americas Loan, compliance with the foregoing two
paragraphs depends on the actions of the special servicer of the L'Enfant Whole
Loan or the 1211 Avenue of the Americas Whole Loan, which is also required to
comply with the foregoing two paragraphs.

         Liquidation Proceeds. To the extent that Liquidation Proceeds collected
with respect to any Mortgage Loan are less than the sum of (i) the outstanding
principal balance of such Mortgage Loan, (ii) interest accrued thereon, (iii)
interest accrued on any P&I Advances made with respect to such Mortgage Loan and
(iv) the aggregate amount of outstanding reimbursable expenses (including any
unreimbursed Servicing Advances and unpaid and accrued interest on such
Advances) incurred with respect to such Mortgage Loan, then the Trust Fund will
realize a loss in the amount of such shortfall. The Trustee, the Servicers, with
respect to their related Mortgage Loans, and/or the related Special Servicer
will be entitled to reimbursement out of the Liquidation Proceeds recovered on a
Mortgage Loan, prior to the distribution of such Liquidation Proceeds to
Certificateholders, of any and all amounts that represent unpaid servicing
compensation in respect of such Mortgage Loan, certain unreimbursed expenses
incurred with respect to such Mortgage Loan and any unreimbursed Advances made
with respect to such Mortgage Loan. In addition, amounts otherwise distributable
on the Certificates will be further reduced by interest payable to the Servicer
or Trustee on any such Advances.

         If any Mortgaged Property suffers damage such that the proceeds, if
any, of the related hazard insurance policies or flood insurance are
insufficient to restore fully the damaged property, the applicable Servicer will
not be required to expend its own funds to effect such restoration unless (i)
the related Special Servicer determines that such restoration will increase the
proceeds to Certificateholders on liquidation of the Mortgage Loan after
reimbursement of such Special Servicer or such Servicer, as the case may be, for
its expenses and (ii) such Servicer determines that such expenses will be
recoverable by it from related Liquidation Proceeds.

         Specially Serviced Loans. With respect to any Mortgage Loan (i) as to
which a payment default has occurred at its maturity date, (ii) as to which any
Monthly Payment (other than a Balloon Payment) is more than 60 or more days
delinquent, (iii) as to which the borrower has (a) filed for, or consented to,
bankruptcy, appointment of a receiver or conservator or a similar insolvency
proceeding, (b) become the subject of a decree or order for such a proceeding
which is not stayed or discharged within 60 days, or (c) has admitted in writing
its inability to pay its debts generally as they become due, (iv) as to which
the related Servicer shall have received notice of the foreclosure or proposed
foreclosure of any other lien on the Mortgaged Property, (v) as to which, in the
judgment of the related Servicer, a payment default has occurred or is imminent
and is not likely to be cured by the borrower within 60 days or (vi) any other
default has occurred which has materially and adversely affected the value of
the related Mortgage Loan, and prior to acceleration of amounts due under the
related Mortgage Note or commencement of any foreclosure or similar proceedings,
the related Servicer will transfer its servicing responsibilities to the related
Special Servicer, but will continue to receive payments on such Mortgage Loan
(including amounts collected by the related Special Servicer), to make certain
calculations with respect to such Mortgage Loan and to make remittances and
prepare certain reports to the Trustee with respect to such Mortgage Loan. If
the related Mortgaged Property is acquired in respect of any such Mortgage Loan
(upon acquisition, an "REO Property") whether through foreclosure, deed-in-lieu
of foreclosure or otherwise, the related Special Servicer will continue to be
responsible for the operation

                                     S-154

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and management thereof. The Mortgage Loans serviced by the related Special
Servicer and any Mortgage Loans that have become REO Properties are referred to
herein as the "Specially Serviced Mortgage Loans." The Servicers will have no
responsibility for the performance by the Special Servicers of their duties
under the Pooling and Servicing Agreement.

         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 three consecutive Monthly
Payments (provided, that no additional event of default is foreseeable in the
reasonable judgment of the Special Servicer), the related Special Servicer will
return the full servicing of such Mortgage Loan (a "Corrected Mortgage Loan") to
the related Servicer.

         Each Special Servicer will prepare a report (an "Asset Status Report")
for each of its related Mortgage Loans which becomes a Specially Serviced
Mortgage Loan not later than 30 days after the servicing of such Mortgage Loan
is transferred to such Special Servicer. Each Asset Status Report will be
delivered to the related Servicer, the Directing Certificateholder (as defined
below) and the Rating Agencies. The Directing Certificateholder may object to
any Asset Status Report within 10 Business Days of receipt; provided, however,
that the related Special Servicer is required to implement the recommended
action as outlined in such Asset Status Report if it makes an affirmative
determination that such objection is not in the best interest of all the
Certificateholders. In connection with making such affirmative determination,
the related Special Servicer will request a vote by all the Certificateholders.
If the Directing Certificateholder does not disapprove an Asset Status Report
within 10 Business Days, the related Special Servicer is required to implement
the recommended action as outlined in such Asset Status Report.

         If the majority of Certificateholders fail within five days after the
notice of such vote is sent to them to reject such Asset Status Report, the
related Special Servicer is required to implement the same. If the majority of
Certificateholders reject the Asset Status Report, the Special Servicer is
required to revise such Asset Status Report as set forth below.

         If the Directing Certificateholder disapproves such Asset Status Report
and the related Special Servicer has not made the affirmative determination
described above, such Special Servicer will revise such Asset Status Report
within ten Business Days thereafter, but in no event later than 30 days after
such disapproval. The related Special Servicer will revise such Asset Status
Report until the earlier of (a) the Directing Certificateholder's failure to
disapprove such revised Asset Status Report as described above; or (b) until
such Special Servicer makes a determination that such objection is not in the
best interests of the Certificateholders; or (c) 60 days from the date of
preparation of the first Asset Status Report at which time such Special Servicer
will implement the recommended action.

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

         The "Controlling Class" will be as of any time of determination the
most subordinate Class of Certificates then outstanding that has a Certificate
Balance at least equal to 25% of the initial Certificate Balance of such Class
(or, if no such Class exists, the most subordinate Class then outstanding);
provided that for this purpose the Class M and Class N Certificates will be
considered to be one Class.

         The Controlling Class as of the Closing Date will be the Class M and
Class N Certificates.

         The "Directing Certificateholder" is the Controlling Class
Certificateholder selected by the holders of more than 50% of the Percentage
Interests in the Controlling Class, by Certificate Balance, as certified by the
Certificate Registrar from time to time; provided, however, that until a
Directing Certificateholder is so selected or after receipt of a notice from the
holders of more than 50% of the Percentage Interests in the Controlling Class
that a Directing Certificateholder is no longer designated, the Controlling
Class Certificateholder that beneficially owns the largest aggregate Certificate
Balance of the Controlling Class will be the Directing Certificateholder.

                                     S-155
<PAGE>

         Neither Special Servicer may 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 Standard, or the REMIC provisions.

MODIFICATIONS

         The Pooling and Servicing Agreement will permit each Special Servicer
(and, in certain circumstances, the applicable Servicer) to modify, waive or
amend any term of the related Mortgage Loan if (a) it determines, in accordance
with the Servicing Standard, that it is appropriate to do so and (b) except as
described in the following paragraph, such modification, waiver or amendment,
will not (i) affect the amount or timing of any scheduled payments of principal,
interest or other amount (including Prepayment Premiums and Yield Maintenance
Charges) payable under the Mortgage Loan, (ii) affect the obligation of the
related borrower to pay a Prepayment Premium or Yield Maintenance Charge or
permit a principal prepayment during the applicable Lockout Period, (iii) except
as expressly provided by the related Mortgage or in connection with a material
adverse environmental condition at the related Mortgaged Property, result in a
release of the lien of the related Mortgage on any material portion of such
Mortgaged Property without a corresponding principal prepayment or (iv) in the
judgment of such Special Servicer or the applicable Servicer, materially impair
the security for the Mortgage Loan or reduce the likelihood of timely payment of
amounts due thereon; provided, that unless the Mortgage Loan is in default or
default is reasonably foreseeable, the Special Servicer (or, if applicable, the
Servicer) has determined (and may rely upon an Opinion of Counsel in making such
determination) that the modification, waiver or amendment will not be a
"significant modification" of the Mortgage Loan within the meaning of Treasury
regulations Section 1-860B-2(b). The modification of the L'Enfant Mortgage Loan
and the 1211 Avenue of the Americas Loan will be governed by the provisions of
the related servicing agreements.

         Notwithstanding clause (b) of the preceding paragraph, the related
Special Servicer may (i) reduce the amounts owing under any Specially Serviced
Mortgage Loan by forgiving principal, accrued interest and/or any Prepayment
Premium or Yield Maintenance Charge, (ii) reduce the amount of the Monthly
Payment on any Specially Serviced Mortgage Loan, including by way of a reduction
in the related Mortgage Rate, (iii) forbear in the enforcement of any right
granted under any Mortgage Note or Mortgage relating to a Specially Serviced
Mortgage Loan, (iv) waive Excess Interest if such waiver conforms to the
Servicing Standard and/or (v) accept a principal prepayment during any Lockout
Period; provided that (w) the related borrower is in default with respect to the
Specially Serviced Mortgage Loan or, in the judgment of such Special Servicer,
such default is reasonably foreseeable, in the sole, good faith judgment of such
Special Servicer, such modification, waiver or amendment would increase the
recovery to Certificateholders on a net present value basis documented to the
Trustee. In no event will the related Special Servicer be permitted to (i)
extend the maturity date of a Mortgage Loan beyond a date that is three years
prior to the Rated Final Distribution Date, (ii) extend the maturity date of any
Mortgage Loan at an interest rate less than the lower of (a) the interest rate
in effect prior to such extension or (b) the then prevailing interest rate for
comparable loans, as determined by such Special Servicer by reference to
available indices for commercial mortgage lending, (iii) if the Mortgage Loan is
secured by a ground lease, extend the maturity date of such Mortgage Loan beyond
a date which is 10 years prior to the expiration of the term of such ground
lease; (iv) reduce the Mortgage Rate to a rate below the lesser of (x) [___%]
per annum and (y) the then prevailing interest rate for comparable loans, as
determined by such Special Servicer by reference to available indices for
commercial mortgage lending; or (v) defer interest due on any Mortgage Loan in
excess of 5% of the Stated Principal Balance of such Mortgage Loan. With respect
to clause (iii), Special Servicer is required to give due consideration to the
term of the ground lease before extending the Maturity Date beyond a date which
is 20 years prior to the expiration of the term of such ground lease. Neither
the Servicers nor the Special Servicers may permit or modify a loan to permit a
voluntary prepayment of a Mortgage Loan (other than a Specially Serviced
Mortgage Loan) on any day other than its Due Date, unless, among other things,
the applicable Servicer or applicable Special Servicer also collects interest
thereon through the Due Date following the date of such prepayment or unless
otherwise permitted under the Mortgage Loan Documents. Prepayments of Specially
Serviced Mortgage Loans will be permitted to be made on any day without the
payment of interest through the following Due Date.

         With respect to any Mortgage Loan the modification of which would
create a deferral of interest, the Pooling and Servicing Agreement will provide
that the amount of Certificate Deferred Interest resulting from such negative
amortization or any such modification will be allocated to reduce the Monthly
Interest Distribution Amount of the Class or Classes (other than the Class A-X
Certificates) with the latest alphabetical designation then

                                     S-156
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outstanding and, to the extent so allocated, shall be added to the Certificate
Balance of such Class or Classes (other than for the purposes of determining
Voting Rights or the identity of the Controlling Class).

         Each Special Servicer will notify the applicable Servicer and the
Trustee of any modification, waiver or amendment of any term of its related
Mortgage Loan and must deliver to the Trustee (with a copy to the applicable
Servicer) for deposit in the related mortgage file an original counterpart of
the agreement related to such modification, waiver or amendment, promptly
following the execution thereof (and in any event within 10 Business Days). Each
Special Servicer will notify the Rating Agencies of any modification, waiver or
amendment of any term of its related Mortgage Loan (i) the principal balance of
which is $20,000,000 or more or (ii) that is a Mortgage Loan, part of a group of
Crossed Loans or a group of loans made to affiliated borrowers that, in each
case, in the aggregate represent 5% or more of the aggregate outstanding
principal balances of all of the Mortgage Loans. Copies of each agreement
whereby any such modification, waiver or amendment of any term of any Mortgage
Loan is effected are to be available for review during normal business hours,
upon prior request, at the offices of the applicable Special Servicer.

OPTIONAL TERMINATION

         The obligations created by the Pooling and Servicing Agreement will
terminate following the earlier of (i) the final payment (or advance in respect
thereof) or other liquidation of the last Mortgage Loan or REO Property subject
thereto or (ii) the purchase of all of the assets of the Trust Fund by the CSFB
Mortgage Loan Seller, the MSDWMC Mortgage Loan Seller, either Special Servicer,
the holders of the Controlling Class or either Servicer. 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 such notice of termination.

         Subject to the requirement set forth in the last sentence of this
paragraph, the CSFB Mortgage Loan Seller will have the option to purchase all of
the assets of the Trust Fund. If the CSFB Mortgage Loan Seller does not exercise
such option within 60 days after it becomes exercisable by the CSFB Mortgage
Loan Seller, the NCCB Mortgage Loan Seller may notify the CSFB Mortgage Loan
Seller, the MSDWMC Mortgage Loan Seller, each Special Servicer and the Trustee
of its intention to exercise such option, and if the CSFB Mortgage Loan Seller
does not exercise such option within ten Business Days thereafter, the NCCB
Mortgage Loan Seller will be entitled to exercise such option. If the NCCB
Mortgage Loan Seller does not exercise its option to purchase all of the assets
of the Trust Fund within 60 days after such option becomes exercisable by the
NCCB Mortgage Loan Seller, the MSDWMC Mortgage Loan Seller may notify the CSFB
Mortgage Loan Seller, the NCCB Mortgage Loan Seller, each Special Servicer and
the Trustee of its intention to exercise such option, and if the NCCB Mortgage
Loan Seller does not exercise such option within ten Business Days thereafter,
the MSDWMC Mortgage Loan Seller will be entitled to exercise such option. If the
MSDWMC Mortgage Loan Seller does not exercise its option to purchase all of the
assets of the Trust Fund within 60 days after such option becomes exercisable,
the holder of a majority of the Percentage Interests in the Controlling Class
may notify the CSFB Mortgage Loan Seller, the MSDWMC Mortgage Loan Seller, the
NCCB Mortgage Loan Seller and the Trustee of its intention to exercise such
option, and if none of the CSFB Mortgage Loan Seller, the MSDWMC Mortgage Loan
Seller or the NCCB Mortgage Loan Seller exercises such option within ten
Business Days, the holder of a majority of the Percentage Interests in the
Controlling Class will be entitled to exercise such option. If the holder of a
majority of the Percentage Interests in the Controlling Class do not exercise
their option to purchase all of the assets of the Trust Fund within 60 days
after such option becomes exercisable, either Special Servicer may notify the
CSFB Mortgage Loan Seller, the MSDWMC Mortgage Loan Seller, the NCCB Mortgage
Loan Seller, the holder of a majority of the Percentage Interests in the
Controlling Class and the Trustee of its intention to exercise such option, and
if none of the CSFB Mortgage Loan Seller, the MSDWMC Mortgage Loan Seller, NCCB
Mortgage Loan Seller or the holder of a majority of the Percentage Interests in
the Controlling Class exercise such option within ten Business Days, either
Special Servicer will be entitled to exercise such option. If the Special
Servicer does not exercise its option to purchase all of the assets of the Trust
Fund within 60 days after such option becomes exercisable, the applicable
Servicer may notify the CSFB Mortgage Loan Seller, the MSDWMC Mortgage Loan
Seller, the NCCB Mortgage Loan Seller, the holder of the Controlling Class, each
Special Servicer and the Trustee of its intention to exercise such option, and
if none of the CSFB Mortgage Loan Seller, the MSDWMC Mortgage Loan Seller, the
NCCB Mortgage Loan Seller, the holders of the Controlling Class nor the Special
Servicers exercise such option within ten business days, either Servicer will be
entitled to exercise such option. Any such purchase of all the Mortgage Loans

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and other assets in the Trust Fund is required to be made at a price equal to
the sum of (i) the aggregate Purchase Price of all the Mortgage Loans (in each
case exclusive of REO Loans) included in the Trust Fund and (ii) the aggregate
fair market value of all REO Properties, if any, 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 such Servicer and the Trustee. Such purchase will
effect early retirement of the then outstanding Offered Certificates, but the
right of the CSFB Mortgage Loan Seller, the NCCB Mortgage Loan Seller, the
MSDWMC Mortgage Loan Seller, the Special Servicers, the holder of the
Controlling Class or the applicable Servicer to effect such termination is
subject to the requirement that the then aggregate Stated Principal Balance of
the Mortgage Loans and any REO Mortgage Loans be less than 1.00% of the Initial
Pool Balance.

         On the final Distribution Date, the aggregate amount paid by the CSFB
Mortgage Loan Seller, the MSDWMC Mortgage Loan Seller, the NCCB Mortgage Loan
Seller, the applicable Special Servicer, the holder of the Controlling Class or
the applicable Servicer, 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 Collection Account and not otherwise payable to a
person other than the Certificateholders (see "Description of the
Certificates--Accounts" in the Prospectus), will be applied generally as
described above under "Description of the Offered Certificates--Distributions--
Priority of Distributions."

THE TRUSTEE

         Wells Fargo Bank Minnesota, N.A. (formerly known as Norwest Bank
Minnesota, National Association), a national banking association, will serve as
Trustee under the Pooling and Servicing Agreement pursuant to which the
Certificates are being issued (in such capacity, the "Trustee"). The corporate
trust office of the Trustee responsible for administration of the Trust is
located at 11000 Broken Land Parkway, Columbia, Maryland 21044-3562, Attention:
Corporate Trust Services, Credit Suisse First Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2000-C1. For Certificate
transfer and payment purposes, the office of the Trustee is located at Sixth and
Marquette, Minneapolis, Minnesota 55479-0113, Attention: Corporate Trust
Services, Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2000-C1. As of December 31, 1999, the
Trustee had assets in excess of $100,000,000.

         As compensation for its services, the Trustee will receive the Trustee
Fee (as defined below).

         The information concerning the Trustee set forth herein has been
provided by the Trustee, and none of the CSFB Mortgage Loan Seller, the MSDWMC
Mortgage Loan Seller, the NCCB Mortgage Loan Seller, the Servicers, the Special
Servicers, the Depositor or the Underwriters makes any representation or
warranty as to the accuracy hereof.

TRUSTEE FEE AND PAYMENT OF EXPENSES

         As compensation for the performance of its duties, the Trustee will be
paid a fee (the "Trustee Fee"). The Trustee Fee will be payable monthly on a
loan-by-loan basis and will accrue at a rate (the "Trustee Fee Rate") equal to
0.0031% per annum, and will be computed on the basis of a 360-day year
consisting of twelve 30-day months on the Stated Principal Balance of the
related Mortgage Loan. In addition, the Trustee will be entitled to recover from
the Trust Fund all reasonable unanticipated expenses and disbursements incurred
or made by such party in accordance with any of the provisions of the Pooling
and Servicing Agreement, but not including expenses incurred in the ordinary
course of performing their duties under the Pooling and Servicing Agreement, and
not including any such expense, disbursement or advance as may arise from their
willful misconduct, negligence or bad faith.

DUTIES OF THE TRUSTEE

         If the related Servicer fails to make a required Advance, the Trustee
is required to make such Advance, provided that the Trustee shall not be
obligated to make any Nonrecoverable Advance. The Trustee will be entitled to
rely conclusively on any determination by the related Servicer or the related
Special Servicer that an Advance, if

                                     S-158
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made, would not be recoverable. The Trustee will be entitled to reimbursement
for each Advance, with interest, made by it in the same manner and to the same
extent as such Servicer or such Special Servicer.

         If no Event of Default has occurred, and after the curing of all Events
of Default which may have occurred, the Trustee is required to perform only
those duties specifically required under the Pooling and Servicing Agreement.
Upon receipt of the various certificates, reports or other instruments required
to be furnished to it, the Trustee is required to examine such documents and to
determine whether they conform on their face to the requirements of the Pooling
and Servicing Agreement.

THE SERVICERS

         CapMark Services, L.P., in its capacity as servicer under the Pooling
and Servicing Agreement (in such capacity, the "Pool I Servicer"), will be
responsible for servicing the Mortgage Loans (other than NCCB Mortgage Loans,
Specially Serviced Mortgage Loans and REO Properties). National Consumer
Cooperative Bank, in its capacity as servicer under the Pooling and Servicing
Agreement (in such capacity, the "Pool II Servicer" and together with the Pool I
Servicer, each, a "Servicer"), will be responsible for servicing the NCCB
Mortgage Loans. Although each Servicer is authorized to employ agents, including
sub-servicers, to directly service the Mortgage Loans for which it is
responsible, each Servicer will remain liable for its related servicing
obligations under the Pooling and Servicing Agreement. With respect to the
Multiple Note Loans, the holder of the related Other Note, or a servicer on its
behalf, will service the Whole Loan. See "Certain Characteristics of the
Mortgage Loans--Multiple Note Loans" and "--Servicing of the Mortgage Loans;
Collection of Payments" in this Prospectus Supplement.

         Pool I Servicer's principal servicing offices are located at 245
Peachtree Center Avenue N.E., Atlanta, Georgia 30303.

         As of March 31, 2000, CapMark and its affiliates serviced approximately
7,637 commercial and multi-family loans, totaling approximately $47.9 billion in
aggregate outstanding principal amount. Within this servicing portfolio are
loans that have been securitized in a total of 67 transactions with an aggregate
principal balance of approximately $28.9 billion. The portfolio is significantly
diversified both geographically and by product type.

         As of June 1, 2000, CapMark held a primary servicer rating of "Strong"
from S&P, "CPS2" from Fitch and "Approved" from Moody's Investors Service, Inc.
("Moody's"). CapMark currently holds a master servicing rating of "Above
Average" from S&P and "CMS2" from Fitch.

         The Pool II Servicer, which does business under the trade name National
Cooperative Bank, was chartered by an act of Congress in 1978 for the purpose of
providing loans and other financial services to cooperatively owned and
organized corporations throughout the United States. By Congressional amendments
in 1981, the Pool II Servicer was converted to a private institution owned by
its member cooperative borrowers. The principal executive office of the Pool II
Servicer is located at 1401 Eye Street, N.W. Washington, D.C. 20005. The Pool II
Servicer also maintains regional offices in New York City, Oakland and Chicago.

         The Pool II Servicer and its subsidiaries and affiliates, NCB Capital
Corp., NCB Business Credit Corporation, NCB Financial Corporation, NCB
Investment Advisors, Inc., NCB Insurance Brokers Inc. and NCB Savings Bank,
provide a wide range of financial services to cooperatives, including commercial
loans, real estate loans and servicing, origination of real estate loans for
sale in the secondary market, vehicle and equipment leasing, financial advisory
services relating to private debt placements and other financial products.

         The Pool II Servicer has regional offices located across the country in
New York City, Oakland, California, Anchorage, Alaska and Chicago, Illinois. As
of March 31, 2000, the Pool II Servicer and its affiliates were managing a
portfolio with an original asset count of over 1,718 assets in most states with
an original face value of over $2.0 billion, most of which are residential
cooperative real estate assets. Included in this managed portfolio are $1.4
billion of residential cooperative real estate assets representing 16
securitization transactions, for which the Pool II Servicer is servicer or
special servicer.

         As of June 1, 2000, NCCB held a Cooperative Primary Servicing rating of
"CPS2", a Cooperative Master Servicer rating of "CMS3" and as of December 31,
1999, December 31, 1998 and December 31, 1997, respectively, NCCB reported on a
consolidated basis, total assets of $1,056,509,896, $933,415,210 and
$869,303,815 and total

                                     S-159
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capital of $147,282,802, $140,295,909 and $131,833,473. For the years ended
December 31, 1999, December 31, 1998 and December 31, 1997, respectively, the
Pool II Servicer reported, on a consolidated basis, net income of $14,714,107,
$12,627,625 and $12,462,355. The Pool II Servicer files annual and quarterly
financial reports with the Commission.

         The information concerning Pool I Servicer and Pool II Servicer set
forth herein has been provided by the related Servicer, and none of the Mortgage
Loan Sellers, the Special Servicers, the Depositor, the Trustee or the
Underwriters makes any representation or warranty as to the accuracy thereof.

SERVICING COMPENSATION AND PAYMENT OF EXPENSES

         The fee of the Pool I Servicer (the "Pool Servicing Fee") will be
payable monthly on a loan-by-loan basis from interest received, will accrue at a
rate (the "Pool Servicing Fee Rate") of 0.05% per annum, and will be computed on
the basis of a 360-day year consisting of twelve 30-day months on the Stated
Principal Balance of the Mortgage Loans other than the NCCB Mortgage Loans
(including any related REO Loans and Specially Serviced Mortgage Loans). The fee
of the Pool II Servicer (the "NCCB Servicing Fee") will be payable monthly on a
loan-by-loan basis from interest received, will accrue at a rate (the "NCCB
Servicing Fee Rate") of 0.06% per annum, and will be computed on the same basis
as the related Mortgage Loan on the Stated Principal Balance of the NCCB
Mortgage Loans (including any related REO Loans and Specially Serviced Mortgage
Loans). The Pool I Servicer will be entitled to retain out of amounts to be
remitted to the Trust Fund a fee (a "Primary Servicing Fee") that accrues on the
Stated Principal Balance of the Mortgage Loans other than the NCCB Mortgage
Loans at a rate of 0.07% per annum. The Pool II Servicer will be entitled to
retain out of amounts to be remitted to the Trust Fund a Primary Servicing Fee
that accrues on the NCCB Mortgage Loans at a rate of 0.08% per annum. The Pool I
Servicer and the Pool II Servicer will each be permitted to assign its Primary
Servicing Fee (each, an "Assignable Primary Servicing Fee") to any third party.
The Assignable Primary Servicing Fee will be payable to CapMark Services, L.P.
or NCCB, as applicable, or its assignee, regardless of whether CapMark Services,
L.P. or NCCB, as applicable, continues to be a servicer under the Pooling and
Servicing Agreement or a primary servicer of any Mortgage Loan. The Primary
Servicing Fee with respect to each Mortgage Loan will be calculated in the same
manner as interest on such Mortgage Loan.

         The Pool II Servicer will be permitted to assign any portion of the
NCCB Servicing Fee. Each Servicer will be required to pay the fees and expenses
of any other sub-servicer retained by such Servicer out of the Servicing Fee.
Except to the extent set forth in the related Primary Servicing Agreement, in no
event will a Servicer or any Primary Servicer be entitled to retain a servicing
fee from the amount of any P&I Advance. In addition to the Servicing Fee, each
Servicer will be entitled to retain, as additional servicing compensation, (i)
50% of all assumption fees paid by the borrowers on related Mortgage Loans that
are not Specially Serviced Mortgage Loans (but only to the extent that all
amounts then due and payable with respect to such Mortgage Loan, other than
interest on outstanding Advances, have been paid) and (ii) late payment charges
and default interest (collectively, "Penalty Charges") paid by the borrowers and
collected by such Servicer, but only to the extent such amounts are not needed
to pay outstanding interest on all Advances accrued with respect to such
Mortgage Loan. The remainder of the assumption fees is required to be delivered
to the related Special Servicer as additional servicing compensation. Each
Servicer also is authorized but not required to invest or direct the investment
of funds held in the Collection Account in Permitted Investments, and such
Servicer will be entitled to retain any interest or other income earned on such
funds (but only to the extent such interest or other income is not required,
together with the Servicing Fee, to cover Prepayment Interest Shortfalls) and
will bear any losses resulting from the investment of such funds. Each Servicer
also is entitled to invest or direct the investments held in the Cash Collateral
Accounts, Lockbox Accounts and the Escrow Accounts and to retain any interest to
the extent such interest is not required to be paid to the related borrowers.
Additionally, each Servicer is entitled to all commercially reasonable fees
received on or with respect to Mortgage Loan modifications for which such
Servicer is responsible, but only to the extent actually collected from the
related borrower and subject to certain other limitations. Finally, each
Servicer is entitled to retain any miscellaneous fees collected from borrowers.
Each Servicer is also entitled to receive all Prepayment Interest Excesses as
additional servicing compensation unless such Prepayment Interest Excess results
from each Servicer accepting a voluntary prepayment with respect to a Mortgage
Loan and waiving a right under such Mortgage Loan to collect interest thereon
through the Due Date following the date of prepayment.

                                     S-160
<PAGE>

         The principal compensation to be paid to the Special Servicers in
respect of their 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") on the basis of the same principal
amount and for the same period respecting which any related interest payment due
or deemed due on such Specially Serviced Mortgage Loan is computed, and will be
payable monthly from the Trust Fund. A "Workout Fee" will in general be payable
with respect to each Corrected Mortgage Loan. As to each Corrected Mortgage
Loan, the Workout Fee will be payable out of, and will be calculated by
application of a "Workout Fee Rate" of (i) 1.0% for any Mortgage Loan with a
Stated Principal Balance of less than $10,000,000, (ii) 0.75% for any Mortgage
Loan with a Stated Principal Balance equal to or greater than $10,000,000 but
less than $20,000,000 and (iii) 0.5% for any Mortgage Loan with a Stated
Principal Balance equal to or greater than $20,000,000, to each collection of
interest and principal (including scheduled payments, prepayments, Balloon
Payments and payments at maturity) received on such Mortgage Loan for so long as
it remains a Corrected Mortgage Loan. The Workout Fee with respect to any
Corrected Mortgage Loan will cease to be payable if such loan again becomes a
Specially Serviced Mortgage Loan; provided that a new Workout Fee will become
payable if and when such Mortgage Loan again becomes a Corrected Mortgage Loan.
If a Special Servicer is terminated (other than for cause or by resignation), it
will 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 a Special Servicer and were still such at the time of such termination
(and the successor Special Servicer shall not be entitled to any portion of such
Workout Fee), in each case until the Workout Fee for any such loan ceases to be
payable in accordance with the preceding sentence. A "Liquidation Fee" will be
payable with respect to each Specially Serviced Mortgage Loan as to which such
Special Servicer obtains a full or discounted payoff with respect thereto from
the related borrower and, except as otherwise described below, with respect to
any Specially Serviced Mortgage Loan or REO Property as to which such Special
Servicer receives any amounts (net of expenses) in connection with a taking of a
Mortgaged Property by exercise of a power of eminent domain or condemnation or
the liquidation of a defaulted Mortgage Loan, by foreclosure or otherwise
("Liquidation Proceeds"). As to each such Specially Serviced Mortgage Loan, the
Liquidation Fee will be payable from, and will be calculated by application of a
"Liquidation Fee Rate" of (i) 1.0% for any Mortgage Loan with a Stated Principal
Balance of less than $10,000,000, (ii) 0.75% for any Mortgage Loan with a Stated
Principal Balance equal to or greater than $10,000,000 but less than $20,000,000
and (iii) 0.5% for any Mortgage Loan with a Stated Principal Balance equal to or
greater than $20,000,000, to the net liquidation proceeds received with respect
to such Specially Serviced Mortgage Loan. Notwithstanding anything to the
contrary described above, no Liquidation Fee will be payable based on, or out
of, Liquidation Proceeds received in connection with the repurchase of any
Mortgage Loan by the related Mortgage Loan Seller, Finova Capital, Finova or
Llama, as applicable, for a breach of representation or warranty or for
defective or deficient Mortgage Loan documentation, the purchase of any
Specially Serviced Mortgage Loan by the applicable Servicer or the applicable
Special Servicer, the purchase by the holders of the Class V-1 or Class V-2
Certificates of any ARD Loan or the purchase of all of the Mortgage Loans and
REO Properties in connection with an optional termination of the Trust Fund. If,
however, Liquidation Proceeds are received with respect to any Corrected
Mortgage Loan and the related Special Servicer is properly entitled to a Workout
Fee, such Workout Fee will be payable based on and out of the portion of such
Liquidation Proceeds that constitutes principal and/or interest. Each Special
Servicer will be entitled to additional servicing compensation in the form of
(i) all assumption fees on all Specially Serviced Mortgage Loans, (ii) 50% of
all assumption fees on any Specially Serviced Mortgage Loans other than
Specially Serviced Mortgage Loans and (iii) all commercially reasonable
extension fees and modification fees received on or with respect to any Mortgage
Loans to the extent already collected. Each Special Servicer will also be
entitled to Penalty Charges collected by such Special Servicer on any Specially
Serviced Mortgage Loans net of any outstanding interest on Advances accrued
thereon.

         Although the Servicers and the Special Servicers are each required to
service and administer the related Mortgage Loans in accordance with the
Servicing Standard above and, accordingly, without regard to their right 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 applicable Servicer or the applicable
Special Servicer, as the case may be, with an economic disincentive to comply
with such standard.

         As and to the extent described herein under "Advances," the Servicer
will be entitled to receive interest on their related Advances at the
Reimbursement Rate, such interest to be paid contemporaneously with the
reimbursement of the related Advance.

                                     S-161
<PAGE>

         Each of the Servicers and the Special Servicers generally will be
required to pay all expenses incurred by it in connection with its servicing
activities under the Pooling and Servicing Agreement and will not be entitled to
reimbursement therefor except as expressly provided in the Pooling and Servicing
Agreement. In connection therewith, each Servicer will be responsible for all
fees of any sub-servicers.

         Any Prepayment Interest Shortfall for any Mortgage Loan in excess of
the sum of (i) the Servicing Fee attributable to such Mortgage Loan (other than
a Specially Serviced Mortgage Loan) being prepaid and (ii) the investment income
accruing on the related Principal Prepayment due to the Servicer for the period
from the date of such prepayment to the following Servicer Remittance Date (or,
in the case of a Specially Serviced Mortgage Loan, for the period from the date
of such prepayment to the immediately following Due Date) (such excess amount,
an "Uncovered Prepayment Interest Shortfall") will be allocated to each Class of
Regular Certificates, pro rata, based on the Monthly Interest Distribution
Amounts thereof (calculated without regard to any Uncovered Prepayment Interest
Shortfall Amounts). Any Prepayment Interest Excess on a Mortgage Loan (other
than a Mortgage Loan the terms of which expressly permit collections of interest
through the following Due Date in connection with any voluntary principal
prepayment) will be paid to the related Servicer.

         "Prepayment Interest Excess" means, with respect to any Distribution
Date, for each Mortgage Loan that was subject to a principal prepayment in full
or in part, or as to which insurance or condemnation proceeds were received by
the related Servicer or the related Special Servicer for application to such
Mortgage Loan, in each case after the Due Date in the month of such Distribution
Date and on or prior to the related Determination Date, the amount of interest
accrued at the Mortgage Rate for such Mortgage Loan on the amount of such
principal prepayment, insurance proceeds or condemnation proceeds after the
Mortgage Interest Accrual Period relating to such Due Date and accruing in the
manner set forth in the loan documents relating to such Mortgage Loan, to the
extent such interest is collected by the related Servicer or the related Special
Servicer.

THE SPECIAL SERVICERS

         Lennar Partners, Inc., a Florida corporation and a subsidiary of LNR
Property Corporation ("LNR"), will serve as the special servicer and in such
capacity will be responsible for servicing the Specially Serviced Mortgage
Loans, other than the National Consumer Cooperative Bank, the L'Enfant Loan and
the 1211 Avenue of the Americas Loan (in such capacity, the "Pool I Special
Servicer"). National Consumer Cooperative Bank, will serve as the special
servicer and in such capacity will be responsible for servicing the NCCB
Mortgage Loans that become Specially Serviced Mortgage Loans (in such capacity,
the "Pool II Special Servicer" and together with the Pool I Special Servicer,
each, a "Special Servicer").

         The principal executive offices of the Pool I Special Servicer are
located at 760 N.W. 107th Avenue, Miami, Florida 33172, and its telephone number
is (305) 485-2000.

         The principal executive offices of the Pool II Special Servicer are
located at 1401 Eye Street, N.W., Washington, D.C. 20005, and its telephone
number is 202-336-7700.

         LNR, its subsidiaries and affiliates are involved in the real estate
investment and management business and engage principally in (i) acquiring,
developing, managing and repositioning commercial and multi-family residential
real estate properties, (ii) acquiring (often in partnership with financial
institutions or real estate funds) and managing portfolios of mortgage loans and
other real estate related assets, (iii) investing in unrated and non-investment
grade commercial mortgage backed securities as to which the Pool I Special
Servicer has the right to be special servicer, and (iv) making high yielding
real estate related loans and equity investments. The Pool I Special Servicer
has regional offices located across the country in Florida, Georgia, Oregon and
California. As of April 1, 2000, the Pool I Special Servicer and its affiliates
were managing a portfolio which included an original count of over 9,000 assets
in most states with an original face value of over $50 billion, most of which
are commercial real estate assets. Included in this managed portfolio are $44
billion of commercial real estate assets representing 59 securitization
transactions, for which the Pool I Special Servicer is servicer or special
servicer. The Pool I Special Servicer and its affiliates own and are in the
business of acquiring assets similar in type to the assets of the Trust Fund.
Accordingly, the assets of the Pool I Special Servicer and its affiliates may,
depending upon the particular circumstances, including the nature and location
of such assets, compete with the Mortgaged Properties for tenants, purchasers,
financing and so forth.

                                     S-162
<PAGE>


         The Pool II Special Servicer has regional offices located across the
country in New York City, Oakland, California and Chicago, Illinois. As of March
31, 2000, the Pool II Special Servicer and its affiliates were managing a
portfolio with an original asset count of over 1,718 assets in most states with
an original face value of over $2 billion, most of which are residential
cooperative real estate assets. Included in this managed portfolio are $1.4
billion of residential cooperative real estate assets representing 16
securitization transactions, for which NCCB is the servicer or special servicer.
As of June 1, 2000, NCCB held a Cooperative Special Servicer Rating of "CSS2"
from Fitch.

         Each Special Servicer and its affiliates own and are in the business of
acquiring assets similar in type to the assets of the Trust Fund. Accordingly,
the assets of each Special Servicer and its affiliates may, depending upon the
particular circumstances, including the nature and location of such assets,
compete with the Mortgaged Properties for tenants, purchasers, financing and so
forth.

         The information set forth herein concerning each Special Servicer has
been provided by such Special Servicer, and none of Mortgage Loan Seller, the
Trustee, the Depositor, the Servicers or the Underwriters makes any
representation or warranty as to the accuracy or completeness of such
information.

         The holders of greater than 50% of the percentage interests of the
controlling class will be entitled to remove the Special Servicer of the
Mortgage Loans other than those sold to the depositor by National Consumer
Cooperative Bank and appoint a successor special servicer subject to written
confirmation from each rating agency that such removal and appointment, in and
of itself, would not cause a downgrade, qualification or withdrawal of the then
current ratings assigned to any Class of Certificates. Notwithstanding the
foregoing, at any time when Lennar Partners, Inc. is the Directing
Certificateholder, Lennar Partners, Inc. may remove National Consumer
Cooperative Bank as Special Servicer with or without cause. Neither the Trustee
nor any certificateholder will have the right to replace the special servicer of
the 1211 Avenue of the Americas loan or the L'Enfant loan.

         Servicing of Loans with Other Servicers. With respect to the L'Enfant
Loan, if the L'Enfant Loan becomes a Specially Serviced Mortgage Loan, Lennar
Partners, Inc., in its capacity as the special servicer for the CSFB 1998-C2
Securitization will service the L'Enfant Loan in accordance with the CSFB
1998-C2 Securitization pooling and servicing agreement for so long as it is
being specially serviced. See "Certain Characteristics of the Mortgage
Loans--Significant Mortgage Loans--The L'Enfant Loan" in this Prospectus
Supplement.

EACH SERVICER AND EACH SPECIAL SERVICER PERMITTED TO BUY CERTIFICATES

         Each Servicer and each Special Servicer will be permitted to purchase
any Class of Certificates. Such a purchase by such Servicer or such Special
Servicer could cause a conflict relating to such Servicer's or such Special
Servicer's duties pursuant to the Pooling and Servicing Agreement and such
Servicer's or such Special Servicer's interest as a holder of Certificates,
especially to the extent that certain actions or events have a disproportionate
effect on one or more Classes of Certificates. Pursuant to the Pooling and
Servicing Agreement, each Servicer or each Special Servicer are required to
administer the related Mortgage Loans in accordance with the servicing standard
set forth therein without regard to ownership of any Certificate by such
Servicer or such Special Servicer or any affiliate thereof.

REPORTS TO CERTIFICATEHOLDERS; AVAILABLE INFORMATION

         Trustee Reports. Based solely on information provided in monthly
reports prepared by the related Servicer and the related Special Servicer
regarding the related Mortgage Loans (each of which may also publish such
reports on the Internet), and delivered to the Trustee, the Trustee will make
available and, upon request, forward on each Distribution Date to each
Certificateholder, the Depositor, the Servicers, the Special Servicers, the
Underwriters, each Rating Agency, Bloomberg, L.P., the Trepp Group, Charter
Research Corporation and Intex Solutions, Inc. and, if requested in writing, any
potential investors in the Certificates, all of which will be made available
electronically to any interested party via the Trustee's website and, with
respect to the Statement to Certificateholders only, its fax service:

               (a) A statement (a "Statement to Certificateholders") setting
          forth, among other things: (i) the aggregate amount of distributions,
          if any, made on such Distribution Date to the holders of each Class of
          Certificates applied to reduce the respective Certificate Balances
          thereof; (ii) the aggregate amount of

                                     S-163
<PAGE>

          distributions, if any, made on such Distribution Date to holders of
          each Class of Certificates allocable to (a) such Class's Optimal
          Interest Distribution Amount and, separately stated, the portion
          thereof representing the Unpaid Interest Shortfall Amount for such
          Class, (b) Prepayment Premiums and Yield Maintenance Charges; (iii)
          the number of outstanding Mortgage Loans and the aggregate unpaid
          principal balance of the Mortgage Loans at the close of business on
          the related Determination Date; (iv) the number and aggregate unpaid
          principal balance of Mortgage Loans (a) delinquent 30-59 days, (b)
          delinquent 60-89 days, (c) delinquent 90 days or more (d) that are
          Specially Serviced Mortgage Loans and are not delinquent, or (e) as to
          which foreclosure proceedings have been commenced; (v) with respect to
          any Mortgage Loan as to which the related Mortgaged Property became an
          REO Property during the preceding calendar month, the city, state,
          property type, latest DSCR, Stated Principal Balance and unpaid
          principal balance of such Mortgage Loan as of the date such Mortgaged
          Property became an REO Property; (vi) as to any Mortgage Loan
          repurchased by either Mortgage Loan Seller, Finova Capital, Finova or
          Llama or otherwise liquidated or disposed of during the related Due
          Period, the loan number thereof and the amount of proceeds of any
          repurchase of a Mortgage Loan, Liquidation Proceeds and/or other
          amounts, if any, received thereon during the related Due Period and
          the portion thereof included in the Available Distribution Amount for
          such Distribution Date; (vii) with respect to any REO Property
          included in the Trust Fund as of the close of business on the related
          Due Date, the loan number of the related Mortgage Loan, the value of
          such REO Property based on the most recent appraisal or valuation and
          the amount of any other income collected with respect to any REO
          Property received on such REO Property during the related Due Period
          and the portion thereof included in the Available Distribution Amount
          for such Distribution Date; (viii) with respect to any REO Property
          sold or otherwise disposed of during the related Due Period and for
          which a final recovery determination has been made, (a) the loan
          number of the related Mortgage Loan and the amount of the sale
          proceeds and other amounts, if any, received in respect of such REO
          Property during the related Due Period and the portion thereof
          included in the Available Distribution Amount for such Distribution
          Date and (b) the date of the related determination by the Special
          Servicer that it has recovered all payments which it expects to be
          finally recoverable (the "Final Recovery Determination"); (ix) the
          aggregate Certificate Balance or Notional Balance of each Class of
          Regular Certificates before and after giving effect to the
          distributions made on such Distribution Date, separately identifying
          any reduction in the aggregate Certificate Balance or Notional
          Balance, as applicable, of each such Class due to any Collateral
          Support Deficit; (x) the amount of principal prepayments (in the
          aggregate and broken out on a loan-by-loan basis) made during the
          related Due Period, the amount of any Yield Maintenance Charges and/or
          Prepayment Premiums (in the aggregate and broken out on a loan-by-loan
          basis) paid during the related Due Period and the aggregate amount of
          any Prepayment Interest Shortfalls not covered by the applicable
          Servicer for such Distribution Date; (xi) the Pass-Through Rate for
          each Class of Certificates applicable for such Distribution Date;
          (xii) the aggregate amount of the Servicing Fee, Primary Servicing Fee
          and Special Servicing Fee retained by or paid to the applicable
          Servicer and the applicable Special Servicer during the related Due
          Period; (xiii) the Collateral Support Deficit, if any, for such
          Distribution Date; (xiv) certain Trust Fund expenses incurred during
          the related Due Period as described in the Pooling and Servicing
          Agreement; (xv) the amount of Servicing Advances and P&I Advances (net
          of reimbursed Advances) outstanding which have been made by the
          applicable Servicer or the Trustee during the related Due Period; and
          (xvi) the amount of any Appraisal Reduction Amounts allocated during
          the related Due Period on a loan-by-loan basis and the total Appraisal
          Reduction Amounts as of such Distribution Date on a loan-by-loan
          basis. In the case of information furnished pursuant to subclauses
          (i), (ii) and (ix) above, the amounts shall be expressed as a dollar
          amount in the aggregate for all Certificates of each applicable Class
          and per $1,000 of original Certificate Balance or Notional Balance, as
          the case may be.

               (b) A report containing information regarding the Mortgage Loans
          as of the end of the related Due Period, which report shall contain
          substantially the categories of information regarding the Mortgage
          Loans set forth in this Prospectus Supplement in the tables under the
          caption "Certain Characteristics of the Mortgage Loans--Certain Terms
          and Conditions of the Mortgage Loans" (reported, where applicable,
          solely on the basis of the most recent relevant information provided
          by the borrowers to the related Servicer or the related Special
          Servicer and by such Servicer or such Special Servicer, as the case
          may be, to the Trustee) and such information shall include a
          loan-by-loan listing showing loan name, property type, location,
          unpaid principal balance, Mortgage Rate, paid through date, maturity
          date, net interest portion of the Monthly Payment, principal portion
          of the Monthly Payment and any Prepayment Premiums received.

                                     S-164
<PAGE>

          Such loan-by-loan listing will be made available electronically in
          accordance with the provisions of the Pooling and Servicing Agreement;
          provided, however, that the Trustee will provide Certificateholders
          with a written copy of such report upon written request.

         Servicer Reports. Each Servicer is required to deliver to the Trustee
on the Business Day prior to each Distribution Date, and the Trustee is required
to make available, or, upon request, forward to each Certificateholder, the
Depositor, the Trustee, the Underwriters, each Rating Agency and, if requested
in writing, any potential investor in the Certificates, on each Distribution
Date, the following eight reports, in the form of the Commercial Mortgage
Securities Association standard information package, all of which will be made
available electronically via the Trustee's website:

               (a) A "Comparative Financial Status Report," in the form set
          forth in Annex C, setting forth, among other things, the occupancy
          (except with respect to the NCCB Mortgage Loans), revenue, net
          operating income and DSCR for the Mortgage Loans as of the current
          Determination Date for each of the following three periods: (i) the
          most current available year-to-date, (ii) the previous two full fiscal
          years and (iii) the "base year" (representing the original analysis of
          information used as of the Cut-off Date). The DSCR for the NCCB
          Mortgage Loans will be based on the U/W Net Cash Flow as of the date
          of this Prospectus Supplement and will only be updated if an Appraisal
          Reduction Event occurs with respect to such loan and an updated
          appraisal is obtained.

               (b) A "Delinquent Loan Status Report," in the form set forth in
          Annex C, setting forth, among other things, those Mortgage Loans
          which, as of the close of business on the Determination Date
          immediately preceding the preparation of such report, were delinquent
          30 to 59 days, delinquent 60 to 89 days, delinquent 90 days or more,
          current but specially serviced, or in foreclosure but not an REO
          Property.

               (c) An "Historical Loan Modification Report," in the form set
          forth in Annex C, setting forth, among other things, those Mortgage
          Loans which, as of the close of business on the Determination Date
          immediately preceding the preparation of such report, have been
          modified pursuant to the Pooling and Servicing Agreement (i) during
          the related Due Period and (ii) since the Cut-off Date, showing the
          original and the revised terms thereof.

               (d) An "Historical Loss Estimate Report," in the form set forth
          in Annex C, setting forth, among other things, as of the close of
          business on the Determination Date immediately preceding the
          preparation of such report, the aggregate amount of Liquidation
          Proceeds, both for the related Due Period and historically, set forth
          on a Mortgage Loan-by-Mortgage Loan basis.

               (e) An "REO Status Report," in the form set forth in Annex C,
          setting forth, among other things, with respect to each REO Property
          that was included in the Trust Fund as of the close of business on the
          Determination Date immediately preceding the preparation of such
          report, (i) the acquisition date of such REO Property, (ii) the amount
          of income collected with respect to any REO Property net of related
          expenses and other amounts, if any, received on such REO Property
          during the related Due Period and (iii) the value of the REO Property
          based on the most recent appraisal or other valuation thereof
          available to the applicable Special Servicer as of such date of
          determination.

               (f) A "Servicer Watch List," in the form set forth in Annex C,
          setting forth, among other things, a description of any Mortgage Loan
          that, as of the Determination Date immediately preceding the
          preparation thereof, is in jeopardy of becoming a Specially Serviced
          Mortgage Loan based on certain objective criteria set forth in the
          Pooling and Servicing Agreement.

               (g) Annually, on or before May 31 of each year, commencing with
          May 31, 2001, with respect to each Mortgaged Property and REO
          Property, an "Operating Statement Analysis Report" together with
          copies of the operating statements and rent rolls (but only to the
          extent the related borrower delivers such information to the related
          Servicer or related Special Servicer), as applicable for such
          Mortgaged Property or REO Property as of the end of the preceding
          calendar year. To the extent delivery is required in the related
          Mortgage Loan, the related Servicer (or the related Special Servicer
          in the case of Specially Serviced Mortgage Loans and REO Properties)
          is required to use its best reasonable efforts to obtain said annual
          operating statements and rent rolls.

                                     S-165

<PAGE>

               (h) Within thirty days of receipt by the related Servicer (or
          within ten days of receipt from the related Special Servicer with
          respect to any Specially Serviced Mortgage Loan or REO Property) of
          annual operating statements, if any, with respect to any Mortgaged
          Property or REO Property, an "NOI Adjustment Worksheet" for such
          Mortgaged Property (with the annual operating statements attached
          thereto as an exhibit), presenting the computations made in accordance
          with the methodology described in the Pooling and Servicing Agreement
          to "normalize" the full year net operating income and debt service
          coverage numbers used by the related Servicer in the other reports
          referenced above.

         The reports described in clauses (a), (f), (g) and (h) above are
collectively referred to as the "Restricted Reports." The reports described in
clauses (b), (c), (d) and (e) above are collectively referred as the
"Unrestricted Reports." The information that pertains to Specially Serviced
Mortgage Loans and REO Properties reflected in such reports shall be based
solely upon the reports delivered by the related Special Servicer to the related
Servicer the fourth Business Day prior to the Servicer Remittance Date. Absent
manifest error, none of the Servicers, the Special Servicers or the Trustee
shall be responsible for the accuracy or completeness of any information
supplied to it by a borrower or third party that is included in any reports,
statements, materials or information prepared or provided by the Servicers, the
Special Servicers or the Trustee, as applicable. Upon written request, the
Trustee will make hard copies of such reports available to the
Certificateholders at the expense of the requesting party.

         In addition, within a reasonable period of time after the end of each
calendar year, the Trustee is required to make available and, upon request, to
send to each person who at any time during the calendar year was a
Certificateholder of record, a report summarizing on an annual basis (if
appropriate) the items provided to Certificateholders in the monthly Statement
to Certificateholders and such other information as may be required to enable
such Certificateholders to prepare their federal income tax returns. The Trustee
shall be deemed to have satisfied this requirement to the extent it has complied
with applicable reporting provisions of the Code. Such information is to include
the amount of original issue discount accrued on each Class of Certificates held
by persons other than holders exempted from the reporting requirements and
information regarding the expenses of the Trust Fund.

         Other Information. The Pooling and Servicing Agreement requires that
the Trustee (except with respect to items (iv) and (v) below which will be made
available by the Servicers) make available at its offices, during normal
business hours, upon not less than 10 Business Days' prior written notice, for
review by any Certificateholder, the Depositor, the Trustee, the Special
Servicers, the Servicers, any Rating Agency, any potential investor in the
Certificates or any other person to whom the Depositor believes such disclosure
is appropriate, originals or copies of, among other things, the following items
(except to the extent not permitted by applicable law or under any of the
Mortgage Loan documents): (i) the Pooling and Servicing Agreement and any
amendments thereto, (ii) all Statements to Certificateholders delivered to
holders of the relevant Class of Offered Certificates since the Closing Date,
(iii) all annual officers' certificates and accountants' reports delivered by
the related Servicer and the related Special Servicer to the Trustee since the
Closing Date regarding compliance with the relevant agreements, (iv) the most
recent property inspection report prepared by or on behalf of the related
Servicer or the related Special Servicer with respect to each Mortgaged Property
delivered to the Trustee, (v) the most recent annual operating statements, rent
rolls (to the extent such operating statements or rent rolls have been made
available by the related borrower, or are required under the related loan
documents) and/or lease summaries and retail "sales information," if any,
collected by or on behalf of the related Servicer or the related Special
Servicer with respect to each Mortgaged Property, (vi) any and all
modifications, waivers and amendments of the terms of a Mortgage Loan entered
into by the related Servicer and/or the related Special Servicer delivered to
the Trustee, and (vii) any and all officers' certificates and other evidence
delivered to the Trustee to support the related Servicer's determination that
any Advance, if made, would be a Nonrecoverable Advance. Copies of any and all
of the foregoing items will be available from the Trustee or Servicer, as
applicable, upon written request; however, the Trustee and Servicer, as
applicable, will be permitted to require payment of a sum sufficient to cover
the reasonable costs and expenses of providing such copies.

         The Trustee will make available each month, to any interested party,
the Statement to Certificateholders, the Unrestricted Reports and certain
Mortgage Loan information as presented in the CMSA100 format via the Trustee's
website.

         The Trustee will also make available each month the Restricted Reports,
via its website on a restricted basis, accessible only to each
Certificateholder, each of the parties to the Pooling and Servicing Agreement,
each of

                                     S-166
<PAGE>

the Rating Agencies, each of the Underwriters, any party that identifies itself
to the Trustee as a beneficial owner or prospective purchaser of a Certificate
by delivering an investor certification (the form of which is available on the
Trustee's website and also attached as an exhibit to the Pooling and Servicing
Agreement) and any other person upon the direction of the Depositor. Certain
servicer reports will also be available on the Pool I Servicer's website.

         Neither the Servicer nor Trustee will make any representations or
warranties as to the accuracy or completeness of any report, document or other
information made available on its website and will assume no responsibility
therefor. In addition, the Trustee may disclaim responsibility for any
information distributed by the Trustee for which it is not the original source.
For assistance with the Trustee's website, investors may call (301) 815-6600.

         In connection with providing access to the Trustee's website, the
Trustee may require registration and the acceptance of a disclaimer. None of the
Trustee, the Servicers or the Special Servicers will be liable for the
dissemination of information in accordance herewith and with the Pooling and
Servicing Agreement.

         Other Information Available via the Trustee's Website. Parties to whom
the Trustee provides access may request additional information regarding the
performance of the Mortgage Loans from the Trustee by directing inquiries by
e-mail through the Trustee's website. The Trustee will post responses to
investor inquiries in the "Investor Q&A Forum" section of its website within the
time specified in the Pooling and Servicing Agreement (or indicate the time
within which a response will be provided). Parties to whom the Trustee provides
access may obtain through the Trustee's website a listing of certain "special
events" (as specified in the Pooling and Servicing Agreement) and certain
updates on Mortgage Loan performance and other financial information concerning
the Trust Fund, as specified in the Pooling and Servicing Agreement.


        CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS FOR MORTGAGED PROPERTIES
                  LOCATED IN NEW YORK, CALIFORNIA, WASHINGTON,
                        TEXAS, MASSACHUSETTS AND FLORIDA

         The following discussion contains summaries of certain legal aspects of
the Mortgage Loans or portions of Mortgage Loans secured by parcels in New York
(approximately 24.3% of the Initial Pool Balance), California (approximately
12.7% of the Initial Pool Balance), Florida (approximately 5.0% of the Initial
Pool Balance), Texas (approximately 6.6% of the Initial Pool Balance),
Washington (approximately 8.9% of the Initial Pool Balance) and Massachusetts
(approximately 5.5% of the Initial Pool Balance), which are general in nature.
The summaries do not purport to be complete and are qualified in their entirety
by reference to the applicable federal and state laws governing the Mortgage
Loans.

NEW YORK

         Mortgage loans in New York are generally secured by mortgages on the
related real estate. Foreclosure of a mortgage is usually accomplished in
judicial proceedings. After an action for foreclosure is commenced, and if the
lender secures a ruling that is entitled to foreclosure ordinarily by motion for
summary judgment, the court then appoints a referee to compute the amount owed
together with certain costs, expenses and legal fees of the action. The lender
then moves to confirm the referee's report and enter a final judgment of
foreclosure and sale. Public notice of the foreclosure sale, including the
amount of the judgment, is given for a statutory period of time, after which the
mortgaged real estate is sold by a referee at public auction. There is no right
of redemption after the foreclosure sale. In certain circumstances, deficiency
judgments may be obtained. Under mortgages containing a statutorily sanctioned
covenant, the lender has a right to have a receiver appointed without notice and
without regard to the adequacy of the mortgaged real estate as security for the
amount owed.

CALIFORNIA

         Mortgage Loans in California generally are secured by deeds of trust on
the related real estate. Foreclosure of a deed of trust in California may be
accomplished by a non-judicial trustee's sale under a specific provision in the
deed of trust or by judicial foreclosure. Public notice of either the trustee's
sale or the judgment of foreclosure is given for a statutory period of time
after which the mortgaged real estate may be sold by the Trustee, if foreclosed
pursuant to the Trustee's power of sale, or by court appointed sheriff under a
judicial foreclosure. Following a

                                     S-167
<PAGE>

judicial foreclosure sale, the borrower or its successor in interest may, for a
period of up to one year, redeem the property. California's "one action" rule
requires the lender to exhaust the security afforded under the deed of trust by
foreclosure in an attempt to satisfy the full debt before bringing a personal
action (if otherwise permitted) against the borrower for recovery of the debt,
except in certain cases involving environmentally impaired real property.
California case law has held that acts such as an offset of an unpledged account
constitute violations of such statutes. Violations of such statutes may result
in the loss of some or all of the security under the loan. Other statutory
provisions in California limit any deficiency judgment (if otherwise permitted)
against the borrower following a judicial sale to the excess of the outstanding
debt over the greater of (i) the fair market value of the property at the time
of the public sale and (ii) the amount of the winning bid in the foreclosure.
Further, under California law, once a property has been sold pursuant to a
power-of-sale clause contained in a deed of trust, the lender is precluded from
seeking a deficiency judgment from the borrower or, under certain circumstances,
guarantors. California statutory provisions regarding assignments of rents and
leases require that a lender whose loan is secured by such an assignment must
exercise a remedy with respect to rents as authorized by statute in order to
establish its right to receive the rents after an event of default. Among the
remedies authorized by statute is the lender's right to have a receiver
appointed under certain circumstances.

WASHINGTON

         In Washington, it is most common to foreclose a deed of trust by a
non-judicial trustee's sale. Non-judicial foreclosure is available only if the
property is not used principally for agricultural purposes, either at the time
the deed of trust is granted or at the time of foreclosure. The non-judicial
foreclosure process requires a preliminary 30-day notice of default and a
subsequent 90-day notice of sale. The notice of sale must be posted on the
premises and published twice in a local newspaper. The trustee's sale cannot be
held sooner than 190 days after the date of default.

         Washington has a "one action" rule that prohibits non-judicial
foreclosure during the pendency of any action that seeks satisfaction of an
obligation secured by the deed of trust, with the exception of actions for the
appointment of a receiver or to enforce any other lien or security interest
granted to secure the obligation secured by the deed of trust.

         Non-judicial foreclosure has the effect of satisfying the entire
obligation secured by the deed of trust, including any cross-collateralized
obligations and any obligations of the grantor contained in separate documents
that are the "substantial equivalent" of obligations secured by the deed of
trust. Limited exceptions to the "anti-deficiency" rule allow post-foreclosure
actions against the grantor within one year after the date of foreclosure to
collect misapplied rents, insurance or condemnation proceeds, or to recover for
waste committed against the property.

         In Washington, a lender may elect to foreclose a deed of trust
judicially as a mortgage and preserve the right to a deficiency judgment against
the grantor. There is a one-year redemption period from the date of sale
following a judicial foreclosure. The redemption period may be reduced to eight
months if the foreclosure complaint waives any deficiency judgment against the
grantor.

TEXAS

         Under Texas law, a deed of trust customarily is foreclosed by
non-judicial process; judicial process is generally not used. A mortgagee does
not preclude its ability to sue on a recourse note by instituting foreclosure
proceedings. Unless a longer period or other curative rights are provided by the
loan documents, at least 21 days' notice prior to foreclosure is required and
foreclosure sales must be held on the first Tuesday of a calendar month. Absent
contrary provisions in the loan documents, deficiency judgments are obtainable
under Texas law. To determine the amount of any deficiency judgment, a borrower
is given credit for the greater of the actual sale price (excluding trustee's
and other allowable costs) or the fair market value of the property. Under a
relation-back theory, the entire amount of any mechanic's or materialmen's lien
takes priority over the lien of a deed of trust if the lien claimant began work
or delivered its first materials prior to recordation of the deed of trust,
provided that the loan affidavit is timely and properly perfected.

                                     S-168
<PAGE>

MASSACHUSETTS

         Mortgage loans involving real property in Massachusetts are secured by
mortgages and foreclosures are accomplished by one of the following methods:
judicial foreclosure action, sale under statutory power of sale, peaceable entry
and possession for three years, or bill in equity under statute. Foreclosure by
sale under the statutory power of sale accompanied by an entry prior to the sale
is the more commonly followed method of foreclosure in Massachusetts. If the
mortgagor is not a corporation, limited liability company or limited
partnership, the mortgagee will generally first obtain a judgment from the Land
Court or Superior Court sitting in the county where the property is located
barring the rights of any interested party under the Solders' and Sailor's Civil
Relief Act. Prior to conducting the sale, notice of sale must be published for
three successive weeks with the first such publication to take place at least 21
days prior to the date of sale and notice must be delivered by registered mail
to the required parties at least 30 days prior to the date of sale. A mortgagor
has no right of redemption after a properly conducted foreclosure sale under the
power of sale. The Commonwealth of Massachusetts does not have a "one action
rule" or "anti-deficiency legislation"; however, a deficiency judgment for a
recourse loan cannot be obtained after a foreclosure sale conducted by a power
of sale unless certain required steps are taken, including the giving of notice
at least 21 days before the sale, the signing of an affidavit within 30 days
after the sale, and generally bringing the action within 2 years after the sale.
In certain circumstances, the lender may have a receiver appointed. In
Massachusetts, contamination on a property may give rise to a "super lien" on
the property for costs incurred by the Commonwealth of Massachusetts and such a
lien has priority over all existing liens, including those of existing
mortgages.

FLORIDA

         Mortgage loans involving real property in Florida are secured by
mortgages and foreclosures are accomplished by judicial foreclosure. There is no
power of sale in Florida. After an action for foreclosure is commenced and the
lender secures a judgment, the final judgment will provide that the property be
sold at a public sale at the courthouse if the full amount of the judgment is
not paid prior to the scheduled sale. Generally, the foreclosure sale must occur
no earlier than twenty (20) (but not more than thirty-five (35)) days after the
judgment is entered. During this period, a notice of sale must be published
twice in the county in which the property is located. There is no right of
redemption after the foreclosure sale. Florida does not have a "one action rule"
or "anti-deficiency legislation." Subsequent to a foreclosure sale, however, a
lender may be required to prove the value of the property sold as of the date of
foreclosure in order to recover a deficiency. In certain circumstances, the
lender may have a receiver appointed.

                     CERTAIN FEDERAL INCOME TAX CONSEQUENCES

         The following is a summary of certain United States federal income tax
consequences of an investment in the Offered Certificates by holders that
acquire the Offered Certificates in their initial offering. This summary is
based on the Internal Revenue Code of 1986 (the "Code") as well as Treasury
regulations and administrative and judicial rulings and practice. Legislative,
judicial and administrative changes may occur, possibly with retroactive effect,
that could alter or modify the continued validity of the statements and
conclusions set forth herein. This summary does not purport to address all
federal income tax matters that may be relevant to particular holders. For
example, it generally is addressed only to original purchasers of the Offered
Certificates, deals only with Offered Certificates held as capital assets within
the meaning of Section 1221 of the Code, and does not address tax consequences
to holders that may be relevant to investors subject to special rules, such as
non-U.S. investors, banks, insurance companies, tax-exempt organizations,
dealers in securities or currencies, electing large partnerships, mutual funds,
REITs, RICs, natural persons, cash method taxpayers, S corporations, estates and
trusts, investors that hold the Offered Certificates as part of a hedge,
straddle or integrated or conversion transaction, or holders whose "functional
currency" is not the United States dollar. Further, it does not address
alternative minimum tax consequences or the indirect effects on the holders of
equity interests in a holder of the Offered Certificates. Investors should
consult their own tax advisors to determine the United States federal, state,
local and other tax consequences of the purchase, ownership and disposition of
the Offered Certificates.

         The following discussion is based in part upon the rules governing
original issue discount that are set forth in Code Sections 1271 through 1273
and 1275 and in Treasury regulations issued under the original issue discount
provisions of the Code (the "OID Regulations"), and the Treasury regulations
issued under the provisions of the

                                     S-169
<PAGE>

Code relating to REMICs (the "REMIC Regulations"). Purchasers of the Offered
Certificates should be aware that Section 1272(a)(6) of the Code and the OID
Regulations do not adequately address certain issues relevant to, or applicable
to, prepayable obligations such as the Offered Certificates.

         Elections will be made to treat the Trust Fund, exclusive of the Excess
Interest (such portion of the Trust Fund, the "Trust REMICs"), as two separate
REMICs (the "Upper-Tier REMIC" and the "Lower-Tier REMIC," respectively) within
the meaning of Code Section 860D. The reserve accounts, the Lockbox Accounts and
the Cash Collateral Accounts will be treated as beneficially owned by the
respective borrowers for federal income tax purposes. The Lower-Tier REMIC will
hold the Mortgage Loans (exclusive of Excess Interest), proceeds therefrom, the
Collection Account, the Distribution Account, the Interest Reserve Account and
any REO Property, and will issue (i) certain uncertificated Classes of regular
interests (the "Lower-Tier Regular Interests") and (ii) the Class LR
Certificates, which will represent the sole Class of residual interests in the
Lower-Tier REMIC. The Upper-Tier REMIC will hold regular interests of the
Lower-Tier REMIC and the Upper-Tier Distribution Account in which distributions
thereon will be deposited, and will issue the regular interests represented by
the Class A-1, Class A-2, Class A-X, 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
(the "Regular Certificates") as Classes of regular interests and the Class R
Certificates as representing the sole Class of residual interests in the
Upper-Tier REMIC. Qualification as a REMIC requires ongoing compliance with
certain conditions. Assuming (i) the making of appropriate elections, (ii)
compliance with the Pooling and Servicing Agreement and (iii) compliance with
any changes in the law, including any amendments to the Code or applicable
temporary or final regulations of the U.S. Department of the Treasury ("Treasury
Regulations") thereunder, in the opinion of Cadwalader, Wickersham & Taft, the
Upper-Tier REMIC and the Lower-Tier REMIC will each qualify as a separate REMIC
and the portion of the Trust Fund consisting of Excess Interest and the Excess
Interest Distribution Account will be treated as a grantor trust for federal
income tax purposes. References in this discussion to the "REMIC" will, unless
the context dictates otherwise, refer to each of the Upper-Tier REMIC and the
Lower-Tier REMIC. The Class V-1 and Class V-2 Certificates will represent pro
rata undivided beneficial interests in the portion of the Trust Fund consisting
of Excess Interest with respect to the CSFB Mortgage Loans and the MSDWMC
Mortgage Loans, respectively. In addition, the Offered Certificates are
qualifying assets under Section 7701(a)(19)(C) of the Code only to the extent of
the percentage of the aggregate pool balance from time to time represented by
the Mortgage Loans secured by Multifamily Properties, Residential Cooperative
Properties, manufactured housing community properties and assisted living
facilities.

         The regular interests represented by the Offered Certificates generally
will be treated as newly originated debt instruments for federal income tax
purposes. Beneficial owners of the Offered Certificates will be required to
report income on such regular interests in accordance with the accrual method of
accounting. Based on expected issue prices allocable to the regular interests
represented by the Offered Certificates, it is anticipated that the Class [ ]
Certificates will be issued with original issue discount, the Class [ ]
Certificates will be issued with de minimis original issue discount and the
Class [___] Certificates will be issued at a premium. Yield Maintenance Charges
and Prepayment Premiums received by Certificateholders generally will be treated
as additional ordinary income in respect of their corresponding Class of regular
interests. Nevertheless, authority exists for treating such payments as received
in respect of a sale or exchange and subject to capital gain treatment.
Prospective Certificateholders should consult their tax advisors with respect to
the treatment of Yield Maintenance Charges and Prepayment Premiums for federal
income tax purposes.

         For purposes of accruing original issue discount, determining whether
such original issue discount is de minimis and amortizing any premium, the
Prepayment Assumption will be 0% CPR, with all ARD Loans prepaying on their
related Anticipated Repayment Dates. See "Prepayment and Yield Considerations."
No representation is made as to the rate, if any, at which the Mortgage Loans
will prepay.

         See "Certain Federal Income Tax Consequences--REMIC
Certificates--Taxation of REMIC Regular Certificates--Treatment of Losses" in
the Prospectus for a discussion of the timing of income and the timing and
character of losses on the Offered Certificates as a result of unadvanced
delinquencies or losses on the Mortgage Loans and the subordination features of
the Certificates.

         For a discussion of the tax consequences of the ownership of Offered
Certificates by any person who is not a citizen or resident of the United
States, a corporation or partnership or other entity created or organized in or
under

                                     S-170
<PAGE>

the laws of the United States, a State or the District of Columbia, or is a
foreign estate or trust, see "Certain Federal Income Tax Consequences--REMIC
Certificates--Taxation of Certain Foreign Investors" in the Prospectus.

         See "Certain Federal Income Tax Consequences--REMIC
Certificates--Taxation of REMIC Regular Certificates" in the Prospectus.


                              ERISA CONSIDERATIONS

SENIOR CERTIFICATES

         The purchase by or transfer to an employee benefit plan or other
retirement arrangement, including an individual retirement account or a Keogh
plan, that is subject to Title I of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), or to Section 4975 of the Code, or a governmental
plan (as defined in Section 3(32) of ERISA) that is 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 (each, a "Plan"), or a collective
investment fund in which such Plans are invested, an insurance company using the
assets of separate accounts or general accounts which include assets of Plans
(or which are deemed pursuant to ERISA or any Similar Law to include assets of
Plans) or other persons acting on behalf of any such Plan or using the assets of
any such Plan to acquire the Senior Certificates is subject to the requirements
imposed by ERISA, Section 4975 of the Code or any Similar Law, as described in
the Prospectus under "ERISA Considerations." For example, unless exempted,
investment by a Plan in the Senior Certificates may constitute or give rise to a
prohibited transaction under ERISA or the Code. There are certain exemptions
issued by the United States Department of Labor (the "Department") that may be
applicable to an investment by a Plan in the Senior Certificates. The Department
has granted CSFBC an individual prohibited transaction exemption, Prohibited
Transaction Exemption ("PTE") 89-90, 54 Fed. Reg. 42597 (Oct. 17, 1989) and has
granted Morgan Stanley an individual prohibited transaction exemption, PTE
90-24, 55 Fed. Reg. 20548 (May 24, 1990), each as amended by PTE 97-34, 62 Fed.
Reg. 39021 (July 21, 1997) (either such exemption, the "Exemption"), for certain
mortgage-backed and asset-backed certificates underwritten, in whole or in part,
by CSFBC. The Exemption might be applicable to the initial purchase, the
holding, and the subsequent resale by a Plan of certain certificates, such as
the Senior Certificates, underwritten by CSFBC or Morgan Stanley, representing
interests in pass-through trusts that consist of certain receivables, loans and
other obligations, provided that the conditions and requirements of the
Exemption are satisfied. The loans described in the Exemption include mortgage
loans such as the Mortgage Loans.

         Among the conditions that must be satisfied for the Exemption to apply
to the acquisition, holding and resale of the Senior Certificates are the
following:

          (1) The acquisition of Senior Certificates by a Plan is on terms
     (including the price for the Certificates) that are at least as favorable
     to the Plan as they would be in an arm's-length transaction with an
     unrelated party;

          (2) The rights and interests evidenced by Senior Certificates acquired
     by the Plan are not subordinate to the rights and interests evidenced by
     the other Certificates of the Trust Fund;

          (3) The Senior Certificates acquired by the Plan have received a
     rating at the time of such acquisition that is one of the three highest
     generic rating categories from any of Fitch, S&P or Moody's Investors
     Service ("Moody's");

          (4) The Trustee is not an affiliate of any other member of the
     Restricted Group (as defined below);

          (5) The sum of all payments made to and retained by CSFBC or Morgan
     Stanley in connection with the distribution of Senior Certificates
     represents not more than reasonable compensation for underwriting the
     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
     represents not more than the fair market value of such Mortgage Loans. The
     sum of all payments made to and retained by each Servicer and any other
     servicer represents not more than reasonable compensation for such person's
     services under the Pooling and Servicing Agreement and reimbursement of
     such person's reasonable expenses in connection therewith; and

                                     S-171

<PAGE>

          (6) The Plan investing in the certificates is an "accredited investor"
     as defined in Rule 501(a)(1) of Regulation D of the Securities and Exchange
     Commission under the Securities Act.

         The Trust Fund must also meet the following requirements:

               (a) the corpus of the Trust Fund must consist solely of assets of
          the type that have been included in other investment pools;

               (b) certificates in such other investment pools must have been
          rated in one of the three highest rating categories of Fitch, S&P or
          Moody's for at least one year prior to the Plan's acquisition of the
          Senior Certificates pursuant to the Exemption; and

               (c) certificates evidencing interests in such other investment
          pools must have been purchased by investors other than Plans for at
          least one year prior to any Plan's acquisition of the Senior
          Certificates pursuant to the Exemption.

         If all of the conditions of the Exemption are met, whether or not a
Plan's assets would be deemed to include an ownership interest in the Mortgage
Loans, the acquisition, holding and resale of the Senior Certificates by Plans
would be exempt from the prohibited transaction provisions of ERISA and Section
4975 of the Code.

         Moreover, the Exemption can provide relief from certain
self-dealing/conflict of interest prohibited transactions that may occur if a
Plan fiduciary causes a Plan to acquire certificates in a trust in which the
fiduciary (or its affiliate) is an obligor on the receivables, loans or
obligations held in the trust, provided that, among other requirements, (a) in
the case of an acquisition in connection with the initial issuance of
certificates, at least fifty percent of each Class of certificates in which
Plans have invested is acquired by persons independent of the Restricted Group
and at least fifty percent of the aggregate interest in the trust is acquired by
persons independent of the Restricted Group; (b) such fiduciary (or its
affiliate) is an obligor with respect to five percent or less of the fair market
value of the obligations contained in the trust; (c) the Plan's investment in
certificates of any Class does not exceed twenty-five percent of all of the
certificates of that Class outstanding at the time of the acquisitions; and (d)
immediately after the acquisition no more than twenty-five percent of the assets
of any Plan with respect to which such person is a fiduciary are invested in
certificates representing an interest in one or more trusts containing assets
sold or served by the same entity.

         The Exemption does not apply to the purchasing or holding of Senior
Certificates by Plans sponsored by the Depositor, the Underwriters, the Trustee,
the Servicers, any obligor with respect to Mortgage Loans included in the Trust
Fund constituting more than five percent of the aggregate unamortized principal
balance of the assets in the Trust Fund, or any affiliate of such parties (the
"Restricted Group").

         The Underwriters believe that the conditions to the applicability of
the Exemption will generally be met with respect to the Senior Certificates,
other than possibly those conditions which are dependent on facts unknown to the
Underwriters or which they cannot control, such as those relating to the
circumstances of the Plan purchaser or the Plan fiduciary making the decision to
purchase any such Class of Certificates. However, before purchasing a Senior
Certificate, a fiduciary of a Plan should make its own determination as to the
availability of the exemptive relief provided by the Exemption or the
availability of any other prohibited transaction exemptions, and whether the
conditions of any such exemption will be applicable to the Senior Certificates.
A fiduciary of a Plan that is a governmental Plan should make its own
determination as to the need for and the availability of any exemptive relief
under any Similar Law.

         Any fiduciary of a Plan considering whether to purchase a Senior
Certificate should also carefully review with its own legal advisors the
applicability of the fiduciary duty and prohibited transaction provisions of
ERISA and the Code to such investment. See "ERISA Considerations" in the
Prospectus.

         The sale of Senior Certificates to a Plan is in no respect a
representation by the Depositor or the Underwriters that this investment meets
all relevant legal requirements with respect to investments by Plans generally
or any particular Plan, or that this investment is appropriate for Plans
generally or any particular Plan.

                                     S-172

<PAGE>

MEZZANINE CERTIFICATES

         Under current law, the purchase and holding of Mezzanine Certificates
by or on behalf of any Plan may result in a non-exempt prohibited transaction
under ERISA and Section 4975 of the Code or any Similar Law. Consequently, no
transfer of a Mezzanine Certificate shall be made unless the prospective
transferee (i) executes an investment representation letter substantially in the
form set forth as an exhibit to the Pooling and Servicing Agreement stating that
the prospective transferee is not (a) a Plan or (b) a person acting on behalf of
or using "plan assets" of any Plan (including an entity whose underlying assets
include "plan assets" by reason of investment in the entity by any Plan and the
application of Department of Labor Regulation Section 2510.3-101), other than an
insurance company using the assets of its general account under circumstances in
which the purchase and holding of Mezzanine Certificates by such insurance
company would be exempt from the prohibited transaction provisions of ERISA and
Section 4975 of the Code under Sections I and III of PTE 95-60 or (ii) provides
to the Certificate Registrar an opinion of counsel, in form and substance
satisfactory to the Certificate Registrar and the Depositor, to the effect that
the acquisition and holding of such Certificate by such prospective transferee
will not constitute or result in a non-exempt prohibited transaction under
ERISA, Section 4975 of the Code or any Similar Law and will not subject the
Depositor, the Trustee, the Servicers, the Special Servicers, the Underwriters
or the Certificate Registrar to any obligation or liability (including
obligations or liabilities under ERISA, Section 4975 of the Code or any Similar
Law) in addition to those set forth in the Pooling and Servicing Agreement. Such
opinion of counsel shall not be an expense of the Depositor, the Servicers, the
Special Servicers, the Trust Fund, the Underwriters or the Certificate
Registrar. In addition, so long as the Mezzanine Certificates are registered in
the name of Cede & Co., as nominee of DTC, any purchaser of any such
Certificates will be deemed to have represented by such purchase that either:
(a) such purchaser is not a Plan and is not purchasing such Certificates by or
on behalf of, or with "plan assets" of, any Plan or (b) the purchase of any such
Certificate by or on behalf of, or with "plan assets" of, any Plan is
permissible under applicable law, will not result in any non-exempt prohibited
transaction under ERISA or Section 4975 of the Code, and will not subject the
Depositor, the Trustee, the Servicers, the Special Servicers, the Underwriters
or the Certificate Registrar to any obligation in addition to those undertaken
in the Pooling and Servicing Agreement, and the following conditions are met:
(i) the source of funds used to purchase such Certificate is an "insurance
company general account" (as such term is defined in PTE 95-60) and (ii) the
conditions set forth in Sections I and III of PTE 95-60 have been satisfied as
of the date of the acquisition of such Certificates.


                                LEGAL INVESTMENT

         The Offered Certificates will not constitute "mortgage related
securities" for purposes of the Secondary Mortgage Market Enhancement Act of
1984, as amended. No representation is made as to the proper characterization of
the Offered Certificates for legal investment purposes, financial institution
regulatory purposes, or other purposes, or as to the ability of particular
investors to purchase the Offered Certificates under applicable legal investment
restrictions. These uncertainties may adversely affect the liquidity of the
Offered Certificates. Accordingly, all institutions whose investment activities
are subject to legal investment laws and regulations, regulatory capital
requirements or review by regulatory authorities should consult with their own
legal advisors in determining whether and to what extent the Offered
Certificates constitute a legal investment or are subject to investment, capital
or other restrictions. See "Legal Investment" in the Prospectus.


                                 USE OF PROCEEDS

         The net proceeds from the sale of Offered Certificates will be used by
the Depositor to pay part of the purchase price of the Mortgage Loans.

                                     S-173
<PAGE>

                                  UNDERWRITING

         Under the terms and conditions set forth in the underwriting agreement
dated July __, 2000 among the Depositor, Credit Suisse First Boston Corporation
("CSFBC"), an affiliate of the Depositor, and Morgan Stanley & Co. Incorporated
("Morgan Stanley" and, collectively with CSFBC, the "Underwriters"), the
Depositor has agreed to sell to the Underwriters the following respective
principal amounts of the Offered Certificates:


               PRINCIPAL     PRINCIPAL     PRINCIPAL    PRINCIPAL    PRINCIPAL
               AMOUNT OF     AMOUNT OF     AMOUNT OF    AMOUNT OF    AMOUNT OF
               CLASS A-1     CLASS A-2      CLASS B      CLASS C      CLASS D
UNDERWRITER  CERTIFICATES  CERTIFICATES  CERTIFICATES  CERTIFICATES CERTIFICATES
-----------  ------------  ------------  ------------  ------------ ------------
CSFBC
Morgan Stanley



 Total


         The Underwriting Agreement will provide that the underwriters are
obligated to purchase all of the Offered Certificates if any are purchased. The
Underwriting Agreement further provides that if an Underwriter defaults, the
purchase commitments of the non-defaulting Underwriter may be increased or the
offering of the Offered Certificates may be terminated.

         CSFBC and Morgan Stanley will act as co-lead and joint book-running
managers.

         Proceeds to the Depositor from the sale of the Offered Certificates
will be approximately [ ]% of the initial aggregate principal balance thereof as
of the Cut-off Date, plus accrued interest from the Cut-off Date, before
deducting expenses payable by the Depositor. The Depositor estimates that its
out-of-pocket expenses for this offering will be approximately [__________].

         The Underwriters have advised the Depositor that they propose to offer
the Offered Certificates for sale from time to time in one or more transactions
(which may include block transactions), in negotiated transactions or otherwise,
or a combination of such methods of sale, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Underwriters may effect such transactions by selling the
Offered Certificates to or through dealers, and such dealers may receive
compensation in the form of underwriting discounts, concessions or commissions
from the Underwriters and/or the purchasers of the Offered Certificates for whom
they may act as agents. In connection with the sale of the Offered Certificates,
the Underwriters may be deemed to have received compensation from the Depositor
in the form of underwriting discounts, and the Underwriters may also receive
commissions from the purchasers of the Offered Certificates for whom they may
act as agent. The Underwriters and any dealers that participate with the
Underwriters in the distribution of the Offered Certificates may be deemed to be
underwriters, and any discounts or commissions received by them and any profit
on the resale of the Offered Certificates by them may be deemed to be
underwriting discounts or commissions.

         The Offered Certificates are a new issue of securities with no
established trading market. The Depositor has been advised by the Underwriters
that the Underwriters currently intend to make a market in the Offered
Certificates; however, the Underwriters do not have any obligation to do so, any
market making may be discontinued at any time and there can be no assurance that
an active public market for the Offered Certificates will develop. See "Risk
Factors--Risks Related to the Offered Certificates--Lack of a Secondary Market
for the Certificates May Make It Difficult for You To Resell Your Certificates."

         The Depositor has agreed to indemnify the Underwriters against
liabilities under the Securities Act, or contribute to payments which the
Underwriters may be required to make in respect thereof. The Mortgage Loan
Sellers have agreed to indemnify the Depositor with respect to liabilities under
the Securities Act, relating to the Mortgage Loans.

                                     S-174

<PAGE>

                                  LEGAL MATTERS

         Certain legal matters will be passed upon for the Depositor, the
Underwriters and the CSFB Mortgage Loan Seller by Cadwalader, Wickersham & Taft,
New York, New York. Certain legal matters will be passed upon for the MSDWMC
Mortgage Loan Seller by Latham & Watkins, New York, New York. Certain legal
matters will be passed upon for the NCCB Mortgage Loan Seller by Robinson
Silverman Pearce Aronsohn & Berman LLP, New York, New York.


                                     RATING

         It is a condition to the issuance of the Offered Certificates that they
receive the following credit ratings from any or all, as applicable, of Fitch,
Inc. ("Fitch") and Standard and Poor's Ratings Services ("S&P", and together
with Fitch, the "Rating Agencies"):

                                         FITCH          S&P
                                         -----          ---

               Class A-1                  AAA           AAA
               Class A-2                  AAA           AAA
               Class B                     AA            AA
               Class C                     A             A
               Class D                     A-            A-

         The Rating Agencies' ratings on mortgage pass-through certificates
address the likelihood of the timely payment of interest and the ultimate
repayment of principal by the Rated Final Distribution Date. The Rating
Agencies' ratings take into consideration the credit quality of the Mortgage
Loans, structural and legal aspects associated with the Offered Certificates,
and the extent to which the payment stream in the Trust Fund is adequate to make
payments required under the Offered Certificates. Ratings on mortgage
pass-through certificates do not, however, represent an assessment of the
likelihood, timing or frequency of principal prepayments (both voluntary and
involuntary) by borrowers, or the degree to which such prepayments might differ
from those originally anticipated. The security ratings do not address the
possibility that Certificateholders might suffer a lower than anticipated yield.
In addition, ratings on mortgage pass-through certificates do not address the
likelihood of receipt of Prepayment Premiums, Yield Maintenance Charges, default
interest or Excess Interest or the timing or frequency of the receipt thereof.

         There can be no assurance as to whether any rating agency not requested
to rate the Offered Certificates will nonetheless issue a rating and, if so,
what such rating would be. A rating assigned to the Offered Certificates by a
rating agency that has not been requested by the Depositor to do so may be lower
than the rating assigned by the Rating Agencies pursuant to the Depositor's
request.

         The rating of 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.

                                     S-175
<PAGE>

                             Index of Defined Terms

%

% of Total SF                                    S-93
% of Total Square Feet                           S-93

1

1211 Avenue of the Americas A Component          S-55
1211 Avenue of the Americas Borrower             S-55
1211 Avenue of the Americas Loan           S-50, S-55
1211 Avenue of the Americas Other Note     S-50, S-55
1211 Avenue of the Americas Property             S-55
1211 Avenue of the Americas Subordinate
 Components                                      S-55
1211 Avenue of the Americas Trust Fund
 Note                                      S-50, S-55
1211 Avenue of the Americas Whole Loan           S-50
1998 NOI                                         S-91
1999 NOI                                         S-91

2

2000-1211 Securitization                         S-50

3

30/360                                     S-79, S-90

A

ACMs                                             S-33
Actual Ongoing Capital Items Deposits            S-89
Actual/360                                 S-79, S-90
Additional Collateral Loans                      S-88
Advances                                 S-142, S-161
AISLIC                                           S-77
Allocated Loan Amount                            S-89
Amazon Borrower                                  S-76
Amazon Property                                  S-76
Amazon.com Loan                                  S-76
Anchor Tenant                                    S-89
Annual Debt Service                              S-90
Anticipated Remaining Term                       S-90
Anticipated Repayment Date                 S-79, S-90
Anticipated Repayment Date LTV                   S-91
Appraisal Reduction                             S-143
Appraisal Reduction Amount                      S-143
Appraisal Reduction Event                       S-142
ARD                                              S-79
ARD Loans                                        S-79
ARD LTV                                          S-91
Asset Status Report                             S-155
Assignable Primary Servicing Fee                S-160
Assumed Final Distribution Date                 S-125
Assumed Maturity Date                           S-126
Assumed Scheduled Payment                       S-141
Assumption Conditions                           S-147
Audit Program                                   S-149
Available Distribution Amount                   S-117

B

Balloon Loans                                    S-80
Balloon Payment                                  S-80
Base Interest Fraction                          S-125
BMDC Borrower                                    S-72
BMDC Loan                                        S-72
BMDC Property                                    S-72
Book-Entry Certificates                         S-114
Breach                                          S-138
Business Day                                    S-116

C

C&I                                              S-77
Capital Items                                    S-47
Cash Collateral Accounts                        S-144
Certificate Balance                             S-112
Certificate Deferred Interest                   S-127
Certificate Owner                               S-114
Certificateholder                               S-115
Certificates                                    S-112
Chase                                            S-55
Class                                           S-112
Class A-1 Component Rate                        S-121
Class A-1 Pass-Through Rate                     S-121
Class A-2 Component Rate                        S-121
Class A-2 Pass-Through Rate                     S-121
Class A-X Pass-Through Rate                     S-121
Class B Component Rate                          S-121
Class B Pass-Through Rate                       S-121
Class C Component Rate                          S-121
Class C Pass-Through Rate                       S-121
Class D Component Rate                          S-121
Class D Pass-Through Rate                       S-121
Class E Component Rate                          S-121
Class E Pass-Through Rate                       S-121
Class F Component Rate                          S-121
Class F Pass-Through Rate                       S-121
Class G Component Rate                          S-122
Class G Pass-Through Rate                       S-121
Class H Component Rate                          S-122
Class H Pass-Through Rate                       S-121
Class J Component Rate                          S-122
Class J Pass-Through Rate                       S-121
Class K Component Rate                          S-122
Class K Pass-Through Rate                       S-121
Class L Component Rate                          S-122
Class L Pass-Through Rate                       S-121
Class M Component Rate                          S-122
Class M Pass-Through Rate                       S-121
Class N Component Rate                          S-122

                                     S-176

<PAGE>

Class N Pass-Through Rate                       S-121
Claypool Borrower                                S-70
Claypool Embassy Suites Loan                     S-70
Claypool Note                                    S-70
Claypool Property                                S-70
Clearance Cooperative                           S-114
Clearstream, Luxembourg                         S-113
Clearstream, Luxembourg Participants            S-114
Closing Date                                     S-42
Code                                            S-169
Collateral Substitution Deposit                  S-84
Collateral Support Deficit                      S-126
Collection Account                       S-116, S-145
Collection Accounts                      S-116, S-145
Commission                                      S-111
Comparative Financial Status Report             S-165
Component Rate                                  S-121
Constant Prepayment Rate                        S-130
Controlling Class                               S-155
Controlling Class Certificateholder             S-155
Corrected Mortgage Loan                         S-155
CPR                                             S-130
Crossed Loans                                    S-87
Crystal Pavilion                                 S-63
Crystal Pavilion/Petry Building Borrower         S-63
Crystal Pavilion/Petry Building Loan       S-51, S-63
Crystal Pavilion/Petry Building Manager          S-63
Crystal Pavilion/Petry Building Mezzanine
 Lender                                          S-63
Crystal Pavilion/Petry Building Mezzanine
 Loan                                            S-63
Crystal Pavilion/Petry Building Note A     S-51, S-63
Crystal Pavilion/Petry Building Other Notes      S-63
Crystal Pavilion/Petry Building Preferred
 Equity Interest                                 S-64
Crystal Pavilion/Petry Building Principals       S-63
Crystal Pavilion/Petry Building Property         S-63
Crystal Pavilion/Petry Building Special
 Limited Partner                                 S-64
Crystal Pavilion/Petry Building Whole Loan S-51, S-63
CSFB Cayman                                     S-139
CSFBC                                           S-174
CSFBC 1998-C2 Securitization                     S-50
CSFBC Mortgage Loan Seller                       S-42
CSFBC Mortgage Loans                             S-42
Cut-off Date                                     S-41
Cut-off Date LTV                                 S-90
Cut-off Date Principal Balance                   S-94
Cut-off Date Principal Balance/Unit              S-90
Cut-off Date Principal Loan Balance              S-90

D

Debt Service Coverage Ratio                      S-90
Defeasance Lockout Period                        S-83
Defeasance Option                                S-84
Defect                                          S-136
Definitive Certificates                         S-116
Delinquent Loan Status Report                   S-165
Department                                      S-171
Depositor                                        S-42
Depositories                                    S-113
Determination Date                              S-116
Direct Participants                             S-113
Directing Certificateholder                     S-155
Distribution Account                     S-116, S-145
Distribution Date                               S-116
DSCR                                             S-90
DTC                                             S-113
DTC Participants                                S-113
Due Date                                         S-78
Due Period                                      S-117

E

Eligible Bank                                   S-146
ERISA                                           S-171
Escrow Account                                   S-46
Euroclear                                       S-113
Euroclear Operator                              S-114
Euroclear Participants                          S-114
Events of Default                               S-150
Excess Cash Flow                                 S-79
Excess Interest                                  S-79
Excess Interest Distribution Account            S-145
Excess Rate                                     S-122
Exemption                                       S-171

F

Final Recovery Determination                    S-164
Finova                                          S-112
Finova Capital                                  S-112
Finova Loans                                    S-136
Finova Owner Trust                              S-136
FIRREA                                           S-44
First P&I Date                                   S-91
Fitch                                       vi, S-175
Form 8-K                                        S-111
Fully Amortizing Loans                           S-80

G

Gentry Borrower                                  S-74
Gentry Manager                                   S-74
Gentry Portfolio Loan                            S-74
Gentry Principal                                 S-74
Gentry Properties                                S-74
Gentry Property                                  S-74

H

Hard Lockbox                                     S-84
Hastings Village Shopping Center Borrower        S-61
Hastings Village Shopping Center Loan            S-61
Hastings Village Shopping Center Manager         S-61
Hastings Village Shopping Center Principal       S-61

                                     S-177

<PAGE>

Hastings Village Shopping Center Property        S-61
Historical Loan Modification Report             S-165
Historical Loss Estimate Report                 S-165
Hospitality Loan                                 S-41
Hospitality Property                             S-41
Hotel Management Agreement                       S-67
Hotel Manager                                    S-67

I

Indirect Participants                           S-113
Industrial Loan                                  S-41
Industrial Property                              S-41
Initial Pool Balance                             S-41
Insurance Escrowed                               S-90
Interest Accrual Period                         S-122
Interest Calc.                                   S-90
Interest Reserve Account                        S-145
Interest Shortfall Amount                       S-122
Investor Q&A Forum                              S-167
IPC Retail Portfolio Loan                        S-58
IPC Retail Portfolio/Normandie Borrower          S-58
IPC Retail Portfolio/Normandie Management
 Agreement                                       S-59
IPC Retail Portfolio/Normandie Properties        S-58
IPC Retail Portfolio/Normandie Village Loan      S-58
IPC Retail Portfolio/Normandie Village
 Manager                                         S-59
IRS                                             S-153

L

L'Enfant Borrower                                S-66
L'Enfant Intercreditor Agreement                 S-66
L'Enfant Loan                              S-50, S-66
L'Enfant Manager                                 S-66
L'Enfant Mezzanine Borrower                      S-67
L'Enfant Mezzanine Lender                        S-67
L'Enfant Mezzanine Loan                          S-67
L'Enfant Note A                                  S-66
L'Enfant Note B-1                                S-66
L'Enfant Note B-2                                S-66
L'Enfant Other Notes                             S-50
L'Enfant Preferred Equity Interest               S-67
L'Enfant Property                                S-66
L'Enfant Special Limited Partner                 S-67
L'Enfant Trust Fund Note                         S-50
L'Enfant Whole Loan                        S-50, S-66
Lease Expiration Date                            S-90
Liquidation Fee                                 S-161
Liquidation Fee Rate                            S-161
Liquidation Proceeds                            S-161
Llama                                           S-112
Llama Loans                                     S-136
LNR                                             S-162
Loan to Value Ratio                              S-90
Loan to Value Ratio-Cooperative Basis            S-91
Lockbox Account                                  S-84
Lockout Period                                   S-80
Lodging Loan                                     S-41
Lodging Property                                 S-41
Lower-Tier Regular Interests                    S-170
Lower-Tier REMIC                           S-7, S-170
LTV                                              S-90
LTV at ARD or Maturity                           S-91
LTV-Co-op Basis                                  S-91

M

Manager                                          S-76
Mezzanine Certificates                          S-112
Mixed Use Loan                                   S-41
Mixed Use Property                               S-41
Modified Lockbox                                 S-84
Monthly Interest Distribution Amount            S-122
Monthly Payment                            S-79, S-91
Moody's                                  S-159, S-171
Morgan Stanley                                  S-174
Mortgage                                         S-41
Mortgage Deferred Interest                      S-127
Mortgage File                                   S-136
Mortgage Interest Accrual Period                S-122
Mortgage Loan Assumptions                       S-130
Mortgage Loan Purchase Agreement                 S-42
Mortgage Loan Sellers                            S-42
Mortgage Loans                                   S-41
Mortgage Note                                    S-41
Mortgage Pass-Through Rate                      S-122
Mortgage Rate                                    S-79
Mortgaged Properties                             S-41
Most Recent Date                                 S-91
Most Recent NOI                                  S-91
Most Recent Type                                 S-91
MS Management                                    S-70
MSDWMC Mortgage Loan Seller                      S-42
MSDWMC Mortgage Loans                            S-42
Multifamily Loan                                 S-41
Multifamily Property                             S-41
Multi-Property Loans                             S-87

N

NAP                                              S-92
NCCB                                             S-42
NCCB Mortgage Loan Seller                        S-42
NCCB Mortgage Loans                              S-42
NCCB Servicing Fee                              S-160
NCCB Servicing Fee Rate                         S-160
Net Cash Flow                                    S-92
Net Mortgage Pass-Through Rate                  S-123
Net Mortgage Rate                               S-123
News America                                     S-55
NOI Adjustment Worksheet                        S-166
Nonrecoverable Advance                          S-142
Normandie Village Loan                           S-58
Normandie Village Note A                         S-58

                                     S-178
<PAGE>

Normandie Village Note B                         S-58
Notional Balance                                S-112
NR vi

O

Occupancy                                        S-92
Occupancy Period                                 S-92
Offered Certificates                            S-112
Office Loan                                      S-41
Office Property                                  S-41
OID Regulations                                 S-169
Olympia & York                                   S-58
Operating Statement Analysis Report             S-165
Optimal Interest Distribution Amount            S-123
Original Amortization Term                       S-93
Original Principal Loan Balance                  S-93
Other Equity Collateral                          S-53
Other Loan                                       S-42
Other Property                                   S-42
Other Servicer Notes                            S-140
Ownership Interest                               S-93

P

P&I Advance                                     S-141
Participants                                    S-113
Pass-Through Rate                               S-123
PCBs                                             S-33
Penalty Charges                                 S-160
Percentage Interest                             S-112
Permitted Investments                           S-146
Petry Building                                   S-63
Phase I                                          S-44
Plan                                            S-171
PML                                              S-45
Pool I Servicer                                 S-159
Pool I Special Servicer                         S-162
Pool II Servicer                                S-159
Pool II Special Servicer                        S-162
Pool Servicing Fee                              S-160
Pool Servicing Fee Rate                         S-160
Pooling and Servicing Agreement                 S-136
Preferred Interest Holder                        S-86
Prepayment Assumptions                          S-130
Prepayment Interest Excess                      S-162
Prepayment Interest Shortfall                   S-123
Prepayment Premium Period                        S-80
Prepayment Premiums                              S-80
Primary Servicer                                S-140
Primary Servicing Agreement                     S-140
Primary Servicing Fee                           S-160
Prime Rate                                      S-142
Principal Distribution Amount                   S-123
Private Certificates                            S-112
Promus                                           S-70
Property Release Amount                          S-93
PTE                                             S-171
Purchase Price                                  S-138

R

Rated Final Distribution Date                   S-126
Rating Agencies                                 S-175
Real Estate Taxes Escrowed                       S-93
Record Date                                     S-116
Reduction Rate                                  S-143
Regular Certificates                     S-112, S-170
Reimbursement Rate                              S-142
Related Proceeds                                S-142
Release Date                                     S-84
Remaining Amortization Term                      S-93
Remaining Lockout                                S-93
Remaining Lockout and YM                         S-93
Remaining Lockout and YM and Penalties           S-93
Remaining Principal Distribution Amount         S-123
REMIC Regulations                               S-170
REO Loan                                        S-124
REO Property                             S-112, S-154
REO Status Report                               S-165
Reporting Requirements                          S-136
Required Prepayment                              S-88
Residential Cooperative Loan                     S-41
Residential Cooperative Property           S-41, S-92
Residual Certificates                           S-112
Restricted Group                                S-172
Restricted Reports                              S-166
Retail Loan                                      S-41
Retail Property                                  S-41
Rev                                              S-91
Revised Rate                                     S-79
Rules                                           S-114

S

S&P                                         vi, S-175
Sarakreek                                        S-68
Seasoning                                        S-93
Securities Act                                  S-112
Selig Borrowers                                  S-53
Selig Loans                                      S-53
Selig Manager                                    S-53
Selig Mezzanine Borrower                         S-53
Selig Mezzanine Lender                           S-53
Selig Mezzanine Loan                             S-53
Selig Principal                                  S-53
Selig Properties                                 S-53
Selig Property                                   S-53
Senior Offered Certificates                     S-112
Senior Private Certificates                     S-112
Servicer                                        S-159
Servicer Remittance Date                        S-141
Servicer Watch List                             S-165
Servicing Advances                              S-142
Servicing Standard                              S-140
Significant Mortgage Loans                      S-147

                                     S-179

<PAGE>

Similar Law                                     S-171
Special Servicer                                S-162
Special Servicing Fee                           S-160
Special Servicing Fee Rate                      S-161
Specially Serviced Mortgage Loans               S-155
Springing Lockbox                                S-85
Stated Maturity Date                             S-93
Stated Principal Balance                        S-124
Statement to Certificateholders                 S-163
Subordinate Certificates                        S-112
Subordinate Private Certificates                S-112

T

Tenant                                           S-94
Tenant Improvement and Leasing
 Commission Reserve Ongoing                      S-93
Tenant Improvement and Leasing
 Commission Reserve Upfront                      S-93
Terms and Conditions                            S-114
Treasury Regulations                            S-170
Trust Fund                                      S-112
Trust REMICs                                    S-170
Trustee                                         S-158
Trustee Fee                                     S-158
Trustee Fee Rate                                S-158

U

U/W Net Cash Flow                                S-92
U/W NOI                                          S-94
U/W Rev                                          S-91
Uncovered Prepayment Interest Shortfall         S-162
Uncovered Prepayment Interest Shortfall Amount  S-123
Underwriters                                    S-174
Underwritten NOI                                 S-94
Unit of Measure                                  S-94
Units                                            S-94
Unpaid Interest Shortfall Amount                S-124
Unrestricted Reports                            S-166
Unscheduled Payments of Principal               S-124
Upper-Tier REMIC                           S-7, S-170
USAP                                            S-149

V

Value                                            S-94
Value Co-op Basis                                S-94
Voting Rights                                   S-152

W

Weighted Average DSCR                            S-94
Weighted Average LTV                             S-94
Weighted Average Net Mortgage Rate              S-124
Whole Loans                                     S-140
Withheld Amounts                                S-145
Workout Fee                                     S-161
Workout Fee Rate                                S-161

Y

Year Built                                       S-94
Year Renovated                                   S-94
Yield Maintenance Charge                         S-80
Yield Maintenance Period                         S-80
Yield Rate                                       S-80

                                      S-180
<PAGE>

                                    ANNEX A
                              LOAN CHARACTERISTICS

<TABLE>
<CAPTION>

  LOAN #    CONTROL #  LOAN NUMBER   LOANS                                      PROPERTY NAME
-----------------------------------------------------------------------------------------------------------------------------------
<S>            <C>     <C>           <C>       <C>
     1         001     948657        csfb      Selig - 1000 2nd Avenue
     2         002     948666        csfb      Selig - 190 Queen Anne Building
     3         003     320025        csfb      1211 Avenue of the Americas
     4         004     937167        csfb      IPC Retail-Summary
     4         004A    937167-  1    csfb      Walpole Mall
     4         004B    937167-  4    csfb      Hurstbourne Forum Shopping Center
     4         004C    937167-  3    csfb      Brittany Retail Center
     4         004D    937167-  2    csfb      Comotara Retail Center
     5         005     945019        csfb      Normandie Village Shopping Center
     6         006     320807        csfb      Hastings Village
     7         007     938549        csfb      Crystal Pavilion/Petry Building Summary
     7         007A    938549-  1    csfb      Crystal Pavilion
     7         007B    938549-  2    csfb      Petry Building
     8         008     945300        csfb      L'Enfant Plaza
     9         009     99-06179      msdw      Claypool Embassy Suites
    10         010     320601        csfb      BMDC Building
    11         011     320816        csfb      Gentry Portfolio-Summary
    11         011A    320816-  4    csfb      Gentry Pacific Design Center
    11         011B    320816-  2    csfb      American Movers (Lot 100)
    11         011C    320816-  3    csfb      Waipio Industrial Court
    11         011D    320816-  1    csfb      Gentry Business Park
    12         012     320974        csfb      Amazon.com Tower
    13         013     320860        csfb      Avenue of the Arts
    14         014     99-06263      msdw      Conjunctive Points Office and Industrial Portfolio-Summary
    14         014A    99-06263-a    msdw      Conjunctive Points - Samitaur
    14         014B    99-06263-b    msdw      Conjunctive Points - Pittard Sullivan
    14         014C    99-06263-c    msdw      Conjunctive Points  - Ince
    14         014D    99-06263-d    msdw      Conjunctive Points - Hayden & Higuera
    15         015     320627        csfb      Globix World Headquarters
    16         016     320872        csfb      Bush Terminal Bldgs. 19 & 20
    17         017     99-05449-e    msdw      Northwood Plaza Shopping Center
    18         018     320448        csfb      Alexandria Real Estate Equities-Summary
    18         018A    320448-  2    csfb      377 Plantation Street
    18         018B    320448-  1    csfb      6166 Nancy Ridge Drive
    19         019     00-06402      msdw      Johnson Controls
    20         020     320984-1      csfb      Conroe Assisted Living
    21         021     320984-2      csfb      Arlington Assisted Living
    22         022     320984-4      csfb      Temple Assisted Living
    23         023     99-05460S     msdw      Suburban Lodge V Summary
    23         023A    99-05460      msdw      Suburban Lodge - Duluth
    23         023B    99-05487      msdw      Suburban Lodge - North Charleston
    23         023C    99-05459      msdw      Suburban Lodge - Atlanta
    23         023D    99-05483      msdw      Suburban Lodge - Columbus (Northland)
    23         023E    99-05423      msdw      Suburban Lodge - Birmingham
    24         024     320945        csfb      Inland Star Distribution Center
    25         025     00-06592      msdw      West Park Plaza
    26         026     99-05027      msdw      295 & 305 Foster Street Office/R&D Buildings
    27         027     99-05702      msdw      Central Park Plaza Shopping Center
    28         028     320885        csfb      Loma Palisades Business Center
    29         029     320934        csfb      Holiday Inn on the Beach
    30         030     320890        csfb      Sheraton Four Points Hotel & Suites
    31         031     470012720     ncb       Doric Apartment Corporation
    32         032     99-06196      msdw      Lofts at Infinity Court
    33         033     99-05448      msdw      Hacienda Village Mobile Home Park
    34         034     470013230     csfb      345 East 56th Street
    35         035     470013240     csfb      136 East 76th Street
    36         036     470013250     csfb      1385 Boston Post Road
    37         037     99-05497      msdw      Henry Cogswell College Building
    38         038     99-05462      msdw      Athens West Shopping Center
    39         039     320446        csfb      Briarwood Hill Apartments
    40         040     320346        csfb      520 US Highway 22
    41         041     320936        csfb      Chene Square
    42         042     320854        csfb      Penn Branch Shopping Center
    43         043     948827        csfb      City Centre II
    44         044     320970        csfb      Gulfstream Office Buildings
    45         045     470004030     ncb       Fort Tryon Apartments Corp.
    46         046     320852        csfb      Del Alba Plaza
    47         047     99-05442      msdw      4001 Brandywine Office Building
    48         048     99-04487      msdw      Anderson and Beechmont Shopping Plaza
    49         049     320607        csfb      Dick's Sporting Goods
    50         050     470010770     ncb       Inwood Owners, Inc.
    51         051     99-04366      msdw      Hampton Inn Dulles South
    52         052     99-05463      msdw      Cascade Citi Center
    53         053     470013440     ncb       Lex Tenants Corp.
    54         054     99-05804      msdw      Coventry Health Care Office Building
    55         055     99-05573      msdw      Journey Business Park
    56         056     320348        csfb      4600 Powder Mill
    57         057     320111        csfb      Mercede Executive Park
    58         058     320647        csfb      The Suite Hotel
    59         059     99-05760      msdw      Berkeley Tower Office and Retail Building
    60         060     320972        csfb      Ridgecrest Terrace Apartments
    61         061     320428        csfb      The Willows Apartments
    62         062     470012850     ncb       The Ponds Cooperative Homes, Inc.
    63         063     320625        csfb      St. Mathews Apartments
    64         064     320884        csfb      Settler's Green Village
    65         065     99-05495      msdw      College Park Shopping Center
    66         066     320729        csfb      Holiday Inn Victoria
    67         067     99-05607S     msdw      LawMan Properties Summary
    67         067A    99-05607      msdw      Campus East Apartments
    67         067B    99-05606      msdw      Applecroft Apartments
    68         068     470011670     ncb       4077 Owners Corp.
    69         069     99-06195      msdw      Brigham Business Park - Buildings 41 and 53
    70         070     320888        csfb      Westgate Park Apartments
    71         071     942812        csfb      Northridge Village Apartments
    72         072     320657        csfb      Hooper Building
    73         073     320631        csfb      Xerox Industrial Building
    74         074     470013020     ncb       411 West End Avenue Owners Corp.
    75         075     320886        csfb      Caanan Medical Center
    76         076     320799        csfb      Swan Way Building
    77         077     320976        csfb      Wellesley Inn and Suites
    78         078     320958        csfb      Casa Palm Apartments
    79         079     320339        csfb      Clarion Hotel Tuscon Airport
    80         080     99-05016      msdw      Marsh Highlands Apartments
    81         081     942814        csfb      Brandon Oaks Apartments
    82         082     320931        csfb      The Emporium Shoppes
    83         083     320822        csfb      420 Fifth Avenue
    84         084     470012760     ncb       Rockledge House Owners Corp.
    85         085     320989        csfb      6320 Lamar Building
    86         086     99-05732      msdw      Columbia Square Shopping Center
    87         087     470013290     ncb       490 West End Apartments Corp.
    88         088     99-04891      msdw      Your Extra Attic Self Storage
    89         089     470011310     ncb       1050 Tenants Corp.
    90         090     99-04784      msdw      Roseville Shopping Center
    91         091     99-06194      msdw      8-24 Griffin Way Air Freight Building
    92         092     470011240     csfb      Driftwood Apartments
    93         093     320149        csfb      Village Green Apartments
    94         094     99-06193      msdw      Rochester Depot
    95         095     99-05649      msdw      Gart Sports Store
    96         096     320344        csfb      Moyock Commons Shopping Center
    97         097     470011380     ncb       51585 Owners Corp.
    98         098     320450        csfb      Flamingo Village Plaza
    99         099     470011190     ncb       156 East 79th Street Corporation
    100        100     470004810     ncb       211 Thompson Owners Corp.
    101        101     99-05446      msdw      Fairhaven Mobile Home Park
    102        102     320705        csfb      Timber Ridge Apartments
    103        103     320940        csfb      Dorchester Square Shopping Center
    104        104     320629        csfb      SouthTrust Office Center
    105        105     945181        csfb      Park Trailer Homes
    106        106     470011630     ncb       Jaxboro Corp.
    107        107     470011100     ncb       Parkway Towers Owners Corp.
    108        108     320436        csfb      Casa de Loma Apartments
    109        109     470012210     ncb       Tracy Tenants Corp.
    110        110     470010760     ncb       270 West 11th Street Owners Corp.
    111        111     470011040     ncb       201 W. 89 Owners Inc.
    112        112     320987        csfb      Comfort Inn Archdale
    113        113     470012830     ncb       The Twelve Seventy Fifth Ave. Cooperative, Inc.
    114        114     99-05476      msdw      Mt. Holly Self Storage
    115        115     470010420     ncb       Fairfield Views Inc.
    116        116     320939        csfb      Ashley Club Apartments
    117        117     470010800     ncb       7401 Apt. Corp.
    118        118     320842        csfb      Adams & Tabor Shopping Center
    119        119     940601        csfb      Pinewood Village Apartments
    120        120     99-05150      msdw      Bradley Distribution Center
    121        121     320119        csfb      Cedarmont Apartments
    122        122     320967        csfb      Comfort Inn, Darien
    123        123     99-04647      msdw      Parker Plaza South Industrial Building
    124        124     470012200     ncb       414 West 121st Street Apartment Corp.
    125        125     320932        csfb      Eckerd Drug Store
    126        126     99-05447      msdw      Hibiscus Mobile Home Park
    127        127     470009900     ncb       63-61 99th Street Owners Corp.
    128        128     320434        csfb      Spring Creek Office
    129        129     470013330     ncb       The Waywest Tenants
    130        130     470010380     ncb       271 Tenants Corp.
    131        131     470009930     ncb       84 Drive Homes, Inc.
    132        132     470011390     ncb       Savoy Owners Corp.
    133        133     320147        csfb      Eden South Apartments
    134        134     470012810     ncb       19 William Street Owners' Corp.
    135        135     470012980     csfb      Amagansett Dunes
    136        136     470011460     ncb       35 W. 9 Owners Corp.
    137        137     99-05839      msdw      Lorraine Apartments
    138        138     470012420     ncb       854 West 181 Corp.
    139        139     99-05521      msdw      Irvington Campbell Shopping Center
    140        140     470010810     ncb       Windsor Terrace Apts., Inc.
    141        141     470012560     ncb       Riverdale Commons Ltd.
    142        142     99-06048      msdw      Envirwood Executive Plaza
    143        143     470012530     ncb       Prince Tower Tenants Corp.
    144        144     99-05425      msdw      Flamingo MHP
    145        145     470012050     csfb      Cascade Apartments
    146        146     470012370     ncb       Museum Court Apartment Corp.
    147        147     470011200     ncb       Lake Shore Towers Cooperative Building Corporation
    148        148     99-05480      msdw      21-25 East Sunrise Highway Retail Center
    149        149     945151        csfb      534 Broadway
    150        150     470011570     ncb       5425 Valles Avenue Owners Corp.
    151        151     470010540     ncb       16 East 96th Apartment Corp.
    152        152     320599        csfb      Victory Plaza
    153        153     00-00000      msdw      Pan American Logistics Center
    154        154     470011220     ncb       Stonelea Manor Owners Corporation
    155        155     470011130     ncb       Tudor Owners Corp.
    156        156     470012960     ncb       Rocinante Corp.
    157        157     470007350     ncb       30 Clinton Place Owners, Inc.
    158        158     942330        csfb      Park Plaza Townhomes
    159        159     470011890     ncb       Medium Lipstick, Ltd.
    160        160     99-05610      msdw      Hollywood Video - Tucson
    161        161     470011440     ncb       Winchester & Hood Gardent Homes Mutual Ownership Trust
    162        162     470010780     ncb       Riverbank Apartment Corp.
    163        163     470012970     ncb       1235-1245 Astor Street Corporation
    164        164     470009970     ncb       451 West Owners Ltd.
    165        165     470011030     ncb       Charlton Tenants Corp.
    166        166     470012730     ncb       319 East 73rd Street Owners Corp.
    167        167     470011490     ncb       Vernon House, Inc.
    168        168     470012670     ncb       55 Ehrbar Tenants Corp.
    169        169     470013040     ncb       104-106 Bedford Owners Corp.
    170        170     470012880     ncb       124 West 109 St. Corp.
    171        171     470010520     ncb       Montauk Terrace Co-operative Apts., Inc.
    172        172     470012350     ncb       124 East 84th St. Corporation
    173        173     470011700     ncb       130 West 16 Owners Inc.
    174        174     470011370     ncb       Cloister Apt. Corp.
    175        175     470013740     ncb       1125 Lorimer Street Housing Corporation
    176        176     470013380     ncb       171 Duane Street Owners Corp.
    177        177     470011530     ncb       Summit-Parmley Company
    178        178     470011820     ncb       521 East 88th Owners Corp.
    179        179     470010750     ncb       Paridon House Incorporated
    180        180     470010710     ncb       10 Westview Avenue Tenants Corp.
    181        181     470012800     ncb       91st Street Tenants Corp.
    182        182     470010200     ncb       251 Pacific Owners Corp.
    183        183     470009680     ncb       32 West 96th Street Tenants Corp.
    184        184     470010960     ncb       133 West 24th Street Corporation
    185        185     470010840     ncb       670 President Street Housing Corp.
    186        186     470012040     ncb       504 East 6th Street Owners, Inc.
    187        187     470010640     ncb       348-78 Housing Corporation
    188        188     470011300     ncb       Village Place Corp.
    189        189     470012130     ncb       J.W. Weber House Corp.
    190        190     470011470     ncb       48 West 86th Street Tenants Corp.
    191        191     470010070     ncb       205 Hicks Street Apartment Corporation
    192        192     470013650     ncb       91 & 95 28th Street Jackson Heights, Inc.
    193        193     470010610     ncb       200 President Street Corp.
    194        194     470008270     ncb       315 West 103rd St. Tenants Corp. a/k/a 315 West 103rd Street Tenants Corp.
    195        195     470011830     ncb       53 Montgomery Place Housing Corporation
    196        196     470011290     ncb       White Street Loft Corp.
    197        197     470011840     ncb       801 Union Street Owners Corp.
    198        198     470012770     ncb       719 Carroll Owners Corp.
    199        199     470012080     ncb       806 Washington Owners Corp.
    200        200     470010790     ncb       416 Clermont Owners Corp.
    201        201     470010270     ncb       478 12th St. Tenants Corp.
    202        202     470012090     ncb       55 7th Avenue Tenants Corp.
    203        203     470011270     ncb       59 Park Place Corp.
    204        204     470012170     ncb       166 West 94 Owners Corp.
    205        205     470010480     ncb       22 West 76th Street Corporation
    206        206     470012690     ncb       320 East 14th Street Owners Corp.
    207        207     470010280     ncb       781 Union Street Owners Corporation
    208        208     470010820     ncb       337 Sackett Apartment Corp.
    209        209     470013090     ncb       8940 Colonial Owners Corp.
    210        210     470010630     ncb       229 East 81st Street Owners, Inc.
    211        211     470012680     ncb       106-19 19th Street Jackson Heights Inc.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

  LOAN #    CONTROL #                                     ADDRESS                              CITY                 STATE
-------------------------------------------------------------------------------------------------------------------------------
<S>         <C>        <C>                                                        <C>                       <C>
     1         001     1000 2nd Avenue                                            Seattle                   WA
     2         002     190 Queen Anne Avenue                                      Seattle                   WA
     3         003     1211 Avenue of the Americas                                New York                  NY
     4         004     Various Addresses                                          Various Cities            Various States
     4         004A    90 Boston-Post Road                                        Walpole                   MA
     4         004B    200 N. Hurstbourne Parkway                                 Louisville                KY
     4         004C    2020-2120 N. Woodlawn Avenue                               Wichita                   KS
     4         004D    2929, 2939 and 2949 North Rock Road                        Wichita                   KS
     5         005     6404-6592 E. Central Avenue                                Wichita                   KS
     6         006     3333-3699 East Foothill Boulevard                          Pasadena                  CA
     7         007     Various Addresses                                          Various Cities            NY
     7         007A    805 Third Avenue                                           New York                  NY
     7         007B    3 East 54th Street                                         New York                  NY
     8         008     470-490 L'Enfant Plaza SW/955 L'Enfant Plaza SW            Washington                DC
     9         009     110 West Washington Street                                 Indianapolis              IN
    10         010     106 Wynn Drive                                             Huntsville                AL
    11         011     Various Addresses                                          Various Cities            HI
    11         011A    560 North Nimitz Highway                                   Honolulu                  HI
    11         011B    94-1499 Moaniani Street                                    Waipahu                   HI
    11         011C    94-547 Ukee Street                                         Waipahu                   HI
    11         011D    94-390, 404 and 410 Ukee Street                            Waipahu                   HI
    12         012     1200 12th Avenue South                                     Seattle                   WA
    13         013     1346 Chestnut Street                                       Philadelphia              PA
    14         014     Various - See Below                                        Culver City               CA
    14         014A    3453-3457  LaCienega Boulevard                             Culver City               CA
    14         014B    3535-3545 Hayden Avenue                                    Culver City               CA
    14         014C    3958-3964 Ince Boulevard                                   Culver City               CA
    14         014D    3625-3635 Hayden Avenue & 8557-8561 Higuera Street         Culver City               CA
    15         015     139 Centre Street                                          New York                  NY
    16         016     168 39th Street and 167 41st Street                        Brooklyn                  NY
    17         017     2400 McMullen Booth Road                                   Clearwater                FL
    18         018     Various Addresses                                          Various Cities            Various States
    18         018A    377 Plantation Street                                      Worcester                 MA
    18         018B    6166 Nancy Ridge Drive                                     San Diego                 CA
    19         019     Van Dyke Avenue                                            Warren                    MI
    20         020     450 North Rivershire                                       Conroe                    TX
    21         021     4101 West Arkansas Lane                                    Arlington                 TX
    22         022     3002 Jack Rabbit Road                                      Temple                    TX
    23         023     Various Addresses                                          Various Cities            Various States
    23         023A    3750 Satellite Boulevard                                   Duluth                    GA
    23         023B    7371 Mazyck Road                                           North Charleston          SC
    23         023C    1375 Northside Drive                                       Atlanta                   GA
    23         023D    2420 East Dublin Granville Road                            Columbus                  OH
    23         023E    90 Oxmoor Road                                             Birmingham                AL
    24         024     3146 S. Chestnut Avenue                                    Fresno                    CA
    25         025     1603 Grand Avenue                                          Billings                  MT
    26         026     295 & 305 Foster Street Office/R&D Buildings               Littleton                 MA
    27         027     4-98 East Fourth Ave.                                      San Mateo                 CA
    28         028     7925-7985 Dunbrook Rd & 9220-9270 Trade Pl                 San Diego                 CA
    29         029     5002 Seawall Boulevard                                     Galveston                 TX
    30         030     351, 401 & 411 York Street                                 Williamsburg              VA
    31         031     100 Manhattan Avenue                                       Union City                NJ
    32         032     545 West 34th Street                                       New York                  NY
    33         033     7505 Granada Avenue                                        New Port Richey           FL
    34         034     345 East 56th Street                                       New York                  NY
    35         035     136 East 76th Street                                       New York                  NY
    36         036     1385 Boston Post Road                                      Larchmont                 NY
    37         037     2801 and 2802 Wetmore Avenue                               Everett                   WA
    38         038     3190 Atlanta Highway                                       Athens                    GA
    39         039     100 State Street                                           North Haven               CT
    40         040     520 Route 22                                               Bridgewater Township      NJ
    41         041     2650 East Jefferson Avenue                                 Detroit                   MI
    42         042     3200 Pennsylvania Avenue SE                                Washington                DC
    43         043     765 The City Drive                                         Orange                    CA
    44         044     5301 Central NE & 300 San Mateo Boulevard                  Albuquerque               NM
    45         045     245-303 Bennett Avenue                                     New York                  NY
    46         046     1 Dan Fox Drive                                            Pittsfield                MA
    47         047     4001 Brandywine Street, N.W.                               Washington, D.C.          DC
    48         048     8080-8170 Beechmont Avenue                                 Anderson                  OH
    49         049     3212 Mt. Moriah Road                                       Durham                    NC
    50         050     181 Long Hill Road                                         Little Falls              NJ
    51         051     4050 Westfax Drive                                         Chantilly                 VA
    52         052     590 Cascade Drive                                          Atlanta                   GA
    53         053     50 Lexington Avenue                                        New York                  NY
    54         054     120 East Kensinger Drive                                   Cranberry Township        PA
    55         055     6 Journey Street                                           Aliso Viejo               CA
    56         056     4600 Powder Mill Road                                      Beltsville                MD
    57         057     1876 University Drive                                      Plantation                FL
    58         058     54 Peachtree Street                                        Atlanta                   GA
    59         059     2001-2015 Shattock Avenue and 2120-2134 University Avenue  Berkeley                  CA
    60         060     526 South Walton Walker Boulevard                          Dallas                    TX
    61         061     3304 Willow Creek                                          Irving                    TX
    62         062     1445, 1450, 1457, 1460 East Pond Drive                     Okemos                    MI
    63         063     6833 Shore Road                                            Brooklyn                  NY
    64         064     Route 16                                                   North Conway              NH
    65         065     100 College Park Drive                                     Weatherford               TX
    66         066     2705 East Houston Highway                                  Victoria                  TX
    67         067     Various Addresses                                          Various Cities            KS
    67         067A    1422 McCain Lane                                           Manhattan                 KS
    67         067B    1741 West 19th Street                                      Lawrence                  KS
    68         068     40 West 77th Street                                        New York                  NY
    69         069     41 & 53 Brigham Street                                     Marlborough               MA
    70         070     3007 Antelope Trail                                        Temple                    TX
    71         071     7913 Harwood Road                                          North Richland Hills      TX
    72         072     7115 Leesburg Pike                                         Falls Church              VA
    73         073     737 Hawaii Street                                          El Segundo                CA
    74         074     411 West End Avenue                                        New York                  NY
    75         075     903 South Crenshaw Boulevard                               Los Angeles               CA
    76         076     80 Swan Way                                                Oakland                   CA
    77         077     3520 North Highway 98                                      Lakeland                  FL
    78         078     700-712 North Las Vegas Boulevard                          Las Vegas                 NV
    79         079     6801 South Tucson Boulevard                                Tucson                    AZ
    80         080     2535 Marsh Lane                                            Carrollton                TX
    81         081     1415 Wicasset                                              Arlington                 TX
    82         082     4587 Okeechobee Boulevard                                  West Palm Beach           FL
    83         083     420 Fifth Avenue, 27th floor                               New York                  NY
    84         084     177 East Hartsdale Avenue                                  Hartsdale                 NY
    85         085     6320 Lamar                                                 Overland Park             KS
    86         086     13215 SE Mill Plain Blvd                                   Vancouver                 WA
    87         087     490 West End Avenue                                        New York                  NY
    88         088     4730 Lower Roswell Road                                    Marietta                  GA
    89         089     1050 Park Avenue                                           New York                  NY
    90         090     2485 Fairview Avenue North                                 Roseville                 MN
    91         091     8-24 Griffin Way                                           Chelsea                   MA
    92         092     2178 Montauk Highway                                       Amagansett                NY
    93         093     4645 West Gore Boulevard                                   Lawton                    OK
    94         094     27 & 70 Tower Drive, 1180 Brighton-Henrietta Road          Brighton                  NY
    95         095     2717 Lancaster Dr. NE                                      Salem                     OR
    96         096     Highway 168                                                Moyock                    NC
    97         097     515 East 85th Street                                       New York                  NY
    98         098     4135-4155 S. Buffalo Drive                                 Town of Spring Valley     NV
    99         099     156 East 79th Street                                       New York                  NY
    100        100     211 Thompson Street                                        New York                  NY
    101        101     5757 66th Street North                                     St. Petersburg            FL
    102        102     1405 Elite Circle                                          Arlington                 TX
    103        103     2755 Dorchester Square                                     Cambridge                 MD
    104        104     34650 U.S. Highway 19 North                                Palm Harbor               FL
    105        105     400-413 East Arbor Street                                  Long Beach                CA
    106        106     34-41 85th Street                                          Jackson Heights           NY
    107        107     219 Bronx River Road                                       Yonkers                   NY
    108        108     100 North Randolf Drive                                    Dallas                    TX
    109        109     245 East 24 Street                                         New York                  NY
    110        110     270 West 11 Street                                         New York                  NY
    111        111     201 West 89th Street                                       New York                  NY
    112        112     10123 North Main Street                                    Archdale                  NC
    113        113     1270 Fifth Avenue                                          New York                  NY
    114        114     1812 Route 38                                              Mount Holly               NJ
    115        115     3103 Fairfield Avenue                                      Riverdale                 NY
    116        116     12710 English Hills Court                                  Tampa                     FL
    117        117     7401 Fourth Avenue                                         Brooklyn                  NY
    118        118     700-742 Adams Avenue                                       Philadelphia              PA
    119        119     4802 N. 15th Avenue                                        Phoenix                   AZ
    120        120     North 1017 Bradley Road                                    Spokane                   WA
    121        121     7117 Holly Hill                                            Dallas                    TX
    122        122     703 Frontage Road                                          Darien                    GA
    123        123     9520 & 9540 East Jewell Ave                                Denver                    CO
    124        124     414 West 121st Street                                      New York                  NY
    125        125     3187 South Congress Avenue                                 Palm Springs              FL
    126        126     1 Hibiscus Avenue                                          Mount Dora                FL
    127        127     63-61 99th Street                                          Rego Park                 NY
    128        128     2120 W. Spring Creek Parkway                               Plano                     TX
    129        129     380 West 12th St.                                          New York                  NY
    130        130     271 Central Park West                                      New York                  NY
    131        131     140-17 84th Drive                                          Briarwood                 NY
    132        132     3635 Johnson Avenue                                        Riverdale                 NY
    133        133     601-617 Ixoria Avenue                                      Fort Pierce               FL
    134        134     19 William Street                                          Mt. Vernon                NY
    135        135     379 Bluff Road                                             Amagansett                NY
    136        136     35 West 9th Street                                         New York                  NY
    137        137     29011 Lorraine Ave.                                        Warren                    MI
    138        138     854 West 181st Street                                      New York                  NY
    139        139     1800 East Irvington Road                                   Tucson                    AZ
    140        140     166-176 Seeley Street                                      Brooklyn                  NY
    141        141     6291-95-99 Broadway                                        Riverdale                 NY
    142        142     5950 West Oakland Park Blvd                                Lauderhill                FL
    143        143     565 Broadway                                               New York                  NY
    144        144     5002 West Bethany Home Road                                Glendale                  AZ
    145        145     3820 Old Cascade Road                                      Atlanta                   GA
    146        146     115 Eastern Parkway                                        Brooklyn                  NY
    147        147     3920 N. Lake Shore Drive                                   Chicago                   IL
    148        148     21-25 E. Sunrise Highway                                   Freeport                  NY
    149        149     534 Broadway                                               Paterson                  NJ
    150        150     5425 Valles Avenue                                         Riverdale                 NY
    151        151     16 East 96th Street                                        New York                  NY
    152        152     13647 Victory Boulevard                                    Van Nuys                  CA
    153        153     1120 North Foster Road                                     San Antonio               TX
    154        154     110-120 Stonelea Place                                     New Rochelle              NY
    155        155     3601 Johnson Avenue                                        Riverdale                 NY
    156        156     100 West Houston Street                                    New York                  NY
    157        157     30 Clinton Place                                           New Rochelle              NY
    158        158     2508 East 11th Street                                      Odessa                    TX
    159        159     288 West Street                                            New York                  NY
    160        160     1902 E. Irvington Road                                     Tuscon                    AZ
    161        161     1960 W. Hood                                               Chicago                   IL
    162        162     166 Bank Street                                            New York                  NY
    163        163     1235-1245 N. Astor Street                                  Chicago                   IL
    164        164     451 West 22 Street                                         New York                  NY
    165        165     210 Sixth Avenue                                           New York                  NY
    166        166     319 East 73rd Street                                       New York                  NY
    167        167     6445 Greene Street                                         Philadelphia              PA
    168        168     55 Ehrbar Avenue                                           Mt. Vernon                NY
    169        169     104-106 Bedford Street                                     New York                  NY
    170        170     124 West 109th Street                                      New York                  NY
    171        171     711 Montauk Court                                          Brooklyn                  NY
    172        172     124 East 84th Street                                       New York                  NY
    173        173     130 West 16th Street                                       New York                  NY
    174        174     1793 Riverside Drive                                       New York                  NY
    175        175     1125  Lorimer Street                                       Brooklyn                  NY
    176        176     171 Duane Street                                           New York                  NY
    177        177     133 Summit Avenue                                          Summit                    NJ
    178        178     521 East 88th Street                                       New York                  NY
    179        179     57 East 75th Street                                        New York                  NY
    180        180     10 Westview Avenue                                         White Plains              NY
    181        181     108 East 91st Street                                       New York                  NY
    182        182     251 Pacific Street                                         Brooklyn                  NY
    183        183     32 West 96th Street                                        New York                  NY
    184        184     133 West 24th Street                                       New York                  NY
    185        185     670 President Street                                       Brooklyn                  NY
    186        186     504 East 6th Street                                        New York                  NY
    187        187     348 East 78th Street                                       New York                  NY
    188        188     48 East 13th Street                                        New York                  NY
    189        189     101 8th Avenue                                             Brooklyn                  NY
    190        190     48 West 86th Street                                        New York                  NY
    191        191     205 Hicks Street                                           Brooklyn                  NY
    192        192     37-12 and 37-18 85th Street                                Jackson Heights           NY
    193        193     200 President Street                                       Brooklyn                  NY
    194        194     315 West 103rd Street                                      New York                  NY
    195        195     53 Montgomery Place                                        Brooklyn                  NY
    196        196     54 White Street                                            New York                  NY
    197        197     801 Union Street                                           Brooklyn                  NY
    198        198     719 Carroll Street                                         Brooklyn                  NY
    199        199     806 Washington Avenue                                      Brooklyn                  NY
    200        200     416 Clermont Avenue                                        Brooklyn                  NY
    201        201     478 12th Street                                            Brooklyn                  NY
    202        202     55 7th Avenue                                              Brooklyn                  NY
    203        203     59 Park Place                                              Brooklyn                  NY
    204        204     166 West 94th Street                                       New York                  NY
    205        205     22 West 76th Street                                        New York                  NY
    206        206     320 East 14th Street                                       New York                  NY
    207        207     781 Union Street                                           Brooklyn                  NY
    208        208     337 Sackett Street                                         Brooklyn                  NY
    209        209     8940 Colonial Road                                         Brooklyn                  NY
    210        210     229 East 81st Street                                       New York                  NY
    211        211     35-55 76th Street                                          Jackson Heights           NY
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                                                                                           ORIGINAL
                                                                                                          PRINCIPAL
                                                                                                            LOAN
  LOAN #    CONTROL #        ZIP CODE               PROPERTY TYPE             SUB PROPERTY TYPE            BALANCE
--------------------------------------------------------------------------------------------------------------------------
<S>         <C>             <C>              <C>                         <C>                              <C>
     1         001             98104         Office                                                       54,600,000
     2         002             98109         Office                                                        8,250,000
     3         003             10036         Office                                                       50,000,000
     4         004       Various Zip Codes   Retail                      Retail, Anchored                 43,227,427
     4         004A            02032         Retail                      Retail, Anchored
     4         004B            40222         Retail                      Retail, Anchored
     4         004C            67208         Retail                      Retail, Anchored
     4         004D            67226         Retail                      Retail, Anchored
     5         005             67206         Retail                      Retail, Anchored                  5,854,176
     6         006             91107         Retail                      Retail, Anchored                 44,000,000
     7         007       Various Zip Codes   Office                                                       40,000,000
     7         007A            10022         Office
     7         007B            10022         Office
     8         008             20024         Mixed Use                   Office/Hotel/Retail              37,500,000
     9         009             46204         Lodging                     Lodging, Full Service            30,000,000
    10         010             35805         Office                                                       25,370,000
    11         011       Various Zip Codes   Industrial                                                   25,000,000
    11         011A            96817         Industrial
    11         011B            96797         Industrial
    11         011C            96797         Industrial
    11         011D            96797         Industrial
    12         012             98144         Office                                                       23,000,000
    13         013             19107         Multifamily                                                  21,500,000
    14         014             90232         Mixed Use                   Office/Industrial                21,468,100
    14         014A            90232         Mixed Use                   Office/Industrial                 6,719,515
    14         014B            90232         Mixed Use                   Office/Industrial                 6,182,813
    14         014C            90232         Mixed Use                   Office/Industrial                 5,989,600
    14         014D            90232         Mixed Use                   Office/Industrial                 2,576,172
    15         015             10013         Office                                                       21,000,000
    16         016             11232         Industrial                                                   20,300,000
    17         017             33761         Retail                      Retail, Anchored                 19,750,000
    18         018       Various Zip Codes   Office                                                       18,900,000
    18         018A            01605         Office
    18         018B            92121         Office
    19         019             48093         Industrial                                                   18,000,000
    20         020             77304         Assisted Living Facility                                      6,694,075
    21         021             76016         Assisted Living Facility                                      4,722,109
    22         022             76502         Assisted Living Facility                                      2,906,823
    23         023       Various Zip Codes   Lodging                     Lodging. Extended Stay           14,500,000
    23         023A            30096         Lodging                     Lodging. Extended Stay            3,400,000
    23         023B            29406         Lodging                     Lodging. Extended Stay            3,300,000
    23         023C            30318         Lodging                     Lodging. Extended Stay            3,250,000
    23         023D            43228         Lodging                     Lodging. Extended Stay            2,900,000
    23         023E            35290         Lodging                     Lodging. Extended Stay            1,650,000
    24         024             93726         Industrial                                                   13,200,000
    25         025             59102         Retail                      Retail, Anchored                 12,725,209
    26         026             04160         Mixed Use                   Office/Flex                      12,250,000
    27         027             94401         Retail                      Retail, Anchored                 12,000,000
    28         028             92126         Industrial                                                   11,883,800
    29         029             77551         Lodging                     Lodging, Full Service            11,750,000
    30         030             23185         Lodging                     Lodging, Full Service            10,550,000
    31         031             07087         Cooperative Residential                                      10,500,000
    32         032             10001         Mixed Use                   Retail/Multifamily               10,000,000
    33         033             34653         Mobile Home Park                                              9,980,000
    34         034             10022         Retail                      Retail, Anchored                  5,700,000
    35         035             10022         Retail                      Retail, Anchored                  1,900,000
    36         036             10538         Office                                                        1,400,000
    37         037             98201         Mixed Use                   Retail/Office                     8,763,616
    38         038             30606         Retail                      Retail, Anchored                  8,750,000
    39         039             06573         Multifamily                                                   8,700,000
    40         040             08807         Office                                                        8,000,000
    41         041             48207         Retail                      Retail, Anchored                  7,845,000
    42         042             20020         Retail                      Retail, Anchored                  7,725,000
    43         043             92668         Office                                                        7,700,000
    44         044             87108         Office                                                        7,500,000
    45         045             10040         Cooperative Residential                                       7,500,000
    46         046             01201         Retail                      Retail, Anchored                  7,070,000
    47         047             20016         Office                                                        7,000,000
    48         048             45255         Retail                      Retail, Unanchored                6,800,000
    49         049             27707         Retail                      Retail, Single Tenant             6,740,000
    50         050             07424         Cooperative Residential                                       6,700,000
    51         051             22021         Lodging                     Lodging, Limited Service          6,375,000
    52         052             30310         Retail                      Retail, Anchored                  6,270,000
    53         053             10010         Cooperative Residential                                       6,200,000
    54         054             16046         Office                                                        6,200,000
    55         055             92656         Mixed Use                   Office/Flex                       6,000,000
    56         056             20705         Office                                                        6,100,000
    57         057             33322         Mixed Use                   Office/Retail                     5,650,000
    58         058             30303         Lodging                     Lodging, Full Service             5,600,000
    59         059             94704         Mixed Use                   Retail/Office                     5,554,208
    60         060             75211         Multifamily                                                   5,464,000
    61         061             75211         Multifamily                                                   5,450,000
    62         062             48864         Cooperative Residential                                       5,300,000
    63         063             11215         Multifamily                                                   5,000,000
    64         064             10322         Retail                      Retail, Anchored                  5,000,000
    65         065             76086         Retail                      Retail, Anchored                  4,950,000
    66         066             77901         Lodging                     Lodging, Full Service             4,875,000
    67         067       Various Zip Codes   Multifamily                                                   4,800,000
    67         067A            66502         Multifamily                                                   3,080,000
    67         067B            66044         Multifamily                                                   1,720,000
    68         068             10024         Cooperative Residential                                       4,480,000
    69         069             01752         Industrial                                                    4,500,000
    70         070             76504         Multifamily                                                   4,300,000
    71         071             76118         Multifamily                                                   4,300,000
    72         072             22043         Office                                                        4,100,000
    73         073             90245         Industrial                                                    4,048,000
    74         074             10024         Cooperative Residential                                       4,000,000
    75         075             90019         Office                                                        3,935,000
    76         076             94621         Office                                                        3,900,000
    77         077             33805         Lodging                     Lodging, Limited Service          3,700,000
    78         078             89101         Multifamily                                                   3,600,000
    79         079             85706         Lodging                     Lodging, Full Service             3,450,000
    80         080             75006         Multifamily                                                   3,447,000
    81         081             76010         Multifamily                                                   3,400,000
    82         082             33417         Retail                      Retail, Anchored                  3,350,000
    83         083             10017         Office                                                        3,350,000
    84         084             10530         Cooperative Residential                                       3,300,000
    85         085             66202         Office                                                        3,200,000
    86         086             98684         Retail                      Retail, Unanchored                3,165,000
    87         087             10024         Cooperative Residential                                       3,100,000
    88         088             30068         Self Storage                                                  3,100,000
    89         089             10128         Cooperative Residential                                       3,000,000
    90         090             55113         Retail                      Retail, Unanchored                2,975,500
    91         091             02150         Mixed Use                   Office/Warehouse                  2,883,000
    92         092             11930         Cooperative Residential                                       2,850,000
    93         093             73505         Multifamily                                                   2,775,000
    94         094             14623         Industrial                                                    2,780,000
    95         095             97305         Retail                      Retail, Single Tenant             2,745,000
    96         096             27929         Retail                      Retail, Single Tenant             2,775,000
    97         097             10028         Cooperative Residential                                       2,750,000
    98         098             89117         Retail                      Retail, Anchored                  2,725,000
    99         099             10028         Cooperative Residential                                       2,650,000
    100        100             10012         Cooperative Residential                                       2,750,000
    101        101             33709         Mobile Home Park                                              2,600,000
    102        102             76010         Multifamily                                                   2,570,000
    103        103             21613         Retail                      Retail, Anchored                  2,500,000
    104        104             34684         Office                                                        2,500,000
    105        105             90805         Mobile Home Park                                              2,500,000
    106        106             11372         Cooperative Residential                                       2,500,000
    107        107             10704         Cooperative Residential                                       2,425,000
    108        108             75211         Multifamily                                                   2,367,000
    109        109             10100         Cooperative Residential                                       2,330,000
    110        110             10014         Cooperative Residential                                       2,300,000
    111        111             10024         Cooperative Residential                                       2,250,000
    112        112             27263         Lodging                     Lodging, Limited Service          2,250,000
    113        113             10029         Cooperative Residential                                       2,200,000
    114        114             08060         Self Storage                                                  2,200,000
    115        115             10463         Cooperative Residential                                       2,150,000
    116        116             33617         Multifamily                                                   2,075,000
    117        117             11209         Cooperative Residential                                       2,075,000
    118        118             19124         Retail                      Retail, Unanchored                2,050,000
    119        119             85015         Multifamily                                                   2,062,000
    120        120             99212         Industrial                                                    2,045,000
    121        121             75231         Multifamily                                                   2,000,000
    122        122             31305         Lodging                     Lodging, Limited Service          1,990,000
    123        123             80231         Industrial                                                    2,000,000
    124        124             10027         Cooperative Residential                                       2,000,000
    125        125             33461         Retail                      Retail, Single Tenant             1,911,000
    126        126             32757         Mobile Home Park                                              1,920,000
    127        127             11374         Cooperative Residential                                       1,900,000
    128        128             75023         Office                                                        1,773,000
    129        129             10014         Cooperative Residential                                       1,768,000
    130        130             10024         Cooperative Residential                                       1,600,000
    131        131             11435         Cooperative Residential                                       1,600,000
    132        132             10463         Cooperative Residential                                       1,600,000
    133        133             34982         Multifamily                                                   1,550,000
    134        134             10552         Cooperative Residential                                       1,550,000
    135        135             11930         Cooperative Residential                                       1,525,000
    136        136             10011         Cooperative Residential                                       1,500,000
    137        137             48093         Multifamily                                                   1,500,000
    138        138             10033         Cooperative Residential                                       1,500,000
    139        139             85714         Retail                      Retail, Anchored                  1,500,000
    140        140             11218         Cooperative Residential                                       1,500,000
    141        141             10471         Cooperative Residential                                       1,410,000
    142        142             33313         Office                                                        1,396,000
    143        143             10012         Cooperative Residential                                       1,400,000
    144        144             85301         Mobile Home Park                                              1,350,000
    145        145             30331         Multifamily                                                   1,305,000
    146        146             11238         Cooperative Residential                                       1,300,000
    147        147             60613         Cooperative Residential                                       1,310,620
    148        148             11520         Retail                      Retail, Unanchored                1,300,000
    149        149             07514         Multifamily                                                   1,280,000
    150        150             10471         Cooperative Residential                                       1,250,000
    151        151             10023         Cooperative Residential                                       1,200,000
    152        152             91401         Retail                      Retail, Unanchored                1,195,000
    153        153             78219         Industrial                                                    1,193,000
    154        154             10801         Cooperative Residential                                       1,150,000
    155        155             10463         Cooperative Residential                                       1,150,000
    156        156             10012         Cooperative Residential                                       1,100,000
    157        157             10801         Cooperative Residential                                       1,100,000
    158        158             79762         Multifamily                                                   1,000,000
    159        159             10013         Cooperative Residential                                       1,000,000
    160        160             85714         Retail                      Retail, Anchored                    973,000
    161        161             60660         Cooperative Residential                                         900,000
    162        162             10014         Cooperative Residential                                         850,000
    163        163             60611         Cooperative Residential                                         850,504
    164        164             10011         Cooperative Residential                                         800,000
    165        165             10014         Cooperative Residential                                         800,000
    166        166             10021         Cooperative Residential                                         735,000
    167        167             19119         Cooperative Residential                                         705,000
    168        168             10552         Cooperative Residential                                         700,000
    169        169             10014         Cooperative Residential                                         650,000
    170        170             10025         Cooperative Residential                                         630,000
    171        171             11235         Cooperative Residential                                         650,000
    172        172             10028         Cooperative Residential                                         600,000
    173        173             10011         Cooperative Residential                                         600,000
    174        174             10034         Cooperative Residential                                         600,000
    175        175             11222         Cooperative Residential                                         550,000
    176        176             10013         Cooperative Residential                                         538,000
    177        177             07901         Cooperative Residential                                         550,000
    178        178             10128         Cooperative Residential                                         500,000
    179        179             10021         Cooperative Residential                                         500,000
    180        180             10603         Cooperative Residential                                         470,000
    181        181             10128         Cooperative Residential                                         450,000
    182        182             11201         Cooperative Residential                                         450,000
    183        183             10025         Cooperative Residential                                         425,000
    184        184             10011         Cooperative Residential                                         400,000
    185        185             11215         Cooperative Residential                                         375,000
    186        186             10009         Cooperative Residential                                         360,000
    187        187             10021         Cooperative Residential                                         360,000
    188        188             10003         Cooperative Residential                                         350,000
    189        189             11215         Cooperative Residential                                         317,000
    190        190             10024         Cooperative Residential                                         275,000
    191        191             11201         Cooperative Residential                                         275,000
    192        192             11372         Cooperative Residential                                         250,000
    193        193             11231         Cooperative Residential                                         225,000
    194        194             10025         Cooperative Residential                                         225,000
    195        195             11215         Cooperative Residential                                         215,000
    196        196             10013         Cooperative Residential                                         225,000
    197        197             11215         Cooperative Residential                                         200,000
    198        198             11215         Cooperative Residential                                         200,000
    199        199             11238         Cooperative Residential                                         200,000
    200        200             11238         Cooperative Residential                                         200,000
    201        201             11215         Cooperative Residential                                         170,000
    202        202             11217         Cooperative Residential                                         155,000
    203        203             11217         Cooperative Residential                                         150,000
    204        204             10025         Cooperative Residential                                         150,000
    205        205             10023         Cooperative Residential                                         150,000
    206        206             10003         Cooperative Residential                                         125,000
    207        207             11215         Cooperative Residential                                         130,000
    208        208             11231         Cooperative Residential                                         120,000
    209        209             11209         Cooperative Residential                                         115,000
    210        210             10028         Cooperative Residential                                         110,000
    211        211             11372         Cooperative Residential                                         100,000
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                                                                          CUT-OFF
                                                     ALLOCATED             DATE
                                CUT-OFF DATE       CUT-OFF DATE         PRINCIPAL
                               PRINCIPAL LOAN     PRINCIPAL LOAN         BALANCE/                                          MOST
  LOAN #    CONTROL #              BALANCE           BALANCE               UNIT           1998 NOI        1999 NOI      RECENT NOI
----------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                <C>                <C>                   <C>             <C>            <C>              <C>
     1         001              54,245,305.13     54,245,305.13                 130       5,604,274      6,587,990
     2         002               8,196,405.93      8,196,405.93                 100       1,163,405      1,185,395
     3         003              50,000,000.00     50,000,000.00                 104      35,447,000     40,260,000
     4         004              42,422,744.71                                    63       4,555,593      5,671,383
     4         004A                               19,579,728.33                  69       1,516,022      2,547,027
     4         004B                               11,421,508.19                  84       1,531,814      1,527,128
     4         004C                                8,009,888.86                  40       1,078,829      1,159,058
     4         004D                                3,411,619.33                  61         428,928        438,170
     5         005               5,742,385.20      5,742,385.20                  63         667,536        745,510
     6         006              44,000,000.00     44,000,000.00                 142         568,707      3,979,493
     7         007              39,892,258.20                                   137      14,842,976     16,139,617
     7         007A                               27,997,777.54                 142       9,750,305     11,782,925
     7         007B                               11,894,480.66                 126       5,092,671      4,356,692
     8         008              36,969,932.96     36,969,932.96          133/83,660      21,040,212     22,008,434
     9         009              29,847,318.03     29,847,318.03              82,909       5,411,602      5,904,364
    10         010              25,306,142.04     25,306,142.04                  65       3,893,226      3,762,890
    11         011              24,972,537.42                                    87       2,963,389      2,697,522
    11         011A                               14,881,890.03                 111       1,736,179      1,554,241
    11         011B                                4,210,485.96                  59         523,341        519,135
    11         011C                                3,557,134.69                  83         380,114        339,368
    11         011D                                2,323,026.74                  59         323,755        284,778
    12         012              22,986,862.83     22,986,862.83                 120                                     2,559,357
    13         013              21,476,820.35     21,476,820.35             122,027                                     2,305,212
    14         014              21,437,257.72                                   115       2,193,172                     2,116,156
    14         014A                                6,703,250.42                 116         327,763                       344,833
    14         014B                                6,177,505.29                 122         855,881                       876,936
    14         014C                                5,980,350.87                 129         790,658                       682,192
    14         014D                                2,576,151.74                  81         218,874                       212,195
    15         015              20,912,730.29     20,912,730.29                 129                      4,212,000
    16         016              20,278,588.24     20,278,588.24                  15       3,001,782      3,432,928
    17         017              19,565,134.14     19,565,134.14                  76       1,698,674                     2,141,518
    18         018              18,842,308.71                                   154       2,626,576      2,573,618
    18         018A                               14,576,125.61                 157       2,374,193      1,927,204
    18         018B                                4,266,183.10                 145         252,383        646,414
    19         019              17,965,452.55     17,965,452.55                  67
    20         020               6,688,280.82      6,688,280.82              82,571         523,197        684,297        678,380
    21         021               4,718,021.69      4,718,021.69              69,383         258,948        665,136        654,978
    22         022               2,904,306.95      2,904,306.95              52,806         302,278        415,665        408,046
    23         023              14,244,826.59                                20,007       2,502,051      2,449,879
    23         023A                                3,340,166.28                             669,247        606,046
    23         023B                                3,241,926.10                             608,219        540,947
    23         023C                                3,192,805.89                             606,723        526,637
    23         023D                                2,848,965.35                             351,020        391,631
    23         023E                                1,620,962.97                             266,842        384,618
    24         024              13,188,509.35     13,188,509.35                  25
    25         025              12,671,975.77     12,671,975.77                  41       1,226,093      1,074,334
    26         026              12,175,969.49     12,175,969.49                  67       1,112,326      1,561,164
    27         027              11,954,009.59     11,954,009.59                 129       1,196,301
    28         028              11,812,857.72     11,812,857.72                  48       1,425,397      1,403,768
    29         029              11,733,374.78     11,733,374.78              65,918         982,886      1,232,560      1,404,188
    30         030              10,534,175.36     10,534,175.36              52,936       1,712,376      1,847,665      1,839,855
    31         031              10,476,847.15     10,476,847.15              24,140
    32         032               9,936,859.25      9,936,859.25             382,187                        945,248
    33         033               9,919,464.22      9,919,464.22              19,604       1,085,453      1,029,911
    34         034               5,645,277.24      5,645,277.24                 434         702,393
    35         035               1,881,759.07      1,881,759.07                 202         184,011
    36         036               1,386,559.30      1,386,559.30                  93         333,548
    37         037               8,702,596.29      8,702,596.29                  94       1,083,713      1,075,273
    38         038               8,674,158.57      8,674,158.57                  49         783,027      1,063,942
    39         039               8,670,770.93      8,670,770.93              49,266         586,114                       933,316
    40         040               7,903,372.41      7,903,372.41                 130                        608,010
    41         041               7,840,696.75      7,840,696.75                 152                        568,615
    42         042               7,713,309.31      7,713,309.31                  93         436,810        775,706
    43         043               7,692,033.79      7,692,033.79                  81         846,675        862,947
    44         044               7,493,174.69      7,493,174.69                  28       1,746,350      1,420,535
    45         045               7,345,320.67      7,345,320.67              21,047
    46         046               7,055,675.07      7,055,675.07                 101         954,399        962,614
    47         047               6,944,381.97      6,944,381.97                  89         117,908
    48         048               6,776,640.15      6,776,640.15                  74       1,048,590        829,741
    49         049               6,728,491.88      6,728,491.88                 114
    50         050               6,649,562.54      6,649,562.54              22,165
    51         051               6,298,150.75      6,298,150.75              45,972       1,037,075      1,095,991
    52         052               6,212,131.71      6,212,131.71                  63         607,417        708,427
    53         053               6,195,455.92      6,195,455.92              34,611
    54         054               6,171,178.23      6,171,178.23                  88                        147,634
    55         055               5,964,271.45      5,964,271.45                  98                        465,301
    56         056               5,962,822.77      5,962,822.77                  55         153,033        715,049        736,107
    57         057               5,616,636.44      5,616,636.44                  42       1,069,255                     1,202,837
    58         058               5,579,826.88      5,579,826.88              35,540       1,121,243      1,204,643
    59         059               5,514,002.32      5,514,002.32                 127         590,871        791,549
    60         060               5,460,250.71      5,460,250.71              21,841         343,870        688,268        938,885
    61         061               5,432,363.29      5,432,363.29              24,037         280,607        684,489
    62         062               5,292,832.32      5,292,832.32              36,756
    63         063               4,986,773.33      4,986,773.33             226,672
    64         064               4,970,597.02      4,970,597.02                 132                        352,238
    65         065               4,872,559.87      4,872,559.87                  34         589,827        732,754
    66         066               4,861,094.43      4,861,094.43              21,509       1,040,346      1,064,372
    67         067               4,770,112.16                                27,733         606,164        600,227
    67         067A                                3,060,821.98              27,826         408,450        390,981
    67         067B                                1,709,290.18              27,569         197,714        209,246
    68         068               4,477,465.75      4,477,465.75              45,688
    69         069               4,351,336.78      4,351,336.78                  41         323,129        606,137
    70         070               4,295,593.16      4,295,593.16              25,569         243,321        243,321        526,520
    71         071               4,279,584.60      4,279,584.60              22,060         430,971        504,908
    72         072               4,088,202.86      4,088,202.86                  67         531,248                       602,113
    73         073               4,037,883.56      4,037,883.56                  53         480,190        381,146
    74         074               3,999,145.98      3,999,145.98              38,827
    75         075               3,894,155.48      3,894,155.48                 123         631,384        631,350
    76         076               3,893,804.30      3,893,804.30                  74         303,712        344,560
    77         077               3,695,090.62      3,695,090.62              34,534         932,166        712,676        677,040
    78         078               3,596,780.25      3,596,780.25              17,984         159,629        560,357        598,136
    79         079               3,434,145.22      3,434,145.22              18,170         733,606                       715,459
    80         080               3,426,268.05      3,426,268.05              33,591         463,733        461,966
    81         081               3,383,857.62      3,383,857.62              16,919         338,197        391,115
    82         082               3,347,745.65      3,347,745.65                  65         234,990                       406,841
    83         083               3,344,758.55      3,344,758.55                 282
    84         084               3,278,393.90      3,278,393.90              26,872
    85         085               3,198,241.12      3,198,241.12                  78         400,099                       464,442
    86         086               3,148,736.30      3,148,736.30                 124         336,885                       397,447
    87         087               3,099,481.17      3,099,481.17              47,684
    88         088               3,078,077.53      3,078,077.53                  40         224,887        405,854
    89         089               2,997,483.25      2,997,483.25              48,347
    90         090               2,958,782.49      2,958,782.49                 138                        316,854
    91         091               2,866,159.40      2,866,159.40                  61         316,128         43,149
    92         092               2,777,862.37      2,777,862.37              48,734         312,623
    93         093               2,757,786.86      2,757,786.86              12,043         311,709        461,207
    94         094               2,756,603.53      2,756,603.53                  21                        428,232
    95         095               2,730,894.53      2,730,894.53                  78                        109,623
    96         096               2,728,163.13      2,728,163.13                  72                        292,378        292,378
    97         097               2,727,463.54      2,727,463.54              33,672
    98         098               2,716,851.74      2,716,851.74                 125                        241,521        248,072
    99         099               2,647,868.03      2,647,868.03              44,879
    100        100               2,622,626.98      2,622,626.98              27,319
    101        101               2,582,371.26      2,582,371.26              14,267         242,359                       254,027
    102        102               2,564,936.16      2,564,936.16              18,860         276,486        325,151        330,993
    103        103               2,497,970.71      2,497,970.71                  40         390,118        442,618        450,796
    104        104               2,493,794.85      2,493,794.85                  56         228,325        349,637
    105        105               2,490,195.25      2,490,195.25              27,669         154,335        205,346        236,468
    106        106               2,458,880.55      2,458,880.55              17,195
    107        107               2,416,750.93      2,416,750.93              30,984
    108        108               2,359,436.08      2,359,436.08              23,132         113,068        304,894
    109        109               2,317,145.87      2,317,145.87              14,303
    110        110               2,281,519.17      2,281,519.17              47,532
    111        111               2,248,789.98      2,248,789.98              19,726
    112        112               2,248,236.64      2,248,236.64              36,262                        513,437        552,664
    113        113               2,186,198.99      2,186,198.99              10,877
    114        114               2,148,442.38      2,148,442.38                  40         267,642        305,050
    115        115               2,127,927.06      2,127,927.06              19,887
    116        116               2,073,369.88      2,073,369.88              17,874         272,885        281,841
    117        117               2,055,954.37      2,055,954.37              32,124
    118        118               2,046,751.54      2,046,751.54                  91                        242,862
    119        119               2,040,120.67      2,040,120.67              21,937         235,772        195,786
    120        120               2,034,627.36      2,034,627.36                  38                        243,311
    121        121               1,992,474.77      1,992,474.77              21,197         184,585        313,410
    122        122               1,988,440.41      1,988,440.41              30,128         178,142        404,440        432,004
    123        123               1,987,605.51      1,987,605.51                  41         206,507        318,280
    124        124               1,973,235.73      1,973,235.73              37,231
    125        125               1,909,077.31      1,909,077.31                 136                        306,555
    126        126               1,890,765.94      1,890,765.94              12,862         227,020        257,967
    127        127               1,865,679.80      1,865,679.80              19,234
    128        128               1,767,821.69      1,767,821.69                 108         133,248        125,165
    129        129               1,759,243.97      1,759,243.97              33,832
    130        130               1,584,591.67      1,584,591.67              63,384
    131        131               1,583,050.92      1,583,050.92              25,533
    132        132               1,571,118.50      1,571,118.50              19,397
    133        133               1,545,242.05      1,545,242.05              30,299         229,451                       229,409
    134        134               1,544,553.67      1,544,553.67              31,522
    135        135               1,508,563.31      1,508,563.31              24,332         212,081        192,628
    136        136               1,495,830.59      1,495,830.59              41,551
    137        137               1,493,130.94      1,493,130.94              25,744         183,801        212,881
    138        138               1,490,190.64      1,490,190.64              25,693
    139        139               1,489,412.60      1,489,412.60                  35         224,838                       237,642
    140        140               1,486,175.38      1,486,175.38              27,522
    141        141               1,407,636.63      1,407,636.63              35,191
    142        142               1,391,825.72      1,391,825.72                  40          99,423
    143        143               1,391,004.53      1,391,004.53             154,556
    144        144               1,338,207.20      1,338,207.20              12,867         138,773        175,603
    145        145               1,299,036.30      1,299,036.30              11,599          92,325        202,146
    146        146               1,298,005.32      1,298,005.32              28,218
    147        147               1,292,764.44      1,292,764.44              43,092
    148        148               1,284,080.09      1,284,080.09                 143                        115,388
    149        149               1,270,974.10      1,270,974.10              22,696         238,074                       254,715
    150        150               1,212,233.81      1,212,233.81              11,329
    151        151               1,199,017.42      1,199,017.42              34,258
    152        152               1,191,801.48      1,191,801.48                  89         139,688        155,511        219,301
    153        153               1,170,646.98      1,170,646.98                  22         144,704
    154        154               1,143,092.04      1,143,092.04              23,814
    155        155               1,140,426.21      1,140,426.21              12,959
    156        156               1,099,087.78      1,099,087.78             183,181
    157        157               1,080,281.07      1,080,281.07              20,775
    158        158                 995,757.38        995,757.38              13,641         171,349        167,468
    159        159                 984,077.51        984,077.51              75,698
    160        160                 969,763.39        969,763.39                 147
    161        161                 881,648.53        881,648.53               5,376
    162        162                 847,241.78        847,241.78              28,241
    163        163                 840,884.25        840,884.25              84,088
    164        164                 790,663.83        790,663.83              43,926
    165        165                 770,583.54        770,583.54              19,265
    166        166                 734,249.08        734,249.08              36,712
    167        167                 703,581.66        703,581.66              14,658
    168        168                 697,044.83        697,044.83              12,674
    169        169                 646,294.90        646,294.90              24,857
    170        170                 629,123.66        629,123.66              57,193
    171        171                 626,965.45        626,965.45               4,354
    172        172                 599,764.73        599,764.73              15,379
    173        173                 596,041.28        596,041.28              14,191
    174        174                 595,622.81        595,622.81              10,269
    175        175                 548,438.54        548,438.54               9,141
    176        176                 536,940.27        536,940.27             107,388
    177        177                 533,227.78        533,227.78              10,061
    178        178                 498,383.39        498,383.39              31,149
    179        179                 495,345.57        495,345.57              55,038
    180        180                 459,526.65        459,526.65              32,823
    181        181                 441,941.91        441,941.91              11,944
    182        182                 433,659.58        433,659.58              17,346
    183        183                 420,152.93        420,152.93              46,684
    184        184                 386,572.55        386,572.55              64,429
    185        185                 369,997.15        369,997.15              18,500
    186        186                 358,084.53        358,084.53              35,808
    187        187                 355,234.83        355,234.83              35,523
    188        188                 347,154.26        347,154.26              13,886
    189        189                 309,696.89        309,696.89              30,970
    190        190                 273,899.09        273,899.09              54,780
    191        191                 271,845.42        271,845.42              12,357
    192        192                 248,575.65        248,575.65              20,715
    193        193                 222,587.38        222,587.38              44,517
    194        194                 220,185.59        220,185.59              27,523
    195        195                 213,671.84        213,671.84              23,741
    196        196                 210,521.75        210,521.75              52,630
    197        197                 198,688.46        198,688.46              49,672
    198        198                 196,588.28        196,588.28              24,574
    199        199                 195,087.41        195,087.41              13,935
    200        200                 191,832.89        191,832.89              23,979
    201        201                 155,807.67        155,807.67              19,476
    202        202                 154,030.27        154,030.27              30,806
    203        203                 148,777.94        148,777.94              29,756
    204        204                 147,009.46        147,009.46              24,502
    205        205                 138,225.69        138,225.69              23,038
    206        206                 124,523.19        124,523.19              13,836
    207        207                 124,203.40        124,203.40              15,525
    208        208                 115,554.23        115,554.23              38,518
    209        209                 114,048.95        114,048.95              38,016
    210        210                 101,587.33        101,587.33               9,235
    211        211                  97,354.10         97,354.10               9,735
                             1,111,999,815.36
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                              MOST            MOST
                             RECENT          RECENT                                                                   MOST RECENT
  LOAN #    CONTROL #         DATE            TYPE              U/W NOI           1998 REV            1999 REV            REV
---------------------------------------------------------------------------------------------------------------------------------
<S>         <C>              <C>             <C>             <C>                <C>                <C>                <C>
     1         001                                             7,370,683          8,515,182          9,743,890
     2         002                                             1,610,451          1,632,366          1,688,348
     3         003                                            51,645,000         61,363,000         66,956,000
     4         004                                             5,347,182          6,792,955          8,133,504
     4         004A                                            2,432,401          2,774,876          3,912,450
     4         004B                                            1,448,315          1,865,490          1,931,288
     4         004C                                            1,050,122          1,496,314          1,605,747
     4         004D                                              416,344            656,275            684,019
     5         005                                               743,470            908,609            977,641
     6         006                                             4,866,219            773,073          4,795,146
     7         007                                            17,544,365         25,717,850         27,768,261        27,768,261
     7         007A                                           11,403,347         17,731,279         20,188,018
     7         007B                                            6,141,018          7,986,571          7,580,243
     8         008                                            21,731,911         50,897,111         53,310,274
     9         009                                             5,323,419         15,938,776         16,934,946
    10         010                                             4,059,714          5,283,349          5,584,852
    11         011                                             2,894,244          4,070,556          3,855,751
    11         011A                                            1,788,524          2,589,337          2,456,367
    11         011B                                              469,295            538,734            534,134
    11         011C                                              385,902            536,985            499,820
    11         011D                                              250,523            405,500            365,430
    12         012         3/31/2000      Trailing 12          2,543,174                                               5,397,337
    13         013         1/31/2000      Annualized           2,093,906                                               2,891,901
    14         014          9/30/99       Trailing 12          2,941,470          2,751,913                            2,851,241
    14         014A         9/30/99       Trailing 12          1,004,085            532,056                              557,265
    14         014B         9/30/99       Trailing 12            809,825            979,437                            1,033,935
    14         014C         9/30/99       Trailing 12            757,397            888,808                              917,686
    14         014D         9/30/99       Trailing 12            370,163            351,614                              342,355
    15         015                                             3,567,878                             4,688,281
    16         016                                             2,909,142          4,935,220          5,865,068
    17         017          3/31/00       Trailing 12          2,333,743          2,889,785                            3,489,393
    18         018                                             2,338,559          3,098,892          3,732,934
    18         018A                                            1,839,266          2,817,308          3,009,134
    18         018B                                              499,293            281,584            723,800
    19         019                                             2,443,524
    20         020         2/29/2000      Trailing 12            660,574          1,681,090          1,859,031         1,871,983
    21         021         2/29/2000      Trailing 12            661,274          1,237,899          2,052,449         2,072,411
    22         022         2/29/2000      Trailing 12            411,284          1,272,851          1,474,608         1,477,971
    23         023                                             2,293,096          5,450,265          5,829,868
    23         023A                                              533,291          1,197,229          1,208,163
    23         023B                                              507,874          1,162,177          1,177,553
    23         023C                                              465,679          1,325,425          1,274,430
    23         023D                                              409,232            871,037          1,108,829
    23         023E                                              377,020            894,397          1,060,893
    24         024                                             1,818,527
    25         025                        Annualized           1,548,210          2,295,887          2,240,529
    26         026                                             1,578,722          1,346,256          1,852,811
    27         027                                             1,401,958          1,443,541
    28         028                                             1,437,999          1,879,788          1,916,502
    29         029         4/30/2000      Trailing 12          1,975,258          4,750,639          5,029,667         5,370,478
    30         030         4/30/2000      Trailing 12          1,817,687          5,340,288          5,708,391         5,713,035
    31         031                                             3,622,560
    32         032                                             1,086,551                             1,418,914
    33         033                                               979,876          1,433,599          1,511,459
    34         034                                               706,806          1,090,474
    35         035                                               250,944            333,021
    36         036                                               163,663            355,199
    37         037                                             1,061,390          1,418,519          1,454,279
    38         038                                             1,119,301          1,052,664          1,377,676
    39         039         9/30/1999      Annualized             991,541          1,105,900                            1,479,576
    40         040                                               944,236                             1,047,947
    41         041                                               953,268                               770,474
    42         042                                             1,067,289            764,549          1,077,322
    43         043                                             1,022,536          1,365,705          1,424,330
    44         044                                             1,461,912          3,164,806          3,112,078
    45         045                                             1,854,568
    46         046                                               912,330          1,248,543          1,242,058
    47         047                                               922,973            233,072
    48         048                                               841,406          1,385,917          1,250,896
    49         049                                               821,286
    50         050                                             3,061,604
    51         051                                             1,040,242          2,974,966          3,258,894
    52         052                                               681,134            837,964            945,372
    53         053                                             2,738,261
    54         054                                               797,189                               161,146
    55         055                                               728,576                               614,593
    56         056         2/29/2000      Trailing 12            824,368            586,851          1,198,640         1,233,754
    57         057         5/31/1999      Trailing 12            897,874          1,552,875                            1,686,979
    58         058                                             1,169,983          3,597,871          3,837,965
    59         059                                               774,853            836,393            875,025
    60         060         4/25/2000      Trailing 12            736,381          1,388,039          1,526,943         1,604,270
    61         061                                               727,742            923,234          1,272,614
    62         062                                               667,045
    63         063                                               579,066
    64         064                                               588,789                               512,020
    65         065                                               625,456            701,926            802,290
    66         066                                               897,630          3,863,418          3,649,797
    67         067                                               554,087            892,500            899,595
    67         067A                                              348,470            556,751            563,235
    67         067B                                              205,617            335,749            336,360
    68         068                                             3,095,146
    69         069                                               659,279            445,294            770,434
    70         070         3/31/2000      Annualized             523,693            561,480            561,480           893,740
    71         071                                               557,836          1,101,573          1,166,278
    72         072         11/30/1999     Annualized             706,732            776,710                              846,441
    73         073                                               506,747            537,496            437,699
    74         074                                             2,453,181
    75         075                                               606,509            786,975            783,747
    76         076                                               508,049            572,641            614,607
    77         077         2/29/2000      Trailing 12            621,836          1,953,901          1,751,540         1,698,536
    78         078         3/31/2000      Trailing 12            678,164            333,117            974,940           980,414
    79         079         10/31/1999     Trailing 12            826,118          4,873,132                            4,853,750
    80         080                                               388,004            738,608            749,664
    81         081                                               472,825          1,000,748          1,091,211
    82         082         3/31/2000      Trailing 12            417,848            702,639                              582,768
    83         083                                               457,654
    84         084                                             1,200,759
    85         085         10/31/1999     Annualized             463,126            650,313                              689,942
    86         086          1/30/00       Trailing 12            357,602            430,927                              471,889
    87         087                                             2,548,216
    88         088                                               419,133            402,836            633,012
    89         089                                             3,496,550
    90         090                                               361,344                               396,984
    91         091                                               423,120            462,890            537,664
    92         092                                               446,868            597,461
    93         093                                               423,618          1,091,474          1,198,003
    94         094                                               426,269                               563,319
    95         095                                               316,200                               109,623
    96         096          2/1/2000      Annualized             290,171                               334,212           334,212
    97         097                                             1,153,183
    98         098         3/31/2000      Trailing 12            347,887                               282,857           295,045
    99         099                                             2,900,457
    100        100                                             1,231,821
    101        101          3/31/00       Trailing 12            289,052            502,246                              502,056
    102        102         1/25/2000      Trailing 12            342,037            555,081            661,946           668,371
    103        103         3/31/2000      Trailing 12            417,844            547,083            582,737           601,189
    104        104                                               380,311            533,517            686,606
    105        105         3/31/2000      Trailing 12            306,731            313,882            371,728           400,661
    106        106                                               688,445
    107        107                                               402,567
    108        108                                               343,172            437,350            598,777
    109        109                                             2,015,407
    110        110                                               569,998
    111        111                                             2,342,363
    112        112         3/31/2000      Trailing 12            409,705                               953,302         1,014,678
    113        113                                             3,268,481
    114        114                                               308,643            349,633            382,804
    115        115                                               497,640
    116        116                                               319,757            505,925            560,852
    117        117                                               364,324
    118        118                                               272,837                               320,485
    119        119                                               246,405            441,161            408,388
    120        120                                               240,167                               289,204
    121        121                                               265,647            413,007            499,674
    122        122         3/31/2000      Trailing 12            375,894            497,283            887,716           908,706
    123        123                                               297,059            328,747            440,531
    124        124                                               724,488
    125        125                                               291,411                               306,555
    126        126                                               219,663            385,585            430,706
    127        127                                               485,636
    128        128                                               226,664            189,409            182,506
    129        129                                             2,653,738
    130        130                                             3,135,910
    131        131                                               259,508
    132        132                                               422,251
    133        133         7/31/1999      Trailing 12            203,612            348,192                              344,039
    134        134                                               277,994
    135        135                                               966,462            691,076            671,544
    136        136                                             1,103,103
    137        137                                               198,438            355,918            385,985
    138        138                                               389,412
    139        139          7/31/99       Trailing 12            227,814            354,369                              361,334
    140        140                                               299,460
    141        141                                               225,664
    142        142                                               226,505            290,251
    143        143                                               831,511
    144        144                                               154,861            252,666            339,209
    145        145                                               202,083            365,301            572,914
    146        146                                               462,282
    147        147                                               434,720
    148        148                                               153,118                               243,334
    149        149         7/31/1999      Annualized             213,896            379,072                              391,274
    150        150                                               522,437
    151        151                                             1,024,480
    152        152         3/31/2000      Annualized             160,751            187,344            212,235           233,758
    153        153                                               207,511            204,866
    154        154                                               247,034
    155        155                                               453,057
    156        156                                               484,090
    157        157                                               275,300
    158        158                                               162,097            329,867            309,327
    159        159                                               357,761
    160        160                                               119,973
    161        161                                               670,946
    162        162                                             1,912,319
    163        163                                               360,872
    164        164                                               160,089
    165        165                                               499,179
    166        166                                               196,838
    167        167                                               165,432
    168        168                                               266,617
    169        169                                               301,719
    170        170                                               204,798
    171        171                                               764,208
    172        172                                             1,285,149
    173        173                                               580,404
    174        174                                               295,290
    175        175                                               466,900
    176        176                                               194,667
    177        177                                               554,264
    178        178                                               206,341
    179        179                                               310,714
    180        180                                               193,481
    181        181                                               626,923
    182        182                                               120,561
    183        183                                                92,308
    184        184                                               239,260
    185        185                                               125,237
    186        186                                               156,182
    187        187                                               128,657
    188        188                                             2,159,406
    189        189                                               241,262
    190        190                                               182,390
    191        191                                               282,446
    192        192                                                90,587
    193        193                                                84,355
    194        194                                                34,681
    195        195                                                89,915
    196        196                                               327,775
    197        197                                               102,644
    198        198                                               157,543
    199        199                                                68,831
    200        200                                                67,952
    201        201                                                78,637
    202        202                                                77,855
    203        203                                                96,304
    204        204                                                57,934
    205        205                                               183,335
    206        206                                               134,099
    207        207                                                69,708
    208        208                                                45,128
    209        209                                                36,201
    210        210                                               117,870
    211        211                                                94,970

</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                                           U/W NET          ANNUAL DEBT               MORTGAGE      INTEREST
  LOAN #    CONTROL #        U/W REV      CASH FLOW           SERVICE       DSCR        RATE          CALC.
---------------------------------------------------------------------------------------------------------------
<S>         <C>            <C>           <C>                 <C>            <C>        <C>         <C>
     1         001         10,906,365      6,758,277         4,803,059      1.49       7.9900%     Actual/360
     2         002          2,173,399      1,491,239           725,737      1.49       7.9900%     Actual/360
     3         003         80,308,000     48,319,000         4,531,973      2.79       7.7500%       30/360
     4         004          7,820,308      4,677,628         3,538,647      1.33       7.2500%     Actual/360
     4         004A         3,806,567      2,047,824                        1.33       7.2500%
     4         004B         1,852,947      1,338,008                        1.33       7.2500%
     4         004C         1,496,773        916,828                        1.33       7.2500%
     4         004D           664,021        374,968                        1.33       7.2500%
     5         005            978,645        646,702           452,643      1.33       6.6600%     Actual/360
     6         006          5,869,857      4,741,440         3,922,234      1.21       8.1300%     Actual/360
     7         007         29,803,090     15,079,621         3,390,871      1.48       7.3250%     Actual/360
     7         007A        20,326,859      9,787,914                        1.48       7.3250%
     7         007B         9,476,231      5,291,707                        1.48       7.3250%
     8         008         52,839,641     17,458,428         3,189,750      1.37       7.6400%     Actual/360
     9         009         16,863,737      4,730,075         2,984,215      1.59       8.8500%     Actual/360
    10         010          5,455,083      3,400,576         2,451,784      1.39       9.0100%     Actual/360
    11         011          4,190,206      2,704,170         2,215,461      1.22       8.0700%     Actual/360
    11         011A         2,720,777      1,690,034                        1.22       8.0700%
    11         011B           578,867        431,902                        1.22       8.0700%
    11         011C           547,944        354,816                        1.22       8.0700%
    11         011D           342,618        227,418                        1.22       8.0700%
    12         012          5,592,411      2,505,012         2,178,196      1.26       8.7850%     Actual/360
    13         013          2,983,928      2,037,666         1,920,160      1.23       8.1500%     Actual/360
    14         014          3,737,576      2,722,674         2,054,337      1.33       8.9000%     Actual/360
    14         014A         1,275,876        936,302           643,007      1.33       8.9000%
    14         014B         1,028,993        750,422           591,649      1.33       8.9000%
    14         014C           962,394        703,048           573,720      1.33       8.9000%
    14         014D           470,313        332,902           246,520      1.33       8.9000%
    15         015          5,152,670      3,239,948         2,142,454      1.51       9.1600%     Actual/360
    16         016          5,352,079      2,424,209         1,826,661      1.33       8.2300%     Actual/360
    17         017          3,647,177      2,131,267         1,707,734      1.25       7.8100%     Actual/360
    18         018          3,601,374      2,170,202         1,777,761      1.22       8.7100%     Actual/360
    18         018A         3,013,162      1,706,120                        1.22       8.7100%
    18         018B           588,212        464,082                        1.22       8.7100%
    19         019          3,049,572      2,322,924         1,754,826      1.32       8.4600%     Actual/360
    20         020          1,871,983        636,274           681,283      1.33       9.1300%     Actual/360
    21         021          2,072,411        640,874           480,588      1.33       9.1300%     Actual/360
    22         022          1,477,971        394,784           295,839      1.33       9.1300%     Actual/360
    23         023          5,584,848      2,069,702         1,371,903      1.51       8.2500%     Actual/360
    23         023A         1,117,735        488,582           321,688      1.51       8.2500%
    23         023B         1,137,972        462,355           312,226      1.51       8.2500%
    23         023C         1,215,155        417,073           307,496      1.51       8.2500%
    23         023D         1,068,994        366,472           274,381      1.51       8.2500%
    23         023E         1,044,992        335,220           156,113      1.51       8.2500%
    24         024          2,104,079      1,555,006         1,263,141      1.23       8.9000%     Actual/360
    25         025          2,693,487      1,385,457         1,076,593      1.29       7.4200%     Actual/360
    26         026          1,890,578      1,423,068         1,132,387      1.26       8.5200%     Actual/360
    27         027          1,774,317      1,356,502         1,083,849      1.25       8.2700%     Actual/360
    28         028          1,956,968      1,293,077         1,048,378      1.23       8.0200%     Actual/360
    29         029          5,370,478      1,706,734         1,221,148      1.40       9.3900%     Actual/360
    30         030          5,697,302      1,532,822         1,072,845      1.43       9.1200%     Actual/360
    31         031          6,899,656      3,622,560         1,014,731      3.57       9.0100%       30/360
    32         032          1,676,488      1,074,051           888,897      1.21       8.1000%     Actual/360
    33         033          1,513,274        954,576           833,283      1.15       7.4500%     Actual/360
    34         034          1,058,379        677,632           603,125      1.12       8.6000%     Actual/360
    35         035            466,012        234,297           201,042      1.12       8.6000%     Actual/360
    36         036            236,875        152,321           148,136      1.12       8.6000%     Actual/360
    37         037          1,433,003        966,215           771,652      1.25       8.0000%     Actual/360
    38         038          1,412,281      1,033,991           778,520      1.33       8.1100%     Actual/360
    39         039          1,534,083        947,541           790,202      1.20       8.3300%     Actual/360
    40         040          1,460,376        849,829           697,610      1.22       7.3100%       30/360
    41         041          1,220,026        919,173           756,120      1.22       8.9800%     Actual/360
    42         042          1,477,656        960,588           725,963      1.32       8.7000%     Actual/360
    43         043          1,590,259        907,790           697,421      1.30       8.3000%     Actual/360
    44         044          3,142,256      1,087,140           708,030      1.54       8.7500%     Actual/360
    45         045          3,219,276      1,854,568           672,347      2.76       8.1900%       30/360
    46         046          1,201,569        895,525           593,795      1.51       7.5100%     Actual/360
    47         047          1,594,296        795,932           622,816      1.28       8.1100%     Actual/360
    48         048          1,167,950        798,493           612,460      1.30       8.2400%     Actual/360
    49         049            846,687        785,978           650,197      1.21       8.9900%     Actual/360
    50         050          5,067,400      3,061,604           567,354      5.40       7.4900%     Actual/360
    51         051          3,240,375        910,627           624,787      1.46       8.6700%     Actual/360
    52         052          1,035,750        656,790           527,635      1.24       7.5300%     Actual/360
    53         053          4,686,510      2,738,261           549,387      4.98       8.5700%       30/360
    54         054            944,525        740,421           553,199      1.34       8.1400%     Actual/360
    55         055            931,162        661,256           529,817      1.25       8.0300%     Actual/360
    56         056          1,450,955        691,122           529,095      1.31       7.2500%       30/360
    57         057          1,372,728        736,830           557,413      1.32       8.7500%     Actual/360
    58         058          3,841,376        977,914           607,334      1.61       9.9300%     Actual/360
    59         059            886,313        710,336           468,771      1.52       7.5600%     Actual/360
    60         060          1,610,158        673,881           526,916      1.28       8.8200%     Actual/360
    61         061          1,350,985        671,242           501,943      1.34       8.4800%     Actual/360
    62         062          1,240,800        667,045           491,742      1.36       8.9000%     Actual/360
    63         063            761,882        571,241           474,165      1.20       8.8000%     Actual/360
    64         064            826,892        543,173           443,610      1.22       8.0800%     Actual/360
    65         065            787,335        559,779           448,275      1.25       7.7400%     Actual/360
    66         066          3,649,797        715,140           506,646      1.41       9.3900%     Actual/360
    67         067            891,710        520,646           416,641      1.25       7.8500%     Actual/360
    67         067A           563,235        330,529           267,345      1.25       7.8500%
    67         067B           328,475        190,117           149,296      1.25       7.8500%
    68         068          4,666,960      3,095,146           353,628      8.75       7.8200%       30/360
    69         069            804,986        563,149           514,183      1.10       7.9400%       30/360
    70         070            939,353        490,093           390,705      1.25       8.3340%     Actual/360
    71         071          1,213,167        509,336           393,473      1.29       8.4100%     Actual/360
    72         072          1,056,152        612,935           424,740      1.44       9.3500%     Actual/360
    73         073            595,698        470,447           392,252      1.20       9.0400%     Actual/360
    74         074          3,630,400      2,453,181           327,736      7.49       8.1300%       30/360
    75         075            747,011        539,979           383,735      1.41       8.6100%     Actual/360
    76         076            770,754        432,063           360,183      1.20       8.5100%     Actual/360
    77         077          1,698,536        536,909           393,491      1.36       9.6800%     Actual/360
    78         078          1,089,180        614,324           341,677      1.80       8.8090%     Actual/360
    79         079          4,853,750        583,430           358,120      1.63       9.3750%     Actual/360
    80         080            749,664        362,504           303,226      1.20       7.9900%     Actual/360
    81         081          1,163,396        422,825           311,118      1.36       8.4100%     Actual/360
    82         082            599,528        373,068           344,200      1.27       9.7100%     Actual/360
    83         083            641,677        420,616           311,100      1.35       8.5700%     Actual/360
    84         084          2,050,824      1,200,759           305,097      3.94       7.8700%     Actual/360
    85         085            718,826        390,667           308,147      1.27       8.9700%     Actual/360
    86         086            452,838        352,011           281,602      1.25       8.1100%     Actual/360
    87         087          3,628,752      2,548,216           250,992     10.15       8.0300%       30/360
    88         088            645,417        407,493           302,307      1.35       8.6100%     Actual/360
    89         089          5,659,000      3,496,550           225,262     15.52       7.4200%       30/360
    90         090            446,771        337,797           268,498      1.26       8.2600%     Actual/360
    91         091            537,664        400,905           269,453      1.49       8.6400%     Actual/360
    92         092            828,277        432,276           338,744      1.28       8.4800%     Actual/360
    93         093          1,144,134        366,368           268,141      1.37       8.5000%     Actual/360
    94         094            586,868        360,129           264,167      1.36       8.5500%     Actual/360
    95         095            399,846        303,952           244,233      1.24       8.1100%     Actual/360
    96         096            299,145        285,221           233,237      1.22       6.9000%       30/360
    97         097          1,992,618      1,153,183           233,913      4.93       7.6400%       30/360
    98         098            420,506        310,558           258,186      1.20       8.7900%     Actual/360
    99         099          4,241,850      2,900,457           201,269     14.41       7.5100%       30/360
    100        100          1,848,063      1,231,821           258,828      4.76       7.1500%       30/360
    101        101            526,989        280,002           231,113      1.21       8.1000%     Actual/360
    102        102            704,983        308,037           237,133      1.30       8.5000%     Actual/360
    103        103            560,964        367,789           244,198      1.51       9.1300%     Actual/360
    104        104            726,235        318,422           242,904      1.31       9.0700%     Actual/360
    105        105            458,546        302,231           237,082      1.27       8.8000%     Actual/360
    106        106          1,520,547        688,445           243,700      2.82       7.6100%       30/360
    107        107            718,760        402,567           191,499      2.10       7.5000%       30/360
    108        108            684,656        317,672           219,006      1.45       8.5300%     Actual/360
    109        109          3,251,976      2,015,407           204,771      9.84       7.9800%       30/360
    110        110            858,912        569,998           197,539      2.89       7.7400%       30/360
    111        111          3,677,670      2,342,363           174,350     13.43       7.6700%       30/360
    112        112            953,302        362,040           240,985      1.50       9.7700%     Actual/360
    113        113          4,847,748      3,268,481           232,794     14.04       8.7200%       30/360
    114        114            430,657        300,559           195,437      1.54       7.5200%     Actual/360
    115        115          1,132,379        497,640           168,949      2.95       6.7500%     Actual/360
    116        116            632,763        268,601           204,576      1.31       9.2350%     Actual/360
    117        117            622,192        364,324           172,426      2.11       7.3000%     Actual/360
    118        118            369,662        258,769           189,501      1.37       8.5200%     Actual/360
    119        119            490,772        220,222           188,072      1.17       8.3750%     Actual/360
    120        120            302,343        230,850           182,811      1.26       8.1600%     Actual/360
    121        121            496,878        242,147           181,825      1.33       8.3400%     Actual/360
    122        122            901,119        330,838           213,138      1.55       9.7700%     Actual/360
    123        123            430,537        258,707           183,350      1.41       8.4300%     Actual/360
    124        124          1,002,279        724,488           247,250      2.93       9.1400%     Actual/360
    125        125            300,424        289,251           174,705      1.66       8.4000%     Actual/360
    126        126            394,990        212,637           180,890      1.18       8.2000%     Actual/360
    127        127          1,073,538        485,636           160,564      3.02       6.9600%       30/360
    128        128            346,491        211,108           169,356      1.25       8.8800%     Actual/360
    129        129          3,731,185      2,653,738           181,174     14.65       8.2800%       30/360
    130        130          4,179,000      3,135,910           125,298     25.03       6.8100%       30/360
    131        131            512,517        259,508           135,698      1.91       7.6100%       30/360
    132        132            934,270        422,251           157,504      2.68       7.7400%       30/360
    133        133            346,653        190,658           150,732      1.26       9.0800%     Actual/360
    134        134            516,664        277,994           139,113      2.00       8.0900%     Actual/360
    135        135          1,842,697        950,712           183,665      5.18       8.7000%     Actual/360
    136        136          1,679,128      1,103,103           121,875      9.05       7.6500%     Actual/360
    137        137            372,101        183,938           134,596      1.37       8.2000%     Actual/360
    138        138            658,126        389,412           137,499      2.83       7.8800%       30/360
    139        139            359,138        200,332           146,399      1.37       8.6200%     Actual/360
    140        140            505,020        299,460           124,396      2.41       7.2800%     Actual/360
    141        141            385,110        225,664           122,690      1.84       8.2800%     Actual/360
    142        142            375,713        184,767           132,267      1.40       8.7900%     Actual/360
    143        143          1,151,896        831,511           129,554      6.42       7.9900%       30/360
    144        144            294,423        149,611           119,775      1.25       8.0800%     Actual/360
    145        145            572,585        174,083           124,991      1.39       8.9100%       30/360
    146        146            778,270        462,283           113,770      4.06       8.4500%       30/360
    147        147          1,032,300        434,720           133,638      3.25       8.1000%     Actual/360
    148        148            229,657        146,188           122,998      1.19       8.2500%     Actual/360
    149        149            372,123        199,840           124,979      1.60       8.6250%     Actual/360
    150        150          1,116,039        522,437           141,880      3.68       7.8300%       30/360
    151        151          1,720,400      1,024,480           102,184     10.03       8.1900%       30/360
    152        152            222,034        147,372           117,556      1.25       9.2100%     Actual/360
    153        153            265,221        188,448           142,406      1.32       8.6700%     Actual/360
    154        154            506,860        247,034           102,803      2.40       8.1600%       30/360
    155        155            958,005        453,057            96,518      4.69       7.4000%     Actual/360
    156        156            578,240        484,090            95,715      5.06       8.2800%     Actual/360
    157        157            507,526        275,300            86,439      3.18       6.7500%     Actual/360
    158        158            329,863        143,159            92,270      1.55       8.5000%     Actual/360
    159        159            561,420        357,761            99,478      3.60       7.8800%       30/360
    160        160            154,976        115,414            88,705      1.30       8.3700%     Actual/360
    161        161          1,546,030        670,946           104,085      6.45       8.1400%       30/360
    162        162          2,403,947      1,912,319            70,221     27.23       7.8000%     Actual/360
    163        163            639,600        360,872            99,212      3.64       8.1700%     Actual/360
    164        164            238,236        160,089            66,544      2.41       7.3100%     Actual/360
    165        165            796,294        499,179            90,307      5.53       7.7400%       30/360
    166        166            301,915        196,838            64,190      3.07       8.4300%       30/360
    167        167            468,320        165,432            69,578      2.38       9.1200%     Actual/360
    168        168            535,760        266,617            61,515      4.33       7.8700%     Actual/360
    169        169            434,603        301,719            72,604      4.16       9.4800%       30/360
    170        170            273,060        204,798            57,686      3.55       8.7700%     Actual/360
    171        171          1,718,040        764,208            75,354     10.14       8.1800%       30/360
    172        172          1,923,072      1,285,149            48,695     26.39       8.0500%       30/360
    173        173            814,702        580,404            51,059     11.37       7.5400%     Actual/360
    174        174            571,670        295,290            51,482      5.74       7.7300%       30/360
    175        175            646,771        466,900            63,837      7.31       8.2000%       30/360
    176        176            285,000        194,667            48,003      4.06       8.1400%       30/360
    177        177            905,056        554,264            62,011      8.94       7.7200%       30/360
    178        178            294,480        206,341            40,285      5.12       7.6800%       30/360
    179        179            458,550        310,714            41,748      7.44       7.4500%       30/360
    180        180            288,480        193,481            45,340      4.27       7.3700%     Actual/360
    181        181          1,100,400        626,923            51,046     12.28       7.8200%       30/360
    182        182            218,509        120,561            51,263      2.35       7.8900%       30/360
    183        183            150,987         92,308            34,722      2.66       7.2300%       30/360
    184        184            347,400        239,260            45,181      5.30       7.7500%       30/360
    185        185            193,056        125,237            34,375      3.64       7.8800%       30/360
    186        186            201,221        156,182            34,016      4.59       8.7600%       30/360
    187        187            208,692        128,657            33,142      3.88       7.9300%       30/360
    188        188          2,737,100      2,159,406            29,886     72.25       7.6800%       30/360
    189        189            320,700        241,262            36,719      6.57       8.0500%     Actual/360
    190        190            262,500        182,390            21,158      8.62       7.2700%       30/360
    191        191            440,604        282,446            22,400     12.61       7.2000%       30/360
    192        192            161,040         90,587            29,017      3.12       8.2000%       30/360
    193        193            106,500         84,355            18,236      4.63       7.1500%       30/360
    194        194             75,444         34,681            22,261      1.56       7.7000%     Actual/360
    195        195            129,120         89,915            18,967      4.74       8.0200%       30/360
    196        196            484,500        327,775            31,810     10.30       7.3300%       30/360
    197        197            128,400        102,644            17,070      6.01       7.5700%     Actual/360
    198        198            197,628        157,543            23,465      6.71       8.3800%       30/360
    199        199            121,721         68,831            24,260      2.84       8.8200%     Actual/360
    200        200            102,000         67,952            22,221      3.06       7.4800%       30/360
    201        201            109,320         78,637            23,823      3.30       7.1300%       30/360
    202        202            116,700         77,855            13,529      5.75       7.8000%     Actual/360
    203        203            132,600         96,304            12,796      7.53       7.6700%       30/360
    204        204             98,400         57,934            17,620      3.29       8.4000%       30/360
    205        205            255,000        183,335            20,733      8.84       6.8200%       30/360
    206        206            193,572        134,099            11,375     11.79       8.3500%       30/360
    207        207            100,800         69,708            14,329      4.86       7.3500%       30/360
    208        208             62,400         45,128            13,472      3.35       7.6500%       30/360
    209        209             50,700         36,201            13,679      2.65       8.6100%       30/360
    210        210            184,800        117,870            15,559      7.58       7.3400%       30/360
    211        211            156,000         94,970            15,097      6.29       8.8400%       30/360
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                              STATED               ANTICIPATED                                 ORIGINAL
                             MATURITY               REPAYMENT               ANTICIPATED          AMORT             REMAINING
  LOAN #    CONTROL #          DATE                   DATE                REMAINING TERM         TERM               LOCKOUT
----------------------------------------------------------------------------------------------------------------------------------
<S>         <C>              <C>                   <C>                    <C>                  <C>                 <C>
     1         001            5/11/29                5/11/09                   106                360                 103
     2         002            5/11/29                5/11/09                   106                360                 103
     3         003            4/9/30                 4/9/10                    117                300                 110
     4         004            6/11/28                6/11/08                    95                360                  88
     4         004A           6/11/28                6/11/08                    95                360
     4         004B           6/11/28                6/11/08                    95                360
     4         004C           6/11/28                6/11/08                    95                360
     4         004D           6/11/28                6/11/08                    95                360
     5         005            6/11/28                6/11/08                    95                357                  88
     6         006            4/11/31                4/11/10                   117                360                 113
     7         007            7/11/28                7/11/08                    96                348                  93
     7         007A           7/11/28                7/11/08                    96                348
     7         007B           7/11/28                7/11/08                    96                348
     8         008           10/11/28               10/11/08                    99                360                  96
     9         009            1/1/25                 1/1/10                    114                300                 110
    10         010            2/11/30                2/11/10                   115                360                 108
    11         011            5/11/30                5/11/10                   118                360                 115
    11         011A           5/11/30                5/11/10                   118                360
    11         011B           5/11/30                5/11/10                   118                360
    11         011C           5/11/30                5/11/10                   118                360
    11         011D           5/11/30                5/11/10                   118                360
    12         012            6/11/30                6/11/10                   119                360                 115
    13         013            5/11/30                5/11/10                   118                360                 115
    14         014            4/1/30                 4/1/10                    117                360                 113
    14         014A                                                            117
    14         014B                                                            117
    14         014C                                                            117
    14         014D                                                            117
    15         015            2/11/25                2/11/10                   115                300                 111
    16         016            5/11/10                                          118                360                 111
    17         017            4/1/09                                           105                360                 101
    18         018            1/11/30                1/11/10                   114                360                 110
    18         018A           1/11/30                1/11/10                   114                360
    18         018B           1/11/30                1/11/10                   114                360
    19         019            5/1/24                 5/1/10                    118                288                 114
    20         020            6/11/25                6/11/10                   119                300                 112
    21         021            6/11/25                6/11/10                   119                300                 112
    22         022            6/11/25                6/11/10                   119                300                 112
    23         023            1/1/09                                           102                300                  98
    23         023A           1/1/09                                           102                300
    23         023B           1/1/09                                           102                300
    23         023C           1/1/09                                           102                300
    23         023D           1/1/09                                           102                300
    23         023E           1/1/09                                           102                300
    24         024            5/11/10                                          118                360                 114
    25         025            5/1/08                                            94                340                  90
    26         026            7/1/06                                            72                360                  68
    27         027            12/1/29                11/1/09                   112                360                 108
    28         028            9/1/09                                           110                360                 106
    29         029            5/11/25                5/11/10                   118                300                 114
    30         030            5/11/25                5/11/10                   118                300                 111
    31         031            3/1/10                                           116                360                 112
    32         032            8/1/09                                           109                360                 102
    33         033            11/1/09                                          112                360                 108
    34         034            1/1/10                                           114                240                 110
    35         035            1/1/10                                           114                240                 110
    36         036            1/1/10                                           114                240                 110
    37         037            1/1/09                                           102                360                  98
    38         038            4/1/09                                           105                360                 101
    39         039            1/11/10                                          114                360                 110
    40         040            9/1/24                                           290                300                 110
    41         041            6/11/30                6/11/10                   119                360                 115
    42         042            5/11/30                5/11/10                   118                360                 111
    43         043            4/11/30                4/11/10                   117                360                 113
    44         044            6/11/30                6/11/10                   119                360                 116
    45         045            2/1/08                                            91                360                  72
    46         046            4/11/30                4/11/10                   117                360                 113
    47         047            5/1/09                                           106                360                 102
    48         048            1/1/10                                           114                360                 110
    49         049            3/11/30                3/11/10                   116                360                 112
    50         050            9/1/09                                           110                360                 106
    51         051            5/1/09                                           106                300                 102
    52         052            5/1/09                                           106                360                 103
    53         053            4/1/10                                           117                480                 113
    54         054            11/1/09                                          112                360                 108
    55         055            9/1/09                                           110                360                 106
    56         056            1/1/09                                           102                300                  42
    57         057           12/11/24               12/11/09                   113                300                 109
    58         058            2/11/25                2/11/10                   115                300                 111
    59         059            8/1/09                                           109                360                  49
    60         060            6/11/30                6/11/10                   119                336                 115
    61         061            1/11/30                1/11/10                   114                360                 110
    62         062            2/1/10                                           115                480                 111
    63         063            2/11/30                2/11/10                   115                360                 111
    64         064            9/1/29                 9/1/09                    110                360                  50
    65         065            4/1/09                                           105                300                 101
    66         066            3/11/25                3/11/10                   116                300                 114
    67         067            9/1/09                                           110                360                 106
    67         067A           9/1/09                                           110                360
    67         067B           9/1/09                                           110                360
    68         068            10/1/09                                          111                720                  92
    69         069            8/1/14                                           169                180                 162
    70         070            5/11/30                5/11/10                   118                360                 115
    71         071           10/11/29               10/11/09                   111                360                 109
    72         072            3/11/25                3/11/10                   116                300                 109
    73         073            2/11/30                2/11/10                   115                360                 111
    74         074            3/1/10                                           116                720                  97
    75         075            7/1/24                 7/1/09                    108                300                 101
    76         076            4/11/25                4/11/10                   117                360                 113
    77         077            5/11/25                5/11/10                   118                300                 114
    78         078            5/11/30                5/11/10                   118                360                 111
    79         079            1/11/25                1/11/10                   114                300                 110
    80         080            9/1/09                                           110                360                 103
    81         081           10/11/29               10/11/09                   111                360                 109
    82         082            5/11/30                5/11/05                    58                360                  51
    83         083            4/11/30                4/11/10                   117                360                 115
    84         084            1/1/10                                           114                300                 110
    85         085            6/11/30                6/11/10                   119                360                 116
    86         086            10/1/09                                          111                360                 107
    87         087            4/1/10                                           117                720                 113
    88         088            11/1/09                                          112                300                 108
    89         089            8/1/09                                           109                720                  90
    90         090            9/1/09                                           110                360                 106
    91         091            7/1/29                 7/1/09                    108                360                  48
    92         092            10/1/14                                          171                180                 134
    93         093           12/11/24               12/11/09                   113                300                 106
    94         094            7/1/09                                           108                324                 104
    95         095            10/1/09                                          111                360                 107
    96         096            6/1/24                                           287                300                 106
    97         097            8/1/09                                           109                360                 105
    98         098            1/11/30                1/11/10                   114                360                 110
    99         099            8/1/09                                           109                720                 105
    100        100            8/1/18                                           217                240                 156
    101        101            7/1/09                                           108                360                 104
    102        102            3/11/30                3/11/10                   116                360                 112
    103        103            5/11/30                5/11/10                   118                360                 114
    104        104            2/11/30                2/11/10                   115                360                 112
    105        105           11/11/29               11/11/09                   112                360                 105
    106        106            10/1/09                                          111                240                  93
    107        107            9/1/09                                           110                480                 106
    108        108            1/11/30                1/11/10                   114                360                 110
    109        109            11/1/09                                          112                360                  76
    110        110            8/1/09                                           109                360                  90
    111        111            11/1/09                                          112                720                 108
    112        112            6/11/25                6/11/10                   119                300                 115
    113        113            3/1/20                                           236                240                 232
    114        114            10/1/09                                          111                300                 107
    115        115            7/1/09                                           108                360                 104
    116        116            5/11/30                5/11/10                   118                360                 111
    117        117            7/1/09                                           108                360                 104
    118        118            4/11/30                4/11/10                   117                360                 110
    119        119            12/1/08                                          101                360                  41
    120        120            10/1/09                                          111                360                 107
    121        121           12/11/29               12/11/09                   113                360                 110
    122        122            6/11/25                6/11/10                   119                300                 115
    123        123            7/1/09                                           108                360                 104
    124        124            2/1/15                                           175                180                 171
    125        125            5/11/30                5/11/10                   118                360                 111
    126        126            3/1/09                                           104                300                 100
    127        127            5/1/09                                           106                300                 102
    128        128            1/11/30                1/11/10                   114                360                 111
    129        129            4/1/20                                           237                240                 233
    130        130            8/1/09                                           109                360                  91
    131        131            5/1/09                                           106                360                 102
    132        132            9/1/19                                           230                240                 226
    133        133           12/11/29               12/11/09                   113                360                 109
    134        134            2/1/10                                           115                360                 111
    135        135            3/1/15                                           176                180                 172
    136        136            10/1/09                                          111                480                 107
    137        137            11/1/09                                          112                360                 108
    138        138            1/1/10                                           114                300                 110
    139        139            11/1/09                                          112                300                 108
    140        140            7/1/09                                           108                360                 104
    141        141            1/1/10                                           114                480                 110
    142        142            1/1/10                                           114                360                 110
    143        143            1/1/10                                           114                300                 110
    144        144            4/1/09                                           105                360                 101
    145        145            10/1/14                                          171                360                 111
    146        146            1/1/15                                           174                480                 170
    147        147            11/1/19                                          232                240                 228
    148        148            6/1/09                                           107                300                 103
    149        149           11/11/09                                          112                300                 108
    150        150            9/1/14                                           170                180                 166
    151        151            4/1/10                                           117                480                 113
    152        152            1/11/30                1/11/10                   114                360                 112
    153        153            12/1/09                                          113                180                 109
    154        154            10/1/09                                          111                360                 107
    155        155            8/1/09                                           109                360                 105
    156        156            4/1/10                                           117                480                 113
    157        157           11/11/08                                          100                360                  96
    158        158           11/11/09                                          112                360                 108
    159        159            10/1/19                                          231                240                 227
    160        160            1/1/10                 1/1/10                    114                360                 110
    161        161            12/1/14                                          173                180                 169
    162        162            8/1/14                                           169                480                 165
    163        163            3/1/15                                           176                180                 172
    164        164            4/1/09                                           105                360                 101
    165        165            7/1/14                                           168                180                 164
    166        166            3/1/10                                           116                480                 112
    167        167            4/1/10                                           117                360                  98
    168        168            1/1/10                                           114                360                 110
    169        169            3/1/20                                           236                240                 232
    170        170            2/1/10                                           115                480                 111
    171        171            7/1/14                                           168                180                 164
    172        172            12/1/09                                          113                720                 109
    173        173            10/1/09                                          111                360                 107
    174        174            9/1/09                                           110                360                 106
    175        175            6/1/15                                           179                180                 175
    176        176            4/1/10                                           117                360                 113
    177        177            9/1/14                                           170                180                 134
    178        178            9/1/09                                           110                480                 106
    179        179            7/1/09                                           108                360                 104
    180        180            7/1/09                                           108                240                 104
    181        181            1/1/10                                           114                180                 110
    182        182            7/1/14                                           168                180                 164
    183        183            5/1/09                                           106                360                 102
    184        184            8/1/14                                           169                180                 165
    185        185            7/1/09                                           108                300                 104
    186        186            10/1/09                                          111                360                 107
    187        187            7/1/09                                           108                300                 104
    188        188            8/1/09                                           109                360                  91
    189        189            11/1/14                                          172                180                 168
    190        190            8/1/09                                           109                480                 105
    191        191            5/1/09                                           106                360                 102
    192        192            5/1/15                                           178                180                 174
    193        193            6/1/09                                           107                360                 103
    194        194            7/1/09                                           108                240                 104
    195        195            10/1/09                                          111                360                 107
    196        196            8/1/09                                           109                120                 105
    197        197            10/1/09                                          111                360                 107
    198        198            1/1/15                                           174                180                 170
    199        199            10/1/14                                          171                180                 167
    200        200            6/1/14                                           167                180                 163
    201        201            5/1/09                                           106                120                 102
    202        202            10/1/09                                          111                360                 107
    203        203            8/1/09                                           109                360                 105
    204        204            12/1/14                                          173                180                 169
    205        205            6/1/09                                           107                120                 103
    206        206            1/1/10                                           114                360                 110
    207        207            5/1/14                                           166                180                 162
    208        208            7/1/14                                           168                180                 164
    209        209            4/1/15                                           177                180                 173
    210        210            6/1/09                                           107                120                 103
    211        211            2/1/10                                           115                120                 111
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                 REMAINING
                                REMAINING       LOCKOUT AND                                       ANTICIPATED
                               LOCKOUT AND         YM AND    YM PENALTY                            REPAYMENT
  LOAN #    CONTROL #              YM            PENALTIES      CODE           VALUE       LTV     DATE LTV       LOCKBOX
----------------------------------------------------------------------------------------------------------------------------
<S>         <C>                 <C>              <C>         <C>            <C>            <C>    <C>             <C>
     1         001                 103              103                      82,500,000    65%       59%           Hard
     2         002                 103              103                      13,300,000    65%       59%           Hard
     3         003                 110              110                     695,000,000    28%       23%           Hard
     4         004                  88               88                      57,200,000    75%       67%           Hard
     4         004A                                                          26,400,000    75%
     4         004B                                                          15,400,000    75%
     4         004C                                                          10,800,000    75%
     4         004D                                                           4,600,000    75%
     5         005                  88               88                       7,400,000    75%       67%           Hard
     6         006                 113              113                      56,000,000    79%       72%           Hard
     7         007                  93               93                     218,000,000    55%       49%           Hard
     7         007A                                                         153,000,000    55%
     7         007B                                                          65,000,000    55%
     8         008                  96               96                     226,000,000    65%       59%           Hard
     9         009                 110              110                      53,000,000    56%       48%         Springing
    10         010                 108              108                      44,000,000    58%       53%           Hard
    11         011                 115              115                      34,400,000    73%       65%           Hard
    11         011A                                                          20,500,000    73%
    11         011B                                                           5,800,000    73%
    11         011C                                                           4,900,000    73%
    11         011D                                                           3,200,000    73%
    12         012                 115              115                      31,250,000    67%       61%           Hard
    13         013                 115              115                      27,500,000    67%       59%           Hard
    14         014                 113              113                      32,620,000    66%       60%           Hard
    14         014A                                                          10,200,000    66%
    14         014B                                                           9,400,000    66%
    14         014C                                                           9,100,000    66%
    14         014D                                                           3,920,000    66%
    15         015                 111              111                      40,000,000    52%       45%           Hard
    16         016                 111              111                      38,500,000    53%       47%         Springing
    17         017                 101              101                      26,250,000    75%       67%           None
    18         018                 110              110                      26,500,000    71%       65%         Springing
    18         018A                                                          20,500,000    71%
    18         018B                                                           6,000,000    71%
    19         019                 114              114                      25,800,000    70%       57%           Hard
    20         020                 112              112                       9,700,000    56%       46%           Hard
    21         021                 112              112                       7,400,000    56%       46%           Hard
    22         022                 112              112                       4,900,000    56%       46%           Hard
    23         023                  98               98                      26,150,000    54%       46%           None
    23         023A                                                           5,500,000    54%       46%
    23         023B                                                           5,150,000    54%       46%
    23         023C                                                           5,600,000    54%       46%
    23         023D                                                           5,300,000    54%       46%
    23         023E                                                           4,600,000    54%       46%
    24         024                 114              114                      17,600,000    75%       68%           Hard
    25         025                  90               90                      17,800,000    71%       64%           None
    26         026                  68               68                      17,600,000    69%       66%           None
    27         027                 108              108                      16,795,000    71%       64%         Springing
    28         028                 106              106                      16,200,000    73%       66%         Springing
    29         029                 114              114                      16,800,000    70%       60%         Springing
    30         030                 111              111                      15,900,000    66%       56%         Springing
    31         031                 112              112                      38,130,000    27%       25%           None
    32         032                 102              102                      13,600,000    73%       66%           None
    33         033                 108              108                      13,000,000    76%       68%           None
    34         034                 110              110                       7,950,000    52%       37%         Springing
    35         035                 110              110                       7,000,000    52%       37%         Springing
    36         036                 110              110                       2,300,000    52%       37%         Springing
    37         037                  98               98                      12,100,000    72%       65%           None
    38         038                 101              101                      11,165,000    78%       70%           None
    39         039                 110              110                      11,300,000    77%       69%           None
    40         040                 170              170       Y1             10,650,000    74%                   Springing
    41         041                 115              115                      10,500,000    75%       68%           Hard
    42         042                 111              111                      10,300,000    75%       68%           Hard
    43         043                 113              113                      12,250,000    63%       57%         Springing
    44         044                 116              116                      11,400,000    66%       60%         Springing
    45         045                  72               72                      19,500,000    38%       34%           None
    46         046                 113              113                      10,100,000    70%       62%         Springing
    47         047                 102              102                       9,700,000    72%       65%           None
    48         048                 110              110                       8,500,000    80%       72%           None
    49         049                 112              112                       8,800,000    76%       70%           Hard
    50         050                 106              106                      33,100,000    20%       18%           None
    51         051                 102              102                       9,300,000    68%       58%           None
    52         052                 103              103                       8,300,000    75%       67%           None
    53         053                 113              113                      29,600,000    21%       20%           None
    54         054                 108              108                       8,800,000    70%       63%           Hard
    55         055                 106              106                       8,250,000    72%       65%           None
    56         056                  96               96       Y2              8,400,000    71%       57%         Springing
    57         057                 109              109                       9,700,000    58%       49%         Springing
    58         058                 111              111                       9,550,000    58%       51%           Hard
    59         059                 105              105       Y6              8,350,000    66%       59%           None
    60         060                 115              115                       7,550,000    72%       64%         Springing
    61         061                 110              110                       6,900,000    79%       71%         Springing
    62         062                 111              111                       7,400,000    72%       69%           None
    63         063                 111              111                       6,700,000    74%       68%         Springing
    64         064                  97               97       Y3              6,450,000    77%       69%         Springing
    65         065                 101              101                       6,375,000    76%       64%           None
    66         066                 114              114                       7,900,000    62%       53%         Springing
    67         067                 106              106                       6,000,000    80%       71%           None
    67         067A                                                           3,850,000    80%       71%
    67         067B                                                           2,150,000    80%       71%
    68         068                  92              107       P5             33,500,000    13%       13%           None
    69         069                 162              162                       6,400,000    68%                     None
    70         070                 115              115                       5,450,000    79%       71%         Springing
    71         071                 109              109                       5,740,000    75%       68%         Springing
    72         072                 109              109                       6,600,000    62%       53%           Hard
    73         073                 111              111                       6,050,000    67%       61%         Springing
    74         074                  97              112       P5             26,520,000    15%       15%           None
    75         075                 101              101                       5,900,000    66%       56%         Springing
    76         076                 113              113                       5,325,000    73%       66%         Springing
    77         077                 114              114                       5,700,000    65%       56%         Springing
    78         078                 111              111                       5,350,000    67%       61%         Springing
    79         079                 110              110                       5,850,000    59%       50%         Springing
    80         080                 103              103                       4,700,000    73%       66%           None
    81         081                 109              109                       4,570,000    74%       67%         Springing
    82         082                  51               51                       5,700,000    50%       48%           Hard
    83         083                 115              115                       4,500,000    74%       67%           Hard
    84         084                 110              110                      13,100,000    25%       20%           None
    85         085                 116              116                       4,100,000    78%       71%         Springing
    86         086                 107              107                       4,470,000    70%       64%           None
    87         087                 113              113                      26,800,000    12%       11%           None
    88         088                 108              108                       5,250,000    59%       50%           None
    89         089                  90              105       P5             39,000,000     8%        8%           None
    90         090                 106              106                       3,950,000    75%       68%           None
    91         091                 101              101       Y5              4,300,000    67%       61%         Springing
    92         092                 134              167       P1              6,040,000    46%                     None
    93         093                 106              106                       4,250,000    65%       55%         Springing
    94         094                 104              104                       4,080,000    68%       59%           None
    95         095                 107              107                       3,850,000    71%       64%           None
    96         096                 106              106                       3,500,000    78%                   Springing
    97         097                 105              105                      12,500,000    22%       19%           None
    98         098                 110              110                       3,850,000    71%       64%         Springing
    99         099                 105              105                      32,000,000     8%        8%           None
    100        100                 156              213       P3             13,000,000    20%                     None
    101        101                 104              104                       3,560,000    73%       66%           None
    102        102                 112              112                       3,300,000    78%       70%         Springing
    103        103                 114              114                       4,200,000    59%       55%         Springing
    104        104                 112              112                       3,650,000    68%       63%         Springing
    105        105                 105              105                       3,240,000    77%       70%           Hard
    106        106                  93              107       P6              7,260,000    34%       23%           None
    107        107                 106              106                       4,350,000    56%       52%           None
    108        108                 110              110                       3,300,000    71%       65%         Springing
    109        109                  76              108       P9             21,800,000    11%        9%           None
    110        110                  90              105       P5              6,160,000    37%       33%           None
    111        111                 108              108                      24,660,000     9%        9%           None
    112        112                 115              115                       3,000,000    75%       65%         Springing
    113        113                 232              232                      34,480,000     6%                     None
    114        114                 107              107                       3,450,000    62%       50%           None
    115        115                 104              104                       5,380,000    40%       34%           None
    116        116                 111              111                       2,900,000    71%       66%         Springing
    117        117                 104              104                       3,830,000    54%       47%           None
    118        118                 110              110                       2,750,000    74%       67%         Springing
    119        119                  97               97       Y4              2,750,000    74%       68%           None
    120        120                 107              107                       2,600,000    78%       71%           None
    121        121                 110              110                       2,500,000    80%       72%         Springing
    122        122                 115              115                       2,650,000    75%       65%         Springing
    123        123                 104              104                       2,900,000    69%       62%           None
    124        124                 171              171                       7,630,000    26%                     None
    125        125                 111              111                       3,550,000    54%       49%         Springing
    126        126                 100              100                       2,500,000    76%       64%           None
    127        127                 102              102                       5,110,000    37%       29%           None
    128        128                 111              111                       2,300,000    77%       70%         Springing
    129        129                 233              233                      27,930,000     6%                     None
    130        130                  91              105       P4             33,900,000     5%        4%           None
    131        131                 102              102                       2,800,000    57%       50%           None
    132        132                 226              226                       4,600,000    34%                     None
    133        133                 109              109                       2,020,000    76%       70%         Springing
    134        134                 111              111                       3,000,000    51%       46%           None
    135        135                 172              172                       8,350,000    18%                     None
    136        136                 107              107                      12,000,000    12%       12%           None
    137        137                 108              108                       2,000,000    75%       67%           None
    138        138                 110              110                       4,110,000    36%       29%           None
    139        139                 108              108                       2,350,000    63%       54%         Springing
    140        140                 104              104                       3,200,000    46%       41%           None
    141        141                 110              110                       2,380,000    59%       56%           None
    142        142                 110              110                       1,900,000    73%       67%           None
    143        143                 110              110                       8,750,000    16%       13%           None
    144        144                 101              101                       1,810,000    74%       67%           None
    145        145                 111              159       P2              3,000,000    43%       35%           None
    146        146                 170              170                       5,100,000    25%       23%           None
    147        147                 228              228                       4,480,000    29%                     None
    148        148                 103              103                       1,900,000    68%       57%           None
    149        149                 108              108                       2,150,000    59%       50%           None
    150        150                 166              166                       5,500,000    22%                     None
    151        151                 113              113                      10,780,000    11%       11%           None
    152        152                 112              112                       1,620,000    74%       68%         Springing
    153        153                 109              109                       2,000,000    59%       30%           None
    154        154                 107              107                       2,630,000    43%       38%           None
    155        155                 105              105                       4,770,000    24%       21%           None
    156        156                 113              113                       5,230,000    21%       20%           None
    157        157                  96               96                       2,900,000    37%       32%           None
    158        158                 108              108                       1,300,000    77%       70%           None
    159        159                 227              227                       3,900,000    25%                     None
    160        160                 110              110                       1,380,000    70%       64%         Springing
    161        161                 169              169                       6,560,000    13%                     None
    162        162                 165              165                      20,670,000     4%        4%           None
    163        163                 172              172                       4,000,000    21%                     None
    164        164                 101              101                       1,800,000    44%       39%           None
    165        165                 164              164                       5,250,000    15%                     None
    166        166                 112              112                       2,070,000    35%       34%           None
    167        167                  98              116       P7              1,038,000    68%       61%           None
    168        168                 110              110                       2,800,000    25%       22%           None
    169        169                 232              232                       3,260,000    20%                     None
    170        170                 111              111                       2,180,000    29%       28%           None
    171        171                 164              164                       7,850,000     8%                     None
    172        172                 109              109                      13,900,000     4%        4%           None
    173        173                 107              107                       6,270,000    10%        8%           None
    174        174                 106              106                       3,120,000    19%       17%           None
    175        175                 175              175                       4,910,000    11%                     None
    176        176                 113              113                       2,100,000    26%       23%           None
    177        177                 134              166       P8              6,160,000     9%                     None
    178        178                 106              106                       2,230,000    22%       21%           None
    179        179                 104              104                       3,400,000    15%       13%           None
    180        180                 104              104                       2,000,000    23%       16%           None
    181        181                 110              110                       6,600,000     7%        3%           None
    182        182                 164              164                       1,320,000    33%                     None
    183        183                 102              102                       1,030,000    41%       36%           None
    184        184                 165              165                       2,500,000    15%                     None
    185        185                 104              104                       1,320,000    28%       23%           None
    186        186                 107              107                       1,700,000    21%       19%           None
    187        187                 104              104                       1,400,000    25%       21%           None
    188        188                  91              105       P6             23,340,000     1%        1%           None
    189        189                 168              168                       2,600,000    12%                     None
    190        190                 105              105                       2,030,000    13%       13%           None
    191        191                 102              102                       3,070,000     9%        8%           None
    192        192                 174              174                         930,000    27%                     None
    193        193                 103              103                         925,000    24%       21%           None
    194        194                 104              104                         375,000    59%       41%           None
    195        195                 107              107                         970,000    22%       19%           None
    196        196                 105              105                       3,450,000     6%                     None
    197        197                 107              107                       1,100,000    18%       16%           None
    198        198                 170              170                       1,700,000    12%                     None
    199        199                 167              167                         730,000    27%                     None
    200        200                 163              163                         810,000    24%                     None
    201        201                 102              102                         830,000    19%                     None
    202        202                 107              107                         840,000    18%       16%           None
    203        203                 105              105                       1,100,000    14%       12%           None
    204        204                 169              169                         630,000    23%                     None
    205        205                 103              103                       2,000,000     7%                     None
    206        206                 110              110                       1,450,000     9%        8%           None
    207        207                 162              162                         730,000    17%                     None
    208        208                 164              164                         500,000    23%                     None
    209        209                 173              173                         391,000    29%                     None
    210        210                 103              103                       1,300,000     8%                     None
    211        211                 111              111                       1,000,000    10%                     None
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                                                                YEAR        YEAR                    UNIT OF
  LOAN #    CONTROL #                OWNERSHIP                 BUILT      RENOVATED        UNIT     MEASURE           OCCUPANCY
----------------------------------------------------------------------------------------------------------------------------------
<S>         <C>        <C>                                     <C>        <C>           <C>         <C>               <C>
     1         001     Fee Simple                              1986                       416,710    Sq Ft              98%
     2         002     Fee Simple                              1974         1985           82,165    Sq Ft              99%
     3         003     Fee Simple                              1973         1995        1,839,384    Sq Ft             100%
     4         004                                                                        675,161    Sq Ft
     4         004A    Fee Simple                              1972         1998          281,999    Sq Ft              97%
     4         004B    Fee Simple                              1986         1998          135,920    Sq Ft              88%
     4         004C    Fee Simple                              1984                       201,754    Sq Ft              89%
     4         004D    Fee Simple                              1988                        55,488    Sq Ft             100%
     5         005     Fee Simple                              1968         1998           91,306    Sq Ft              96%
     6         006     Both Fee Simple and Leasehold           1998                       309,486    Sq Ft              98%
     7         007                                                                        876,625    Sq Ft
     7         007A    Fee Simple                              1983         1995          593,292    Sq Ft              99%
     7         007B    Fee Simple                              1959         1986          283,333    Sq Ft              96%
     8         008     Both Fee Simple and Leasehold           1972         1990          889,438    Sq Ft              93%
     9         009     Fee Simple                              1983         1995              360    Rooms              71%
    10         010     Fee Simple                              1968         1989          389,500    Sq Ft             100%
    11         011                                                                        287,780    Sq Ft
    11         011A    Fee Simple                              1925         1988          134,139    Sq Ft              95%
    11         011B    Fee Simple                              1989                        71,300    Sq Ft             100%
    11         011C    Fee Simple                              1990                        42,957    Sq Ft              96%
    11         011D    Fee Simple                              1990                        39,384    Sq Ft             100%
    12         012     Leasehold                               1932         1999          190,808    Sq Ft             100%
    13         013     Fee Simple                              1890         1999              176    Units             100%
    14         014                                                                        186,497    Sq Ft
    14         014A    Fee Simple                              1946         1999           57,776    Sq Ft              97%
    14         014B    Fee Simple                              1997                        50,634    Sq Ft             100%
    14         014C    Fee Simple                              1952         1989           46,322    Sq Ft             100%
    14         014D    Fee Simple                              1949         1995           31,765    Sq Ft             100%
    15         015     Fee Simple                              1911         1999          162,000    Sq Ft             100%
    16         016     Fee Simple                              1935                     1,357,968    Sq Ft              96%
    17         017     Fee Simple                              1979         1998          256,298    Sq Ft              97%
    18         018                                                                        122,044    Sq Ft
    18         018A    Fee Simple                              1994                        92,711    Sq Ft             100%
    18         018B    Fee Simple                              1997                        29,333    Sq Ft             100%
    19         019     Fee Simple                              2000                       268,000    Sq Ft             100%
    20         020     Fee Simple                              1997         1999               81    Units              88%
    21         021     Fee Simple                              1998                            68    Units             100%
    22         022     Fee Simple                              1997                            55    Units              80%
    23         023                                                                            712    Rooms
    23         023A    Fee Simple                              1997                           138    Rooms              84%
    23         023B    Fee Simple                              1997                           138    Rooms              81%
    23         023C    Fee Simple                              1996                           150    Rooms              82%
    23         023D    Fee Simple                              1997                           135    Rooms              81%
    23         023E    Fee Simple                              1990                           151    Rooms              79%
    24         024     Fee Simple                              1989         1999          529,073    Sq Ft             100%
    25         025     Fee Simple                              1961         1985          305,523    Sq Ft              99%
    26         026     Fee Simple                              1982                       182,159    Sq Ft             100%
    27         027     Fee Simple                              1950         1995           92,769    Sq Ft             100%
    28         028     Fee Simple                              1988                       246,961    Sq Ft              97%
    29         029     Fee Simple                              1984         1999              178    Rooms              72%
    30         030     Fee Simple                              1973         1998              199    Rooms              63%
    31         031     Fee Simple                              1969                           434    Units
    32         032     Fee Simple                              1910         1998               26    Units             100%
    33         033     Fee Simple                              1974                           506    Pads               94%
    34         034     Fee Simple                              1960                        13,000    Sq Ft             100%
    35         035     Fee Simple                              1964                         9,300    Sq Ft             100%
    36         036     Fee Simple                              1992                        14,872    Sq Ft             100%
    37         037     Fee Simple                              1929         1994           92,883    Sq Ft              92%
    38         038     Fee Simple                              1988                       175,390    Sq Ft             100%
    39         039     Fee Simple                              1971         1998              176    Units              97%
    40         040     Fee Simple                              1998                        60,792    Sq Ft             100%
    41         041     Fee Simple                              1998                        51,442    Sq Ft              92%
    42         042     Fee Simple                              1965         1999           82,970    Sq Ft              94%
    43         043     Fee Simple                              1987                        95,470    Sq Ft              92%
    44         044     Both Fee Simple and Leasehold           1974         1994          264,102    Sq Ft              89%
    45         045     Fee Simple                              1950                           349    Units
    46         046     Fee Simple                              1994                        69,985    Sq Ft             100%
    47         047     Fee Simple                              1953         1999           78,420    Sq Ft              96%
    48         048     Leasehold                               1984         1987           91,030    Sq Ft              96%
    49         049     Fee Simple                              1989         2000           58,845    Sq Ft             100%
    50         050     Fee Simple                              1973                           300    Units
    51         051     Fee Simple                              1989         1996              137    Rooms              75%
    52         052     Fee Simple                              1973         1996           99,372    Sq Ft             100%
    53         053     Fee Simple                              1987                           179    Units
    54         054     Fee Simple                              1999                        70,224    Sq Ft             100%
    55         055     Fee Simple                              1998                        60,648    Sq Ft             100%
    56         056     Fee Simple                              1940         1997          108,993    Sq Ft              95%
    57         057     Fee Simple                              1998         1998          133,407    Sq Ft              87%
    58         058     Fee Simple                              1915         1989              157    Rooms              58%
    59         059     Fee Simple                              1983         1999           43,310    Sq Ft             100%
    60         060     Fee Simple                              1969                           250    Units              96%
    61         061     Fee Simple                              1968         1998              226    Units              97%
    62         062     Fee Simple                              1985                           144    Units
    63         063     Fee Simple                              1999                            22    Units              95%
    64         064     Fee Simple                              1999                        37,675    Sq Ft             100%
    65         065     Fee Simple                              1974                       142,710    Sq Ft              99%
    66         066     Fee Simple                              1965         1996              226    Rooms              60%
    67         067                                                                            172    Units
    67         067A    Fee Simple                              1967                           110    Units              99%
    67         067B    Fee Simple                              1963                            62    Units              98%
    68         068     Fee Simple                              1928                            98    Units
    69         069     Fee Simple                              1986         1998          105,507    Sq Ft              98%
    70         070     Fee Simple                              1975         1999              168    Units              91%
    71         071     Fee Simple                              1972         1998              194    Units              95%
    72         072     Fee Simple                              1966         1970           60,948    Sq Ft              99%
    73         073     Fee Simple                              1964                        75,750    Sq Ft             100%
    74         074     Fee Simple                              1936                           103    Units
    75         075     Fee Simple                              1995                        31,700    Sq Ft             100%
    76         076     Fee Simple                              1983                        52,467    Sq Ft             100%
    77         077     Fee Simple                              1994                           107    Rooms              67%
    78         078     Fee Simple                              1978         1999              200    Units              97%
    79         079     Fee Simple                              1986                           189    Rooms              67%
    80         080     Fee Simple                              1982                           102    Units              91%
    81         081     Fee Simple                              1969                           200    Units              92%
    82         082     Fee Simple                              1984                        51,144    Sq Ft              88%
    83         083     Fee Simple                              1991                        11,850    Sq Ft             100%
    84         084     Fee Simple                              1965                           122    Units
    85         085     Fee Simple                              1969         1991           41,266    Sq Ft             100%
    86         086     Fee Simple                              1989                        25,472    Sq Ft              88%
    87         087     Fee Simple                              1912                            65    Units
    88         088     Fee Simple                              1997                        77,632    Units              88%
    89         089     Fee Simple                              1923                            62    Units
    90         090     Fee Simple                              1999                        21,407    Sq Ft             100%
    91         091     Fee Simple                              1986                        46,947    Sq Ft              95%
    92         092     Fee Simple                              1962         2000               57    Units             100%
    93         093     Fee Simple                              1964         1998              229    Units              85%
    94         094     Fee Simple                              1965         1974          132,000    Sq Ft             100%
    95         095     Fee Simple                              1999                        34,994    Sq Ft             100%
    96         096     Fee Simple                              1999                        38,000    Sq Ft             100%
    97         097     Fee Simple                              1962                            81    Units
    98         098     Fee Simple                              1998                        21,720    Sq Ft              83%
    99         099     Fee Simple                              1915                            59    Units
    100        100     Fee Simple                              1900         1975               96    Units
    101        101     Fee Simple                              1968         1994              181    Pads               90%
    102        102     Fee Simple                              1980         1997              136    Units              91%
    103        103     Fee Simple                              1988                        62,552    Sq Ft             100%
    104        104     Fee Simple                              1983                        44,521    Sq Ft              95%
    105        105     Fee Simple                              1938         1999               90    Pads               97%
    106        106     Fee Simple                              1946                           143    Units
    107        107     Fee Simple                              1930                            78    Units
    108        108     Fee Simple                              1967         1998              102    Units              93%
    109        109     Fee Simple                              1963                           162    Units
    110        110     Fee Simple                              1915                            48    Units
    111        111     Fee Simple                              1925                           114    Units
    112        112     Fee Simple                              1998                            62    Rooms              68%
    113        113     Fee Simple                              1959                           201    Units
    114        114     Fee Simple                              1988         1998           53,850    Units              82%
    115        115     Fee Simple                              1947                           107    Units
    116        116     Fee Simple                              1982                           116    Units             100%
    117        117     Fee Simple                              1930                            64    Units
    118        118     Fee Simple                              1970                        22,551    Sq Ft             100%
    119        119     Fee Simple                              1974         1998               93    Units              94%
    120        120     Fee Simple                              1995                        53,150    Sq Ft             100%
    121        121     Fee Simple                              1979         1998               94    Units              96%
    122        122     Fee Simple                              1998                            66    Rooms              69%
    123        123     Fee Simple                              1985                        48,781    Sq Ft             100%
    124        124     Fee Simple                              1912                            53    Units
    125        125     Fee Simple                              1998                        14,000    Sq Ft             100%
    126        126     Fee Simple                              1958                           147    Pads               96%
    127        127     Fee Simple                              1947                            97    Units
    128        128     Fee Simple                              1999                        16,394    Sq Ft             100%
    129        129     Fee Simple                              1900                            52    Units
    130        130     Fee Simple                              1913                            25    Units
    131        131     Fee Simple                              1961                            62    Units
    132        132     Fee Simple                              1954                            81    Units
    133        133     Fee Simple                              1988                            51    Units              94%
    134        134     Fee Simple                              1931                            49    Units
    135        135     Fee Simple                              1954         1960               62    Units             100%
    136        136     Fee Simple                              1926                            36    Units
    137        137     Fee Simple                              1958         1960               58    Units             100%
    138        138     Fee Simple                              1936                            58    Units
    139        139     Fee Simple                              1975         1999           42,280    Sq Ft              95%
    140        140     Fee Simple                              1940                            54    Units
    141        141     Fee Simple                              1962                            40    Units
    142        142     Fee Simple                              1981                        34,882    Sq Ft              97%
    143        143     Fee Simple                              1860                             9    Units
    144        144     Fee Simple                              1958         1994              104    Pads               94%
    145        145     Fee Simple                              1968         1997              112    Units              97%
    146        146     Fee Simple                              1922                            46    Units
    147        147     Fee Simple                              1927                            30    Units
    148        148     Fee Simple                              1990                         9,000    Sq Ft             100%
    149        149     Fee Simple                              1930         1998               56    Units             100%
    150        150     Fee Simple                              1959                           107    Units
    151        151     Fee Simple                              1930                            35    Units
    152        152     Fee Simple                              1986                        13,403    Sq Ft              97%
    153        153     Fee Simple                              1994         1999           54,000    Sq Ft             100%
    154        154     Fee Simple                              1928                            48    Units
    155        155     Fee Simple                              1955                            88    Units
    156        156     Fee Simple                              1910                             6    Units
    157        157     Fee Simple                              1937                            52    Units
    158        158     Fee Simple                              1963         1996               73    Units              92%
    159        159     Fee Simple                              1885                            13    Units
    160        160     Fee Simple                              1982         1999            6,607    Sq Ft             100%
    161        161     Fee Simple                              1950                           164    Units
    162        162     Fee Simple                              1920                            30    Units
    163        163     Fee Simple                              1914                            10    Units
    164        164     Fee Simple                              1902                            18    Units
    165        165     Fee Simple                              1930                            40    Units
    166        166     Fee Simple                              1910                            20    Units
    167        167     Fee Simple                              1920                            48    Units
    168        168     Fee Simple                              1949                            55    Units
    169        169     Fee Simple                              1891                            26    Units
    170        170     Fee Simple                              1900                            11    Units
    171        171     Leasehold                               1955                           144    Units
    172        172     Fee Simple                              1924                            39    Units
    173        173     Fee Simple                              1927                            42    Units
    174        174     Fee Simple                              1926                            58    Units
    175        175     Fee Simple                              1950                            60    Units
    176        176     Fee Simple                              1920                             5    Units
    177        177     Fee Simple                              1924                            53    Units
    178        178     Fee Simple                              1950                            16    Units
    179        179     Fee Simple                              1978                             9    Units
    180        180     Fee Simple                              1977                            14    Units
    181        181     Fee Simple                              1928                            37    Units
    182        182     Fee Simple                              1915                            25    Units
    183        183     Fee Simple                              1910                             9    Units
    184        184     Fee Simple                              1903                             6    Units
    185        185     Fee Simple                              1920                            20    Units
    186        186     Fee Simple                              1900                            10    Units
    187        187     Fee Simple                              1887                            10    Units
    188        188     Fee Simple                              1901                            25    Units
    189        189     Fee Simple                              1909                            10    Units
    190        190     Fee Simple                              1909                             5    Units
    191        191     Fee Simple                              1927                            22    Units
    192        192     Fee Simple                              1920                            12    Units
    193        193     Fee Simple                              1900                             5    Units
    194        194     Fee Simple                              1920                             8    Units
    195        195     Fee Simple                              1893                             9    Units
    196        196     Fee Simple                              1915                             4    Units
    197        197     Fee Simple                              1900                             4    Units
    198        198     Fee Simple                              1900                             8    Units
    199        199     Fee Simple                              1910                            14    Units
    200        200     Fee Simple                              1937                             8    Units
    201        201     Fee Simple                              1890                             8    Units
    202        202     Fee Simple                              1873                             5    Units
    203        203     Fee Simple                              1910                             5    Units
    204        204     Fee Simple                              1899                             6    Units
    205        205     Fee Simple                              1900                             6    Units
    206        206     Fee Simple                              1900                             9    Units
    207        207     Fee Simple                              1921                             8    Units
    208        208     Fee Simple                              1986                             3    Units
    209        209     Fee Simple                              1983                             3    Units
    210        210     Fee Simple                              1900                            11    Units
    211        211     Fee Simple                              1921                            10    Units
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                         REAL ESTATE                                                                 TI/LC
                          OCCUPANCY          TAX         INSURANCE       TI/LC        TI/LC        TI/LC UPFRONT    ONGOING
  LOAN #     CONTROL #     PERIOD          ESCROWED       ESCROWED      UPFRONT      ONGOING          BALANCE       PAYMENT
----------------------------------------------------------------------------------------------------------------------------
<S>          <C>          <C>            <C>             <C>            <C>          <C>           <C>              <C>
     1         001         6/2/00             Y              Y             N            Y                            83,833
     2         002         5/8/00             Y              Y             Y            Y              350,000       10,000
     3         003         4/1/00             Y              Y             Y            N            5,824,949
     4         004                            Y              Y             Y            Y              687,130       18,229
     4         004A        2/1/00
     4         004B        2/1/00
     4         004C        2/1/00
     4         004D        2/1/00
     5         005         2/1/00             Y              Y             N            Y                             7,255
     6         006         3/1/00             Y              Y             N            Y                             5,604
     7         007                            Y              Y             N            Y                           193,741
     7         007A        5/1/00
     7         007B        5/1/00
     8         008         5/1/00             Y              Y             Y            Y           10,000,000       83,333
     9         009        12/31/99            Y              N             N            Y                             2,667
    10         010         1/14/00            Y              Y             N            Y                            48,038
    11         011                            Y              Y             N            Y                            11,849
    11         011A        2/29/00
    11         011B        2/29/00
    11         011C        2/29/00
    11         011D        2/29/00
    12         012         3/31/00            Y              Y             N            N
    13         013         2/29/00            Y              Y             N            Y                             1,013
    14         014                            N              Y             Y            Y               50,000       11,000
    14         014A        5/31/00
    14         014B        5/31/00
    14         014C        5/31/00
    14         014D        5/31/00
    15         015         1/24/00            Y              Y             Y            Y               33,333       33,334
    16         016         1/1/00             Y              Y             N            Y                            17,750
    17         017         4/1/00             Y              Y             N            Y                            13,698
    18         018                            Y              Y             N            Y                            14,672
    18         018A        3/1/00
    18         018B        3/1/00
    19         019         4/15/00            N              N             N            N
    20         020         4/10/00            Y              Y             N            N
    21         021         4/20/00            Y              Y             N            N
    22         022         4/21/00            Y              Y             N            N
    23         023        12/31/99            Y              Y             N            N
    23         023A       12/31/99
    23         023B       12/31/99
    23         023C       12/31/99
    23         023D       12/31/99
    23         023E       12/31/99            Y              Y
    24         024         3/1/00             Y              Y             N            Y                            13,150
    25         025         3/31/00            Y              Y             N            Y                             5,979
    26         026         12/1/99            Y              Y             N            N
    27         027         7/5/00             Y              Y             Y            Y               77,738        2,242
    28         028         4/1/00             Y              Y             Y            Y                6,175        6,175
    29         029         2/1/00             Y              Y             N            N
    30         030        12/31/99            Y              Y             N            N
    31         031                            Y              Y
    32         032         2/22/00            Y              Y             N            N
    33         033         3/1/00             Y              Y             N            N
    34         034         9/9/99             N              N             N            N
    35         035         9/9/99             N              Y             N            N
    36         036         9/17/99            N              N             N            N
    37         037         2/1/00             Y              Y             Y            Y              200,000        7,059
    38         038         4/1/00             Y              Y             Y            Y              157,105        7,393
    39         039        12/21/99            Y              Y             N            N
    40         040         3/28/00            Y              Y             N            N
    41         041         1/20/00            Y              Y             N            Y                            15,163
    42         042         1/1/00             Y              Y             Y            Y              150,000        7,667
    43         043         2/1/00             Y              Y             N            Y                            10,346
    44         044         4/1/00             Y              Y             Y            Y              375,000       26,195
    45         045                            Y              N
    46         046         3/24/00            Y              Y             N            N
    47         047         3/31/00            Y              Y             Y            Y              300,000        6,646
    48         048         12/1/99            Y              Y             Y            N              151,388
    49         049         2/1/00             Y              Y             Y            N            1,000,000
    50         050                            N              N
    51         051        12/31/99            Y              Y             N            N
    52         052        12/31/99            N              N             N            N
    53         053                            N              N
    54         054        10/11/99            N              N             Y            N              275,000
    55         055        12/31/99            Y              Y             Y            Y                3,942        3,942
    56         056         3/1/00             Y              Y             N            N
    57         057         5/17/00            Y              Y             Y            Y               11,117       11,117
    58         058        12/31/99            Y              Y             N            N
    59         059         3/15/00            Y              Y             N            Y                             4,756
    60         060         4/24/00            Y              Y             N            N
    61         061         3/25/00            Y              Y             N            N
    62         062                            N              N
    63         063         1/1/00             Y              Y             Y            N              150,000
    64         064         5/1/00             Y              Y             N            N
    65         065         2/11/00            Y              Y             Y            N              200,000
    66         066         1/23/00            Y              Y             N            N
    67         067        12/31/99            Y              Y             N            N
    67         067A       12/31/99
    67         067B       12/31/99
    68         068                            N              N
    69         069         4/12/00            Y              Y             N            N
    70         070         3/20/00            Y              Y             N            N
    71         071         2/25/00            Y              Y             N            N
    72         072         6/1/00             Y              Y             Y            Y                7,518          537
    73         073         3/23/99            Y              Y             N            Y                             1,667
    74         074                            N              N
    75         075         5/1/00             Y              Y             N            Y                             5,000
    76         076         5/1/00             Y              Y             N            Y                             4,618
    77         077        12/31/99            Y              Y             N            N
    78         078         4/7/00             Y              Y             N            N
    79         079         11/1/99            Y              Y             N            N
    80         080        12/27/99            Y              Y             N            N
    81         081         2/25/00            Y              Y             N            N
    82         082         5/1/00             Y              Y             Y            Y                2,848        2,848
    83         083         3/8/00             Y              Y             Y            Y                4,166        4,167
    84         084                            Y              N
    85         085         3/31/00            Y              Y             Y            N              100,000
    86         086         1/24/00            Y              Y             Y            N               35,000
    87         087                            N              N
    88         088         2/8/00             N              Y             N            N
    89         089                            N              N
    90         090         1/21/00            Y              N             N            Y                               892
    91         091         1/25/00            Y              Y             Y            N               83,000
    92         092         9/28/99            Y              N             N            N
    93         093         4/20/00            Y              Y             N            N
    94         094         4/12/00            Y              Y             Y            N               50,000
    95         095         1/31/00            Y              Y             N            N
    96         096         3/2/00             Y              Y             N            N
    97         097                            Y              N
    98         098         3/31/00            Y              Y             N            Y                             2,175
    99         099                            N              N
    100        100                            Y              N
    101        101         4/19/00            Y              Y             N            N
    102        102         3/23/00            Y              Y             N            N
    103        103         3/28/00            Y              Y             N            Y                             3,182
    104        104         2/28/00            Y              Y             Y            Y               75,000        3,947
    105        105         3/21/00            Y              Y             N            N
    106        106                            N              N
    107        107                            Y              N
    108        108         2/23/00            Y              Y             N            N
    109        109                            N              N
    110        110                            Y              N
    111        111                            N              N
    112        112         3/31/00            Y              Y             N            N
    113        113                            N              N
    114        114        12/31/99            Y              Y             N            N
    115        115                            N              N
    116        116         4/18/00            Y              Y             N            N
    117        117                            N              N
    118        118         2/14/00            Y              Y             Y            Y                  909          909
    119        119         1/31/00            Y              Y             N            N
    120        120        12/31/99            Y              Y             N            N
    121        121         3/31/00            Y              Y             N            N
    122        122         3/31/00            Y              Y             N            N
    123        123        12/31/99            Y              Y             Y            N               80,000
    124        124                            Y              N
    125        125         4/6/00             Y              Y             N            N
    126        126         12/1/99            Y              Y             N            N
    127        127                            Y              N
    128        128         2/24/00            Y              Y             N            Y                               820
    129        129                            Y              N
    130        130                            N              N
    131        131                            Y              N
    132        132                            N              N
    133        133         4/1/00             Y              Y             N            N
    134        134                            N              N
    135        135         2/15/00            N              N             N            N
    136        136                            Y              N
    137        137         1/31/00            Y              Y             N            N
    138        138                            N              N
    139        139         9/1/99             Y              Y             N            Y                             1,917
    140        140                            N              N
    141        141                            Y              N
    142        142         4/10/00            Y              Y             Y            Y                2,174        2,174
    143        143                            N              N
    144        144         2/19/00            Y              Y             N            N
    145        145         5/18/00            Y              Y             N            N
    146        146                            N              N
    147        147                            N              N
    148        148         3/21/00            Y              N             N            Y                               503
    149        149         4/1/00             Y              Y             N            N
    150        150                            Y              N
    151        151                            N              N
    152        152        12/15/99            Y              Y             N            Y                               993
    153        153         11/2/99            Y              N             N            N
    154        154                            Y              N
    155        155                            N              N
    156        156                            N              N
    157        157                            Y              N
    158        158         3/1/00             Y              Y             N            N
    159        159                            Y              N
    160        160         11/1/99            N              Y             N            N
    161        161                            N              N
    162        162                            N              N
    163        163                            N              N
    164        164                            N              N
    165        165                            Y              N
    166        166                            Y              N
    167        167                            N              N
    168        168                            Y              N
    169        169                            N              N
    170        170                            Y              N
    171        171                            N              N
    172        172                            N              N
    173        173                            N              N
    174        174                            Y              N
    175        175                            Y              N
    176        176                            Y              N
    177        177                            Y              N
    178        178                            N              N
    179        179                            Y              N
    180        180                            N              N
    181        181                            N              N
    182        182                            Y              N
    183        183                            Y              N
    184        184                            Y              N
    185        185                            Y              N
    186        186                            Y              N
    187        187                            N              N
    188        188                            N              N
    189        189                            Y              N
    190        190                            Y              N
    191        191                            N              N
    192        192                            Y              N
    193        193                            N              N
    194        194                            Y              N
    195        195                            Y              N
    196        196                            Y              N
    197        197                            Y              N
    198        198                            Y              N
    199        199                            Y              N
    200        200                            N              N
    201        201                            Y              N
    202        202                            Y              N
    203        203                            N              N
    204        204                            Y              N
    205        205                            Y              N
    206        206                            Y              N
    207        207                            Y              N
    208        208                            Y              N
    209        209                            Y              N
    210        210                            Y              N
    211        211                            Y              N

</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                                 ACTUAL ONGOING                                                   % OF          LEASE
                                  CAPITAL ITEMS                                                   TOTAL       EXPIRATION
  LOAN #    CONTROL #                DEPOSITS                         TENANT 1                     SF           DATE 1
---------------------------------------------------------------------------------------------------------------------------
<S>         <C>                  <C>                    <C>                                       <C>         <C>
     1         001                     0.20             United States Customs                      13%          Mar-01
     2         002                     0.19             The Dial                                   41%          Apr-05
     3         003                     0.40             NewsCorp                                   35%          Nov-15
     4         004                     0.15
     4         004A                                     Bradlees                                   36%          Oct-04
     4         004B                                     Cherry House                               20%          Jan-08
     4         004C                                     Hobby Lobby                                20%          Oct-03
     4         004D                                     Olive Tree                                 36%          Jul-06
     5         005                     0.24             Star Lumber                                30%          Feb-08
     6         006                     0.15             Best Buy                                   15%          Sep-13
     7         007                     0.20
     7         007A                                     Bozell Inc. [Kenyon & Eckhart]             40%          Jun-07
     7         007B                                     Petry T.V.                                 31%          Dec-15
     8         008                     0.60             General Service Administration             32%          Jun-01
     9         009                       4%
    10         010                     0.20             General Services Admin.                   100%          Jun-09
    11         011                     0.22
    11         011A                                     Gentry Homes                               13%          Mar-09
    11         011B                                     American Movers, Inc.-Lot 100             100%          Oct-07
    11         011C                                     Raynor Pacific Overhead Doors              10%          Dec-00
    11         011D                                     USC International, Inc.-Lot 81             38%          Mar-03
    12         012                     0.27             Amazon.com                                 96%          Jun-09
    13         013                   250.02             Art Institute                              88%          Sep-09
    14         014                     0.21
    14         014A                                     Eastman Kodak                              34%          Jan-02
    14         014B                                     Pittard Sullivan                          100%          Mar-08
    14         014C                                     Sony Pictures Entertainment                53%          Jul-00
    14         014D                                     Eric Owen Moss                             18%          Oct-04
    15         015                     0.20             Globix Corporation                        100%          Nov-19
    16         016                       4%             NYC Department of Finance                   9%          Nov-08
    17         017                     0.16             Wynn Dixie                                 21%          Mar-19
    18         018                     0.18
    18         018A                                     University of Massachusetts                36%          Mar-03
    18         018B                                     Arena Pharmaceutical                      100%          Apr-13
    19         019                                      Johnson Controls                          100%          Apr-10
    20         020                   302.34
    21         021                   302.34
    22         022                   302.34
    23         023                       4%
    23         023A                      4%
    23         023B                      4%
    23         023C                      4%
    23         023D                      4%
    23         023E                      4%
    24         024                     0.20             Inland Star Distribution Centr            100%          Feb-25
    25         025                     0.14             Sears                                      33%          Apr-01
    26         026                     0.20             Xyplex, Inc.                               56%          Sep-03
    27         027                     0.15             Strouds Linen                              28%          Jul-04
    28         028                     0.15             Magellan Labs                              14%          Jun-03
    29         029                       4%
    30         030                       5%
    31         031

    32         032                   495.00
    33         033                    25.00
    34         034                                      D'Agostino's Supermarket                   77%          Dec-14
    35         035                                      D'Agostino's Supermarket                  100%          Dec-14
    36         036                                      D'Agostino's Supermarket                   75%          Dec-14
    37         037                     0.21             Supships                                   24%          Jun-04
    38         038                     0.16             Goody's                                    23%          Apr-11
    39         039                   250.02
    40         040                     0.20             Ethicon Employees Credit Union             31%          Nov-08
    41         041                     0.15             Hollywood Video                            15%          Apr-08
    42         042                     0.20             The District of Columbia                   42%          Oct-08
    43         043                     0.20             Ford Motor Credit Company                  23%          Apr-03
    44         044                     0.22             NM Children, Youth & Families              22%          May-10
    45         045
    46         046                                      Stop & Shop Supermarket                    89%          Oct-14
    47         047                     0.26             Arnold & Porter                            65%          Apr-09
    48         048                                      Tuesday Morning                             8%          Jan-07
    49         049                                      Dicks Clothing&Sporting Goods             100%          May-22
    50         050
    51         051                       4%
    52         052                                      The Kroger Company                         77%          Dec-21
    53         053
    54         054                                      Coventry Health Care, Inc.                100%          Sep-09
    55         055                                      Indx Software Corp.                        17%          May-04
    56         056                     0.33             Tesst Corp.                                37%          Jun-08
    57         057                     0.23             At Your Service                             2%          May-02
    58         058                 1,222.32
    59         059                     0.17             Regents of the Univ. of California         88%          May-09
    60         060                   249.98
    61         061                   249.98
    62         062
    63         063                   267.82             United Financial Services Inc              11%          Dec-04
    64         064                     0.15             Designs, Inc. dba Levi's                   27%          Jul-04
    65         065                     0.20             Kroger                                     27%          Jun-02
    66         066                      (1)
    67         067                   253.76
    67         067A                  262.71
    67         067B                  237.89
    68         068
    69         069                     0.15             Promotional Support Group                  12%          Sep-03
    70         070                   154.00
    71         071                   186.06
    72         072                     0.18             NOVA (No. Va. Comm College)                12%          Aug-02
    73         073                     0.20             Xerox Corporation                         100%          Jan-04
    74         074
    75         075                     0.20             Harvard Surgery Center                     26%          Mar-03
    76         076                     0.23             Endymion Systems, Inc.                     18%          Mar-03
    77         077                       5%
    78         078                   319.20
    79         079                 1,273.78
    80         080                   250.00
    81         081                   250.08
    82         082                     0.23             Progressive Insurance                      34%          Aug-03
    83         083                     0.25             Turner Broadcasting System                100%          Mar-10
    84         084
    85         085                     0.43             Demarche Associates                        61%          Jul-04
    86         086                                      Washington Mutual Savings                  18%          Jan-05
    87         087
    88         088                     0.15
    89         089
    90         090                     0.15             Gateway Companies, Inc.                    51%          Jan-04
    91         091                     0.18             Panalpina, Inc.                            43%          Dec-03
    92         092
    93         093                   250.01
    94         094                     0.15             Raymour and Flanigan                       50%          Mar-19
    95         095                                      Gart Sports                               100%          Feb-14
    96         096                     0.13             Food Lion                                 100%          Apr-19
    97         097
    98         098                     0.17             Creations by C &M                          17%          Dec-04
    99         099
    100        100
    101        101                    50.00
    102        102                   249.97
    103        103                     0.23             Camellia Food Stores                       46%          Dec-08
    104        104                     0.20             Blue Cross and Blue Shield                 55%          Apr-03
    105        105                    50.00
    106        106
    107        107
    108        108                   250.00
    109        109
    110        110
    111        111
    112        112                   768.97
    113        113
    114        114                     0.11
    115        115
    116        116                   274.97
    117        117
    118        118                     0.23             Dollar Plus Variety Store Inc              31%          Feb-07
    119        119                   281.55
    120        120                     0.09             Albina Fuel Co.                            30%          Mar-01
    121        121                   250.09
    122        122                   671.27
    123        123                     0.15             Op Tel/TV Max Communications               29%          Dec-08
    124        124
    125        125                     0.15             Eckerd Corporation                        100%          Mar-19
    126        126
    127        127
    128        128                     0.20             Inova Health MSO, Inc.                     52%          Sep-07
    129        129
    130        130
    131        131
    132        132
    133        133                   254.12
    134        134
    135        135
    136        136
    137        137                   250.00
    138        138
    139        139                     0.20             Southwest Supermarkets, Inc                48%          Oct-05
    140        140
    141        141
    142        142                     0.20             National Bullion, Inc.                     13%          Mar-02
    143        143
    144        144                    51.92
    145        145                   252.00
    146        146
    147        147
    148        148                     0.27             Blockbuster Video                          78%          Apr-02
    149        149
    150        150
    151        151
    152        152                     0.23             Popular Cash Express                       18%          Sep-06
    153        153                     0.10             Rental Uniform Service Inc.               100%          May-09
    154        154
    155        155
    156        156
    157        157
    158        158                   303.45
    159        159
    160        160                     0.19             Hollywood Video                            77%          Oct-14
    161        161
    162        162
    163        163
    164        164
    165        165
    166        166
    167        167
    168        168
    169        169
    170        170
    171        171
    172        172
    173        173
    174        174
    175        175
    176        176
    177        177
    178        178
    179        179
    180        180
    181        181
    182        182
    183        183
    184        184
    185        185
    186        186
    187        187
    188        188
    189        189
    190        190
    191        191
    192        192
    193        193
    194        194
    195        195
    196        196
    197        197
    198        198
    199        199
    200        200
    201        201
    202        202
    203        203
    204        204
    205        205
    206        206
    207        207
    208        208
    209        209
    210        210
    211        211

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                                                    LEASE
                                                                       % OF       EXPIRATION
  LOAN #    CONTROL #                   TENANT 2                      TOTAL SF      DATE 2               TENANT 3
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>        <C>                                            <C>          <C>         <C>
     1         001     Immunex Corporation                               8%         Dec-03     Washington Mutual
     2         002     Seattle Supersonics                              23%         Jul-00     KJR Radio
     3         003     Chase Manhattan Bank                             26%         Mar-10     CIT
     4         004
     4         004A    OfficeMax                                        10%         Jan-10     Barnes & Noble Booksellers
     4         004B    Contemporary Galleries                           14%         Apr-05     Jos A. Banks Clothiers
     4         004C    American Drug Stores dba Osco                    13%         May-05     Triathlon Broadcasting
     4         004D    Prairie View                                     14%         Dec-01     Old English Pine Company
     5         005     Gessler Drug Co., Inc.                           12%         Jun-03     Whole Foods
     6         006     Sears Homelife                                   14%         Dec-09     Chick's Sporting Goods
     7         007
     7         007A    Baker and McKenzie                               13%         Jun-08     Andrews and Kurth, LLP
     7         007B    The GAP, Inc.                                    23%         Dec-06     Square Alpha
     8         008     Smithsonian                                      20%         Apr-03     US Postal Service
     9         009
    10         010
    11         011
    11         011A    Interior Accents                                  8%         Apr-10     Daniel, Inc.
    11         011B
    11         011C    PSC Associates, Inc.                              8%         Nov-04     Ulep & Balosen
    11         011D    Hawaii Transfer Co.-Lot 50                       16%         Mar-01     Arcadia-Lot 50
    12         012     Gentle Dental                                     2%         Sep-02     Amazon.com (Storage)
    13         013     Capital Grille                                    5%         Sep-10     Society Hill Furniture
    14         014
    14         014A    Boxer Films                                      17%         Dec-02     ARS Nova
    14         014B
    14         014C    Sony Pictures Entertainment                      16%         Jan-02     Metafor Imaging
    14         014D    Conjunctive Points Dance Center                  17%         Oct-04     Samitaur Constructs
    15         015
    16         016     NYS Supt of Ins Liquidators                       8%         Aug-08     NYC Department of Archives
    17         017     Jacobson's                                       21%         Nov-04     Tampa Bay Water
    18         018
    18         018A    Phytera, Inc.                                    28%         Mar-04     Athena Diagnostics
    18         018B
    19         019
    20         020
    21         021
    22         022
    23         023
    23         023A
    23         023B
    23         023C
    23         023D
    23         023E
    24         024
    25         025     24 Hour Fitness                                  13%         Mar-15     Smith's Food
    26         026     NEC Technologies, Inc.                           45%         Feb-02
    27         027     Suburban House                                   18%         Feb-00     Deluxe Kitchen&Bath
    28         028     Circuit City                                     13%         Aug-05     SD Precision Mach
    29         029
    30         030
    31         031
    32         032
    33         033
    34         034     Blockbuster Video                                23%         Feb-02
    35         035
    36         036
    37         037     Henry Cogswell College                           20%         Aug-04     Gold's Gym
    38         038     Ingle's                                          18%         Sep-08     Big Lots
    39         039
    40         040     Ortho McNeil Pharmaceutical                      25%         Jun-04     981 Management Company
    41         041     Total Renal Care                                 14%         Jun-09     Fuddruckers Casablanca, Inc.
    42         042     CVS of DC and VA, Inc.                            9%         Jun-03     First Union National Bank
    43         043     National University                              22%         Jun-03     Dodge, Warren & Peters Insur.
    44         044     The IT Group                                     11%         Dec-00     NM Taxation & Revenue
    45         045
    46         046     Data King Corporation                             8%         Sep-00     First Massachusetts Bank
    47         047     Sport & Health                                   30%         Mar-09
    48         048     Blockbuster Video                                 7%         Jan-02     Star One
    49         049
    50         050
    51         051
    52         052     Hollywood Entertainment Corporation               8%         Jun-07     Tenet Healthsystems GB, Inc.
    53         053
    54         054
    55         055     Matchless Gifts, Inc.                            17%         Mar-04     Brady Door Systems, Inc.
    56         056     Carday                                           16%         Jul-07     SAIC/GSC
    57         057     HBO Latin America Productions                     3%         Jan-02     At Your Service
    58         058
    59         059     Burger King (Retail)                              9%         Nov-03     Instant Copy (Retail)
    60         060
    61         061
    62         062
    63         063
    64         064     Adidas                                           25%         May-04     Warnaco
    65         065     JC Penney                                        21%         Jul-06     CheapoDepot
    66         066
    67         067
    67         067A
    67         067B
    68         068
    69         069     Integrity Products, Inc.                         10%         May-04     Mastec North America, Inc.
    70         070
    71         071
    72         072     D.K.Shifflett & Assoc., Ltd.                     12%         Jun-02     Multi-Cultural Association
    73         073
    74         074
    75         075     Yunan Radiology                                  11%         Jan-05     Physical Rehabilitation
    76         076     John W. Brooker & Co.                            16%         May-01     Southwest Airlines
    77         077
    78         078
    79         079
    80         080
    81         081
    82         082     The Vitamin Shop                                  8%         Jan-10     Northco.com Ham
    83         083
    84         084
    85         085     GeoAccess, Inc                                   31%         Jan-01     Corporate Design Group, Inc
    86         086     Gallery Florist                                  18%         Dec-04     River City Music
    87         087
    88         088
    89         089
    90         090     Zany Brainy                                      50%         Apr-09
    91         091     Concordia International                          19%         Dec-03     Kamino International
    92         092
    93         093
    94         094     D&D Distribution                                 26%         Mar-02     Griffiths
    95         095
    96         096
    97         097
    98         098     Jasmine Thai Chinese                             11%         Jun-04     Layers Salon & Tanning
    99         099
    100        100
    101        101
    102        102
    103        103     Cambridge Premier Discount Cin                   14%         Jul-05     Rent-A-Center
    104        104     American Pharmaceutical Srvc                     18%         Jul-03     SouthTrust Corporation
    105        105
    106        106
    107        107
    108        108
    109        109
    110        110
    111        111
    112        112
    113        113
    114        114
    115        115
    116        116
    117        117
    118        118     Lisbon-Madrid, Inc.                              21%         Apr-02     PA Liquor Store
    119        119
    120        120
    121        121
    122        122
    123        123     Abadan Reprographics                             16%         Sep-01     Coastal Flooring, Inc
    124        124
    125        125
    126        126
    127        127
    128        128     Webb & Webb, P.C.                                15%         Aug-04     Periodontal Health Group, PLLC
    129        129
    130        130
    131        131
    132        132
    133        133
    134        134
    135        135
    136        136
    137        137
    138        138
    139        139     99 Cent Family Store                             14%         Dec-00     Kinder-Care
    140        140
    141        141
    142        142     Brookshire Holdings                              13%         Mar-03     Broward Meals on Wheels
    143        143
    144        144
    145        145
    146        146
    147        147
    148        148     Sleepy's Inc.                                    22%         Feb-03
    149        149
    150        150
    151        151
    152        152     Thai Restaurant                                  15%         Jan-03     Virginia Baldioli
    153        153
    154        154
    155        155
    156        156
    157        157
    158        158
    159        159
    160        160     Loan Mart                                        23%         Dec-03
    161        161
    162        162
    163        163
    164        164
    165        165
    166        166
    167        167
    168        168
    169        169
    170        170
    171        171
    172        172
    173        173
    174        174
    175        175
    176        176
    177        177
    178        178
    179        179
    180        180
    181        181
    182        182
    183        183
    184        184
    185        185
    186        186
    187        187
    188        188
    189        189
    190        190
    191        191
    192        192
    193        193
    194        194
    195        195
    196        196
    197        197
    198        198
    199        199
    200        200
    201        201
    202        202
    203        203
    204        204
    205        205
    206        206
    207        207
    208        208
    209        209
    210        210
    211        211

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                            % OF     LEASE       LTV CO      SPONSOR
                            TOTAL  EXPIRATION      OP         OWNED
  LOAN #    CONTROL #        SF      DATE 3       BASIS      UNITS(%)
-----------------------------------------------------------------------
<S>         <C>             <C>    <C>           <C>         <C>
     1         001            4%     Jul-00
     2         002           17%     Jul-00
     3         003           10%     Dec-08
     4         004
     4         004A          10%     Sep-13
     4         004B           6%     Jan-04
     4         004C           7%     Mar-05
     4         004D          11%     Mar-01
     5         005            5%     Nov-04
     6         006           14%     Nov-18
     7         007
     7         007A           4%     Jul-03
     7         007B          22%     Jun-08
     8         008           16%     Jun-08
     9         009
    10         010
    11         011
    11         011A           6%     Oct-01
    11         011B
    11         011C           6%     Feb-02
    11         011D          16%     May-05
    12         012            1%     Jun-09
    13         013            2%     Dec-00
    14         014
    14         014A           4%     Dec-00
    14         014B
    14         014C          13%     Aug-00
    14         014D          16%     Feb-05
    15         015
    16         016            7%     Jan-08
    17         017            8%     Feb-01
    18         018
    18         018A          18%     Mar-04
    18         018B
    19         019
    20         020
    21         021
    22         022
    23         023
    23         023A
    23         023B
    23         023C
    23         023D
    23         023E
    24         024
    25         025           12%     Dec-05
    26         026
    27         027            9%     Dec-03
    28         028            7%     Jul-02
    29         029
    30         030
    31         031                                    22%          46%
    32         032
    33         033
    34         034
    35         035
    36         036
    37         037           16%     Sep-04
    38         038           17%     Jan-06
    39         039
    40         040           19%     May-04
    41         041           14%     Jun-08
    42         042            5%     May-05
    43         043           11%     Aug-02
    44         044            7%     Mar-00
    45         045                                    31%          60%
    46         046            4%     Feb-05
    47         047
    48         048            6%     Aug-03
    49         049
    50         050                                    14%          25%
    51         051
    52         052            8%     Apr-08
    53         053                                    15%          22%
    54         054
    55         055            8%     May-03
    56         056           12%     Dec-03
    57         057            2%     May-02
    58         058
    59         059            3%     Dec-04
    60         060
    61         061
    62         062                                    58%           0%
    63         063
    64         064           24%     Jul-02
    65         065            8%     Sep-00
    66         066
    67         067
    67         067A
    67         067B
    68         068                                     5%           0%
    69         069            9%     Mar-02
    70         070
    71         071
    72         072            9%     Jun-03
    73         073
    74         074                                     7%           0%
    75         075           46%     Jul-00
    76         076           15%     Jan-02
    77         077
    78         078
    79         079
    80         080
    81         081
    82         082            6%     Apr-05
    83         083
    84         084                                    23%           9%
    85         085            8%     Mar-01
    86         086           13%     Sep-03
    87         087                                     5%          18%
    88         088
    89         089                                     4%           0%
    90         090
    91         091           19%     Mar-01
    92         092                                    56%           0%
    93         093
    94         094            9%     May-00
    95         095
    96         096
    97         097                                    13%          10%
    98         098           11%     Apr-05
    99         099                                     7%           0%
    100        100                                    24%          33%
    101        101
    102        102
    103        103            5%     Jan-01
    104        104            7%     Jul-05
    105        105
    106        106                                    27%          43%
    107        107                                    46%          50%
    108        108
    109        109                                    10%          10%
    110        110                                    25%          29%
    111        111                                     4%          10%
    112        112
    113        113                                     6%           0%
    114        114
    115        115                                    34%          32%
    116        116
    117        117                                    39%          52%
    118        118           15%     Aug-01
    119        119
    120        120
    121        121
    122        122
    123        123           12%     Jun-01
    124        124                                    24%          30%
    125        125
    126        126
    127        127                                    27%          27%
    128        128           12%     Sep-09
    129        129                                     4%           0%
    130        130                                     2%           0%
    131        131                                    51%          53%
    132        132                                    27%          28%
    133        133
    134        134                                    51%          41%
    135        135                                    17%           3%
    136        136                                     8%          11%
    137        137
    138        138                                    27%          31%
    139        139           10%     Apr-03
    140        140                                    29%          59%
    141        141                                    49%         7.5%
    142        142           11%     Jun-05
    143        143                                    10%           0%
    144        144
    145        145
    146        146                                    16%           2%
    147        147                                     9%           0%
    148        148
    149        149
    150        150                                    20%          64%
    151        151                                    11%           0%
    152        152           11%     Apr-02
    153        153
    154        154                                    32%          42%
    155        155                                    23%          23%
    156        156                                    20%           0%
    157        157                                    38%          58%
    158        158
    159        159                                     9%           0%
    160        160
    161        161                                    11%           0%
    162        162                                     3%           0%
    163        163                                     9%           0%
    164        164                                    32%          44%
    165        165                                    12%           0%
    166        166                                    25%          55%
    167        167                                    55%           0%
    168        168                                    30%           5%
    169        169                                    18%          27%
    170        170                                    31%           0%
    171        171                                     6%           0%
    172        172                                     3%           3%
    173        173                                     8%          43%
    174        174                                    17%          72%
    175        175                                     8%          23%
    176        176                                    12%           0%
    177        177                                     8%           0%
    178        178                                    25%           0%
    179        179                                    12%           0%
    180        180                                    25%           0%
    181        181                                     4%           0%
    182        182                                    25%          76%
    183        183                                    23%          44%
    184        184                                    11%           0%
    185        185                                    21%          45%
    186        186                                    16%          30%
    187        187                                    23%          10%
    188        188                                     1%           0%
    189        189                                     8%           0%
    190        190                                     6%           0%
    191        191                                     9%           0%
    192        192                                    21%           0%
    193        193                                    18%           0%
    194        194                                    34%         100%
    195        195                                    24%           0%
    196        196                                     4%           0%
    197        197                                    17%           0%
    198        198                                    11%           0%
    199        199                                    21%          50%
    200        200                                    19%          50%
    201        201                                    18%          13%
    202        202                                    13%           0%
    203        203                                     8%           0%
    204        204                                    16%           0%
    205        205                                     4%           0%
    206        206                                     8%          22%
    207        207                                    16%           0%
    208        208                                    12%           0%
    209        209                                    23%           0%
    210        210                                     8%           0%
    211        211                                     9%           0%

</TABLE>


<PAGE>


                             FOOTNOTES TO APPENDIX A

YIELD MAINTENANCE FORMULAS

         The following are summaries of yield maintenance provisions, or
formulas, contained in the related Mortgage Note for certain of the Mortgage
Loans. There are six unique yield maintenance formulas represented by the
Mortgage Loans, each labeled as "Y1," "Y2," "Y3," "Y4," "Y5" and "Y6. Each
Mortgage Loan, which provides for a yield maintenance formula, references the
applicable formula printed below in the column titled "YM Formula."

Y1                After the expiration of the Lockout Period and prior to
          September 30, 2014 (the "Permitted Prepayment Period"), Borrower shall
          have the right or privilege to prepay all (but not less than all) of
          the unpaid principal balance of this Note, upon: (i) not less than 30
          days and not more than 45 days prior written notice (the "Prepayment
          Notice") to Lender specifying the scheduled payment date on which
          prepayment is to be made (the "Prepayment Date"); (ii) payment of all
          accrued and unpaid interest on the outstanding principal balance of
          this Note to and including the Prepayment Date together with a payment
          of all interest which would have accrued on the principal balance of
          this Note to and including the first day of the calendar month
          immediately following the Prepayment Date, if such prepayment occurs
          on a date which is not the first day of a calendar month (the
          "Shortfall Interest Payment"); (iii) payment of all other sums then
          due under this Note, the Security Instrument and the Other Security
          Documents; (iv) the Prepayment Consideration (defined below); and (v)
          the Release Fee (as defined in the Security Instrument). If a
          Prepayment Notice is given by Borrower to Lender pursuant to this
          Article 6, the principal balance of this Note and the other sums
          required under this Article shall be due and payable on the Prepayment
          Date. Lender shall not be obligated to accept any prepayment of the
          principal balance of this Note unless it is accompanied by all sums
          due in connection therewith. After the Permitted Prepayment Period,
          Borrower shall have the right or privilege to prepay all (but not less
          than all) of the unpaid principal balance of this Note upon
          satisfaction of items (i), (ii), (iii) and (v) above.

                  If a Default Prepayment (defined herein) occurs, Borrower
          shall pay to Lender the entire Debt, including, without limitation, if
          applicable, the Prepayment Consideration (defined below).

                  For purposes of this Note, the term "Default Prepayment" shall
          mean a prepayment of the principal amount of this Note made during the
          continuance of any Event of Default or after an acceleration of the
          Maturity Date under any circumstances, including, without limitation,
          a prepayment occurring in connection with reinstatement of the
          Security Instrument provided by statute under foreclosure proceedings
          or exercise of a power of sale, any statutory right of redemption
          exercised by Borrower or any other party having a statutory right to
          redeem or prevent foreclosure, any sale in foreclosure or under
          exercise of a power of sale or otherwise.

                  If Borrower prepays all or a portion of the unpaid principal
          balance of the Note prior to the expiration of the Permitted
          Prepayment Period, including but not limited to partial prepayment
          which occurs during the Lockout Period or Permitted Prepayment Period
          and arises from the application by Lender of (i) interest payments
          that are in excess of the maximum permitted interest rate, and (ii)
          payments made in connection with the release of any part of the
          Property from the lien of the Security Instrument, in partial
          satisfaction of the principal indebtedness evidenced by the Note,
          there shall be immediately due and payable in addition to accrued
          interest and any other sums due Lender at the time of prepayment, a
          prepayment premium (the "Prepayment Consideration") equal to the
          greater of:

                    (a)  The amount equal to the difference of (1) the present
                         value of the scheduled monthly payments on the Loan
                         discounted at 7.31% on a monthly basis to the end of
                         the Permitted Prepayment Period and (2) the present
                         value of monthly payments that would be scheduled on
                         the unpaid principal balance of the Loan based on the
                         terms and conditions of this Note discounted at the
                         market yield of the U.S. Treasury Instrument as quoted
                         in The Wall Street


                                      AF-1
<PAGE>

                         Journal on the day prior to the date the payment is
                         made, which has a maturity closest to, but not
                         earlier than, the last day of the Permitted
                         Prepayment Period (if more than one U.S. Treasury
                         Instrument meets the requirements of this sentence,
                         the Instrument used to calculate the amount pursuant
                         to this subparagraph (a) shall be based on the
                         Instrument having the coupon rate closest to 7.31%)
                         on a monthly basis to the end of the Permitted
                         Prepayment Period; and

                    (b)  Prior to January 1, 2012, one percent (1%) of the
                         entire unpaid principal balance of the Note, and
                         thereafter one-half of one percent (1/2%) of the entire
                         unpaid principal balance of the Note.

                  In the event that no Yield Rate is published on the U.S.
         Treasury Security described above, then the nearest equivalent U.S.
         Treasury Instrument shall be selected at Lender's sole discretion. If
         the publication of such yield rates in The Wall Street Journal is
         discontinued, Lender shall select a security with a comparable rate and
         term to the U.S. Treasury Instrument described in subparagraph (a)
         above.

Y2                If Borrower prepays all or a portion of the unpaid principal
         balance of the Note prior to the expiration of the Permitted
         Prepayment Period, including but not limited to partial prepayment
         which occurs during the Lockout Period or Permitted Prepayment Period
         and arises from the application by Lender of (i) interest payments
         that are in excess of the maximum permitted interest rate, and (ii)
         payments made in connection with the release of any part of the
         Property from the lien of the Security Instrument, in partial
         satisfaction of the principal indebtedness evidenced by the Note,
         there shall be immediately due and payable in addition to accrued
         interest and any other sums due Lender at the time of prepayment, a
         prepayment premium (the "Prepayment Consideration") equal to the
         greater of:

                    (a)  The amount equal to the difference of (1) the present
                         value of the scheduled monthly payments on the Loan
                         discounted on a monthly basis to the date the payment
                         is made, at the market yield of the U.S. Treasury
                         Instrument as quoted in The Wall Street Journal on the
                         day prior to the date the payment is made, which has a
                         maturity closest to, but not earlier than, the Maturity
                         Date (if more than one U.S. Treasury Instrument meets
                         the requirements of this sentence, the Instrument used
                         to calculate the amount pursuant to this subparagraph
                         (a) shall be based on the Instrument having the coupon
                         rate closest to 7.25%); and (2) the principal balance
                         of the Loan (including all unpaid interest thereon) as
                         of the date the payment is made; or

                    (b)  One percent (1%) of the entire unpaid principal balance
                         of the Note.

                  In the event that no yield rate is published on the U.S.
         Treasury Instrument described above, then the nearest equivalent U.S.
         Treasury Instrument shall be selected at Lender's sole discretion. If
         the publication of such yield rates in The Wall Street Journal is
         discontinued, Lender shall select a security with a comparable rate and
         term to the U.S. Treasury Instrument described in subparagraph (a)
         above. After the expiration of the Permitted Prepayment Period,
         Borrower shall have the right or privilege to prepay all (but not less
         than all) of the unpaid principal balance of the Note, subject to
         certain conditions.

Y3                 (a) The principal balance of this Note may not be prepaid in
         whole or in part prior to the Sixth Loan Year (defined below). During
         the Sixth Loan Year or any time thereafter, the principal balance of
         this Note may be prepaid in whole, but not in part, upon not less than
         30 days and not more than 120 days prior written notice to Lender
         specifying the date on which prepayment is to be made (the "Prepayment
         Date") which date must be a Payment Date and upon payment of:

                     (i)    all accrued interest to and including the Prepayment
                            Date;

                     (ii)   all other sums due under this Note, the Security
                            Instrument and all Other Security Documents; and

                                      AF-2
<PAGE>

                     (iii)  the Prepayment Consideration (defined below).

         Notwithstanding anything to the contrary herein, provided no Event of
         Default exists under this Note, the Security Instrument or the Other
         Security Documents, in the event of any prepayment which occurs during
         the twelve months prior to the Anticipated Repayment Date, no
         Prepayment Consideration shall be due in connection therewith, but
         Borrower shall be required to pay all other sums due hereunder.

                  (b) The Prepayment Consideration shall equal an amount equal
         to the product of (A) the ratio of the amount of the principal balance
         of this Note being prepaid over the outstanding principal balance of
         this Note on the Prepayment Date (after subtracting the scheduled
         principal payment on such Prepayment Date), multiplied by (B) the
         present value as of the Prepayment Date of the remaining scheduled
         payments of principal and interest from the Prepayment Date through the
         Anticipated Repayment Date (including any balloon payment) determined
         by discounting such payments at the Discount Rate (as hereinafter
         defined) less the amount of the outstanding principal balance of this
         Note on the Prepayment Date (after subtracting the scheduled principal
         payment on such Prepayment Date). The "Discount Rate" is the rate
         which, when compounded monthly, is equivalent to the Treasury Rate (as
         hereinafter defined), when compounded semiannually. The "Treasury Rate"
         is the yield calculated by the linear interpolation of the yields, as
         reported in Federal Reserve Statistical Release H.15-Selected Interest
         Rates under the heading U.S. Government Securities/Treasury constant
         maturities for the week ending prior to the Prepayment Date, of U.S.
         Treasury constant maturities 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
         Anticipated Repayment Date. (In the event Release H.15 is no longer
         published, Lender shall select a comparable publication to determine
         the Treasury Rate.) Lender shall notify Borrower of the amount and the
         basis of determination of the required prepayment consideration.

                  (c) "Loan Year" as used in this Note shall mean each 365 or
         366, if applicable, day period after the first day of the first
         calendar month after the date of this Note (or the date of this Note if
         it is dated the first day of a calendar month).

                  (d) On the Anticipated Repayment Date, or on any scheduled
         payment date thereafter, Borrower may, at its option and upon thirty
         (30) days prior written notice to Lender, prepay in whole or in part
         the outstanding principal balance of the Note without payment of the
         Prepayment Consideration or any other premium or consideration. Any
         such payment shall be applied to the last payments of principal due
         under the Note.

Y4                Maker shall have the right to prepay the outstanding principal
        of the Note, in whole but not in part, at any time during the Initial
        Prepayment Period. With any such prepayment (whether made voluntarily or
        involuntarily as a result of an acceleration of the Maturity Date, or
        otherwise), Maker shall also pay:

                  (a)   all accrued and unpaid interest on the principal being
                        prepaid;

                  (b)   all "Additional Amounts" (as defined below) then due;
                        and

                  (c)   a prepayment premium, if any, equal to the product of
                        (i) the "Average Interest Loss (Monthly)" (as defined
                        below) and (ii) the number of months from the date of
                        prepayment to the Maturity Date (with any fraction of a
                        month counted as a month), discounted to present value
                        at the "Discount Rate" (as defined below) over a period
                        equal to one-half (1/2) of the number of months in this
                        subsection (c)(ii).

         At the option of Payee, in its sole and absolute discretion, Maker
         shall have no right to make any partial prepayment during the term of
         this Note, and shall have no right to make a prepayment on any date
         other than a Payment Date.

                  For purposes of this Exhibit, the following definitions shall
         apply:

                                      AF-3
<PAGE>

                  (a)   "Additional Amounts" means all amounts payable by Maker
                        to Payee under this Note, the Deed of Trust and the
                        Security Documents;

                  (b)   "Average Interest Loss (Monthly)" means the amount
                        determined by dividing (i) the product of the Average
                        Principal Amount and the Fixed Lost Rate, by (ii) 12;

                  (c)   "Average Principal Amount" means the amount equal to
                        either (i) one-half (1/2) the sum of (A) the amount of
                        principal being prepaid and (B) the amount of principal
                        that is scheduled to be due on the Maturity Date
                        ("Balloon Amount"), or (ii) the amount of principal
                        being prepaid, if such amount is less than the Balloon
                        Amount;

                  (d)   "Discount Rate" means the rate per annum equal to the
                        yield to maturity of Treasury Obligations determined on
                        the date of prepayment;

                  (e)   "Fixed Lost Rate" means the rate per annum equal to the
                        percentage, if any, by which (i) the interest rate on
                        this note exceeds (ii) the yield to maturity of United
                        States Treasury debt obligations having a maturity date
                        nearest to the Maturity Date ("Treasury Obligations"),
                        determined on the date of prepayment.

         The maturity date and yield to maturity of Treasury Obligations shall
         be determined by Payee in its sole and absolute discretion based on the
         quotations published in The Wall Street Journal or other comparable
         source(s).

Y5                (a) The principal balance of this Note may not be prepaid in
         whole or in part prior to the sixth (6th) Loan Year (defined below).
         During the sixth (6th) Loan Year or any time thereafter, the
         principal balance of this Note may be prepaid in whole, but not in
         part, upon not less than thirty (30) days and not more than sixty
         (60) days prior written notice to Lender specifying the date on
         which prepayment is to be made (the "Prepayment Date") which date
         must be a Payment Date and upon payment of:

                        (i)   all interest to and including the Prepayment Date;

                        (ii)  all other sums due under this Note, the Security
                              Instrument and Other Security Documents; and

                        (iii) the Prepayment Consideration (defined below).

         Notwithstanding anything to the contrary herein, provided no Event of
         Default exists under this Note, the Security Instrument or the Other
         Security Documents, in the event of any prepayment which occurs during
         the six (6) months prior to the Maturity Date, no Prepayment
         Consideration shall be due in connection therewith, but Borrower shall
         be required to pay all other sums due hereunder.

                  (b) The Prepayment Consideration shall equal an amount equal
         to the product of (A) the ratio of the amount of the principal balance
         of this Note being repaid over the outstanding principal balance of
         this Note on the Prepayment Date (after subtracting the scheduled
         principal payment on such Prepayment Date), multiplied by (B) the
         present value as of the Prepayment Date of the remaining scheduled
         payments of the principal and interest from the Prepayment Date through
         the Maturity Date (including any balloon payment) determined by
         discounting such payments at the Discount Rate (as hereinafter defined)
         less the amount of the outstanding principal balance of this Note on
         the Prepayment Date (after subtracting the scheduled principal payment
         on such Prepayment Date). The "Discount Rate" is the rate which, when
         compounded monthly, is equivalent to the Treasury Rate (as hereinafter
         defined), when compounded semiannually. The "Treasury Rate" is the
         yield calculated by the linear interpolation of the yields, as reported
         in the Federal Reserve Statistical Release H.15-Selected Interest Rates
         under the heading U.S. Government Securities/Treasury constant
         maturities for the week ending prior to the Prepayment Date, of U.S.
         Treasury constant maturities for the week ending prior to the
         Prepayment Date, of U.S. Treasury constant maturities with maturity
         dates (one

                                      AF-4
<PAGE>


         longer and one shorter) most nearly approximating the Maturity Date.
         (In the event Release H.15 is no longer published, Lender shall
         select a comparable publication to determine the Treasury Rate.)
         Lender shall notify Borrower of the amount and the basis of
         determination of the required prepayment premium.

                  (c) "Loan Year" as used in this Note shall mean each 365 or
         366, if applicable, day period after the first day of the first
         calendar month after the date of this Note (or the date of this Note if
         it is dated the first day of a calendar month).

                  (d) If any notice of prepayment is given under this Article 6,
         the principal balance of this Note and the other sums required under
         this prepayment section shall be due and payable on the Prepayment
         Date. Lender shall not be obligated to accept any prepayment of the
         principal balance of this Note unless it is accompanied by all sums due
         in connection therewith. Notwithstanding anything contained in this
         Article 6 to the contrary, provided no Event of Default exists, no
         Prepayment Consideration shall be due in connection with a complete or
         partial prepayment resulting from the application of insurance proceeds
         or condemnation awards pursuant to Sections 3.3 and 3.6 of the Security
         Instrument or changes in the tax and debt credit pursuant to Section
         7.3(a) or (b) of the Security Instrument, but Borrower shall be
         required to pay all other sums due and payable hereunder.

                  (e) If a Default Prepayment (defined below) occurs, Borrower
         shall pay to Lender the entire Debt, including, without limitation, the
         Prepayment Consideration calculated from the date of the Default
         Prepayment through and including the Maturity Date.

         For purposes of this Note, the term "Default Prepayment" shall mean a
         prepayment of the principal amount of this Note made after the
         occurrence of any Event of Default or an acceleration of the Maturity
         Date under any circumstances, including, without limitation, a
         prepayment occurring in connection with reinstatement of the Security
         Instrument provided by statute under foreclosure proceedings or
         exercise of a power of sale, any statutory right of redemption
         exercised by the Borrower or any other party having a statutory right
         to redeem or prevent foreclosure, any sale in foreclosure or under
         exercise of a power of sale or otherwise.

Y6       (a) The principal balance of this Note may not be prepaid in whole or
         in part prior to the sixth (6th) Loan Year (defined below). During the
         sixth (6th) Loan Year or at any time thereafter, the principal balance
         of this Note may be prepaid in whole, but not in part, upon not less
         than sixty (60) days prior written notice to Lender specifying the date
         on which prepayment is to be made (the "Prepayment Date") which date
         must be a Payment Date and upon payment of:

                        (i)   all accrued interest to and including the
                              Prepayment Date;

                        (ii)  all other sums due under this Note, the Security
                              Instrument and all other Security Documents; and

                        (iii) the Prepayment Consideration (defined below).

         Notwithstanding anything to the contrary herein, provided no Event of
         Default exists under this Note, the Security Instrument or the other
         Security Documents, in the event of a prepayment which occurs during
         the three (3) months prior to the Maturity Date, no Prepayment
         Consideration shall be due in connection therewith, but Borrower shall
         be required to pay all other sums due hereunder.

                  (b) The Prepayment Consideration shall equal an amount equal
         to the greater of (i) one percent (1%) of the principal balance of this
         Note being prepaid, or (ii) the product of (A) the ratio of the amount
         of the principal balance of this Note being prepaid over the
         outstanding principal balance on the Prepayment Date (after subtracting
         the scheduled principal payment on such Prepayment Date), multiplied by
         (B) the present value as of the Prepayment Date of the remaining
         scheduled payments of principal and interest from the Prepayment Date
         through the Maturity Date (including any balloon payment determined by
         discounting

                                      AF-5
<PAGE>

         such payments at the Discount Rate (as hereinafter defined) less the
         amount of the outstanding principal balance of this Note on the
         Prepayment Date (after subtracting the scheduled principal payment
         on such Prepayment Date). The "Discount Rate" is the rate which,
         when compounded monthly, is equivalent to the Treasury Rate (as
         hereinafter defined), when compounded semi-annually. The "Treasury
         Rate" is the yield calculated by the linear interpolation of the
         yields, as reported in Federal Reserve Statistical Release
         H.15-Selected Interest Rates under the heading U.S. Government
         Securities/Treasury constant maturities for the week ending prior to
         the Prepayment Date, of U.S. Treasury constant maturities with
         maturity dates (one longer and one shorter) most nearly
         approximating the Maturity Date. (In the event Release H.15 is no
         longer published, lender shall select a comparable publication to
         determine the Treasury Rate.) Lender shall notify Borrower of the
         amount and the basis of the determination of the required prepayment
         consideration.

                  (c) "Loan Year" as used in this Note shall mean each 365 or
         366, if applicable, day period after the first day of the first
         calendar month after the date of this Note (or the date of this Note if
         it is dated the first day of a calendar month).

                  (d) If any notice of prepayment is given under this Article 6,
         the principal balance of this Note and all other sums required under
         this prepayment section shall be due and payable on the Prepayment
         Date. Lender shall not be obligated to accept any prepayment of the
         principal balance of this Note unless it is accompanied by all sums due
         in connection therewith. Notwithstanding anything contained in this
         Article 6 to the contrary, provided no Event of Default exists, no
         Prepayment Consideration shall be due in connection with a complete or
         partial prepayment resulting from the application of insurance proceeds
         or condemnation awards pursuant to Sections 3.3 and 3.6 of the Security
         Instrument or changes in tax and debt credit pursuant to section 7.3(a)
         or (b) of the Security Instrument, but Borrower shall be required to
         pay all other sums due hereunder.

                  (e) If a Default Prepayment (defined below) occurs, Borrower
         shall pay to lender the entire Debt, including, without limitation, the
         following amounts:

                        (i)   If the Default Prepayment occurs prior to the time
                              when prepayment of the principal balance of this
                              Note is permitted, an amount equal to the sum of
                              (A) the present value of the interest payments
                              which would have accrued on the principal balance
                              of this Note (outstanding as of the date of such
                              Default Prepayment) at the Applicable Interest
                              Rate from the date of the Default Prepayment to
                              the first date prepayment is permitted pursuant to
                              this Note discounted at a rate equal to the
                              Treasury Rate except that such Treasury Rate shall
                              be based on the U.S. Treasury constant maturity
                              most nearly approximating the date on which
                              prepayment is first permitted pursuant to this
                              Note, and (B) the Prepayment Consideration
                              calculated as of the first date prepayment is
                              permitted pursuant to this Note; and

                        (ii)  If the Default Prepayment occurs at a time when
                              prepayment of the principal balance of this Note
                              is permitted, the Prepayment Consideration.

         For purposes of this Note, the term "Default Prepayment" shall mean a
         prepayment of the principal amount of this Note made after and during
         the occurrence of any Event of Default or an acceleration of the
         Maturity Date under any circumstances, including, without limitation, a
         prepayment occurring in connection with reinstatement of the Security
         Instrument provided by statute under foreclosure proceedings or
         exercise of a power of sale, any statutory right of redemption
         exercised by Borrower or any other party having a statutory right to
         redeem or prevent foreclosure, any sale in foreclosure or under a power
         of sale or otherwise.

PREPAYMENT PENALTY FORMULAS

P1    3% penalty for 12 months, then 2% penalty for 12 months, then 1% penalty
      for 9 months.

                                      AF-6


<PAGE>

P2    5% penalty for 12 months, then 4% penalty for 12 months, then 3% penalty
      for 12 months., then 2% penalty for 12 months.

P3    5% penalty for 12 months, then 4% penalty for 12 months, then 3% penalty
      for 12 months, then 2% penalty for 12 months, then 1% penalty or 9 months

P4    1% penalty for 14 months

P5    1% penalty for 15 months

P6    2% penalty for 14 months

P7    1% penalty for 18 months

P8    3% penalty for 12 months, then 2% penalty for 12 months, then 1% penalty
      for 8 months

P9    2% penalty for 32 months


                                      AF-7

<PAGE>

                                    ANNEX B

-------------------------------------------------------------------------------
CREDIT   FIRST
SUISSE   BOSTON       MORGAN STANLEY DEAN WITTER                 NCB

(212) 325-3295             (212) 761-2164              NATIONAL COOPERATIVE BANK
--------------------------------------------------------------------------------


                                 CMBS NEW ISSUE

                      COLLATERAL AND STRUCTURAL TERM SHEET

                           $1.1 BILLION (APPROXIMATE)
              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2000 - C1

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

                  EXPECTED PRICING DATE: WEEK OF JULY 24, 2000

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

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                                  AS DEPOSITOR

                CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC,
               MORGAN STANLEY DEAN WITTER MORTGAGE CAPITAL INC. &
                       NATIONAL CONSUMER COOPERATIVE BANK
                            AS MORTGAGE LOAN SELLERS

                    CREDIT SUISSE FIRST BOSTON CORPORATION &
                           MORGAN STANLEY DEAN WITTER
                    AS CO-LEAD MANAGERS AND JOINT BOOKRUNNERS

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


CREDIT SUISSE FIRST BOSTON                            MORGAN STANLEY DEAN WITTER

--------------------------------------------------------------------------------
Under no circumstances shall the information presented hereby constitute an
offer to sell or the solicitation of an offer to buy any security, nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration, or qualification
for an exemption from such registration, under the securities laws of such
jurisdiction. You have requested that Credit Suisse First Boston Corporation
("CSFB") and Morgan Stanley Dean Witter ("MSDW") provide to you information in
connection with your considering the purchase of certain securities described
herein. The attached information is being provided to you for informative
purposes only in response to your specific request. The information contained
herein has been compiled by CSFB and MSDW from sources that CSFB and MSDW
believe to be reasonably reliable. However, CSFB and MSDW make no representation
or warranty as to the accuracy or completeness of such information and you must
make your own determination as to whether the information is appropriate and
responsive to your request. Any investment decision with respect to the
securities described herein should be made solely on the results of your own due
diligence with respect to the securities and the mortgage loans referred to
herein. This information may not be delivered by you to any other person without
CSFB's and MSDW's prior written consent. CSFB and MSDW may from time to time and
only upon your review of the prospectus and prospectus supplement perform
investment banking services for or solicit investment banking business from any
company named in the information herein. CSFB and MSDW and/or their employees
may from time to time have a long or short position in any contract or security
discussed herein.
--------------------------------------------------------------------------------



<PAGE>


<TABLE>
<CAPTION>
<S>                 <C>                                      <C>                                          <C>
                                                             $1,111,999,815 (approximate)
CREDIT   FIRST                                       Credit Suisse First Boston Mortgage Securities Corp.             NCB
SUISSE   BOSTON      MORGAN STANLEY DEAN WITTER         Commercial Mortgage Pass-Through Certificates      National Cooperative Bank
                                                                    Series 2000 - C1
</TABLE>

I.    ISSUE CHARACTERISTICS


<TABLE>
<CAPTION>
<S>                            <C>
ISSUE TYPE:                     Public: Class A-1, A-2, B, C, and D
                                144A: Class A-X, E, F, G, H, J, K, L, M, and N

OFFERED SECURITIES:             Classes A-1, A-2, B, C, and D totaling approximately $971,600,000

PASS-THROUGH STRUCTURE:         Senior/Subordinate, Sequential Pay, Pass-Through Certificates

COLLATERAL:                     Pool of 211 fixed rate commercial and multifamily Mortgage Loans totaling $1,111,999,815

SELLERS:                        Credit Suisse First Boston Mortgage Capital LLC (63.5%)
                                Morgan Stanley Dean Witter Mortgage Capital Inc. (24.8%)
                                National Consumer Cooperative Bank (11.7%)

CO-LEAD MANAGERS AND            Credit Suisse First Boston Corporation
JOINT BOOKRUNNERS:              Morgan Stanley Dean Witter

MASTER SERVICERS:               CapMark Services, L.P.
                                National Consumer Cooperative Bank (with respect to loans deposited by NCCB)
                                BNY Asset Solutions (with respect to the 1211 Avenue of the Americas loan) First Union
                                National Bank (with respect to the L'Enfant loan)

SPECIAL SERVICERS:              Lennar Partners, Inc.
                                National Consumer Cooperative Bank (with respect
                                to loans deposited by NCCB) Orix Real Estate
                                Capital Markets, LLC (with respect to the 1211
                                Avenue of the Americas loan)

TRUSTEE:                        Wells Fargo Corporate Trust Services, Wells Fargo Bank Minnesota, N.A.
                                (formerly known as Norwest Bank Minnesota, National Association)

CUT-OFF DATE:                   July 11, 2000

EXPECTED PRICING DATE:          Week of July 24th, 2000

CLOSING DATE:                   On or about August 4, 2000

DISTRIBUTION DATES:             The fourth business day after the eleventh day of the month, commencing August 17, 2000

MINIMUM DENOMINATIONS:          $25,000 for all offered Certificates and in additional multiples of $1,000

SETTLEMENT TERMS:               DTC, Euroclear and Clearstream, same day funds, with accrued interest

ERISA:                          Class A-1 and A-2 Certificates are expected to be ERISA eligible

SMMEA:                          No Class of Certificates is SMMEA eligible

RISK FACTORS:                   THE CERTIFICATES INVOLVE A DEGREE OF RISK AND MAY NOT BE SUITABLE FOR ALL INVESTORS.  SEE THE "RISK
                                FACTORS" SECTION OF THE PROSPECTUS SUPPLEMENT AND THE "RISK FACTORS" SECTION OF THE PROSPECTUS
</TABLE>

--------------------------------------------------------------------------------
Under no circumstances shall the information presented hereby constitute an
offer to sell or the solicitation of an offer to buy any security, nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration, or qualification
for an exemption from such registration, under the securities laws of such
jurisdiction. You have requested that Credit Suisse First Boston Corporation
("CSFB") and Morgan Stanley Dean Witter ("MSDW") provide to you information in
connection with your considering the purchase of certain securities described
herein. The attached information is being provided to you for informative
purposes only in response to your specific request. The information contained
herein has been compiled by CSFB and MSDW from sources that CSFB and MSDW
believe to be reasonably reliable. However, CSFB and MSDW make no representation
or warranty as to the accuracy or completeness of such information and you must
make your own determination as to whether the information is appropriate and
responsive to your request. Any investment decision with respect to the
securities described herein should be made solely on the results of your own due
diligence with respect to the securities and the mortgage loans referred to
herein. This information may not be delivered by you to any other person without
CSFB's and MSDW's prior written consent. CSFB and MSDW may from time to time and
only upon your review of the prospectus and prospectus supplement perform
investment banking services for or solicit investment banking business from any
company named in the information herein. CSFB and MSDW and/or their employees
may from time to time have a long or short position in any contract or security
discussed herein.
--------------------------------------------------------------------------------

<PAGE>

<TABLE>
<CAPTION>
<S>                 <C>                                      <C>                                          <C>
                                                             $1,111,999,815 (approximate)
CREDIT   FIRST                                       Credit Suisse First Boston Mortgage Securities Corp.             NCB
SUISSE   BOSTON      MORGAN STANLEY DEAN WITTER         Commercial Mortgage Pass-Through Certificates      National Cooperative Bank
                                                                    Series 2000 - C1
</TABLE>



II.      TRANSACTION FEATURES


         LOAN POOL:

            o   211 commercial and multifamily loans totaling $1.1 billion

            o   Average Cut-Off Date Balance: $5,270,141

            o   Three largest loan concentrations total $160,606,841
                representing 14.4% of Initial Pool Balance

            o   Ten largest loans total $384,581,842 representing 34.6% of
                Initial Pool Balance

         MORTGAGE LOAN SELLERS:

            o   Credit Suisse First Boston Mortgage Capital LLC (63.5% of
                Initial Pool Balance)

            o   Morgan Stanley Dean Witter Mortgage Capital Inc. (24.8% of
                Initial Pool Balance)

            o   National Consumer Cooperative Bank (11.7% of Initial Pool
                Balance)

         CREDIT STATISTICS:

            o   Wtd. avg. DSCR of 1.97x (1.42x excl. NCCB), (1.35x excl. NCCB &
                1211 Ave. of Americas)

            o   Wtd. avg. LTV of 61% (66% excl. NCCB), (68% excl. NCCB & 1211
                Ave. of Americas)

            o   Wtd. avg. Balloon/ARD LTV of 55% (58% excl. NCCB), (60% excl.
                NCCB & 1211 Ave. of Americas)

         PROPERTY TYPES:

            o   27.7% Office properties

            o   21.0% Retail properties (19.5% anchored, 1.6% unanchored)

            o   12.1% Residential Cooperative properties

            o   8.1% Multifamily properties

            o   9.8% Mixed Use properties

            o   9.4% Industrial properties

            o   8.5% Hospitality properties (5.9% full service, 1.3% limited
                service, 1.3% extended stay)

         GEOGRAPHIC DISTRIBUTION:

            o   New York: 24.3% of Initial Pool Balance (6.9% excl. NCCB & 1211
                Ave. of Americas)

            o   California: 12.7% of Initial Pool Balance

            o   Washington: 8.9% of Initial Pool Balance

            o   Texas: 6.6% of Initial Pool Balance

            o   Massachusetts: 5.5% of Initial Pool Balance

            o   Florida: 5.0% of Initial Pool Balance

            o   25 other states plus Washington, DC with no other state
                comprising more than 5% of the Initial Pool Balance

--------------------------------------------------------------------------------
Under no circumstances shall the information presented hereby constitute an
offer to sell or the solicitation of an offer to buy any security, nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration, or qualification
for an exemption from such registration, under the securities laws of such
jurisdiction. You have requested that Credit Suisse First Boston Corporation
("CSFB") and Morgan Stanley Dean Witter ("MSDW") provide to you information in
connection with your considering the purchase of certain securities described
herein. The attached information is being provided to you for informative
purposes only in response to your specific request. The information contained
herein has been compiled by CSFB and MSDW from sources that CSFB and MSDW
believe to be reasonably reliable. However, CSFB and MSDW make no representation
or warranty as to the accuracy or completeness of such information and you must
make your own determination as to whether the information is appropriate and
responsive to your request. Any investment decision with respect to the
securities described herein should be made solely on the results of your own due
diligence with respect to the securities and the mortgage loans referred to
herein. This information may not be delivered by you to any other person without
CSFB's and MSDW's prior written consent. CSFB and MSDW may from time to time and
only upon your review of the prospectus and prospectus supplement perform
investment banking services for or solicit investment banking business from any
company named in the information herein. CSFB and MSDW and/or their employees
may from time to time have a long or short position in any contract or security
discussed herein.
--------------------------------------------------------------------------------

<PAGE>

<TABLE>
<CAPTION>
<S>                 <C>                                      <C>                                          <C>
                                                             $1,111,999,815 (approximate)
CREDIT   FIRST                                       Credit Suisse First Boston Mortgage Securities Corp.             NCB
SUISSE   BOSTON      MORGAN STANLEY DEAN WITTER         Commercial Mortgage Pass-Through Certificates      National Cooperative Bank
                                                                    Series 2000 - C1
</TABLE>



         CALL PROTECTION:

            o   100.0% subject to lockout/defeasance at new issue (1)

            o   0.0% subject to yield maintenance at new issue

            o   0.0% subject to either fixed penalties or open to prepayment at
                new issue

         RESERVES(2):

            o   93.9% of the Mortgage Loans have upfront and/or collected
                Replacement Reserve/FF&E escrow requirements

            o   84.1% of the Mortgage Loans secured by office, o retail,
                industrial and mixed-use properties have upfront and/or
                collected Tenant Improvement /Leasing Commission escrow
                requirements

            o   93.4% of the Mortgage Loans have tax escrow requirements

            o   92.6% of the Mortgage Loans have insurance escrow requirements

         COLLATERAL INFORMATION UPDATES:

            o   Certificateholder Reports are expected to be available on the
                World Wide Web at the Trustee's website www.ctslink.com/cmbs and
                will include:

                o   Updated Loan information; and

                o   Detailed Payment and Delinquency information


            o   The Servicers will provide Updated Property Operating and
                Occupancy Information to Certificateholders via the Trustee's
                website at www.ctslink.com/cmbs

         BOND INFORMATION:

            Bond Cashflows are expected to be modeled by:

                o   TREPP (via Bloomberg);

                o   CONQUEST at www.cmbs.com; and

                o   INTEX


         LEHMAN AGGREGATE BOND INDEX:

                o   It is expected that this transaction will be included in the
                    Lehman Aggregate Bond Index


(1)  Excluding Residential Cooperatives.

(2)  EXCLUDING RESIDENTIAL COOPERATIVES, WHICH ARE STRUCTURED AS SINGLE PURPOSE
     ENTITIES AND ARE REQUIRED TO MAINTAIN INTERNAL RESERVES EQUAL TO NOT LESS
     THAN 10% OF ANNUAL MAINTENANCE.

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

--------------------------------------------------------------------------------
Under no circumstances shall the information presented hereby constitute an
offer to sell or the solicitation of an offer to buy any security, nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration, or qualification
for an exemption from such registration, under the securities laws of such
jurisdiction. You have requested that Credit Suisse First Boston Corporation
("CSFB") and Morgan Stanley Dean Witter ("MSDW") provide to you information in
connection with your considering the purchase of certain securities described
herein. The attached information is being provided to you for informative
purposes only in response to your specific request. The information contained
herein has been compiled by CSFB and MSDW from sources that CSFB and MSDW
believe to be reasonably reliable. However, CSFB and MSDW make no representation
or warranty as to the accuracy or completeness of such information and you must


<PAGE>
make your own determination as to whether the information is appropriate and
responsive to your request. Any investment decision with respect to the
securities described herein should be made solely on the results of your own due
diligence with respect to the securities and the mortgage loans referred to
herein. This information may not be delivered by you to any other person without
CSFB's and MSDW's prior written consent. CSFB and MSDW may from time to time and
only upon your review of the prospectus and prospectus supplement perform
investment banking services for or solicit investment banking business from any
company named in the information herein. CSFB and MSDW and/or their employees
may from time to time have a long or short position in any contract or security
discussed herein.
--------------------------------------------------------------------------------



<PAGE>

<TABLE>
<CAPTION>
<S>                 <C>                                      <C>                                          <C>
                                                             $1,111,999,815 (approximate)
CREDIT   FIRST                                       Credit Suisse First Boston Mortgage Securities Corp.             NCB
SUISSE   BOSTON      MORGAN STANLEY DEAN WITTER         Commercial Mortgage Pass-Through Certificates      National Cooperative Bank
                                                                    Series 2000 - C1
</TABLE>



III.     EXECUTIVE SUMMARY

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                   APPROXIMATE
                        INITIAL       % OF                                      ASSUMED
                      CERTIFICATE   AGGREGATE                         INITIAL   WEIGHTED            ASSUMED           RATED
                      BALANCE OR     INITIAL   APPROXIMATE             PASS-    AVERAGE   ASSUMED    FINAL            FINAL
         RATING(A)     NOTIONAL    CERTIFICATE   CREDIT               THROUGH     LIFE   PRINCIPAL DISTRIBUTION    DISTRIBUTION
 CLASS   FITCH/S&P    BALANCE(B)     BALANCE     SUPPORT  DESCRIPTION   RATE   (YEARS)(c) WINDOW     DATE(D)          DATE(E)
----------------------------------------------------------------------------------------------------------------------------------
<S>    <C>           <C>           <C>        <C>        <C>            <C>      <C>      <C>    <C>             <C>
  A-1    AAA/AAA      $184,200,000  16.565%    22.509%    Fixed               %                   July 2008       April 2062
----------------------------------------------------------------------------------------------------------------------------------
  A-2    AAA/AAA      $677,500,000  60.926%    22.509%    Fixed               %                   April 2010      April 2062
----------------------------------------------------------------------------------------------------------------------------------
                                                          Weighted
                                                          Average Net
                                                          Mortgage
                                                          Rate minus
   B     AA/AA         $50,100,000  4.505%     18.004%      %              %(g)                   May 2010        April 2062
----------------------------------------------------------------------------------------------------------------------------------
                                                          Weighted
                                                          Average Net
                                                          Mortgage
                                                          Rate minus
   C     A/A           $44,500,000  4.002%     14.002%      %              %(g)                   May 2010        April 2062
----------------------------------------------------------------------------------------------------------------------------------
                                                          Weighted
                                                          Average Net
                                                          Mortgage
                                                          Rate minus
   D     A-/A-         $15,300,000  1.376%     12.626%      %              %(g)                   May 2010        April 2062
----------------------------------------------------------------------------------------------------------------------------------
Private Certificates(h)
----------------------------------------------------------------------------------------------------------------------------------
                                                          (Component
                                                          Structure)
                                                          Interest
  A-X    AAA/AAAr    $1,111,999,815 NAP        NAP        Only             %(f)                   September 2024  April 2062
----------------------------------------------------------------------------------------------------------------------------------
                                                          Weighted
                                                          Average Net
                                                          Mortgage
   E     BBB/BBB       $29,100,000  2.617%     10.009%    Rate             %(g)                   May 2010        April 2062
----------------------------------------------------------------------------------------------------------------------------------
                                                          Weighted
                                                          Average Net
                                                          Mortgage
   F     BBB-/BBB-     $13,900,000  1.250%     8.759%     Rate             %(g)                   May 2010        April 2062
----------------------------------------------------------------------------------------------------------------------------------
   G     BB+/BB+       $30,600,000  2.752%     6.007%     Fixed               %                   June 2010       April 2062
----------------------------------------------------------------------------------------------------------------------------------
   H     BB/BB         $12,500,000  1.124%     4.883%     Fixed               %                   June 2010       April 2062
----------------------------------------------------------------------------------------------------------------------------------
   J     BB-/BB-        $9,800,000  0.881%     4.002%     Fixed               %                   June 2010       April 2062
----------------------------------------------------------------------------------------------------------------------------------
   K     B+/B+         $11,100,000  0.998%     3.004%     Fixed               %                   June 2010       April 2062
----------------------------------------------------------------------------------------------------------------------------------
   L     B/B            $9,700,000  0.872%     2.131%     Fixed               %                   October 2011    April 2062
----------------------------------------------------------------------------------------------------------------------------------
   M     B-/NR          $8,400,000  0.755%     1.376%     Fixed               %                   July 2014       April 2062
----------------------------------------------------------------------------------------------------------------------------------
   N     NR/NR         $15,299,815  1.376%     0.000%     Fixed               %                   September 2024  April 2062
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
    (a) Ratings shown are those of Fitch, Inc. ("Fitch") and/or Standard and
        Poor's Ratings Services ("S&P"), respectively. Classes marked "NR" will
        not be rated by the applicable rating agency.

    (b) The principal or notional balance of any class may be changed by up to
        5%.

    (c) This is the average amount of time in years between the closing date and
        the payment of each dollar of principal. The Class A-X Certificates do
        not have a principal balance and do not receive principal distributions;
        the weighted average life of this class is based on its notional amount,
        which will decrease as the principal balances of the other classes
        decrease.

    (d) This date was calculated assuming, among other things, that there are no
        voluntary or involuntary prepayments. There may be some voluntary and/or
        involuntary prepayments.

    (e) This date was set at two years after the latest maturity date of any
        mortgage loan which is not a balloon loan or, for any balloon loan, the
        date upon which it would be deemed to mature in accordance with its
        original amortization schedule absent its balloon payment.

    (f) This pass-through rate will change from time to time based on the
        weighted average of the component rates.

    (g) This pass-through rate may change based on the weighted average net
        mortgage rate.

    (h) Not offered hereby.

The Class V-1, Class V-2, Class R and Class LR Certificates are not represented
in this table.

--------------------------------------------------------------------------------
Under no circumstances shall the information presented hereby constitute an
offer to sell or the solicitation of an offer to buy any security, nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration, or qualification
for an exemption from such registration, under the securities laws of such
jurisdiction. You have requested that Credit Suisse First Boston Corporation
("CSFB") and Morgan Stanley Dean Witter ("MSDW") provide to you information in
connection with your considering the purchase of certain securities described
herein. The attached information is being provided to you for informative
purposes only in response to your specific request. The information contained
herein has been compiled by CSFB and MSDW from sources that CSFB and MSDW
believe to be reasonably reliable. However, CSFB and MSDW make no representation
or warranty as to the accuracy or completeness of such information and you must
make your own determination as to whether the information is appropriate and
responsive to your request. Any investment decision with respect to the
securities described herein should be made solely on the results of your own due
diligence with respect to the securities and the mortgage loans referred to
herein. This information may not be delivered by you to any other person without
CSFB's and MSDW's prior written consent. CSFB and MSDW may from time to time and
only upon your review of the prospectus and prospectus supplement perform
investment banking services for or solicit investment banking business from any
company named in the information herein. CSFB and MSDW and/or their employees
may from time to time have a long or short position in any contract or security
discussed herein.
--------------------------------------------------------------------------------

<PAGE>

<TABLE>
<CAPTION>
<S>                 <C>                                      <C>                                          <C>
                                                             $1,111,999,815 (approximate)
CREDIT   FIRST                                       Credit Suisse First Boston Mortgage Securities Corp.             NCB
SUISSE   BOSTON      MORGAN STANLEY DEAN WITTER         Commercial Mortgage Pass-Through Certificates      National Cooperative Bank
                                                                    Series 2000 - C1
</TABLE>



IV.     PREPAYMENT PREMIUM ALLOCATION

         FIXED PREPAYMENT PREMIUMS:

            o   Fixed Prepayment premiums will be distributed on each
                Distribution Date as follows:

                o   25% will be distributed to the Class A-1, A-2, B, C, D, E
                    and F Certificates, pro rata, based upon the amount of
                    principal distributable to each such Class; and

                o   75% will be distributed to the Class A-X Certificates.

         YIELD MAINTENANCE PREPAYMENT PREMIUMS:

            o   Yield Maintenance Prepayment Premiums will be distributed on
                each Distribution Date as follows:

                o   A portion (based on the Base Interest Fraction described
                    below) will be delivered to the Class A-1, A-2, B, C, D, E
                    and F Certificates, pro rata, based upon the amount of
                    principal distributable to each such Class; and

                o   The remainder will be distributed to Class A-X Certificates.

            o   With respect to each Class of Certificates, the "Base Interest
                Fraction" is a fraction having:

                o   A numerator equal to the excess of the Pass-Through Rate on
                    such Class of Certificates over the discount rate used in
                    calculating the yield maintenance charge; and

                o   A denominator equal to the excess of the mortgage rate of
                    the prepaid loan over such discount rate.

         YIELD MAINTENANCE PREPAYMENT PREMIUM EXAMPLE:

            o   The following is an example of the Yield Maintenance Prepayment
                Premium/Allocation described above based on the information
                contained herein and the following assumptions:

                o   Two Classes of Certificates: Class A-1 and A-X

                o   The characteristics of the Mortgage Loan being prepaid are
                    as follows:
                         -Loan Balance: $10,000,000
                         -Mortgage Rate: 8.0%
                         -Maturity Date: 10 years (August 1, 2010)
                         -The Discount Rate is equal to 5.75%
                         -The Class A-1 Pass-Through Rate is equal to 7.00%

<TABLE>
<CAPTION>
                                                              CLASS A-1          CLASS A-X
                METHOD                                        CERTIFICATES      CERTIFICATES
        --------------------------------------------------------------------------------------------
<S>                                                          <C>               <C>
        (Class A-1 Pass Through Rate - Yield Rate)            (7.00%-5.75%)     (100.00%-55.56%)
        ------------------------------------------            -------------
        (Mortgage Rate - Yield Rate)                          (8.00%-5.75%)

        Prepayment Premium Allocation                          55.56%                    44.44%
</TABLE>

--------------------------------------------------------------------------------
Under no circumstances shall the information presented hereby constitute an
offer to sell or the solicitation of an offer to buy any security, nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration, or qualification
for an exemption from such registration, under the securities laws of such
jurisdiction. You have requested that Credit Suisse First Boston Corporation
("CSFB") and Morgan Stanley Dean Witter ("MSDW") provide to you information in
connection with your considering the purchase of certain securities described
herein. The attached information is being provided to you for informative
purposes only in response to your specific request. The information contained
herein has been compiled by CSFB and MSDW from sources that CSFB and MSDW
believe to be reasonably reliable. However, CSFB and MSDW make no representation


<PAGE>
or warranty as to the accuracy or completeness of such information and you must
make your own determination as to whether the information is appropriate and
responsive to your request. Any investment decision with respect to the
securities described herein should be made solely on the results of your own due
diligence with respect to the securities and the mortgage loans referred to
herein. This information may not be delivered by you to any other person without
CSFB's and MSDW's prior written consent. CSFB and MSDW may from time to time and
only upon your review of the prospectus and prospectus supplement perform
investment banking services for or solicit investment banking business from any
company named in the information herein. CSFB and MSDW and/or their employees
may from time to time have a long or short position in any contract or security
discussed herein.
--------------------------------------------------------------------------------


<PAGE>

<TABLE>
<CAPTION>
<S>                 <C>                                      <C>                                          <C>
[LOGO OMITTED]       [LOGO OMITTED]                                                                        [LOGO OMITTED]

                                                             $1,111,999,815 (approximate)
CREDIT   FIRST                                       Credit Suisse First Boston Mortgage Securities Corp.             NCB
SUISSE   BOSTON      MORGAN STANLEY DEAN WITTER         Commercial Mortgage Pass-Through Certificates      National Cooperative Bank
                                                                    Series 2000 - C1
</TABLE>


V.       ADDITIONAL DEAL FEATURES


         PREPAYMENT INTEREST SHORTFALLS:

            o   Any Prepayment Interest Shortfalls that are not offset by the
                Servicing Fee and interest accrued on such prepayments from the
                date of prepayment will be allocated pro rata to each Class of
                Certificates in proportion to the amount of interest accrued on
                such Class on such Distribution Date.

         CONTROLLING CLASS:

            o   The most subordinate Class of Certificates then outstanding that
                has a principal balance at least equal to 25% of the initial
                principal balance of such Class; or

            o   If no such Class exists, the most subordinate Class then
                outstanding.

         SPECIAL SERVICERS / LOAN MODIFICATIONS:

            o   The Special Servicers will be responsible for servicing loans
                that, in general, are in default or are in imminent default and
                for administering REO Properties. The Special Servicers may (if
                in their sole good faith and reasonable judgement, the Special
                Servicers believe such action would maximize the recovery to the
                Certificateholders on a present value basis):

                o   Modify such loans

                o   Extend the date on which any Balloon Payment is scheduled to
                    be due (but not beyond the date three years prior to the
                    Rated Final Distribution Date).

            o   Generally, the Special Servicers will be permitted to modify,
                waive or amend any term of a non-defaulted loan, provided such
                modification, waiver or amendment will not:

                o   Affect the amount or timing of any payments under the loan;

                o   Affect the obligation of the borrower to pay a prepayment
                    premium or yield maintenance prepayment premium or permit a
                    prepayment during a lockout period;

                o   Result in a release of the lien of the related mortgage on
                    any material portion of the mortgaged property without a
                    corresponding principal prepayment; or

                o   Materially impair the security for the loan or reduce the
                    likelihood of timely payment of amounts due thereon.

         PRINCIPAL & INTEREST ADVANCES:

            o   The Master Servicers, will generally be required to advance
                delinquent scheduled payments of principal and interest on the
                Mortgage Loans (excluding any balloon payments, default interest
                or excess interest) and other required amounts through
                liquidation, subject to a recoverability standard. BNY Asset
                Solutions LLC will be responsible to advance delinquent
                scheduled payments of principal and interest on the 1211 Avenue
                of the Americas Loan through maturity.

            o   In the event that the Master Servicers fail to make a required
                advance of delinquent scheduled payments of principal and
                interest, the Trustee will be obligated to make the advance.

         OPTIONAL TERMINATION:

            o   At any time the Trust Fund Balance is equal to or less than 1%
                of the original Trust Fund loan balance, the Trust Fund may be
                terminated and the Certificates retired at the option of:

                o   The Sellers; or, if they decline,

                o   The majority holder of the Controlling Class; or, if it
                    declines,

                o   The Special Servicers; and lastly, the Servicers.

--------------------------------------------------------------------------------
Under no circumstances shall the information presented hereby constitute an
offer to sell or the solicitation of an offer to buy any security, nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration, or qualification
for an exemption from such registration, under the securities laws of such
jurisdiction. You have requested that Credit Suisse First Boston Corporation
("CSFB") and Morgan Stanley Dean Witter ("MSDW") provide to you information in
connection with your considering the purchase of certain securities described
herein. The attached information is being provided to you for informative
purposes only in response to your specific request. The information contained
herein has been compiled by CSFB and MSDW from sources that CSFB and MSDW
believe to be reasonably reliable. However, CSFB and MSDW make no representation
or warranty as to the accuracy or completeness of such information and you must
make your own determination as to whether the information is appropriate and
responsive to your request. Any investment decision with respect to the
securities described herein should be made solely on the results of your own due
diligence with respect to the securities and the mortgage loans referred to
herein. This information may not be delivered by you to any other person without
CSFB's and MSDW's prior written consent. CSFB and MSDW may from time to time and
only upon your review of the prospectus and prospectus supplement perform
investment banking services for or solicit investment banking business from any
company named in the information herein. CSFB and MSDW and/or their employees
may from time to time have a long or short position in any contract or security
discussed herein.
--------------------------------------------------------------------------------

<PAGE>

<TABLE>
<CAPTION>
<S>                 <C>                                      <C>                                          <C>
[LOGO OMITTED]       [LOGO OMITTED]                                                                        [LOGO OMITTED]
                                                             $1,111,999,815 (approximate)
CREDIT   FIRST                                       Credit Suisse First Boston Mortgage Securities Corp.             NCB
SUISSE   BOSTON      MORGAN STANLEY DEAN WITTER         Commercial Mortgage Pass-Through Certificates      National Cooperative Bank
                                                                    Series 2000 - C1
</TABLE>



                           ----------------------------------------------------
                           A-X
                           A-1
                           A-1
                           A-2
                           A-2
      A                    B
      P                    B
      P                    C
      L      C             C
      I      A             D
      E      S             D
      D      H             E
                           E                      [GRAPH OMITTED]
      L      F             F
      O      L             F
      S      O             G
      S      W             G
      E                    H
      S                    H
                           J
                           J
                           K
                           K
                           L
                           L
                           M
                           M
                           N
                           N
                           ----------------------------------------------------
                           0      50     100     150     200     250     300

[ ] Interest
[ ] Principal

(1) The Class A-1, A-2 and A-X certificates will be paid interest on a pro rata
    basis.

(2) The above analysis is based on the Maturity Assumptions and a 0% CPR as
    described in the Prospectus Supplement.


--------------------------------------------------------------------------------
Under no circumstances shall the information presented hereby constitute an
offer to sell or the solicitation of an offer to buy any security, nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration, or qualification
for an exemption from such registration, under the securities laws of such
jurisdiction. You have requested that Credit Suisse First Boston Corporation
("CSFB") and Morgan Stanley Dean Witter ("MSDW") provide to you information in
connection with your considering the purchase of certain securities described
herein. The attached information is being provided to you for informative
purposes only in response to your specific request. The information contained
herein has been compiled by CSFB and MSDW from sources that CSFB and MSDW
believe to be reasonably reliable. However, CSFB and MSDW make no representation
or warranty as to the accuracy or completeness of such information and you must
make your own determination as to whether the information is appropriate and
responsive to your request. Any investment decision with respect to the
securities described herein should be made solely on the results of your own due
diligence with respect to the securities and the mortgage loans referred to
herein. This information may not be delivered by you to any other person without
CSFB's and MSDW's prior written consent. CSFB and MSDW may from time to time and
only upon your review of the prospectus and prospectus supplement perform
investment banking services for or solicit investment banking business from any
company named in the information herein. CSFB and MSDW and/or their employees
may from time to time have a long or short position in any contract or security
discussed herein.
--------------------------------------------------------------------------------


<PAGE>

<TABLE>
<CAPTION>
<S>                 <C>                                      <C>                                          <C>
                                                             $1,111,999,815 (approximate)
CREDIT   FIRST                                       Credit Suisse First Boston Mortgage Securities Corp.             NCB
SUISSE   BOSTON      MORGAN STANLEY DEAN WITTER         Commercial Mortgage Pass-Through Certificates      National Cooperative Bank
                                                                    Series 2000 - C1
</TABLE>



LOCATION - % BY TOTAL PRINCIPAL BALANCE
--------------------------------------------------------------------------------

Massachusetts
6 properties
$60,604,995
5.5% of total

Connecticut
1 property
$8,670,771
0.8% of total

New York
100 properties
$269,744,409
24.3% of total

New Jersey
6 properties
$28,982,426
2.6% of total

Maryland
2 properties
$8,460,793
0.8% of total

Washington, DC                [MAP OF UNITED STATES OMITTED]
3 properties
$51,627,624
4.6% of total

Virginia
3 properties
$20,920,529
1.9% of total

North Carolina
3 properties
$11,704,892
1.1% of total

South Carolina
1 property
$3,241,926
0.3% of total

Georgia
8 properties
$33,364,644
3.0% of total

Florida
12 properties
$56,030,518
5.0% of total

Kentucky
1 property
$11,421,508
1.0% of total

Alabama
2 properties
$26,927,105
2.4% of total

Kansas
6 properties
$25,132,247
2.3% of total

Oklahoma
1 property
$2,757,787
0.2% of total

Texas
18 properties
$72,906,629
6.6% of total

New Mexico
1 property
$7,493,175
0.7% of total

Colorado
1 property
$1,967,606
0.2% of total

Arizona
5 properties
$9,271,649
0.8% of total

California
17 properties
$141,336,965
12.7% of total

Nevada
2 properties
$6,313,632
0.6% of total

Oregon
1 property
$2,730,895
0.2% of total

Washington
6 properties
$99,314,534
8.9% of total

Montana                         [MAP OF UNITED STATES OMITTED]
1 property
$12,671,976
1.1% of total

Minnesota
1 property
$2,958,782
0.3% of total

Illinois
3 properties
$3,015,297
0.3% of total

Michigan
4 properties
$32,592,113
2.9% of total

Indiana
1 property
$29,847,318
2.7 of total

Ohio
2 properties
$9,625,606
0.9% of total

Pennsylvania
4 properties
$30,398,332
2.7% of total

New Hampshire
1 property
$4,970,597
0.4% of total

Hawaii
4 properties
$24,972,537
2.2% of total

-------------------------------------------------------------------------
[ ]       [is less than] 1.00% of Cut-Off Date Allocated Loan Amount

[ ]       1.01% - 5.99% of Cut-Off Date Allocated Loan Amount

[ ]       6.00% - 9.99%  of Cut-Off Date Allocated Loan Amount

[ ]       [is greater than] 9.99% of Cut-Off Date Allocated Loan Amount
-------------------------------------------------------------------------

--------------------------------------------------------------------------------
Under no circumstances shall the information presented hereby constitute an
offer to sell or the solicitation of an offer to buy any security, nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration, or qualification
for an exemption from such registration, under the securities laws of such
jurisdiction. You have requested that Credit Suisse First Boston Corporation
("CSFB") and Morgan Stanley Dean Witter ("MSDW") provide to you information in
connection with your considering the purchase of certain securities described
herein. The attached information is being provided to you for informative
purposes only in response to your specific request. The information contained
herein has been compiled by CSFB and MSDW from sources that CSFB and MSDW
believe to be reasonably reliable. However, CSFB and MSDW make no representation
or warranty as to the accuracy or completeness of such information and you must
make your own determination as to whether the information is appropriate and
responsive to your request. Any investment decision with respect to the
securities described herein should be made solely on the results of your own due
diligence with respect to the securities and the mortgage loans referred to
herein. This information may not be delivered by you to any other person without
CSFB's and MSDW's prior written consent. CSFB and MSDW may from time to time and
only upon your review of the prospectus and prospectus supplement perform
investment banking services for or solicit investment banking business from any
company named in the information herein. CSFB and MSDW and/or their employees
may from time to time have a long or short position in any contract or security
discussed herein.
--------------------------------------------------------------------------------



<PAGE>

<TABLE>
<CAPTION>
<S>                 <C>                                      <C>                                          <C>
                                                             $1,111,999,815 (approximate)
CREDIT   FIRST                                       Credit Suisse First Boston Mortgage Securities Corp.             NCB
SUISSE   BOSTON      MORGAN STANLEY DEAN WITTER         Commercial Mortgage Pass-Through Certificates      National Cooperative Bank
                                                                    Series 2000 - C1
</TABLE>



PROPERTY TYPE - % BY TOTAL PRINCIPAL BALANCE
--------------------------------------------------------------------------------

LESS THAN 2%
Mobile Home Park 1.64%
Unanchored Retail 1.60%
Limited Service Lodging 1.28%
Extended Stay Lodging 1.28%
Assisted Living 1.29%
Self Storage 0.47%


FULL SERVICE LODGING 5.90%

MUTLIFAMILY 8.11%
                                             [PIE CHART OMITTED]
INDUSTRIAL 9.40%

MIXED USE 9.82%

COOPERATIVE RESIDENTIAL 12.06%

ANCHORED RETAIL 19.50%

OFFICE 27.70%


--------------------------------------------------------------------------------
Under no circumstances shall the information presented hereby constitute an
offer to sell or the solicitation of an offer to buy any security, nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration, or qualification
for an exemption from such registration, under the securities laws of such
jurisdiction. You have requested that Credit Suisse First Boston Corporation
("CSFB") and Morgan Stanley Dean Witter ("MSDW") provide to you information in
connection with your considering the purchase of certain securities described
herein. The attached information is being provided to you for informative
purposes only in response to your specific request. The information contained
herein has been compiled by CSFB and MSDW from sources that CSFB and MSDW
believe to be reasonably reliable. However, CSFB and MSDW make no representation
or warranty as to the accuracy or completeness of such information and you must
make your own determination as to whether the information is appropriate and
responsive to your request. Any investment decision with respect to the
securities described herein should be made solely on the results of your own due
diligence with respect to the securities and the mortgage loans referred to
herein. This information may not be delivered by you to any other person without
CSFB's and MSDW's prior written consent. CSFB and MSDW may from time to time and
only upon your review of the prospectus and prospectus supplement perform
investment banking services for or solicit investment banking business from any
company named in the information herein. CSFB and MSDW and/or their employees
may from time to time have a long or short position in any contract or security
discussed herein.
--------------------------------------------------------------------------------

<PAGE>

<TABLE>
<CAPTION>
<S>                 <C>                                      <C>                                          <C>
                                                             $1,111,999,815 (approximate)
CREDIT   FIRST                                       Credit Suisse First Boston Mortgage Securities Corp.             NCB
SUISSE   BOSTON      MORGAN STANLEY DEAN WITTER         Commercial Mortgage Pass-Through Certificates      National Cooperative Bank
                                                                    Series 2000 - C1
</TABLE>



 MORTGAGE LOAN, CREDIT AND CALL
  PROTECTION BY PROPERTY TYPE

<TABLE>
<CAPTION>
                                             PERCENT
                             CUT-OFF DATE      OF                                               WTD. AVG.      WTD. AVG.    RATIO OF
                              PRINCIPAL       TOTAL      WTD. AVG.    WTD. AVG.   WTD. AVG.     REMAINING      REMAINING    LO & YM
PROPERTY TYPE                  BALANCE       BALANCE      COUPON        DSCR         LTV      LO & YM (MOS)    TERM (MOS)    TO TERM
-------------                  -------       -------      ------        ----         ---      -------------    ----------    -------
<S>                          <C>               <C>        <C>          <C>           <C>           <C>            <C>        <C>
OFFICE                       $308,008,141      27.7%      8.201%       1.62x         58%           108            115        93.6%
RETAIL                       $233,747,577      21.0%      7.966%       1.28x         74%           102            109        93.6%
COOPERATIVE                  $134,109,511      12.1%      8.010%       6.06x         27%           119            128        92.7%
MIXED USE                    $109,183,685      9.8%       8.157%       1.33x         67%           99             103        96.1%
INDUSTRIAL                   $104,556,649      9.4%       8.327%       1.27x         68%           114            118        96.2%
HOSPITALITY                  $94,464,680       8.5%       9.029%       1.51x         61%           109            113        96.3%
MULTIFAMILY                  $90,171,400       8.1%       8.402%       1.30x         72%           111            116        95.9%
OTHER                        $37,758,133       3.4%       8.379%       1.27x         66%           108            114        95.3%
(Assisted Living, Mobile
Home, Self Storage)

                            $1,111,999,815    100.0%      8.229%       1.97X         61%           108            114        94.4%
TOTAL/AVG
</TABLE>

--------------------------------------------------------------------------------
Under no circumstances shall the information presented hereby constitute an
offer to sell or the solicitation of an offer to buy any security, nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration, or qualification
for an exemption from such registration, under the securities laws of such
jurisdiction. You have requested that Credit Suisse First Boston Corporation
("CSFB") and Morgan Stanley Dean Witter ("MSDW") provide to you information in
connection with your considering the purchase of certain securities described
herein. The attached information is being provided to you for informative
purposes only in response to your specific request. The information contained
herein has been compiled by CSFB and MSDW from sources that CSFB and MSDW
believe to be reasonably reliable. However, CSFB and MSDW make no representation
or warranty as to the accuracy or completeness of such information and you must
make your own determination as to whether the information is appropriate and
responsive to your request. Any investment decision with respect to the
securities described herein should be made solely on the results of your own due
diligence with respect to the securities and the mortgage loans referred to
herein. This information may not be delivered by you to any other person without
CSFB's and MSDW's prior written consent. CSFB and MSDW may from time to time and
only upon your review of the prospectus and prospectus supplement perform
investment banking services for or solicit investment banking business from any
company named in the information herein. CSFB and MSDW and/or their employees
may from time to time have a long or short position in any contract or security
discussed herein.
--------------------------------------------------------------------------------



<PAGE>

<TABLE>
<CAPTION>
<S>                 <C>                                      <C>                                          <C>
                                                             $1,111,999,815 (approximate)
CREDIT   FIRST                                       Credit Suisse First Boston Mortgage Securities Corp.             NCB
SUISSE   BOSTON      MORGAN STANLEY DEAN WITTER         Commercial Mortgage Pass-Through Certificates      National Cooperative Bank
                                                                    Series 2000 - C1
</TABLE>



CALL PROTECTION BY PREPAYMENT RESTRICTION CATEGORIES
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
<S>  <C>      <C>        <C>       <C>         <C>        <C>        <C>        <C>       <C>        <C>        <C>
100%
 90%
 80%
 70%
 60%
 50%                                         [VERTICAL BAR GRAPH OMITTED]
 40%
 30%
 20%
 10%
  0%
--------------------------------------------------------------------------------
      Jul-00    Jul-01    Jul-02     Jul-03     Jul-04      Jul-05     Jul-06     Jul-07    Jul-08     Jul-09     Jul-10

</TABLE>

[ ] Lockout/Defeasance   [ ] Yield Maintenance  [ ] Percentage Penalty  [ ] Open

Note: May not add up to 100% due to rounding

--------------------------------------------------------------------------------
Under no circumstances shall the information presented hereby constitute an
offer to sell or the solicitation of an offer to buy any security, nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration, or qualification
for an exemption from such registration, under the securities laws of such
jurisdiction. You have requested that Credit Suisse First Boston Corporation
("CSFB") and Morgan Stanley Dean Witter ("MSDW") provide to you information in
connection with your considering the purchase of certain securities described
herein. The attached information is being provided to you for informative
purposes only in response to your specific request. The information contained
herein has been compiled by CSFB and MSDW from sources that CSFB and MSDW
believe to be reasonably reliable. However, CSFB and MSDW make no representation
or warranty as to the accuracy or completeness of such information and you must
make your own determination as to whether the information is appropriate and
responsive to your request. Any investment decision with respect to the
securities described herein should be made solely on the results of your own due
diligence with respect to the securities and the mortgage loans referred to
herein. This information may not be delivered by you to any other person without
CSFB's and MSDW's prior written consent. CSFB and MSDW may from time to time and
only upon your review of the prospectus and prospectus supplement perform
investment banking services for or solicit investment banking business from any
company named in the information herein. CSFB and MSDW and/or their employees
may from time to time have a long or short position in any contract or security
discussed herein.
--------------------------------------------------------------------------------


<PAGE>

<TABLE>
<CAPTION>
<S>                 <C>                                      <C>                                          <C>
                                                             $1,111,999,815 (approximate)
CREDIT   FIRST                                       Credit Suisse First Boston Mortgage Securities Corp.             NCB
SUISSE   BOSTON      MORGAN STANLEY DEAN WITTER         Commercial Mortgage Pass-Through Certificates      National Cooperative Bank
                                                                    Series 2000 - C1
</TABLE>



 COLLATERAL SUMMARY

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>    <C>                     <C>     <C>  <C>            <C>       <C>  <C>                    <C>      <C>
| Run Date:  07/13/10 20.51.16   |Orig Amort Term    Count   Pct |Loan Type      Count     Pct|Seller                  Count     Pct
| Cut-off Balance: 1,111,999,815 |---------------    -----   --- |---------      -----     ---|------                  -----     ---
| Date of Balances:     07/11/00 | 7+ - 10 years        5    .06 |Fixed Rate      211   100.00| CSFB                     77    63.53
| Loan Count:                211 |10+ - 15 years       24   1.81 |----------   ---------------| MSDW                     41    24.80
| Avg Balance:         5,270,141 |15+ - 20 years       13   2.08 |                            | NCB                      93    11.68
| Max Balance:        54,245,305 |20+ - 25 years       37  22.97 |Amort Type     Count     Pct|-------------------------------------
| Min Balance:            97,354 |25+ - 30 years      112  69.18 |----------     -----     ---|
| Gross WAC:               8.229 |30+ - 40 years       13   2.10 |Balloon         108    33.18|Property Type           Pr Cnt    Pct
| Seasoning(Yrs):            .74 |Over 40 years         7   1.81 |Full Am          36     3.68|-------------           ------    ---
| Rem Term (Yrs):           9.54 |Wtd Avg Orig Amort Term: 29.02 |Hyper Am         67    63.14|Office                     25   27.70
| -------------------------------|------------------------------ |----------   ---------------|Retail                     33   21.02
|                                |                               |                            |Cooperative Residential    95   12.06
| Curr Gross Coupon  Count   Pct |Seasoning Term     Count   Pct |LTV            Count     Pct|Mixed Use                  12    9.82
| -----------------  -----   --- |--------------     -----   --- |---            -----     ---|Industrial                 14    9.40
| 6.00% - 6.99%         7   1.37 |12 Mos or less       17  73.16 |50.00% or less    90   15.61|Lodging                    15    8.50
| 7.00% - 7.49%        24  12.54 |1+ - 2 years         33  22.37 |50.01% - 60.00    26   18.66|Multifamily                23    8.11
| 7.50% - 7.99%        47  22.45 |2+ - 3 years          2   4.48 |60.01% - 70.00    31   26.87|Mobile Home Park            5    1.64
| 8.00% - 8.49%        61  28.86 |Wtd Avg. Seas Term:        .74 |70.01% - 75.00    42   26.97|Assisted Living             3    1.29
| 8.50% - 8.99%        47  22.22 |-------------------------------|75.01% - 80.00    22   11.90|Self Storage                2     .47
| 9.00% - 9.49%        20  11.05 |                               |Wtd Avg LTV:           61.03|
| 9.50% - 9.99%         5   1.52 |Remaining Term     Count   Pct |----------------------------|TOTAL
| Wtd Avg. Current Coupon 8.229  |--------------     -----   --- |                            |                          227  100.01
| -------------------------------|4+ - 5 years          1    .30 |UW DSCR        Count     Pct|-------------------------------------
|                                |5+ - 7 years          1   1.10 |-------        -----     ---|
| Curr Balance (000) Count   Pct |7+ - 10 years       175  94.68 |1.10x - 1.19       8    2.55|Location > 1%           Pr Cnt    Pct
| ------------------ -----   --- |10+ - 15 years       25   1.97 |1.20x - 1.24      21   19.21|-------------           ------    ---
| $ 500 or less         34   .79 |15+ - 20 years        7     99 |1.25x - 1.29      24   13.53|New York                   100  24.26
| $ 500+ - 1,000        20  1.31 |20+ - 25 years        2    .96 |1.30x - 1.39      35   25.21|California                  17  12.71
| $ 1,000+ - 2,000      39  5.25 |Wtd Avg. Remaining Term   9.54 |1.40x - 1.49      13   13.70|Washington                   6   8.93
| $ 2,000+ - 3,000      33  7.36 |Antic Repay Term for Hyper Am  |1.50x - 1.99      19   10.25|Texas                       18   6.56
| $ 3,000+ - 4,000      15  4.66 |______________________________ |2.00x and over    91   15.54|Massachusetts                6   5.45
| $ 4,000+ - 5,000      12  4.92 |                               |Wtd Avg DSCR:           1.97|Florida                     12   5.04
| $ 5,000+ - 7,500      22 12.30 |                               |----------------------------|Washington DC                3   4.64
| $ 7,500+ - 10,000     10  7.67 |                               |                            |Georgia                      8   3.00
| $10,000+ - 15,000      9  9.78 |                               |                            |Michigan                     4   2.93
| $15,000+ - 20,000      3  5.07 |                               |                            |Pennsylvania                 4   2.73
| $20,000+ - 30,000      8 16.84 |                               |                            |Indiana                      1   2.68
| $30,000+ - 40,000      2  6.91 |                               |                            |New Jersey                   6   2.61
| $40,000+ - 50,000      3 12.27 |------------------------------ |                            |Alabama                      2   2.42
| $50,000+ - 75,000      1  4.88 |                               |                            |Kansas                       6   2.26
| Avg Curr Balance: $ 5,270,141  |                               |                            |Hawaii                       4   2.25
| -------------------------------|                               |                            |Virginia                     3   1.88
|                                |                               |                            |Montana                      1   1.14
| Top 3 Loans:              14.4 |                               |                            |North Carolina               3   1.05
|                                |                               |                            |Kentucky                     1   1.03
| -------------------------------|                               |                            |-------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

--------------------------------------------------------------------------------
Under no circumstances shall the information presented hereby constitute an
offer to sell or the solicitation of an offer to buy any security, nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration, or qualification
for an exemption from such registration, under the securities laws of such
jurisdiction. You have requested that Credit Suisse First Boston Corporation
("CSFB") and Morgan Stanley Dean Witter ("MSDW") provide to you information in
connection with your considering the purchase of certain securities described
herein. The attached information is being provided to you for informative
purposes only in response to your specific request. The information contained
herein has been compiled by CSFB and MSDW from sources that CSFB and MSDW
believe to be reasonably reliable. However, CSFB and MSDW make no representation
or warranty as to the accuracy or completeness of such information and you must
make your own determination as to whether the information is appropriate and
responsive to your request. Any investment decision with respect to the
securities described herein should be made solely on the results of your own due
diligence with respect to the securities and the mortgage loans referred to
herein. This information may not be delivered by you to any other person without
CSFB's and MSDW's prior written consent. CSFB and MSDW may from time to time and
only upon your review of the prospectus and prospectus supplement perform
investment banking services for or solicit investment banking business from any
company named in the information herein. CSFB and MSDW and/or their employees
may from time to time have a long or short position in any contract or security
discussed herein.
--------------------------------------------------------------------------------


<PAGE>

<TABLE>
<CAPTION>
<S>                 <C>                                      <C>                                          <C>
                                                             $1,111,999,815 (approximate)
CREDIT   FIRST                                       Credit Suisse First Boston Mortgage Securities Corp.             NCB
SUISSE   BOSTON      MORGAN STANLEY DEAN WITTER         Commercial Mortgage Pass-Through Certificates      National Cooperative Bank
                                                                    Series 2000 - C1
</TABLE>


--------------------------------------------------------------------------------
                                 THE SELIG LOANS
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                Loan Information
--------------------------------------------------------------------------------

PRINCIPAL BALANCE(1):       ORIGINAL          CUT-OFF DATE
                        --------------------  --------------
                          $ 62,850,000         $62,411,711

ORIGINATION DATE:       April 27, 1999
INTEREST RATE:          7.99%
AMORTIZATION:           360 months
ARD:                    May 11, 2009
ARD BALANCE:            $56,443,363

HYPERAMORTIZATION:      After the ARD, the interest rate
                        increases by 2.00% to 9.99% and all
                        excess cash flow is used to reduce the
                        outstanding principal balance; the
                        additional 2% interest is deferred
                        until the principal balance is zero

MATURITY DATE:          May 11, 2029
BORROWER (SPECIAL       Selig Real Estate Holdings Eleven, L.L.C., and Selig
PURPOSE ENTITY):        Real Estate Holdings Sixteen, L.L.C., single asset
                        entities the boards of both of which contain an
                        independent director; a non-consolidation opinion was
                        obtained in connection with origination

CALL PROTECTION:        Two-year prepayment lockout from the
                        date of securitization with U.S.
                        Treasury defeasance thereafter until
                        two months prior to the ARD
CUT-OFF DATE
LOAN PER SQUARE
FOOT(1):                $125

UP-FRONT RESERVES(1):   Cap Ex:                         $19,250
                        TI & LC:                       $350,000

ONGOING RESERVES(1):    CapEx(2):                           Yes
                        TI & LC(2):                         Yes
                        Real Estate Taxes &
                        Insurance Reserve(3):               Yes

LOCKBOX:                Hard
MEZZANINE:              Yes

--------------------------------------------------------------------------------
                              Property Information
--------------------------------------------------------------------------------

SINGLE ASSET/PORTFOLIO: Portfolio of 2 Assets
PROPERTY TYPE:          Office
LOCATION:               Seattle, WA

YEAR BUILT/RENOVATED:   190 Queen Anne Bldg.     1974/1985
                        1000 Second Ave.         1986

OCCUPANCY (4):          190 Queen Anne Bldg.     99%
                        1000 Second Ave.         98%

THE COLLATERAL:         One 40-story office building and one
                        5-story office building
FEE OR LEASEHOLD:       Fee

1000 2ND AVE                                  LEASE
MAJOR TENANTS           NRSF      % OF NRA  EXPIRATION
-------------           ----      --------  ----------
U.S. Customs            52,604     12.6%     3/31/01
Immune Corporation      33,130      8.0%     12/31/03
Washington Mutual       15,367      3.7%     7/31/00

190 QUEEN ANNE                                LEASE
MAJOR TENANTS           NRSF      % of NRA  EXPIRATION
-------------           ----      --------  ----------
The Dial                33,844     41.2%     4/26/05
Seattle Super Sonics    19,045     23.2%     7/31/00    (5)
KSR Radio               14,217     17.3%     7/31/00    (5)

SQUARE FOOTAGE(1):      498,875
PROPERTY MANAGEMENT:    Self Managed

1999 NET OPERATING
INCOME(1):              $7,773,385

UNDERWRITTEN NET CASH
FLOW(1):                $8,249,516
APPRAISED VALUE(1):     $95,800,000

CUT-OFF DATE LTV(1):    65.2%
ARD LTV(1):             58.9%
DSCR(1):                1.49

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

(1)  For the Selig Loans in the aggregate.

(2)  The Selig Borrowers are required to escrow $93,333.00 on a monthly basis
     ($2.25/SF annually) into a tenant improvement and leasing commission
     reserve and $8,143.00 on a monthly basis ($0.20/SF annually) into a CapEx
     reserve.

(3)  The Selig Borrowers are required to make monthly payments into a tax and
     insurance escrow fund in an amount sufficient to accumulate funds needed to
     pay (i) all taxes prior to their respective due dates and (ii) insurance
     premiums prior to the expiration thereof.

(4)  Occupancy is based on the June 2, 2000 rent rolls for 1000 2nd Avenue and
     the May 8, 2000 rent roll for 190 Queen Anne.

(5)  The Selig Borrower has pre-leased the space with respect to this property
     pursuant to signed leases at rent above the current rent.

<PAGE>

<TABLE>
<CAPTION>
<S>                 <C>                                      <C>                                          <C>
                                                             $1,111,999,815 (approximate)
CREDIT   FIRST                                       Credit Suisse First Boston Mortgage Securities Corp.             NCB
SUISSE   BOSTON      MORGAN STANLEY DEAN WITTER         Commercial Mortgage Pass-Through Certificates      National Cooperative Bank
                                                                    Series 2000 - C1
</TABLE>


--------------------------------------------------------------------------------
                        1211 AVENUE OF THE AMERICAS LOAN
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                Loan Information
--------------------------------------------------------------------------------

PRINCIPAL BALANCE:          ORIGINAL          CUT-OFF DATE
                        --------------------  --------------
                           $50,000,000         $50,000,000

ORIGINATION DATE:       April 5, 2000
INTEREST RATE:          7.75%
AMORTIZATION:           300 months (after 5 years of interest only)
ARD:                    April 9, 2010
ARD BALANCE:            $42,687,901
HYPERAMORTIZATION:      After the ARD, the interest rate increases by 2.00% to
                        9.75% and a pro rata portion of all excess cash flow is
                        used to reduce the outstanding principal balance; the
                        additional 2% interest is deferred until the principal
                        balance is zero

MATURITY DATE:          April 9, 2030
BORROWER (SPECIAL       JT 1211, L.P., general partner of which is a special
PURPOSE ENTITY):        purpose entity, the board of which contains two
                        independent directors; a non-consolidation opinion was
                        obtained in connection with origination

CALL PROTECTION:        Two-year prepayment lockout from the date of
                        securitization with U.S. Treasury defeasance thereafter
                        until six months prior to the ARD
CUT-OFF DATE
LOAN PER SQUARE
FOOT(3):                $104


UP-FRONT RESERVES(4):   CapEx:                         $142,750
                        TI & LC:                     $5,824,949
                        Free Rent Escrow Fund:      $10,684,008


ONGOING RESERVES(4):    CapEx(1):                           Yes
                        TI & LC(1):                         Yes
                        Real Estate Taxes &
                        Insurance Reserve(2):               Yes

LOCKBOX:                Hard
MEZZANINE:              No


--------------------------------------------------------------------------------
                              Property Information
--------------------------------------------------------------------------------



SINGLE ASSET/PORTFOLIO: Single Asset
PROPERTY TYPE:          Office

LOCATION:               New York, NY
YEAR BUILT/RENOVATED:   1973/1995
OCCUPANCY(5):           100%
THE COLLATERAL:         44-story office building
FEE OR LEASEHOLD:       Fee
                                              LEASE
MAJOR TENANTS           NRSF      % OF NRA  EXPIRATION
-------------           ----      --------  ----------
News Corp               652,874     35.5%    11/01/15
Chase Manhattan         471,675     25.6%    3/31/10
CIT                     180,830      9.8%    12/31/08

SQUARE FOOTAGE(4):      1,839,384

PROPERTY MANAGEMENT:    Rockefeller Group Management
                        (day-to-day management)
                        Kennedy-Wilson (leasing management)

1999 NET OPERATING
INCOME(4):              $40,260,000

UNDERWRITTEN NET CASH
FLOW(4):                $48,319,000

APPRAISED VALUE(4):     $695,000,000

CUT-OFF DATE LTV(3):    27.5%

ARD LTV(3):             25.3%

DSCR(3):                2.79

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

(1)  The 1211 Avenue of the Americas Borrower is required to escrow $61,541.67
     on a monthly basis ($0.40/SF annually) into a CapEx reserve.

(2)  The 1211 Avenue of the Americas borrower is required to make monthly
     payments into a tax and insurance escrow fund in an amount sufficient to
     accumulate funds needed to pay (i) all taxes prior to their respective due
     dates and (ii) insurance premiums prior to the expiration thereof.

(3)  Calculated based upon the 1211 Avenue of the Americas Loan plus the 1211
     Avenue of the Americas Component A.

(4)  Calculated based upon the 1211 Avenue of the Americas Whole Loan.

(5)  Occupancy is based on the April 1, 2000 rent roll.


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

<PAGE>

<TABLE>
<CAPTION>
<S>                 <C>                                      <C>                                          <C>
                                                             $1,111,999,815 (approximate)
CREDIT   FIRST                                       Credit Suisse First Boston Mortgage Securities Corp.             NCB
SUISSE   BOSTON      MORGAN STANLEY DEAN WITTER         Commercial Mortgage Pass-Through Certificates      National Cooperative Bank
                                                                    Series 2000 - C1
</TABLE>




--------------------------------------------------------------------------------
                   IPC RETAIL PORTFOLIO/NORMANDIE VILLAGE LOAN
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                Loan Information
--------------------------------------------------------------------------------


PRINCIPAL BALANCE(1):       ORIGINAL          CUT-OFF DATE
                        --------------------  --------------
                           $49,081,603         $48,165,130

ORIGINATION DATE:       May 19, 1998 and September 1, 1998

INTEREST RATE:          IPC Retail:                    7.25%
                        Normandie Village Note A:      6.66%
                        Normandie Village Note B:      6.66%

AMORTIZATION:           IPC Retail:               360 months
                        Normandie Village Note A: 357 months
                        Normandie Village Note B: 357 months

ARD:                    June 11, 2008
ARD BALANCE:            $43,023,558

HYPERAMORTIZATION:      After the ARD, the interest rate
                        increases by 2.00% to 9.25%  and 8.66%
                        and all excess cash flow is used to
                        reduce the outstanding principal
                        balances; the additional 2% interest
                        is deferred until the principal
                        balance is zero

MATURITY DATE:          June 11, 2028

BORROWER (SPECIAL       IPC Retail Properties, LLC, and
PURPOSE ENTITY):        Normandie Village Associates, L.P.,
                        managing member of a managing member
                        of each of which is a special purpose
                        entity, the board of which contains an
                        independent director;
                        non-consolidation opinions were
                        obtained in connection with origination


CALL PROTECTION:        Two-year prepayment lockout from the
                        date of securitization with U.S.
                        Treasury defeasance thereafter until
                        six months prior to the ARD

CUT-OFF DATE
LOAN PER SQUARE FOOT:   $63

UP-FRONT RESERVES(1)::  CapEx(4):           $687,130

ONGOING RESERVES(1):    CapEx(2):                           Yes
                        TI & LC(2):                         Yes
                        Real Estate Taxes &
                        Insurance Reserve(3):               Yes

LOCKBOX:                Hard

PARTIAL DEFEASANCE:     Yes; Release Price of 125% of Property
                        Release Amount

MEZZANINE:              No


--------------------------------------------------------------------------------
                              Property Information
--------------------------------------------------------------------------------


SINGLE ASSET/PORTFOLIO: Portfolio of 5
                        Assets
PROPERTY TYPE:          Retail
LOCATION:               Walpole, MA/Louisville, KY/Wichita, KS
PROPERTY                YEAR BUILT/RENOVATED    OCCUPANCY(5)
--------                --------------------    ------------
Walpole Mall                 1972/1998              97.0%
Comotara                        1998               100.0%
Brittany                        1984                89.0%
Hurstbourne Forum            1986/1998              88.0%
Normandie Village            1968/1998              96.0%

THE COLLATERAL:         Five retail properties
FEE OR LEASEHOLD:       Fee

WALPOLE MALL                                  LEASE
MAJOR TENANTS                NRSF % OF NRA  EXPIRATION
-------------                ---- --------  ----------
Bradlees                  102,445  36.3%     10/30/04
Office Max                 28,427  10.1%     1/31/10
Barnes & Noble             27,831   9.9%     9/30/13

COMOTARA                                      LEASE
MAJOR TENANTS                NRSF % OF NRA  EXPIRATION
-------------                ---- --------  ----------
Olive Tree                 20,000  36.0%     7/31/06
Prairie View                7,615  13.7%     12/31/01
Old English Pine            6,253  11.3%     3/31/01

BRITTANY                                      LEASE
MAJOR TENANTS                NRSF % OF NRA  EXPIRATION
-------------                ---- --------  ----------
Hobby Lobby                40,218  19.9%     10/31/03
American Drug              25,535  12.6%     5/25/05
Triathlon Broadcasting     13,920   6.9%      3/5/05

HURSTBOURNE FORUM                             LEASE
MAJOR TENANTS                NRSF % OF NRA  EXPIRATION
-------------                ---- --------  ----------
Cherry House               27,776  20.4%     1/31/08
Contemporary Galleries     18,917  13.9%     4/30/05
Jos. A Banks                8,084   5.9%     1/31/04

NORMANDIE VILLAGE                             LEASE
MAJOR TENANTS                NRSF % OF NRA  EXPIRATION
-------------                ---- --------  ----------
Star Lumber                27,104  29.7%     2/28/08
Gessler Drug               10,778  11.8%     6/30/03
Whole Foods                 4,230   4.6%     11/30/04

SQUARE FOOTAGE(1):      766,467
PROPERTY MANAGEMENT:    Self Managed
1999 NET OPERATING
INCOME(1):              $6,416,893
UNDERWRITTEN NET CASH
FLOW(1):                $5,324,330
APPRAISED VALUE(1):     $64,600,000
CUT-OFF DATE LTV(1):    74.6%
ARD LTV(1):             66.6%
DSCR(1):                1.33

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

(1)  For the IPC Retail Portfolio/Normandie Village Properties in the aggregate.

(2)  The IPC Retail Portfolio/Normandie Borrower is required to escrow $25,484
     on a monthly basis ($0.40/SF annually) into a tenant improvement and
     leasing commission reserve and $10,223 on a monthly basis ($0.16/SF
     annually) into a CapEx reserve (an additional amount up to $6,738 per month
     is required to be deposited from any excess cashflow (net of debt service
     and other required reserves) into an additional CapEx reserve).

(3)  The IPC Retail Portfolio/Normandie Village Borrower is required to make
     monthly payments into a tax and insurance escrow fund in an amount
     sufficient to accumulate funds needed to pay (i) all taxes prior to their
     respective due dates and (ii) insurance premiums prior to the expiration
     thereof pay all taxes and insurance premiums 30 days before they become
     due.


<PAGE>

<TABLE>
<CAPTION>
<S>                 <C>                                      <C>                                          <C>
                                                             $1,111,999,815 (approximate)
CREDIT   FIRST                                       Credit Suisse First Boston Mortgage Securities Corp.             NCB
SUISSE   BOSTON      MORGAN STANLEY DEAN WITTER         Commercial Mortgage Pass-Through Certificates      National Cooperative Bank
                                                                    Series 2000 - C1
</TABLE>


--------------------------------------------------------------------------------
                      HASTINGS VILLAGE SHOPPING CENTER LOAN
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                Loan Information
--------------------------------------------------------------------------------



PRINCIPAL BALANCE:          ORIGINAL          CUT-OFF DATE
                        --------------------  --------------
                           $44,000,000         $44,000,000

ORIGINATION DATE:       March 31, 2000

INTEREST RATE:          8.13%

AMORTIZATION:           360 months

ARD:                    April 11, 2010

ARD BALANCE:            $40,110,523

HYPERAMORTIZATION:      After the ARD, the interest rate
                        increases by 2.00% to 10.13% and all
                        excess cash flow is used to reduce the
                        outstanding principal balance; the
                        additional 2% interest is deferred
                        until the principal balance is zero

MATURITY DATE:          April 11, 2031

BORROWER (SPECIAL
PURPOSE ENTITY):        Hastings Village Investment Company
                        L.P., general partner of which  is a
                        special purpose entity, the board of
                        which contains an independent
                        director; a non-consolidation opinion
                        was obtained in connection with the
                        origination

CALL PROTECTION:        Two-year prepayment lockout from the
                        date of securitization with U.S.
                        Treasury defeasance thereafter until
                        three months prior to the ARD

CUT-OFF DATE
LOAN PER SQUARE FOOT:   $142

UP-FRONT RESERVES:      CapEx:                        $33,125

ONGOING RESERVES:       CapEx(2):                         Yes
                        TI & LC(2):                       Yes
                        Real Estate Taxes
                        & Insurance
                        Reserve(1):                       Yes
                        Ground Lease:                     Yes

LOCKBOX:                Hard

MEZZANINE:              No


--------------------------------------------------------------------------------
                              Property Information
--------------------------------------------------------------------------------


SINGLE ASSET/PORTFOLIO: Single Asset

PROPERTY TYPE:          Retail

LOCATION:               Pasadena, CA

YEAR BUILT/RENOVATED:   1998

OCCUPANCY(3):           98%

THE COLLATERAL:         16-building anchored retail center

FEE OR LEASEHOLD:       Fee and Leasehold

                                              LEASE
MAJOR TENANTS           NRSF      % OF NRA  EXPIRATION
-------------           ----      --------  ----------
Best Buy                46,525     15.0%     9/30/13
Sears Homelife          42,625      13.8     12/3/09
Chick's Sporting Goods  42,576      13.8     11/5/18

SQUARE FOOTAGE:         309,486

PROPERTY MANAGEMENT:    Self Managed

1999 NET OPERATING
INCOME:                 $3,979,493

UNDERWRITTEN NET CASH
FLOW:                   $4,741,440

APPRAISED VALUE:        $56,000,000

CUT-OFF DATE LTV:       78.6%

ARD LTV:                71.6%

DSCR:                   1.21

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

(1)  The Hastings Village Shopping Center Borrower is required to make monthly
     payments into a tax and insurance escrow fund in an amount sufficient to
     accumulate funds needed to pay (i) all taxes prior to their respective due
     date and (ii) insurance premiums prior to the expiration thereof.

 (2) The Hastings Village Shopping Center Borrower is required to escrow
     $5,603.50 on a monthly basis ($0.22/SF annually) into a tenant improvement
     and leasing commission reserve, $3,862.50 on a monthly basis ($0.15/SF
     annually) into a CapEx reserve and $4,560.00 on a monthly basis into a
     Ground Lease Escrow Fund.

(3)  Occupancy is based on the March 1, 2000 rent roll.



<PAGE>

<TABLE>
<CAPTION>
<S>                 <C>                                      <C>                                          <C>
                                                             $1,111,999,815 (approximate)
CREDIT   FIRST                                       Credit Suisse First Boston Mortgage Securities Corp.             NCB
SUISSE   BOSTON      MORGAN STANLEY DEAN WITTER         Commercial Mortgage Pass-Through Certificates      National Cooperative Bank
                                                                    Series 2000 - C1
</TABLE>


--------------------------------------------------------------------------------
                      CRYSTAL PAVILION/PETRY BUILDING LOAN
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                Loan Information
--------------------------------------------------------------------------------


PRINCIPAL BALANCE(1):       ORIGINAL          CUT-OFF DATE
                        --------------------  --------------
                           $40,000,000         $39,892,258

ORIGINATION DATE:       June 15, 1998
INTEREST RATE:          7.325%
AMORTIZATION:           348 months
ARD:                    July 15, 2008
ARD BALANCE(1):         $35,256,327

HYPERAMORTIZATION:      After the ARD, the interest rate
                        increases by 2.00% to 9.325% and a pro
                        rata portion of all excess cash flow
                        is used to reduce the outstanding
                        principal balance; the additional 2%
                        interest is deferred until the
                        principal balance is zero
MATURITY DATE:          July 11, 2028
BORROWER (SPECIAL       Madison Third Building Companies LLC, the
PURPOSE ENTITY):        managing member of which is a special purpose entity,
                        the board of which contains an independent director; a
                        non-consolidation opinion was obtained in connection
                        with origination
CALL PROTECTION:        Two-year prepayment lockout from the
                        date of securitization with U.S.
                        Treasury defeasance thereafter until
                        two months prior to the ARD
CUT-OFF DATE
LOAN PER SQUARE
FOOT(6):                $137

UP-FRONT RESERVES(6):   CapEx:                         $135,063
                        Environmental:                   $7,500

ONGOING RESERVES(6):    CapEx(3):                         Yes
                        TI & LC(3):                       Yes
                        Real Estate Taxes
                        & Insurance
                        Reserve(4):                       Yes
LOCKBOX:                Hard
PARTIAL DEFEASANCE:     Yes; Release Price of 125% of Property
                        Release Amount
MEZZANINE:              Yes

--------------------------------------------------------------------------------
                              Property Information
--------------------------------------------------------------------------------


SINGLE ASSET/PORTFOLIO: Portfolio of 2 Assets
PROPERTY TYPE:          Office
LOCATION:               New York, NY
YEAR BUILT/RENOVATED:   Crystal Pavilion   1983/1995
                        Petry Building     1959/1986
OCCUPANCY(5):           Crystal Pavilion   99%
                        Petry Building     96%

THE COLLATERAL:         Two office buildings

FEE OR LEASEHOLD:       Fee

CRYSTAL PAVILION:                             LEASE
MAJOR TENANTS             NRSF    % OF NRA  EXPIRATION
-------------             ----    --------  ----------
Bozell Inc.             235,021    39.6%     6/30/07
Baker & MacKenzie        77,701    13.0%     6/30/08
Andrews & Kurth, LLP     23,500     4.0%     7/31/03

PETRY BUILDING:                               LEASE
MAJOR TENANTS             NRSF    % OF NRA  EXPIRATION
-------------             ----    --------  ----------
Petry T.V.               88,011     31.1%    12/31/15
The Gap Inc.             65,896     23.3%    12/31/06
Square Alphen            61,200     21.6%    6/30/08

SQUARE FOOTAGE(6):      876,625

PROPERTY MANAGEMENT:    Self Managed

1999 NET OPERATING
INCOME(6):              $16,139,617

UNDERWRITTEN NET CASH
FLOW(6):                $15,079,621

APPRAISED VALUE(6):     $218,000,000
CUT-OFF DATE LTV(6):    54.9%
ARD LTV(6) (7):         49%
DSCR(6) (7):            1.48

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

(1) For the Crystal Pavilion/Petry Building Note A only.

(2)  Existing notes in the aggregate original principal amount of $120,000,000
     were consolidated on June 2, 1998. The consolidated note was split into the
     Crystal Pavilion/Petry Building Note A, Crystal Pavilion/Petry Building
     Note B Crystal Pavilion/Petry Building Note C and Crystal Pavilion/Petry
     Building Note D as of April 11, 2000.

(3)  The Crystal Pavilion/Petry Building Borrower is required to escrow
     $193,741.09 on a monthly basis ($2.65/SF annually) into a tenant
     improvement and leasing commission reserve and $14,587.27 on a monthly
     basis ($0.20/SF annually) into a CapEx reserve.

(4)  The Crystal Pavilion/Petry Building Borrower is required to make monthly
     payments into a tax and insurance escrow fund in an amount sufficient to
     accumulate funds needed to pay (i) all taxes prior to their respective due
     dates and (ii) insurance premiums prior to the expiration thereof.

(5)  Occupancy is based on the May 1,  2000 rent roll.

(6)  Aggregate of Crystal Pavilion and Petry Building.

(7) Calculated based on the entire Crystal Pavilion/Petry Building Whole Loan.


<PAGE>



<TABLE>
<CAPTION>
<S>                 <C>                                      <C>                                          <C>
                                                             $1,111,999,815 (approximate)
CREDIT   FIRST                                       Credit Suisse First Boston Mortgage Securities Corp.             NCB
SUISSE   BOSTON      MORGAN STANLEY DEAN WITTER         Commercial Mortgage Pass-Through Certificates      National Cooperative Bank
                                                                    Series 2000 - C1
</TABLE>


--------------------------------------------------------------------------------
                                  L'ENFANT LOAN
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                Loan Information
--------------------------------------------------------------------------------


PRINCIPAL BALANCE:          ORIGINAL          CUT-OFF DATE
                        --------------------  --------------
                           $37,500,000         $36,969,933

ORIGINATION DATE:       September 18, 1998
INTEREST RATE:          7.64%
AMORTIZATION:           360 months
ARD:                    October 11, 2008
ARD BALANCE(1):         $33,249,718
HYPERAMORTIZATION:      After the ARD, the interest rate
                        increases by 2.00% to 9.64% and a pro
                        rata portion of all excess cash flow
                        is used to reduce the outstanding
                        principal balance; the additional 2%
                        interest is deferred until the
                        principal balance is zero
MATURITY DATE:          October 11, 2028
BORROWER (SPECIAL       Potomac Creek Associates, L.P.,
PURPOSE ENTITY):        general partner of which is a single
                        purpose, bankruptcy remote entity, the board of which
                        contains an independent director; a non-consolidation
                        opinion was obtained in connection with origination
CALL PROTECTION:        Two-year prepayment lockout from the
                        date of securitization with U.S.
                        Treasury defeasance thereafter until
                        two months prior to the ARD
CUT-OFF DATE
LOAN PER UNIT(8):       $133 on Office Component
                        $83,660 Per Room on Hotel Component
UP-FRONT RESERVES(8):   CapEx:                      $10,000,000
                        Large Lease Escrow Fund:     $8,000,000
                        Small Lease Escrow Fund:     $2,000,000
ONGOING RESERVES(8):    CapEx(2):                           Yes
                        Real Estate Taxes &
                        Insurance Reserve(3):               Yes
                        Monthly Large Lease
                        Escrow Fund (per
                        annum)(4):                          Yes
                        Monthly Small Lease
                        Escrow Fund (per
                        annum)(5):                          Yes
LOCKBOX:                Hard
MEZZANINE LOAN AND
PREFERRED EQUITY
INTEREST:               Yes
PARTIAL DEFEASANCE:     Yes (Release price of 125% of Property
                        Release Amount).

--------------------------------------------------------------------------------
                              Property Information
--------------------------------------------------------------------------------



SINGLE ASSET/PORTFOLIO: Portfolio of 3 Assets
PROPERTY TYPE:          Mixed Use
LOCATION:               Washington, DC
YEAR BUILT/RENOVATED:   L'Enfant--North Building      1968/1990
                        L'Enfant--East Building       1972/1990
                        L'Enfant--Center Building     1972/1990

OCCUPANCY(6):           Office Component & Retail    93%
                        Hotel Component              77%

THE COLLATERAL:         One office property (consisting of
                        three buildings) and one hotel

FEE OR LEASEHOLD:       Fee and Leasehold(7)
                                              LEASE
MAJOR TENANTS (OFFICE)  NRSF      % OF NRA  EXPIRATION
----------------------  ----      --------  ----------
General Service
Administration          287,179    32.3%     06/30/01
Smithsonian             181,158    20.4%     04/30/03
U.S. Postal Service     139,270    15.7%     06/11/08

SQUARE FOOTAGE          889,438
(OFFICE):

NUMBER OF ROOMS
(HOTEL):                370

PROPERTY MANAGEMENT:    Sarakreek Management Partners LLC
                        (Office Portion)
                        Loews Hotel, Inc. (Hotel Portion)

1999 NET OPERATING
INCOME(8):              $20,289,597

UNDERWRITTEN NET CASH
FLOW(8):                $17,748,918

APPRAISED VALUE:        $22,608,434

CUT-OFF DATE LTV(8):    65.4%
ARD LTV(8):             58.9%
DSCR:                   1.37

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

(1)  For L'Enfant Note B-2 only.

(2)  The L'Enfant Borrower is also required, to the extent that the deposit
     balance falls below approximately $420,000, to make monthly deposits into
     the replacement escrow fund in an amount equal to the greater of (i)
     $34,953 per month, and (ii) the amount per month required for the
     maintenance and repair of the L'Enfant Property as determined by an
     engineering report reasonably satisfactory to the CSFB Mortgage Loan
     Seller. As of the Cut-off Date, $4,699,302 was on deposit in the capital
     expenditure reserve.

(3)  The L'Enfant Borrower is required to make monthly payments into a tax and
     insurance escrow fund in an amount sufficient to accumulate funds needed to
     pay (i) all taxes prior to their respective due dates and (ii) insurance
     premiums prior to the expiration thereof.

(4)  The L'Enfant Borrower is required to fund such account monthly in the
     amount of $83,333 until September 11, 2001.

(5)  The L'Enfant Borrower is required to fund such account monthly in the
     amount of $166,667 commencing on October 11, 2001.

(6)  Occupancy is based on the May 1, 2000 rent roll for the office component
     and on the L'Enfant Borrower's operating statement dated May 31, 2000 for
     the hotel component.
(7)  The L'Enfant Borrower has a lease with the District of Columbia
     Redevelopment Land Agency for the portion of space over and under a street
     that runs through the L'Enfant Property; such lease expires in 2064.
(8)  Applies to L'Enfant Whole Loan.


<PAGE>


<TABLE>
<CAPTION>
<S>                 <C>                                      <C>                                          <C>
                                                             $1,111,999,815 (approximate)
CREDIT   FIRST                                       Credit Suisse First Boston Mortgage Securities Corp.             NCB
SUISSE   BOSTON      MORGAN STANLEY DEAN WITTER         Commercial Mortgage Pass-Through Certificates      National Cooperative Bank
                                                                    Series 2000 - C1
</TABLE>

--------------------------------------------------------------------------------
                        THE CLAYPOOL EMBASSY SUITES LOAN
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                Loan Information
--------------------------------------------------------------------------------


PRINCIPAL BALANCE:          ORIGINAL          CUT-OFF DATE
                        --------------------  --------------
                           $30,000,000         $29,847,318

ORIGINATION DATE:       December 15, 1999

INTEREST RATE:          8.85%

AMORTIZATION:           300 months

ARD:                    January 1, 2010

ARD BALANCE:            $25,320,702

HYPERAMORTIZATION:      After the ARD, the interest rate
                        increases to the greater of 13.85% and
                        Treasury plus 5% and all excess cash
                        flow is used to reduce the outstanding
                        principal balance; the additional
                        interest is deferred until the
                        principal balance is zero

MATURITY DATE:          January 1, 2025

BORROWER (SPECIAL       Claypool Holdings, LLC, a single member LLC, the
PURPOSE ENTITY):        board of managers of which contains two independent
                        directors; a non-consolidation opinion was obtained in
                        connection with origination

CALL PROTECTION:        Two-year prepayment lockout from the
                        date of securitization with U.S.
                        Treasury defeasance thereafter until
                        three months prior to the ARD
CUT-OFF DATE
LOAN PER ROOM:          $82,909
UP-FRONT RESERVES:      Real Estate Tax:               $272,595
ONGOING RESERVES:       CapEx(1):                           Yes
                        TI & LC(1):                         Yes
                        Real Estate Tax(2):                 Yes
                        FF&E(3):                             No
LOCKBOX:                Springing
MEZZANINE:              No

--------------------------------------------------------------------------------
                              Property Information
--------------------------------------------------------------------------------


SINGLE ASSET/PORTFOLIO: Single Asset

PROPERTY TYPE:          Hotel

LOCATION:               Indianapolis, IN

YEAR BUILT/RENOVATED:   1983/1995

OCCUPANCY(4):           71.3%

THE COLLATERAL:         One hotel with three floors of office
                        and retail space

FEE OR LEASEHOLD:       Fee

SQUARE FOOTAGE:         391,423

NUMBER OF ROOMS:        360

PROPERTY MANAGEMENT:    Promus Hotels, Inc. (now Hilton Hotels
                        Corporation)

                        M.S. Management and Retail Associates
                        (Indiana), Inc. (for Ballroom and
                        Retail Space)

1999 NET OPERATING      $5,904,364
INCOME:

UNDERWRITTEN NET CASH   $4,730,075
FLOW:

APPRAISED VALUE:        $53,000,000

CUT-OFF DATE LTV:       56.3%

ARD LTV:                47.8%

DSCR:                   1.59

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

(1)  The Claypool Borrower is required to escrow $2,667 on a monthly basis
     ($0.41/SF annually) for retail and office space into a tenant improvement
     and leasing commission reserve and $1,000 on a monthly basis ($0.15/SF
     annually) for retail and office space into a CapEx reserve. The balance of
     the tenant improvement and leasing commission reserve is capped at
     $175,000.

(2)  The Claypool Borrower is required to make monthly payments into a real
     estate tax escrow fund in an amount sufficient to accumulate funds needed
     to pay all taxes prior to their respective due date.

(3)  The FF&E reserve fund requirement is waived so long as the Claypool
     Borrower maintains a similarly funded account with the hotel management
     company.

(4)  Occupancy is based on the Claypool Borrower's December 31, 1999 operating
     statement and reflects average hotel occupancy for the preceding twelve
     month period. According to a rent roll dated May 31, 2000, the
     retail/office space is 98.2% occupied.


<PAGE>

<TABLE>
<CAPTION>
<S>                 <C>                                      <C>                                          <C>
                                                             $1,111,999,815 (approximate)
CREDIT   FIRST                                       Credit Suisse First Boston Mortgage Securities Corp.             NCB
SUISSE   BOSTON      MORGAN STANLEY DEAN WITTER         Commercial Mortgage Pass-Through Certificates      National Cooperative Bank
                                                                    Series 2000 - C1
</TABLE>



--------------------------------------------------------------------------------
                                  THE BMDC LOAN
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                Loan Information
--------------------------------------------------------------------------------


PRINCIPAL BALANCE:          ORIGINAL          CUT-OFF DATE
                        --------------------  --------------
                          $25,370,000.00       $25,306,142

ORIGINATION DATE:       January 14, 2000
INTEREST RATE:          9.01%
AMORTIZATION:           360 months
ARD:                    February 11, 2010
ARD BALANCE:            $23,208,752
HYPERAMORTIZATION:      After the ARD, the interest rate
                        increases by 2.00% to 11.01% and all
                        excess cash flow is used to reduce the
                        outstanding principal balance; the
                        additional 2% interest is deferred
                        until the principal balance is zero
MATURITY DATE:          February 11, 2030
BORROWER (SPECIAL
PURPOSE ENTITY):        MCM Huntsville Finance Company, LLC,
                        the single managing member of which is
                        a special purpose entity, the board of
                        which contains an independent
                        director; a nonconsolidation opinion
                        was obtained in connection with
                        origination

CALL PROTECTION:        Two-year prepayment lockout from the
                        date of securitization with U.S.
                        Treasury defeasance thereafter until
                        six months prior to the ARD
CUT-OFF DATE
LOAN PER SQUARE FOOT:   $65

UP-FRONT RESERVES:      Deferred maintenance(1):     $2,686,579

ONGOING RESERVES:       CapEx(2):                           Yes
                        TI & LC(2):                         Yes
                        Real Estate Taxes
                        & Insurance
                        Reserve(3):                         Yes

LOCKBOX:                Hard
MEZZANINE:              No


--------------------------------------------------------------------------------
                              Property Information
--------------------------------------------------------------------------------


SINGLE ASSET/PORTFOLIO: Single Asset
PROPERTY TYPE:          Office
LOCATION:               Huntsville, AL
YEAR BUILT/RENOVATED:   1968/1989

OCCUPANCY(4):           100%

THE COLLATERAL:         2-story office building

FEE OR LEASEHOLD:       Fee


                                              LEASE
MAJOR TENANT            NRSF      % OF NRA  EXPIRATION
-------------           ----      --------  ----------
The United States of    389,500     100%     6/30/09
America by General
Services Administration

SQUARE FOOTAGE:         389,500

PROPERTY MANAGEMENT:    Self Managed

1999 NET OPERATING
INCOME:                 $3,762,890

UNDERWRITTEN NET CASH
FLOW:                   $3,400,576

APPRAISED VALUE:        $44,000,000

CUT-OFF DATE LTV:       57.5%

ARD LTV:                52.7%

DSCR:                   1.39

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

(1)  The repair escrow fund was required to fund certain repairs, including the
     replacement of the boiler, interior repairs and ADA compliance at the BMDC
     Property.

(2)  The BMDC Borrower is required to escrow $76,065.59 on a monthly basis
     ($0.20/SF annually) for the first five years of the term of the loan and
     $16,667.69 on a monthly basis ($0.51/SF annually) for the second five years
     of the loan into two separate tenant improvement and leasing commission
     reserves and $6,500.00 on a monthly basis ($0.20/SF annually) into CapEx
     reserve.

(3)  The BMDC Borrower is required to make monthly payments into a tax and
     insurance escrow fund in an amount sufficient to accumulate funds needed to
     pay (i) all taxes prior to their respective due dates and (ii) insurance
     premiums prior to the expiration thereof pay all taxes and insurance
     premiums 30 days before they become due.

(4)  Occupancy is based on the January 14, 2000 rent roll.


<PAGE>

<TABLE>
<CAPTION>
<S>                 <C>                                      <C>                                          <C>
                                                             $1,111,999,815 (approximate)
CREDIT   FIRST                                       Credit Suisse First Boston Mortgage Securities Corp.             NCB
SUISSE   BOSTON      MORGAN STANLEY DEAN WITTER         Commercial Mortgage Pass-Through Certificates      National Cooperative Bank
                                                                    Series 2000 - C1
</TABLE>



--------------------------------------------------------------------------------
                            THE GENTRY PORTFOLIO LOAN
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                Loan Information
--------------------------------------------------------------------------------


PRINCIPAL BALANCE(1):       ORIGINAL          CUT-OFF DATE
                        --------------------  --------------
                           $25,000,000         $24,972,537

ORIGINATION DATE:       April 17, 2000
INTEREST RATE:          8.07%
AMORTIZATION:           360 months
ARD:                    May 11, 2010
ARD BALANCE(1):         $22,404,467
HYPERAMORTIZATION:      After the ARD, the interest rate
                        increases by 2.00% to 10.07% and all
                        excess cash flow is used to reduce the
                        outstanding principal balance; the
                        additional 2% interest is deferred
                        until the principal balance is zero
MATURITY DATE:          May 11, 2030

BORROWER (SPECIAL       GPP, LLC, the managing member of which is a special
PURPOSE ENTITY):        purpose entity, the board of which contains an
                        independent director; non-consolidation opinion was
                        obtained in connection with origination

CALL PROTECTION:        Two-year prepayment lockout from the
                        date of securitization with U.S.
                        Treasury defeasance thereafter until
                        two months prior to the ARD

CUT-OFF DATE
LOAN PER SQUARE
FOOT(1):                $87

UP-FRONT RESERVES(1):   Deferred Maintenance(2):        $25,000
                        Other Reserve(3):              $465,000


ONGOING RESERVES(1):    CapEx(4):                           Yes
                        TI & LC(5):                         Yes
                        Real Estate Taxes
                        & Insurance
                        Reserve(6):                         Yes


LOCKBOX:                Hard

PARTIAL DEFEASANCE:     Yes; Release Price of 125% of Property
                        Release Amount

MEZZANINE:              No




--------------------------------------------------------------------------------
                              Property Information
--------------------------------------------------------------------------------


SINGLE ASSET/PORTFOLIO: Portfolio of 3 Assets
PROPERTY TYPE:          Office/warehouse
LOCATION:               Honolulu, HI
                        Waipahu, HI

YEAR BUILT/RENOVATED:   Gentry Business Park        1990
                        Waipio Industrial Court     1990
                        Gentry Pacific Design       1925/1988
                        Center

OCCUPANCY(4):           Gentry Business Park        100%
                        Waipio Industrial Court     96%
                        Gentry Pacific Design       95%
                        Center

THE COLLATERAL:         Five office/warehouse/industrial
                        properties
FEE OR LEASEHOLD:       Fee

GENTRY BUSINESS PARK
                                              LEASE
MAJOR TENANTS                NRSF % OF NRA  EXPIRATION
-------------                ---- --------  ----------
American Mover's Inc.      71,300   100%     10/31/07
USC Int'l                  14,875  37.8%     3/31/03
Hawaii Transfer             6,373  16.2%     3/31/01

WAIPIO INDUSTRIAL COURT
                                              LEASE
MAJOR TENANTS                NRSF % OF NRA  EXPIRATION
-------------                ---- --------  ----------
Raynor Pacific
Overhead Doors.             4,480   10.4     12/31/00
PSC Associates Inc.         3,360    7.8     11/30/04
Uleg & Balogen              2,560    6.0     2/28/02

GENTRY PACIFIC DESIGN CENTER
                                              LEASE
MAJOR TENANTS                NRSF % OF NRA  EXPIRATION
-------------                ---- --------  ----------
Gentry Homes               16,966  12.7%     3/31/09
Interior Accents           10,350   7.8      4/30/10
Daniel Inc.                 7,716   5.8      10/31/01

SQUARE FOOTAGE(1):      287,780
PROPERTY MANAGEMENT:    Self Managed
1999 NET OPERATING
INCOME(1):              $2,697,522
UNDERWRITTEN NET CASH
FLOW(1):                $2,704,170
APPRAISED VALUE(1):     $34,400,000
CUT-OFF DATE LTV(1):    72.6%
ARD LTV(1):             65.1%
DSCR(1):                1.22

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

(1)  For the Gentry Portfolio in the aggregate.

(2)  The deferred maintenance reserve is required to fund certain repairs
     identified in the engineering report.

(3)  At closing, an occupancy reserve was established of $465,000, which will be
     released upon occupancy and commencement of rental payments by certain
     tenants.

(4)  Occupancy is based on the February 29, 2000 rent roll.

(5)  The Gentry Borrower is required to escrow $11,848.58 on a monthly basis
     ($0.49/SF annually) into a tenant improvement and leasing commission
     reserve and $5,230.92 on a monthly basis ($0.22/SF annually) into a CapEx
     reserve.

(6)  The Gentry Borrower is required to make monthly payments into a tax and
     insurance escrow fund in an amount sufficient to accumulate funds needed to
     pay (i) all taxes prior to their respective due dates and (ii) insurance
     premiums prior to the expiration thereof.

<PAGE>

<TABLE>
<CAPTION>
<S>                 <C>                                      <C>                                          <C>
                                                             $1,111,999,815 (approximate)
CREDIT   FIRST                                       Credit Suisse First Boston Mortgage Securities Corp.             NCB
SUISSE   BOSTON      MORGAN STANLEY DEAN WITTER         Commercial Mortgage Pass-Through Certificates      National Cooperative Bank
                                                                    Series 2000 - C1
</TABLE>


--------------------------------------------------------------------------------
                               THE AMAZON.COM LOAN
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                Loan Information
--------------------------------------------------------------------------------

PRINCIPAL BALANCE:          ORIGINAL          CUT-OFF DATE
                        --------------------  --------------
                         $23,000,000.00        $22,986,863

ORIGINATION DATE:       May 12, 2000
INTEREST RATE:          8.785%
AMORTIZATION:           360 months
ARD:                    June 11, 2010
ARD BALANCE:            $20,939,653
HYPERAMORTIZATION:      After the ARD the interest rate
                        increases by 2.00% to 10.70% and all
                        excess cash flow is used to reduce the
                        outstanding principal balance; the
                        additional 2% interest is deferred
                        until capital the principal balance is
                        zero
MATURITY DATE:          June 11, 2030
BORROWER (SPECIAL       WRC.COM Tower LLC and WRC.Com
PURPOSE ENTITY):        Development LLC, each a single purpose
                        entity, the single managing member of which is a special
                        purpose entity, the board of which contains an
                        independent director; a nonconsolidation opinion was
                        obtained in connection with origination
CALL PROTECTION:        Two-year prepayment lockout from the
                        date of securitization with U.S.
                        Treasury defeasance thereafter until
                        three months prior to the ARD
CUT-OFF DATE
LOAN PER SQUARE FOOT:   $120

UP-FRONT RESERVES:      Parking                      $3,900,000
                        Structure(1):
                        Ground Lease:                  $300,000

ONGOING RESERVES:       CapEx(2):                           Yes
                        TI & LC(2):                          No
                        Real Estate Taxes &
                        Insurance Reserve(3):               Yes
                        Ground Lease                        Yes
                        Reserve(4):

LOCKBOX:                Hard
MEZZANINE:              No


--------------------------------------------------------------------------------
                              Property Information
--------------------------------------------------------------------------------


SINGLE ASSET/PORTFOLIO: Single Asset
PROPERTY TYPE:          Office

LOCATION:               Seattle, WA

YEAR BUILT/RENOVATED:   1932/1999

OCCUPANCY(5):           100%

THE COLLATERAL:         16-story office building

FEE OR LEASEHOLD:       Leasehold
                                              LEASE
MAJOR TENANTS             NRSF    % OF NRA EXPIRATION(4)
-------------             ----    --------  ----------
Amazon.com               184,040    96.5%    06/30/09
Gentle Dental              4,633     2.4%    09/14/02
Amazon.com                 2,135     1.1%    06/30/09
(storage)

SQUARE FOOTAGE:         190,808

PROPERTY MANAGEMENT:    Self Managed

1999 NET OPERATING
INCOME:                 NA

UNDERWRITTEN NET CASH
FLOW:                   $2,505,012

APPRAISED VALUE:        $31,250,000


CUT-OFF DATE LTV:       67.2%

ARD LTV:                60.6%

DSCR:                   1.26

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

(1)  The Amazon Borrower fully funded a $3,900,000 parking structure escrow fund
     for construction of a parking structure; $1,400,000 to be disbursed to the
     Amazon Borrower upon receipt of a final building permit for the parking
     structure. If the parking structure has not been completed by November
     2001, the balance may be applied to prepay the Amazon.com Loan.

(2)  The Amazon Borrower is required to escrow $19,000 on a monthly basis ($1.20
     SF/annually) (commencing May 2004) and increasing to $28,000 monthly from
     November 2007 to May 2009 on a monthly basis ($1.76/SF annually) into a
     tenant improvement and leasing commission reserve and $4,250 on a monthly
     basis (0.27/SF annually) into a CapEx reserve. In the event that Amazon.com
     does not extend its lease, then a cash trap is imposed until new tenants
     are in place resulting in a DSCR of 1.20.

(3)  The Amazon Borrower is required to make monthly payments into a tax and
     insurance escrow fund in an amount sufficient to accumulate funds needed to
     pay (i) all taxes prior to that respective due date and (ii) insurance
     premiums prior to the expiration thereof.

(4)  The Amazon Borrower is required to make monthly deposits in the ground
     lease escrow fund in the amount of $16,667 until such time as the balance
     on deposit is equal to $300,000.

(5)  Occupancy is based on the March 31, 2000 rent roll.


<PAGE>





                      [THIS PAGE INTENTIONALLY LEFT BLANK]





<PAGE>
             CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2000-C1
                       COMPARATIVE FINANCIAL STATEMENT
                                  AS OF

<TABLE>
<CAPTION>
OPERATING INFORMATION REFLECTED AS OF NOI
---------------------------------------------------------------------------------------------
<S>        <C>  <C>     <C>        <C>     <C>    <C>        <C>     <C>   <C>   <C>  <C>
    P4     P9   P10     P52        P21     L8     P57        S72     S69   S70   S83  S84
---------------------------------------------------------------------------------------------
                                                               ORIGINAL UNDERWRITING
---------------------------------------------------------------------------------------------
                                                                    INFORMATION
---------------------------------------------------------------------------------------------
                                                          BASE YEAR
---------------------------------------------------------------------------------------------
                        LAST     CURRENT       ALLOCATED
                      PROPERTY  ALLOCATED PAID  ANNUAL    FINANICAL               $
PROPERTY             INSPECTION   LOAN    THRU   DEBT    INFO AS OF   %   TOTAL  NOI/ (1)
    ID    CITY STATE    DATE     AMOUNT   DATE  SERVICE     DATE     OCC REVENUE NCF  DSCR
---------------------------------------------------------------------------------------------
                      YYYYMMDD                            YYYYMMDD
---------------------------------------------------------------------------------------------
LIST ALL PROPERTIES CURRENTLY IN DEAL WITH OR WITHOUT INFORMATION LARGEST TO SMALLEST LOAN
---------------------------------------------------------------------------------------------

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

THIS REPORT SHOULD REFLECT THE INFORMATION PROVIDED IN THE CMSA PROPERTY FILE AND CMSA
LOAN PERIODIC UPDATE FILE
---------------------------------------------------------------------------------------------

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

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

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

TOTAL                               $              $          **     WA     $     $    WA
---------------------------------------------------------------------------------------------

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

---------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>

---------------------------------------------------
<S>           <C>   <C>   <C>    <C>    <C>    <C>
    P60       P66   P61   P63 OR P80    P65 OR P81
---------------------------------------------------
       2ND PRECEDING ANNUAL OPERATING
---------------------------------------------------
                 INFORMATION
---------------------------------------------------
   AS OF              NORMALIZED
---------------------------------------------------

 FINANCIAL
 INFO AS OF    %   TOTAL      $            (1)
   DATE       OCC REVENUE  NOI/NCF         DSCR
---------------------------------------------------
 YYYYMMDD
---------------------------------------------------

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

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



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

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

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

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

              WA     $        $             WA
---------------------------------------------------

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

---------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
OPERATING INFORMATION REFLECTED AS OF NOI
--------------------------------------------------------
<S>           <C>     <C>   <C>   <C>    <C> <C>    <C>
    P4        P53     P59   P54   P56 OR P78 P58 OR P79
--------------------------------------------------------
                    PRECEDING ANNUAL OPERATING
--------------------------------------------------------
                           INFORMATION
--------------------------------------------------------
             AS OF                NORMALIZED
--------------------------------------------------------
           FINANCIAL
PROPERTY  INFO AS OF   %   TOTAL                 (1)
    ID       DATE     OCC REVENUE  $NOI/NCF     DSCR
--------------------------------------------------------
           YYYYMMDD
--------------------------------------------------------
LIST ALL PROPERTIES CURRENTLY IN DEAL WITH OR WITHOUT
INFORMATION LARGEST TO SMALLEST LOAN
--------------------------------------------------------

--------------------------------------------------------
THIS REPORT SHOULD REFLECT THE INFORMATION PROVIDED IN
THE CMSA PROPERTY FILE AND CMSA LOAN PERIODIC
UPDATE FILE
--------------------------------------------------------

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

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

--------------------------------------------------------
TOTAL                 WA     $         S         WA
--------------------------------------------------------

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


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

</TABLE>


<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------
<S>        <C>       <C>    <C>   <C>      <C>      <C> <C>    <C>  <C>
  P73      P74       P30    P29   P68      P70   OR P82 P72 OR P83   (2)
-----------------------------------------------------------------------------------
                 MOST RECENT FINANCIAL                              NET CHANGE
-----------------------------------------------------------------------------------
                      INFORMATION
-----------------------------------------------------------------------------------
                 *NORMALIZED OR ACTUAL                           PRECEDING & BASIS
-----------------------------------------------------------------------------------
                                                                      %
FS START  FS END  OCC AS OF  %   TOTAL      $     (1)          %       TOTAL   (1)
  DATE     DATE      DATE   OCC REVENUE  NOI/NCF  DSCR        OCC     REVENUE DSCR
-----------------------------------------------------------------------------------
YYYYMMDD YYYYMMDD  YYYYMMDD
-----------------------------------------------------------------------------------


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

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



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

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

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

-----------------------------------------------------------------------------------
            WA                     $        $      WA          WA     $        WA
-----------------------------------------------------------------------------------

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


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

</TABLE>



------------
(1)    DSCR should match to Operating Statement Analysis Report and is
       normally calculated using NOI or NCF / Debt Service times in the
       allocated loan percentage.
(2)    Net change should compare the latest year to the Base Year.
*      As required by Trust Agreements.
**     Weighted Averages should be computed and reflected if the data is
       relevant and applicable.

                                       C-1


<PAGE>
             CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2000-C1
                        DELINQUENT LOAN STATUS REPORT
                                  AS OF

<TABLE>
<CAPTION>
OPERATING INFORMATION REFLECTED AS NOI OR NCF
-------------------------------------------------------------------------------------------------------------------------------

     S4        S66      S61     S57   S58   S62 OR S63   L8      L7         L37          L39         L38                  L26
-------------------- -------------- ------------------- ---- ----------------------------------- ------------------------------
                                                                (a)         (b)          (c)         (d)    (e)=a+b+c+d
-------------------- -------------- ------------------- ---- ----------------------------------- ------------------------------
                                                               ENDING                   OTHER
    LOAN                                                PAID SCHEDULED   TOTAL P&I     EXPENSE   TOTAL T & I            CURRENT
 PROSPECTUS PROPERTY  PROPERTY               SQ FT OR   THRU    LOAN     ADVANCES      ADVANCE     ADVANCES     TOTAL   MONTHLY
     ID       NAME      TYPE   CITY  STATE     UNITS    DATE  BALANCE   OUTSTANDING  OUTSTANDING OUTSTANDING  EXPOSURE    P&I
-------------------- -------------- ------------------- ---- ----------------------------------- ------------------------------
<S>        <C>       <C>      <C>   <C>   <C>           <C>  <C>       <C>         <C>           <C>        <C>        <C>
LOANS IN FORECLOSURE AND NOT REO
-------------------------------------------------------------------------------------------------------------------------------

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

-------------------------------------------------------------------------------------------------------------------------------
90 + DAYS DELINQUENT
-------------------------------------------------------------------------------------------------------------------------------

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

-------------------------------------------------------------------------------------------------------------------------------
60 TO 89 DAYS DELINQUENT
-------------------------------------------------------------------------------------------------------------------------------

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

-------------------------------------------------------------------------------------------------------------------------------
30 TO 59 DAYS DELINQUENT
-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------
CURRENT AND AT SPECIAL SERVICER
-------------------------------------------------------------------------------------------------------------------------------

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

<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
                               L54 OR  L56 OR
                               L68/L92 L70/93
   L10      L11    L58 OR L73  OR L96  OR L97     L74       L75                 L36       L77        L79        L76
------------------ ------------------------------------- ----------------------------- ------------------------------- ---------
                                                            (f)     (90*f)-e
------------------ ------------------------------------- ----------------------------- ------------------------------- ---------
                                                                      LOSS                       DATE ASSET
                                                         APPRAISAL   USING     TOTAL             EXPECTED TO
 CURRENT               LTM               LTM               BPO OR     90%    APPRAISAL           BE RESOLVED
 INTEREST MATURITY   NOI/NCF     LTM    DSCR   VALUATION  INTERNAL  APPR. OR REDUCTION TRANSFER      OR       WORKOUT
   RATE     DATE      DATE     NOI/NCF(NOI/NCF)   DATE    VALUE**   BPO (F)   REALIZED   DATE    FORECLOSED  STRATEGY* COMMENTS
------------------ ------------------------------------- ----------------------------- ------------------------------- ---------
<S>      <C>       <C>        <C>     <C>     <C>        <C>       <C>      <C>        <C>      <C>         <C>        <C>
-------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

-------------------------------------------------------------------------------------------------------------------------------
FCL = Foreclosure
-------------------------------------------------------------------------------------------------------------------------------
LTM = Latest 12 Months either Last Normalized Annual, Normalized YTD or
Trailing 12 months, if available.
-------------------------------------------------------------------------------------------------------------------------------


<PAGE>
*Workout Strategy should match the CMSA Loan Periodic Update File using
abbreviated words in place of a code number such as (FCL -In Foreclosure,
MOD -Modification, DPO -Discount Payoff, NS -Note Sale, BK -Bankruptcy, PP
-Payment Plan, TBD -To be determined etc. . . .). It is possible to combine
the status codes if the loan is going in more than one direction (i.e.
FCL/Mod, BK/Mod, BK/FCL/DPO).
-------------------------------------------------------------------------------------------------------------------------------
**BPO -Broker opinion.
-------------------------------------------------------------------------------------------------------------------------------

</TABLE>

                                      C-2

<PAGE>
             CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2000-C1
                     HISTORICAL LOAN MODIFICATION REPORT
                                  AS OF

<TABLE>
<CAPTION>
     S4      S57   S58     L49                    L48        L7*           L7*         L50*
----------  ---- -----  --------- ---------  ------------ --------  ----------------- ----  --------
                                                           BALANCE
                                   EXTENSION                 WHEN
                          MOD /    PER DOCS    EFFECTIVE   SENT TO    BALANCE AT THE          # MTHS
PROSPECTUS              EXTENSION     OR        DATE OF    SPECIAL  EFFECTIVE DATE OF  OLD   FOR RATE
     ID     CITY  STATE    FLAG    SERVICER  MODIFICATION  SERVICER    MODIFICATION    RATE   CHANGE
----------  ---- -----  --------- ---------  ------------ --------  ----------------- ----  --------
<S>         <C>  <C>    <C>       <C>        <C>          <C>       <C>               <C>   <C>
THIS REPORT IS HISTORICAL
Information is as of modification. Each line should not change in the future. Only new
modifications should be added.
----------------------------------------------------------------------------------------------------

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

----------------------------------------------------------------------------------------------------
TOTAL FOR ALL LOANS:
----------------------------------------------------------------------------------------------------

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

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

</TABLE>


<TABLE>
<CAPTION>
     S4     L50*   L25*   L25*    L11*     L11*                L47
----------  ---- -------  ---- --------  -------- --------  -------- ---------  -------
                                                                      (2) EST.
                                                                       FUTURE
                                                                      INTEREST
                                                   TOTAL #     (1)     LOSS TO
                                                   MTHS FOR REALIZED   TRUST $
PROSPECTUS   NEW           NEW    OLD       NEW     CHANGE   LOSS TO    (RATE
     ID     RATE  OLD P&I  P&I  MATURITY MATURITY   OF MOD   TRUST $ REDUCTION)  COMMENT
----------  ---- -------  ---- --------  -------- --------  -------- ---------  -------
<S>         <C>  <C>      <C>  <C>       <C>      <C>       <C>      <C>        <C>
THIS REPORT IS HISTORICAL
Information is as of modification. Each line should not change in the future. Only new
modifications should be added.
---------------------------------------------------------------------------------------

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

---------------------------------------------------------------------------------------
TOTAL FOR ALL LOANS:
---------------------------------------------------------------------------------------

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

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

</TABLE>

------------
*      The information in these columns is from a particular point in time and
       should not change on this report once assigned. Future modifications
       done on the same loan are additions to the report.
(1)    Actual principal loss taken by bonds.
(2)    Expected future loss due to a rate reduction. This is just an estimate
       calculated at the time of the modification.

                                      C-3

<PAGE>
             CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
           COMMERCIAL HISTORICAL LOSS ESTIMATE REPORT (REO-SOLD OR
                              DISCOUNTED PAYOFF)
                                  AS OF

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------

     S4           S55        S61       S57     S58                       L75          L29                    L45          L7
------------  ---------------------- ------- ---------------------- ------------ ---------------------- ------------ ------------

                                                        (c) = b/a        (a)                      (b)        (d)         (e)
------------  ---------------------- ------- ---------------------- ------------ ---------------------- ------------ ------------

                                                                       LATEST
                                                            %         APPRAISAL
                                                        RECEIVED         OR        EFFECTIVE               NET AMT      ENDING
 PROSPECTUS    PROPERTY    PROPERTY                       FROM         BROKERS      DATE OF      SALES    RECEIVED    SCHEDULED
   LOAN ID       NAME        TYPE      CITY   STATE    LIQUIDATION     OPINION    LIQUIDATION    PRICE    FROM SALE    BALANCE
------------  ---------------------- ------- ---------------------- ------------ ---------------------- ------------ ------------

<S>           <C>        <C>         <C>     <C>     <C>            <C>          <C>           <C>      <C>          <C>
THIS REPORT IS HISTORICAL
---------------------------------------------------------------------------------------------------------------------------------
All information is from the liquidation date and does not need to be updated.
---------------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------------
Total all Loans:
---------------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------------
Current Month Only:
---------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

</TABLE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
     L-37         L39+L38                                     L47
-------------- -------------------------- --------------- ----------- ------------------ ---------- -------------------------
      (f)           (g)           (h)     (i)=d - (f+g+h)     (k)                 (m)                  (n)=k+m      (o)=n/e
-------------- -------------------------- --------------- ----------- ------------------ ---------- -------------------------
                TOTAL T & I                                                                DATE OF
                 AND OTHER                                              DATE                MINOR
   TOTAL P&I      EXPENSE      SERVICING                                LOSS     MINOR       ADJ     TOTAL LOSS    LOSS % OF
    ADVANCE       ADVANCE        FEES                      REALIZED    PASSED    ADJ TO    PASSED       WITH       SCHEDULED
  OUTSTANDING   OUTSTANDING     EXPENSE     NET PROCEEDS     LOSS       THRU     TRUST      THRU     ADJUSTMENT     BALANCE
-------------- -------------------------- --------------- ----------- ------------------ ---------- -------------------------
<S>            <C>           <C>          <C>             <C>         <C>      <C>       <C>        <C>          <C>
-----------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

-----------------------------------------------------------------------------------------------------------------------------
(h) Servicing Fee Expense includes fees such as Liquidation or Disposition fees charged by the Special Servicer.
-----------------------------------------------------------------------------------------------------------------------------

</TABLE>

                                      C-4

<PAGE>
             CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2000-C1
                                REO STATUS REPORT
                                  AS OF

<TABLE>
<CAPTION>
 OPERATING INFORMATION REFLECTED AS NOI OR NCF
-----------------------------------------------------------------------------------------------------------------------------
                                            P16
                                            OR
    P4        P7       P13     P9    P10    P17    L8      P21        L37          L39          L38                     L25
--------- --------- --------- ----------- ------ ----- ---------- ------------ ------------ ------------------------ --------
                                                           (a)        (b)          (c)          (d)      (e)=a+b+c+d
--------- --------- --------- ----------- ------ ----- ---------- ------------ ------------ ------------------------ --------
                                                        ALLOCATED
                                                         ENDING                   OTHER
                                           SQ FT  PAID  SCHEDULED  TOTAL P&I     EXPENSE    TOTAL T & I               CURRENT
 PROPERTY  PROPERTY PROPERTY                OR    THRU    LOAN      ADVANCES     ADVANCE      ADVANCE       TOTAL     MONTHLY
    ID       NAME     TYPE    CITY  STATE  UNITS  DATE   AMOUNT   OUTSTANDING  OUTSTANDING  OUTSTANDING   EXPOSURE      P&I
--------- --------- --------- ----------- ------ ----- ---------- ------------ ------------ ------------------------ --------
<S>       <C>       <C>       <C>  <C>    <C>    <C>   <C>        <C>          <C>          <C>         <C>          <C>
-----------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

-----------------------------------------------------------------------------------------------------------------------------
REO's data reflected at the property level for relationships with
more than one (1) property should use the Allocated Ending
Scheduled Loan Amount, and prorate all advances and expenses or
other loan level data as appropriate.
-----------------------------------------------------------------------------------------------------------------------------

<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
                      P58 OR
                      P72/P79
   L11    P53 OR P74  OR P83     P24                  P25                      L35       L77       P28        P26
-------------------- ------------------ -------------------- ------------------------ -------------------- ------------------
                        (f)                           (g)    (h)=(90*g) -e
-------------------- ------------------ -------------------- ------------------------ -------------------- ------------------
                                         APPRAISAL
                                          BPO OR                                                             DATE
                                         INTERNAL  APPRAISAL                  TOTAL                          ASSET
              LTM       LTM                VALUE     BPO OR    LOSS USING   APPRAISAL              REO     EXPECTED
 MATURITY   NOI/NCF    DSCR   VALUATION   SOURCE    INTERNAL  90% APPR. OR  REDUCTION TRANSFER ACQUISITION   TO BE
   DATE      DATE   (NOI/NCF)    DATE       (1)      VALUE      BPO (F)     REALIZED    DATE       DATE    RESOLVED  COMMENTS
-------------------- ------------------ -------------------- ------------------------ -------------------- ------------------
<S>      <C>        <C>      <C>        <C>       <C>        <C>           <C>        <C>      <C>         <C>      <C>
-----------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

</TABLE>


                                      C-5

<PAGE>



              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
         COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2000-C1
                              SERVICER WATCH LIST
                                AS OF
                                     ----------


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                    Operting Information Reflected As NOI_____ or NCF______
-----------------------------------------------------------------------------------------------------------------------------------

   S4           S55           S61     S57   S58       L7       L8       L11     L56/L93     L70/L97
-----------------------------------------------------------------------------------------------------------------------------------
                                                    ENDING                      PRECEDING     MOST
                                                   SCHEDULED   PAID             FISCAL YR    RECENT
PROSPECTUS                  PROPERTY                 LOAN      THRU   MATURITY    DSCR        DSCR
  LOAN ID    PROPERTY NAME    TYPE    CITY  STATE   BALANCE    DATE     DATE      NOI/NCF     NOI/NCF    COMMENT/ACTION TO BE TAKEN
-----------------------------------------------------------------------------------------------------------------------------------
<S>          <C>            <C>       <C>   <C>    <C>         <C>    <C>       <C>          <C>         <C>

-----------------------------------------------------------------------------------------------------------------------------------
List all loans on watch list in descending balance order.
-----------------------------------------------------------------------------------------------------------------------------------
Comment section should include reason and other pertinent information.
-----------------------------------------------------------------------------------------------------------------------------------
Should not include loans that are specially serviced.
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
WATCH LIST SELECTION CRITERIA SHOULD BE FOOTNOTED ON THE REPORT. THE CRITERIA MAY BE DICTATED AS PER THE SPA OR THE SERVICER'S
INTERNAL POLICY.
-----------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

-----------------------------------------------------------------------------------------------------------------------------------
Total:                                             $
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      C-6

<PAGE>

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
         COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2000-C1
                      OPERATING STATEMENT ANALYSIS REPORT
                                AS OF
<TABLE>
<CAPTION>
<S>                                              <C>            <C>           <C>         <C>          <C>
PROPERTY OVERVIEW
  Prospectus ID
  Current Scheduled Loan Balance/Paid to Date                                                      Current Allocated Loan Amount %
  Property Name
  Property Type
  Property Address, City, State
  Net Rentable SF/Units/Pads. Beds                                        Use second box to specify sqft., units...
  Year Built/Year Renovated
  Cap Ex Reserve (annually)/per Unit. ect. (1)                            specify annual/per unit...
  Year of Operations                             Underwriting   MM/DD/YY      MM/DD/YY    MM/DD/YY     MM/DD/YY
  Occupancy Rate (physical)
  Occupancy Date
  Average Rental Rate

                                                 (1) Total $ amount of Capital Reserves required annually by loan documents, excl.
                                                     Leasing Commission and TI's
</TABLE>

<TABLE>
<CAPTION>
<S>                             <C>           <C>             <C>            <C>                <C>        <C>         <C>
INCOME:                                                                                                    (predhg yr  (prechg yr to
  Number of Mos. Covered                                                                                      to base)   2nd prodng)
  Period Ended                  Underwriting  3rd Proceeding  2nd Proceeding   Proceeding Yr.    TTM/YTD(2)   YYYY-U/W   YYYY-YYYY
  Statement Classification(yr)   Base Line                                   (tm NOI Adj Sheet)  as of / /98  Variance    Variance
  Gross Potential Rent (3)
    Less: Vacancy/collection loss
                     OR
  Base Rent(3)
  Expense Reimbursement
  Percentage Rent
  Parking Income
  Other Income


*Effective Gross Income
                                  (2) Servicer will not be expected to "Nomalize" these YTD/TTM numbers.
                                  (3) Use either Gross Potential (with Vacancy/Collection Loss) or Base Rents; use negative $amt for
                                      Vacancy/Collection Loss

OPERATING EXPENSES:
  Real Estate Texas
  Property Insurance
  Utilities
  Repairs and Maintenance
  Janitorial
  Management Fees
  Payroll & Benefits
  Advertising & Marketing
  Professional Fees
  General and Administrative
  Other Expenses
  Ground Rent
*Total Operating Expenses

Operating Expense Ratio

*Net Operating Income

  Leasing Commissions
  Tenant Improvements
  Capital Expenditures
  Extraordinary Capital Expenditures
Total Capital Items

*Net Cash Flow

Debt Service (per Servicer)
*Net Cash Flow after Debt Service

*DSCR: (NOI/Debt Service)

*DSCR: (NCF/Debt Service)

Source of Financial Data:

                                      (i.e. operating statements, financial statements, tax return, other)
</TABLE>



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

Notes and Assumptions: Years above will roll, always showing a 3yr sequential
history. Comments from the most recent NOI Adjustment Worksheet should be
carried forward to Operating Statement Analysis Report. Year-over-year variances
(either higher or lower) must be explained and noted for the following: 0% DSCR
charges, 15% EGI/Total Operating Expenses or Total Capital Items.

Income: Comments

Expense: Comments

Capital Items: Comments

*Used in the CMSA Comparative Financial Status Report/CMSA Property File/CMSA
Loan Periodic Update File Note that information for multiple property loans must
be consolidated (if available) for reporting to the CMSA Loan Periodic Update
file.

                                      C-7

<PAGE>

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
         COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2000-C1
                   FORM OF NOI ADJUSTMENT WORKSHEET FOR 2000
                                AS OF
<TABLE>
<CAPTION>
<S>                                              <C>            <C>           <C>         <C>
PROPERTY OVERVIEW
  Prospectus ID
  Current Scheduled Loan Balance/Paid to Date                                             Current Allocated Loan Amount %
  Property Name
  Property Type
  Property Address, City, State
  Net Rentable SF/Units/Pads. Beds                                             Use second box to specify sqft., units...
  Year Built/Year Renovated
  Cap Ex Reserve (annually)/per Unit. ect. (1)                                 specify annual/per unit...
  Year of Operations
  Occupancy Rate (physical)
  Occupancy Date
  Average Rental Rate

                                                 (1) Total $ amount of Capital Reserves required annually by loan documents, excl.
                                                     Leasing Commission and TI's
</TABLE>

<TABLE>
<CAPTION>
<S>                                     <C>            <C>            <C>         <C>
INCOME:                                  YYYY                                     Notes

                                        Borrower       Adjustment     Normalized
                                         Actual
  Statement Classification
  Gross Potential Rent (2)
    Less: Vacancy/collection loss
                     OR
  Base Rent(2)
  Expense Reimbursement
  Percentage Rent
  Parking Income
  Other Income


Effective Gross Income
                                        (2) Use either gross potential (with Vacancy/Collection Loss) or Base Rents; use negative
                                            $amt for Vacancy/Collection Loss

OPERATING EXPENSES:
  Real Estate Texas
  Property Insurance
  Utilities
  Repairs and Maintenance
  Janitorial
  Management Fees
  Payroll & Benefits Expense
  Advertising & Marketing
  Professional Fees
  General and Administrative
  Other Expenses                                                                  For self-storage include franchise fees
  Ground Rent
Total Operating Expenses

Operating Expense Ratio

Net Operating Income

  Leasing Commissions (3)
  Tenant Improvements (3)
  Capital Expenditures
  Extraordinary Capital Expenditures
Total Capital Items
                                        (3) Actual current yr, but normalize for annual if possible via contractual, U/W or other
                                            data
Net Cash Flow

Debt Service (per Servicer)
Net Cash Flow after debt service

DSCR: (NOI/Debt Service)

DSCR: (NCF/Debt Service)

Source of Financial Data:

                                      (i.e. operating statements, financial statements, tax return, other)

</TABLE>



--------------------------------------------------------------------------------
Notes and Assumptions: This report should be completed annually for
"Normalization" of Borrower's numbers. Methodology used is per MBA/CMSA Standard
Methodology unless otherwise noticed. The "Normalized" column and corresponding
comments should roll through to the Operating Statement Analysis Report.

Income: Comments

Expense: Comments

Capital Items: Comments


                                      C-8
<PAGE>

                               WELLS FARGO [LOGO]

                        WELLS FARGO BANK MINNESOTA, N.A.
                            CORPORATE TRUST SERVICES
                           11000 BROKEN LAND PARKWAY
                               COLUMBIA, MD 21044


              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2000-C1



-----------------------------------------
For Additional Information please contact
       CTSLink Customer Service
            (301) 815-6600
 Reports Available on the World Wide web
         @www.ctslink.com/cmbs
-----------------------------------------

Payment Date:   08/17/2000
Record Date:    07/28/2000


                          DISTRIBUTION DATE STATEMENT

                               TABLE OF CONTENTS
================================================================================

     STATEMENT SECTIONS                                               PAGE(s)
     ------------------                                               -------

     Certificate Distribution Detail                                     2
     Certificate Factor Detail                                           3
     Reconciliation Detail                                               4
     Other Required Information                                          5
     Ratings Detail                                                      6
     Current Mortgage Loan and Property Stratification Tables          7 - 9
     Mortgage Loan Detail                                               10
     Principal Prepayment Detail                                        11
     Historical Detail                                                  12
     Delinquency Loan Detail                                            13
     Specially Serviced Loan Detail                                   14 - 15
     Modified Loan Loan                                                 16
     Liquidated Loan Detail                                             17

================================================================================




                                  UNDERWRITER

================================================================================

     Credit Suisse First Boston Corporation
     Eleven Madison Avenue
     New York, NY 10010-3629



     Contact:       Louise Fogarty
     Phone          (212) 325-3507

================================================================================



                                  UNDERWRITER

================================================================================

     Morgan Stanley & Co. Incorporated
     1585 Broadway
     New York, NY 10036



     Contact:       General Information Number
     Phone          (212) 761-4700

================================================================================



                                 MASTER SERVICER

================================================================================

     CapMark Services, L.P.
     245 Peachtree Center Ave. NE
     Atlanta, GA 30303



     Contact:       TBD
     Phone

================================================================================


This report has been compiled from information provided to Wells Fargo Bank MN,
N.A. by various third parties, which may include the Servicer, Master servicer,
Special Servicer and others. Wells Fargo MN, N.A. has not independently
confirmed the accuracy of information received from these third parties and
assumes no duty to do so. Wells Fargo MN, N.A. expressly disclaims any
responsibility for the accuracy or completeness of information furnished by
third parties.


Copyright 1997, Wells Fargo Bank MN, N.A.                          Page 1 of 17

<PAGE>


                               WELLS FARGO [LOGO]

                        WELLS FARGO BANK MINNESOTA, N.A.
                            CORPORATE TRUST SERVICES
                           11000 BROKEN LAND PARKWAY
                               COLUMBIA, MD 21044


              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2000-C1



-----------------------------------------
For Additional Information please contact
       CTSLink Customer Service
            (301) 815-6600
 Reports Available on the World Wide web
         @www.ctslink.com/cmbs
-----------------------------------------

Payment Date:   08/17/2000
Record Date:    07/28/2000


                        CERTIFICATE DISTRIBUTION DETAIL

<TABLE>
<CAPTION>

====================================================================================================================================
                                                                                       Realized
                                                                                         Loss/
                  Pass-                                                                Additional                        Current
  Class\         Through  Original  Beginning   Principal      Interest   Prepayment  Trust Fund    Total      Ending  Subordination
Component CUSIP  Rate     Balance    Balance   Distribution  Distribution  Premium     Expenses  Distribution  Balance    Level(1)
------------------------------------------------------------------------------------------------------------------------------------
<S>       <C>    <C>         <C>       <C>         <C>           <C>         <C>         <C>        <C>         <C>        <C>
   A-1           0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
   A-2           0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
    B            0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
    C            0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
    D            0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
    E            0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
    F            0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
    G            0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
    H            0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
    J            0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
    K            0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
    L            0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
    M            0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
    N            0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
    O            0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
    R            0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
   V-1           0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
   V-2           0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
------------------------------------------------------------------------------------------------------------------------------------
 Totals                      0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
====================================================================================================================================
</TABLE>


<TABLE>
<CAPTION>
=======================================================================================================
                                Original  Beginning                                            Ending
                  Pass-Through  Notional   Notional    Interest     Prepayment      Total     Notional
  Class    CUSIP       Rate      Amount     Amount   Distribution     Premium   Distribution  Balance
-------------------------------------------------------------------------------------------------------
<S>       <C>       <C>            <C>       <C>         <C>          <C>           <C>         <C>
   A-X              0.000000       0.00      0.00        0.00         0.00          0.00        0.00
=======================================================================================================
</TABLE>


(1) Calculated by taking (A) the sum of the ending certificate balance of all
classes less (B) the sum of (i) the ending balance of the designated class and
(ii) the ending certificate balance of all classes which are not subordinate to
the designated class and dividing the result by (A).


Copyright 1997, Wells Fargo Bank MN, N.A.                          Page 2 of 17


<PAGE>


                               WELLS FARGO [LOGO]

                        WELLS FARGO BANK MINNESOTA, N.A.
                            CORPORATE TRUST SERVICES
                           11000 BROKEN LAND PARKWAY
                               COLUMBIA, MD 21044


              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2000-C1



-----------------------------------------
For Additional Information please contact
       CTSLink Customer Service
            (301) 815-6600
 Reports Available on the World Wide web
         @www.ctslink.com/cmbs
-----------------------------------------

Payment Date:   08/17/2000
Record Date:    07/28/2000


                           CERTIFICATE FACTOR DETAIL
<TABLE>
<CAPTION>
=========================================================================================================
                                                                              Realized Loss/
  Class\                 Beginning   Principal      Interest    Prepayment   Additional Trust   Ending
Component      CUSIP      Balance   Distribution  Distribution    Premium     Fund Expenses     Balance
---------------------------------------------------------------------------------------------------------
<S>           <C>       <C>           <C>          <C>          <C>             <C>            <C>
   A-1                  0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
   A-2                  0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
    B                   0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
    C                   0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
    D                   0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
    E                   0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
    F                   0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
    G                   0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
    H                   0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
    J                   0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
    K                   0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
    L                   0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
    M                   0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
    N                   0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
    O                   0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
    R                   0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
   V-1                  0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
   V-2                  0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
=========================================================================================================
</TABLE>


<TABLE>
<CAPTION>
=========================================================================
                        Beginning                                Ending
                         Notional    Interest     Prepayment    Notional
  Class      CUSIP       Balance   Distribution     Premium      Balance
-------------------------------------------------------------------------
<S>         <C>        <C>          <C>           <C>          <C>
   A-X                 0.00000000   0.00000000    0.00000000   0.00000000
=========================================================================
</TABLE>


Copyright 1997, Wells Fargo Bank MN, N.A.                          Page 3 of 17

<PAGE>

WELLS FARGO LOGO

Wells Fargo Bank Minnesota, N.A.
Corporate Trust Services
11000 Broken Land Parkway
Columbia, MD 21044

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2000-C1

-----------------------------------------
For Additional Information please contact
       CTSLink Customer Service
            (301) 815-6600
 Reports Available on the World Wide web
         @www.ctslink.com/cmbs
-----------------------------------------

Payment Date:   08/17/2000
Record Date:    07/28/2000


                             RECONCILIATION DETAIL

          ADVANCE SUMMARY

P&I Advances Outstanding                               0.00
Services Advances Outstanding                          0.00

Reimbursements for Interest on P&I                     0.00
Advances paid from general collections

Reimbursements for Interest on Servicing               0.00
Advances paid from general collections


          MASTER SERVICING FEE SUMMARY

Current Period Accrued Master Servicing Fees                     0.00
Less Master Servicing Fees on Delinquent Payments                0.00
Less Reductions to Master Servicing Fees                         0.00
Plus Master Servicing Fees on Delinquent Payments Received       0.00
Plus Adjustments for Prior Master Servicing Calculation          0.00
Total Master Servicing Fees Collected                            0.00



CERTIFICATE INTEREST RECONCILIATION

<TABLE>
<CAPTION>
-----     -----------   ------------------   -------------   --------------------  ----------   ------------   --------------------
            Accrued       Net Aggregate      Distributable      Distributable      Additional                   Remaining Unpaid
Class     Certificate       Prepayment       Certificate     Certificate Interest  Trust Fund     Interest        Distributable
           Interest     Interest Shortfall     Interest           Adjustment        Expenses    Distribution   Certificate Interest
-----     -----------   ------------------   -------------   --------------------  ----------   ------------   --------------------
<S>            <C>              <C>                <C>                 <C>              <C>          <C>                 <C>
 A-1           0.00             0.00               0.00                0.00             0.00         0.00                0.00
 A-2           0.00             0.00               0.00                0.00             0.00         0.00                0.00
 A-X           0.00             0.00               0.00                0.00             0.00         0.00                0.00
  B            0.00             0.00               0.00                0.00             0.00         0.00                0.00
  C            0.00             0.00               0.00                0.00             0.00         0.00                0.00
  D            0.00             0.00               0.00                0.00             0.00         0.00                0.00
  E            0.00             0.00               0.00                0.00             0.00         0.00                0.00
  F            0.00             0.00               0.00                0.00             0.00         0.00                0.00
  G            0.00             0.00               0.00                0.00             0.00         0.00                0.00
  H            0.00             0.00               0.00                0.00             0.00         0.00                0.00
  J            0.00             0.00               0.00                0.00             0.00         0.00                0.00
  K            0.00             0.00               0.00                0.00             0.00         0.00                0.00
  L            0.00             0.00               0.00                0.00             0.00         0.00                0.00
  M            0.00             0.00               0.00                0.00             0.00         0.00                0.00
  N            0.00             0.00               0.00                0.00             0.00         0.00                0.00
  O            0.00             0.00               0.00                0.00             0.00         0.00                0.00
  R            0.00             0.00               0.00                0.00             0.00         0.00                0.00
 V-1           0.00             0.00               0.00                0.00             0.00         0.00                0.00
 V-2           0.00             0.00               0.00                0.00             0.00         0.00                0.00
-----     -----------   ------------------   -------------   --------------------  ----------   ------------   --------------------
Totals         0.00             0.00               0.00                0.00             0.00         0.00                0.00
======    ===========   ==================   =============   ====================  ==========   ============   ====================
</TABLE>



Copyright 1997, Wells Fargo Bank MN, N.A.                           Page 4 of 17

<PAGE>

WELLS FARGO LOGO

Wells Fargo Bank Minnesota, N.A.
Corporate Trust Services
11000 Broken Land Parkway
Columbia, MD 21044

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2000-C1

-----------------------------------------
For Additional Information please contact
       CTSLink Customer Service
            (301) 815-6600
 Reports Available on the World Wide web
         @www.ctslink.com/cmbs
-----------------------------------------

Payment Date:   08/17/2000
Record Date:    07/28/2000


OTHER REQUIRED INFORMATION

Available Distribution Amount                     0.00


Aggregate Number of Outstanding Loans                0
Aggregate Unpaid Principal Balance of Loans       0.00
Aggregate Stated Principal Balance of Loans       0.00



Aggregate Amount of Servicing Fee                 0.00
Aggregate Amount of Special Servicing Fee         0.00
Aggregate Amount of Trustee Fee                   0.00
Aggregate Stand-by Fee                            0.00
Aggregate Trust Fund Expenses                     0.00



Specially Serviced Loans not Delinquent
     Number of Outstanding Loans                     0
     Aggregate Unpaid Principal Balance           0.00



APPRAISAL REDUCTION AMOUNT

 -----------------------------------------------------
               Appraisal    Cumulative     Most Recent
  Loan         Reduction       ASER         App. Red.
 Number        Effected       Amount          Date
 -----------------------------------------------------
















 -----------------------------------------------------
 Total
 =====================================================


Copyright 1997, Wells Fargo Bank MN, N.A.                           Page 5 of 17

<PAGE>

WELLS FARGO LOGO

Wells Fargo Bank Minnesota, N.A.
Corporate Trust Services
11000 Broken Land Parkway
Columbia, MD 21044

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2000-C1

-----------------------------------------
For Additional Information please contact
       CTSLink Customer Service
            (301) 815-6600
 Reports Available on the World Wide web
         @www.ctslink.com/cmbs
-----------------------------------------

Payment Date:   08/17/2000
Record Date:    07/28/2000


                                 RATINGS DETAIL

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
                              Original Ratings                  Current Ratings (1)
Class        CUSIP     -------------------------------    -------------------------------
                         DCR   Fitch   Moody's   S&P        DCR   Fitch   Moody's   S&P
-----------------------------------------------------------------------------------------
<S>        <C>          <C>    <C>     <C>       <C>       <C>    <C>     <C>       <C>
 A-1
 A-2
 A-X
  B
  C
  D
  E
  F
  G
  H
  J
  K
  L
  M
  N
  O
  R
 V-1
 V-2
-----------------------------------------------------------------------------------------
</TABLE>

NR  - Designates that the class was not rated by the above agency at the time of
      original issuance.
X   - Designates that the above rating agency did not rate any classes in this
      transaction at the time of original issuance.
N/A - Data not available this period.


1) For any class not rated at the time of original issuance by any particular
rating agency, no request has been made subsequent to issuance to obtain rating
information, if any, from such rating agency. The current ratings were obtained
directly from the applicable rating agency within 30 days of the payment date
listed above. The ratings may have changed since they were obtained. Because the
ratings may have changed, you may want to obtain current ratings directly from
the rating agencies.


Duff & Phelps Credit Rating Co.         Fitch IBCA, Inc.
55 East Monroe Street                   One State Street Plaza
Chicago, Illinois 60603                 New York, New York 10004
(312) 368-3100                          (212) 908-0500


Moody's Investors Service               Standard & Poor's Rating Services
99 Church Street                        55 Water Street
New York, New York 10007                New York, New York 10041
(212) 553-0300                          (212) 438-2000


Copyright 1997, Wells Fargo Bank MN, N.A.                          Page 6 of 17

<PAGE>

WELLS FARGO LOGO

Wells Fargo Bank Minnesota, N.A.
Corporate Trust Services
11000 Broken Land Parkway
Columbia, MD 21044

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2000-C1

-----------------------------------------
For Additional Information please contact
       CTSLink Customer Service
            (301) 815-6600
 Reports Available on the World Wide web
         @www.ctslink.com/cmbs
-----------------------------------------

Payment Date:   08/17/2000
Record Date:    07/28/2000

            CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES


                               SCHEDULED BALANCE

--------------------------------------------------------------------------------
                                          % of
   Scheduled     # of      Scheduled      Agg.      WAM              Weighted
    Balance      loans      Balance       Bal.      (2)     WAC     Avg DSCR (1)
--------------------------------------------------------------------------------




















--------------------------------------------------------------------------------
   Totals
================================================================================


                                   STATE (3)

--------------------------------------------------------------------------------
                                          % of
                 # of      Scheduled      Agg.      WAM              Weighted
      State      Props.     Balance       Bal.      (2)     WAC     Avg DSCR (1)
--------------------------------------------------------------------------------




















--------------------------------------------------------------------------------
   Totals
================================================================================


See footnotes on last page of this section.


Copyright 1997, Wells Fargo Bank MN, N.A.                           Page 7 of 17


<PAGE>


WELLS FARGO [LOGO]

WELLS FARGO BANK MINNESOTA, N.A.
CORPORATE TRUST SERVICES
11000 BROKEN LAND PARKWAY
COLUMBIA, MD 21044


              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2000-C1


                                       -----------------------------------------
                                       For Additional Information please contact
                                                CTSLink Customer Service
                                                     (301) 815-6600
                                         Reports Available on the World Wide web
                                                 @ www.ctslink.com/cmbs
                                       -----------------------------------------
                                           Payment Date:      08/17/2000
                                           Record Date:       07/28/2000

--------------------------------------------------------------------------------
            CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES

<TABLE>
<CAPTION>
                          Debt Service Coverage Ratio
--------------------------------------------------------------------------------
                                         % of
 Debt Service       # of    Scheduled    Agg.     WAM                 Weighted
Coverage Ratio      loans     Balance    Bal.     (2)      WAC       Avg DSCR(1)
--------------------------------------------------------------------------------
<S>                 <C>     <C>          <C>      <C>      <C>       <C>







--------------------------------------------------------------------------------
    Totals
--------------------------------------------------------------------------------


<CAPTION>

                                    Note Rate
--------------------------------------------------------------------------------
                                         % of
     Note           # of    Scheduled    Agg.     WAM                 Weighted
     Rate           loans     Balance    Bal.     (2)      WAC       Avg DSCR(1)
--------------------------------------------------------------------------------
<S>                 <C>     <C>          <C>      <C>      <C>       <C>







--------------------------------------------------------------------------------
    Totals
--------------------------------------------------------------------------------


<CAPTION>
                                Property Type (3)
--------------------------------------------------------------------------------
                                         % of
                    # of    Scheduled    Agg.     WAM                 Weighted
Property Type      props.    Balance     Bal.     (2)      WAC       Avg DSCR(1)
--------------------------------------------------------------------------------
<S>                 <C>     <C>          <C>      <C>      <C>       <C>







--------------------------------------------------------------------------------
    Totals
--------------------------------------------------------------------------------

<CAPTION>

                                   Seasoning
--------------------------------------------------------------------------------
                                         % of
                    # of    Scheduled    Agg.     WAM                 Weighted
  Seasoning         loans     Balance    Bal.     (2)      WAC       Avg DSCR(1)
--------------------------------------------------------------------------------
<S>                 <C>     <C>          <C>      <C>      <C>       <C>







--------------------------------------------------------------------------------
    Totals
--------------------------------------------------------------------------------
</TABLE>

See footnotes on last page of this section

--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank MN, N.A.                          Page 8 of 17


<PAGE>

WELLS FARGO [LOGO]

WELLS FARGO BANK MINNESOTA, N.A.
CORPORATE TRUST SERVICES
11000 BROKEN LAND PARKWAY
COLUMBIA, MD 21044


              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2000-C1


                                       -----------------------------------------
                                       For Additional Information please contact
                                                CTSLink Customer Service
                                                     (301) 815-6600
                                         Reports Available on the World Wide web
                                                 @ www.ctslink.com/cmbs
                                       -----------------------------------------
                                           Payment Date:      08/17/2000
                                           Record Date:       07/28/2000

--------------------------------------------------------------------------------
            CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES

<TABLE>
<CAPTION>
               Anticipated Remaining Term (ARD and Balloon Loans)
--------------------------------------------------------------------------------
                                           % of
Anticipated Remaining   # of    Scheduled   Agg.     WAM              Weighted
    Term (2)           loans     Balance    Bal.     (2)      WAC    Avg DSCR(1)
--------------------------------------------------------------------------------
<S>                    <C>      <C>        <C>       <C>      <C>    <C>







--------------------------------------------------------------------------------
    Totals
--------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
               Remaining Amortization Term (ARD and Balloon Loans)
--------------------------------------------------------------------------------
                                           % of
Remaining Amortization  # of    Scheduled   Agg.     WAM              Weighted
     Term              loans     Balance    Bal.     (2)      WAC    Avg DSCR(1)
--------------------------------------------------------------------------------
<S>                    <C>     <C>         <C>       <C>      <C>    <C>







--------------------------------------------------------------------------------
    Totals
--------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                 Remaining Stated Term (Fully Amortizing Loans)
--------------------------------------------------------------------------------
                                         % of
Remaining Stated    # of    Scheduled    Agg.     WAM                 Weighted
    Term            loans    Balance     Bal.     (2)      WAC       Avg DSCR(1)
--------------------------------------------------------------------------------
<S>                 <C>     <C>          <C>      <C>      <C>       <C>







--------------------------------------------------------------------------------
    Totals
--------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
                             Age of Most Recent NOI
--------------------------------------------------------------------------------
                                        % of
  Age of Most       # of    Scheduled    Agg.     WAM                 Weighted
  Recent NOI       loans     Balance     Bal.     (2)      WAC       Avg DSCR(1)
--------------------------------------------------------------------------------
<S>                 <C>     <C>          <C>      <C>      <C>       <C>







--------------------------------------------------------------------------------
    Totals
--------------------------------------------------------------------------------
</TABLE>

(1) Debt Service Coverage Ratios are updated periodically as new NOI figures
become available from borrowers on an asset level, in all cases the most
recent DSCR provided by the Servicer is used. To the extent that no DSCR
is provided by the Servicer, information from the offering document is used.
The Trustee makes no representations as to the accuracy of the data provided
by the borrower for this calculation.

(2) Anticipated Remaining Term and WAM are each calculated based upon the
term from the current month to the earlier of the Anticipated Repayment Date,
if applicable, and the maturity date.

(3) Data in this table was calculated by allocating pro-rata the current
loan information to the properties based upon the Cut-off Date balance of
each property as disclosed in the offering document.

--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank MN, N.A.                          Page 9 of 17


<PAGE>

WELLS FARGO [LOGO]

WELLS FARGO BANK MINNESOTA, N.A.
CORPORATE TRUST SERVICES
11000 BROKEN LAND PARKWAY
COLUMBIA, MD 21044


              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2000-C1


                                       -----------------------------------------
                                       For Additional Information please contact
                                                CTSLink Customer Service
                                                     (301) 815-6600
                                         Reports Available on the World Wide web
                                                 @ www.ctslink.com/cmbs
                                       -----------------------------------------
                                           Payment Date:      08/17/2000
                                           Record Date:       07/28/2000

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

                              MORTGAGE LOAN DETAIL

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
                                                                                  Anticipated              Neg.
 Loan              Property                      Interest    Principal   Gross     Repayment   Maturity   Amort
Number    ODCR     Type (1)    City     State     Payment     Payment    Coupon       Date       Date     (Y/N)
----------------------------------------------------------------------------------------------------------------
<S>       <C>      <C>         <C>      <C>      <C>         <C>         <C>      <C>          <C>        <C>












----------------------------------------------------------------------------------------------------------------
Totals
----------------------------------------------------------------------------------------------------------------


<CAPTION>
---------------------------------------------------------------------------------------
           Beginning     Ending       Paid     Appraisal    Appraisal     Res.    Mod.
 Loan      Scheduled    Scheduled     Thru     Reduction    Reduction    Strat.   Code
Number      Balance      Balance      Date        Date        Amount      (2)      (3)
---------------------------------------------------------------------------------------
<S>        <C>          <C>           <C>      <C>          <C>          <C>      <C>












---------------------------------------------------------------------------------------
Totals
---------------------------------------------------------------------------------------
</TABLE>


                   (1) Property Type Code
                   ----------------------

MF  -  Multi-Family                     OF  -  Office
RT  -  Retail                           MU  -  Mixed Use
HC  -  Health Care                      LO  -  Lodging
IN  -  Industrial                       SS  -  Self Storage
WH  -  Warehouse                        OT  -  Other
MH  -  Mobile Home Park


                          (2) Resolution Strategy Code
                          ----------------------------

1 - Modification         6 - DPO                    10 - Deed in Lieu Of
2 - Foreclosure          7 - REO                         Foreclosure
3 - Bankruptcy           8 - Resolved               11 - Full Payoff
4 - Extension            9 - Pending Return         12 - Reps and Warranties
5 - Note Sale                to Master Servicer     13 - Other or TBD


                              (3) Modification Code
                              ---------------------

                            1 - Maturity Date Extension
                            2 - Authorization Change
                            3 - Principal Write-Off
                            4 - Combination


--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank MN, N.A.                          Page 10 of 17

<PAGE>


WELLS FARGO [LOGO]

WELLS FARGO BANK MINNESOTA, N.A.
CORPORATE TRUST SERVICES
11000 BROKEN LAND PARKWAY
COLUMBIA, MD 21044


              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2000-C1


                                       -----------------------------------------
                                       For Additional Information please contact
                                                CTSLink Customer Service
                                                     (301) 815-6600
                                         Reports Available on the World Wide web
                                                 @ www.ctslink.com/cmbs
                                       -----------------------------------------
                                           Payment Date:      08/17/2000
                                           Record Date:       07/28/2000

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

                          PRINCIPAL PREPAYMENT DETAIL
<TABLE>
-----------------------------------------------------------------------------------------------------------------------------
                                         Principal Prepayment Amount                   Prepayment Penalties
                Offering Document    -------------------------------------   ------------------------------------------------
Loan Number      Cross-Reference     Payoff Amount     Curtailment Amount     Percentage Premium     Yield Maintenance Charge
-----------------------------------------------------------------------------------------------------------------------------
<S>             <C>                  <C>               <C>                    <C>                    <C>












-----------------------------------------------------------------------------------------------------------------------------
  Totals
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

Copyright 1997, Wells Fargo Bank MN, N.A.                          Page 11 of 17
--------------------------------------------------------------------------------


<PAGE>


WELLS FARGO [LOGO]

WELLS FARGO BANK MINNESOTA, N.A.
CORPORATE TRUST SERVICES
11000 BROKEN LAND PARKWAY
COLUMBIA, MD 21044


              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2000-C1


                                       -----------------------------------------
                                       For Additional Information please contact
                                                CTSLink Customer Service
                                                     (301) 815-6600
                                         Reports Available on the World Wide web
                                                 @ www.ctslink.com/cmbs
                                       -----------------------------------------
                                           Payment Date:      08/17/2000
                                           Record Date:       07/28/2000

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

                               HISTORICAL DETAIL

<TABLE>
<CAPTION>


-----------------------------------------------------------------------------------------------------------------------------------
                                                             Delinquencies
-----------------------------------------------------------------------------------------------------------------------------------
Distribution        30-59 Days       60-89 Days      90 Days or More       Foreclosure            REO             Modifications
  Date              #   Balance      #   Balance       #   Balance         #   Balance         #   Balance         #   Balance
-----------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>              <C>             <C>                   <C>                 <C>                <C>













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

<CAPTION>

                             Prepayments                    Rate and Maturities
------------------------------------------------------------------------------------
Distribution        Curtailments        Payoff       Next Weighted Avg.
  Date              #   Balance      #   Balance     Coupon      Remit          WAM
------------------------------------------------------------------------------------
<S>                 <C>              <C>             <C>         <C>            <C>












-----------------------------------------------------------------------------------
</TABLE>



Note: Foreclosure and REO Totals are excluded from the delinquencies aging
      categories.

--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank MN, N.A.                       Page 12 of 17

<PAGE>


WELLS FARGO [LOGO]

WELLS FARGO BANK MINNESOTA, N.A.
CORPORATE TRUST SERVICES
11000 BROKEN LAND PARKWAY
COLUMBIA, MD 21044


              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2000-C1


                                       -----------------------------------------
                                       For Additional Information please contact
                                                CTSLink Customer Service
                                                     (301) 815-6600
                                         Reports Available on the World Wide web
                                                 @ www.ctslink.com/cmbs
                                       -----------------------------------------
                                           Payment Date:      08/17/2000
                                           Record Date:       07/28/2000

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

                            DELINQUENCY LOAN DETAIL

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                   Offering        # of                     Current     Outstanding   Status of    Resolution
                   Document       Months    Paid Through      P&I           P&I        Mortgage     Strategy       Servicing
Loan Number    Cross-Reference    Delinq.       Date        Advances     Advances**    Loan (1)     Code (2)     Transfer Date
----------------------------------------------------------------------------------------------------------------------------------
<S>            <C>                <C>       <C>             <C>         <C>           <C>          <C>           <C>












----------------------------------------------------------------------------------------------------------------------------------
  Totals
----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
--------------------------------------------------------------------------------
                                Current      Outstanding
                Foreclosure    Servicing      Servicing    Bankruptcy    REO
Loan Number        Date         Advances      Advances        Date       Date
--------------------------------------------------------------------------------
<S>             <C>            <C>           <C>           <C>           <C>










--------------------------------------------------------------------------------
  Totals
--------------------------------------------------------------------------------
</TABLE>

                          (1) Status of Mortgage Loan
                          ---------------------------

A  -  Payments Not Received               2  -  Two Months Delinquent
      But Still in Grace Period           3  -  Three or More Months Delinquent
B  -  Late Payment But Less               4  -  Assumed Scheduled payment
      Than 1 Month Delinquent                   (Performing Matured Loan)
0  -  Current                             7  -  Foreclosure
1  -  One Month Delinquent                8  -  REO

                          (2) Resolution Strategy Code
                          ----------------------------

1 - Modification         6 - DPO                   10 - Deed In Lieu Of
2 - Foreclosure          7 - REO                        Master Servicer
3 - Bankruptcy           8 - Resolved              11 - Full Payoff
4 - Extension            9 - Pending Return        12 - Reps and Warranties
5 - Note Sale                to Master Servicer    13 - Other or TBD

--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank MN, N.A.                       Page 13 of 17

<PAGE>
WELLS FARGO [LOGO]

WELLS FARGO BANK MINNESOTA, N.A.
CORPORATE TRUST SERVICES
11000 BROKEN LAND PARKWAY
COLUMBIA, MD 21044

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2000-C1

                                       -----------------------------------------
                                       For Additional Information please contact
                                                CTSLink Customer Service
                                                     (301) 815-6600
                                         Reports Available on the World Wide web
                                                 @ www.ctslink.com/cmbs
                                       -----------------------------------------
                                           Payment Date:      08/17/2000
                                           Record Date:       07/28/2000

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

                     SPECIALLY SERVICED LOAN DETAIL - PART 1
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
                          Offering     Servicing  Resolution                                                        Net
Distribution    Loan      Document      Transfer   Strategy     Scheduled   Property          Interest  Actual   Operating
   Date        Number  Cross-Reference    Date      Code (1)     Balance    Type (2)   State    Rate    Balance   Income
-----------------------------------------------------------------------------------------------------------------------------
<S>            <C>     <C>             <C>        <C>           <C>         <C>        <C>    <C>       <C>      <C>















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

<CAPTION>
------------------------------------------------------------------------
                                                          Remaining
Distribution     NOI                 Note     Maturity   Amortization
   Date          Date      DSCR      Date       Date         Term
------------------------------------------------------------------------
<S>              <C>       <C>       <C>      <C>        <C>














------------------------------------------------------------------------
</TABLE>

                          (1) Resolution Strategy Code
                          ----------------------------

1 - Modification         6 - DPO                  10 - Deed In Lieu Of
2 - Foreclosure          7 - REO                       Foreclosure
3 - Bankruptcy           8 - Resolved             11 - Full Payoff
4 - Extension            9 - Pending Return       12 - Reps and Warranties
5 - Note Sale                to Master Servicer   13 - Other or TBD

              (2) Property Type Code
              ----------------------

MF - Multi-Family             OF - Office
RT - Retail                   MU - Mixed use
HC - Health Care              LO - Lodging
IN - Industrial               SS - Self Storage
WH - Warehouse                OT - Other
MH - Mobile Home Park

--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank MN, N.A.                       Page 14 of 17

<PAGE>


WELLS FARGO [LOGO]

WELLS FARGO BANK MINNESOTA, N.A.
CORPORATE TRUST SERVICES
11000 BROKEN LAND PARKWAY
COLUMBIA, MD 21044


              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2000-C1


                                       -----------------------------------------
                                       For Additional Information please contact
                                                CTSLink Customer Service
                                                     (301) 815-6600
                                         Reports Available on the World Wide web
                                                 @ www.ctslink.com/cmbs
                                       -----------------------------------------
                                           Payment Date:      08/17/2000
                                           Record Date:       07/28/2000

                    SPECIALLY SERVICED LOAN DETAIL - PART 2

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                           Offering        Resolution      Site
Distribution    Loan        Document        Strategy    Inspection                 Appraisal  Appraisal      Other REO
    Date       Number   Cross-Reference     Code (1)       Date     Phase 1 Date      Date      Value     Property Revenue  Comment
------------------------------------------------------------------------------------------------------------------------------------
<S>            <C>      <C>                <C>          <C>         <C>            <C>        <C>         <C>               <C>
















------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                          (1) Resolution Strategy Code
                          ----------------------------

1 - Modification         6 - DPO                    10 - Deed in Lieu Of
2 - Foreclosure          7 - REO                         Foreclosure
3 - Bankruptcy           8 - Resolved               11 - Full Payoff
4 - Extension            9 - Pending Return         12 - Reps and Warranties
5 - Note Sale                to Master Servicer     13 - Other or TBD



--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank MN, N.A.                          Page 15 of 17



<PAGE>


WELLS FARGO [LOGO]

WELLS FARGO BANK MINNESOTA, N.A.
CORPORATE TRUST SERVICES
11000 BROKEN LAND PARKWAY
COLUMBIA, MD 21044


              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2000-C1


                                       -----------------------------------------
                                       For Additional Information please contact
                                                CTSLink Customer Service
                                                     (301) 815-6600
                                         Reports Available on the World Wide web
                                                 @ www.ctslink.com/cmbs
                                       -----------------------------------------
                                           Payment Date:      08/17/2000
                                           Record Date:       07/28/2000

                              MODIFIED LOAN DETAIL

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                   Offering
 Loan              Document      Pre-Modification
Number         Cross-Reference        Balance           Modification Date                       Modification Description
------------------------------------------------------------------------------------------------------------------------------------
<S>            <C>               <C>                    <C>                                     <C>














------------------------------------------------------------------------------------------------------------------------------------
Totals
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank MN, N.A.                          Page 16 of 17




<PAGE>


WELLS FARGO [LOGO]

WELLS FARGO BANK MINNESOTA, N.A.
CORPORATE TRUST SERVICES
11000 BROKEN LAND PARKWAY
COLUMBIA, MD 21044


              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2000-C1


                                       -----------------------------------------
                                       For Additional Information please contact
                                                CTSLink Customer Service
                                                     (301) 815-6600
                                         Reports Available on the World Wide web
                                                 @ www.ctslink.com/cmbs
                                       -----------------------------------------
                                           Payment Date:      08/17/2000
                                           Record Date:       07/28/2000

                             LIQUIDATED LOAN DETAIL

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
       Final Recovery     Offering                                               Gross Proceeds
 Loan  Determination      Document     Appraisal  Appraisal  Actual    Gross        as a % of
Number     Date       Cross-Reference     Date      Value    Balance  Proceeds   Actual Balance
-------------------------------------------------------------------------------------------------
<S>    <C>            <C>              <C>        <C>        <C>      <C>        <C>















-------------------------------------------------------------------------------------------------
  Current Total
-------------------------------------------------------------------------------------------------
Cumulative Total
-------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
------------------------------------------------------------------
 Aggregate        Net        Net Proceeds              Repurchased
Liquidation   Liquidation     as a % of      Realized   by Seller
  Expenses*     Proceeds    Actual Balance     Loss      (Y/N)
------------------------------------------------------------------
<S>            <C>           <C>              <C>       <C>













------------------------------------------------------------------------------------------------
  Current Total
------------------------------------------------------------------------------------------------
Cumulative Total
------------------------------------------------------------------------------------------------
</TABLE>


* Aggregate liquidation expenses also include outstanding P & I advances and
unpaid fees (servicing, trustee, etc.).

--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank MN, N.A.                          Page 17 of 17



<PAGE>

















                      [THIS PAGE INTENTIONALLY LEFT BLANK]


<PAGE>
                                   ANNEX E

        GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES

   Except in certain limited circumstances, the globally offered Credit
Suisse First Boston Mortgage Securities Corp. Commercial Mortgage
Pass-Through Certificates, Series 2000-C1 (the "Global Securities") will be
available only in book-entry form. Investors in the Global Securities may
hold such Global Securities through any of DTC, Cedelbank or Euroclear. The
Global Securities will be tradable as home market instruments in both the
European and U.S. domestic markets. Initial settlement and all secondary
trades will settle in same day funds. Capitalized terms used but not defined
in this Annex E have the meanings assigned to them in the Prospectus
Supplement and the Prospectus.

   Secondary market trading between investors holding Global Securities
through Cedelbank and Euroclear will be conducted in the ordinary way in
accordance with their normal rules and operating procedures and in accordance
with conventional eurobond practice (i.e., seven calendar day settlement).
Secondary market trading between investors holding Global Securities through
DTC will be conducted according to the rules and procedures applicable to
U.S. corporate debt obligations.

   Secondary cross-market trading between Cedelbank or Euroclear and DTC
Participants holding Certificates will be effected on a
delivery-against-payment basis through the respective Depositories of
Cedelbank and Euroclear (in such capacity) and as DTC Participants.

   Non-U.S. holders (as described below) of Global Securities will be subject
to U.S. withholding taxes unless such holders meet certain requirements and
deliver appropriate U.S. tax documents to the securities clearing
organizations or their participants.

INITIAL SETTLEMENT

   All Global Securities will be held in book-entry form by DTC in the name
of Cede & Co. as nominee of DTC. Investors' interests in the Global
Securities will be represented through financial institutions acting on their
behalf as direct and indirect Participants in DTC. As a result, Cedelbank and
Euroclear will hold positions on behalf of their participants through their
respective Depositories, which in turn will hold such positions in accounts
as DTC Participants.

   Investors electing to hold their Global Securities through DTC will follow
the settlement practices applicable to similar issues of pass-through
certificates. Investors' securities custody accounts will be credited with
their holdings against payment in same-day funds on the settlement date.

   Investors electing to hold their Global Securities through Cedelbank or
Euroclear accounts will follow the settlement procedures applicable to
conventional eurobonds, except that there will be no temporary global
security and no "lock-up" or restricted period. Global Securities will be
credited to the securities custody accounts on the settlement date against
payments in same-day funds.

SECONDARY MARKET TRADING

   Since the purchaser determines the place of delivery, it is important to
establish at the time of the trade where both the purchaser's and seller's
accounts are located to ensure that settlement can be made on the desired
value date.

   Trading between DTC Participants. Secondary market trading between DTC
Participants will be settled using the procedures applicable to similar
issues of pass-through certificates in same-day funds.

   Trading between Cedelbank and/or Euroclear Participants. Secondary market
trading between Cedelbank Participants or Euroclear Participants will be
settled using the procedures applicable to conventional eurobonds in same-day
funds.

   Trading between DTC seller and Cedelbank or Euroclear purchaser. When
Global Securities are to be transferred from the account of a DTC Participant
to the account of a Cedelbank Participant or a Euroclear Participant, the
purchaser will send instructions to Cedelbank or Euroclear through a

                               E-1
<PAGE>
Cedelbank Participant or Euroclear Participant at least one business day
prior to settlement. Cedelbank or Euroclear will instruct the respective
Depository, as the case may be, to receive the Global Securities against
payment. Payment will include interest accrued on the Global Securities from
and including the last coupon payment date to and excluding the settlement
date. Payment will then be made by the respective Depository to the DTC
Participant's account against delivery of the Global Securities. After
settlement has been completed, the Global Securities will be credited to the
respective clearing system and by the clearing system, in accordance with its
usual procedures, to the Cedelbank Participant's or Euroclear Participant's
account. The Global Securities credit will appear the next day (European
time) and the cash debit will be back-valued to, and the interest on the
Global Securities will accrue from, the value date (which would be the
preceding day when settlement occurred in New York). If settlement is not
completed on the intended value date (i.e., the trade fails), the Cedelbank
or Euroclear cash debit will be valued instead as of the actual settlement
date.

   Cedelbank Participants and Euroclear Participants will need to make
available to the respective clearing systems the funds necessary to process
same-day funds settlement. The most direct means of doing so is to
pre-position funds for settlement, either from cash on hand or existing lines
of credit, as they would for any settlement occurring within Cedelbank or
Euroclear. Under this approach, they may take on credit exposure to Cedelbank
or Euroclear until the Global Securities are credited to their accounts one
day later.

   As an alternative, if Cedelbank or Euroclear has extended a line of credit
to them, Cedelbank Participants or Euroclear Participants can elect not to
pre-position funds and allow that credit line to be drawn upon the finance
settlement. Under this procedure, Cedelbank Participants or Euroclear
Participants purchasing Global Securities would incur overdraft charges for
one day, assuming they cleared the overdraft when the Global Securities were
credited to their accounts. However, interest on the Global Securities would
accrue from the value date. Therefore, in many cases the investment income on
the Global Securities earned during that one day period may substantially
reduce or offset the amount of such overdraft charges, although this result
will depend on each Cedelbank Participant's or Euroclear Participant's
particular cost of funds.

   Since the settlement is taking place during New York business hours, DTC
Participants can employ their usual procedures for sending Global Securities
to the respective Depository for the benefit of Cedelbank Participants or
Euroclear Participants. The sale proceeds will be available to the DTC seller
on the settlement date. Thus, to the DTC Participant a cross-market
transaction will settle no differently than a trade between two DTC
Participants.

   Trading between Cedelbank or Euroclear seller and DTC purchaser. Due to
time zone differences in their favor, Cedelbank Participants and Euroclear
Participants may employ their customary procedures for transactions in which
Global Securities are to be transferred by the respective clearing system,
through the respective Depository, to a DTC Participant. The seller will send
instructions to Cedelbank or Euroclear through a Cedelbank Participant or
Euroclear Participant at least one business day prior to settlement. In these
cases, Cedelbank or Euroclear will instruct the respective Depository, as
appropriate, to deliver the bonds to the DTC Participant's account against
payment. Payment will include interest accrued on the Global Securities from
and including the last coupon payment date to and excluding the settlement
date. The payment will then be reflected in the account of the Cedelbank
Participant or Euroclear Participant the following day, and receipt of the
cash proceeds in the Cedelbank Participant's or Euroclear Participant's
account would be back-valued to the value date (which would be the preceding
day, when settlement occurred in New York). Should the Cedelbank Participant
or Euroclear Participant have a line of credit with its respective clearing
system and elect to be in debit in anticipation of receipt of the sale
proceeds in its account, the back-valuation will extinguish any overdraft
charges incurred over that one-day period. If settlement is not completed on
the intended value date (i.e., the trade fails), receipt of the cash proceeds
in the Cedelbank Participant's or Euroclear Participant's account would
instead be valued as of the actual settlement date. Finally, day traders that
use Cedelbank or Euroclear and that purchase Global Securities from DTC
Participants for delivery to Cedelbank Participants or Euroclear Participants
should note that these trades would automatically fail on the sale side
unless affirmative action were taken. At least three techniques should be
readily available to eliminate this potential problem:

                               E-2
<PAGE>
   (a) borrowing through Cedelbank or Euroclear for one day (until the
purchase side of the day trade is reflected in their Cedelbank or Euroclear
accounts) in accordance with the clearing system's customary procedures;

   (b) borrowing the Global Securities in the U.S. from a DTC Participant no
later than one day prior to settlement, which would give the Global
Securities sufficient time to be reflected in their Cedelbank or Euroclear
account in order to settle the sale side of the trade; or

   (c) staggering the value dates for the buy and sell sides of the trade so
that the value date for the purchase from the DTC Participant is at least one
day prior to the value date for the sale to the Cedelbank Participant or
Euroclear Participant.

CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS

   A Certificate Owner of Global Securities holding securities through
Cedelbank or Euroclear (or through DTC if the holder has an address outside
the U.S.) will be subject to the 30% U.S. withholding tax that generally
applies to payments of interest (including original issue discount) on
registered debt issued by U.S. Persons (as defined below), unless (i) each
clearing system, bank or other financial institution that holds customers'
securities in the ordinary course of its trade or business in the chain of
intermediaries between such Certificate Owner and the U.S. entity required to
withhold tax complies with applicable certification requirements and (ii)
such Certificate Owner takes one of the following steps to obtain an
exemption or reduced tax rate:

   Exemption for non-U.S. Persons (Form W-8). Certificate Owners that are
non-U.S. Persons can obtain a complete exemption from the withholding tax by
filing a signed Form W-8 (Certificate of Foreign Status). If the information
shown on Form W-8 changes, a new Form W-8 must be filed within 30 days of
such change.

   Exemption for non-U.S. Persons with effectively connected income (Form
4224). A non-U.S. Person, including a non-U.S. corporation or bank with a
U.S. branch, for which the interest income is effectively connected with its
conduct of a trade or business in the United States can obtain an exemption
from the withholding tax by filing Form 4224 (Exemption from Withholding of
Tax on Income Effectively Connected with the Conduct of a Trade or Business
in the United States).

   Exemption or reduced rate for non-U.S. Persons resident in treaty
countries (Form 1001). Non-U.S. Persons that are Certificate Owners residing
in a country that has a tax treaty with the United States can obtain an
exemption or reduced tax rate (depending on the treaty terms) by filing Form
1001 (Ownership, Exemption or Reduced Rate Certificate). If the treaty
provides only for a reduced rate, withholding tax will be imposed at that
rate unless the filer alternatively files Form W-8. Form 1001 may be filed by
the Certificate Owner or his agent.

   Exemption for U.S. Persons (Form W-9). U.S. Persons can obtain a complete
exemption from the withholding tax by filing Form W-9 (Payer's Request for
Taxpayer Identification Number and Certification).

   U.S. Federal Income Tax Reporting Procedure. The Certificate Owner of a
Global Security or, in the case of a Form 1001 or a Form 4224 filer, his
agent, files by submitting the appropriate form to the person through whom it
holds (the clearing agency, in the case of persons holding directly on the
books of the clearing agency). Except as provided below, Form W-8 and Form
1001 are effective for three calendar years and Form 4224 is effective for
one calendar year.

   Final withholding regulations (the "New Regulations") effective January 1,
2001 affect the documentation required from non-U.S. Persons having validly
existing IRS Forms, such as IRS Form W-8, 1001 or 4224. The New Regulations
replace a number of current tax certification forms (including IRS Forms W-9,
1001 and 4224, as discussed above) with a new series of IRS Forms W-8 and
generally standardize the period of time for which withholding agents can
rely on such forms (although certain of the new forms may remain valid
indefinitely if the beneficial owner provides a United States taxpayer
identification number and the information on the form does not change).
Existing forms and statements will remain valid until the earlier of their
expiration or December 31, 2000.

                               E-3
<PAGE>

   The term "U.S. Person" means (i) a citizen or resident of the United
States, (ii) a corporation or partnership organized in or under the laws of
the United States, any state thereof or the District of Columbia, (iii) an
estate the income of which is includible in gross income for United States
tax purposes, regardless of its source or (iv) a trust if a court within the
United States is able to exercise primary supervision of the administration
of the trust and one or more United States persons have the authority to
control all substantial decisions of the trust.

   This summary does not deal with all aspects of U.S. Federal income tax
withholding that may be relevant to foreign holders of the Global Securities.
Investors are advised to consult their own tax advisors for specific tax
advice concerning their holding and disposing of the Global Securities.

                               E-4


<PAGE>

PROSPECTUS

             CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                                  DEPOSITOR
          Commercial/Multifamily Mortgage Pass-Through Certificates
                              (Issuable in Series)

Credit Suisse First Boston Mortgage Securities Corp. (the "Depositor") from time
to time will offer Commercial/Multifamily Mortgage Pass-Through Certificates
(the "Certificates") in "Series" by means of this Prospectus and a separate
Prospectus Supplement for each Series. The Certificates of each Series will
evidence beneficial ownership interests in a trust fund (the "Trust Fund") to be
established by the Depositor. The Certificates of a Series may be divided into
two or more "Classes" which may have different interest rates and which may
receive principal payments in differing proportions and at different times. In
addition, rights of the holders of certain Classes to receive principal and
interest may be subordinated to those of other Classes.

Each Trust Fund will consist of a pool (the "Mortgage Pool") of one or more
mortgage loans secured by first or junior liens on residential/commercial
properties, and related property and interests, conveyed to such Trust Fund by
the Depositor, and other assets, including any reserve funds established with
respect to a Series, insurance policies on the Mortgage Loans, letters of
credit, certificate guarantee insurance policies or other enhancement described
in the related Prospectus Supplement. If so specified in the related Prospectus
Supplement, the Mortgage Pool may also include participation interests in such
types of mortgage loans, installment contracts for the sale of such types of
properties and/or mortgage pass-through certificates. Such mortgage loans,
participation interests, mortgage pass-through certificates ("MBS") and
installment contracts are hereinafter referred to as the "Mortgage Loans." The
Mortgage Loans will have fixed or adjustable interest rates. Some Mortgage Loans
will fully amortize over their remaining terms to maturity and others will
provide for balloon payments at maturity. The Mortgage Loans will provide for
recourse against only the Mortgaged Properties or provide for recourse against
the other assets of the obligors thereunder. The Mortgage Loans will be newly
originated or seasoned, and will be acquired by the Depositor either directly or
through one or more affiliates. Information regarding each Series of
Certificates, including interest and principal payment provisions for each
Class, as well as information regarding the size, composition and other
characteristics of the Mortgage Pool relating to such Series, will be furnished
in the related Prospectus Supplement. The Mortgage Loans will be serviced by a
Master Servicer identified in the related Prospectus Supplement.

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

The Certificates do not represent an obligation of or an interest in the
Depositor or any affiliate thereof. Unless so specified in the related
Prospectus Supplement, neither the Certificates nor the Mortgage Loans are
insured or guaranteed by any governmental agency or instrumentality or by any
other person or entity.

The Depositor, as specified in the related Prospectus Supplement, may elect to
treat all or a specified portion of the collateral securing any Series of
Certificates as a "real estate mortgage investment conduit" (a "REMIC"), or an
election may be made to treat the arrangement by which a Series of Certificates
is issued as a REMIC. If such election is made, each Class of Certificates of a
Series will be either Regular Interest Certificates or Residual Certificates
(each, as defined herein), as specified in the related Prospectus Supplement. If
no such election is made, the Trust Fund, as specified in the related Prospectus
Supplement, will be classified as a grantor trust for federal income tax
purposes. See "Certain Federal Income Tax Consequences."

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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

PROSPECTIVE INVESTORS SHOULD REVIEW THE INFORMATION APPEARING UNDER THE CAPTION
"RISK FACTORS" AFTER THE SECTION CAPTIONED "INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE" HEREIN.

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

   Offers of the Certificates may be made through one or more different
methods, including offerings through underwriters, which may include Credit
Suisse First Boston Corporation, an affiliate of the Depositor, as more fully
described under "Plan of Distribution" herein and in the related Prospectus
Supplement. Certain offerings of the Certificates, as specified in the
related Prospectus Supplement, may be made in one or more transactions exempt
from the registration requirements of the Securities Act of 1933, as amended.
Such offerings are not being made pursuant to the Registration Statement of
which this Prospectus forms a part.


   There will have been no public market for the Certificates of any Series
prior to the offering thereof. No assurance can be given that such a market
will develop as a result of such offering or, if it does develop, that it
will continue.

   This Prospectus may not be used to consummate sales of the Certificates
offered hereby unless accompanied by a Prospectus Supplement.

                          CREDIT SUISSE FIRST BOSTON

                      Prospectus dated October 12, 1999.

<PAGE>




                      [THIS PAGE INTENTIONALLY LEFT BLANK]




<PAGE>
                            PROSPECTUS SUPPLEMENT

   The Prospectus Supplement relating to each Series of Certificates will,
among other things, set forth with respect to such Series of Certificates:
(i) the identity of each Class within such Series; (ii) the initial aggregate
principal amount, the interest rate (the "Pass-Through Rate") (or the method
for determining it) and the authorized denominations of each Class of
Certificates of such Series; (iii) certain information concerning the
Mortgage Loans relating to such Series, including the principal amount, type
and characteristics of such Mortgage Loans on the date of issue of such
Series of Certificates, and, if applicable, the amount of any Reserve Fund
for such Series; (iv) the circumstances, if any, under which the Certificates
of such Series are subject to redemption prior to maturity; (v) the final
scheduled distribution date of each Class of Certificates of such Series;
(vi) the method used to calculate the aggregate amount of principal available
and required to be applied to the Certificates of such Series on each
Distribution Date; (vii) the order of the application of principal and
interest payments to each Class of Certificates of such Series and the
allocation of principal to be so applied; (viii) the extent of subordination
of any Subordinate Certificates; (ix) the principal amount of each Class of
Certificates of such Series that would be outstanding on specified
Distribution Dates, if the Mortgage Loans relating to such Series were
prepaid at various assumed rates; (x) the Distribution Dates for each Class
of Certificates of such Series; (xi) relevant financial information with
respect to the Borrower(s) and the Mortgaged Properties underlying the
Mortgage Loans relating to such Series, if applicable; (xii) information with
respect to the terms of the Subordinate Certificates or Residual
Certificates, if any, of such Series; (xiii) additional information with
respect to the Enhancement (as defined herein) relating to such Series; (xiv)
additional information with respect to the plan of distribution of such
Series; and (xv) whether the Certificates of such Series will be registered
in the name of the nominee of The Depository Trust Company or another
depository.

                            ADDITIONAL INFORMATION

   This Prospectus contains, and the Prospectus Supplement for each Series of
Certificates will contain, a summary of the material terms of the documents
referred to herein and therein, but neither contains nor will contain all of
the information set forth in the Registration Statement (the "Registration
Statement") of which this Prospectus and the related Prospectus Supplement is
a part. For further information, reference is made to such Registration
Statement and the exhibits thereto which the Depositor has filed with the
Securities and Exchange Commission (the "Commission"), under the Securities
Act of 1933, as amended (the "Act"). Statements contained in this Prospectus
and any Prospectus Supplement as to the contents of any contract or other
document referred to are summaries and in each instance reference is made to
the copy of the contract or other document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects
by such reference. Copies of the Registration Statement may be obtained from
the Commission, upon payment of the prescribed charges, or may be examined
free of charge at the Commission's offices. The Depositor is subject to the
informational requirements of the Securities Exchange Act of 1934, as
amended, and in accordance therewith files reports and other information with
the Commission. Reports and other information filed with the Commission can
be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Regional Offices of the Commission at Seven World Trade Center, 13th Floor,
New York, New York 10048; and Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. The Commission maintains a Web
site at http://www.sec.gov containing reports, proxy and information
statements and other information regarding registrants, including Credit
Suisse First Boston Mortgage Securities Corp., that file electronically with
the Commission. Copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. Copies of the Agreement pursuant to which a
Series of Certificates is issued will be provided to each person to whom a
Prospectus and the related Prospectus Supplement are delivered, upon written
or oral request directed to: Credit Suisse First Boston Mortgage Securities
Corp., Eleven Madison Avenue, New York, New York 10010, telephone number
(212) 325-2000.

                                1
<PAGE>
              INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

   There are incorporated herein by reference all documents and reports filed
or caused to be filed by the Depositor with respect to a Trust Fund pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the termination of the offering of Certificates offered
hereby. 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 Certificates, upon request, a copy of any
or all such documents or reports incorporated herein by reference, in each
case to the extent such documents or reports relate to one or more of such
Classes of such Certificates, other than the exhibits to such documents
(unless such exhibits are specifically incorporated by reference in such
documents). Requests to the Depositor should be directed to: Credit Suisse
First Boston Mortgage Securities Corp., Eleven Madison Avenue, New York, New
York 10010, telephone number (212) 325-2000.

                                2
<PAGE>
                                 RISK FACTORS

   INVESTORS SHOULD CONSIDER, IN CONNECTION WITH THE PURCHASE OF
CERTIFICATES, AMONG OTHER THINGS, THE FOLLOWING FACTORS AND CERTAIN OTHER
FACTORS AS MAY BE SET FORTH IN "RISK FACTORS" IN THE RELATED PROSPECTUS
SUPPLEMENT.

LIMITED LIQUIDITY

   There can be no assurance that a secondary market for the Certificates of
any Series will develop or, if it does develop, that it will provide holders
with liquidity of investment or will continue while Certificates of such
Series remain outstanding. Any such secondary market may provide less
liquidity to investors than any comparable market for securities evidencing
interests in single family mortgage loans. The market value of Certificates
will fluctuate with changes in prevailing rates of interest. Consequently,
sale of Certificates by a holder in any secondary market that may develop may
be at a discount from 100% of their original principal balance or from their
purchase price. Furthermore, secondary market purchasers may look only
hereto, to the related Prospectus Supplement and to the reports to
Certificateholders delivered pursuant to the related Agreement. Except to the
extent described herein and in the related Prospectus Supplement,
Certificateholders will have no redemption rights and the Certificates are
subject to early retirement only under certain specified circumstances
described herein and in the related Prospectus Supplement.

LIMITED ASSETS

   The Certificates will not represent an interest in or obligation of the
Depositor, the Master Servicer, or any of their affiliates. The only
obligations with respect to the Certificates or the Mortgage Loans will be
the obligations (if any) of the Depositor (or, if otherwise provided in the
related Prospectus Supplement, the person identified therein as the person
making certain representations and warranties with respect to the Mortgage
Loans, as applicable) pursuant to certain limited representations and
warranties made with respect to the Mortgage Loans. Since certain
representations and warranties with respect to the Mortgage Loans may have
been made and/or assigned in connection with transfers of such Mortgage Loans
prior to the Closing Date, the rights of the Trustee and the
Certificateholders with respect to such representations or warranties will be
limited to their rights as an assignee thereof. Unless otherwise specified in
the related Prospectus Supplement, none of the Depositor, the Master Servicer
or any affiliate thereof will have any obligation with respect to
representations or warranties made by any other entity. Unless otherwise
specified in the related Prospectus Supplement, neither the Certificates nor
the underlying Mortgage Loans will be guaranteed or insured by any
governmental agency or instrumentality, or by the Depositor, the Master
Servicer or any of their affiliates. Proceeds of the assets included in the
related Trust Fund for each Series of Certificates (including the Mortgage
Loans and any form of Enhancement) will be the sole source of payments on the
Certificates, and there will be no recourse to the Depositor or any other
entity in the event that such proceeds are insufficient or otherwise
unavailable to make all payments provided for under the Certificates.

   Unless otherwise specified in the related Prospectus Supplement, a Series
of Certificates will not have any claim against or security interest in the
Trust Funds for any other Series. If the related Trust Fund is insufficient
to make payments on such Certificates, no other assets will be available for
payment of the deficiency. Additionally, certain amounts remaining in certain
funds or accounts, including the Distribution Account, the Collection Account
and the REO Account and any accounts maintained as Enhancement, may be
withdrawn under certain conditions, as described in the related Prospectus
Supplement. In the event of such withdrawal, such amounts will not be
available for future payment of principal of or interest on the Certificates.
If so provided in the Prospectus Supplement for a Series of Certificates that
includes one or more classes of Subordinate Certificates, on any Distribution
Date in respect of which losses or shortfalls in collections on the Trust
Funds have been incurred, the amount of such 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 such Prospectus
Supplement.

                                3
<PAGE>
PREPAYMENTS AND EFFECT ON AVERAGE LIFE OF CERTIFICATES AND YIELDS

   Prepayments (including those caused by defaults) on the Mortgage Loans in
any Trust Fund generally will result in a faster rate of principal payments
on one or more classes of the related Certificates than if payments on such
Mortgage Loans were made as scheduled. Thus, the prepayment experience on the
Mortgage Loans may affect the average life of each class of related
Certificates. The rate of principal payments on pools of mortgage loans
varies between pools and from time to time is influenced by a variety of
economic, demographic, geographic, social, tax, legal and other factors.
There can be no assurance as to the rate of prepayment on the Mortgage Loans
in any Trust Fund or that the rate of payments will conform to any model
described herein or in any Prospectus Supplement. If prevailing interest
rates fall significantly below the applicable mortgage interest rates,
principal prepayments are likely to be higher than if prevailing rates remain
at or above the rates borne by the Mortgage Loans underlying or comprising
the Mortgaged Properties in any Trust Fund. As a result, the actual maturity
of any class of Certificates could occur significantly earlier than expected.
A Series of Certificates may include one or more classes of Certificates with
priorities of payment and, as a result, yields on other classes of
Certificates of such Series may be more sensitive to prepayments on Mortgage
Loans. A Series of Certificates may include one or more classes offered at a
significant premium or discount. Yields on such classes of Certificates will
be sensitive, and in some cases extremely sensitive, to prepayments on
Mortgage Loans and, where the amount of interest payable with respect to a
class is disproportionately high, as compared to the amount of principal, as
with certain classes of Stripped Certificates, a holder might, in some
prepayment scenarios, fail to recoup its original investment. A Series of
Certificates may include one or more classes of Certificates that provide for
distribution of principal thereof from amounts attributable to interest
accrued but not currently distributable on one or more classes of
Certificates (the "Accrual Certificates") and, as a result, yields on such
Certificates will be sensitive to (a) the provisions of such Accrual
Certificates relating to the timing of distributions of interest thereon and
(b) if such Accrual Certificates accrue interest at a variable or floating
Pass-Through Rate, changes in such rate.

LIMITED NATURE OF RATINGS

   Any rating assigned by a Rating Agency to a class of Certificates will
reflect such Rating Agency's assessment solely of the likelihood that holders
of Certificates of such class will receive payments to which such
Certificateholders are entitled under the related Agreement. Such rating will
not constitute an assessment of the likelihood that principal prepayments
(including those caused by defaults) on the related Mortgage Loans will be
made, the degree to which the rate of such prepayments might differ from that
originally anticipated or the likelihood of early optional termination of the
Series of Certificates. Such rating will not address the possibility that
prepayment at higher or lower rates than anticipated by an investor may cause
such investor to experience a lower than anticipated yield or that an
investor purchasing a Certificate at a significant premium might fail to
recoup its initial investment under certain prepayment scenarios. Each
Prospectus Supplement will identify any payment to which holders of
Certificates of the related Series are entitled that is not covered by the
applicable rating.

   The amount, type and nature of any Enhancement established with respect to
a Series of Certificates will be determined on the basis of criteria
established by each Rating Agency rating classes of such Series. Such
criteria are sometimes based upon an actuarial analysis of the behavior of
mortgage loans in a larger group. Such analysis is often the basis upon which
each Rating Agency determines the amount of credit support required with
respect to each such class. There can be no assurance that the historical
data supporting any such actuarial analysis will accurately reflect future
experience nor any assurance that the data derived from a large pool of
mortgage loans accurately predicts the delinquency, foreclosure or loss
experience of any particular pool of Mortgage Loans. No assurance can be
given that values of any Mortgaged Properties have remained or will remain at
their levels on the respective dates of origination of the related Mortgage
Loans. Moreover, there is no assurance that appreciation of real estate
values generally will limit loss experiences on the Mortgaged Properties. If
the commercial or multifamily residential real estate markets should
experience an overall decline in property values such that the outstanding
principal balances of the Mortgage Loans underlying or comprising the
Mortgage Loans in a particular Trust Fund and any secondary financing on the
related Mortgaged Properties become equal to or greater than the value of the
Mortgaged Properties, the rates of delinquencies, foreclosures and

                                4
<PAGE>
losses could be higher than those now generally experienced by institutional
lenders. In addition, adverse economic conditions (which may or may not
affect real property values) may affect the timely payment by mortgagors of
scheduled payments of principal and interest on the Mortgage Loans and,
accordingly, the rates of delinquencies, foreclosures and losses with respect
to any Trust Fund. To the extent that such losses are not covered by
Enhancement, if any, described in the related Prospectus Supplement, such
losses will be borne, at least in part, by the holders of one or more classes
of the Certificates of the related Series.

RISKS ASSOCIATED WITH MORTGAGE LOANS AND MORTGAGED PROPERTIES

   Mortgage loans made with respect to multifamily or commercial property may
entail risks of delinquency and foreclosure, and risks of loss in the event
thereof, that are greater than similar risks associated with single family
property. The ability of a mortgagor to repay a loan secured by an
income-producing property typically is dependent primarily upon the
successful operation of such property rather than any independent income or
assets of the mortgagor; thus, the value of an income-producing property is
directly related to the net operating income derived from such property. In
contrast, the ability of a mortgagor to repay a single family loan typically
is dependent primarily upon the mortgagor's household income, rather than the
capacity of the property to produce income; thus, other than in geographical
areas where employment is dependent upon a particular employer or an
industry, the mortgagor's income tends not to reflect directly the value of
such property. A decline in the net operating income of an income-producing
property will likely affect both the performance of the related loan as well
as the liquidation value of such property, whereas a decline in the income of
a mortgagor on a single family property will likely affect the performance of
the related loan but may not affect the liquidation value of such property.
Moreover, a decline in the value of a Mortgaged Property will increase the
risk of loss particularly with respect to any related junior Mortgage Loan.

   The performance of a mortgage loan secured by an income-producing property
leased by the mortgagor to tenants as well as the liquidation value of such
property may be dependent upon the business operated by such tenants in
connection with such property, the creditworthiness of such tenants or both.
The risks associated with such loans may be offset by the number of tenants
or, if applicable, a diversity of types of business operated by such tenants.

   It is anticipated that a substantial portion 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 which, in the event of a
mortgagor's default, recourse may be had only against the specific property
and such other assets, if any, as have been pledged to secure the related
Mortgage Loan. With respect to those Mortgage Loans that provide for recourse
against the mortgagor and its assets generally, there can be no assurance
that such recourse will ensure a recovery in respect of a defaulted Mortgage
Loan greater than the liquidation value of the related Mortgaged Property.

   Further, the concentration of default, foreclosure and loss risks in
individual mortgagors or Mortgage Loans in a particular Trust Fund or the
related Mortgaged Properties will generally be greater than for pools of
single family loans both because the Mortgage Loans in a Trust Fund will
generally consist of a smaller number of loans than would a single family
pool of comparable aggregate unpaid principal balance and because of the
higher principal balance of individual Mortgage Loans. Mortgage Loans in a
Trust Fund may consist of only a single or limited number of Mortgage Loans
and/or relate to Leases to only a single Lessee or a limited number of
Lessees.

   If applicable, certain legal aspects of the Mortgage Loans for a Series of
Certificates may be described in the related Prospectus Supplement.

RISKS ASSOCIATED WITH MORTGAGE LOANS AND LEASES

   If so described in the related Prospectus Supplement, each mortgagor under
a Mortgage Loan may be an entity created by the owner or purchaser of the
related Mortgaged Property solely to own or purchase such property, in part
to isolate the property from the debts and liabilities of such owner or
purchaser. Unless otherwise specified, each such Mortgage Loan will represent
a nonrecourse obligation

                                5
<PAGE>
of the related mortgagor secured by the lien of the related Mortgage and the
related Lease assignments. Whether or not such loans are recourse or
nonrecourse obligations, it is not expected that the mortgagors will have any
significant assets other than the Mortgaged Properties and the related
Leases, which will be pledged to the Trustee under the related Agreement.
Therefore, the payment of amounts due on any such Mortgage Loans, and,
consequently, the payment of principal of and interest on the related
Certificates, will depend primarily or solely on rental payments by the
Lessees. Such rental payments will, in turn, depend on continued occupancy
by, and/or the creditworthiness of, such Lessees, which in either case may be
adversely affected by a general economic downturn or an adverse change in
their financial condition. Moreover, to the extent a Mortgaged Property was
designed for the needs of a specific type of tenant (e.g., a nursing home,
hotel or motel), the value of such property in the event of a default by the
Lessee or the early termination of such Lease may be adversely affected
because of difficulty in re-leasing the property to a suitable substitute
lessee or, if re-leasing to such a substitute is not possible, because of the
cost of altering the property for another more marketable use. As a result,
without the benefit of the Lessee's continued support of the Mortgaged
Property, and absent significant amortization of the Mortgage Loan, if such
loan is foreclosed on and the Mortgaged Property is liquidated following a
lease default, the net proceeds might be insufficient to cover the
outstanding principal and interest owing on such loan, thereby increasing the
risk that holders of the Certificates will suffer some loss.

BALLOON PAYMENTS

   Certain of the Mortgage Loans (the "Balloon Mortgage Loans") as of the
Cut-Off Date may not be fully amortizing over their terms to maturity and,
thus, will require substantial principal payments (i.e., balloon payments) at
their stated maturity. Mortgage Loans with balloon payments involve a greater
degree of risk because the ability of a mortgagor to make a balloon payment
typically will depend upon its ability either to timely refinance the loan or
to timely sell the related Mortgaged Property. The ability of a mortgagor to
accomplish either of these goals will be affected by a number of factors,
including the level of available mortgage interest rates at the time of sale
or refinancing, the mortgagor's equity in the related Mortgaged Property, the
financial condition and operating history of the mortgagor and the related
Mortgaged Property, tax laws, rent control laws (with respect to certain
multifamily properties and mobile home parks), reimbursement rates (with
respect to certain nursing homes), renewability of operating licenses,
prevailing general economic conditions and the availability of credit for
commercial or multifamily real properties, as the case may be, generally.

JUNIOR MORTGAGE LOANS

   To the extent specified in the related Prospectus Supplement, certain of
the Mortgage Loans may be secured primarily by junior mortgages. In the case
of liquidation, Mortgage Loans secured by junior mortgages are entitled to
satisfaction from proceeds that remain from the sale of the related Mortgaged
Property after the mortgage loans senior to such Mortgage Loans have been
satisfied. If there are not sufficient funds to satisfy such junior Mortgage
Loans and senior mortgage loans, such Mortgage Loan would suffer a loss and,
accordingly, one or more classes of Certificates would bear such loss.
Therefore, any risks of deficiencies associated with first Mortgage Loans
will be greater with respect to junior Mortgage Loans.

OBLIGOR DEFAULT

   If so specified in the related Prospectus Supplement, in order to maximize
recoveries on defaulted Mortgage Loans, a Master Servicer or a Special
Servicer will be permitted (within prescribed parameters) to extend and
modify Mortgage Loans that are in default or as to which a payment default is
imminent, including in particular with respect to balloon payments. In
addition, a Master Servicer or a Special Servicer may receive a workout fee
based on receipts from or proceeds of such Mortgage Loans. While any such
entity generally will be required to determine that any such extension or
modification is reasonably likely to produce a greater recovery on a present
value basis than liquidation, there can be no assurance that such flexibility
with respect to extensions or modifications or payment of a workout fee will
increase the present value of receipts from or proceeds of Mortgage Loans
that are in default or as to

                                6
<PAGE>
which a payment default is imminent. Additionally, if so specified in the
related Prospectus Supplement, certain of the Mortgage Loans included in the
Mortgage Pool for a Series may have been subject to workouts or similar
arrangements following periods of delinquency and default.

MORTGAGOR TYPE

   Mortgage Loans made to partnerships, corporations or other entities may
entail risks of loss from delinquency and foreclosure that are greater than
those of Mortgage Loans made to individuals. The mortgagor's sophistication
and form of organization may increase the likelihood of protracted litigation
or bankruptcy in default situations.

ENHANCEMENT LIMITATIONS

   The Prospectus Supplement for a Series of Certificates will describe any
Enhancement in the related Trust Fund, which may include letters of credit,
insurance policies, guarantees, reserve funds or other types of credit
support, or combinations thereof. The use of Enhancement will be subject to
the conditions and limitations described herein and in the related Prospectus
Supplement. Moreover, such Enhancement may not cover all potential losses or
risks. For example, Enhancement may or may not cover fraud or negligence by a
mortgage loan originator or other parties.

   A Series of Certificates may include one or more classes of Subordinate
Certificates, 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. 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 Enhancement may be exhausted
before the principal of the lower priority classes of Certificates of such
Series has been repaid. As a result, the impact of significant losses and
shortfalls on the Trust Funds may fall primarily upon those classes of
Certificates having a lower priority of payment. Moreover, if a form of
Enhancement covers more than one Series of Certificates (each, a "Covered
Trust"), holders of Certificates evidencing an interest in a Covered Trust
will be subject to the risk that such Enhancement will be exhausted by the
claims of other Covered Trusts.

   The amount of any applicable Enhancement supporting one or more classes of
Certificates, including the subordination of one or more classes of other
Certificates, will be determined on the basis of criteria established by each
Rating Agency rating such classes of Certificates based on an assumed level
of defaults, delinquencies, other losses or other factors. There can,
however, be no assurance that the loss experience on the related Mortgage
Loans will not exceed such assumed levels.

   Regardless of the form of Enhancement provided, the amount of coverage
will be limited in amount and in most cases will be subject to periodic
reduction in accordance with a schedule or formula. The Master Servicer will
generally be permitted to reduce, terminate or substitute all or a portion of
the Enhancement for any Series of Certificates, if the applicable Rating
Agency indicates that the then-current rating thereof will not be adversely
affected. The rating of any Series of Certificates by any applicable Rating
Agency may be lowered following the initial issuance thereof as a result of
the downgrading of the obligations of any applicable Enhancement provider, or
as a result of losses on the related Mortgage Loans substantially in excess
of the levels contemplated by such Rating Agency at the time of its initial
rating analysis. None of the Depositor, the Master Servicer or any of their
affiliates will have any obligation to replace or supplement any Enhancement,
or to take any other action to maintain any rating of any Series of
Certificates.

ENFORCEABILITY

   Mortgages may contain a due-on-sale clause, which in general permits the
lender to accelerate the maturity of the Mortgage Loan if the mortgagor
sells, transfers or conveys the related Mortgaged Property or its interest in
the Mortgaged Property. Mortgages may also include a debt-acceleration
clause, which permits the lender to accelerate the debt upon a monetary or
non-monetary default by the mortgagor. Such clauses are generally enforceable
subject to certain exceptions. The courts of all states

                                7
<PAGE>
will enforce clauses providing for acceleration in the event of a material
payment default. The equity courts of any state, however, may refuse the
foreclosure of a mortgage or deed of trust when an acceleration of the
indebtedness would be inequitable or unjust or the circumstances would render
the acceleration unconscionable.

   If so specified in the related Prospectus Supplement, the Mortgage Loans
will be secured by an assignment of leases and rents pursuant to which the
mortgagor typically assigns its right, title and interest as landlord under
the leases on the related Mortgaged Property and the income derived therefrom
to the lender as further security for the related Mortgage Loan, while
retaining a license to collect rents for so long as there is no default. In
the event the mortgagor defaults, the license terminates and the lender is
entitled to collect rents. Such assignments are typically not perfected as
security interests prior to actual possession of the cash flows. 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 mortgagor, the lender's ability to collect
the rents may be adversely affected.

ENVIRONMENTAL RISKS

   Real property pledged as security for a mortgage loan may be subject to
certain environmental risks. Under the laws of certain states, failure to
perform a cleanup required for contamination of a property may give rise to a
lien on the property to assure the costs of cleanup. In several states, such
a lien has priority over the lien of an existing mortgage against such
property. In addition, under the laws of some states and under the federal
Comprehensive Environmental Response, Compensation and Liability Act of 1980
("CERCLA") a lender may become liable, as an "owner" or "operator," for costs
of addressing releases or threatened releases of hazardous substances that
require remedy at a property, if agents or employees of the lender
participated in the operations of the mortgagor, regardless of whether or not
the environmental damage or threat was caused by a prior owner. A lender also
risks such liability on foreclosure of the mortgage. Each Agreement will
provide that the Master Servicer, acting on behalf of the Trust Fund, may not
acquire title to a Mortgaged Property securing a Mortgage Loan or take over
its operation unless such Master Servicer has previously determined, based
upon a report prepared by a person who regularly conducts environmental
audits, that: (i) the Mortgaged Property is in compliance with applicable
environmental laws or, if not, that taking such actions as are necessary to
bring the Mortgaged Property in compliance therewith is likely to produce a
greater recovery on a present value basis, after taking into account any
risks associated therewith, than not taking such actions and (ii) there are
no circumstances present at the Mortgaged Property relating to the use,
management or disposal of any hazardous substances for which investigation,
testing, monitoring, containment, cleanup or remediation could be required
under any federal, state or local law or regulation, or that, if any
hazardous substances are present for which such action would be required,
taking such actions with respect to the affected Mortgaged Property is
reasonably likely to produce a greater recovery on a present value basis,
after taking into account any risks associated therewith, than not taking
such actions. Any additional restrictions on acquiring title to a Mortgaged
Property may be set forth in the related Prospectus Supplement.

DELINQUENT AND NON-PERFORMING MORTGAGE LOANS

   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 or are non-performing. Unless otherwise described in the related
Prospectus Supplement, the servicing of such Mortgage Loans as to which a
specified number of payments are delinquent will be performed by the Special
Servicer; however, the same entity may act as both Master Servicer and
Special Servicer. Enhancement provided with respect to a particular Series of
Certificates may not cover all losses related to such delinquent or
nonperforming Mortgage Loans, and investors should consider the risk that the
inclusion of such Mortgage Loans in the Trust Fund may adversely affect the
rate of defaults and prepayments on the Mortgage Loans in such Trust Fund and
the yield on the Certificates of such Series.

                                8
<PAGE>
ERISA CONSIDERATIONS

   Generally, ERISA applies to investments made by employee benefit plans and
transactions involving the assets of such plans. Due to the complexity of
regulations which govern such plans, prospective investors that are subject
to ERISA are urged to consult their own counsel regarding consequences under
ERISA of acquisition, ownership and disposition of the Certificates of any
Series.

CERTAIN FEDERAL TAX CONSIDERATIONS REGARDING RESIDUAL CERTIFICATES

   Holders of Residual Certificates will be required to report on their
federal income tax returns as ordinary income their pro rata share of the
taxable income of the REMIC, regardless of the amount or timing of their
receipt of cash payments, as described in "Certain Federal Income Tax
Consequences." Accordingly, under certain circumstances, holders of
Certificates that constitute Residual Certificates may have taxable income
and tax liabilities arising from such investment during a taxable year in
excess of the cash received during such period. Individual holders of
Residual Certificates may be limited in their ability to deduct servicing
fees and other expenses of the REMIC. In addition, Residual Certificates are
subject to certain restrictions on transfer. Because of the special tax
treatment of Residual Certificates, the taxable income arising in a given
year on a Residual Interest Certificate 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. Therefore, the
after-tax yield on the Residual Interest Certificate may be significantly
less than that of a corporate bond or stripped instrument having similar cash
flow characteristics, or may be negative. A Residual Interest Certificate
acquired after January 3, 1995 cannot be marked-to-market.

CONTROL

   Under certain circumstances, the consent or approval of the holders of a
specified percentage of the aggregate Certificate balance of all outstanding
Certificates of a Series or a similar means of allocating decision-making
under the related Agreement ("Voting Rights") will be required to direct, and
will be sufficient to bind all Certificateholders of such Series to, certain
actions, including directing the Special Servicer or the Master Servicer with
respect to actions to be taken with respect to certain Mortgage Loans and REO
Properties and amending the related Agreement in certain circumstances.

BOOK-ENTRY REGISTRATION

   If so provided in the related Prospectus Supplement, one or more classes
of the Certificates will be initially represented by one or more certificates
registered in the name of Cede & Co., the nominee for The Depository Trust
Company ("DTC"), and will not be registered in the names of the beneficial
owners of such Certificates or their nominees. Because of this, unless and
until definitive certificates are issued, such beneficial owners will not be
recognized by the Trustee as "Certificateholders" (as that term is to be used
in the related Agreement). Hence, until such time, such beneficial owners
will be able to exercise the rights of Certificateholders only indirectly
through DTC and its participating organizations.

                                THE DEPOSITOR

   The Depositor was incorporated in the State of Delaware on December 31,
1985, and is a wholly-owned subsidiary of Credit Suisse First Boston
Management Corporation ("CSFBMC"). CSFBMC is a wholly-owned subsidiary of
Credit Suisse First Boston, Inc. Credit Suisse First Boston Corporation,
which may act as an underwriter in offerings made hereby, as described in
"Plan of Distribution" below, is also a wholly-owned subsidiary of Credit
Suisse First Boston, Inc. The principal executive offices of the Depositor
are located at Eleven Madison Avenue, New York, N.Y. 10010. Its telephone
number is (212) 325-2000.

   The Depositor was organized, among other things, for the purposes of
establishing trusts, selling beneficial interests therein and acquiring and
selling mortgage assets to such trusts. Neither the Depositor, its parent nor
any of the Depositor's affiliates will insure or guarantee distributions on
the Certificates of any Series.

                                9
<PAGE>
   The assets of the Trust Funds will be acquired by the Depositor directly
or through one or more affiliates.

                               USE OF PROCEEDS

   The Depositor will apply all or substantially all of the net proceeds from
the sale of each Series offered hereby and by the related Prospectus
Supplement to purchase the Mortgage Loans relating to such Series, to repay
indebtedness which has been incurred to obtain funds to acquire Mortgage
Loans, to establish the Reserve Funds, if any, for the Series, to obtain
other Enhancement, if any, for the Series and to pay costs of structuring and
issuing the Certificates. If so specified in the related Prospectus
Supplement, Certificates may be exchanged by the Depositor for Mortgage
Loans.

                       DESCRIPTION OF THE CERTIFICATES*

   * Whenever in this Prospectus the terms "Certificates," "Trust Fund" and
"Mortgage Pool" are used, such terms will be deemed to apply, unless the
context indicates otherwise, to a specific Series of Certificates, the Trust
Fund underlying the related Series and the related Mortgage Pool.

   The Certificates of each Series will be issued pursuant to a separate
Pooling and Servicing Agreement (the "Agreement") to be entered into among
the Depositor, the Master Servicer and the Trustee for that Series and any
other parties described in the applicable Prospectus Supplement,
substantially in the form filed as an exhibit to the Registration Statement
of which this Prospectus is a part or in such other form as may be described
in the applicable Prospectus Supplement. The following summaries describe
certain provisions expected to be common to each Series and the Agreement
with respect to the underlying Trust Fund. However, the Prospectus Supplement
for each Series will describe more fully the Certificates and the provisions
of the related Agreement, which may be different from the summaries set forth
below.

   At the time of issuance, the Certificates of each Series will be rated
"investment grade," typically one of the four highest generic rating
categories, by at least one nationally recognized statistical rating
organization. Each of such rating organizations specified in the applicable
Prospectus Supplement as rating the Certificates of the related Series is
hereinafter referred to as a "Rating Agency." 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.

GENERAL

   The Certificates of each Series will be issued in registered or book-entry
form and will represent beneficial ownership interests in the trust fund (the
"Trust Fund") created pursuant to the Agreement for such Series. The Trust
Fund for each Series will comprise, to the extent provided in the Agreement:
(i) the Mortgage Pool, consisting primarily of the Mortgage Loans conveyed to
the Trustee pursuant to the Agreement; (ii) all payments on or collections in
respect of the Mortgage Loans; (iii) all property acquired by foreclosure or
deed in lieu of foreclosure with respect to the Mortgage Loans; and (iv) such
other assets or rights as are described in the related Prospectus Supplement.
In addition, the Trust Fund for a Series may include private mortgage
pass-through certificates, certificates issued or guaranteed by the Federal
Home Loan Mortgage Corporation ("FHLMC"), the Federal National Mortgage
Association ("FNMA") or the Governmental National Mortgage Association
("GNMA") or mortgage pass-through certificates previously created by the
Depositor, as well as various forms of Enhancement, such as, but not limited
to, insurance policies on the Mortgage Loans, letters of credit, certificate
guarantee insurance policies, the right to make draws upon one or more
Reserve Funds or other arrangements acceptable to each Rating Agency rating
the Certificates. See "Enhancement." Such other assets will be described more
fully in the related Prospectus Supplement.

   If so specified in the applicable Prospectus Supplement, Certificates of a
given Series may be issued in several Classes which may pay interest at
different rates, may represent different allocations of the right to receive
principal and interest payments, and certain of which may be subordinated to
other Classes in the event of shortfalls in available cash flow from the
underlying Mortgage Loans. Alternatively, or in addition, Classes may be
"time-tranched" and, therefore, structured to receive principal payments in

                               10
<PAGE>
sequence. Each Class in a group of "time-tranched" Classes would be entitled
to be paid in full before the next Class in the group is entitled to receive
any principal payments. A Class of Certificates may also provide for payments
of principal only or interest only or for disproportionate payments of
principal and interest. Subordinate Certificates of a given Series of
Certificates may be offered in the same Prospectus Supplement as the Senior
Certificates of such Series or may be offered in a separate Prospectus
Supplement. Each Class of Certificates of a Series will be issued in the
minimum denominations specified in the related Prospectus Supplement.

   The Prospectus Supplement for any Series including Classes similar to any
of those described above will contain a complete description of their
characteristics and risk factors, including, as applicable, (i) mortgage
principal prepayment effects on the weighted average lives of Classes, (ii)
the risk that interest only, or disproportionately interest weighted, Classes
purchased at a premium may not return their purchase prices under rapid
prepayment scenarios and (iii) the degree to which an investor's yield is
sensitive to principal prepayments.

   The Certificates of each Series will be freely transferable and
exchangeable at the office specified in the related Agreement and Prospectus
Supplement, provided, however, that certain Classes of Certificates may be
subject to transfer restrictions described in the related Prospectus
Supplement. If specified in the related Prospectus Supplement, the
Certificates may be transferable only on the books of The Depository Trust
Company or another depository identified in such Prospectus Supplement.

DISTRIBUTIONS ON CERTIFICATES

   Distributions of principal and interest on the Certificates of each Series
will be made to the registered holders thereof ("Certificateholders" or
"Holders") by the Trustee (or such other paying agent as may be identified in
the related Prospectus Supplement) on the day (the "Distribution Date")
specified in the related Prospectus Supplement, beginning in the period
specified in the related Prospectus Supplement following the establishment of
the related Trust Fund. Distributions for each Series will be made by check
mailed to the address of the person entitled thereto as it appears on the
certificate register for such Series maintained by the Trustee, by wire
transfer or by such other method as is specified in the related Prospectus
Supplement. Unless otherwise specified in the applicable Prospectus
Supplement, the final distribution in retirement of the Certificates of each
Series will be made only upon presentation and surrender of the Certificates
at the office or agency specified in the notice to the Certificateholders of
such final distribution. In addition, the Prospectus Supplement relating to
each Series will set forth the applicable due period, prepayment period,
record date, Cut-Off Date and determination date in respect of each Series of
Certificates.

   With respect to each Series of Certificates on each Distribution Date, the
Trustee (or such other paying agent as may be identified in the applicable
Prospectus Supplement) will distribute to the Certificateholders the amounts
described in the related Prospectus Supplement that are due to be paid on
such Distribution Date. In general, such amounts will include previously
undistributed payments of principal (including principal prepayments, if any)
and interest on the Mortgage Loans received by the Trustee after a date
specified in the related Prospectus Supplement (the "Cut-Off Date") and prior
to the day preceding each Distribution Date specified in the related
Prospectus Supplement.

ACCOUNTS

   It is expected that the Agreement for each Series of Certificates will
provide that the Trustee establish an account (the "Distribution Account")
into which the Master Servicer will deposit amounts held in the Collection
Account from which account distributions will be made with respect to a given
Distribution Date. On each Distribution Date, the Trustee will apply amounts
on deposit in the Distribution Account generally to make distributions of
interest and principal to the Certificateholders in the manner described in
the related Prospectus Supplement.

   It is also expected that the Agreement for each Series of Certificates
will provide that the Master Servicer establish and maintain a special trust
account (the "Collection Account") in the name of the Trustee for the benefit
of Certificateholders. Unless otherwise specified in the related Prospectus

                               11
<PAGE>
Supplement, the Master Servicer will deposit into the Collection Account, as
more fully described in the related Prospectus Supplement: (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 and all
Prepayment Premiums; (3) all proceeds from any insurance policy relating to a
Mortgage Loan ("Insurance Proceeds") other than proceeds applied to
restoration of the related Mortgaged Property; (4) all proceeds from the
liquidation of a Mortgage Loan ("Liquidation Proceeds"), including the sale
of any Mortgaged Property acquired on behalf of the Trust Fund through
foreclosure or deed in lieu of foreclosure ("REO Property"); (5) all proceeds
received in connection with the taking of a Mortgaged Property by eminent
domain; (6) any amounts required to be deposited by the Master Servicer to
cover net losses on Permitted Investments made with funds held in the
Collection Account; (7) any amounts required to be deposited in connection
with the application of co-insurance clauses, flood damage to REO Properties
and blanket policy deductibles; (8) any amounts required to be deposited from
income with respect to any REO Property; and (9) any amounts received from
Borrowers which represent recoveries of Property Protection Expenses.
"Prepayment Premium" means any premium paid or payable by the related
Borrower in connection with any principal prepayment on any Mortgage Loan.
"Property Protection Expenses" comprise certain costs and expenses incurred
in connection with defaulted Mortgage Loans, acquiring title or management of
REO Property or the sale of defaulted Mortgage Loans or REO Properties, as
more fully described in the related Agreement. As set forth in the Agreement
for each Series, the Master Servicer will be entitled to make certain
withdrawals from the Collection Account to, among other things: (i) remit
certain amounts for the related Distribution Date into the Distribution
Account; (ii) reimburse Property Protection Expenses and pay taxes,
assessments and insurance premiums and certain third-party expenses in
accordance with the Agreement; (iii) pay accrued and unpaid servicing fees to
the Master Servicer out of all Mortgage Loan collections; and (iv) reimburse
the Master Servicer, the Trustee and the Depositor for certain expenses and
provide indemnification to the Depositor and the Master Servicer as described
in the Agreement.

   The amount at any time credited to the Collection Account may be invested
in Permitted Investments that are payable on demand or in general mature or
are subject to withdrawal or redemption on or before the business day
preceding the next succeeding Master Servicer Remittance Date. The Master
Servicer will be required to remit amounts required for distribution to
Certificateholders to the Distribution Account on the business day preceding
the related Distribution Date (the "Master Servicer Remittance Date"). The
income from the investment of funds in the Collection Account in Permitted
Investments will constitute additional servicing compensation for the Master
Servicer, and the risk of loss of funds in the Collection Account resulting
from such investments will be borne by the Master Servicer. The amount of
each such loss will be required to be deposited by the Master Servicer in the
Collection Account immediately as realized.

   It is expected that the Agreement for each Series of Certificates will
provide that a special trust account (the "REO Account") will be established
and maintained in order to be used in connection with REO Properties and, if
specified in the related Prospectus Supplement, certain other Mortgaged
Properties. To the extent set forth in the Agreement, certain withdrawals
from the REO Account will be made to, among other things, (i) make
remittances to the Collection Account as required by the Agreement, (ii) pay
taxes, assessments, insurance premiums, other amounts necessary for the
proper operation, management and maintenance of the REO Properties and such
Mortgaged Properties and certain third-party expenses in accordance with the
Agreement and (iii) provide for the reimbursement of certain expenses in
respect of the REO Properties and such Mortgaged Properties.

   The amount at any time credited to the REO Account will be fully insured
to the maximum coverage possible or will be invested in Permitted Investments
(as defined herein) that mature, or are subject to withdrawal or redemption,
on or before the business day on which such amounts are required to be
remitted to the Master Servicer for deposit in the Collection Account. The
income from the investment of funds in the REO Account in Permitted
Investments shall be deposited in the REO Account for remittance to the
Collection Account, and the risk of loss of funds in the REO Account
resulting from such investments will be borne by the Trust Fund.

                               12
<PAGE>
   Unless otherwise specified in the applicable Prospectus Supplement,
"Permitted Investments" will consist of one or more of the following:

   (i)      direct obligations of, or guarantees as to timely payment of
            principal and interest by, the United States or any agency or
            instrumentality thereof provided that such obligations are backed
            by the full faith and credit of the United States of America;

   (ii)     direct obligations of, or guarantees as to timely payment of
            principal and interest by, the FHLMC, FNMA or the Federal Farm
            Credit System, provided that any such obligation, at the time of
            purchase of such obligation or contractual commitment providing
            for the purchase thereof, is qualified by each Rating Agency as
            an investment of funds backing securities having ratings
            equivalent to each Rating Agency's highest initial rating of the
            Certificates;

   (iii)    demand and time deposits in or certificates of deposit of, or
            bankers' acceptances issued by, any bank or trust company,
            savings and loan association or savings bank, provided that, in
            the case of obligations that are not fully FDIC-insured deposits,
            the commercial paper and/or long-term unsecured debt obligations
            of such depository institution or trust company (or in the case
            of the principal depository institution in a holding company
            system, the commercial paper or long-term unsecured debt
            obligations of such holding company) have the highest rating
            available for such securities by each Rating Agency (in the case
            of commercial paper) or have received one of the two highest
            ratings available for such securities by each Rating Agency (in
            the case of long-term unsecured debt obligations), or such lower
            rating as will not result in the downgrade or withdrawal of the
            rating or ratings then assigned to the Certificates by any Rating
            Agency;

   (iv)     general obligations of or obligations guaranteed by any state of
            the United States or the District of Columbia receiving one of
            the two highest long-term debt ratings available for such
            securities by each Rating Agency, or such lower rating as will
            not result in the downgrading or withdrawal of the rating or
            ratings then assigned to the Certificates by any such Rating
            Agency;

   (v)      commercial or finance company paper (including both
            non-interest-bearing discount obligations and interest-bearing
            obligations payable on demand or on a specified date not more
            than one year after the date of issuance thereof) that is rated
            by each Rating Agency in its highest short-term unsecured rating
            category at the time of such investment or contractual commitment
            providing for such investment, and is issued by a corporation the
            outstanding senior long-term debt obligations of which are then
            rated by each Rating Agency in one of its two highest long-term
            unsecured rating categories, or such lower rating as will not
            result in the downgrading or withdrawal of the rating or ratings
            then assigned to the Certificates by any Rating Agency;

   (vi)     guaranteed reinvestment agreements issued by any bank, insurance
            company or other corporation rated in one of the two highest
            ratings available to such issuers by each Rating Agency at the
            time of such investment provided that any such agreement must by
            its terms provide that it is terminable by the purchaser without
            penalty in the event any such rating is at any time lower than
            such level; (vii) repurchase obligations with respect to any
            security described in clause (i) or (ii) above entered into with
            a depository institution or trust company (acting as principal)
            meeting the ratings standard described in (iii) above;

   (vii)    securities bearing interest or sold at a discount issued by any
            corporation incorporated under the laws of the United States or
            any state thereof and rated by each Rating Agency in one of its
            two highest long-term unsecured rating categories at the time of
            such investment or contractual commitment providing therefor;
            provided, however, that securities issued by any such corporation
            will not be Permitted Investments to the extent that investment
            therein would cause the then outstanding principal amount of
            securities issued by such corporation and held as part of the
            Collection Account or the Distribution Account to exceed 20% of
            the aggregate principal amount of all Permitted Investments held
            in the Collection Account and the Distribution Account;

                               13
<PAGE>
   (viii)   units of taxable money market funds which funds are regulated
            investment companies, seek to maintain a constant net asset value
            per share and invest solely in obligations backed by the full
            faith and credit of the United States, and have been designated
            in writing by each Rating Agency as Permitted Investments with
            respect to this definition;

   (ix)     if previously confirmed in writing to the Trustee, any other
            demand, money market or time deposit, or any other obligation,
            security or investment, as may be acceptable to each Rating
            Agency as an investment of funds backing securities having
            ratings equivalent to each Rating Agency's highest initial rating
            of the Certificates; and

   (x)      such other obligations as are acceptable as Permitted Investments
            to each Rating Agency;

provided, however, that (a) such instrument or security shall qualify as a
"cash flow investment" pursuant to the Internal Revenue Code of 1986, as
amended (the "Code") and (b) no instrument or security shall be a Permitted
Investment if (i) such instrument or security evidences a right to receive
only interest payments or (ii) the stated interest rate on such investment is
in excess of 120% of the yield to maturity produced by the price at which
such investment was purchased.

AMENDMENT

   The Agreement for each Series will provide that it may be amended by the
parties thereto without the consent of any of the Certificateholders to cure
any ambiguity, to correct or supplement any provision therein that may be
inconsistent with any other provision therein, to maintain the rating or
ratings assigned to the Certificates by a Rating Agency or to make other
provisions with respect to matters or questions arising under the Agreement
which are not inconsistent with the provisions of the Agreement, provided
that such action will not, as evidenced by an opinion of counsel acceptable
to the Depositor and the Trustee, adversely affect in any material respect
the interests of any Certificateholder.

   Each Agreement will also provide that it may be amended by the parties
thereto with the consent of the Holders of Certificates representing an
aggregate outstanding principal amount of not less than a percentage
specified in the related Agreement of each Class of Certificates affected by
the proposed amendment for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Agreement
or modifying in any manner the rights of Certificateholders; provided,
however, that no such amendment may (i) reduce in any manner the amount of,
or delay the timing of, payments received on Mortgage Loans which are
required to be distributed on any Certificate without the consent of each
affected Certificateholder, (ii) reduce the aforesaid percentage of
Certificates the Holders of which are required to consent to any such
amendment, without the consent of the Holders of all Certificates then
outstanding, or (iii) alter the servicing standard set forth in the
Agreement. Further, the Agreement for each Series may provide that the
parties thereto, at any time and from time to time, without the consent of
the Certificateholders, may amend the Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of the REMIC Pool as a REMIC at all times that any of the
Certificates are outstanding; provided, however, that such action, as
evidenced by an opinion of counsel acceptable to the Trustee, is necessary or
helpful to maintain such qualification, and would not adversely affect in any
material respect the interest of any Certificateholder. The Agreement
relating to each Series may provide that no amendment to such Agreement will
be made unless there has been delivered in accordance with such Agreement an
opinion of counsel to the effect that such amendment will not cause such
Series to fail to qualify as a REMIC at any time that any of the Certificates
are outstanding.

   The Prospectus Supplement for a Series may describe other or different
provisions concerning the amendment of the related Agreement.

TERMINATION; REPURCHASE OF MORTGAGE LOANS

   The obligations of the parties to the Agreement for each Series will
terminate upon: (i) the purchase of all of the assets of the related Trust
Fund, as described in the related Prospectus Supplement; (ii) the later of
(a) the distribution to Certificateholders of that Series of final payment
with respect to the last

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<PAGE>
outstanding Mortgage Loan or (b) the disposition of all property acquired
upon foreclosure or deed in lieu of foreclosure with respect to the last
outstanding Mortgage Loan and the remittance to the Certificateholders of all
funds due under the Agreement; (iii) the sale of the assets of the related
Trust Fund after the principal amounts of all Certificates have been reduced
to zero under circumstances set forth in the Agreement; or (iv) mutual
consent of the parties and all Certificateholders. With respect to each
Series, the Trustee will give or cause to be given written notice of
termination of the Agreement to each Certificateholder and, unless otherwise
specified in the applicable Prospectus Supplement, the final distribution
under the Agreement will be made only upon surrender and cancellation of the
related Certificates at an office or agency specified in the notice of
termination.

REPORTS TO CERTIFICATEHOLDERS

   Concurrently with each distribution for each Series, the Trustee (or such
other paying agent as may be identified in the applicable Prospectus
Supplement) will forward to each Certificateholder a statement setting forth
such information relating to such distribution as is specified in the
Agreement and described in the applicable Prospectus Supplement.

THE TRUSTEE

   The Depositor will select a bank or trust company to act as trustee (the
"Trustee") under the Agreement for each Series and the Trustee will be
identified, and its obligations under that Agreement will be described, in
the applicable Prospectus Supplement.

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<PAGE>
                              THE MORTGAGE POOLS

GENERAL

   Each Mortgage Pool will consist of mortgage loans secured by first or
junior mortgages, deeds of trust or similar security instruments
("Mortgages") on, or installment contracts ("Installment Contracts") for the
sale of, fee simple or leasehold interests in commercial real estate
property, multifamily residential property, cooperatively owned multifamily
properties and/or mixed residential/commercial property and related property
and interests (each such interest or property, as the case may be, a
"Mortgaged Property") located, unless otherwise specified in the related
Prospectus Supplement, in any of the fifty states, the District of Columbia
or the Commonwealth of Puerto Rico. A Mortgage Pool may also include any or
all of the participation interests in such types of mortgage loans, private
mortgage pass-through certificates, certificates issued or guaranteed by
FHLMC, FNMA or GNMA and mortgage pass-through certificates previously created
by the Depositor ("MBS"). Each such mortgage loan, Installment Contract,
participation interest or MBS is herein referred to as a "Mortgage Loan."

   All Mortgage Loans will be of one or more of the following types:

   1. mortgage loans with fixed interest rates;

   2. mortgage loans with adjustable interest rates;

   3. mortgage loans whose principal balances fully amortize over their
remaining terms to maturity;

   4. mortgage loans whose principal balances do not fully amortize but
instead provide for a substantial principal payment at the stated maturity of
the loan;

   5. mortgage loans that provide for recourse against only the Mortgaged
Properties;

   6. mortgage loans that provide for recourse against the other assets of
the related Borrowers (as defined below); and

   7. any other types of mortgage loans described in the applicable
Prospectus Supplement.

   Certain Mortgage Loans ("Simple Interest Loans") may provide that
scheduled interest and principal payments thereon are applied first to
interest accrued from the last date to which interest has been paid to the
date such payment is received and the balance thereof is applied to
principal, and other Mortgage Loans may provide for payment of interest in
advance rather than in arrears.

   Mortgage Loans may also be secured by one or more assignments of leases
and rents, management agreements or operating agreements relating to the
Mortgaged Property and in some cases by certain letters of credit, personal
guarantees or both. Pursuant to an assignment of leases and rents, the
obligor (the "Borrower") on the related promissory note (the "Note") assigns
its right, title and interest as landlord under each lease and the income
derived therefrom to the related lender, while retaining a license to collect
the rents for so long as there is no default. If the Borrower defaults, the
license terminates and the related lender is entitled to collect the rents
from tenants to be applied to the monetary obligations of the Borrower. State
law may limit or restrict the enforcement of the assignment of leases and
rents by a lender until the lender takes possession of the related Mortgaged
Property and a receiver is appointed. See "Certain Legal Aspects of the
Mortgage Loans--Leases and Rents."

   A Trust Fund may consist of a single Mortgage Loan or a number of Mortgage
Loans with a single obligor or related obligors thereunder, or multiple
Mortgage Loans with multiple unrelated obligors thereunder, as specified in
the related Prospectus Supplement. The Mortgage Loans will be newly
originated or seasoned, and will be acquired by the Depositor either directly
or through one or more affiliates.

   Unless otherwise specified in the Prospectus Supplement for a Series, the
Mortgage Loans will not be insured or guaranteed by the United States, any
governmental agency, any private mortgage insurer or any other person or
entity.

                               16
<PAGE>
   The Prospectus Supplement relating to each Series will specify the
originator or originators relating to the Mortgage Loans, which may include,
among others, commercial banks, savings and loan associations, other
financial institutions, insurance companies or real estate developers, and
the underwriting criteria to the extent available in connection with
originating the Mortgage Loans. The criteria applied by the Depositor in
selecting the Mortgage Loans to be included in a Mortgage Pool will vary from
Series to Series. The Prospectus Supplement relating to each Series also will
provide specific information regarding the characteristics of the Mortgage
Loans, as of the Cut-Off Date, including, among other things: (i) the
aggregate principal balance of the Mortgage Loans; (ii) the types of
properties securing the Mortgage Loans and the aggregate principal balance of
the Mortgage Loans secured by each type of property; (iii) the interest rate
or range of interest rates of the Mortgage Loans; (iv) the origination dates
and the original and, with respect to seasoned Mortgage Loans, remaining
terms to stated maturity of the Mortgage Loans; (v) the loan-to-value ratios
at origination and, with respect to seasoned Mortgage Loans, current loan
balance-to-original value ratios of the Mortgage Loans; (vi) the geographic
distribution of the Mortgaged Properties underlying the Mortgage Loans; (vii)
the minimum interest rates, margins, adjustment caps, adjustment frequencies,
indices and other similar information applicable to adjustable rate Mortgage
Loans; (viii) the debt service coverage ratios relating to the Mortgage
Loans; and (ix) payment delinquencies, if any, relating to the Mortgage
Loans. The applicable Prospectus Supplement will also specify any inadequate,
incomplete or obsolete documentation relating to the Mortgage Loans and other
characteristics of the Mortgage Loans relating to each Series. If specified
in the applicable Prospectus Supplement, the Depositor may segregate the
Mortgage Loans in a Mortgage Pool into separate "Mortgage Loan Groups" (as
described in the related Prospectus Supplement) as part of the structure of
the payments of principal and interest on the Certificates of a Series. In
such case, the Depositor will disclose the above-specified information by
Mortgage Loan Group.

   The Depositor will file a current report on Form 8-K (the "Form 8-K") with
the Securities and Exchange Commission within 15 days after the initial
issuance of each Series of Certificates (each, a "Closing Date"), as
specified in the related Prospectus Supplement, which will set forth
information with respect to the Mortgage Loans included in the Trust Fund for
a Series as of the related Closing Date. The Form 8-K will be available to
the Certificateholders of the related Series promptly after its filing.

ASSIGNMENT OF MORTGAGE LOANS

   At the time of issuance of the Certificates of each Series, the Depositor
will cause the Mortgage Loans to be assigned to the Trustee, together with,
as more fully specified in the related Prospectus Supplement, all principal
and interest due on or with respect to such Mortgage Loans, other than
principal and interest due on or before the Cut-Off Date and principal
prepayments received on or before the Cut-Off Date. The Trustee, concurrently
with such assignment, will execute and deliver Certificates evidencing the
beneficial ownership interests in the related Trust Fund to the Depositor in
exchange for the Mortgage Loans. Each Mortgage Loan will be identified in a
schedule appearing as an exhibit to the Agreement for the related Series (the
"Mortgage Loan Schedule"). The Mortgage Loan Schedule will include, among
other things, as to each Mortgage Loan, information as to its outstanding
principal balance as of the close of business on the Cut-Off Date, as well as
information respecting the interest rate, the scheduled monthly (or other
periodic) payment of principal and interest as of the Cut-Off Date and the
maturity date of each Note.

   In addition, except to the extent otherwise specified in the applicable
Prospectus Supplement, the Depositor will, as to each Mortgage Loan, deliver
to the Trustee: (i) the Note, endorsed to the order of the Trustee without
recourse; (ii) the Mortgage and an executed assignment thereof in favor of
the Trustee or otherwise as required by the Agreement; (iii) any assumption,
modification or substitution agreements relating to the Mortgage Loan; (iv) a
lender's title insurance policy (or owner's policy in the case of an
Installment Contract), together with its endorsements, or an attorney's
opinion of title issued as of the date of origination of the Mortgage Loan;
(v) if the assignment of leases, rents and profits is separate from the
Mortgage, an executed re-assignment of assignment of leases, rents and
profits to the Trustee; and (vi) such other documents as may be described in
the Agreement (such documents collectively, the "Mortgage Loan File"). Unless
otherwise expressly permitted by the Agreement, all documents included in the
Mortgage Loan File are to be original executed documents; provided, however,

                               17
<PAGE>
that in instances where the original recorded Mortgage, Mortgage assignment
or any document necessary to assign the Depositor's interest in Installment
Contracts to the Trustee, as described in the Agreement, has been retained by
the applicable jurisdiction or has not yet been returned from recordation,
the Depositor may deliver a photocopy thereof certified to be the true and
complete copy of the original thereof submitted for recording.

   The Trustee will hold the Mortgage Loan File for each Mortgage Loan in
trust for the benefit of all Certificateholders. Pursuant to the Agreement,
the Trustee is obligated to review the Mortgage Loan File for each Mortgage
Loan within a specified number of days after the execution and delivery of
the Agreement. Unless otherwise specified in the related Prospectus
Supplement, if any document in the Mortgage Loan File is found to be
defective in any material respect, the Trustee will promptly notify the
Depositor and the Master Servicer. Unless otherwise specified in the related
Prospectus Supplement, if the Master Servicer or other entity cannot cure
such defect within the time period specified in such Prospectus Supplement,
the Master Servicer or such other entity will be obligated to either
substitute the affected Mortgage Loan for a Substitute Mortgage Loan or
Loans, or to repurchase the related Mortgage Loan from the Trustee within the
time period specified in such Prospectus Supplement at a price equal to the
principal balance thereof as of the date of purchase or, in the case of a
Series as to which an election has been made to treat the related Trust Fund
as a REMIC, at such other price as may be necessary to avoid a tax on a
prohibited transaction, as described in Section 860F(a) of the Code, in each
case together with accrued interest at the applicable Pass-Through Rate to
the first day of the month following such repurchase, plus the amount of any
unreimbursed advances made by the Master Servicer in respect of such Mortgage
Loan. Unless otherwise specified in the applicable Prospectus Supplement,
this purchase obligation constitutes the sole remedy available to the Holders
of Certificates or the Trustee for a material defect in a constituent
document.

MORTGAGE UNDERWRITING STANDARDS AND PROCEDURES

   The underwriting procedures and standards for Mortgage Loans included in a
Mortgage Pool will be specified in the related Prospectus Supplement to the
extent such procedures and standards are known or available. Such Mortgage
Loans may be originated in contemplation of the transactions contemplated by
this Prospectus and the related Prospectus Supplement or may have been
originated by third-parties and acquired by the Depositor directly or through
its affiliates in negotiated transactions.

   Except as otherwise set forth in the related Prospectus Supplement for a
Series, the originator of a Mortgage Loan will have applied underwriting
procedures intended to evaluate, among other things, the income derived from
the Mortgaged Property, the capabilities of the management of the project,
including a review of management's past performance record, its management
reporting and control procedures (to determine its ability to recognize and
respond to problems) and its accounting procedures (to determine cash
management ability, the obligor's credit standing and repayment ability and
the value and adequacy of the Mortgaged Property as collateral). Mortgage
Loans insured by the Federal Housing Administration ("FHA"), a division of
the United States Department of Housing and Urban Development ("HUD"), will
have been originated by mortgage lenders which are approved by HUD as an FHA
mortgagee in the ordinary course of their real estate lending activities and
will comply with the underwriting policies of FHA.

   If so specified in the related Prospectus Supplement, the adequacy of a
Mortgaged Property as security for repayment will generally have been
determined by appraisal by appraisers selected in accordance with
preestablished guidelines established by or acceptable to the loan originator
for appraisers. If so specified in the related Prospectus Supplement, the
appraiser must have personally inspected the property and verified that it
was in good condition and that construction, if new, has been completed.
Unless otherwise stated in the applicable Prospectus Supplement, the
appraisal will have been based upon a cash flow analysis and/or a market data
analysis of recent sales of comparable properties and, when deemed
applicable, a replacement cost analysis based on the current cost of
constructing or purchasing a similar property.

   No assurance can be given that values of the Mortgaged Properties have
remained or will remain at their levels on the dates of origination of the
related Mortgage Loans. Further, there is no assurance that

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<PAGE>
appreciation of real estate values generally will limit loss experiences on
commercial properties or multifamily residential properties. If the
commercial real estate market should experience an overall decline in
property values such that the outstanding balances of the Mortgage Loans and
any additional financing on the Mortgaged Properties in a particular Mortgage
Pool become equal to or greater than the value of the Mortgaged Properties,
the actual rates of delinquencies, foreclosures and losses could be higher
than those now generally experienced in the mortgage lending industry. To the
extent that such losses are not covered by the methods of Enhancement or the
insurance policies described herein, the ability of the Depositor to pay
principal of and interest on the Certificates may be adversely affected. Even
where credit support covers all losses resulting from defaults and
foreclosure, the effect of defaults and foreclosures may be to increase
prepayment experience on the Mortgage Loans, thus shortening weighted average
life and affecting yield to maturity.

REPRESENTATIONS AND WARRANTIES

   Unless otherwise specified in the related Prospectus Supplement, the
seller (the "Unaffiliated Seller") of a Mortgage Loan to the Depositor or any
of its affiliates (or the Master Servicer, if the Unaffiliated Seller is also
the Master Servicer under the Agreement) will have made representations and
warranties in respect of the Mortgage Loans sold by such Unaffiliated Seller
(or the Master Servicer) to the Depositor or its affiliates. Such
representations and warranties will generally include, among other things:
(i) with respect to each Mortgaged Property, that title insurance (or in the
case of Mortgaged Properties located in areas where such policies are
generally not available, an attorney's opinion of title) and any required
hazard insurance was effective at the origination of each Mortgage Loan, and
that each policy (or opinion of title) remained in effect on the date of
purchase of the Mortgage Loan from the Unaffiliated Seller; (ii) that the
Unaffiliated Seller had good and marketable title to each such Mortgage Loan;
(iii) with respect to each Mortgaged Property, that each mortgage constituted
a valid first lien on the Mortgaged Property (subject only to permissible
title insurance exceptions), unless otherwise specified in the related
Prospectus Supplement; (iv) that there were no delinquent tax or assessment
liens against the Mortgaged Property; and (v) that each Mortgage Loan was
current as to all required payments (unless otherwise specified in the
related Prospectus Supplement).

   All of the representations and warranties of an Unaffiliated Seller in
respect of a Mortgage Loan will have been made as of the date on which such
Unaffiliated Seller sold the Mortgage Loan to the Depositor or its affiliate.
A substantial period of time may have elapsed between such date and the date
of the initial issuance of the Series of Certificates evidencing an interest
in such Mortgage Loan. Since the representations and warranties of an
Unaffiliated Seller do not address events that may occur following the sale
of a Mortgage Loan by an Unaffiliated Seller, the repurchase obligation of
the Unaffiliated Seller described below will not arise if, on or after the
date of the sale of a Mortgage Loan by the Unaffiliated Seller to the
Depositor or its affiliates, the relevant event occurs that would have given
rise to such an obligation. However, the Depositor will not include any
Mortgage Loan in the Trust Fund for any Series of Certificates if anything
has come to the Depositor's attention that would cause it to believe that the
representations and warranties of an Unaffiliated Seller will not be accurate
and complete in all material respects in respect of such Mortgage Loan as of
the related Cut-Off Date. If so specified in the related Prospectus
Supplement, the Depositor will make certain representations and warranties
for the benefit of Holders of Certificates of a Series in respect of a
Mortgage Loan that relate to the period commencing on the date of sale of
such Mortgage Loan to the Depositor or its affiliates.

   Unless otherwise set forth or specified in the related Prospectus
Supplement, upon the discovery of the breach of any representation or
warranty made by an Unaffiliated Seller in respect of a Mortgage Loan that
materially and adversely affects the interests of the Certificateholders of
the related Series, such Unaffiliated Seller or, if so specified in the
related Prospectus Supplement, the Master Servicer will be obligated to
repurchase such Mortgage Loan at a purchase price equal to 100% of the unpaid
principal balance thereof at the date of repurchase or, in the case of a
Series of Certificates as to which the Depositor has elected to treat the
related Trust Fund as a REMIC, as defined in the Code, at such other price as
may be necessary to avoid a tax on a prohibited transaction, as described in
Section 860F(a) of the Code, in each case together with accrued interest at
the Pass-Through Rate for the related Mortgage Pool, to the first day of the
month following such repurchase and the amount of any unreimbursed

                               19
<PAGE>
advances made by the Master Servicer in respect of such Mortgage Loan. The
Master Servicer will be required to enforce such obligation of the
Unaffiliated Seller for the benefit of the Trustee and the
Certificateholders, following the practices it would employ in its good faith
business judgment were it the owner of such Mortgage Loan. Unless otherwise
specified in the applicable Prospectus Supplement and subject to the ability
of the Unaffiliated Seller or the Master Servicer to deliver Substitute
Mortgage Loans for certain Mortgage Loans as described below, this repurchase
obligation constitutes the sole remedy available to the Certificateholders of
such Series for a breach of a representation or warranty by an Unaffiliated
Seller.

   Any obligation of the Master Servicer to purchase a Mortgage Loan if an
Unaffiliated Seller defaults on its obligation to do so is subject to
limitations, and no assurance can be given that an Unaffiliated Seller will
carry out its repurchase obligation with respect to the Mortgage Loans.

   The Depositor will make representations and warranties with respect to the
Mortgage Loans in a Mortgage Pool, as specified in the related Prospectus
Supplement. Upon a breach of any representation or warranty by the Depositor
that materially and adversely affects the interests of the
Certificateholders, the Depositor will be obligated either to cure the breach
in all material respects or to purchase the related Mortgage Loan at the
purchase price set forth above. Unless otherwise specified in the applicable
Prospectus Supplement and subject to the ability of the Depositor to deliver
Substitute Mortgage Loans for certain Mortgage Loans as described below, this
repurchase obligation constitutes the sole remedy available to the
Certificateholders or the Trustee for a breach of representation or warranty
by the Depositor.

   The proceeds of any repurchase of a Mortgage Loan will be deposited,
subject to certain limitations set forth in the related Agreement, into the
Collection Account.

   Within the period of time specified in the related Prospectus Supplement,
following the date of issuance of a Series of Certificates, the Depositor,
the Master Servicer or the Unaffiliated Seller, as the case may be, may
deliver to the Trustee Mortgage Loans ("Substitute Mortgage Loans") in
substitution for any one or more of the Mortgage Loans ("Deleted Mortgage
Loans") initially included in the Trust Fund but which do not conform in one
or more respects to the description thereof contained in the related
Prospectus Supplement, as to which a breach of a representation or warranty
is discovered, which breach materially and adversely affects the interests of
the Certificateholders, or as to which a document in the related Mortgage
Loan File is defective in any material respect. Unless otherwise specified in
the related Prospectus Supplement, the required characteristics of any
Substitute Mortgage Loan will generally include, among other things, that
such Substitute Mortgage Loan on the date of substitution, will (i) have an
outstanding principal balance, after deduction of all scheduled payments due
in the month of substitution, not in excess of the outstanding principal
balance of the Deleted Mortgage Loan (the amount of any shortfall to be
distributed to Certificateholders in the month of substitution), (ii) have a
per annum interest rate (the "Mortgage Interest Rate") not less than (and not
more than 1% greater than) the Mortgage Interest Rate of the Deleted Mortgage
Loan, (iii) have a remaining term to maturity not greater than (and not more
than one year less than) that of the Deleted Mortgage Loan and (iv) comply
with all the representations and warranties set forth in the Agreement as of
the date of substitution.

                               20
<PAGE>
                       SERVICING OF THE MORTGAGE LOANS

GENERAL

   The Prospectus Supplement related to a Series will identify the master
servicer, or if there is only one servicer of the Mortgage Loans, the
servicer thereof (as applicable, the "Master Servicer") and will set forth
certain information concerning the Master Servicer. The Master Servicer may
be an affiliate of the Depositor and may have other business relationships
with the Depositor and its affiliates.

   The Master Servicer will be responsible for servicing the Mortgage Loans
pursuant to the Agreement for the related Series. If so specified in the
related Prospectus Supplement, the Master Servicer may subcontract the
servicing of all or a portion of the Mortgage Loans to one or more
sub-servicers and may subcontract the servicing of certain Mortgage Loans
that are in default or otherwise require special servicing (the "Specially
Serviced Mortgage Loans") to a special servicer (the "Special Servicer"), and
certain information with respect to the Special Servicer will be set forth in
such Prospectus Supplement. Such sub-servicers and the Special Servicer may
be an affiliate of the Depositor and may have other business relationships
with Depositor and its affiliates.

COLLECTIONS AND OTHER SERVICING PROCEDURES

   The Master Servicer will make reasonable efforts to collect all payments
called for under the Mortgage Loans and will, consistent with the related
Agreement, following such collection procedures as it deems necessary or
desirable. Consistent with the above, the Master Servicer may, in its
discretion, waive any late payment or assumption charge or penalty interests
in connection with late payment or assumption of a Mortgage Loan and, if so
specified in the related Prospectus Supplement, may extend the due dates for
payments due on a Note.

   It is expected that the Agreement for each Series will provide that the
Master Servicer establish and maintain an escrow account (the "Escrow
Account") in which the Master Servicer will be required to deposit amounts
received from each Borrower, if required by the terms of the related Note,
for the payment of taxes, assessments, certain mortgage and hazard insurance
premiums and other comparable items. The Special Servicer, if any, will be
required to remit amounts received for such purposes on Mortgage Loans
serviced by it for deposit in the Escrow Account, and will be entitled to
direct the Master Servicer to make withdrawals from the Escrow Account as may
be required for servicing of such Mortgage Loans. Withdrawals from the Escrow
Account may be made to effect timely payment of taxes, assessments, mortgage
and hazard insurance premiums, to refund to Borrowers amounts determined to
be overages, to remove amounts deposited therein in error, to pay interest to
Borrowers on balances in the Escrow Account, if required, to repair or
otherwise protect the Mortgaged Properties and to clear and terminate such
account. The Master Servicer will be entitled to all income on the funds in
the Escrow Account invested in Permitted Investments not required to be paid
to Borrowers under applicable law. The Master Servicer will be responsible
for the administration of the Escrow Account. If amounts on deposit in the
Escrow Account are insufficient to pay any tax, insurance premium or other
similar item when due, such item will be payable from amounts on deposit in
the Collection Account or, to the extent such amounts are insufficient, in
the manner set forth in the Prospectus Supplement and Agreement for the
related Series.

INSURANCE

   Unless otherwise specified in the applicable Prospectus Supplement, the
Agreement for each Series will require that the Master Servicer maintain or
require each Borrower to maintain insurance in accordance with the related
Mortgage, which generally will include a standard fire and hazard insurance
policy with extended coverage. To the extent required by the related
Mortgage, the coverage of each such standard hazard insurance policy will be
in an amount that is not less than the lesser of the full replacement cost of
the improvements securing such Mortgage Loan or the outstanding principal
balance owing on such Mortgage Loan. If a Mortgaged Property was located at
the time of origination of the related Mortgage Loan in a federally
designated special flood hazard area, the Master Servicer will also

                               21
<PAGE>
maintain or require the related Borrower to maintain flood insurance in an
amount equal to the lesser of the unpaid principal balance of the related
Mortgage Loan and the maximum amount obtainable with respect to the Mortgage
Loan. To the extent set forth in the related Prospectus Supplement, the cost
of any such insurance maintained by the Master Servicer will be an expense of
the Trust Fund payable out of the Collection Account. The Master Servicer
will cause to be maintained fire and hazard insurance with extended coverage
on each REO Property in an amount which is at least equal to the greater of
(i) an amount not less than the amount necessary to avoid the application of
any coinsurance clause contained in the related insurance policy and (ii) the
replacement cost of the improvements which are a part of such property. The
cost of any such insurance with respect to an REO Property will be an expense
of the Trust Fund payable out of amounts on deposit in the related REO
Account or, if such amounts are insufficient, from the Collection Account.
The Master Servicer will maintain flood insurance providing substantially the
same coverage as described above on any REO Property which was located in a
federally designated special flood hazard area at the time the related
Mortgage Loan was originated. The related Agreement will provide that the
Master Servicer may satisfy its obligation to cause hazard policies to be
maintained by maintaining a master, or single interest blanket, insurance
policy insuring against losses on the Mortgage Loans or REO Properties, as
the case may be. The incremental cost of such insurance allocable to any
particular Mortgage Loan, if not borne by the related Borrower, will be an
expense of the Trust Fund. Alternatively, the Master Servicer may satisfy its
obligation by maintaining, at its expense, a blanket policy (i.e., not a
single interest or master policy) insuring against losses on the Mortgage
Loans or REO Properties, as the case may be. If such a blanket policy
contains a deductible clause, the Master Servicer will be obligated to
deposit in the Collection Account all sums which would have been deposited
therein but for such clause.

   In general, the standard form of fire and hazard extended coverage policy
will cover physical damage to, or destruction of, the improvements on the
Mortgaged Property caused by fire, lightning, explosion, smoke, windstorm,
hail, riot, strike and civil commotion, subject to the conditions and
exclusions particularized in each policy. Since the standard hazard insurance
policies relating to the Mortgage Loans will be underwritten by different
insurers and will cover Mortgaged Properties located in various states, such
policies will not contain identical terms and conditions. The most
significant terms thereof, however, generally will be determined by state law
and conditions. Most such policies typically will not cover any physical
damage resulting from war, revolution, governmental actions, floods and other
water-related causes, earth movement (including earthquakes, landslides and
mud flows), nuclear reaction, wet or dry rot, vermin, rodents, insects or
domestic animals, theft and, in certain cases, vandalism. The foregoing list
is merely indicative of certain kinds of uninsured risks and is not intended
to be all-inclusive. Any losses incurred with respect to Mortgage Loans due
to uninsured risks (including earthquakes, mud flows and floods) or
insufficient hazard insurance proceeds could affect distributions to the
Certificateholders.

   The standard hazard insurance policies covering Mortgaged Properties
securing Mortgage Loans typically will contain a "coinsurance" clause which,
in effect, will require the insured at all times to carry insurance of a
specified percentage (generally 80% to 90%) of the full replacement value of
the dwellings, structures and other improvements on the Mortgaged Property in
order to recover the full amount of any partial loss. If the insured's
coverage falls below this specified percentage, such clause will provide that
the insurer's liability in the event of partial loss will not exceed the
greater of (i) the actual cash value (the replacement cost less physical
depreciation) of the structures and other improvements damaged or destroyed
and (ii) such proportion of the loss, without deduction for depreciation, as
the amount of insurance carried bears to the specified percentage of the full
replacement cost of such dwellings, structures and other improvements.

   In addition, to the extent required by the related Mortgage, the Master
Servicer may require the Borrower to maintain other forms of insurance
including, but not limited to, loss of rent endorsements, business
interruption insurance and comprehensive public liability insurance, and the
related Agreement may require the Master Servicer to maintain public
liability insurance with respect to any REO Properties. Any cost incurred by
the Master Servicer in maintaining any such insurance policy will be added to
the amount owing under the Mortgage Loan where the terms of the Mortgage Loan
so permit;

                               22
<PAGE>
provided, however, that the addition of such cost will not be taken into
account for purposes of calculating the distribution to be made to
Certificateholders. Such costs may be recovered by the Master Servicer from
the Collection Account, with interest thereon, as provided by the Agreement.

   Unless otherwise specified in the applicable Prospectus Supplement, no
pool insurance policy, special hazard insurance policy, bankruptcy bond,
repurchase bond or guarantee insurance will be maintained with respect to the
Mortgage Loans, nor will any Mortgage Loan be subject to FHA insurance.

   The FHA is responsible for administering various federal programs,
including mortgage insurance, authorized under the National Housing Act of
1934, as amended, and the United States Housing Act of 1937, as amended. To
the extent specified in the related Prospectus Supplement, all or a portion
of the Mortgage Loans may be insured by the FHA. The Master Servicer will be
required to take such steps as are reasonably necessary to keep such
insurance in full force and effect.

FIDELITY BONDS AND ERRORS AND OMISSIONS INSURANCE

   Unless otherwise specified in the applicable Prospectus Supplement, the
Agreement for each Series will require that the Master Servicer obtain and
maintain in effect a fidelity bond or similar form of insurance coverage
(which may provide blanket coverage) or any combination thereof insuring
against loss occasioned by fraud, theft or other intentional misconduct of
the officers, employees and agents of the Master Servicer. The related
Agreement will allow the Master Servicer to self-insure against loss
occasioned by the errors and omissions of the officers, employees and agents
of the Master Servicer so long as certain criteria set forth in the Agreement
are met.

SERVICING COMPENSATION AND PAYMENT OF EXPENSES

   The Master Servicer's principal compensation for its activities under the
Agreement for each Series will come from the payment to it or retention by
it, with respect to each Mortgage Loan, of a "Servicing Fee" (as defined in
the related Prospectus Supplement). The exact amount and calculation of such
Servicing Fee will be established in the Prospectus Supplement and Agreement
for the related Series. Since the aggregate unpaid principal balance of the
Mortgage Loans will generally decline over time, the Master Servicer's
servicing compensation will ordinarily decrease as the Mortgage Loans
amortize.

   In addition, the Agreement for a Series may provide that the Master
Servicer be entitled to receive, as additional compensation, (i) Prepayment
Premiums, late fees and certain other fees collected from Borrowers and (ii)
any interest or other income earned on funds deposited in the Collection
Account (as described under "Description of the Certificates--Accounts") and,
except to the extent such income is required to be paid to the related
Borrowers, the Escrow Account.

   Unless otherwise specified in the related Prospectus Supplement, the
Master Servicer will pay the fees and expenses of the Trustee.

   If the Master Servicer subcontracts the servicing of Specially Serviced
Mortgage Loans to a Special Servicer, the exact amount and calculation of the
Special Servicer Fee will be established in the Prospectus Supplement and
Agreement for the related Series.

   In addition to the compensation described above, the Master Servicer (or
any other party specified in the applicable Prospectus Supplement) may
retain, or be entitled to the reimbursement of, such other amounts and
expenses as are described in the applicable Prospectus Supplement.

ADVANCES

   The applicable Prospectus Supplement will set forth the obligations, if
any, of the Master Servicer to make any advances with respect to delinquent
payments on Mortgage Loans, payments of taxes, insurance and Property
Protection Expenses or otherwise. Any such advances will be made in the form
and manner described in the Prospectus Supplement and Agreement for the
related Series.

MODIFICATIONS, WAIVERS AND AMENDMENTS

   If so specified in the related Prospectus Supplement, the Agreement for
each Series will provide that the Master Servicer or the Special Servicer, if
any, may have the discretion, subject to certain conditions

                               23
<PAGE>
set forth herein, to modify, waive or amend certain of the terms of any
Mortgage Loan without the consent of the Trustee or any Certificateholder.
The extent to which the Master Servicer or the Special Servicer, if any, may
modify, waive or amend any terms of the Mortgage Loans without such consent
will be specified in the related Prospectus Supplement.

   The Special Servicer, if any, may, with respect to any Specially Serviced
Mortgage Loan, subject to the terms and conditions set forth in the
Agreement, modify, waive or amend the terms of such Mortgage Loan if the
Special Servicer determines that a material default has occurred or a payment
default has occurred or is reasonably foreseeable. The Special Servicer, if
any, may extend the maturity date of such Mortgage Loan to a date not later
than the date described in the related Prospectus Supplement.

   Unless otherwise provided in the applicable Prospectus Supplement, the
Special Servicer, if any, will not agree to any modification, waiver or
amendment of the payment terms of a Mortgage Loan unless the Special Servicer
has determined that such modification, waiver or amendment is reasonably
likely to produce a greater recovery on a present value basis than
liquidation of the Mortgage Loan. Prior to agreeing to any such modification,
waiver or amendment of the payment terms of a Mortgage Loan, the Special
Servicer, if any, will give notice thereof in the manner set forth in the
Prospectus Supplement and Agreement for the related Series.

   The Prospectus Supplement for a Series may describe other or different
provisions concerning the modification, waiver or amendment of the terms of
the related Mortgage Loans.

EVIDENCE OF COMPLIANCE

   The Agreement for each Series will provide that the Master Servicer, at
its expense, will cause a firm of independent public accountants to furnish
to the Trustee, annually on or before a date specified in the Agreement, a
statement as to compliance by the Master Servicer with the Agreement.

   In addition, the Agreement will provide that the Master Servicer will
deliver to the Trustee, annually on or before a date specified in the
Agreement, a statement signed by an officer to the effect that, based on a
review of its activities during the preceding calendar year, to the best of
such officer's knowledge, the Master Servicer has fulfilled its obligations
under the Agreement throughout such year or, if there has been a default in
the fulfillment of any such obligation, specifying each such default and the
nature and status thereof.

CERTAIN MATTERS WITH RESPECT TO THE MASTER SERVICER, THE SPECIAL SERVICER AND
THE TRUSTEE

   The Agreement for each Series will also provide that neither the Master
Servicer nor any of its directors, officers, employees or agents will be
under any liability to the Trust Fund or the Certificateholders for any
action taken, or for refraining from the taking of any action, in good faith
pursuant to the Agreement, or for errors in judgment; provided, however, that
neither the Master Servicer nor any such person will be protected against any
breach of representations or warranties made by the Master Servicer in the
Agreement, or any liability that would otherwise be imposed by reason of
willful misfeasance, bad faith, or negligence in the performance of its
duties or by reason of reckless disregard of its obligations and duties
thereunder. The Agreement will further provide that the Master Servicer and
any of its directors, officers, employees or agents will be entitled to
indemnification by the Trust Fund and will be held harmless against any loss,
liability or expense incurred in connection with any legal action relating to
the Agreement or the Certificates, other than any loss, liability or expense
incurred (i) by reason of willful misfeasance, bad faith or negligence in the
performance of its duties or by reason of reckless disregard of its
obligations and duties thereunder or (ii) in certain other circumstances
specified in the Agreement. Any loss resulting from such indemnification will
reduce amounts distributable to Certificateholders and will be borne pro rata
by all Certificateholders without regard to subordination, if any, of one
Class to another.

   Unless otherwise provided in the related Prospectus Supplement, the Master
Servicer may not resign from its obligations and duties under the Agreement
except upon a determination that its duties thereunder are no longer
permissible under applicable law. No such resignation will become effective
until the Trustee or a successor Master Servicer has assumed the Master
Servicer's obligations and duties under the Agreement.

                               24
<PAGE>
   If the Master Servicer subcontracts the servicing of Specially Serviced
Mortgage Loans to a Special Servicer, the standard of care for, and any
indemnification to be provided to, the Special Servicer will be set forth in
the related Agreement.

   The Trustee under each Agreement will be named in the applicable
Prospectus Supplement. The commercial bank or trust company serving as
Trustee may have normal banking relationships with the Depositor and/or its
affiliates and with the Master Servicer and/or its affiliates.

   The Trustee may resign from its obligations under the Agreement at any
time, in which event a successor Trustee will be appointed. In addition, the
Depositor may remove the Trustee if the Trustee ceases to be eligible to act
as Trustee under the Agreement or if the Trustee becomes insolvent, at which
time the Depositor will become obligated to appoint a successor Trustee. The
Trustee may also be removed at any time by the Holders of Certificates
evidencing the Voting Rights specified in the applicable Prospectus
Supplement. Any resignation and removal of the Trustee, and the appointment
of a successor Trustee, will not become effective until acceptance of such
appointment by the successor Trustee.

EVENTS OF DEFAULT

   Events of default (each, an "Event of Default") with respect to the Master
Servicer under the Agreement for each Series will, unless otherwise provided
in the applicable Prospectus Supplement, include: (i) any failure by the
Master Servicer to remit to the Trustee for deposit in the Distribution
Account for distribution to Certificateholders any payment required to be
made by the Master Servicer under the terms of the Agreement at least one
business day prior to the related Distribution Date; (ii) any failure on the
part of the Master Servicer duly to observe or perform in any material
respect any other of the covenants or agreements on the part of the Master
Servicer, which failure continues unremedied for a period of 90 days after
written notice of such failure has been given to the Master Servicer; (iii)
the entering against the Master Servicer of a decree or order of a court,
agency or supervisory authority for the appointment of a conservator or
receiver or liquidator in any insolvency, readjustment of debt, marshalling
of assets and liabilities or similar proceedings of or relating to the Master
Servicer, or for the winding-up or liquidation of its affairs; provided that
any such decree or order shall have remained in force undischarged or
unstayed for a period of 60 days; (iv) the consent by the Master Servicer to
the appointment of a conservator or receiver or liquidator or liquidating
committee in any insolvency, readjustment of debt, marshalling of assets and
liabilities, voluntary liquidation or similar proceedings of or relating to
the Master Servicer or of or relating to all or substantially all of its
property; and (v) the admission by the Master Servicer in writing of its
inability to pay its debts generally as they become due, the filing by the
Master Servicer of a petition to take advantage of any applicable insolvency
or reorganization statute or the making of an assignment for the benefit of
its creditors or the voluntary suspension of the payment of its obligations.

   As long as an Event of Default remains unremedied, the Trustee may, and
(a) at the written direction of the Holders of Certificates (other than
Residual Certificates) entitled to at least 25% of the aggregate Voting
Rights of the Certificates of any Class in the case of an Event of Default
described in clause (i) above, (b) at the written direction of Holders of
Certificates holding at least 25% of all of the Voting Rights, or (c) in all
cases of an Event of Default described in clauses (ii) through (v) above,
shall terminate all of the rights and obligations of the Master Servicer
whereupon the Trustee or another successor Master Servicer appointed by the
Trustee will succeed to all authority and power of the Master Servicer under
the Agreement and will be entitled to similar compensation arrangements.
"Voting Rights" means the portion of the voting rights of all Certificates
that is allocated to any Certificate in accordance with the terms of the
Agreement.

                               25
<PAGE>
                                 ENHANCEMENT

GENERAL

   If specified in the related Prospectus Supplement for any Series, credit
enhancement may be provided with respect to one or more Classes thereof or
the related Mortgage Loans (the "Enhancement"). Enhancement may be in the
form of a letter of credit, the subordination of one or more Classes of the
Certificates of such Series, the establishment of one or more reserve funds,
overcollateralization, cross collateralization provisions in the Mortgage
Loans, certificate guarantee insurance, the use of cross-support features or
another method of Enhancement described in the related Prospectus Supplement,
or any combination of the foregoing.

   Unless otherwise specified in the related Prospectus Supplement for a
Series, the Enhancement will not provide protection against all risks of loss
and will not guarantee repayment of the entire principal balance of the
Certificates and interest thereon. If losses occur which exceed the amount
covered by Enhancement or which are not covered by the Enhancement,
Certificateholders will bear their allocable share of deficiencies.

   If Enhancement is provided with respect to a Series, or the related
Mortgage Loans, the applicable Prospectus Supplement will include a
description of (a) the amount payable under such Enhancement, (b) any
conditions to payment thereunder not otherwise described herein, (c) the
conditions (if any) under which the amount payable under such Enhancement may
be reduced and under which such Enhancement may be terminated or replaced and
(d) the material provisions of any agreement relating to such Enhancement.
Additionally, the applicable Prospectus Supplement will set forth certain
information with respect to the issuer of any third-party Enhancement,
including (i) a brief description of its principal business activities, (ii)
its principal place of business, place of incorporation and the jurisdiction
under which it is chartered or licensed to do business, (iii) if applicable,
the identity of regulatory agencies which exercise primary jurisdiction over
the conduct of its business and (iv) its total assets, and its stockholders'
or policyholders' surplus, if applicable, as of the date specified in such
Prospectus Supplement.

SUBORDINATE CERTIFICATES

   If so specified in the related Prospectus Supplement, one or more Classes
of a Series may be Subordinate Certificates. If so specified in the related
Prospectus Supplement, the rights of the Holders of subordinate Certificates
(the "Subordinate Certificates") to receive distributions of principal and
interest from the Collection Account on any Distribution Date will be
subordinated to such rights of the Holders of senior Certificates (the
"Senior Certificates") to the extent specified in the related Prospectus
Supplement. The Agreement may require a trustee that is not the Trustee to be
appointed to act on behalf of Holders of Subordinate Certificates.

   A Series may include one or more Classes of Subordinate Certificates
entitled to receive cash flows remaining after distributions are made to all
other Senior Certificates of such Series. Such right to receive payments will
effectively be subordinate to the rights of other Holders of Senior
Certificates. A Series may also include one or more Classes of Subordinate
Certificates entitled to receive cash flows remaining after distributions are
made to other Subordinate Certificates of such Series. If so specified 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 not covered by
insurance policies or other credit support, such as losses arising from
damage to property securing a Mortgage Loan not covered by standard hazard
insurance policies.

   The related Prospectus Supplement will set forth information concerning
the amount of subordination of a Class or Classes of Subordinate Certificates
in a Series, the circumstances in which such subordination will be
applicable, the manner, if any, in which the amount of subordination will
decrease over time, the manner of funding any related Reserve Fund and the
conditions under which amounts in any applicable Reserve Fund will be used to
make distributions to Holders of Senior Certificates and/or to Holders of
Subordinate Certificates or be released from the applicable Trust Fund. If
cash flows

                               26
<PAGE>
otherwise distributable to Holders of Subordinate Certificates secured by a
Mortgage Loan Group will be used as credit support for Holders of Senior
Certificates secured by another Mortgage Loan Group within the Trust Fund,
the applicable Prospectus Supplement will specify the manner and conditions
for applying such a cross-support feature.

CROSS-SUPPORT FEATURES

   If the Mortgage Pool for a Series is divided into separate Mortgage Loan
Groups, each securing a separate Class or Classes of a Series, credit support
may be provided by a cross-support feature which requires that distributions
be made on Senior Certificates secured by one Mortgage Loan Group prior to
distributions on Subordinate Certificates secured by another Mortgage Loan
Group within the Trust Fund. The related Prospectus Supplement for a Series
which includes a cross-support feature will describe the manner and
conditions for applying such cross-support feature.

LETTER OF CREDIT

   If specified in the related Prospectus Supplement, a letter of credit with
respect to a Series of Certificates will be issued by the bank or financial
institution specified in such Prospectus Supplement (the "L/C Bank"). Under
the letter of credit, the L/C Bank will be obligated to honor drawings
thereunder in an aggregate fixed dollar amount, net of unreimbursed payments
thereunder, equal to the percentage specified in the related Prospectus
Supplement of the aggregate principal balance of the Mortgage Loans on the
applicable Cut-Off Date or of one or more Classes of Certificates (the "L/C
Percentage"). If so specified in the related Prospectus Supplement, the
letter of credit may permit drawings in the event of losses not covered by
insurance policies or other credit support, such as losses arising from
damage not covered by standard hazard insurance policies. The amount
available under the letter of credit will, in all cases, be reduced to the
extent of the unreimbursed payments thereunder. 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 the letter of credit for a
Series, if any, will be filed with the Commission as an exhibit to a Current
Report on Form 8-K to be filed within 15 days of issuance of the Certificates
of the applicable Series.

CERTIFICATE GUARANTEE INSURANCE

   If so specified in the related Prospectus Supplement, certificate
guarantee insurance, if any, with respect to a Series of Certificates will be
provided by one or more insurance companies. Such certificate guarantee
insurance will guarantee, with respect to one or more Classes of Certificates
of the applicable Series, timely distributions of interest and 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. If so specified in the related Prospectus
Supplement, the certificate guarantee insurance will also guarantee against
any payment made to a Certificateholder which is subsequently covered as a
"voidable preference" payment under the Bankruptcy Code. A copy of the
certificate guarantee insurance for a Series, if any, will be filed with the
Commission as an exhibit to a Current Report on Form 8-K to be filed with the
Commission within 15 days of issuance of the Certificates of the applicable
Series.

RESERVE FUNDS

   If specified in the related Prospectus Supplement, one or more reserve
funds (each, a "Reserve Fund") may be established with respect to a Series,
in which cash, a letter of credit, Permitted Investments or a combination
thereof, in the amounts, if any, so specified in the related Prospectus
Supplement will be deposited. The Reserve Funds for a Series may also be
funded over time by depositing therein a specified amount of the
distributions received on the applicable Mortgage Loans if specified in the
related Prospectus Supplement. The Depositor may pledge the Reserve Funds to
a separate collateral agent specified in the related Prospectus Supplement.

   Amounts on deposit in any Reserve Fund for a Series, together with the
reinvestment income thereon, if any, will be applied by the Trustee for the
purposes, in the manner, and to the extent specified

                               27
<PAGE>
in the related Prospectus Supplement. A Reserve Fund may be provided to
increase the likelihood of timely payments of principal of and interest on
the Certificates, if required as a condition to the rating of such Series by
each Rating Agency. If so specified in the related Prospectus Supplement,
Reserve Funds may be established to provide limited protection, in an amount
satisfactory to each Rating Agency, against certain types of losses not
covered by insurance policies or other credit support, such as losses arising
from damage not covered by standard hazard insurance policies. Reserve Funds
may also be established for other purposes and in such amounts as will be
specified in the related Prospectus Supplement. Following each Distribution
Date amounts in any Reserve Fund in excess of any amount required to be
maintained therein may be released from the Reserve Fund under the conditions
and to the extent specified in the related Prospectus Supplement and will not
be available for further application by the Trustee.

   Moneys deposited in any Reserve Fund will be invested in Permitted
Investments at the direction of the Depositor, except as otherwise specified
in the related Prospectus Supplement. Unless otherwise specified in the
related Prospectus Supplement, any reinvestment income or other gain from
such investments will be credited to the related Reserve Fund for such
Series, and any loss resulting from such investments will be charged to such
Reserve Fund. If specified in the related Prospectus Supplement, such income
or other gain may be payable to the Master Servicer as additional servicing
compensation, and any loss resulting from such investment will be borne by
the Master Servicer. 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, but the right of the Trustee to make draws on the Reserve Fund
will be an asset of the Trust Fund.

   Additional information concerning any Reserve Fund will be set forth in
the related Prospectus Supplement, including the initial balance of such
Reserve Fund, the balance required to be maintained in the Reserve Fund, the
manner in which such required balance will decrease over time, the manner of
funding such Reserve Fund, the purpose for which funds in the Reserve Fund
may be applied to make distributions to Certificateholders and use of
investment earnings from the Reserve Fund, if any.

                 CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS

   The following discussion contains summaries of certain legal aspects of
mortgage loans which are general in nature. Because many of the legal aspects
of mortgage loans are governed by applicable state laws (which may vary
substantially), the following summaries do not purport to be complete, to
reflect the laws of any particular state, to reflect all the laws applicable
to any particular Mortgage Loan or to encompass the laws of all states in
which the properties securing the Mortgage Loans are situated. The summaries
are qualified in their entirety by reference to the applicable federal and
state laws governing the Mortgage Loans. In the event that the Trust Fund for
a given Series includes Mortgage Loans having characteristics other than as
described below, the applicable Prospectus Supplement will set forth
additional legal aspects relating thereto.

MORTGAGES AND DEEDS OF TRUST GENERALLY

   The Mortgage Loans (other than Installment Contracts) included in the
Mortgage Pool for a Series will consist of (or, in the case of mortgage
pass-through certificates, be supported by) loans secured by either mortgages
or deeds of trust or other similar security instruments. There are two
parties to a mortgage, the mortgagor, who is the borrower and owner of the
mortgaged property, and the mortgagee, who is the lender. In a mortgage
transaction, the mortgagor delivers to the mortgagee a note, bond or other
written evidence of indebtedness and a mortgage. A mortgage creates a lien
upon the real property encumbered by the mortgage as security for the
obligation evidenced by the note, bond or other evidence of indebtedness.
Although a deed of trust is similar to a mortgage, a deed of trust has three
parties, the borrower-property owner called the trustor (similar to a
mortgagor), a lender called the beneficiary (similar to a mortgagee), and a
third-party grantee called the trustee. Under a deed of trust, the borrower
irrevocably grants the property to the trustee, until the debt is paid, in
trust for the benefit of the beneficiary to secure payment of the obligation
generally with a power of sale. The trustee's authority under a deed of trust
and the mortgagee's authority under a mortgage are governed by applicable
law, the express provisions of the deed of trust or mortgage, and, in some
cases, the directions of the beneficiary.

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<PAGE>
   The real property covered by a mortgage is most often the fee estate in
land and improvements. However, a mortgage may encumber other interests in
real property such as a tenant's interest in a lease of land or improvements,
or both, and the leasehold estate created by such lease. A mortgage covering
an interest in real property other than the fee estate requires special
provisions in the instrument creating such interest or in the mortgage to
protect the mortgagee against termination of such interest before the
mortgage is paid. Certain representations and warranties in the related
Agreement will be made with respect to the Mortgage Loans which are secured
by an interest in a leasehold estate.

   Priority of the lien on mortgaged property created by mortgages and deeds
of trust depends on their terms and, generally, on the order of filing with a
state, county or municipal office, although such priority may in some states
be altered by the mortgagee's or beneficiary's knowledge of unrecorded liens,
leases or encumbrances against the mortgaged property. However, filing or
recording does not establish priority over governmental claims for real
estate taxes and assessments or, in some states, for reimbursement of
remediation costs of certain environmental conditions. See "--Environmental
Risks." In addition, the Code provides priority to certain tax liens over the
lien of the mortgage.

INSTALLMENT CONTRACTS

   The Mortgage Loans included in the Mortgage Pool for a Series may also
consist of Installment Contracts. Under an Installment Contract the seller
(hereinafter referred to in this Section as the "lender") retains legal title
to the property and enters into an agreement with the purchaser (hereinafter
referred to in this Section as the "borrower") for the payment of the
purchase price, plus interest, over the term of such contract. Only after
full performance by the borrower of the contract is the lender obligated to
convey title to the real estate to the purchaser. As with mortgage or deed of
trust financing, during the effective period of the Installment Contract, the
borrower is generally responsible for maintaining the property in good
condition and for paying real estate taxes, assessments and hazard insurance
premiums associated with the property.

   The method of enforcing the rights of the lender under an Installment
Contract varies on a state-by-state basis depending upon the extent to which
state courts are willing, or able pursuant to state statute, to enforce the
contract strictly according to its terms. The terms of Installment Contracts
generally provide that upon a default by the borrower, the borrower loses his
or her right to occupy the property, the entire indebtedness is accelerated,
and the borrower's equitable interest in the property is forfeited. The
lender in such a situation does not have to foreclose in order to obtain
title to the property, although in some cases a quiet title action is in
order if the borrower has filed the Installment Contract in local land
records and an ejectment action may be necessary to recover possession. In a
few states, particularly in cases of borrower default during the early years
of an Installment Contract, the courts will permit ejectment of the borrower
and a forfeiture of his or her interest in the property. However, most state
legislatures have enacted provisions by analogy to mortgage law protecting
borrowers under Installment Contracts from the harsh consequences of
forfeiture. Under such statutes, a judicial or nonjudicial foreclosure may be
required, the lender may be required to give notice of default and the
borrower may be granted some grace period during which the contract may be
reinstated upon full payment of the default amount and the borrower may have
a post-foreclosure statutory redemption right. In other states, courts in
equity may permit a borrower with significant investment in the property
under an Installment Contract for the sale of real estate to share in the
proceeds of sale of the property after the indebtedness is repaid or may
otherwise refuse to enforce the forfeiture clause. Nevertheless, generally
speaking, the lender's procedures for obtaining possession and clear title
under an Installment Contract for the sale of real estate in a given state
are simpler and less time-consuming and costly than are the procedures for
foreclosing and obtaining clear title to a mortgaged property.

JUNIOR MORTGAGES; RIGHTS OF SENIOR MORTGAGEES OR BENEFICIARIES

   Some of the Mortgage Loans included in the Mortgage Pool for a Series will
be secured by junior mortgages or deeds of trust which are subordinate to
senior mortgages or deeds of trust held by other lenders or institutional
investors. The rights of the Trust Fund (and therefore the
Certificateholders), as beneficiary under a junior deed of trust or as
mortgagee under a junior mortgage, are subordinate to those

                               29
<PAGE>
of the mortgagee or beneficiary under the senior mortgage or deed of trust,
including the prior rights of the senior mortgagee or beneficiary to receive
rents, hazard insurance and condemnation proceeds and to cause the property
securing the Mortgage Loan to be sold upon default of the mortgagor or
trustor, thereby extinguishing the junior mortgagee's or junior beneficiary's
lien unless the Master Servicer asserts its subordinate interest in a
property in foreclosure litigation or satisfies the defaulted senior loan. As
discussed more fully below, in many states a junior mortgagee or beneficiary
may satisfy a defaulted senior loan in full, or may cure such default and
bring the senior loan current, in either event adding the amounts expended to
the balance due on the junior loan. Absent a provision in the senior
mortgage, no notice of default is required to be given to the junior
mortgagee.

   The form of the mortgage or deed of trust used by many institutional
lenders confers on the mortgagee or beneficiary the right both to receive all
proceeds collected under any hazard insurance policy and all awards made in
connection with any condemnation proceedings, and to apply such proceeds and
awards to any indebtedness secured by the mortgage or deed of trust, in such
order as the mortgagee or beneficiary may determine. Thus, in the event
improvements on the property are damaged or destroyed by fire or other
casualty, or in the event the property is taken by condemnation, the
mortgagee or beneficiary under the senior mortgage or deed of trust will have
the prior right to collect any insurance proceeds payable under a hazard
insurance policy and any award of damages in connection with the condemnation
and to apply the same to the indebtedness secured by the senior mortgage or
deed of trust. Proceeds in excess of the amount of senior mortgage
indebtedness will, in most cases, be applied to the indebtedness of a junior
mortgage or deed of trust. The laws of certain states may limit the ability
of mortgagees or beneficiaries to apply the proceeds of hazard insurance and
partial condemnation awards to the secured indebtedness. In such states, the
mortgagor or trustor must be allowed to use the proceeds of hazard insurance
to repair the damage unless the security of the mortgagee or beneficiary has
been impaired. Similarly, in certain states, the mortgagee or beneficiary is
entitled to the award for a partial condemnation of the real property
security only to the extent that its security is impaired.

   The form of mortgage or deed of trust used by many institutional lenders
typically contains a "future advance" clause, which provides, in essence,
that additional amounts advanced to or on behalf of the mortgagor or trustor
by the mortgagee or beneficiary are to be secured by the mortgage or deed of
trust. While such a clause is valid under the laws of most states, the
priority of any advance made under the clause depends, in some states, on
whether the advance was an "obligatory" or "optional" advance. If the
mortgagee or beneficiary is obligated to advance the additional amounts, the
advance may be entitled to receive the same priority as amounts initially
made under the mortgage or deed of trust, notwithstanding that there may be
intervening junior mortgages or deeds of trust and other liens between the
date of recording of the mortgage or deed of trust and the date of the future
advance, and notwithstanding that the mortgagee or beneficiary had actual
knowledge of such intervening junior mortgages or deeds of trust and other
liens at the time of the advance. Where the mortgagee or beneficiary is not
obligated to advance the additional amounts and has actual knowledge of the
intervening junior mortgages or deeds of trust and other liens, the advance
may be subordinate to such intervening junior mortgages or deeds of trust and
other liens. Priority of advances under a "future advance" clause rests, in
many other states, on state law giving priority to all advances made under
the loan agreement up to a "credit limit" amount stated in the recorded
mortgage.

   Another provision typically found in the form of the mortgage or deed of
trust used by many institutional lenders obligates the mortgagor or trustor
to pay before delinquency all taxes and assessments on the property and, when
due, all encumbrances, charges and liens on the property which appear prior
to the mortgage or deed of trust, to provide and maintain fire insurance on
the property, to maintain and repair the property and not to commit or permit
any waste thereof, and to appear in and defend any action or proceeding
purporting to affect the property or the rights of the mortgagee or
beneficiary under the mortgage or deed of trust. Upon a failure of the
mortgagor or trustor to perform any of these obligations, the mortgagee or
beneficiary is given the right under the mortgage or deed of trust to perform
the obligation itself, at its election, with the mortgagor or trustor
agreeing to reimburse the mortgagee or beneficiary for any sums expended by
the mortgagee or beneficiary on behalf of the trustor. All sums so expended
by the mortgagee or beneficiary become part of the indebtedness secured by
the mortgage or deed of trust.

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   The form of mortgage or deed of trust used by many institutional lenders
typically requires the mortgagor or trustor to obtain the consent of the
mortgagee or beneficiary in respect of actions affecting the mortgaged
property, including, without limitation, leasing activities (including new
leases and termination or modification of existing leases), alterations and
improvements to buildings forming a part of the mortgaged property and
management and leasing agreements for the mortgaged property. Tenants will
often refuse to execute a lease unless the mortgagee or beneficiary executes
a written agreement with the tenant not to disturb the tenant's possession of
its premises in the event of a foreclosure. A senior mortgagee or beneficiary
may refuse to consent to matters approved by a junior mortgagee or
beneficiary with the result that the value of the security for the junior
mortgage or deed of trust is diminished. For example, a senior mortgagee or
beneficiary may decide not to approve a lease or to refuse to grant to a
tenant a non-disturbance agreement. If, as a result, the lease is not
executed, the value of the mortgaged property may be diminished.

FORECLOSURE

   Foreclosure of a mortgage is generally accomplished by judicial action
initiated by the service of legal pleadings upon all necessary parties having
an interest in the real property. Delays in completion of foreclosure may
occasionally result from difficulties in locating necessary party defendants.
When the mortgagee's right to foreclose is contested, the legal proceedings
necessary to resolve the issue can be time-consuming. A judicial foreclosure
may be subject to most of the delays and expenses of other litigation,
sometimes requiring up to several years to complete. At the completion of the
judicial foreclosure proceedings, if the mortgagee prevails, the court
ordinarily issues a judgment of foreclosure and appoints a referee or other
designated official to conduct the sale of the property. Such sales are made
in accordance with procedures which vary from state to state. The purchaser
at such sale acquires the estate or interest in real property covered by the
mortgage. If the mortgage covered the tenant's interest in a lease and
leasehold estate, the purchaser will acquire such tenant's interest subject
to the tenant's obligations under the lease to pay rent and perform other
covenants contained therein.

   In a majority of cases, foreclosure of a deed of trust is accomplished by
a non-judicial trustee's sale under a specific provision in the deed of trust
and/or applicable statutory requirements which authorizes the trustee,
generally following a request from the beneficiary, to sell the property at
public sale upon any default by the trustor under the terms of the note or
deed of trust. A number of states may also require that a beneficiary provide
notice of acceleration of a note to the trustor. Notice requirements under a
trustee's sale vary from state to state. In some states, prior to the
trustee's sale the trustee must record a notice of default and send a copy to
the trustor, to any person who has recorded a request for a copy of a notice
of default and notice of sale and to any successor in interest to the
trustor. In addition, the trustee must provide notice in some states to any
other person having an interest in the real property, including any junior
lienholders, and to certain other persons connected with the deed of trust.
In some states, the trustor, or any other person having a junior encumbrance
on the real estate, may, during a reinstatement period, cure the default by
paying the entire amount in arrears plus the costs and expenses (in some
states, limited to reasonable costs and expenses) incurred in enforcing the
obligation. Generally, state law controls the amount of foreclosure expenses
and costs, including attorneys' fees, which may be recovered by a
beneficiary. If the deed of trust is not reinstated, a notice of sale must be
posted in a public place and, in most states, published for a specific period
of time in one or more newspapers. In addition, some state laws require that
a copy of the notice of sale be posted on the property and sent to all
parties having an interest in the real property.

   In case of foreclosure under either a mortgage or a deed of trust, the
sale by the referee or other designated official or by the trustee is often a
public sale. However, because of the difficulty a potential buyer at the sale
might have in determining the exact status of title to the property subject
to the lien of the mortgage or deed of trust and the redemption rights that
may exist (see "--Statutory Rights of Redemption" below), and because the
physical condition and financial performance of the property may have
deteriorated during the foreclosure proceedings and/or for a variety of other
reasons, a third party may be unwilling to purchase the property at the
foreclosure sale. Some states require that the lender disclose to potential
bidders at a trustee's sale all known facts materially affecting the value of
the property. Such disclosure may have an adverse effect on the trustee's
ability to sell the property or the sale

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<PAGE>
price thereof. Potential buyers may further question the prudence of
purchasing 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, other decisions that have followed the
reasoning of Durrett and the codification of the Durrett reasoning in the
federal bankruptcy code, as amended from time to time (11 U.S.C.) (the
"Bankruptcy Code"). Under the reasoning of Durrett, even a non-collusive,
regularly conducted foreclosure sale may be a fraudulent transfer, regardless
of the parties' intent, and, therefore, may be rescinded in favor of the
bankrupt's estate, if (i) the foreclosure sale is held while the debtor is
insolvent and not more than one year prior to the filing of the bankruptcy
petition (or if applicable state fraudulent conveyance law also allows the
avoidance of such a foreclosure sale, the applicable state statute of
limitations if the bankruptcy trustee elects to proceed under state
fraudulent conveyance law), and (ii) the price paid for the foreclosed
property does not represent "fair consideration." [In May 1994 the Supreme
Court held in BFP v. RTC that in the absence of actual intent to defraud a
non-collusive, regularly conducted foreclosure sale cannot be rescinded as a
fraudulent transfer under federal bankruptcy law. However, BFP does not
address state law, and the impact of BFP on potential buyers' willingness to
purchase property at a foreclosure sale cannot yet be assessed. Prior to BFP,
a common practice was for the lender to purchase the property from the
trustee, referee or other designated official for an amount equal to the
outstanding principal amount of the indebtedness secured by the mortgage or
deed of trust, together with accrued and unpaid interest and the expenses of
foreclosure, in which event, if the amount bid by the lender equals the full
amount of such debt, interest and expenses, the mortgagee's debt will be
extinguished. Thereafter, the lender will assume the burdens of ownership,
including paying operating expenses and real estate taxes and making repairs.
The lender is then obligated as an owner until it can arrange a sale of the
property to a third party. Frequently, the lender employs a third-party
management company to manage and operate the property. The costs of operating
and maintaining commercial property may be significant and may be greater
than the income derived from that property. The costs of management and
operation of those mortgaged properties which are hotels, motels or nursing
or convalescent homes or hospitals may be particularly significant because of
the expertise, knowledge and, with respect to nursing or convalescent homes
or hospitals, regulatory compliance, required to run such 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 such
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 lender's investment in 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, some states require that any
environmental hazards be eliminated 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. As a result, a lender could realize an overall
loss on a mortgage loan even if the related mortgaged property is sold at
foreclosure or resold after it is acquired through foreclosure for an amount
equal to the full outstanding principal amount of the mortgage loan, plus
accrued interest.]

   In foreclosure proceedings, some courts have applied general equitable
principles. These equitable principles are generally designed to relieve the
borrower from the legal effect of his defaults under the loan documents.
Examples of judicial remedies that have been fashioned include judicial
requirements that the lender undertake affirmative and expensive actions to
determine the causes of the borrower's default and the likelihood that the
borrower will be able to reinstate the loan. In some cases, courts have
substituted their judgment for the lender's judgment and have required that
lenders reinstate loans or recast payment schedules in order to accommodate
borrowers who are suffering from temporary financial disability. In other
cases, courts have limited the right of the lender to foreclose if the
default under the mortgage instrument is not monetary, such as the borrower's
failing to maintain adequately the property or the borrower's executing a
second mortgage or deed of trust affecting the property. Finally, some courts
have been faced with the issue of whether or not federal or state
constitutional provisions reflecting due process concerns for adequate notice
require that borrowers under deeds of trust or mortgages receive

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notices in addition to the statutorily prescribed minimum. For the most part,
these cases have upheld the notice provisions as being reasonable or have
found that the sale by a trustee under a deed of trust, or under a mortgage
having a power of sale, does not involve sufficient state action to afford
constitutional protections to the borrower.

   Under the REMIC provisions of the Code and under the related Agreement,
the Master Servicer or Special Servicer, if any, may be required to hire an
independent contractor to operate any REO Property. The costs of such
operation may be significantly greater than the costs of direct operation by
the Master Servicer or Special Servicer, if any. See "Servicing of the
Mortgage Loans--Collections and Other Servicing Procedures."

ENVIRONMENTAL RISKS

   Real property pledged as security to a lender may be subject to potential
environmental risks. Of particular concern may be those mortgaged properties
which are, or have been, the site of manufacturing, industrial or disposal
activity. Such environmental risks may give rise to a diminution in value of
property securing any Mortgage Loan or, as more fully described below,
liability for cleanup costs or other remedial actions, which liability could
exceed the value of such property or the principal balance of the related
Mortgage Loan. In certain circumstances, a lender may choose not to foreclose
on contaminated property rather than risk incurring liability for remedial
actions.

   Under the laws of certain states where the Mortgaged Properties are
located, the owner's failure to perform remedial actions required under
environmental laws may in certain circumstances give rise to a lien on the
Mortgaged Property to ensure the reimbursement of remedial costs incurred by
the state. In several states such lien has priority over the lien of an
existing mortgage against such property. Because the costs of remedial action
could be substantial, the value of a Mortgaged Property as collateral for a
Mortgage Loan could be adversely affected by the existence of an
environmental condition giving rise to a lien.

   Under some circumstances, cleanup costs, or the obligation to take
remedial actions, can be imposed on a secured lender such as the Trust Fund
with respect to each Series. Under the laws of some states and under the
federal Comprehensive Environmental Response, Compensation, and Liability Act
of 1980, as amended ("CERCLA"), current ownership or operation of a property
provides a sufficient basis for imposing liability for the costs of
addressing prior or current releases or threatened releases of hazardous
substances on that property. Under such laws, a secured lender who holds
indicia of ownership primarily to protect its interest in a property may, by
virtue of holding such indicia, fall within the literal terms of the
definition of "owner or operator"; consequently, such laws often specifically
exclude such a secured lender from the definitions of "owner" or "operator,"
provided that the lender does not participate in the management of the
facility.

   Whether actions taken by a secured creditor would constitute such
participation in the management of a facility or property, so that the lender
loses the protection of the secured creditor exclusion, has been a matter of
judicial interpretation of the statutory language, and court decisions have
historically been inconsistent. Recent amendments to CERCLA attempt to
address the judicial inconsistency by listing 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. In addition, under the amendments, a lender continues to be
protected from CERCLA liability as an "owner or operator" after foreclosure
as long as it seeks to divest itself of the facility at the earliest
practicable commercially reasonable time on commercially reasonable terms,
taking into account market conditions and legal and regulatory requirements.
However, the protections afforded lenders under the amendments are themselves
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.

   Except as otherwise specified in the applicable Prospectus Supplement, at
the time the Mortgage Loans were originated, it is possible that no
environmental assessment or a very limited environmental assessment of the
Mortgaged Properties was conducted.

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   The related Agreement will provide that the Master Servicer, acting on
behalf of the Trust Fund, may not acquire title to, or possession of, a
Mortgaged Party underlying a Mortgage Loan, take over its operation or take
any other action that might subject a given Trust Fund to liability under
CERCLA or comparable laws unless the Master Servicer has previously
determined, based upon a Phase I or other specified environmental assessment
prepared by a person who regularly conducts such environmental assessments,
that the Mortgaged Property is in compliance with applicable environmental
laws and that there are no circumstances relating to use, management or
disposal of any hazardous substances for which investigation, monitoring,
containment, clean-up or remediation could be required under applicable
environmental laws, or that it would be in the best economic interest of a
given Trust Fund to take such actions as are necessary to bring the Mortgaged
Property into compliance therewith or as may be required under such laws.
This requirement effectively precludes enforcement of the security for the
related Note until a satisfactory environmental assessment is obtained or any
required remedial action is taken, reducing the likelihood that a given Trust
Fund will become liable for any environmental conditions affecting a
Mortgaged Property, but making it more difficult to realize on the security
for the Mortgage Loan. However, there can be no assurance that any
environmental assessment obtained by the Master Servicer will detect all
possible environmental conditions or that the other requirements of the
Agreement, even if fully observed by the Master Servicer, will in fact
insulate a given Trust Fund from liability for environmental conditions.

   If a lender is or becomes liable for clean-up costs, it may bring an
action for contribution against the current owners or operators, the owners
or operators at the time of on-site disposal activity or any other party who
contributed to the environmental hazard, but such persons or entities may be
bankrupt or otherwise judgment-proof. Furthermore, such action against the
Borrower may be adversely affected by the limitations on recourse in the loan
documents. Similarly, in some states anti-deficiency legislation and other
statutes requiring the lender to exhaust its security before bringing a
personal action against the borrower-trustor (see "--Anti-Deficiency
Legislation" below) may curtail the lender's ability to recover from its
borrower the environmental clean-up and other related costs and liabilities
incurred by the lender. Shortfalls occurring as the result of imposition of
any clean-up costs will be addressed in the Prospectus Supplement and
Agreement for the related Series.

RIGHTS OF REDEMPTION

   The purposes of a foreclosure action are to enable the mortgagee to
realize upon its security and to bar the mortgagor, and all persons who have
an interest in the property which is subordinate to the mortgage being
foreclosed, from exercise of their "equity of redemption." The doctrine of
equity of redemption provides that, until the property covered by a mortgage
has been sold in accordance with a properly conducted foreclosure and
foreclosure sale, those having an interest which is subordinate to that of
the foreclosing mortgagee have an equity of redemption and may redeem the
property by paying the entire debt with interest. In addition, in some
states, when a foreclosure action has been commenced, the redeeming party
must pay certain costs of such action. 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 cut off and terminated.

   The equity of redemption is generally a common-law (non-statutory) right
which exists prior to completion of the foreclosure, is not waivable by the
mortgagor, must be exercised prior to foreclosure sale and should be
distinguished from the post-sale statutory rights of redemption. In some
states, after sale pursuant to a deed of trust or foreclosure of a mortgage,
the mortgagor and foreclosed junior lienors are given a statutory period in
which to redeem the property from the foreclosure sale. In some states,
statutory redemption may occur only upon payment of the foreclosure sale
price. In other states, redemption may be authorized if the former mortgagor
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. The exercise of a right of redemption would defeat the title of any
purchaser from a foreclosure sale or sale under a deed of trust.
Consequently, the practical effect of the redemption right is to force the
lender to maintain the property and pay the expenses of ownership until the
redemption period has expired. In some states, a post-sale statutory right of
redemption may exist following a judicial foreclosure, but not following a
trustee's sale under a deed of trust.

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   Under the REMIC Regulations currently in effect, property acquired by
foreclosure generally must not be held beyond the close of the third calendar
year following the year of acquisition. With respect to a series of
Certificates for which an election is made to qualify the Trust Fund or a
part thereof as a REMIC, the Agreement will permit foreclosed property to be
held beyond the close of such third calendar year if the Trustee receives (i)
an extension from the Internal Revenue Service or (ii) an opinion of counsel
to the effect that holding such property for such period is permissible under
the REMIC Regulations.

ANTI-DEFICIENCY LEGISLATION

   Some of the Mortgage Loans included in the Mortgage Pool for a Series will
be nonrecourse loans as to which, in the event of default by a Borrower,
recourse may be had only against the specific property pledged to secure the
related Mortgage Loan and not against the Borrower's other assets. Even if
recourse is available pursuant to the terms of the Mortgage Loan against the
Borrower's assets in addition to the Mortgaged Property, certain states have
imposed statutory prohibitions which impose prohibitions against or
limitations on such recourse. For example, some state statutes limit the
right of the beneficiary or mortgagee to 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
in most cases 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 require the beneficiary or mortgagee to exhaust the security
afforded under a deed of trust or mortgage by foreclosure in an attempt to
satisfy the full debt before bringing a personal action against the borrower.
In certain states, the lender has the option of bringing a personal action
against the borrower on the debt without first exhausting such security;
however, in some of these states, the lender, following judgment on such
personal action, may be deemed to have elected a remedy and may be precluded
from exercising remedies with respect to the security. Consequently, the
practical effect of the election requirement, when applicable, is that
lenders will usually proceed first against the security rather than bringing
personal action against the borrower. Other statutory provisions limit any
deficiency judgment against the former borrower following a judicial sale to
the excess of the outstanding debt over the fair market value of the property
at the time of the public sale. The purpose of these statutes is generally to
prevent a beneficiary or a mortgagee from obtaining a large deficiency
judgment against the former borrower as a result of low bids or the absence
of bids at the judicial sale.

   Mortgage Loans may be secured by a mortgage on a ground lease. Leasehold
mortgages are subject to certain risks not associated with mortgage loans
secured by the fee estate of the mortgagor. The most significant of these
risks is that the ground lease creating the leasehold estate could terminate,
leaving the leasehold mortgagee without its security. The ground lease may
terminate if, among other reasons, the ground lessee breaches or defaults in
its obligations under the ground lease or there is a bankruptcy of the ground
lessee or the ground lessor. This risk may be minimized if the ground lease
contains certain provisions protective of the mortgagee, but the ground
leases that secure Mortgage Loans may not contain some of these protective
provisions, and mortgages may not contain the other protections discussed in
the next paragraph. Protective ground lease provisions include the right of
the leasehold mortgagee to receive notices from the ground lessor of any
defaults by the mortgagor; the right to cure such defaults, with adequate
cure periods; if a default is not susceptible of cure by the leasehold
mortgagee, the right to acquire the leasehold estate through foreclosure or
otherwise; the ability of the ground lease to be assigned to and by the
leasehold mortgagee or purchaser at a foreclosure sale and for the
concomitant release of the ground lessee's liabilities thereunder; and the
right of the leasehold mortgagee to enter into a new ground lease with the
ground lessor on the same terms and conditions as the old ground lease in the
event of a termination thereof.

   In addition to the foregoing protections, a leasehold mortgagee may
require that the ground lease or leasehold mortgage prohibit the ground
lessee from treating the ground lease as terminated in the event of the
ground lessor's bankruptcy and rejection of the ground lease by the trustee
for the debtor-ground lessor. As further protection, a leasehold mortgage may
provide for the assignment of the debtor-ground lessee's right to reject a
lease pursuant to Section 365 of the Bankruptcy Reform Act of 1978, as
amended (11 U.S.C.) (the "Bankruptcy Code"), although the enforceability of
such clause has not been established. Without the protections described in
the foregoing paragraph, a leasehold mortgagee may lose the

                               35
<PAGE>
collateral securing its leasehold mortgage. In addition, terms and conditions
of a leasehold mortgage are subject to the terms and conditions of the ground
lease. Although certain rights given to a ground lessee can be limited by the
terms of a leasehold mortgage, the rights of a ground lessee or a leasehold
mortgagee with respect to, among other things, insurance, casualty and
condemnation will be governed by the provisions of the ground lease.

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 thereof caused by such
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 such 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 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 lender's security interest) pursuant to a
confirmed plan or lien avoidance proceeding, thus leaving the lender a
general unsecured creditor for the difference between such value and the
outstanding balance of the loan. Other modifications may include the
modification or denial of enforceability of due-on-sale or due-on-encumbrance
clauses, 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 with federal bankruptcy jurisdiction have
approved 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. This may be done even if the full amount due under
the original loan is 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 constitute "cash
collateral" under the Bankruptcy Code. Debtors may only use cash collateral
upon obtaining the lender's consent or a prior court order finding that the
lender's interest in the Mortgaged Properties and the cash collateral is
"adequately protected" as such 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.

   To the extent that a mortgagor's ability to make payment on a mortgage
loan is dependent on its receipt of payments of rent under a lease of the
related property, such ability may be impaired by the commencement of a
bankruptcy proceeding relating to a lessee under such lease. Under the
Bankruptcy Code, the commencement of a bankruptcy proceeding in which the
lessee is the debtor results in a stay in bankruptcy against the commencement
or continuation of any state court proceeding for past due rent, for
accelerated rent, for damages or for a summary eviction order with respect to
a default under the lease that occurred prior to the filing of the lessee's
petition.

   In addition, the Bankruptcy Code generally provides that a trustee or
debtor-in-possession may, subject to approval of the court, (a) assume the
lease and retain it or assign it to a third party or (b) reject

                               36
<PAGE>
the lease. If the lease is assumed, the trustee or debtor in possession (or
assignee, if applicable) must cure any defaults under the lease, compensate
the lessor for its losses and provide the lessor with "adequate assurance" of
future performance. Such remedies may be insufficient, however, as 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, and any assurances
provided to the lessor may, in fact, be inadequate. If the lease is rejected,
the lessor will be treated as an unsecured creditor with respect to its claim
for damages for termination of the lease. 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%, not to
exceed three years, of the remaining term of the lease.

   In a bankruptcy or similar proceeding, action may be taken seeking the
recovery as a preferential transfer of any payments made by the mortgagor
under the related Mortgage Loan to the 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 mortgagor
with means to halt a foreclosure proceeding or sale and to force a
restructuring of a mortgage loan on terms a lender would not otherwise
accept. Moreover, the laws of 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.

   Pursuant to the federal doctrine of "substantive consolidation" or to the
(predominantly state law) doctrine of "piercing the corporate veil," a
bankruptcy court, in the exercise of its equitable powers, also has the
authority to order that the assets and liabilities of a related entity be
consolidated with those of an entity before it. Thus, property ostensibly the
property of one entity may be determined to be the property of a different
entity in bankruptcy, the automatic stay applicable to the first bankrupt
entity extended to the second and the rights of creditors of the second
entity impaired in the fashion set forth above in the discussion of ordinary
bankruptcy principles. Depending on facts and circumstances not wholly in
existence at the time a loan is originated or transferred to the Trust Fund,
the application of any of these doctrines to one or more of the mortgagors in
the context of the bankruptcy of one or more of their affiliates could result
in material impairment of the rights of the Certificateholders. For each
mortgagor that is described as a "special purpose entity," "single purpose
entity" or "bankruptcy-remote entity" in the Prospectus Supplement, the
activities that may be conducted by such mortgagor and its ability to incur
debt are restricted by the applicable Mortgage or the organizational
documents of such mortgagor in such manner as is intended to make the
likelihood of a bankruptcy proceeding being commenced by or against such
mortgagor remote, and such mortgagor has been organized and is designed to
operate in a manner such that its separate existence should be respected
notwithstanding a bankruptcy proceeding in respect of one or more affiliated
entities of such mortgagor. However, the Depositor makes no representation as
to the likelihood of the institution of a bankruptcy proceeding by or in
respect of any mortgagor or the likelihood that the separate existence of any
mortgagor would be respected if there were to be a bankruptcy proceeding in
respect of any affiliated entity of a mortgagor.

ENFORCEABILITY OF CERTAIN PROVISIONS

 Default Interest Prepayment Charges and Prepayment

   Forms of notes and mortgages used by lenders may contain provisions
obligating the mortgagor to pay a late charge or additional interest if
payments are not timely made, and in some circumstances may provide for
prepayment fees or yield maintenance penalties if the obligation is paid
prior to maturity or prohibit such prepayment for a specified period. In
certain states, there are or may be specific limitations upon the late
charges which a lender may collect from a mortgagor for delinquent payments.
Certain

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states also limit the amounts that a lender may collect from a mortgagor as
an additional charge if the loan is prepaid. The enforceability, under the
laws of a number of states of provisions providing for prepayment fees or
penalties upon, or prohibition of, an involuntary prepayment is unclear, and
no assurance can be given that, at the time a Prepayment Premium is required
to be made on a Mortgage Loan in connection with an involuntary prepayment,
the obligation to make such payment, or the provisions of any such
prohibition, will be enforceable under applicable state law. The absence of a
restraint on prepayment, particularly with respect to Mortgage Loans having
higher Mortgage Rates, may increase the likelihood of refinancing or other
early retirements of the Mortgage Loans.

 Due-on-Sale Provisions

   Certain of the Mortgage Loans may contain due-on-sale clauses. These
clauses generally provide that the lender may accelerate the maturity of the
loan if the mortgagor sells or otherwise transfers the mortgaged property.
Certain of these clauses may provide that, upon an attempted breach thereof
by the mortgagor of an otherwise non-recourse loan, the mortgager becomes
personally liable for the mortgage debt. The enforceability of due-on-sale
clauses has been the subject of legislation or litigation in many states and,
in some cases, the enforceability of these clauses was limited or denied.
However, with respect to certain loans the Garn-St Germain Depository
Institutions Act of 1982 preempts state constitutional, statutory and case
law that prohibits the enforcement of due-on-sale clauses and permits lenders
to enforce these clauses in accordance with their terms subject to certain
limited exceptions. Unless otherwise provided in the related Prospectus
Supplement, a Master Servicer, on behalf of the Trust Fund, will determine
whether to exercise any right the Trustee may have as mortgagee to accelerate
payment of any such Mortgage Loan or to withhold its consent to any transfer
or further encumbrance in accordance with the general servicing standard
described herein under "Description of the Agreements--Collection and Other
Servicing Procedures."

 Acceleration on Default

   Some of the Mortgage Loans included in the Mortgage Pool for a Series will
include a "debt-acceleration" clause, which permits the lender to accelerate
the full debt upon a monetary or nonmonetary default of the Borrower. The
courts of all states will enforce clauses providing for acceleration in the
event of a material payment default after giving effect to any appropriate
notices. The courts of any state, however, may refuse to permit foreclosure
of a mortgage or deed of trust when an acceleration of the indebtedness would
be inequitable or unjust or the circumstances would render the acceleration
unconscionable. Furthermore, in some states, the Borrower may avoid
foreclosure and reinstate an accelerated loan by paying only the defaulted
amounts and the costs and attorneys' fees incurred by the lender in
collecting such defaulted payments.

   State courts also are known to apply various legal and equitable
principles to avoid enforcement of the forfeiture provisions of Installment
Contracts. For example, a lender's practice of accepting late payments from
the borrower may be deemed a waiver of the forfeiture clause. State courts
also may impose equitable grace periods for payment of arrearages or
otherwise permit reinstatement of the contract following a default. Not
infrequently, if a borrower under an Installment Contract has significant
equity in the property, equitable principles will be applied to reform or
reinstate the contract or to permit the borrower to share the proceeds upon a
foreclosure sale of the property if the sale price exceeds the debt.

 Soldiers' and Sailors' Relief Act

   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 such Borrower's Mortgage Loan (including a Borrower who is a
member of the National Guard or is in reserve status at the time of the
origination of the Mortgage Loan and is later called to active duty) may not
be charged interest (including fees and charges) above an annual rate of 6%
during the period of such Borrower's active duty status, unless a court
orders otherwise upon application of the lender. Any shortfall in interest
collections resulting from the application of the Relief Act, to the extent
not covered by any applicable Enhancements, could result in losses to the
Holders of the Certificates. The Relief Act applies to mortgagors who are
members of the

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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 mortgagors who enter military
service (including reservists who are later called to active duty) after
origination of the related Mortgage Loan, no information can be provided as
to the number of Mortgage Loans that may be affected by the Relief Act. Some
of the Mortgaged Properties relating to Mortgage Loans included in the
Mortgage Pool for a Series may be owned by Borrowers who are individuals. In
addition, the Relief Act imposes limitations which would impair the ability
of the Master 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 months thereafter. Thus, in the event that such a
Mortgage Loan goes into default, there may be delays and losses occasioned by
the inability to realize upon the Mortgage Property in a timely fashion.

APPLICABILITY OF USURY LAWS

   State and federal usury laws limit the interest that lenders are entitled
to receive on a mortgage loan. In determining whether a given transaction is
usurious, courts may include charges in the form of "points" and "fees" as
"interest," but may exclude payments in the form of "reimbursement of
foreclosure expenses" or other charges found to be distinct from "interest."
If, however, the amount charged for the use of the money loaned is found to
exceed a statutorily established maximum rate, the form employed and the
degree of overcharge are both immaterial. Statutes differ in their provision
as to the consequences of a usurious loan. One group of statutes requires the
lender to forfeit the interest above the applicable limit or imposes a
specified penalty. Under this statutory scheme, the borrower may have the
recorded mortgage or deed of trust cancelled upon paying its debt with lawful
interest, or the lender may foreclose, but only for the debt plus lawful
interest. A second group of statutes is more severe. A violation of this type
of usury law results in the invalidation of the transaction, thereby
permitting the borrower to have the recorded mortgage or deed of trust
cancelled without any payment and prohibiting the lender from foreclosing.

   Under the Agreement, a representation and warranty will be made to the
effect that the Mortgage Loans included in a given Trust Fund complied at
origination with applicable laws, including usury laws. If this
representation and warranty is breached with respect to any Mortgage Loan in
a manner that materially and adversely affects the interests of
Certificateholders, a Substitute Mortgage Loan will be substituted for such
Mortgage Loan or such Mortgage Loan will be repurchased in accordance with
the applicable Agreement. See "The Mortgage Pools--Representations and
Warranties."

   The Agreement for each Series will provide that the Master Servicer not
charge interest in excess of that permitted under any applicable state and
federal usury laws, notwithstanding that the applicable Note may provide for
a higher rate.

ALTERNATIVE MORTGAGE INSTRUMENTS

   Alternative mortgage instruments, including adjustable rate mortgage
loans, originated by non-federally chartered lenders have historically been
subjected to a variety of restrictions. Such restrictions differed from state
to state, resulting in difficulties in determining whether a particular
alternative mortgage instrument originated by a state-chartered lender was in
compliance with applicable law. These difficulties were alleviated
substantially as a result of the enactment of Title VIII of the Garn-St
Germain Act ("Title VIII"). Title VIII provides that, notwithstanding any
state law to the contrary, state-chartered banks may originate alternative
mortgage instruments in accordance with regulations promulgated by the
Comptroller of the Currency with respect to origination of alternative
mortgage instruments by national banks, state-chartered credit unions may
originate alternative mortgage instruments in accordance with regulations
promulgated by the National Credit Union Administration (the "NCUA") with
respect to origination of alternative mortgage instruments by federal credit
unions, and all other non-federally chartered housing creditors, including
state-chartered savings and loan associations, state-chartered savings banks
and mortgage banking companies, may originate alternative mortgage
instruments in accordance with the regulations promulgated by the Federal
Home Loan Bank Board (now the Office of Thrift Supervision) with respect to
origination of alternative mortgage instruments by federal savings and

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<PAGE>
loan associations. Title VIII provides that any state may reject
applicability of the provision of Title VIII by adopting, prior to October
15, 1985, a law or constitutional provision expressly rejecting the
applicability of such provisions. Certain states have taken such action.

LEASES AND RENTS

   Mortgages that encumber income-producing property often contain an
assignment of rents and leases, pursuant to which the mortgagor assigns its
right, title and interest as landlord under each lease and the income derived
therefrom to the lender, while the mortgagor retains a revocable license to
collect the rents for so long as there is no unremedied default. If the
mortgagor defaults and such default is not remedied by the mortgagor within
the cure period, if any, the license terminates and the lender is entitled to
collect the rents. Local law may require that the lender take possession of
the property and/or obtain a court-appointed receiver before becoming
entitled to collect the rents. In most States, hotel and motel room rates are
considered accounts receivable under the Uniform Commercial Code ("UCC");
generally these rates are either assigned by the mortgagor, which remains
entitled to collect such rates absent a default, or pledged by the mortgagor,
as security for the loans. In general, the lender must file financing
statements in order to perfect its security interest in the rates and must
file continuation statements, generally every five years, to maintain
perfection of such security interest. Even if the lender's security interest
in room rates is perfected under the UCC, the lender will generally be
required to commence a foreclosure or otherwise take possession of the
property in order to collect the room rates after a default. Even after a
foreclosure, the potential rent payments from the property may be less than
the periodic payments that had been due under the mortgage. For instance, the
net income that would otherwise be generated from the property may be less
than the amount that would have been needed to service the mortgage debt if
the leases on the property are at below-market rents, or as the result of
excessive maintenance, repair or other obligations which a lender succeeds to
as landlord.

PERSONALTY

   Certain types of Mortgaged Properties, such as hotels, motels and
industrial plants, are likely to derive a significant part of their value
from personal property which does not constitute "fixtures" under applicable
state real property law, and hence, would not be subject to the lien of a
mortgage. Such property is generally pledged or assigned as security to the
lender under the UCC. In order to perfect its security interest therein, the
lender generally must file UCC financing statements and, to maintain
perfection of such security interest, file continuation statements generally
every five years.

SECONDARY FINANCING; DUE-ON-ENCUMBRANCE PROVISIONS

   Some of the Mortgage Loans included in the Mortgage Pool for a Series may
not restrict secondary financing, thereby permitting the Borrower to use the
Mortgaged Property as security for one or more additional loans. Some of the
Mortgage Loans may preclude secondary financing (often by permitting the
first lender to accelerate the maturity of its loan if the Borrower further
encumbers the Mortgaged Property) or may require the consent of the senior
lender to any junior or substitute financing; however, such provisions may be
unenforceable in certain jurisdictions under certain circumstances. The
Agreement for each Series will provide that if any Mortgage Loan contains a
provision in the nature of a "due-on-encumbrance" clause, which by its terms:
(i) provides that such Mortgage Loan shall (or may at the mortgagee's option)
become due and payable upon the creation of any lien or other encumbrance on
the related Mortgaged Property; or (ii) requires the consent of the related
mortgagee to the creation of any such lien or other encumbrance on the
related Mortgaged Property, then for so long as such Mortgage Loan is
included in a given Trust Fund, the Master Servicer or, if such Mortgage Loan
is a Specially Serviced Mortgage Loan, the Special Servicer, if any, on
behalf of such Trust Fund, shall exercise (or decline to exercise) any right
it may have as the mortgagee of record with respect to such Mortgage Loan (x)
to accelerate the payments thereon, or (y) to withhold its consent to the
creation of any such lien or other encumbrance, in a manner consistent with
the servicing standard set forth in the Agreement.

   Where the Borrower encumbers the Mortgaged Property with one or more
junior liens, the senior lender is subject to additional risk. First, the
Borrower may have difficulty servicing and repaying multiple

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<PAGE>
loans. Second, acts of the senior lender which 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 an
existing junior lender is prejudiced 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, delay and in certain circumstances even prevent the taking of
action by the senior lender. Fourth, the bankruptcy of a junior lender may
operate to stay foreclosure or similar proceedings by the senior lender.

FORFEITURES IN DRUG AND RICO PROCEEDINGS

   Federal law provides that property owned by persons convicted of
drug-related crimes or of criminal violations of the Racketeer Influenced and
Corrupt Organizations ("RICO") statute can be seized by the government if the
property was used in, or purchased with the proceeds of, such crimes. Under
procedures contained in the Comprehensive Crime Control Act of 1984 (the
"Crime Control Act"), the government may seize the property even before
conviction. The government must publish notice of the forfeiture proceeding
and may give notice to all parties "known to have an alleged interest in the
property," including the holders of mortgage loans.

   A lender may avoid forfeiture of its interest in the property if it
establishes that: (i) its mortgage was executed and recorded before
commission of the crime upon which the forfeiture is based, or (ii) the
lender was, at the time of execution of the mortgage, "reasonably without
cause to believe" that the property was used in, or purchased with the
proceeds of, illegal drug or RICO activities.

CERTAIN LAWS AND REGULATIONS

   The Mortgaged Properties will be subject to compliance with various
federal, state and local statutes and regulations. Failure to comply
(together with an inability to remedy any such failure) could result in
material diminution in the value of a Mortgaged Property which could,
together with the possibility of limited alternative uses for a particular
Mortgaged Property (i.e., a nursing or convalescent home or hospital), result
in a failure to realize the full principal amount of the related Mortgage
Loan.

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: (i) hotels and motels are typically
operated pursuant to franchise, management and operating agreements which may
be terminable by the operator; and (ii) 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
residential properties or cooperatively owned multifamily properties may be
subject to rent control laws, which could impact the future cash flows of
such properties.

AMERICANS WITH DISABILITIES ACT

   Under Title III of the Americans with Disabilities Act of 1990 and rules
promulgated thereunder (collectively, the "ADA"), in order to protect
individuals with disabilities, owners of public accommodations (such as
hotels, restaurants, shopping centers, hospitals, schools and social service
center establishments) must remove architectural and communication barriers
which are structural in nature from existing places of public accommodation
to the extent "readily achievable." In addition, under the ADA,

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<PAGE>
alterations to a place of public accommodation or a commercial facility are
to be made so that, to the maximum extent feasible, such altered portions are
readily accessible to and usable by disabled individuals. The "readily
achievable" standard takes into account, among other factors, the financial
resources of the affected site, owner, landlord or other applicable Person.
In addition to imposing a possible financial burden on the borrower in its
capacity as owner or landlord, the ADA may also impose such requirements on a
foreclosing lender who succeeds to the interest of the Borrower as 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.

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                   CERTAIN FEDERAL INCOME TAX CONSEQUENCES

   The following represents the opinion of Brown & Wood LLP, Cadwalader,
Wickersham & Taft or Orrick, Herrington & Sutcliffe (as specified in the
related Prospectus Supplement) as to the matters discussed herein. 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 such change or interpretation could apply retroactively. This discussion
reflects the applicable provisions of the Internal Revenue Code of 1986, as
amended (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, 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 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.

                              REMIC CERTIFICATES

GENERAL

   With respect to a particular Series of Certificates, an election may be
made to treat the Trust Fund or one or more segregated pools of assets
therein as one or more REMICs within the meaning of Code Section 860D. A
Trust Fund or a portion thereof as to which a REMIC election will be made
will be referred to as a "REMIC Pool". For purposes of this discussion,
Certificates of a Series as to which one or more REMIC elections are made are
referred to as "REMIC Certificates" and will consist of one or more Classes
of "REMIC 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, Brown & Wood LLP, Cadwalader, Wickersham & Taft or Orrick,
Herrington & Sutcliffe (as specified in the related Prospectus Supplement),
tax counsel to the Depositor, has advised the Depositor that in the firm's
opinion, assuming (i) the making of such an election, (ii) compliance with
the Agreement and (iii) compliance with any changes in the law, including any
amendments to the Code or applicable Treasury regulations thereunder, each
REMIC Pool will qualify as a REMIC. In such case, the REMIC 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" herein shall be deemed to refer
to each such REMIC Pool. If so specified in the applicable Prospectus
Supplement, the portion of a Trust Fund as to which a REMIC election is not
made may be treated as a grantor trust for federal income tax purposes. See
"--Grantor Trust Certificates."

STATUS OF 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
such treatment. REMIC Certificates held by a real estate investment trust
will constitute "real estate assets" within the meaning

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<PAGE>
of Code Section 856(c)(4)(A), and interest on the REMIC 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) 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. For purposes of Code
Section 856(c)(4)(A), payments of principal and interest on the Mortgage
Loans that are reinvested pending distribution to holders of REMIC
Certificates qualify for such treatment. Where two or more 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%. In addition, if the assets of the REMIC include buy-down Mortgage Loans,
it is possible that the percentage of such assets constituting "qualifying
real property loans" or "loans . . . secured by an interest in real property"
for purposes of Code Section 7701(a)(19)(C)(v), respectively, may be required
to be reduced by the amount of the related buy-down funds. Except as provided
in the applicable Prospectus Supplement with respect to a Series, REMIC
Regular Certificates will represent "qualified mortgages," within the meaning
of Code Section 860G(a)(3), for other REMICs and "permitted assets," within
the meaning of Code Section 860L(c), for financial asset securitization
investment trusts. REMIC Certificates held by a regulated investment company
will not constitute "Government securities" within the meaning of Code
Section 851(b)(4)(A)(i). REMIC Certificates held by certain financial
institutions will constitute an "evidence of indebtedness" within the meaning
of Code Section 582(c)(1). The Small Business Job Protection Act of 1996 (the
"SBJPA of 1996") repealed the reserve method for bad debts of domestic
building and loan associations and mutual savings banks, and thus has
eliminated the asset category of "qualifying real property loans" in former
Code Section 593(d) for taxable years beginning after December 31, 1995. The
requirement in the SBJPA of 1996 that such institutions must "recapture" a
portion of their existing bad debt reserves is suspended if a certain portion
of their assets are maintained in "residential loans" under Code Section
7701(a)(19)(C)(v), but only if such loans were made to acquire, construct or
improve the related real property and not for the purpose of refinancing.
However, no effort will be made to identify the portion of the Mortgage Loans
of any Series meeting this requirement, and no representation is made in this
regard.

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. See
"--Taxation of Residual Certificates--Tax-Related Restrictions on Transfer of
Residual Certificates--Disqualified Organizations."

   A qualified mortgage is any obligation that is principally secured by an
interest in real property and that is either transferred to the REMIC Pool on
the Startup Day 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 whole mortgage loans, such as the Mortgage Loans,
certificates of beneficial interest in a grantor trust that holds mortgage
loans, such as MBS, regular interests in another REMIC, such as MBS in a
trust as to which a REMIC election has been made, loans secured by timeshare
interests and loans secured by shares held by a tenant stockholder in a
cooperative housing corporation, provided, in general, (i) the fair market
value of the real property security (including buildings and structural

                               44
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components thereof) 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 (ii)
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 (i) of the
preceding sentence as of the date of the last such modification). A qualified
mortgage includes a qualified replacement mortgage, which is any property
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 (i) in
exchange for any qualified mortgage within a three-month period thereafter or
(ii) in exchange for a "defective obligation" within a two-year period
thereafter. A "defective obligation" includes (i) a mortgage in default or as
to which default is reasonably foreseeable, (ii) a mortgage as to which a
customary representation or warranty made at the time of transfer to the
REMIC Pool has been breached, (iii) a mortgage that was fraudulently procured
by the mortgagor, and (iv) a mortgage that was not in fact principally
secured by real property (but only if such mortgage is disposed of within 90
days of discovery). A Mortgage Loan that is "defective" as described in
clause (iv) 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 such 90-day period.

   The REMIC Regulations provide that obligations secured by interests in
manufactured housing which qualify as "single family residences" within the
meaning of Code Section 25(e)(10) may be treated as "qualified mortgages" of
a REMIC. Under Code Section 25(e)(10), the term "single family residence"
includes any manufactured home which has a minimum of 400 square feet of
living space and a minimum width in excess of 102 inches and which is of a
kind customarily used at a fixed location. With respect to each Series with
respect to which Installment Contracts are included in a REMIC Pool, the
Depositor will represent and warrant that each of the manufactured homes
securing the Installment Contracts meets this definition of "single family
residence."

   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 such 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 and generally not held
beyond the close of the third calendar year after the year of acquisition,
subject to an extension granted by the Internal Revenue Service (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: (i) one or more classes of
regular interests or (ii) 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. Such a specified portion may consist of a fixed
number of basis points, a fixed percentage of the total

                               45
<PAGE>
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 such 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 REMIC Regular Certificates of a Series
will constitute one or more classes of regular interests, and the Residual
Certificates with respect to 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
such year and thereafter. In this event, an entity with multiple classes of
ownership interests may be treated as a separate association taxable as a
corporation under Treasury regulations, and the REMIC Regular Certificates
may be treated as equity interests therein. 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 "1986 Act")
indicates that the relief may be accompanied by sanctions, such as the
imposition of a corporate tax on all or a portion of the REMIC Pool's income
for the period of time in which the requirements for REMIC status are not
satisfied.

TAXATION OF REMIC REGULAR CERTIFICATES

 General

   In general, interest, original issue discount and market discount on a
REMIC Regular Certificate will be treated as ordinary income to a holder of
the REMIC Regular Certificate (the "Regular Certificateholder") as they
accrue, and principal payments on a REMIC Regular Certificate will be treated
as a return of capital to the extent of the Regular Certificateholder's basis
in the REMIC Regular Certificate allocable thereto. Regular
Certificateholders must use the accrual method of accounting with regard to
REMIC Regular Certificates, regardless of the method of accounting otherwise
used by such Regular Certificateholders.

 Original Issue Discount

   Compound Interest Certificates will be, and other Classes of REMIC Regular
Certificates may be, issued with "original issue discount" within the meaning
of Code Section 1273(a). Holders of any Class of REMIC 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
such income. The following discussion is based in part on temporary and final
Treasury regulations issued on February 2, 1994 (the "OID Regulations"), as
amended on June 14, 1996, under Code Sections 1271 through 1273 and 1275 and
in part on the provisions of the 1986 Act. Regular Certificateholders should
be aware, however, that the OID Regulations do not adequately address certain
issues relevant to prepayable securities, such as the REMIC Regular
Certificates. To the extent such issues are not addressed in such
regulations, the Depositor intends to apply the methodology described in the
Conference Committee Report to the 1986 Act. No assurance can be provided
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

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<PAGE>
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 herein and the appropriate method for reporting interest and
original issue discount with respect to the REMIC Regular Certificates.

   Each REMIC Regular Certificate will be treated as a single installment
obligation for purposes of determining the original issue discount includible
in a Regular Certificateholder's income. The total amount of original issue
discount on a REMIC Regular Certificate is the excess of the "stated
redemption price at maturity" of the REMIC Regular Certificate over its
"issue price." The issue price of a Class of REMIC Regular Certificates
offered pursuant to this Prospectus generally is the first price at which a
substantial amount of REMIC Regular Certificates of that Class is sold to the
public (excluding bond houses, brokers and underwriters). Although unclear
under the OID Regulations, it is anticipated that the Trustee will treat the
issue price of a Class as to which there is no substantial sale as of the
issue date or that is retained by the Depositor as the fair market value of
that Class as of the issue date. The issue price of a REMIC 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 REMIC Regular Certificate, unless the Regular
Certificateholder elects on its federal income tax return to exclude such
amount from the issue price and to recover it on the first Distribution Date.
The stated redemption price at maturity of a REMIC Regular Certificate always
includes the original principal amount of the REMIC Regular Certificate, but
generally will not include distributions of stated interest if such 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 such interest payments are unconditionally payable at intervals of one
year or less during the entire term of the REMIC Regular Certificate. It is
possible that the REMIC Regular Certificates will not be unconditionally
payable because they have no default remedy. However, because the underlying
mortgage loans have default remedies, it is anticipated that, except as
provided in the following three sentences, the Trustee will treat interest on
the REMIC Regular Certificates as qualified stated interest. Distributions of
interest on a Compound Interest Certificate, or on other REMIC 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 such REMIC Regular Certificates includes all
distributions of interest as well as principal thereon. Likewise, the
Depositor intends 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 REMIC 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 REMIC Regular
Certificate will be considered to be zero if such original issue discount is
less than 0.25% of the stated redemption price at maturity of the REMIC
Regular Certificate multiplied by the weighted average maturity of the REMIC
Regular Certificate. For this purpose, the weighted average maturity of the
REMIC 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 REMIC Regular Certificate and the
denominator of which is the stated redemption price at maturity of the REMIC
Regular Certificate. The Conference Committee Report to the 1986 Act provides
that the schedule of such 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
REMIC Regular Certificates. The Prepayment Assumption with respect to a
Series of REMIC Regular Certificates will be set forth in the related
Prospectus Supplement. Holders generally must report de minimis OID pro rata
as principal payments are received, and such income will be capital gain if
the REMIC 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."

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<PAGE>
   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 REMIC Regular Certificate accrued during an
accrual period for each day on which it holds the REMIC Regular Certificate,
including the date of purchase but excluding the date of disposition. The
Depositor will treat the monthly period ending on the day before each
Distribution Date as the accrual period. With respect to each REMIC 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 REMIC Regular Certificate. The Conference Committee
Report to the 1986 Act states that the rate of accrual of original issue
discount is intended to be based on the Prepayment Assumption. The original
issue discount accruing in a full accrual period would be the excess, if any,
of (i) the sum of (a) the present value of all of the remaining distributions
to be made on the REMIC Regular Certificate as of the end of that accrual
period that are included in the REMIC Regular Certificate's stated redemption
price at maturity and (b) the distributions made on the REMIC Regular
Certificate during the accrual period that are included in the REMIC Regular
Certificate's stated redemption price at maturity, over (ii) the adjusted
issue price of the REMIC 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 (i) the yield to maturity of the
REMIC Regular Certificate at the issue date, (ii) events (including actual
prepayments) that have occurred prior to the end of the accrual period and
(iii) the Prepayment Assumption. For these purposes, the adjusted issue price
of a REMIC Regular Certificate at the beginning of any accrual period equals
the issue price of the REMIC Regular Certificate, increased by the aggregate
amount of original issue discount with respect to the REMIC Regular
Certificate that accrued in all prior accrual periods and reduced by the
amount of distributions included in the REMIC Regular Certificate's stated
redemption price at maturity that were made on the REMIC Regular Certificate
in such 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 REMIC 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
REMIC Regular Certificates can result in both a change in the priority of
principal payments with respect to certain Classes of REMIC Regular
Certificates and either an increase or decrease in the daily portions of
original issue discount with respect to such REMIC Regular Certificates.

 Acquisition Premium

   A purchaser of a REMIC 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 REMIC Regular Certificate reduced pro rata by
a fraction, the numerator of which is the excess of its purchase price over
such 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, such a subsequent purchaser may elect to treat all such
acquisition premium under the constant yield method, as described below under
the heading "--Election to Treat All Interest Under the Constant Yield
Method."

 Variable Rate REMIC Regular Certificates

   REMIC Regular Certificates may provide for interest based on a variable
rate. Under the OID Regulations, interest is treated as payable at a variable
rate if, generally, (i) the issue price does not exceed the original
principal balance by more than a specified amount and (ii) the interest
compounds or is payable at least annually at current values of (a) one or
more "qualified floating rates," (b) a single fixed

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<PAGE>
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 such rate is subject to
a fixed multiple that is greater than 0.65 but not more than 1.35. Such 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 is any rate (other than a qualified floating rate) that is determined
using a single fixed formula and that is based on objective financial or
economic information, provided that such information is not (i) within the
control of the issuer or a related party or (ii) 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 inverse floating rate may nevertheless
be an objective rate. A Class of REMIC Regular Certificates may be issued
under this Prospectus that does not have a variable rate under the foregoing
rules, for example, a Class that bears different rates at different times
during the period it is outstanding such that it is considered significantly
"front-loaded" or "back-loaded" within the meaning of the OID Regulations. It
is possible that such a Class may be considered to bear "contingent interest"
within the meaning of the OID Regulations. The OID Regulations, as they
relate to the treatment of contingent interest rate by their terms not
applicable to REMIC Regular Certificates. However, if final regulations
dealing with contingent interest with respect to REMIC Regular Certificates
apply the same principles as the OID Regulations, such regulations may lead
to different timing of income inclusion that would be the case under the OID
Regulations. Furthermore, application of such principles could lead to the
characterization of gain on the sale of contingent interest REMIC Regular
Certificates as ordinary income. Investors should consult their tax advisors
regarding the appropriate treatment of any REMIC Regular Certificate that
does not pay interest at a fixed rate or variable rate as described in this
paragraph.

   Under the REMIC Regulations, a REMIC Regular Certificate (i) bearing a
rate that qualifies as a variable rate under the OID Regulations that is tied
to current values of a variable rate (or the highest, lowest or average of
two or more variable rates, including a rate based on the average cost of
funds of one or more financial institutions), or a positive or negative
multiple of such 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 such a rate that is subject to one or more caps or floors,
or (ii) bearing one or more such 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, it is anticipated that the Trustee will treat REMIC 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 REMIC Regular
Certificate bearing a variable rate of interest will accrue in the manner
described above under "Original Issue Discount" with the yield to maturity
and future payments on such REMIC Regular Certificate generally to be
determined by assuming that interest will be payable for the life of the
REMIC Regular Certificate based on the initial rate (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, the Depositor intends to treat such 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, the Depositor intends to treat
REMIC Regular Certificates bearing an interest rate that is a weighted
average of the net interest rates on Mortgage Loans or MBS having fixed or
adjustable rates, as having qualified stated interest. In the case of
adjustable rate Mortgage Loans, the applicable index used to compute interest
on the Mortgage Loans in effect on the pricing date (or possibly the issue
date) will be deemed to be in effect beginning with the period in which

                               49
<PAGE>
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 or ordinary income reportable to reflect the actual
Pass-Through Rate on the REMIC Regular Certificates.

 Deferred Interest

   Under the OID Regulations, all interest on a REMIC 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 REMIC Regular Certificates may constitute
income to the holders of such REMIC Regular Certificates prior to the time
distributions of cash with respect to such Deferred Interest are made.

 Market Discount

   A purchaser of a REMIC 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 REMIC Regular Certificate (i) is exceeded
by the then-current principal amount of the REMIC Regular Certificate or (ii)
in the case of a REMIC Regular Certificate having original issue discount, is
exceeded by the adjusted issue price of such REMIC Regular Certificate at the
time of purchase. Such purchaser generally will be required to recognize
ordinary income to the extent of accrued market discount on such REMIC
Regular Certificate as distributions includible in the stated redemption
price at maturity thereof are received, in an amount not exceeding any such
distribution. Such market discount would accrue in a manner to be provided in
Treasury regulations and should take into account the Prepayment Assumption.
The Conference Committee Report to the 1986 Act provides that until such
regulations are issued, such market discount would accrue either (i) on the
basis of a constant interest rate or (ii) in the ratio of stated interest
allocable to the relevant period to the sum of the interest for such period
plus the remaining interest as of the end of such period, or in the case of a
REMIC 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 such period plus the remaining original
issue discount as of the end of such period. Such purchaser also generally
will be required to treat a portion of any gain on a sale or exchange of the
REMIC 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. Such purchaser will be required to defer deduction
of a portion of the excess of the interest paid or accrued on indebtedness
incurred to purchase or carry a REMIC Regular Certificate over the interest
distributable thereon. The deferred portion of such interest expense in any
taxable year generally will not exceed the accrued market discount on the
REMIC Regular Certificate for such year. Any such 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 REMIC Regular Certificate
is disposed of. As an alternative to the inclusion of market discount in
income on the foregoing basis, the Regular Certificateholder may elect to
include market discount in income currently as it accrues on all market
discount instruments acquired by such Regular Certificateholder 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 such election may be deemed to
be made.

   Market discount with respect to a REMIC Regular Certificate will be
considered to be zero if such market discount is less than 0.25% of the
remaining stated redemption price at maturity of such REMIC Regular
Certificate multiplied by the weighted average maturity of the REMIC 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. Investors 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.

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<PAGE>
 Premium

   A REMIC Regular Certificate purchased at a cost greater than its remaining
stated redemption price at maturity generally is considered to be purchased
at a premium. If the Regular Certificateholder holds such REMIC Regular
Certificate as a "capital asset" within the meaning of Code Section 1221, the
Regular Certificateholder may elect under Code Section 171 to amortize such
premium under the constant yield method. Treasury regulations issued under
Code Section 171 do not by their terms apply to REMIC Regular Certificates,
which are prepayable based on prepayments on the underlying Mortgage Loans.
However, the Conference Committee Report to the 1986 Act indicates a
Congressional intent that the same rules that will apply to the accrual of
market discount on installment obligations will also apply to amortizing bond
premium under Code Section 171 on installment obligations such as the REMIC
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 REMIC 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 REMIC Regular Certificate may
elect to treat all interest that accrues on the instrument using the constant
yield method, with none of the interest being treated as qualified stated
interest. For purposes of applying the constant yield method to a debt
instrument subject to such an election, (i) "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 (ii) 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 such an election on an
instrument by instrument basis or for a class or group of debt instruments.
However, if the holder makes such an election with respect to a debt
instrument with amortizable bond premium or with market discount, the holder
is deemed to have made elections to amortize bond premium or to report market
discount income currently as it accrues under the constant yield method,
respectively, for all debt instruments acquired by the holder in the same
taxable year or thereafter. The election is made on the holder's federal
income tax return for the year in which the debt instrument is acquired and
is irrevocable except with the approval of the IRS. Investors should consult
their own tax advisors regarding the advisability of making such an election.

 Sale or Exchange of REMIC Regular Certificates

   If a Regular Certificateholder sells or exchanges a REMIC Regular
Certificate, the Regular Certificateholder will recognize gain or loss equal
to the difference, if any, between the amount received and its adjusted basis
in the REMIC Regular Certificate. The adjusted basis of a REMIC Regular
Certificate generally will equal the cost of the REMIC 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 REMIC
Regular Certificate and reduced by amounts included in the stated redemption
price at maturity of the REMIC Regular Certificate that were previously
received by the seller, by any amortized premium and by any 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
REMIC Regular Certificate realized by an investor who holds the REMIC Regular
Certificate as a capital asset will be capital gain or loss and will be
long-term or short-term depending on whether the REMIC Regular Certificate
has been held for the long-term capital gain holding period (currently more
than one year). Such gain will be treated as ordinary income (i) if a REMIC
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

                               51
<PAGE>
previously treated as ordinary income with respect to any prior distribution
of property that was held as a part of such transaction, (ii) in the case of
a non-corporate taxpayer, to the extent such taxpayer has made an election
under Code Section 163(d)(4) to have net capital gains taxed as investment
income at ordinary rates, or (iii) to the extent that such 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 such REMIC 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 such holder with respect to the REMIC Regular Certificate. In
addition, gain or loss recognized from the sale of a REMIC Regular
Certificate by certain banks or thrift institutions will be treated as
ordinary income or loss pursuant to Code Section 582(c). Generally,
short-term capital gains of certain non-corporate taxpayers are subject to
the same tax rate as the ordinary income of such taxpayers (39.6%) for
property held for not more than one year, and long-term capital gains of such
taxpayers are subject to a maximum tax rate of 20% 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.

 Treatment of Losses

   Holders of REMIC Regular Certificates will be required to report income
with respect to REMIC 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 REMIC Regular Certificates, except to the extent it can
be established that such losses are uncollectible. Accordingly, the holder of
a REMIC 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. To the extent the rules of Code Section 166
regarding bad debts are applicable, it appears that holders of REMIC Regular
Certificates that are corporations or that otherwise hold the REMIC Regular
Certificates in connection with a trade or business should in general be
allowed to deduct as an ordinary loss any such loss sustained during the
taxable year on account of any such REMIC Regular Certificates becoming
wholly or partially worthless, and that, in general, holders of REMIC Regular
Certificates that are not corporations and do not hold the REMIC 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
such REMIC Regular Certificates becoming wholly worthless. Although the
matter is not free from doubt, non-corporate holders of REMIC Regular
Certificates should be allowed a bad debt deduction at such time as the
principal balance of any class or subclass of such REMIC 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 such losses only after all Mortgage
Loans remaining in the Trust Fund have been liquidated or such class of REMIC
Regular Certificates has been otherwise retired. The IRS could also assert
that losses on the REMIC Regular Certificates are deductible based on some
other method that may defer such deductions for all holders, such as reducing
future cash flow for purposes of computing original issue discount. This may
have the effect of creating "negative" original issue discount which would be
deductible only against future positive original issue discount or otherwise
upon termination of the Class. Holders of REMIC Regular Certificates are
urged to consult their own tax advisors regarding the appropriate timing,
amount and character of any loss sustained with respect to such REMIC 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 capital losses in
the case of non-corporate holders who do not hold REMIC Regular Certificates
in connection with a trade or business. Special loss rules are applicable to
banks and thrift institutions, including rules regarding reserves for bad
debts. Such taxpayers are advised to consult their tax advisors regarding the
treatment of losses on REMIC Regular Certificates.

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<PAGE>
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 ratably to each day in such quarter and by allocating such
daily portion among the Residual Certificateholders in proportion to their
respective holdings of Residual Certificates in the REMIC Pool on such 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 (i) the limitations on deductibility of investment interest
expense and expenses for the production of income do not apply, (ii) all bad
loans will be deductible as business bad debts and (iii) 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 issue
premium 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 REMIC Regular Certificates. The REMIC
Pool's deductions include interest and original issue discount expense on the
REMIC 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 REMIC 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 such Mortgage Loans is
prepaid, the Residual Certificateholder may recognize taxable income without
being entitled to receive a corresponding amount of cash because (i) the
prepayment may be used in whole or in part to make distributions in reduction
of principal on the REMIC Regular Certificates and (ii) the discount on the
Mortgage Loans which is includible in income may exceed the deduction allowed
upon such distributions on those REMIC Regular Certificates on account of any
unaccrued original issue discount relating to those REMIC Regular
Certificates. When there is more than one class of REMIC Regular Certificates
that distributes principal sequentially, this mismatching of income and
deductions is particularly likely to occur in the early years following
issuance of the REMIC Regular Certificates when distributions in reduction of
principal are being made in respect of earlier classes of REMIC Regular
Certificates to the extent that such classes are not issued with substantial
discount. If taxable income attributable to such a mismatching is realized,
in general, losses would be allowed in later years as distributions on the
later classes of REMIC 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 such a Series of REMIC Regular Certificates, may increase
over time as distributions in reduction of principal are made on the lower
yielding classes of REMIC 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 such mismatching
or unrelated deductions against which to offset such income, subject to the
discussion of "excess inclusions" below under "--Limitations on Offset or
Exemption of REMIC Income." In the case of tiered REMICs, such mismatching of
income and deductions may fall disproportionately or entirely on one class of
Residual Certificates than on the other class or classes of Residual
Certificates. The timing of such mismatching of income and deductions
described in this paragraph, if present with respect to a Series of
Certificates, may

                               53
<PAGE>
have a significant adverse effect upon the affected Residual
Certificateholder's after-tax rate of return. In addition, a Residual
Certificateholder's taxable income during certain periods may exceed the
income reflected by such Residual Certificateholder for such periods in
accordance with generally accepted accounting principles. Investors should
consult their own accountants concerning the accounting treatment of their
investment in Residual Certificates.

 Basis and Losses

   The amount of any net loss of the REMIC Pool that may be taken into
account by the Residual Certificateholder is limited to the adjusted basis of
the Residual Certificate as of the close of the quarter (or time of
disposition of the Residual Certificate if earlier), determined without
taking into account the net loss for the quarter. The initial adjusted basis
of a purchaser of a Residual Certificate is the amount paid for such Residual
Certificate. Such 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 such loss was disallowed and may be
used by such Residual Certificateholder only to offset any income generated
by the same REMIC Pool.

   A Residual Certificateholder will not be permitted to amortize directly
the cost of its Residual Certificate as an offset to its share of the taxable
income of the related REMIC Pool. However, that taxable income will not
include cash received by the REMIC Pool that represents a recovery of the
REMIC Pool's basis in its assets. Such recovery of basis by the REMIC Pool
will have the effect of amortization of the issue price of the Residual
Certificates over their life. However, in view of the possible acceleration
of the income of Residual Certificateholders described above under
"--Taxation of REMIC Income," the period of time over which such 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 such a
residual interest as zero rather than such 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 such a residual interest to
induce the transferee to acquire the interest, and Residual
Certificateholders should consult their own tax advisors in this regard.

   Further, to the extent that the initial adjusted basis of a Residual
Certificateholder (other than an original holder) in the Residual Certificate
is greater that the corresponding portion of the REMIC Pool's basis in the
Mortgage Loans, the Residual Certificateholder will not recover a portion of
such basis until termination of the REMIC Pool unless future Treasury
regulations provide for periodic adjustments to the REMIC income otherwise
reportable by such 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 the Depositor intends 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. The Depositor makes no representation
as to the specific method that it will use for reporting income with respect
to the Mortgage Loans and expenses with respect to the REMIC Regular
Certificates, and different methods could result in different timing of
reporting of taxable income or net loss to Residual Certificateholders or
differences in capital gain versus ordinary income.

                               54
<PAGE>
   Original Issue Discount and Premium. Generally, the REMIC Pool's
deductions for original issue discount and inclusion in income of issue
premium amortization will be determined in the same manner as original issue
discount income and premium amortization on REMIC Regular Certificates as
described above under "Taxation of REMIC Regular Certificates--Original Issue
Discount" and "--Variable Rate REMIC Regular Certificates," without regard to
the de minimis rule described therein and "--Premium."

   Deferred Interest. Any Deferred Interest that accrues with respect to any
adjustable rate Mortgage Loans held by the REMIC Pool will constitute income
to the REMIC Pool and will be treated in a manner similar to the Deferred
Interest that accrues with respect to REMIC Regular Certificates as described
above under "Taxation of REMIC Regular Certificates--Deferred Interest."

   Market Discount. The REMIC Pool will have market discount income in
respect of Mortgage Loans if, in general, the basis of the REMIC Pool
allocable to such Mortgage Loans is exceeded by their unpaid principal
balances. The REMIC Pool's basis in such Mortgage Loans is generally the fair
market value of the Mortgage Loans immediately after the transfer thereof to
the REMIC Pool. The REMIC Regulations provide that such 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 thereof 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 such 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 above under "Taxation of REMIC Regular
Certificates--Market Discount."

   Premium. Generally, if the basis of the REMIC Pool in the Mortgage Loans
exceeds the unpaid principal balances thereof, the REMIC Pool will be
considered to have acquired such Mortgage Loans at a premium equal to the
amount of such 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 thereof to the REMIC Pool. In a manner analogous to the discussion
above under "Taxation of REMIC 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 on Agency Securities, or private mortgage-backed securities 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 such
Mortgage Loans may be deductible in accordance with a reasonable method
regularly employed by the holder thereof. The allocation of such premium pro
rata among principal payments should be considered a reasonable method;
however, the IRS may argue that such premium should be allocated in a
different manner, such as allocating such 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 the
federal income tax liability of a Residual Certificateholder will be subject
to special treatment. That portion, referred to as the "excess inclusion," is
equal to the excess of REMIC taxable income for the calendar quarter
allocable to a Residual Certificate over the daily accruals for such
quarterly period of (i) 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 (ii) the
adjusted issue price of such Residual Certificate at the beginning of such
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 such daily accruals of REMIC income described
in this paragraph for all prior quarters, decreased by any distributions made
with respect to such Residual Certificate prior to the beginning of such
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 such
income as the adjusted issue price of the Residual Certificates diminishes.

                               55
<PAGE>
   The portion of a Residual Certificateholder's REMIC taxable income
consisting of the excess inclusions generally may not be offset by other
deductions, including net operating loss carryforwards, on such Residual
Certificateholder's return. However, net operating loss carryovers are
determined without regard to excess inclusion income. Further, if the
Residual Certificateholder is an organization subject to the tax on unrelated
business income imposed by Code Section 511, the Residual Certificateholder's
excess inclusions will be treated as unrelated business taxable income of
such Residual Certificateholder 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"), and the portion thereof 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. The SBJPA of 1996 has eliminated the special rule permitting Section
593 institutions ("thrift institutions") 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, effective for taxable years beginning after December 31,
1995, except with respect to Residual Certificates continuously held by
thrift institutions since November 1, 1995.

   In addition, the SBJPA of 1996 provides three rules for determining the
effect of excess inclusions on the alternative minimum taxable income of a
Residual Certificateholder. First, alternative minimum taxable income for a
Residual Certificateholder is determined without regard to the special rule,
discussed above, that taxable income cannot be less than excess inclusions.
Second, a Residual Certificateholder's alternative minimum taxable income for
a taxable year cannot be less than the excess inclusions for the year. Third,
the amount of any alternative minimum tax net operating loss deduction must
be computed without regard to any excess inclusions. These rules are
effective for taxable years beginning after December 31, 1986, unless a
Residual Certificateholder elects to have such rules apply only to taxable
years beginning after August 20, 1996.

 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
(i) the present value of the total anticipated excess inclusions with respect
to such Residual Certificate for periods after the transfer and (ii) 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. Such a tax generally would be imposed on
the transferor of the Residual Certificate, except that where such transfer
is through an agent (including a broker, nominee or other middleman) for a
Disqualified Organization, the tax would instead be imposed on such agent.
However, a transferor of a Residual Certificate would in no event be liable
for such tax with respect to a transfer if the transferee furnishes to the
transferor an affidavit that the transferee is not a Disqualified
Organization and, as of the time of the transfer, the transferor does not
have actual knowledge that such affidavit is false. 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
such entity, then a tax is imposed on such entity equal to the product of (i)
the amount

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<PAGE>
of excess inclusions on the Residual Certificate that are allocable to the
interest in the Pass-Through Entity during the period such interest is held
by such Disqualified Organization, and (ii) the highest marginal federal
corporate income tax rate. Such 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 such tax if it has received an
affidavit from such record holder that it is not a Disqualified Organization
or stating such holder's taxpayer identification number and, during the
period such person is the record holder of the Residual Certificate, the
Pass-Through Entity does not have actual knowledge that such affidavit is
false.

   For taxable years beginning on or after January 1, 1998, 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 such affidavits are false, is not available
to an electing large partnership.

   For these purposes, (i) "Disqualified Organization" means the United
States, any state or political subdivision thereof, any foreign government,
any international organization, any agency or instrumentality of any of the
foregoing (provided, that such 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 any such governmental entity), 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 such organization is
subject to the tax on unrelated business income imposed by Code Section 511,
(ii) "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 and (iii) 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.
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 such interest, be treated as a Pass-Through Entity.

   The Agreement with respect to a Series of Certificates will provide that
no legal or beneficial interest in a Residual Certificate may be transferred
unless (i) the proposed transferee provides to the transferor and the Trustee
an affidavit providing its taxpayer identification number and stating that
such transferee is the beneficial owner of the Residual Certificate, is not a
Disqualified Organization and is not purchasing such Residual Certificates on
behalf of a Disqualified Organization (i.e., as a broker, nominee or
middleman thereof), and (ii) the transferor provides a statement in writing
to the Depositor and the Trustee that it has no actual knowledge that such
affidavit is false. Moreover, the 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
such restrictions on transfer, and each Residual Certificateholder will be
deemed to have agreed, as a condition of ownership thereof, to any amendments
to the related 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 such 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 below under "--Foreign Investors") 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

                               57
<PAGE>
"noneconomic residual interest" unless, at the time of the transfer, (i) the
present value of the expected future distributions on the residual interest
at least equals the product of the present value of the anticipated excess
inclusions and the highest corporate income tax rate in effect for the year
in which the transfer occurs, and (ii) the transferor reasonably expects that
the transferee will receive distributions from the REMIC at or after the time
at which taxes accrue on the anticipated excess inclusions in an amount
sufficient to satisfy the accrued taxes. The anticipated excess inclusions
and the present value rate are determined in the same manner as set forth
above under "--Disqualified Organizations." The REMIC Regulations explain
that a significant purpose to impede the assessment or collection of tax
exists if the transferor, at the time of the transfer, either knew or should
have known that the transferee would be unwilling or unable to pay taxes due
on its share of the taxable income of the REMIC. A safe harbor is provided if
(i) 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, and (ii) 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. The Agreement with respect to each Series of Certificates will
require the transferee of a Residual Certificate to certify to the matters in
the preceding sentence as part of the affidavit described above under the
heading "Disqualified Organizations." The transferor must have no actual
knowledge or reason to know that such statements are false.

   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
such 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, (i) the
future value of expected distributions equals at least 30% of the anticipated
excess inclusions after the transfer, and (ii) the transferor reasonably
expects that the transferee will receive sufficient distributions from the
REMIC Pool at or after the time at which the excess inclusions accrue and
prior to the end of the next succeeding taxable year for the accumulated
withholding tax liability to be paid. If the non-U.S. Person transfers the
Residual Certificate back to a U.S. Person, the transfer will be disregarded
and the foreign transferor will continue to be treated as the owner unless
arrangements are made so that the transfer does not have the effect of
allowing the transferor to avoid tax on accrued excess inclusions.

   The Prospectus Supplement relating to a Series of Certificates may provide
that a Residual Certificate may not be purchased by or transferred to any
person that is not a U.S. Person or may describe the circumstances and
restrictions pursuant to which such a transfer may be made. The term "U.S.
Person" means a citizen or resident of the United States, a corporation or
partnership created or organized in or under the laws of the United States,
any state or the District of Columbia (unless, in the case of a partnership,
regulations are adopted that provide otherwise), including any entity treated
as a corporation or partnership for federal income tax purposes, an estate
that is subject to U.S. 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 such trust, and one or more
such U.S. Persons have the authority to control all substantial decisions of
such 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, the Residual
Certificateholder will recognize gain or loss equal to the excess, if any, of
the amount realized over the adjusted basis (as described above under
"Taxation of Residual Certificates--Basis and Losses") of such Residual
Certificateholder in such Residual Certificate at the time of the sale or
exchange. In addition to reporting the taxable income of the REMIC Pool, a
Residual Certificateholder will have taxable income to the extent that any
cash distribution to it from the REMIC Pool exceeds such adjusted basis on
that Distribution Date. Such

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<PAGE>
income will be treated as gain from the sale or exchange of the Residual
Certificate. It is possible that the termination of the REMIC Pool may be
treated as a sale or exchange of a Residual Certificateholder's Residual
Certificate, in which case, if the Residual Certificateholder has an adjusted
basis in such Residual Certificateholder's Residual Certificate remaining
when its interest in the REMIC Pool terminates, and if such Residual
Certificateholder holds such Residual Certificate as a capital asset under
Code Section 1221, then such Residual Certificateholder will recognize a
capital loss at that time in the amount of such remaining adjusted basis.

   Any gain on the sale of a Residual Certificate will be treated as ordinary
income (i) if a Residual 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 Residual Certificateholder's net investment in
the conversion transaction at 120% of the appropriate applicable Federal rate
in effect at the time the taxpayer entered into the transaction minus any
amount previously treated as ordinary income with respect to any prior
disposition of property that was held as a part of such transaction or (ii)
in the case of a non-corporate taxpayer, to the extent such taxpayer has 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 1986 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 the Residual Certificate, during the period beginning six
months before the sale or disposition of the Residual Certificate and ending
six months after such 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

   Prospective purchasers of the Residual Certificates should also be aware
that IRS has promulgated final 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 customers. The Mark to Market
Regulations provide that 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 (i) 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, (ii) the receipt of income from assets that are not the type of
mortgages or investments that the REMIC Pool is permitted to hold, (iii) the
receipt of compensation for services or (iv) the receipt of gain from
disposition of cash flow investments other than pursuant to a qualified
liquidation. Notwithstanding (i) and (iv), it is not a prohibited transaction
to sell REMIC Pool property to prevent a default on REMIC 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

                               59
<PAGE>
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 (i) during
the three months following the Startup Day, (ii) made to a qualified reserve
fund by a Residual Certificateholder, (iii) in the nature of a guarantee,
(iv) made to facilitate a qualified liquidation or clean-up call and (v) as
otherwise permitted in Treasury regulations yet to be issued.

 Net Income from Foreclosure Property

   The REMIC Pool will be subject to federal income tax at the highest
corporate rate on "net income from foreclosure property," determined by
reference to the rules applicable to real estate investment trusts.
Generally, property acquired by deed in lieu of foreclosure would be treated
as "foreclosure property" for a period not exceeding the close of the third
calendar year beginning after the year in which the REMIC Pool acquired such
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 such 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 REMIC 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 such 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 such Residual Certificates, to have agreed
(i) to the appointment of the tax matters person as provided in the preceding
sentence and (ii) to the irrevocable designation of the Master Servicer as
agent for performing the functions of the tax matters person.

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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 such 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 (i)
3% of the excess, if any, of adjusted gross income over $100,000 ($50,000 in
the case of a married individual filing a separate return) (subject to
adjustments for post-1991 inflation) or (ii) 80% of the amount of itemized
deductions otherwise allowable for such year. In the case of a REMIC Pool,
such deductions may include deductions under Code Section 212 for the
Servicer Fee and all administrative and other expenses relating to the REMIC
Pool, any similar fees paid to the issuer or guarantor of the Agency
Certificates or the private mortgage-backed securities or Installment
Contracts, or any similar expenses allocated to the REMIC Pool with respect
to a regular interest it holds in another REMIC. Such investors who hold
REMIC Certificates either directly or indirectly through certain pass-through
entities may have their pro rata share of such expenses allocated to them as
additional gross income, but may be subject to such limitation on deductions.
In addition, such expenses are not deductible at all for purposes of
computing the alternative minimum tax, and may cause such 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, such additional
gross income and limitation on deductions will apply to the allocable portion
of such expenses to holders of REMIC Regular Certificates, as well as holders
of Residual Certificates, where such REMIC Regular Certificates are issued in
a manner that is similar to pass-through certificates in a fixed investment
trust. In general, such 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 REMIC 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 REMIC 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 such
expenses will be allocable to the Residual Certificates.

TAXATION OF CERTAIN FOREIGN INVESTORS

 REMIC 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 such Non-U.S. Person (i) 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 (ii) provides
the Trustee, or the person who would otherwise be required to withhold tax
from such 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 REMIC
Regular Certificate is a Non-U.S. Person. If such 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 REMIC Regular Certificate is effectively connected with the
conduct of a trade or business within the United States by such Non-U.S.
Person. In the latter case, such 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 REMIC Regular Certificate. The term "Non-U.S. Person" means
any person who is not a U.S. Person.

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   The IRS recently issued final regulations (the "New Regulations") which
would provide alternative methods of satisfying the beneficial ownership
certification requirement described above. The New Regulations are effective
January 1, 2001. Current withholding certificates remain valid until the
earlier of December 31, 2000 or the due date of expiration of the certificate
under the rules as currently in effect. The New Regulations will require, in
the case of Offered Certificates held by a foreign partnership, that (x) the
certification described above be provided by the partners rather than by the
foreign partnership and (y) the partnership provide certain information,
including a United States taxpayer identification number. A look-through rule
will 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 the New Regulations.

 Residual Certificates

   The Conference Committee Report to the 1986 Act indicates that amounts
paid to Residual Certificateholders who are Non-U.S. Persons are treated as
interest for purposes of the 30% (or 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 "--REMIC Regular Certificates" above, but only to
the extent that (i) the Mortgage Loans (including mortgage loans underlying
MBS) were issued after July 18, 1984 and (ii) the Trust Fund or segregated
pool of assets therein (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." 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 such Non-U.S.
Persons, 30% (or lower treaty rate) withholding will not apply. Instead, the
amounts paid to such 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, such 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 REMIC Regular Certificates, and proceeds from
the sale of the REMIC Regular Certificates to or through certain brokers, may
be subject to a "backup" withholding tax under Code Section 3406 of 31% 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 REMIC Regular Certificate, or such Certificateholder is
otherwise an exempt recipient under applicable provisions of the Code. Any
amounts to be withheld from distribution on the REMIC 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 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 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 REMIC Regular
Certificates will be made annually to the IRS and to

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individuals, estates, non-exempt and non-charitable trusts, and partnerships
who are either holders of record of REMIC Regular Certificates or beneficial
owners who own REMIC Regular Certificates through a broker or middleman as
nominee. All brokers, nominees and all other non-exempt holders of record of
REMIC 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 such 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 REMIC Regular Certificates. Holders through
nominees must request such information from the nominee.

   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 REMIC
Regular Certificates, and filed annually with the IRS concerning Code Section
67 expenses (see "--Limitations on Deduction of Certain Expenses" above)
allocable to such holders. Furthermore, under such regulations, information
must be furnished quarterly to Residual Certificateholders, furnished
annually to holders of REMIC Regular Certificates, and filed annually with
the IRS concerning the percentage of the REMIC Pool's assets meeting the
qualified asset tests described above under "--Status of REMIC Certificates."

                          GRANTOR TRUST CERTIFICATES

STANDARD CERTIFICATES

 General

   In the event that no election is made to treat a Trust Fund (or a
segregated pool of assets therein) with respect to a Series of Certificates
that are not designated as "Stripped Certificates," as described below, as a
REMIC (Certificates of such a Series hereinafter referred to as "Standard
Certificates"), in the opinion of Brown & Wood LLP, Cadwalader, Wickersham &
Taft or Orrick, Herrington & Sutcliffe (as specified in the related
Prospectus Supplement), tax counsel to the Depositor, 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 each such Standard Certificate (a
"Standard Certificateholder") in such Series will be treated as the owner of
a pro rata undivided interest in the ordinary income and corpus portions of
the Trust Fund represented by its Standard Certificate and will be considered
the beneficial owner of a pro rata undivided interest in each of the Mortgage
Loans, subject to the discussion below under "--Recharacterization of
Servicing Fees." Accordingly, the holder of a Standard Certificate of a
particular Series will be required to report on its federal income tax return
its pro rata share of the entire income from the Mortgage Loans represented
by its Standard Certificate, including interest at the coupon rate on such
Mortgage Loans, original issue discount (if any), prepayment fees, assumption
fees, and late payment charges received by the Master Servicer, in accordance
with such 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 such 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 such administrative and other expenses of the Trust Fund, to the
extent that such deductions, in the aggregate, do not exceed two percent of
an investor's adjusted gross income. In

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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 (i) 3% of the excess, if any, of adjusted gross income over
$100,000 ($50,000 in the case of a married individual filing a separate
return) (subject to adjustments for post-1991 inflation), or (ii) 80% of the
amount of itemized deductions otherwise allowable for such year. As a result,
such 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 such Standard Certificates with respect
to interest at the pass-through rate on such Standard Certificates. In
addition, such expenses are not deductible at all for purposes of computing
the alternative minimum tax, and may cause such 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 below
under "--Stripped Certificates" and "--Recharacterization of Servicing Fees,"
respectively.

 Tax Status

   In the opinion of Brown & Wood LLP, Cadwalader, Wickersham & Taft or
Orrick, Herrington & Sutcliffe (as specified in the related Prospectus
Supplement), tax counsel to the Depositor, Standard Certificates will have
the following status for federal income tax purposes:

   1. A Standard Certificate owned by a "domestic building and loan
association" within the meaning of Code Section 7701(a)(19) will be
considered to represent "loans secured by an interest in 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 such section of the Code.

   2. A 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)(4)(A) to the extent that the assets of the related Trust Fund
consist of qualified assets, and interest income on such 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. A Standard Certificate owned by a REMIC will be considered to represent
an "obligation. . . which is principally secured by an interest in real
property" within the meaning of 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. A Certificate owned by a "financial asset securitization investment
trust" within the meaning of Code Section 860L(c) will be considered to
represent "permitted assets" within the meaning of Code Section 860L(c) to
the extent that the assets of the Trust Fund consist of "debt instruments" or
other 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 above under "REMIC
Certificates--Taxation of Residual Certificates--Premium."

   Original Issue Discount. The original issue discount rules will be
applicable to a Standard Certificateholder's interest in those Mortgage Loans
as to which the conditions for the application of those sections are met.
Rules regarding periodic inclusion of original issue discount income are
applicable to mortgages of corporations originated after May 27, 1969,
mortgages of noncorporate mortgagors (other than individuals) originated
after July 1, 1982, and mortgages of individuals originated after March 2,
1984. Under the OID Regulations, such original issue discount could arise by
the charging of points by

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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 such
income. Unless indicated otherwise in the applicable Prospectus Supplement,
no prepayment assumption will be assumed for purposes of such 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 such Mortgage
Loans acquired by a Standard Certificateholder are purchased at a price equal
to the then unpaid principal amount of such Mortgage Loans, no original issue
discount attributable to the difference between the issue price and the
original principal amount of such Mortgage Loans (i.e., points) will be
includible by such 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 above under "REMIC Certificates--Taxation of REMIC Regular
Certificates--Market Discount," except that the ratable accrual methods
described therein will not 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 such accrual.

 Recharacterization of Servicing Fees

   If the Servicing Fee paid to the Master Servicer were deemed to exceed
reasonable servicing compensation, the amount of such 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 such
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. Such guidance
provides safe harbors for servicing deemed to be reasonable and requires
taxpayers to demonstrate that the value of servicing fees in excess of such
amounts is not greater than the value of the services provided.

   Accordingly, if the IRS's approach is upheld, a servicer who receives a
servicing fee in excess of such 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 such Mortgage Loans as "stripped
coupons" and "stripped bonds." Subject to the de minimis rule discussed below
under "--Stripped Certificates," each stripped bond or stripped coupon could
be considered for this purpose as a non-interest bearing obligation issued on
the date of issue of the Standard Certificates, and the original issue
discount rules of the Code would apply to the holder thereof. While Standard
Certificateholders would still be treated as owners of beneficial interests
in a grantor trust for federal income tax purposes, the corpus of such 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 such portion
as a second class of equitable interest. Applicable Treasury regulations
treat such an arrangement as a fixed investment trust, since the multiple
classes of trust interests should be treated as merely facilitating direct
investments in the trust assets and the existence of multiple classes of
ownership interests is incidental to that purpose. In general, such a

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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 and its aggregate adjusted basis in the
Mortgage Loans and the other assets represented by the Standard Certificate.
In general, the aggregate adjusted basis will equal the Standard
Certificateholder's cost for the Standard Certificate, increased by the
amount of any income previously reported with respect to the Standard
Certificate and decreased by the amount of any losses previously reported
with respect to the Standard Certificate and the amount of any distributions
received thereon. Except as provided above with respect to market discount on
any Mortgage Loans, and except for certain financial institutions subject to
the provisions of Code Section 582(c), any such 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 (i) if a Standard 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 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 such
transaction or (ii) in the case of a non-corporate taxpayer, to the extent
such 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 are subject to a lower
maximum tax rate (20%) than ordinary income or short-term capital gains of
such taxpayers (39.6%). The maximum tax rate for corporations is the same
with respect to both ordinary income and capital gains.

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".

   The Certificates will be subject to those rules if (i) the Depositor or
any of its affiliates retains (for its 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, (ii) 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
(iii) 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. Certificates that represent the
same percentage of interest and principal on the Mortgage loans will be
treated as Standard Certificates, notwithstanding that other Certificates of
the same Series are treated as Stripped Certificates.

   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 such fees
represent reasonable compensation for services rendered. See discussion above
under "Standard Certificates--Recharacterization of Servicing Fees." Although
not free from doubt, for purposes of reporting to Stripped
Certificateholders, the servicing fees will be allocated to the Stripped
Certificates in proportion to the respective entitlements to distributions of
each class (or

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subclass) of Stripped Certificates for the related period or periods. The
holder of a Stripped Certificate generally will be entitled to a deduction
each year in respect of the servicing fees, as described above under
"Standard Certificates--General," subject to the limitation described
therein.

   Code Section 1286 treats a stripped bond or a stripped coupon as an
obligation issued on the date that such stripped interest is purchased.
Although the treatment of Stripped Certificates for federal income tax
purposes is not clear in certain respects at this time, particularly where
such Stripped Certificates are issued with respect to a Mortgage Pool
containing variable-rate Mortgage Loans, in the opinion of Brown & Wood LLP,
Cadwalader, Wickersham & Taft or Orrick, Herrington & Sutcliffe (as specified
in the related Prospectus Supplement), tax counsel to the Depositor, (i) 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
(ii) 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 below under "Taxation of
Stripped Certificates--Possible Alternative Characterizations," the OID
Regulations state, in general, that two or more debt instruments issued by a
single issuer to a single investor in a single transaction should be treated
as a single debt instrument for original issue discount purposes. The
Agreement for an applicable Series 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 such a Stripped Certificate
would be treated as qualified stated interest under the OID Regulations.
Further, these final regulations provide that the purchaser of such a
Stripped Certificate will be required to account for any discount as market
discount rather than original issue discount if either (i) the initial
discount with respect to the Stripped Certificate was treated as zero under
the de minimis rule, or (ii) no more than 100 basis points in excess of
reasonable servicing is stripped off the related Mortgage Loans. Any such
market discount would be reportable as described under "REMIC
Certificates--Taxation of REMIC Regular Certificates--Market Discount,"
without regard to the de minimis rule therein, assuming that a prepayment
assumption is employed in such 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 Brown & Wood LLP, Cadwalader, Wickersham & Taft or Orrick,
Herrington & Sutcliffe (as specified in the related Prospectus Supplement),
tax counsel to the Depositor, 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" 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 such Mortgage Loans qualify for
such treatment. Investors should consult their own tax advisors as to such
characterization.

 Taxation of Stripped Certificates

   Original Issue Discount. Except as described above under "General," each
Stripped Certificate will be considered to have been issued at an original
issue discount for federal income tax purposes. Original

                               67
<PAGE>
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 such income. Based in part on the OID
Regulations and the amendments to the original issue discount sections of the
Code made by the 1986 Act, the amount of original issue discount required to
be included in the income of a holder of a Stripped Certificate (referred to
in this discussion as a "Stripped Certificateholder") in any taxable year
likely will be computed generally as described above under "REMIC
Certificates--Taxation of REMIC Regular Certificates--Original Issue
Discount" and "--Variable Rate REMIC Regular Certificates." However, with the
apparent exception of a Stripped Certificate issued with de minimis original
issue discount as described above under "General," the issue price of a
Stripped Certificate will be the purchase price paid by each holder thereof,
and the stated redemption price at maturity will include the aggregate amount
of the payments to be made on the Stripped Certificate to such Stripped
Certificateholder, other than payments of qualified stated interest. It is
not clear under current law whether such aggregate payments and the yield to
maturity should be computed using a prepayment assumption. Unless and until
required otherwise by applicable authority, its anticipated will use the
applicable initial Prepayment assumption for purposes of reporting to
investors.

   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 such original issue discount will be either increased or decreased
depending on the relative interests in principal and interest on each
Mortgage Loan represented by such 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 such Stripped Certificate to recognize an ordinary
loss equal to such 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 such 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, such regulations may lead
to different timing of income inclusion that would be the case under the OID
Regulations. Furthermore, application of such 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 such Stripped Certificate, as described
above under "REMIC Certificates--Taxation of REMIC Regular Certificates--Sale
or Exchange of REMIC Regular Certificates." To the extent that a subsequent
purchaser's purchase price is exceeded by the remaining payments on the
Stripped Certificates (other than qualified stated interest), such subsequent
purchaser will be required for federal income tax purposes to accrue and
report such excess as if it were original issue discount, if it exceeds the
statutory de minimis amount, in the manner described above. It is not clear
for this purpose whether, if use of prepayment assumption to accrue original
issue discount on a Stripped Certificate is appropriate, 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.

   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 such classes of
Stripped Certificates should be treated separately or aggregated for purposes
of the rules described above.

                               68
<PAGE>
   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 (i) one installment
obligation consisting of such Stripped Certificate's pro rata share of the
payments attributable to principal on each Mortgage Loan and a second
installment obligation consisting of such Stripped Certificate's pro rata
share of the payments attributable to interest on each Mortgage Loan, (ii) as
many stripped bonds or stripped coupons as there are scheduled payments of
principal and/or interest on each Mortgage Loan or (iii) 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 such Stripped
Certificate, or classes of Stripped Certificates in the aggregate, represent
the same pro rata portion of principal and interest on each such 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 on December 28, 1992 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 such year, such information (prepared on
the basis described above) as the Trustee deems to be necessary or desirable
to enable such Certificateholders to prepare their federal income tax
returns. Such 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, such reporting will be
based upon a representative initial offering price of each class of Stripped
Certificates. The Trustee will also file such 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, 31% backup withholding
may be required in respect of any reportable payments, as described above
under "REMIC Certificates--Backup Withholding."

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 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
such 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 original issue discount recognized by the
Standard Certificateholder or Stripped Certificateholders on the sale or
exchange of such a 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 such persons will
be subject to the same certification requirements, described above under
"REMIC Certificates--Taxation of Certain Foreign Investors--REMIC Regular
Certificates."

                               69
<PAGE>
                           STATE TAX CONSIDERATIONS

   In addition to the Federal income tax consequences described in "Certain
Federal Income Tax Consequences," potential investors should consider the
state income tax consequences of the acquisition, ownership, and disposition
of the Certificates. State income tax law may differ substantially from the
corresponding federal law, and this discussion does not purport to describe
any aspect of the income tax laws of any state. Therefore, potential
investors should consult their own tax advisers with respect to the various
state tax consequences of an investment in the Certificates.

                             ERISA CONSIDERATIONS

   The Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
imposes certain requirements on employee benefit plans subject to ERISA
("ERISA Plans") and prohibits certain transactions between ERISA Plans and
persons who are parties in interest (as defined in ERISA) ("parties in
interest") with respect to assets of such Plans. Section 4975 of the Code
prohibits a similar set of transactions between certain plans ("Code Plans,"
and together with ERISA Plans, "Plans") and persons who are disqualified
persons (as defined in the Code) (hereafter, also "parties in interest") with
respect to Code Plans. Certain employee benefit plans, such as governmental
plans and church plans (if no election has been made under Section 410(d) of
the Code), are not subject to the requirements of ERISA or Section 4975 of
the Code, and assets of such plans may be invested in Certificates, subject
to the provisions of other applicable federal and state law. Any such plan
which is qualified under Section 401(a) of the Code and exempt from taxation
under Section 501(a) of the Code is, however, subject to the prohibited
transaction rules set forth in Section 503 of the Code.

   Investments by ERISA Plans are subject to ERISA's general fiduciary
requirements, including the requirement of investment prudence and
diversification and the requirement that investments be made in accordance
with the documents governing the ERISA Plan. Before investing in a
Certificate, an ERISA Plan fiduciary should consider, among other factors,
whether to do so is appropriate in view of the overall investment policy and
liquidity needs of the ERISA Plan. Such fiduciary should especially consider
the sensitivity of the investments to the rate of principal payments
(including prepayments) on the Mortgage Loans, as discussed in the Prospectus
Supplement related to a Series.

   Based on the holding of the United States Supreme Court in John Hancock
Mutual Life Ins. Co. v. Harris Trust and Savings Bank, 510 U.S. 86 (1993),
the assets of Plan may include assets held in the general account of an
insurance company. Before investing in a Certificate, an insurance company
should consider the effects of such holding on an investment of its general
accounts and the potential applicability of ERISA and Section 4975 of the
Code.

PROHIBITED TRANSACTIONS

   Section 406 of ERISA and Section 4975 of the Code prohibit parties in
interest with respect to ERISA Plans and Code Plans from engaging in certain
transactions involving such Plans or "plan assets" of such Plans unless a
statutory or administrative exemption applies to the transaction. Section
4975 of the Code and Sections 502(i) and 502(l) of ERISA provide for the
imposition of certain excise taxes and civil penalties on certain persons
that engage or participate in such prohibited transactions. The Depositor,
the Master Servicer, any Special Servicer or the Trustee or certain
affiliates thereof may be considered or may become parties in interest with
respect to an investing Plan. If so, the acquisition or holding of
Certificates by, on behalf of or with "plan assets" of such Plan may be
considered to give rise to a "prohibited transaction" within the meaning of
ERISA and/or the Section 4975 of Code unless an administrative exemption
described below or some other exemption is available.

   Special caution should be exercised before "plan assets" of a Plan are
used to purchase a Certificate if, with respect to such assets, the
Depositor, the Master Servicer, any Special Servicer or the Trustee or an
affiliate thereof either (a) has investment discretion with respect to the
investment of such assets, or (b) has authority or responsibility to give, or
regularly gives investment advice with respect to such assets for a fee and
pursuant to an agreement or understanding that such advice will serve as a
primary basis for investment decisions with respect to such assets and that
such advice will be based on the particular investment needs of the Plan.

                               70
<PAGE>
   Further, if the assets included in a Trust Fund were deemed to constitute
"plan assets," a Plan's investment in the Certificates may be deemed to
constitute a delegation, under ERISA, of the duty to manage plan assets by
the fiduciary deciding to invest in the Certificates, and certain
transactions involved in the operation of the Trust Fund may be deemed to
constitute prohibited transactions under ERISA and/or Section 4975 of the
Code. Neither ERISA nor Section 4975 of the Code defines the term "plan
assets."

   The United States Department of Labor (the "Department") has issued
regulations (the "Regulations") concerning whether or not a Plan's assets
would be deemed to include an interest in the underlying assets of an entity
(such as the Trust Fund), for purposes of the reporting and disclosure and
general fiduciary responsibility provisions of ERISA and the prohibited
transaction provisions of ERISA and Section 4975 of the Code, if the Plan
acquires an "equity interest" (such as a Certificate) in such an entity.

   Certain exceptions are provided in the Regulations whereby an investing
Plan's assets would be deemed merely to include its interest in the
Certificates instead of being deemed to include an interest in the assets of
the Trust Fund. However, it cannot be predicted in advance, nor can there be
a continuing assurance whether such exceptions may be met, because of the
factual nature of certain of the rules set forth in the Regulations. For
example, one of the exceptions in the Regulations states that the underlying
assets of an entity will not be considered "plan assets" if less than 25% of
the value of each class of equity interests is held by "benefit plan
investors," which are defined as ERISA Plans, Code Plans, and employee
benefit plans not subject to ERISA (for example, governmental plans), but
this exemption is tested immediately after each acquisition of an equity
interest in the entity whether upon initial issuance or in the secondary
market.

   Pursuant to the Regulations, if the assets of the Trust Fund were deemed
to be "plan assets" by reason of the investment of assets of a Plan in any
Certificates, the "plan assets" of such Plan would include an undivided
interest in the Mortgage Loans, the mortgages underlying the Mortgage Loans
and any other assets held in the Trust Fund. Therefore, because the Mortgage
Loans and other assets held in the Trust Fund may be deemed to be "plan
assets" of each Plan that purchases Certificates, in the absence of an
exemption, the purchase, sale or holding of Certificates of any Series or
Class by or with "plan assets" of a Plan may result in a prohibited
transaction and the imposition of civil penalties or excise taxes.

   Depending on the relevant facts and circumstances, certain prohibited
transaction exemptions may apply to the purchase, sale or holding of
Certificates of any Series or Class by a Plan, for example, Prohibited
Transaction Class Exemption ("PTCE") 96-23, which exempts certain
transactions effected on behalf of a plan by an "in-house asset manager";
PTCE 95-60, which exempts certain transactions with insurance company general
accounts; PTCE 91-38 (formerly PTCE 80-51), which exempts certain
transactions between bank collective investment funds and parties in
interest; PTCE 90-1 (formerly PTCE 78-19), which exempts certain transactions
between insurance company pooled separate accounts and parties in interest;
or PTCE 84-14, which exempts certain transactions effected on behalf of a
plan by a "qualified professional asset manager." Also, the Department has
issued administrative exemptions from application of certain prohibited
transaction restrictions of ERISA and Section 4975 of the Code to most
underwriters of mortgage-backed securities (each, an "Underwriter's
Exemption"). Such an Underwriter's Exemption can only apply to
mortgage-backed securities which, among other conditions, are sold in an
offering with respect to which such underwriter serves as the sole or a
managing underwriter, or as a selling or placement agent. If such an
Underwriter's Exemption might be applicable to a Series of Certificates, the
related Prospectus Supplement will refer to such possibility.

   Any fiduciary or other Plan investor (which could include an insurance
company investing general accounts assets) who proposes to invest "plan
assets" of a Plan in Certificates of any Series or Class should consult with
its counsel with respect to the potential consequences under ERISA and
Section 4975 of the Code of any such acquisition and ownership of such
Certificates.

UNRELATED BUSINESS TAXABLE INCOME--RESIDUAL INTERESTS

   The purchase of a Certificate evidencing an interest in the Residual
Interest in a Series that is treated as a REMIC by any employee benefit or
other plan that is exempt from taxation under Code

                               71
<PAGE>
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 an interest in a Residual Interest, a
prospective transferee may be required to provide an affidavit to a
transferor that it is not, nor is it purchasing an interest in a Residual
Interest on behalf of, a "Disqualified Organization," which term as defined
above includes certain tax-exempt entities not subject to Code Section 511,
such as certain governmental plans, as discussed above under "Certain Federal
Income Tax Consequences--Taxation Residual Certificates--Limitations on
Offset or Exemption of REMIC Income" and "--Tax-Related Restrictions on
Transfer of Residual Certificates."

   Due to the complexity of these rules and the penalties imposed upon
Persons involved in prohibited transactions, it is particularly important
that individuals responsible for investment decisions with respect to Plans
consult with their counsel regarding the consequences under ERISA and/or
Section 4975 of the Code of their acquisitions and ownership of Certificates.

   The sale of Certificates to a Plan is in no respect a representation by
the Depositor or the applicable underwriter that such investment meets all
relevant legal requirements with respect to investments by Plans generally or
any particular Plan, or that such investment is appropriate for Plans
generally or any particular Plan.

                               LEGAL INVESTMENT

   The Prospectus Supplement for each Series will identify those Classes of
Certificates, if any, which constitute "mortgage related securities" for
purposes of the Secondary Mortgage Market Enhancement Act of 1984 (the
"Enhancement Act").

   Such Classes will constitute "mortgage related securities" for so long as
they (i) are rated in one of the two highest rating categories by at least
one nationally recognized statistical rating organization and (ii) are part
of a Series evidencing interests in a trust fund consisting of loans
originated by certain types of originators as specified in the Enhancement
Act (the "SMMEA Certificates"). As "mortgage related securities," the SMMEA
Certificates will constitute legal investments for persons, trusts,
corporations, partnerships, associations, business trusts and business
entities (including, but not limited to, state-chartered savings banks,
commercial banks, savings and loan associations and insurance companies, as
well as trustees and state government employee retirement systems) 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 agency or instrumentality thereof
constitute legal investments for such entities. Pursuant to the Enhancement
Act, a number of states enacted legislation, on or before the October 3, 1991
cutoff for such enactments, limiting to varying extents the ability of
certain entities (in particular, insurance companies) to invest in mortgage
related securities, in most cases by requiring the affected investors to rely
solely upon existing state law, and not the Enhancement Act. 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, 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 such types of certificates. Accordingly, the
investors affected by such legislation when and if enacted, will be
authorized to invest in SMMEA Certificates only to the extent provided in
such legislation.

   The Enhancement Act 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 with, mortgage related securities without limitation as to the
percentage of their assets represented thereby, federal credit unions may
invest in mortgage related securities, and national banks may purchase
mortgage related securities for their own account without regard to the
limitations generally applicable to investment securities set forth in 12
U.S.C. Section 24 (Seventh), subject in each case to such regulations as the
applicable federal regulatory authority may prescribe. In this connection,

                               72
<PAGE>
effective December 31, 1996, 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 any such bank's capital and surplus (but subject to compliance
with certain general standards concerning "safety and soundness" and
retention of credit information in 12 C.F.R. Section 1.5), certain "Type IV
securities," defined in 12 C.F.R. Section 1.2(l) 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 the Enhancement Act, provided that,
in the case of a "commercial mortgage-related security," it "represents
ownership of a promissory note or certificate of interest or participation
that is directly secured by a first lien on one or more parcels of real
estate upon which one or more commercial structures are located and that is
fully secured by interests in a pool of loans to numerous obligors." In the
absence of any rule or administrative interpretation by the OCC defining the
term "numerous obligors," no representation is made as to whether any Class
of Certificates will qualify as "commercial mortgaged-related securities,"
and thus as "Type IV securities," for investment by national banks. Federal
credit unions should review the NCUA Letter to Credit Unions No. 96, as
modified by Letter to Credit Unions No. 108, which includes guidelines to
assist federal credit unions in making investment decisions for mortgage
related securities. The NCUA has adopted rules, codified as 12 C.F.R. Section
703.5(f) through (k), which prohibit federal credit unions from investing in
certain mortgage related securities (including securities such as certain
Series, Classes or subclasses of Certificates), except under limited
circumstances.

   All depository institutions considering an investment in the Certificates
should review the Supervisory Policy Statement on Securities Activities dated
January 28, 1992, as revised April 15, 1994 (the "Policy Statement") of the
Federal Financial Institutions Examination Council. The Policy Statement,
which has been adopted by the Board of Governors of the Federal Reserve
System, the FDIC, the Comptroller of the Currency and the Office of Thrift
Supervision and by the NCUA (with certain modifications) prohibits depository
institutions from investing in certain "high-risk" mortgage securities
(including securities such as certain Series, Classes or subclasses of
Certificates), except under limited circumstances, and sets forth certain
investment practices deemed to be unsuitable for regulated institutions.

   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 such authorities before purchasing any SMMEA
Certificates, as SMMEA Certificates may be deemed unsuitable investments, or
may otherwise be restricted, under such rules, policies or guidelines (in
certain instances irrespective of the Enhancement Act).

   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 provisions which may restrict
or prohibit investments in securities which are issued in book-entry form.

   Investors should consult with their own legal advisers in determining
whether, and to what extent, SMMEA Certificates constitute legal investments
for such investors.

   Other Classes of Certificates will not constitute "mortgage related
securities" under the Enhancement Act (the "Non-SMMEA Certificates"). The
appropriate characterization of the Non-SMMEA Certificates under various
legal investment restrictions, and thus the ability of investors subject to
these restrictions to purchase Non-SMMEA Certificates, may be subject to
significant interpretive uncertainties. All investors whose investment
authority is subject to legal restrictions should consult their own legal
advisers to determine whether, and to what extent, the Non-SMMEA Certificates
will constitute legal investments for them.

   Except as to the status of SMMEA Certificates identified in the Prospectus
Supplement for a Series as "mortgage related securities" under the
Enhancement Act, the Depositor will make no representation as to the proper
characterization of the Certificates for legal investment or financial
institution regulatory

                               73
<PAGE>
purposes, or as to the ability of particular investors to purchase
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 Certificates) may adversely affect the liquidity of
the Certificates.

                             PLAN OF DISTRIBUTION

   Each Series of Certificates offered hereby and by means of the related
Prospectus Supplements may be sold directly by the Depositor or may be
offered through Credit Suisse First Boston Corporation, an affiliate of the
Depositor, or underwriting syndicates represented by Credit Suisse First
Boston Corporation (the "Underwriters"). The Prospectus Supplement with
respect to each such Series of Certificates will set forth the terms of the
offering of such Series of Certificates, including the name or names of the
Underwriters, the proceeds to the Depositor, and either the initial public
offering price, the discounts and commissions to the Underwriters and any
discounts or concessions allowed or reallowed to certain dealers, or the
method by which the price at which the Underwriters will sell such
Certificates will be determined.

   Unless otherwise specified in the related Prospectus Supplement, the
Underwriters will be obligated to purchase all of the Certificates of a
Series described in the related Prospectus Supplement with respect to such
Series if any such Certificates are purchased. The Certificates may 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 a fixed public offering price or at varying prices determined at the time
of sale.

   If specified in the applicable Prospectus Supplement, the Depositor will
authorize Underwriters or other persons acting as the Depositor's agents to
solicit offers by certain institutions to purchase the Certificates from the
Depositor pursuant to contracts providing for payment and delivery on a
future date. Institutions with which such contracts may be made include
commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions and others, but in all
cases such institutions must be approved by the Depositor. The obligation of
any purchaser under any such contract will be subject to the condition that
the purchase of the offered Certificates shall not at the time of delivery be
prohibited under the laws of the jurisdiction to which such purchaser is
subject. The Underwriters and such other agents will not have any
responsibility in respect of the validity or performance of such contracts.

   The Depositor may also sell the Certificates offered hereby by means of
the related Prospectus Supplements from time to time in negotiated
transactions or otherwise, at prices determined at the time of sale. The
Depositor may effect such transactions by selling Certificates to or through
dealers, and such dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the Depositor and any
purchasers of Certificates for whom they may act as agents.

   The place and time of delivery for each Series of Certificates offered
hereby and by means of the related Prospectus Supplement will be set forth in
the Prospectus Supplement with respect to such Series.

                                LEGAL MATTERS

   Certain legal matters relating to the Certificates offered hereby will be
passed upon for the Depositor and for the Underwriters by Brown & Wood LLP,
One World Trade Center, New York, New York 10048; Cadwalader, Wickersham &
Taft, 100 Maiden Lane, New York, New York 10038; or Orrick, Herrington &
Sutcliffe LLP, 666 Fifth Avenue, New York, New York 10103-0001, as specified
in the related Prospectus Supplement.

                               74

<PAGE>
                            INDEX OF DEFINED TERMS

<TABLE>
<CAPTION>
<S>                                                 <C>
1
1986 Act ...................................               46

A
Accrual Certificates .......................                4
Act ........................................                1
ADA ........................................               41
Agreement ..................................               10

B
Balloon Mortgage Loans .....................                6
Bankruptcy Code ............................           32, 35
Borrower ...................................               16
borrower ...................................               29

C
CERCLA .....................................            8, 33
Certificateholder ..........................               43
Certificateholders .........................               11
Certificates ...............................            Cover
Closing Date ...............................               17
Code .......................................           14, 43
Code Plans .................................               70
Collection Account .........................               11
commercial mortgage-related security .......               73
Commission .................................                1
Covered Trust ..............................                7
Crime Control Act ..........................               41
CSFBMC .....................................                9
Cut-Off Date ...............................               11

D
defective obligation .......................               45
Deleted Mortgage Loans .....................               20
Department .................................               71
Depositor ..................................            Cover
Distribution Account .......................               11
Distribution Date ..........................               11
DTC ........................................                9

E
electing large partnership .................               57
Enhancement ................................               26
Enhancement Act ............................               72
ERISA ......................................               70
ERISA Plans ................................               70
Escrow Account .............................               21
Event of Default ...........................               25
excess inclusion ...........................               55
excess servicing ...........................               65

F
FHA ........................................               18
FHLMC ......................................               10
FNMA .......................................               10

                               75
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<CAPTION>
<S>                                                 <C>
Form 8-K ...................................               17
future advance .............................               30

G
GNMA .......................................               10

H
holder .....................................               43
Holders ....................................               11
HUD ........................................               18

I
Installment Contracts ......................               16
Insurance Proceeds .........................               12
interest ...................................               51
IRS ........................................               45

L
L/C Bank ...................................               27
L/C Percentage .............................               27
lender .....................................               29
Liquidation Proceeds .......................               12

M
Mark to Market Regulations .................               59
market discount ............................               50
Master Servicer ............................               21
Master Servicer Remittance Date ............               12
MBS ........................................        Cover, 16
Mortgage Interest Rate .....................               20
Mortgage Loan File .........................               17
Mortgage Loan Schedule .....................               17
Mortgage Pool ..............................            Cover
Mortgaged Property .........................               16
Mortgages ..................................               16

N
NCUA .......................................               39
New Regulations ............................               62
noneconomic residual interest ..............               58
Non-SMMEA Certificates .....................               73
Non-U.S. Person ............................               61
Note .......................................               16

O
OCC ........................................               73
OID Regulations ............................               46

P
parties in interest ........................               70
Pass-Through Entity ........................               57
Pass-Through Rate ..........................                1
Permitted Investments ......................               13
plan assets ................................               70
Plans ......................................               70
Policy Statement ...........................               73
portfolio interest .........................           61, 62
Prepayment Assumption ......................               47
Prepayment Premium .........................               12

                               76
<PAGE>

<CAPTION>
<S>                                                 <C>
Property Protection Expenses ...............               12
PTCE .......................................               71

R
Rating Agency ..............................               10
readily achievable .........................               41
Registration Statement .....................                1
Regular Certificateholder ..................               46
Regulations ................................               71
Relief Act .................................               38
REMIC ......................................            Cover
REMIC Regulations ..........................               43
REO Account ................................               12
REO Property ...............................               12
Reserve Fund ...............................               27
Residual Certificateholders ................               53
RICO .......................................               41

S
SBJPA of 1996 ..............................               44
Senior Certificates ........................               26
Simple Interest Loans ......................               16
single family residences ...................               45
SMMEA Certificates .........................               72
Special Servicer ...........................               21
Specially Serviced Mortgage Loans ..........               21
Standard Certificateholder .................               63
Standard Certificates ......................               63
Startup Day ................................               44
Stripped Certificateholder .................               68
Stripped Certificates ......................               63
Subordinate Certificates ...................               26
Substitute Mortgage Loans ..................               20

T
thrift institutions ........................               56
Title VIII .................................               39
Treasury ...................................               43
Trust Fund .................................        Cover, 10
Trustee ....................................               15

U
UCC ........................................               40
Unaffiliated Seller ........................               19
Underwriters ...............................               74
Underwriter's Exemption ....................               71
U.S. Person ................................               58

V
Voting Rights ..............................
</TABLE>

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