FILED PURSUANT TO RULE 424(b)(5)
REGISTRATION NO.: 333-127968-01
PROSPECTUS SUPPLEMENT
TO PROSPECTUS DATED AUGUST 20, 2005
$3,593,754,000 (APPROXIMATE)
GS MORTGAGE SECURITIES TRUST 2006-GG6
AS ISSUING ENTITY
GS MORTGAGE SECURITIES CORPORATION II
AS DEPOSITOR
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
GOLDMAN SACHS MORTGAGE COMPANY
AS LOAN SELLERS AND SPONSORS
COMMERZBANK AG, NEW YORK BRANCH
AS LOAN SELLER
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2006-GG6
The Commercial Mortgage Pass-Through Certificates, Series 2006-GG6 will
include 13 classes of certificates that GS Mortgage Securities Corporation II is
offering pursuant to this prospectus supplement. The Series 2006-GG6
certificates represent the beneficial ownership interests in the issuing entity,
which will be GS Mortgage Securities Trust 2006-GG6. The trust's main assets
will be a pool of 188 fixed rate mortgage loans secured by first liens on
various types of commercial, multifamily and manufactured housing community
properties.
RATED FINAL
INITIAL CERTIFICATE INITIAL EXPECTED RATINGS DISTRIBUTION
PRINCIPAL AMOUNT(1) PASS-THROUGH RATE DESCRIPTION (S&P/FITCH) DATE
- ----------------------------------------------------------------------------------------------------------------------
Class A-1............ $ 102,000,000 5.417% Fixed AAA/AAA April 10, 2038
Class A-2............ $1,052,000,000 5.506% Fixed(2) AAA/AAA April 10, 2038
Class A-3............ $ 75,600,000 5.739%(11) Variable(8) AAA/AAA April 10, 2038
Class A-AB........... $ 187,800,000 5.587% Fixed(2) AAA/AAA April 10, 2038
Class A-4............ $1,001,467,000 5.553% Fixed(2) AAA/AAA April 10, 2038
Class A-1A........... $ 311,801,000 5.556% Fixed(2) AAA/AAA April 10, 2038
Class A-M............ $ 390,095,000 5.622% Fixed(2) AAA/AAA April 10, 2038
Class A-J............ $ 292,572,000 5.782%(11) Variable(9) AAA/AAA April 10, 2038
Class B.............. $ 19,504,000 5.813%(11) Variable(10) AA+/AA+ April 10, 2038
Class C.............. $ 48,762,000 5.813%(11) Variable(10) AA/AA April 10, 2038
Class D.............. $ 39,010,000 5.813%(11) Variable(10) AA-/AA- April 10, 2038
Class E.............. $ 29,257,000 5.813%(11) Variable(10) A+/A+ April 10, 2038
Class F.............. $ 43,886,000 5.813%(11) Variable(10) A/A April 10, 2038
__________________
(Footnotes to table begin on page S-10)
- --------------------------------------------------------------------------------
YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE S-32 OF THIS
PROSPECTUS SUPPLEMENT AND PAGE 3 OF THE PROSPECTUS.
Neither the certificates nor the underlying mortgage loans are insured or
guaranteed by any governmental agency or instrumentality or any other person or
entity.
The Series 2006-GG6 certificates will represent interests in and obligations of
the issuing entity and will not represent the obligations of the depositor, the
sponsors or any of their affiliates.
- --------------------------------------------------------------------------------
THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS
HAVE NOT APPROVED OR DISAPPROVED OF THE OFFERED CERTIFICATES OR DETERMINED IF
THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS ARE TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE
DEPOSITOR WILL NOT LIST THE OFFERED CERTIFICATES ON ANY SECURITIES EXCHANGE OR
ANY AUTOMATED QUOTATION SYSTEM OF ANY NATIONAL SECURITIES ASSOCIATION.
EACH CLASS OF CERTIFICATES WILL RECEIVE DISTRIBUTIONS OF INTEREST,
PRINCIPAL OR BOTH MONTHLY, COMMENCING ON APRIL 12, 2006. CREDIT ENHANCEMENT WILL
BE PROVIDED BY CERTAIN CLASSES OF SUBORDINATE CERTIFICATES THAT WILL BE
SUBORDINATE TO CERTAIN CLASSES OF SENIOR CERTIFICATES AS DESCRIBED IN THIS
PROSPECTUS SUPPLEMENT UNDER "DESCRIPTION OF THE OFFERED
CERTIFICATES--SUBORDINATION."
THE UNDERWRITERS, GREENWICH CAPITAL MARKETS, INC., GOLDMAN, SACHS & CO.,
CREDIT SUISSE SECURITIES (USA) LLC, MERRILL LYNCH & CO., MORGAN STANLEY & CO.
INCORPORATED AND WACHOVIA CAPITAL MARKETS, LLC, WILL PURCHASE THE OFFERED
CERTIFICATES FROM GS MORTGAGE SECURITIES CORPORATION II AND WILL OFFER THEM TO
THE PUBLIC AT NEGOTIATED PRICES, PLUS, IN CERTAIN CASES, ACCRUED INTEREST,
DETERMINED AT THE TIME OF SALE. GREENWICH CAPITAL MARKETS, INC. AND GOLDMAN,
SACHS & CO. ARE ACTING AS CO-LEAD BOOKRUNNING MANAGERS AND CREDIT SUISSE
SECURITIES (USA) LLC, MERRILL LYNCH & CO., MORGAN STANLEY & CO. INCORPORATED AND
WACHOVIA CAPITAL MARKETS, LLC ARE ACTING AS CO-MANAGERS FOR THIS OFFERING.
The underwriters expect to deliver the offered certificates to purchasers
in book-entry form only through the facilities of The Depository Trust Company
in the United States and Clearstream Banking, societe anonyme and Euroclear
Bank, as operator of the Euroclear System in Europe against payment in New York,
New York on or about March 23, 2006. GS Mortgage Securities Corporation II
expects to receive from this offering approximately $3,610,829,054, plus accrued
interest from March 1, 2006, before deducting expenses payable by the depositor.
[LOGO] RBS GREENWICH CAPITAL GOLDMAN, SACHS & CO.
CREDIT SUISSE MERRILL LYNCH & CO.
MORGAN STANLEY WACHOVIA SECURITIES
March 7, 2006
- --------------------------------------------------------------------------------
GS MORTGAGE SECURITIES CORPORATION II
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-GG6
GEOGRAPHIC OVERVIEW OF MORTGAGE POOL
- --------------------------------------------------------------------------------
[MAP OF THE UNITED STATES INDICATING LOCATION OF MORTGAGED PROPERTIES OMITTED]
GS MORTGAGE SECURITIES CORPORATION II
COMMERICAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-GG6
GEOGRAPHIC OVERVIEW OF MORTGAGE POOL
WASHINGTON TENNESSEE NEW YORK
8 properties 5 properties 2 properties
$248,533,741 $24,002,463 $41,500,000
6.4% of total 0.6% of total 1.1% of total
OREGON IDAHO VERMONT
2 properties 1 property 1 property
$35,056,107 $15,804,289 $2,865,000
0.9% of total 0.4% of total 0.1% of total
UTAH WYOMING MASSACHUSETTS
3 properties 1 property 3 properties
$12,980,246 $4,600,000 $23,885,000
0.3% of total 0.1% of total 0.6% of total
NEVADA MONTANA CONNECTICUT
17 properties 1 property 5 properties
$120,812,564 $2,370,245 $50,747,795
3.1% of total 0.1% of total 1.3% of total
CALIFORNIA NEBRASKA RHODE ISLAND
25 properties 3 properties 1 property
$358,240,860 $38,459,405 $4,985,363
9.2% of total 1.0% of total 0.1% of total
HAWAII SOUTH DAKOTA NEW JERSEY
7 properties 1 property 4 properties
$185,383,861 $1,069,617 $43,733,331
4.8% of total 0.0% of total 1.1% of total
ARIZONA MISSOURI DELAWARE
10 properties 5 properties 2 properties
$105,946,973 $19,045,278 $7,946,101
2.7% of total 0.5% of total 0.2% of total
COLORADO MINNESOTA DISTRICT OF COLUMBIA
9 properties 6 properties 1 property
$167,946,740 $17,356,162 $71,100,000
4.3% of total 0.4% of total 1.8% of total
NEW MEXICO IOWA MARYLAND
1 property 5 properties 22 properties
$25,667,956 $43,368,512 $319,279,000
0.7% of total 1.1% of total 8.2% of total
KANSAS WISCONSIN VIRGINIA
1 property 3 properties 5 properties
$1,076,636 $5,871,316 $63,386,000
0.0% of total 0.2% of total 1.6% of total
OKLAHOMA ILLINOIS NORTH CAROLINA
1 property 8 properties 16 properties
$2,822,806 $105,389,053 $466,512,187
0.1% of total 2.7% of total 12.0% of total
TEXAS MICHIGAN WEST VIRGINIA
37 properties 8 properties 1 property
$405,076,644 $63,075,597 $1,339,816
10.4% of total 1.6% of total 0.0% of total
ARKANSAS INDIANA SOUTH CAROLINA
2 properties 11 properties 12 properties
$44,481,238 $16,999,322 $76,112,896
1.1% of total 0.4% of total 2.0% of total
LOUISIANA PENNSYLVANIA GEORGIA
13 properties 5 properties 10 properties
$46,411,607 $184,531,572 $139,202,366
1.2% of total 4.7% of total 3.6% of total
Mississippi Ohio Florida
1 property 9 properties 19 properties
$5,115,413 $58,583,133 $194,878,023
0.1% of total 1.5% of total 5.0% of total
ALABAMA
2 properties
$27,402,287
0.7% of total
[ ] >10.0% of Initial Pool Balance
[ ] >5.0 - 10.0% of Initial Pool Balance
[ ] >1.0 - 5.0% of Initial Pool Balance
[ ] (less than or equal to)1.0% of Initial Pool Balance
MORTAGED PROPERTIES BY PROPERTY TYPE
Industrial 5.6%
Multifamily 7.9%
Hospitality 15.9%
Retail 31.3%
Other 1.1%
Self-Storage 0.9%
Mobile Home Park 0.1%
Office 37.2%
NORTHLAKE MALL Charlotte, North Carolina
- --------------------------------------------------------------------------------
[2 PHOTOS OF NORTHLAKE MALL OMITTED]
JQH HOTEL PORTFOLIO D Various Locations
- --------------------------------------------------------------------------------
[2 PHOTOS OF JQH HOTEL PORTFOLIO D OMITTED]
WINDSOR CAPITAL EMBASSY SUITES PORTFOLIO Various Locations
- --------------------------------------------------------------------------------
[2 PHOTOS OF WINDSOR CAPITAL EMBASSY SUITES PORTFOLIO OMITTED]
MARYLAND MULTIFAMILY PORTFOLIO Various Locations
- --------------------------------------------------------------------------------
[2 PHOTOS OF MARYLAND MULTIFAMILY PORTFOLIO OMITTED]
ONE COMMERCE SQUARE Philadelphia, Pennsylvania
- --------------------------------------------------------------------------------
[PHOTO OF ONE COMMERCE SQUARE OMITTED]
1625 & 1675 BROADWAY Denver, Colorado
- --------------------------------------------------------------------------------
[PHOTO OF 1625 & 1675 BROADWAY OMITTED]
THE SHOPS AT LACANTERA San Antonio, Texas
- --------------------------------------------------------------------------------
[PHOTO OF THE SHOPS AT LACANTERA OMITTED]
WHALERS VILLAGE Lahaina, Hawaii
- --------------------------------------------------------------------------------
[PHOTO OF WHALERS VILLAGE OMITTED]
COPT PORTFOLIO Various Locations
- --------------------------------------------------------------------------------
[PHOTO OF COPT PORTFOLIO OMITTED]
HUGHES AIRPORT CENTER PORTFOLIO Various Locations
- --------------------------------------------------------------------------------
[PHOTO OF HUGHES AIRPORT CENTER PORTFOLIO OMITTED]
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
Information about the offered certificates is contained in two separate
documents that progressively provide more detail: (a) the accompanying
prospectus, which provides general information, some of which may not apply to
the offered certificates; and (b) this prospectus supplement, which describes
the specific terms of the offered certificates. IF THE TERMS OF THE OFFERED
CERTIFICATES VARY BETWEEN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS, YOU SHOULD RELY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS
SUPPLEMENT.
You should rely only on the information contained in this prospectus
supplement and the prospectus. We have not authorized anyone to provide you with
information that is different from that contained in this prospectus supplement
and the prospectus. The information contained in this prospectus supplement is
accurate only as of the date of this prospectus supplement.
This prospectus supplement begins with several introductory sections
describing the Series 2006-GG6 certificates and the trust in abbreviated form:
Certificate Summary, commencing on page S-10 of this prospectus
supplement, which sets forth important statistical information relating to
the Series 2006-GG6 certificates;
Summary of Prospectus Supplement, commencing on page S-12 which
gives a brief introduction to the key features of the Series 2006-GG6
certificates and a description of the underlying mortgage loans; and
Risk Factors, commencing on page S-32 of this prospectus supplement,
which describes risks that apply to the Series 2006-GG6 certificates which
are in addition to those described in the prospectus with respect to the
securities issued by the trust generally.
This prospectus supplement and the accompanying prospectus include cross
references to sections in these materials where you can find further related
discussions. The Tables of Contents in this prospectus supplement and the
prospectus identify the pages where these sections are located.
Certain capitalized terms are defined and used in this prospectus
supplement and the prospectus to assist you in understanding the terms of the
offered certificates and this offering. The capitalized terms used in this
prospectus supplement are defined on the pages indicated under the caption
"Index of Significant Definitions" commencing on page S-196 of this prospectus
supplement. The capitalized terms used in the prospectus are defined on the
pages indicated under the caption "Index of Defined Terms" commencing on page 83
of the prospectus.
In this prospectus supplement, the terms "Depositor," "we," "us" and "our"
refer to GS Mortgage Securities Corporation II.
EUROPEAN ECONOMIC AREA
IN RELATION TO EACH MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH HAS
IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH, A "RELEVANT MEMBER STATE"), EACH
UNDERWRITER HAS REPRESENTED AND AGREED THAT WITH EFFECT FROM AND INCLUDING THE
DATE ON WHICH THE PROSPECTUS DIRECTIVE IS IMPLEMENTED IN THAT RELEVANT MEMBER
STATE (THE "RELEVANT IMPLEMENTATION DATE") IT HAS NOT MADE AND WILL NOT MAKE AN
OFFER OF CERTIFICATES TO THE PUBLIC IN THAT RELEVANT MEMBER STATE PRIOR TO THE
PUBLICATION OF A PROSPECTUS IN RELATION TO THE CERTIFICATES WHICH HAS BEEN
APPROVED BY THE COMPETENT AUTHORITY IN THAT RELEVANT MEMBER STATE OR, WHERE
APPROPRIATE, APPROVED IN ANOTHER RELEVANT MEMBER STATE AND NOTIFIED TO THE
COMPETENT AUTHORITY IN THAT RELEVANT MEMBER STATE, ALL IN ACCORDANCE WITH THE
PROSPECTUS DIRECTIVE, EXCEPT THAT IT MAY, WITH EFFECT FROM AND INCLUDING THE
RELEVANT IMPLEMENTATION DATE, MAKE AN OFFER OF CERTIFICATES TO THE PUBLIC IN
THAT RELEVANT MEMBER STATE AT ANY TIME:
S-3
(I) TO LEGAL ENTITIES WHICH ARE AUTHORISED OR REGULATED TO OPERATE IN
THE FINANCIAL MARKETS OR, IF NOT SO AUTHORISED OR REGULATED, WHOSE CORPORATE
PURPOSE IS SOLELY TO INVEST IN SECURITIES;
(II) TO ANY LEGAL ENTITY WHICH HAS TWO OR MORE OF (1) AN AVERAGE OF AT
LEAST 250 EMPLOYEES DURING THE LAST FINANCIAL YEAR; (2) A TOTAL BALANCE SHEET OF
MORE THAN (EURO)43,000,000 AND (3) AN ANNUAL NET TURNOVER OF MORE THAN
(EURO)50,000,000, AS SHOWN IN ITS LAST ANNUAL OR CONSOLIDATED ACCOUNTS; OR
(III) IN ANY OTHER CIRCUMSTANCES WHICH DO NOT REQUIRE THE PUBLICATION BY
THE ISSUER OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE.
FOR THE PURPOSES OF THIS PROVISION, THE EXPRESSION AN "OFFER OF
CERTIFICATES TO THE PUBLIC" IN RELATION TO ANY CERTIFICATES IN ANY RELEVANT
MEMBER STATE MEANS THE COMMUNICATION IN ANY FORM AND BY ANY MEANS OF SUFFICIENT
INFORMATION ON THE TERMS OF THE OFFER AND THE CERTIFICATES TO BE OFFERED SO AS
TO ENABLE AN INVESTOR TO DECIDE TO PURCHASE OR SUBSCRIBE THE CERTIFICATES, AS
THE SAME MAY BE VARIED IN THAT MEMBER STATE BY ANY MEASURE IMPLEMENTING THE
PROSPECTUS DIRECTIVE IN THAT MEMBER STATE AND THE EXPRESSION "PROSPECTUS
DIRECTIVE" MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING
MEASURE IN EACH RELEVANT MEMBER STATE.
UNITED KINGDOM
EACH UNDERWRITER HAS REPRESENTED AND AGREED THAT:
(I) IT HAS ONLY COMMUNICATED OR CAUSED TO BE COMMUNICATED AND WILL ONLY
COMMUNICATE OR CAUSE TO BE COMMUNICATED AN INVITATION OR INDUCEMENT TO ENGAGE IN
INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (THE "FSMA")) RECEIVED BY IT IN CONNECTION WITH THE ISSUE
OR SALE OF THE CERTIFICATES IN CIRCUMSTANCES IN WHICH SECTION 21(1) OF THE FSMA
DOES NOT APPLY TO THE ISSUER; AND
(II) IT HAS COMPLIED AND WILL COMPLY WITH ALL APPLICABLE PROVISIONS OF
THE FSMA WITH RESPECT TO ANYTHING DONE BY IT IN RELATION TO THE CERTIFICATES IN,
FROM OR OTHERWISE INVOLVING THE UNITED KINGDOM.
NOTICE TO UNITED KINGDOM INVESTORS
THE DISTRIBUTION OF THIS PROSPECTUS SUPPLEMENT IF MADE BY A PERSON WHO IS
NOT AN AUTHORISED PERSON UNDER THE FSMA, IS BEING MADE ONLY TO, OR DIRECTED ONLY
AT PERSONS WHO (1) ARE OUTSIDE THE UNITED KINGDOM, OR (2) HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS, OR (3) ARE PERSONS FALLING WITHIN
ARTICLES 49(2)(A) THROUGH (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.") OR 19 (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES
AND MARKET ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS THE "RELEVANT PERSONS"). THIS PROSPECTUS SUPPLEMENT MUST
NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PROSPECTUS SUPPLEMENT RELATES,
INCLUDING THE OFFERED CERTIFICATES, IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
POTENTIAL INVESTORS IN THE UNITED KINGDOM ARE ADVISED THAT ALL, OR MOST,
OF THE PROTECTIONS AFFORDED BY THE UNITED KINGDOM REGULATORY SYSTEM WILL NOT
APPLY TO AN INVESTMENT IN THE TRUST FUND AND THAT COMPENSATION WILL NOT BE
AVAILABLE UNDER THE UNITED KINGDOM FINANCIAL SERVICES COMPENSATION SCHEME.
S-4
SELLING LEGENDS FOR HONG KONG, JAPAN OR SINGAPORE
THE CERTIFICATES MAY NOT BE OFFERED OR SOLD BY MEANS OF ANY DOCUMENT OTHER
THAN TO PERSONS WHOSE ORDINARY BUSINESS IS TO BUY OR SELL SHARES OR DEBENTURES,
WHETHER AS PRINCIPAL OR AGENT, OR IN CIRCUMSTANCES WHICH DO NOT CONSTITUTE AN
OFFER TO THE PUBLIC WITHIN THE MEANING OF THE COMPANIES ORDINANCE (CAP. 32) OF
HONG KONG, AND NO ADVERTISEMENT, INVITATION OR DOCUMENT RELATING TO THE
CERTIFICATES MAY BE ISSUED, WHETHER IN HONG KONG OR ELSEWHERE, WHICH IS DIRECTED
AT, OR THE CONTENTS OF WHICH ARE LIKELY TO BE ACCESSED OR READ BY, THE PUBLIC IN
HONG KONG (EXCEPT IF PERMITTED TO DO SO UNDER THE SECURITIES LAWS OF HONG KONG)
OTHER THAN WITH RESPECT TO CERTIFICATES WHICH ARE OR ARE INTENDED TO BE DISPOSED
OF ONLY TO PERSONS OUTSIDE HONG KONG OR ONLY TO "PROFESSIONAL INVESTORS" WITHIN
THE MEANING OF THE SECURITIES AND FUTURES ORDINANCE (CAP. 571) OF HONG KONG AND
ANY RULES MADE THEREUNDER.
THE CERTIFICATES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES AND EXCHANGE LAW OF JAPAN (THE SECURITIES AND EXCHANGE LAW) AND EACH
UNDERWRITER HAS AGREED THAT IT WILL NOT OFFER OR SELL ANY CERTIFICATES, DIRECTLY
OR INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN
(WHICH TERM AS USED IN THIS PROSPECTUS SUPPLEMENT MEANS ANY PERSON RESIDENT IN
JAPAN, INCLUDING ANY CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF
JAPAN), OR TO OTHERS FOR RE-OFFERING OR RESALE, DIRECTLY OR INDIRECTLY, IN JAPAN
OR TO A RESIDENT OF JAPAN, EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF, AND OTHERWISE IN COMPLIANCE WITH, THE SECURITIES AND EXCHANGE
LAW AND ANY OTHER APPLICABLE LAWS, REGULATIONS AND MINISTERIAL GUIDELINES OF
JAPAN.
THIS PROSPECTUS SUPPLEMENT HAS NOT BEEN REGISTERED AS A PROSPECTUS WITH
THE MONETARY AUTHORITY OF SINGAPORE. ACCORDINGLY, THIS PROSPECTUS SUPPLEMENT AND
ANY OTHER DOCUMENT OR MATERIAL IN CONNECTION WITH THE OFFER OR SALE, OR
INVITATION FOR SUBSCRIPTION OR PURCHASE, OF THE CERTIFICATES MAY NOT BE
CIRCULATED OR DISTRIBUTED, NOR MAY THE CERTIFICATES BE OFFERED OR SOLD, OR BE
MADE THE SUBJECT OF AN INVITATION FOR SUBSCRIPTION OR PURCHASE, WHETHER DIRECTLY
OR INDIRECTLY, TO PERSONS IN SINGAPORE OTHER THAN (I) TO AN INSTITUTIONAL
INVESTOR UNDER SECTION 274 OF THE SECURITIES AND FUTURES ACT, CHAPTER 289 OF
SINGAPORE (THE "SFA"), (II) TO A RELEVANT PERSON, OR ANY PERSON PURSUANT TO
SECTION 275(1A), AND IN ACCORDANCE WITH THE CONDITIONS, SPECIFIED IN SECTION 275
OF THE SFA OR (III) OTHERWISE PURSUANT TO, AND IN ACCORDANCE WITH THE CONDITIONS
OF, ANY OTHER APPLICABLE PROVISION OF THE SFA.
WHERE THE CERTIFICATES ARE SUBSCRIBED OR PURCHASED UNDER SECTION 275 BY A
RELEVANT PERSON WHICH IS: (A) A CORPORATION (WHICH IS NOT AN ACCREDITED
INVESTOR) THE SOLE BUSINESS OF WHICH IS TO HOLD INVESTMENTS AND THE ENTIRE SHARE
CAPITAL OF WHICH IS OWNED BY ONE OR MORE INDIVIDUALS, EACH OF WHOM IS AN
ACCREDITED INVESTOR; OR (B) A TRUST (WHERE THE TRUSTEE IS NOT AN ACCREDITED
INVESTOR) WHOSE SOLE PURPOSE IS TO HOLD INVESTMENTS AND EACH BENEFICIARY IS AN
ACCREDITED INVESTOR, SHARES, DEBENTURES AND UNITS OF SHARES AND DEBENTURES OF
THAT CORPORATION OR THE BENEFICIARIES' RIGHTS AND INTEREST IN THAT TRUST SHALL
NOT BE TRANSFERABLE FOR 6 MONTHS AFTER THAT CORPORATION OR THAT TRUST HAS
ACQUIRED THE NOTES UNDER SECTION 275 EXCEPT: (1) TO AN INSTITUTIONAL INVESTOR
UNDER SECTION 274 OF THE SFA OR TO A RELEVANT PERSON, OR ANY PERSON PURSUANT TO
SECTION 275(1A), AND IN ACCORDANCE WITH THE CONDITIONS, SPECIFIED IN SECTION 275
OF THE SFA; (2) WHERE NO CONSIDERATION IS GIVEN FOR THE TRANSFER; OR (3) BY
OPERATION OF LAW.
S-5
FORWARD-LOOKING STATEMENTS
In this prospectus supplement and the prospectus, we use certain
forward-looking statements. These forward-looking statements are found in the
material, including each of the tables, set forth under "Risk Factors" and
"Yield, Prepayment and Maturity Considerations." Forward-looking statements are
also found elsewhere in this prospectus supplement and prospectus and include
words like "expects," "intends," "anticipates," "estimates" and other similar
words. These statements are intended to convey our projections or expectations
as of the date of this prospectus supplement. These statements are inherently
subject to a variety of risks and uncertainties. Actual results could differ
materially from those we anticipate due to changes in, among other things:
o economic conditions and industry competition,
o political and/or social conditions, and
o the law and government regulatory initiatives.
We will not update or revise any forward-looking statement to reflect
changes in our expectations or changes in the conditions or circumstances on
which these statements were originally based.
S-6
TABLE OF CONTENTS
PAGE
------
CERTIFICATE SUMMARY.......................................................................................... S-10
SUMMARY OF PROSPECTUS SUPPLEMENT............................................................................. S-12
RISK FACTORS................................................................................................. S-32
Special Yield Considerations.............................................................................. S-32
Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance
Provisions............................................................................................ S-33
Commercial, Multifamily and Manufactured Housing Community Lending is Dependent Upon Net Operating
Income................................................................................................ S-34
The Prospective Performance of the Commercial and Multifamily Mortgage Loans Included in the Trust
Fund Should Be Evaluated Separately from the Performance of the Mortgage Loans in any of our
Other Trusts.......................................................................................... S-35
Increases in Real Estate Taxes May Reduce Available Funds................................................. S-36
Limitations of Appraisals................................................................................. S-36
Tenant Concentration Entails Risk......................................................................... S-36
Mortgaged Properties Leased to Multiple Tenants Also Have Risks........................................... S-37
Mortgaged Properties Leased to Borrowers or Borrower Affiliated Entities Also Have Risks.................. S-37
Tenant Bankruptcy Entails Risks........................................................................... S-38
Certain Additional Risks Relating to Tenants.............................................................. S-38
Terrorist Attacks and Military Conflicts May Adversely Affect Your Investment............................. S-39
Risks Relating to Loan Concentrations..................................................................... S-40
Risks Relating to Enforceability of Cross-Collateralization............................................... S-42
The Borrower's Form of Entity May Cause Special Risks..................................................... S-43
Tenancies in Common May Hinder Recovery................................................................... S-44
Condominium Ownership May Limit Use and Improvements...................................................... S-44
Retail Properties Have Special Risks...................................................................... S-45
Office Properties Have Special Risks...................................................................... S-46
Hospitality Properties Have Special Risks................................................................. S-47
Risks Relating to Affiliation with a Franchise or Hotel Management Company................................ S-48
Multifamily Properties Have Special Risks................................................................. S-48
Lack of Skillful Property Management Entails Risks........................................................ S-50
Risks Relating to Prepayments and Repurchases............................................................. S-50
Mortgage Loans Are Nonrecourse and Are Not Insured or Guaranteed.......................................... S-53
Risks of Different Timing of Mortgage Loan Amortization................................................... S-53
Bankruptcy Proceedings Entail Certain Risks............................................................... S-53
Geographic Concentration.................................................................................. S-55
Environmental Risks....................................................................................... S-56
Costs of Compliance with Applicable Laws and Regulations.................................................. S-57
No Reunderwriting of the Mortgage Loans................................................................... S-57
Litigation and Other Matters Affecting the Mortgaged Properties or Borrowers.............................. S-58
Other Financings.......................................................................................... S-58
Risks Relating to Borrower Default........................................................................ S-59
Risks Relating to Interest on Advances and Special Servicing Compensation................................. S-60
Balloon Payments.......................................................................................... S-60
Ground Leases and Other Leasehold Interests............................................................... S-61
Risks Associated with One Action Rules.................................................................... S-63
Tax Considerations Relating to Foreclosure................................................................ S-63
Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses.............................. S-63
Zoning Compliance and Use Restrictions.................................................................... S-64
Risks Relating to Inspections of Properties............................................................... S-64
Property Insurance........................................................................................ S-65
Risks Associated with Blanket Insurance Policies.......................................................... S-66
Potential Conflicts of Interest........................................................................... S-67
S-7
You Will Not Have any Control Over the Servicing of The Non-Serviced Loans................................ S-68
Conflicts of Interest May Occur as a Result of the Rights of Third Parties to Terminate the Special
Servicer of The Whole Loans........................................................................... S-68
Special Servicer May Be Directed to Take Actions.......................................................... S-68
Your Lack of Control Over Trust Fund Can Create Risks..................................................... S-69
Loan Sellers May Not Be Able to Make a Required Repurchase of a Defective Mortgage Loan................... S-69
Subordination of Subordinate Offered Certificates......................................................... S-69
Risks of Limited Liquidity and Market Value............................................................... S-69
Book-Entry Registration................................................................................... S-70
Other Risks............................................................................................... S-70
DESCRIPTION OF THE MORTGAGE POOL............................................................................. S-71
General................................................................................................... S-71
Certain Characteristics of the Mortgage Loans............................................................. S-72
Additional Indebtedness................................................................................... S-73
The Whole Loans........................................................................................... S-83
The Maryland Multifamily Portfolio Whole Loan............................................................. S-84
The Shops at LaCantera Whole Loan......................................................................... S-87
Millennium in Midtown Whole Loan and Manchester Parkade Whole Loan........................................ S-89
The JQH Hotel Portfolio B3 Whole Loan..................................................................... S-91
The Shaner Hotel Portfolio Whole Loan..................................................................... S-94
The SilverCreek Portfolio Phase I Whole Loan.............................................................. S-97
The Stones River Apartments Whole Loan and the North Chase I Whole Loan.................................. S-100
Representations and Warranties........................................................................... S-101
Sale of Mortgage Loans; Mortgage File Delivery.......................................................... S-102
Cures and Repurchases.................................................................................... S-103
Additional Information................................................................................... S-104
TRANSACTION PARTIES......................................................................................... S-104
The Sponsors............................................................................................. S-104
The Depositor............................................................................................ S-108
The Loan Sellers and Originators......................................................................... S-109
The Issuing Entity....................................................................................... S-113
The Trustee.............................................................................................. S-114
The Master Servicer; Master Servicer Servicing Compensation and Payment of Expenses...................... S-116
The Special Servicer; Special Servicer Servicing Compensation and Payment of Expenses.................... S-119
DESCRIPTION OF THE OFFERED CERTIFICATES..................................................................... S-122
General.................................................................................................. S-122
Distributions............................................................................................ S-124
Subordination............................................................................................ S-138
Appraisal Reductions..................................................................................... S-139
Delivery, Form and Denomination.......................................................................... S-141
Book-Entry Registration.................................................................................. S-141
Definitive Certificates.................................................................................. S-143
YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS............................................................... S-143
Yield.................................................................................................... S-143
Weighted Average Life of the Offered Certificates........................................................ S-145
Price/Yield Tables....................................................................................... S-153
Effect of Loan Groups.................................................................................... S-160
THE POOLING AND SERVICING AGREEMENT......................................................................... S-161
General.................................................................................................. S-161
Servicing of the Whole Loans............................................................................. S-161
Assignment of the Mortgage Loans......................................................................... S-161
Servicing of the Mortgage Loans.......................................................................... S-161
Servicing and Other Compensation and Payment of Expenses................................................. S-166
Advances................................................................................................. S-166
Accounts................................................................................................. S-170
Withdrawals from the Collection Account.................................................................. S-171
Enforcement of "Due-On-Sale" and "Due-On-Encumbrance" Clauses............................................ S-171
Inspections.............................................................................................. S-172
Evidence as to Compliance................................................................................ S-173
Certain Matters Regarding the Depositor, the Master Servicer and the Special Servicer.................... S-173
Events of Default........................................................................................ S-175
Rights Upon Event of Default............................................................................. S-177
Amendment................................................................................................ S-178
Realization Upon Mortgage Loans.......................................................................... S-180
The Controlling Class Representative..................................................................... S-183
Limitation on Liability of Controlling Class Representative.............................................. S-185
Termination; Retirement of Certificates.................................................................. S-186
Optional Termination; Optional Mortgage Loan Purchase.................................................... S-186
Reports to Certificateholders; Available Information..................................................... S-187
S-8
USE OF PROCEEDS............................................................................................. S-190
FEDERAL INCOME TAX CONSEQUENCES............................................................................. S-190
STATE TAX AND LOCAL CONSIDERATIONS.......................................................................... S-191
ERISA CONSIDERATIONS........................................................................................ S-191
LEGAL INVESTMENT............................................................................................ S-193
PLAN OF DISTRIBUTION........................................................................................ S-194
LEGAL MATTERS............................................................................................... S-195
CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS................................................................. S-195
RATINGS..................................................................................................... S-195
INDEX OF SIGNIFICANT DEFINITIONS............................................................................ S-197
ANNEX A--MORTGAGE POOL INFORMATION.......................................................................... A-1
ANNEX B--TOP TEN LOAN SUMMARIES............................................................................. B-1
ANNEX C-1--CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS.................................................... C-1-1
ANNEX C-2--CLASS A-AB PLANNED PRINCIPAL BALANCE SCHEDULE.................................................... C-2-1
ANNEX C-3--THE SHOPS AT LACANTERA AMORTIZATION SCHEDULE..................................................... C-3-1
ANNEX D--STRUCTURAL AND COLLATERAL TERM SHEET............................................................... D-1
S-9
CERTIFICATE SUMMARY
INITIAL
CERTIFICATE APPROXIMATE PASS-THROUGH PASS-THROUGH WEIGHTED
RATINGS PRINCIPAL OR CREDIT RATE RATE AS OF AVG. PRINCIPAL
CLASS S&P/FITCH NOTIONAL AMOUNT(1) SUPPORT(3) DESCRIPTION CLOSING DATE LIFE(4) (YRS.) WINDOW(4)
- ------------ ------------ ------------------- ------------ ------------ ------------ -------------- ------------
Offered Certificates
A-1(5) AAA/AAA $ 102,000,000 30.000% Fixed 5.417% 3.01 04/06 - 06/10
A-2(5) AAA/AAA $1,052,000,000 30.000% Fixed(2) 5.506% 4.72 06/10 - 03/11
A-3(5) AAA/AAA $ 75,600,000 30.000% Variable(8) 5.739%(11) 6.80 01/13 - 01/13
A-AB(5) AAA/AAA $ 187,800,000 30.000% Fixed(2) 5.587% 7.46 03/11 - 09/15
A-4(5) AAA/AAA $1,001,467,000 30.000% Fixed(2) 5.553% 9.62 09/15 - 12/15
A-1A(5) AAA/AAA $ 311,801,000 30.000% Fixed(2) 5.556% 7.49 04/06 - 12/15
A-M AAA/AAA $ 390,095,000 20.000% Fixed(2) 5.622% 9.78 12/15 - 01/16
A-J AAA/AAA $ 292,572,000 12.500% Variable(9) 5.782%(11) 9.83 01/16 - 02/16
B AA+/AA+ $ 19,504,000 12.000% Variable(10) 5.813%(11) 9.88 02/16 - 02/16
C AA/AA $ 48,762,000 10.750% Variable(10) 5.813%(11) 9.88 02/16 - 02/16
D AA-/AA- $ 39,010,000 9.750% Variable(10) 5.813%(11) 9.88 02/16 - 02/16
E A+/A+ $ 29,257,000 9.000% Variable(10) 5.813%(11) 9.88 02/16 - 02/16
F A/A $ 43,886,000 7.875% Variable(10) 5.813%(11) 9.88 02/16 - 02/16
Non-Offered Certificates
X-P AAA/AAA $3,810,055,000(6) NA Variable IO(7) 0.200%(11) NA NA
X-C AAA/AAA $3,900,954,520(6) NA Variable IO(7) 0.040%(11) NA NA
G A-/A- $ 39,009,000 6.875% Variable(10) 5.813%(11) 9.88 02/16 - 02/16
H BBB+/BBB+ $ 39,010,000 5.875% Variable(10) 5.813%(11) 9.88 02/16 - 02/16
J BBB/BBB $ 43,886,000 4.750% Variable(10) 5.813%(11) 9.88 02/16 - 02/16
K BBB-/BBB- $ 43,885,000 3.625% Variable(10) 5.813%(11) 9.88 02/16 - 02/16
L BB+/BB+ $ 24,381,000 3.000% Fixed(2) 5.232% 9.88 02/16 - 02/16
M BB/BB $ 14,629,000 2.625% Fixed(2) 5.232% 9.88 02/16 - 02/16
N BB-/BB- $ 19,505,000 2.125% Fixed(2) 5.232% 9.89 02/16 - 03/16
O B+/B+ $ 4,876,000 2.000% Fixed(2) 5.232% 9.96 03/16 - 03/16
P B/B $ 9,752,000 1.750% Fixed(2) 5.232% 9.96 03/16 - 03/16
Q B-/B- $ 14,629,000 1.375% Fixed(2) 5.232% 9.96 03/16 - 03/16
S NR/NR $ 53,638,520 0.000% Fixed(2) 5.232% 9.96 03/16 - 03/16
________________
(1) Approximate, subject to a variance of plus or minus 5%.
(2) For any distribution date, the pass-through rates on the Class A-2, Class
A-AB, Class A-4, Class A-1A, Class A-M, Class L, Class M, Class N, Class
O, Class P, Class Q and Class S certificates will equal a rate equal to
the lesser of a specified fixed per annum rate and the weighted average of
the net interest rates on the mortgage loans (in each case, adjusted to
accrue on the basis of a 360 day year consisting of twelve 30 day months).
(3) The credit support percentages set forth for the Class A-1, Class A-2,
Class A-3, Class A-AB, Class A-4 and Class A-1A certificates are
represented in the aggregate.
(4) Assuming no prepayments and according to the modeling assumptions
described under "Yield, Prepayment and Maturity Considerations" in this
prospectus supplement.
(5) For purposes of making distributions on the Class A-1, Class A-2, Class
A-3, Class A-AB, Class A-4 and Class A-1A certificates, the pool of
mortgage loans will be deemed to consist of two distinct loan groups, loan
group 1 and loan group 2. Loan group 1 will consist of 168 mortgage loans,
representing approximately 92.0% of the aggregate principal balance of the
pool of mortgage loans as of the cut-off date and includes all mortgage
loans other than the mortgage loans secured by multifamily and
manufactured housing community properties. Loan group 2 will consist of 20
mortgage loans, representing approximately 8.0% of the aggregate principal
balance of the pool of mortgage loans as of the cut-off date and includes
all mortgage loans that are secured by multifamily properties and 2
mortgage loans secured by a manufactured housing community property.
(6) The Class X certificates collectively consist of the Class X-P and the
Class X-C certificates, neither of which is offered by this prospectus
supplement. The Class X certificates will not have a principal amount and
will not be entitled to receive distributions of principal. Interest will
accrue on the Class X certificates at their respective pass-through rates
based upon their notional amounts. The notional amount of the Class X
certificates in the aggregate will initially be $3,900,954,520, which will
be equal to the aggregate initial principal amounts of the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-M, Class
A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class
J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q and Class
S certificates.
(7) The pass-through rate on the Class X certificates in the aggregate will be
equal to the excess, if any, of (i) the weighted average of the net
interest rates on the mortgage loans (in each case adjusted to accrue on
the basis of a 360-day year consisting of twelve 30-day months), over (ii)
the weighted average of the pass-through rates of the certificates (other
than the Class R and Class LR certificates) as described in this
prospectus supplement.
(8) For any distribution date the pass-through rate on the Class A-3
certificates will be a per annum rate equal to the weighted average of the
net interest rates on the mortgage loans (in each case adjusted if
necessary to accrue on the basis of a 360-day year consisting of twelve
30-day months) minus 0.074%.
S-10
(9) For any distribution date the pass-through rate on the Class A-J
certificates will be a per annum rate equal to the weighted average of the
net interest rates on the mortgage loans (in each case adjusted if
necessary to accrue on the basis of a 360-day year consisting of twelve
30-day months) minus 0.031%.
(10) For any distribution date the pass-through rate on the Class B, Class C,
Class D, Class E, Class F, Class G, Class H, Class J and Class K
certificates will be a per annum rate equal to the weighted average of the
net interest rates on the mortgage loans (in each case adjusted if
necessary to accrue on the basis of a 360-day year consisting of twelve
30-day months).
(11) Approximate as of the closing date.
The Class R and Class LR certificates are not offered by this prospectus
supplement or represented in this table.
S-11
SUMMARY OF PROSPECTUS SUPPLEMENT
The following is only a summary. Detailed information appears elsewhere in
this prospectus supplement and in the accompanying prospectus. That information
includes, among other things, detailed mortgage loan information and
calculations of cash flows on the offered certificates. To understand all of the
terms of the offered certificates, read carefully this entire document and the
accompanying prospectus. See "Index of Significant Definitions" in this
prospectus supplement and "Index of Defined Terms" in the prospectus for
definitions of capitalized terms.
TITLE, REGISTRATION AND DENOMINATION OF CERTIFICATES
The certificates to be issued are known as the GS Mortgage Securities
Trust 2006-GG6, Commercial Mortgage Pass-Through Certificates, Series 2006-GG6.
The offered certificates will be issued in book-entry form through The
Depository Trust Company, or DTC, and its participants. You may hold your
certificates through: (i) DTC in the United States; or (ii) Clearstream Banking,
societe anonyme or Euroclear Bank, as operator of the Euroclear System in
Europe. Transfers within DTC, Clearstream Banking, societe anonyme or Euroclear
Bank, as operator of the Euroclear System will be made in accordance with the
usual rules and operating procedures of those systems. See "Description of the
Offered Certificates--Book-Entry Registration" in this prospectus supplement and
"Description of the Certificates--General" in the prospectus. We will issue the
offered certificates in denominations of $10,000 and integral multiples of $1
above $10,000.
TRANSACTION PARTIES AND DATES
Issuing Entity........................... GS Mortgage Securities Trust 2006-GG6, a New York common law trust to be
established on the closing date of the securitization under the pooling and
servicing agreement. For more detailed information, see "Transaction Parties--The
Issuing Entity" in this prospectus supplement.
Depositor................................ GS Mortgage Securities Corporation II, a Delaware corporation. As depositor, GS
Mortgage Securities Corporation II will acquire the mortgage loans from the loan
sellers and deposit them into the trust. The depositor's address is 85 Broad
Street, New York, New York 10004 and its telephone number is (212) 902-1000. See
"Transaction Parties--The Depositor" in this prospectus supplement and "The
Seller" in the prospectus. All references to the depositor in this prospectus
supplement are references to the Seller in the prospectus.
Sponsors................................. Greenwich Capital Financial Products, Inc., a Delaware corporation and Goldman
Sachs Mortgage Company, a New York limited partnership. The sponsors have
organized and initiated the transaction in which the certificates will be
issued. For more information, see "Transaction Parties--The Sponsors" in this
prospectus supplement.
Loan Sellers............................. The mortgage loans will be sold to the depositor by:
o Greenwich Capital Financial Products, Inc., a Delaware corporation (58.5%);
o Goldman Sachs Mortgage Company, a New York limited partnership (38.5%); and
o Commerzbank AG, New York Branch (3.1%) (representing its portion of the
mortgage loans jointly originated with
S-12
Goldman Sachs Commercial Mortgage Capital, L.P. (formerly known as Archon
Financial, L.P.) as described under "--Originators" below and, in each case,
jointly held with Goldman Sachs Mortgage Company prior to the closing date).
See "Transaction Parties--The Loan Sellers and Originators" in this prospectus
supplement.
Originators.............................. The mortgage loans were originated by:
o Greenwich Capital Financial Products, Inc., a Delaware corporation (58.5%);
o Goldman Sachs Commercial Mortgage Capital, L.P. (formerly known as Archon
Financial, L.P.), a Delaware limited partnership (35.4%); and
o With respect to two (2) mortgage loans, Goldman Sachs Commercial Mortgage
Capital, L.P. and Commerzbank AG, New York Branch, on a joint basis (6.1%).
Trustee.................................. Wells Fargo Bank, N.A., a national banking association. The Trustee will
initially act as trustee, custodian, paying agent, certificate registrar and
authenticating agent. The principal corporate trust offices of Wells Fargo Bank,
N.A. are located at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951. See
"Transaction Parties--The Trustee" in this prospectus supplement.
Master Servicer.......................... Wachovia Bank, National Association, a national banking association. The master
servicer will initially service all of the mortgage loans (other than with
respect to the non-serviced mortgage loans) either directly or through a
subservicer pursuant to the pooling and servicing agreement. The Maryland
Multifamily Portfolio whole loan, the JQH Hotel Portfolio B3 whole loan and the
Shaner Hotel Portfolio whole loan will be serviced by Wachovia Bank, National
Association as master servicer under the 2005-GG5 pooling and servicing agreement
entered into in connection with the issuance of Greenwich Capital Commercial
Funding Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-GG5.
The servicing offices of Wachovia Bank, National Association are NC 1075, 8739
Research Drive URP4, Charlotte, North Carolina 28262. See "Transaction
Parties--The Master Servicer; Master Servicer Servicing Compensation and Payment
of Expenses" in this prospectus supplement.
Special Servicer......................... ING Clarion Partners, LLC, a New York limited liability company. The Special
Servicer will initially service all of the mortgage loans (other than with
respect to the non-serviced mortgage loans) pursuant to the pooling and servicing
agreement. The Maryland Multifamily Portfolio whole loan, the JQH Hotel
Portfolio B3 whole loan and the Shaner Hotel Portfolio whole loan will be
specially serviced by LNR Partners, Inc. as special servicer under the 2005-GG5
pooling and servicing agreement entered into in connection with the issuance of
Greenwich
S-13
Capital Commercial Funding Corp., Commercial Mortgage Pass-Through Certificates,
Series 2005-GG5. The servicing offices of LNR Partners, Inc. are 101 Washington
Avenue, Miami Beach Florida 33139 and its telephone number is (305) 695-5600.
See "Transaction Parties--The Special Servicer; Special Servicer Servicing
Compensation and Payment of Expenses" in this prospectus supplement.
Significant Affiliations................. GS Mortgage Securities Corporation II, the depositor, is an affiliate of Goldman
Sachs Mortgage Company, a loan seller and a sponsor, Goldman Sachs Commercial
Mortgage Capital, L.P., an originator, and Goldman, Sachs & Co., one of the
underwriters. Greenwich Capital Financial Products, Inc., a loan seller and a
sponsor, is an affiliate of Greenwich Capital Markets, Inc., one of the
underwriters. Wachovia Bank, National Association, the master servicer, is an
affiliate of Wachovia Capital Markets, LLC, one of the underwriters. ING Clarion
Partners, LLC, the special servicer, is an affiliate of ING Clarion Capital LLC,
the anticipated controlling class representative as of the closing date. These
roles and other potential relationships may give rise to conflicts of interest as
further described in this prospectus supplement under "Risk Factors--Potential
Conflicts of Interest."
Cut-off Date............................. With respect to each mortgage loan, the later of the due date in March 2006 for
that mortgage loan and the date of origination for that mortgage loan.
Closing Date............................. On or about March 23, 2006.
Distribution Date........................ The trustee will make distributions on the certificates, to the extent of
available funds, on the 10th day of each month or, if any 10th day is not a
business day, on the next business day, provided that the distribution date will
be at least 4 business days following the determination date beginning in
April 2006, to the holders of record at the end of the previous month.
Determination Date....................... The 6th day of the calendar month of the related distribution date or, if the 6th
day is not a business day, the next business day.
Expected Final Distribution Date......... Class A-1 June, 2010
Class A-2 March, 2011
Class A-3 January, 2013
Class A-AB September, 2015
Class A-4 December, 2015
Class A-1A December, 2015
Class A-M January, 2016
Class A-J February, 2016
Class B February, 2016
Class C February, 2016
S-14
Class D February, 2016
Class E February, 2016
Class F February, 2016
The expected final distribution date for each class of certificates is the date
on which that class is expected to be paid in full, assuming no delinquencies,
losses, modifications, extensions of maturity dates, repurchases or prepayments
of the mortgage loans after the initial issuance of the certificates.
Rated Final Distribution Date............ As to each class of certificates, the distribution date in April, 2038.
Collection Period........................ For any mortgage loan and any distribution date, the period commencing on the day
immediately following the due date (without regard to grace periods) for that
mortgage loan in the month preceding the month in which the related distribution
date occurs and ending on and including the due date (without regard to grace
periods) for that mortgage loan in the month in which that distribution date
occurs.
Transaction Overview..................... On the closing date, each loan seller will sell the mortgage loans to the
depositor, which will in turn deposit them into a common law trust created on the
closing date. The trust, which will be the issuing entity, will be formed by a
pooling and servicing agreement, to be dated as of March 1, 2006, among the
depositor, the master servicer, the special servicer and the trustee. The master
servicer will service the mortgage loans (other than the specially-serviced
mortgage loans and the non-serviced mortgage loans) in accordance with the
pooling and servicing agreement and provide information to the trustee as
necessary for the trustee to calculate distributions and other information
regarding the certificates.
The transfers of the mortgage loans from the loan sellers to the depositor and
from the depositor to the issuing entity in exchange for the certificates are
illustrated below:
[GRAPHIC OMITTED]
S-15
THE MORTGAGE LOANS
The Mortgage Pool........................ The trust's primary assets will be 188 fixed rate mortgage loans secured by first
liens on 315 commercial, multifamily and manufactured housing community
properties located in 45 states and the District of Columbia. See "Risk
Factors--Commercial, Multifamily and Manufactured Housing Community Lending is
Dependent Upon Net Operating Income" in this prospectus supplement.
Nine (9) of the mortgage loans included in the mortgage pool will be comprised of
1 of 2 or more loans that are part of a split loan structure, each of which is
secured by the same mortgage instrument on the related mortgaged property. Six
(6) of these split-structure mortgage loans will be serviced under the pooling
and servicing agreement. Three (3) of these split-structure mortgage loans will
be serviced under the 2005-GG5 pooling and servicing agreement. With respect to
six (6) of the mortgage loans in a split loan structure, each of the subordinate
loans that is part of the split loan structure but not included in the trust is
generally pari passu in right of payment prior to certain defaults (i.e., the
pooled mortgage loans and their respective subordinate companion loans are
entitled to their respective pro rata share of all payments of principal and/or
interest) and subordinate in right of payment after these defaults. With respect
to two (2) of the mortgage loans in a split loan structure, the other loan that
is part of the split loan structure but not included in the trust is pari passu
in right of payment with the related pooled mortgage loan in the trust. With
respect to one (1) mortgage loan in a split loan structure, one of the mortgage
loans in the split loan structure but not included in the trust is pari passu in
right of payment with the related pooled mortgage loan in the trust and one
subordinate loan that is part of the split loan structure but not included in the
trust is generally pari passu in right of payment prior to certain defaults
(i.e., the pooled mortgage loan and its respective subordinate companion loan are
entitled to their respective pro rata share of all payments of principal and/or
interest) and subordinate in right of payment after these defaults. The mortgage
loans that are part of a split loan structure are described in the following
chart.
S-16
SPLIT LOANS
TRUST
MORTGAGE
LOAN AS A
% OF NON-TRUST
TRUST MORTGAGE INITIAL PARI PASSU
CUT-OFF DATE MORTGAGE NON-TRUST B NOTE ORIGINAL
MORTGAGE LOAN LOAN BALANCE POOL BALANCE ORIGINAL BALANCE LOAN(S) BALANCE
------------------------------- --------------- ------------ ---------------- ---------------
Maryland Multifamily Portfolio $ 140,000,000 3.6% NA $ 200,000,000
The Shops at LaCantera $ 129,255,976 3.3% $ 50,000,000 NA
Millennium in Midtown $ 73,070,000 1.9% $ 8,090,000 NA
SilverCreek Portfolio Phase I $ 68,740,000 1.8% $ 4,700,000 NA
JQH Hotel Portfolio B3 $ 55,000,000 1.4% NA $ 186,000,000
Shaner Hotel Portfolio $ 24,615,228 0.6% $ 11,200,000 $ 82,500,000
Manchester Parkade $ 17,427,059 0.4% $ 2,000,000 NA
Stones River Apartments $ 7,886,895 0.2% $ 495,000 NA
North Chase I $ 6,060,554 0.2% $ 380,000 NA
For more information regarding the split loan structure mortgage loans, see
"Description of the Mortgage Pool--The Whole Loans" in this prospectus supplement.
Monthly payments of principal and/or interest on each mortgage loan are due as
shown below with the indicated grace periods.
% OF INITIAL
DEFAULT GRACE NUMBER OF MORTGAGE POOL
DUE DATE PERIOD DAYS MORTGAGE LOANS BALANCE
--------------------------- --------------- -------------- ---------------
1st 5 11 2.5%
6th 0 174 86.6%
6th 3 2 6.1%
6th 10 1 4.8%
As used in this prospectus supplement, "grace period" is the number of days
before a payment default is an event of default under each mortgage loan. See
Annex C-1 for information on the number of days before late payment charges are
due under each mortgage loan.
All but twenty-five (25) of the mortgage loans (which are interest-only until
maturity) provide for monthly payments of principal based on an amortization
schedule that is significantly longer than the remaining term of the mortgage
loan. One hundred and fourteen (114) of these mortgage loans provide for an
interest-only period ranging from 12 months to 84 months. These mortgage loans
will have substantial principal payments due on their maturity dates, unless
prepaid earlier, subject to the terms and conditions of the prepayment provisions
of each mortgage loan.
With respect to one (1) mortgage loan secured by the mortgaged property
identified on Annex C-1 to this prospectus supplement as The Shops at LaCantera,
representing approximately 3.3% of the aggregate principal balance of the pool of
mortgage loans as of the cut-off date, the related mortgage loan amortizes based
on a changing amortization schedule as set forth on Annex C-3 to this prospectus
supplement.
With respect to one (1) mortgage loan secured by the mortgaged property
identified on Annex C-1 to this prospectus supplement
S-17
as Villa Toscana, representing approximately 0.7% of the aggregate principal
balance of the pool of mortgage loans as of the cut-off date, the interest rate
is 4.53% through the November 2006 payment date and increases annually thereafter
to a maximum rate of 5.28% for all payment dates after the November 2010 payment
date.
General characteristics of the mortgage loans as of the cut-off date:
ALL
MORTGAGE LOANS LOAN GROUP 1 LOAN GROUP 2
-------------- -------------- --------------
Initial Pool Balance(1)........ $3,900,954,521 $3,589,152,703 $311,801,818
Number of Mortgage Loans....... 188 168 20
Number of Mortgaged Properties. 315 286 29
Average Cut-off Date Mortgage
Loan Balance................. $20,749,758 $21,364,004 $15,590,091
Weighted Average Mortgage
Rate(2)...................... 5.654% 5.677% 5.394%
Range of Mortgage Rates(2)..... 4.850% - 6.865% 4.850% - 6.865% 4.910% - 6.052%
Weighted Average Cut-off Date
Loan-to-Value Ratio(2)....... 72.7% 72.5% 75.4%
Weighted Average Cut-off Date
Remaining Term to Maturity
(months)..................... 98 98 93
Weighted Average Cut-off Date
DSCR(2)...................... 1.43x 1.44x 1.39x
Balloon Mortgage Loans(3)...... 15.1% 16.0% 4.8%
Interest-Only Mortgage Loans... 25.3% 22.4% 58.3%
Partial Interest-Only
Mortgage Loans............... 59.6% 61.6% 36.9%
__________________
(1) Subject to a permitted variance of plus or minus 5%.
(2) The loan amount used for purposes of calculating the loan-to-value ratio
and debt service coverage ratio for each of the mortgage loans with pari
passu companion notes is the aggregate principal balance of the mortgage
loan and the related pari passu companion loans. The subordinate companion
loans, if any, are not included in these calculations unless otherwise
indicated. Additional adjustments for the cross-collateralized mortgage
loan groups and the mortgage loans with earnout provisions are described on
Annex A to this prospectus supplement. See "Description of the Mortgage
Pool--Certain Characteristics of the Mortgage Loans" in this prospectus
supplement for a description of the calculation of the debt service
coverage ratio and loan-to-value ratio. When information presented in this
prospectus supplement with respect to the interest rates on the mortgage
loans, such numbers are presented, including without limitation for
purposes of calculating the weighted average mortgage interest rates and
debt-service coverage ratios, with respect to the mortgage loan secured by
the mortgaged property identified on Annex C-1 to this prospectus
supplement as Villa Toscana, representing approximately 0.7% of the
aggregate principal balance of the pool of mortgage loans as of the cut-off
date, which has an interest rate that steps up annually, assuming the
highest interest rate payable under that mortgage loan of 5.28%.
(3) Excludes the mortgage loans that pay interest-only until maturity or for a
partial interest-only period.
All of the mortgage loans accrue interest on the basis of the actual number of
days in a month, assuming a 360-day year.
The terms of each of the mortgage loans restrict the ability of the borrower to
prepay the mortgage loan. One hundred and seventy-four (174) mortgage loans,
representing approximately 97.2% of the aggregate principal balance of the pool
of mortgage loans as of the cut-off date, permit the related borrower to
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substitute U.S. government securities as collateral and obtain a release of the
mortgaged property instead of prepaying the mortgage loan.
Thirteen (13) mortgage loans, representing approximately 2.6% of the aggregate
principal balance of the pool of mortgage loans as of the cut-off date, permit
prepayment after a lockout period with the payment of a yield maintenance charge
or a prepayment premium.
One (1) mortgage loan, representing approximately 0.2% of the aggregate principal
balance of the pool of mortgage loans as of the cut-off date, permits the related
borrower to prepay the mortgage loan with a yield maintenance charge or a
prepayment premium prior to the beginning of a defeasance period in connection
with the release of one or more of the related mortgaged properties. From the
beginning of the defeasance period until the beginning of an open prepayment
period, the mortgage loan permits the related borrower to substitute U.S.
government securities as collateral and obtain a release of one or more of the
mortgaged properties. See "Description of the Mortgage Pool--Additional
Indebtedness--Defeasance; Collateral Substitution" and Annex C-1 to this
prospectus supplement.
All of the mortgage loans are freely prepayable within a limited period prior to
their stated maturity date. For twenty-two (22) of the mortgage loans,
representing approximately 13.5% of the pool of mortgage loans as of the cut-off
date, this period is approximately 2 months or less prior to the stated maturity
date. For one hundred and fifty-five (155) of the mortgage loans, representing
approximately 65.8% of the aggregate principal balance of the pool of mortgage
loans as of the cut-off date, this period is approximately 3 months prior to the
stated maturity date. For four (4) of the mortgage loans, representing
approximately 6.6% of the aggregate principal balance of the pool of mortgage
loans as of the cut-off date, this period is approximately 4 months prior to the
stated maturity date. For six (6) of the mortgage loans, representing
approximately 13.9% of the aggregate principal balance of the pool of mortgage
loans as of the cut-off date, this period is approximately 6 months prior to the
stated maturity date. For one (1) mortgage loan, representing approximately 0.2%
of the aggregate principal balance of the pool of mortgage loans as of the
cut-off date, this period is approximately 12 months prior to the stated maturity
date.
The descriptions in this prospectus supplement of the mortgage loans and the
mortgaged properties are based upon the mortgage pool as it is expected to be
constituted as of the close of business on the closing date, assuming that
(i) all scheduled principal and interest payments due on or before the cut-off
date will be made and (ii) there are no defaults, delinquencies or prepayments on
any mortgage loan on or prior to the cut-off date. The sum of the numerical data
in any column in a table may not equal the indicated total due to rounding.
Unless
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otherwise indicated, all figures presented in this "Summary of Prospectus
Supplement" are calculated as described under "Description of the Mortgage
Pool--Additional Information" in this prospectus supplement and all percentages
represent the indicated percentage of the aggregate principal balance of the
entire pool of mortgage loans as of the cut-off date.
When information presented in this prospectus supplement with respect to the
mortgaged properties is expressed as a percentage of the aggregate principal
balance of the pool of mortgage loans as of the cut-off date, the percentages are
based on an allocated loan amount that has been assigned to the related mortgaged
properties based upon one or more of the related appraised values, the relative
underwritten net cash flow or prior allocations reflected in the related mortgage
loan documents as set forth on Annex C-1 to this prospectus supplement.
All information presented in this prospectus supplement with respect to a
mortgage loan with a pari passu companion loan or subordinate companion loan is
calculated without regard to the related companion loan, unless otherwise
indicated. The loan amount used in this prospectus supplement for purposes of
calculating the loan-to-value ratio and debt service coverage ratio for each
mortgage loan with a pari passu companion loan is the aggregate principal balance
of the mortgage loans and the related pari passu companion loans, unless
otherwise indicated. Subordinate companion loans, if any, are not included in
these calculations. See "Description of the Mortgage Pool--The Whole Loans" in
this prospectus supplement for more information regarding the aggregate debt
service coverage ratio for mortgage loans with subordinate companion loans.
THE SECURITIES
The Certificates......................... We are offering the following classes of Commercial Mortgage Pass-Through
Certificates from the Series 2006-GG6:
o Class A-1
o Class A-2
o Class A-3
o Class A-AB
o Class A-4
o Class A-1A
o Class A-M
o Class A-J
o Class B
o Class C
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o Class D
o Class E
o Class F
Series 2006-GG6 will consist of the above classes and the following classes that
are not being offered through this prospectus supplement and the prospectus:
Class X, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O,
Class P, Class Q, Class S, Class R and Class LR. The Class X certificates will
consist of the Class X-P certificates and the Class X-C certificates.
Certificate Principal Amounts............ Your certificates will have the approximate aggregate initial principal amount
set forth below, subject to a variance of plus or minus 5%:
Class A-1 $ 102,000,000
Class A-2 $1,052,000,000
Class A-3 $ 75,600,000
Class A-AB $ 187,800,000
Class A-4 $1,001,467,000
Class A-1A $ 311,801,000
Class A-M $ 390,095,000
Class A-J $ 292,572,000
Class B $ 19,504,000
Class C $ 48,762,000
Class D $ 39,010,000
Class E $ 29,257,000
Class F $ 43,886,000
See "Description of the Offered Certificates--General" in this prospectus
supplement.
PASS-THROUGH RATES
A. Offered Certificates................. Your certificates will accrue interest at an annual rate called a pass-through
rate which is set forth below for each class or a rate equal to, based on, or
limited by, the weighted average of the net interest rates on the mortgage loans
(in every case adjusted to accrue on the basis of a 360-day year consisting of
twelve 30-day months). The initial pass-through rate for each class of
certificates is set forth below.
Class A-1 5.417%
Class A-2 5.506%(1)
Class A-3 5.739%(2)
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Class A-AB 5.587%(1)
Class A-4 5.553%(1)
Class A-1A 5.556%(1)
Class A-M 5.622%(1)
Class A-J 5.782%(2)
Class B 5.813%(3)
Class C 5.813%(3)
Class D 5.813%(3)
Class E 5.813%(3)
Class F 5.813%(3)
________________
(1) Subject to a maximum pass-through rate equal to the weighted average of
the net interest rates on the mortgage loans (in each case adjusted, if
necessary, to accrue on the basis of a 360-day year consisting of twelve
30-day months).
(2) The Pass-through rate on the Class A-3 and Class A-J certificates will
equal the weighted average of the net interest rates on the mortgage
loans (in each case adjusted, if necessary, to accrue on the basis of a
360-day year consisting of twelve 30-day months) minus 0.074% and
0.031%, respectively.
(3) The Pass-through rate on each of the Class B, Class C, Class D, Class E
and Class F certificates will be a per annum rate equal to the weighted
average of the net interest rates on the mortgage loans (in each case
adjusted, if necessary, to accrue on the basis of a 360-day year
consisting of twelve 30-day months).
B. Interest Rate Calculation
Convention........................... Interest on your certificates will be calculated based on a 360-day year
consisting of twelve 30-day months, or a "30/360" basis. For purposes of
calculating the pass-through rates on the Class X certificates and any other
class of certificates that has a pass-through rate limited by, equal to, or based
on, the weighted average net mortgage interest rate, the mortgage loan interest
rates will not reflect any default interest rate, any loan term modifications
agreed to by the special servicer or any modifications resulting from a
borrower's bankruptcy or insolvency.
In addition, the interest rate for each mortgage loan for any month that is not a
30-day month will be recalculated so that the amount of interest that would
accrue at that rate in that month, calculated on a 30/360 basis, will equal the
amount of interest that actually accrues on that mortgage loan in that month,
adjusted for any withheld amounts as described under "The Pooling and Servicing
Agreement--Accounts" in this prospectus supplement.
See "Description of the Offered Certificates--Distributions--Payment Priorities" in
this prospectus supplement.
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DISTRIBUTIONS
A. Amount and Order of
Distributions........................ On each distribution date, funds available for distribution from the mortgage
loans, net of specified trust expenses, will be distributed in the following
amounts and order of priority:
First: Class A and Class X certificates: To interest on Class A (which includes
Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4 and Class A-1A) and
Class X certificates, concurrently, (i) to the Class A-1, Class A-2, Class A-3,
Class A-AB and Class A-4 certificates, pro rata, from the portion of the funds
available for distribution attributable to the mortgage loans in loan group 1,
(ii) to the Class A-1A certificates from the portion of the funds available for
distribution attributable to the mortgage loans in loan group 2, and (iii) to the
Class X-P and Class X-C certificates, pro rata, from the funds available for
distribution attributable to all mortgage loans, without regard to loan groups,
in each case in accordance with their interest entitlements. However, if on any
distribution date, the funds available for distribution are insufficient to pay
in full the total amount of interest to be paid to any of the classes described
above, the funds available for distribution will be allocated among all these
classes pro rata in accordance with their interest entitlements, without regard
to loan groups.
Second: Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4 and Class A-1A
certificates:
(i) to the Class A-1, Class A-2, Class A-3, Class A-AB and Class A-4 certificates
to the extent of funds allocable to principal attributable to mortgage loans
in loan group 1 and, after the Class A-1A certificates have been reduced to
zero, the remaining funds allocable to principal attributable to mortgage
loans in loan group 2:
(A) to the Class A-AB certificates, the amount necessary to reduce the
certificate principal amount of the Class A-AB certificates to the Class A-AB
planned principal balance for the relevant distribution date set forth in
Annex C-2 to this prospectus supplement;
(B) to the Class A-1 certificates until reduced to zero, all remaining
amounts of funds available for distribution of principal remaining after the
distributions pursuant to (A);
(C) to the Class A-2 certificates until reduced to zero, all remaining
amounts of funds available for distribution of principal remaining after the
distributions pursuant to (A) and (B);
(D) to the Class A-3 certificates until reduced to zero, all remaining
amounts of funds available for distribution of principal remaining after the
distributions pursuant to (A), (B) and (C);
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(E) to the Class A-AB certificates until reduced to zero, all remaining
amounts of funds available for distribution of principal remaining after the
distributions pursuant to (A), (B), (C) and (D);
(F) to the Class A-4 certificates until reduced to zero, all remaining
amounts of funds available for distribution of principal remaining after the
distributions pursuant to (A), (B), (C), (D) and (E);
(ii) to the Class A-1A certificates to the extent of funds allocable to principal
attributable to mortgage loans in loan group 2 and, after the Class A-4
certificates have been reduced to zero, the remaining funds attributable to
mortgage loans in loan group 1.
If the certificate principal amounts of each and every Class of certificates
other than the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4 and
Class A-1A certificates have been reduced to zero as a result of the allocation
of mortgage loan losses to those certificates, funds available for distributions
of principal will be distributed to the Class A-1, Class A-2, Class A-3, Class
A-AB, Class A-4 and Class A-1A certificates, pro rata, based on their certificate
principal amount without regard to loan groups and without regard to the Class
A-AB planned principal balance for the relevant distribution date set forth in
Annex C-2 to this prospectus supplement.
Third: Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4 and Class A-1A
certificates: To reimburse Class A-1, Class A-2, Class A-3, Class A-AB,
Class A-4 and Class A-1A certificates, pro rata, for any previously unreimbursed
losses on the mortgage loans allocable to principal that were previously borne by
those classes, without regard to loan groups, together with interest.
Fourth: Class A-M certificates: To Class A-M certificates as follows: (a) to
interest on Class A-M certificates in the amount of its interest entitlement;
(b) to the extent of funds allocated to principal remaining after distributions
in respect of principal to each class with a higher priority (in this case, the
Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4 and Class A-1A
certificates), to principal on Class A-M certificates until reduced to zero; and
(c) to reimburse Class A-M certificates for any previously unreimbursed losses on
the mortgage loans allocable to principal that were previously borne by that
class, together with interest.
Fifth: Class A-J certificates: To the Class A-J certificates in a manner
analogous to the Class A-M certificates allocations of priority Fourth above.
Sixth: Class B certificates: To the Class B certificates in a manner analogous
to the Class A-M certificates allocations of priority Fourth above.
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Seventh: Class C certificates: To the Class C certificates in a manner
analogous to the Class A-M certificates allocations of priority Fourth above.
Eighth: Class D certificates: To the Class D certificates in a manner analogous
to the Class A-M certificates allocations of priority Fourth above.
Ninth: Class E certificates: To the Class E certificates in a manner analogous
to the Class A-M certificates allocations of priority Fourth above.
Tenth: Class F certificates: To the Class F certificates in a manner analogous
to the Class A-M certificates allocations of priority Fourth above.
Eleventh: Non-offered certificates (other than the Class X certificates): In
the amounts and order of priority described in "Description of the Offered
Certificates--Distributions--Payment Priorities" in this prospectus supplement.
For purposes of making distributions to the Class A-1, Class A-2, Class A-3,
Class A-AB, Class A-4 and Class A-1A certificates, the pool of mortgage loans
will be deemed to consist of two distinct groups, loan group 1 and loan group 2.
Loan group 1 will consist of 168 mortgage loans, representing approximately 92.0%
of the aggregate principal balance of the pool of mortgage loans as of the
cut-off date and loan group 2 will consist of 20 mortgage loans, representing
approximately 8.0% of the aggregate principal balance of the pool of mortgage
loans as of the cut-off date. Loan group 1 will include all mortgage loans other
than mortgage loans secured by multifamily and manufactured housing community
properties. Loan group 2 will include all of the mortgage loans secured by
multifamily properties and 2 mortgage loans secured by a manufactured housing
community property. Annex C-1 to this prospectus supplement will set forth the
loan group designation with respect to each mortgage loan.
For more information, see "Description of the Offered
Certificates--Distributions--Payment Priorities" in this prospectus supplement.
B. Interest and Principal
Entitlements......................... A description of each class's interest entitlement can be found in "Description
of the Offered Certificates--Distributions--Method, Timing and Amount" and
"--Payment Priorities" in this prospectus supplement. As described in that
section, there are circumstances in which your interest entitlement for a
distribution date could be less than one full month's interest at the
pass-through rate on your certificate's principal amount or notional amount.
A description of the amount of principal required to be distributed to the
classes entitled to principal on a particular distribution date also can be found
in "Description of the Offered Certificates--
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Distributions--Method, Timing and Amount" and "--Payment Priorities" in this
prospectus supplement.
C. Servicing and
Administration Fees.................. The master servicer and special servicer are entitled to a master servicing fee
and a special servicing fee, respectively, from the interest payments on the
mortgage loans. The master servicing fee for each distribution date is
calculated on the outstanding principal balance of the pool of mortgage loans in
the trust and one-twelfth of the master servicing fee rate which ranges from
0.02% to 0.09% and is set forth on Annex C-1 to this prospectus supplement for
each mortgage loan. The special servicing fee for each distribution date is
calculated based on the outstanding principal balance of mortgage loans that are
specially serviced mortgage loans and one-twelfth of the special servicing fee
rate which is equal to 0.35% (with a $4,000 per mortgage loan per month
minimum). The master servicer and special servicer are also entitled to
additional fees and amounts, including income on the amounts held in permitted
investments, liquidation fees and workout fees. The trustee fee for each
distribution date is calculated on the outstanding principal balance of the pool
of mortgage loans in the trust and one-twelfth of the trustee fee rate which is
equal to 0.0005% as set forth on Annex C-1 to this prospectus supplement for each
mortgage loan. Each of the master servicing fee rate, the special servicing fee
rate and the trustee fee rate will be calculated on a 30/360 basis and prorated
for any partial period. See "Transaction Parties--The Master Servicer; Master
Servicer Servicing Compensation and Payment of Expenses" in this prospectus
supplement.
D. Prepayment Premiums.................. The manner in which any prepayment premiums and yield maintenance charges
received prior to the related determination date will be allocated on each
distribution date to the Class X-C certificates, on the one hand, and certain of
the classes of certificates entitled to principal, on the other hand, is
described in "Description of the Offered Certificates--Distributions--Prepayment
Premiums" in this prospectus supplement.
ADVANCES
A. Principal and Interest Advances...... The master servicer is required to advance delinquent monthly mortgage loan
payments with respect to each mortgage loan (excluding each companion loan but
including each non-serviced loan consisting of the Maryland Multifamily Portfolio
loan, the JQH Hotel Portfolio B3 loan and the Shaner Hotel Portfolio loan as
described below under "--Advances on The Non-Serviced Loans") if it determines
that the advance will be recoverable. The master servicer will not be required
to advance (a) balloon payments due at maturity, (b) interest in excess of a
mortgage loan's regular interest rate (without considering any default rate) or
(c) delinquent monthly payments on companion loans. The master servicer also is
not required to advance amounts deemed non-recoverable, prepayment premiums or
yield maintenance charges. In the event that the master servicer fails to make
any required advance, the trustee will be required to make that advance. See
"The Pooling and Servicing Agreement--Advances" in this prospectus supplement. If
an
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advance is made, the master servicer will not advance its servicing fee, but will
advance the trustee's fee.
B. Property Protection Advances......... The master servicer also is required to make advances to pay delinquent real
estate taxes, assessments and hazard insurance premiums and similar expenses
necessary to protect and maintain the mortgaged property, to maintain the lien on
the mortgaged property or enforce the related mortgage loan documents with
respect to all mortgage loans other than non-serviced mortgage loans. In the
event that the master servicer fails to make a required advance of this type, the
trustee will be required to make that advance. The master servicer is not
required, but in certain circumstances is permitted, to advance amounts deemed
non-recoverable. In addition, the special servicer may elect to make certain
property protection advances on an emergency basis. See "The Pooling and
Servicing Agreement--Advances" in this prospectus supplement.
C. Interest on Advances................. The master servicer, the special servicer and the trustee, as applicable, will be
entitled to interest as described in this prospectus supplement on these
advances. Interest accrued on outstanding advances may result in reductions in
amounts otherwise payable on the certificates. Neither the master servicer nor
the trustee will be entitled to interest on advances made with respect to
principal or interest due on a mortgage loan until any grace period applicable to
the mortgage loan has expired.
See "Description of the Offered Certificates--Distributions--Realized Losses" and
"The Pooling and Servicing Agreement--Advances" in this prospectus supplement.
D. Advances on the
Non-Serviced Loans................... The master servicer under the 2005-GG5 pooling and servicing agreement that
controls servicing for each of the non-serviced loans is required to make
property protection advances with respect to the mortgaged properties related to
the applicable non-serviced loan, unless that master servicer determines that
those advances would not be recoverable from collections on the related
non-serviced loan. If that master servicer is required to but fails to make a
required property protection advance, then the trustee under the 2005-GG5 pooling
and servicing agreement that controls servicing for each of the non-serviced
loans will be required to make that property protection advance.
The master servicer under the pooling and servicing agreement is not required to
advance delinquent monthly mortgage loan payments with respect to each companion
loan.
Subordination............................ The amount available for distribution will be applied in the order described in
"--Distributions--Amount and Order of Distributions" above.
The following chart generally describes the manner in which the payment rights of
certain classes will be senior or subordinate, as the case may be, to the payment
rights of other classes. The chart shows entitlement to receive principal and
interest on any
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distribution date in descending order (beginning with the Class A and Class X
certificates). Among the Class A and Class X certificates, payment rights of
certain classes will be as more particularly described in "Description of the
Offered Certificates--Distributions" in this prospectus supplement. It also shows
the manner in which mortgage loan losses are allocated in ascending order
(beginning with other Series 2006-GG6 certificates that are not being offered by
this prospectus supplement). (However, no principal payments or loan losses will
be allocated to the Class X certificates, although loan losses will reduce the
notional amount of the Class X certificates and, therefore, the amount of
interest they accrue.)
-------------------------------------
Class A-1, Class A-2,
Class A-3, Class A-AB,
Class A-4, Class A-1A, Class X*
-------------------------------------
----------------
Class A-M
----------------
|
----------------
Class A-J
----------------
|
----------------
Class B
----------------
|
----------------
Class C
----------------
|
----------------
Class D
----------------
|
----------------
Class E
----------------
|
----------------
Class F
----------------
|
----------------
Non-Offered
Certificates**
----------------
___________________
* Class X certificates are interest only.
** Other than the Class X certificates.
NO OTHER FORM OF CREDIT ENHANCEMENT WILL BE AVAILABLE FOR THE BENEFIT OF THE
HOLDERS OF THE OFFERED CERTIFICATES.
See "Description of the Offered Certificates--Subordination" in this prospectus
supplement.
Principal losses on the mortgage loans allocated to a class of certificates will
reduce the related certificate principal amount of that class.
In addition to losses caused by mortgage loan defaults, shortfalls in payments to
holders of certificates may occur as a result of the master servicer's, special
servicer's and trustee's right to receive payments of interest on unreimbursed
advances (to the extent not covered by default interest or late charges paid by
the related
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borrower), the special servicer's right to compensation with respect to mortgage
loans which are or have been serviced by the special servicer, a modification of
a mortgage loan's interest rate or principal balance or as a result of other
unanticipated trust expenses. These shortfalls, if they occur, would reduce
distributions to the classes of certificates with the lowest payment priorities.
In addition, prepayment interest shortfalls that are not covered by certain
compensating interest payments made by the master servicer are required to be
allocated to the certificates, on a pro rata basis, to reduce the amount of
interest payment on the certificates. To the extent funds are available on a
subsequent distribution date for distribution on your certificates, you will be
reimbursed for any shortfall allocated to your certificates with interest at the
pass-through rate on your certificates.
Information Available to
Certificateholders................... Please see "The Pooling and Servicing Agreement--Reports to Certificateholders;
Available Information" in this prospectus supplement for a description of the
periodic reports that you will receive.
Optional Termination..................... On any distribution date on which the aggregate unpaid principal balance of the
mortgage loans remaining in the trust is less than 1% of the aggregate principal
balance of the pool of mortgage loans as of the cut-off date, certain specified
persons will have the option to purchase all of the remaining mortgage loans at
the price specified in this prospectus supplement (and all property acquired
through exercise of remedies in respect of any mortgage loan). Exercise of this
option will terminate the trust and retire the then-outstanding certificates.
If the aggregate principal balances of the Class A, Class A-M, Class A-J,
Class B, Class C, Class D, Class E and Class F certificates have been reduced to
zero, the trust could also be terminated in connection with an exchange of all
the then-outstanding certificates, including the Class X certificates, for the
mortgage loans remaining in the trust, but all of the holders of those classes of
outstanding certificates would have to voluntarily participate in the exchange.
Required Repurchase
of Mortgage Loans.................... Under the circumstances described in this prospectus supplement, the related loan
seller will be required to repurchase any mortgage loan for which it cannot
remedy the material breach or material document defect affecting such mortgage
loan. See "Description of the Mortgage Pool--Cures and Repurchases" in this
prospectus supplement.
Sale of Defaulted Loans.................. Pursuant to the pooling and servicing agreement, each of (i) the holder of the
certificates representing the greatest percentage interest in the Controlling
Class, and (ii) the special servicer, in that order, has the option to purchase
from the trust any defaulted mortgage loan that is at least 60 days delinquent as
to any monthly debt service payment (or delinquent in its balloon payment).
Pursuant to the intercreditor agreements with respect to The Shops at LaCantera
loan, the Millennium in Midtown loan,
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the Manchester Parkade loan, the SilverCreek Portfolio Phase I loan, the Shaner
Hotel Portfolio loan, the Stones River Apartments loan and the North Chase I
loan, the related subordinate companion loan holder has a right to purchase the
related defaulted mortgage loan as described in "Description of the Mortgage
Pool--The Whole Loans" in this prospectus supplement. See "The Pooling and
Servicing Agreement--Realization Upon Mortgage Loans--Sale of Defaulted Mortgage
Loans" in this prospectus supplement.
OTHER INVESTMENT CONSIDERATIONS
Federal Income Tax Consequences.......... Elections will be made to treat parts of the trust as two separate REMICs (the
"Lower-Tier REMIC" and the "Upper-Tier REMIC"). The offered certificates will
represent ownership of "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 constitute REMIC "regular interests."
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 It is anticipated that the offered certificates, other than the Class E and
Class F certificates, will be issued at a premium, and that the Class E and
Class F certificates will be issued with a de minimis amount of original
issue discount.
For information regarding the federal income tax consequences of investing in the
offered certificates, see "Federal Income Tax Consequences" in this prospectus
supplement and "Federal Income Tax Consequences" in the prospectus.
Yield Considerations..................... You should carefully consider the matters described under "Risk Factors--Special
Yield Considerations" and "--Risks Relating to Prepayments and Repurchases" in
this prospectus supplement, which may affect significantly the yields on your
investment.
ERISA Considerations..................... Subject to important considerations described under "ERISA Considerations" in
this prospectus supplement and in the prospectus, the offered certificates are
eligible for purchase by persons investing assets of employee benefit plans or
individual retirement accounts.
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Ratings.................................. On the closing date, the offered certificates must have the minimum ratings from
Standard & Poor's Rating Services, a division of the McGraw-Hill Companies, Inc.
and Fitch, Inc. set forth below:
S&P FITCH
---------- -----------
Class A-1........................... AAA AAA
Class A-2........................... AAA AAA
Class A-3........................... AAA AAA
Class A-AB.......................... AAA AAA
Class A-4........................... AAA AAA
Class A-1A.......................... AAA AAA
Class A-M........................... AAA AAA
Class A-J........................... AAA AAA
Class B............................. AA+ AA+
Class C............................. AA AA
Class D............................. AA- AA-
Class E............................. A+ A+
Class F............................. A A
A rating agency may downgrade, qualify or withdraw a rating at any time. A
rating agency not requested to rate the offered certificates may nonetheless
issue a rating and, if one does, it may be lower than those stated above.
The security ratings do not address the frequency of prepayments (whether
voluntary or involuntary) of mortgage loans, or the degree to which the
prepayments might differ from those originally anticipated, or the likelihood of
collection of default interest, prepayment premiums or yield maintenance charges,
or the tax treatment of the certificates.
See "Yield, Prepayment and Maturity Considerations" in this prospectus
supplement, "Risk Factors" in this prospectus supplement and in the prospectus,
and "Description of the Certificates" and "Yield Considerations" in the
prospectus.
Legal Investment......................... The Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A,
Class A-M, Class A-J, Class B, Class C and Class D certificates will constitute
"mortgage related securities" for purposes of the Secondary Mortgage Market
Enhancement Act of 1984, as amended, commonly known as SMMEA, so long as they are
rated in one of the two highest rating categories by S&P, Fitch or another
nationally recognized statistical rating organization. The Class E and Class F
certificates will not constitute "mortgage related securities" for purposes of
SMMEA. If your investment activities are subject to legal investment laws and
regulations, regulatory capital requirements, or review by regulatory
authorities, then you may be subject to restrictions on investment in the offered
certificates. You should consult your own legal advisors for assistance in
determining the suitability of, and consequences to you of the purchase,
ownership and sale of the offered certificates. See "Legal Investment" in this
prospectus supplement and in the prospectus.
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RISK FACTORS
You should carefully consider the following risks and the risks described
in "Risk Factors" in the prospectus before making an investment decision. In
particular, distributions on your certificates will depend on payments received
on, and other recoveries with respect to the mortgage loans. Therefore, you
should carefully consider the risk factors relating to the mortgage loans and
the mortgaged properties.
The risks and uncertainties described below are not the only ones relating
to your certificates. Additional risks and uncertainties not presently known to
us or that we currently deem immaterial may also impair your investment.
If any of the following events or circumstances identified as risks
actually occur or materialize, your investment could be materially and adversely
affected.
This prospectus supplement also contains forward-looking statements that
involve risks and uncertainties. Actual results could differ materially from
those anticipated in these forward-looking statements as a result of certain
factors, including the risks described below and elsewhere in this prospectus
supplement.
SPECIAL YIELD CONSIDERATIONS
The yield to maturity on each class of the offered certificates will
depend in part on the following:
o the purchase price for the certificates;
o the rate and timing of principal payments on the mortgage loans (or
in the case of the Class A certificates, the mortgage loans in the
related loan group);
o the receipt and allocation of prepayment premiums and/or yield
maintenance charges;
o the allocation of principal payments to pay down classes of
certificates;
o interest shortfalls on the mortgage loans, such as interest
shortfalls resulting from prepayments; and
o the purchase of a mortgage loan whether by (i) a loan seller as a
result of a material breach of a representation or warranty made by
that loan seller, (ii) the holder of a related companion loan, (iii)
a holder of the fair value purchase option, (iv) a mezzanine lender
or (v) any other party with a purchase option.
In general, if you buy a certificate at a premium, and principal
distributions occur faster than expected, your actual yield to maturity will be
lower than expected. If principal distributions are very high, holders of
certificates purchased at a premium might not fully recover their initial
investment. Conversely, if you buy a certificate at a discount and principal
distributions occur more slowly than expected, your actual yield to maturity
will be lower than expected. See "Yield, Prepayment and Maturity Considerations"
in this prospectus supplement and "Yield Considerations" in the prospectus.
In addition, because the amount of principal that will be distributed to
the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4 and Class A-1A
certificates will generally be based upon the particular loan group in which the
related mortgage loan is deemed to be a part, the yield on the Class A-1, Class
A-2, Class A-3, Class A-AB and Class A-4 certificates will be particularly
sensitive to prepayments on mortgage loans in loan group 1 and the yield on the
Class A-1A certificates will be particularly sensitive to prepayments on
mortgage loans in loan group 2.
The yield on each of the Class A-2, Class A-AB, Class A-4, Class A-1A and
Class A-M certificates could (and in the case of each of the Class A-3, Class
A-J, Class B, Class C, Class D, Class E and Class
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F certificates will) be adversely affected if mortgage loans with higher
interest rates pay faster than the mortgage loans with lower interest rates,
since each of the Class A-2, Class A-AB, Class A-4, Class A-1A and Class A-M
certificates bear interest at a rate limited by (and each of the Class A-3,
Class A-J, Class B, Class C, Class D, Class E and Class F certificates bear
interest at a rate based on) the weighted average of the net mortgage rates of
the mortgage loans. The pass through rates on those classes of certificates may
be adversely affected as a result of a decrease in the weighted average of the
net interest rates on the mortgage loans even if principal prepayments do not
occur. See "Yield, Prepayment and Maturity Considerations" in this prospectus
supplement.
Any changes in the weighted average lives of your certificates may
adversely affect your yield. Prepayments resulting in a shortening of the
weighted average lives of your certificates may be made at a time of low
interest rates when you may be unable to reinvest the resulting payments of
principal on your certificates at a rate comparable to the effective yield
anticipated by you in making your investment in the certificates, while delays
and extensions resulting in a lengthening of the weighted average lives may
occur at a time of high interest rates when you may have been able to reinvest
principal payments that would otherwise have been received by you at higher
rates.
In addition, the rate and timing of delinquencies, defaults, the
application of other involuntary payments such as condemnation proceeds or
insurance proceeds, losses and other shortfalls on mortgage loans (or in the
case of the Class A certificates, the mortgage loans in the related loan group)
will affect distributions on the certificates and their timing. See "--Risks
Relating to Borrower Default" below.
In general, these factors may be influenced by economic and other factors
that cannot be predicted with any certainty. Accordingly, you may find it
difficult to predict the effect that these factors might have on the yield to
maturity of your offered certificates. Additionally, certain of the mortgage
loans require prepayment in connection with earnout amounts if the related
borrower does not satisfy performance or other criteria set forth in the related
mortgage loan documents. See "Description of the Mortgage Pool--Certain
Characteristics of the Mortgage Loans" in this prospectus supplement.
In addition, if the master servicer, the special servicer or the trustee
reimburses itself out of general collections on the mortgage loans included in
the trust for any advance that it has determined is not recoverable out of
collections on the related mortgage loan, then to the extent that this
reimbursement is made from collections of principal on the mortgage loans in the
trust, that reimbursement will reduce the amount of principal available to be
distributed on the certificates and will result in a reduction of the
certificate principal amount of the certificates. See "Description of the
Offered Certificates--Distributions" in this prospectus supplement. Likewise, if
the master servicer, the special servicer or the trustee reimburses itself out
of principal collections on the mortgage loans for any workout delayed
reimbursement amounts, that reimbursement will reduce the amount of principal
available to be distributed on the certificates on that distribution date. This
reimbursement would have the effect of reducing current payments of principal on
the offered certificates and extending the weighted average life of the offered
certificates. See "Description of the Offered Certificates--Distributions" in
this prospectus supplement.
We make no representation as to the anticipated rate of prepayments or
losses on the mortgage loans or as to the anticipated yield to maturity of any
class of certificates. See "Yield, Prepayment and Maturity Considerations" in
this prospectus supplement.
RISKS RELATING TO ENFORCEABILITY OF YIELD MAINTENANCE CHARGES, PREPAYMENT
PREMIUMS OR DEFEASANCE PROVISIONS
Provisions requiring yield maintenance charges, prepayment premiums or
lockout periods may not be enforceable in some states and under federal
bankruptcy law. Provisions requiring prepayment premiums or yield maintenance
charges also may be interpreted as constituting the collection of interest for
usury purposes. Accordingly, we cannot assure you that the obligation to pay a
yield maintenance charge or prepayment premium will be enforceable. Also, we
cannot assure you that foreclosure proceeds will be sufficient to pay an
enforceable yield maintenance charge or prepayment premium.
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Additionally, although the collateral substitution provisions related to
defeasance do not have the same effect on the certificateholders as prepayment,
we cannot assure you that a court would not interpret those provisions as the
equivalent of a yield maintenance charge or prepayment premium. In certain
jurisdictions those collateral substitution provisions might therefore be deemed
unenforceable or usurious under applicable law or public policy.
COMMERCIAL, MULTIFAMILY AND MANUFACTURED HOUSING COMMUNITY LENDING IS DEPENDENT
UPON NET OPERATING INCOME
The mortgage loans are secured by various income-producing commercial,
multifamily and manufactured housing community properties. Commercial,
multifamily and manufactured housing community lending are generally thought to
expose a lender to greater risk than residential one-to-four family lending
because they typically involve larger loans to a single borrower or groups of
related borrowers.
The repayment of a commercial, multifamily or manufactured housing
community loan is typically dependent upon the ability of the related mortgaged
property to produce cash flow through the collection of rents. Even the
liquidation value of a commercial property is determined, in substantial part,
by the capitalization of the property's cash flow. However, net operating income
can be volatile and may be insufficient to cover debt service on the loan at any
given time.
The net operating incomes and property values of the mortgaged properties
may be adversely affected by a large number of factors. Some of these factors
relate to the properties themselves, such as:
o the age, design and construction quality of the properties;
o perceptions regarding the safety, convenience and attractiveness of
the properties;
o the proximity and attractiveness of competing properties;
o the adequacy of the property's management and maintenance;
o increases in operating expenses at the mortgaged property and in
relation to competing properties;
o an increase in the capital expenditures needed to maintain the
properties or make improvements;
o dependence upon a single tenant, a small number of tenants or a
concentration of tenants in a particular business or industry;
o a decline in the financial condition of a major tenant;
o an increase in vacancy rates; and
o a decline in rental rates as leases are renewed or entered into with
new tenants.
Other factors are more general in nature, such as:
o national, regional or local economic conditions, including plant
closings, military base closings, industry slowdowns and
unemployment rates;
o local real estate conditions, such as an oversupply of retail space,
office space, multifamily housing or manufactured housing
communities or hotel capacity;
o demographic factors;
o consumer confidence;
o changes or continued weakness in specific industry segments;
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o the public perception of safety for customers and clients;
o consumer tastes and preferences; and
o retroactive changes in building codes.
The volatility of net operating income will be influenced by many of the
foregoing factors, as well as by:
o the length of tenant leases (including that in certain cases, all of
the tenants at a particular mortgaged property may have leases that
expire or permit the tenant to terminate its lease during the term
of the loan);
o the creditworthiness of tenants;
o tenant defaults;
o in the case of rental properties, the rate at which new rentals
occur; and
o the property's "operating leverage" which is generally the
percentage of total property expenses in relation to revenue, the
ratio of fixed operating expenses to those that vary with revenues,
and the level of capital expenditures required to maintain the
property and to retain or replace tenants.
A decline in the real estate market or in the financial condition of a
major tenant will tend to have a more immediate effect on the net operating
income of properties with short-term revenue sources, such as short-term or
month-to-month leases, and may lead to higher rates of delinquency or defaults.
THE PROSPECTIVE PERFORMANCE OF THE COMMERCIAL AND MULTIFAMILY MORTGAGE LOANS
INCLUDED IN THE TRUST FUND SHOULD BE EVALUATED SEPARATELY FROM THE PERFORMANCE
OF THE MORTGAGE LOANS IN ANY OF OUR OTHER TRUSTS
While there may be certain common factors affecting the performance and
value of income-producing real properties in general, those factors do not apply
equally to all income-producing real properties and, in many cases, there are
unique factors that will affect the performance and/or value of a particular
income-producing real property. Moreover, the effect of a given factor on a
particular real property will depend on a number of variables, including but not
limited to property type, geographic location, competition, sponsorship and
other characteristics of the property and the related mortgage loan. Each
income-producing real property represents a separate and distinct business
venture; and, as a result, each of the multifamily and commercial mortgage loans
included in one of the depositor's trusts requires a unique underwriting
analysis. Furthermore, economic and other conditions affecting real properties,
whether worldwide, national, regional or local, vary over time. The performance
of a pool of mortgage loans originated and outstanding under a given set of
economic conditions may vary significantly from the performance of an otherwise
comparable mortgage pool originated and outstanding under a different set of
economic conditions. Accordingly, investors should evaluate the mortgage loans
underlying the offered certificates independently from the performance of
mortgage loans underlying any other series of offered certificates.
As a result of the distinct nature of each pool of commercial mortgage
loans, and the separate mortgage loans within the pool, this prospectus
supplement does not include disclosure concerning the delinquency and loss
experience of static pools of periodic originations by the sponsor of assets of
the type to be securitized (known as "static pool data"). Because of the highly
heterogeneous nature of the assets in commercial mortgage backed securities
transactions, static pool data for prior securitized pools, even those involving
the same asset types (e.g., hotels or office buildings), may be misleading,
since the economics of the properties and terms of the loans may be materially
different. In particular, static pool data showing a low level of delinquencies
and defaults would not be indicative of the performance of this pool or any
other pools of mortgage loans originated by the same sponsor or sponsors.
Therefore, investors should evaluate this offering on the basis of the
information set forth in this prospectus
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supplement with respect to the mortgage loans, and not on the basis of any
successful performance of other pools of securitized commercial mortgage loans.
INCREASES IN REAL ESTATE TAXES MAY REDUCE AVAILABLE FUNDS
Certain of the mortgaged properties securing the mortgage loans have or
may in the future have the benefit of reduced real estate taxes in connection
with a local government program of "payment in lieu of taxes" programs or other
tax abatement arrangements. Upon expiration of such program or if such programs
were otherwise terminated, the related borrower would be required to pay higher,
and in some cases substantially higher, real estate taxes. An increase in real
estate taxes may impact the ability of the borrower to pay debt service on the
mortgage loan.
LIMITATIONS OF APPRAISALS
Appraisals were obtained with respect to each of the mortgaged properties
at or about the time of origination of the applicable mortgage loan. See Annex
C-1 to this prospectus supplement for dates of the latest appraisals for the
mortgaged properties.
In general, appraisals represent the analysis and opinion of qualified
appraisers and are not guarantees of present or future value. One appraiser may
reach a different conclusion than that of a different appraiser with respect to
the same property. The appraisals seek to establish the amount a typically
motivated buyer would pay a typically motivated seller and, in certain cases,
may have taken into consideration the purchase price paid by the borrower. The
amount could be significantly higher than the amount obtained from the sale of a
mortgaged property in a distress or liquidation sale. Information regarding the
appraised values of the mortgaged properties (including loan-to-value ratios)
presented in this prospectus supplement is not intended to be a representation
as to the past, present or future market values of the mortgaged properties.
Historical operating results of the mortgaged properties used in these
appraisals may not be comparable to future operating results. In addition, other
factors may impair the mortgaged properties' value without affecting their
current net operating income, including:
o changes in governmental regulations, zoning or tax laws;
o potential environmental or other legal liabilities;
o the availability of refinancing; and
o changes in interest rate levels.
TENANT CONCENTRATION ENTAILS RISK
A deterioration in the financial condition of a tenant, the failure of a
tenant to renew its lease or the exercise by a tenant of an early termination
right can be particularly significant if a mortgaged property is owner-occupied,
leased to a single tenant, or if any tenant makes up a significant portion of
the rental income at the mortgaged property. In the event of a default by that
tenant, if the related lease expires prior to the mortgage loan maturity date
and the related tenant fails to renew its lease or if such tenant exercises an
early termination option, there would likely be an interruption of rental
payments under the lease and, accordingly, insufficient funds available to the
borrower to pay the debt service on the loan. In certain cases where the tenant
owns the improvements to the mortgaged property, the related borrower may be
required to purchase such improvements in connection with the exercise of its
remedies. Mortgaged properties that are owner-occupied or leased to a single
tenant, or a tenant that makes up a significant portion of the rental income,
also are more susceptible to interruptions of cash flow if that tenant's
business operations are negatively impacted or if such tenant fails to renew its
lease. This is so because:
o the financial effect of the absence of rental income may be severe;
o more time may be required to re-lease the space; and
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o substantial capital costs may be incurred to make the space
appropriate for replacement tenants.
Forty-one (41) of the mortgaged properties, representing in the aggregate
approximately 6.5% of the aggregate principal balance of the pool of mortgage
loans as of the cut-off date by allocated loan amount, are leased to a single
tenant. No mortgaged property leased to a single tenant secures a mortgage loan
representing more than approximately 0.5% of the aggregate principal balance of
the pool of mortgage loans as of the cut-off date. With respect to certain of
these mortgage properties that are leased to a single tenant, the related leases
may expire prior to, or soon after, the maturity dates of the mortgage loans or
the related tenant may have the right to terminate the lease prior to the
maturity date of the mortgage loan. See Annex C-1 to this prospectus supplement
for tenant lease expiration dates for the three largest tenants at each
mortgaged property. If the current tenant does not renew its lease on comparable
economic terms to the expired lease, if a single tenant terminates its lease or
if a suitable replacement tenant does not enter into a new lease on similar
economic terms, there could be a negative impact on the payments on the related
mortgage loans.
Concentrations of particular tenants among the mortgaged properties or
within a particular business or industry at one or multiple mortgaged properties
increase the possibility that financial problems with such tenants or such
business or industry sectors could affect the mortgage loans. For example, with
respect to one (1) mortgage loan secured by the mortgaged properties identified
on Annex C-1 as Showplace Portfolio, representing approximately 2.1% of the
aggregate principal balance of the pool of mortgage loans as of the cut-off
date, the mortgaged properties are primarily used in connection with the High
Point, North Carolina furniture market and a majority of the tenants at the
mortgaged properties are in the furniture industry. See "--Tenant Bankruptcy
Entails Risk" below.
MORTGAGED PROPERTIES LEASED TO MULTIPLE TENANTS ALSO HAVE RISKS
If a mortgaged property has multiple tenants, re-leasing expenditures may
be more frequent than in the case of mortgaged properties with fewer tenants,
thereby reducing the cash flow available for payments on the related mortgage
loan. Multi-tenant mortgaged properties also may experience higher continuing
vacancy rates and greater volatility in rental income and expenses. In certain
cases, the lease of a major or anchor tenant at a multi-tenanted mortgaged
property expires prior to the maturity date of the related mortgage loan. In
certain cases, the leases of all of the tenants of a mortgaged property expire
prior to the maturity date of the related mortgage loan. For example, with
respect to one (1) mortgage loan secured by the mortgage property identified on
Annex C-1 to this prospectus supplement as North Chase I, representing
approximately 0.2% of the aggregate principal balance of the pool of mortgage
loans as of the cut-off date, all five of the leases are with the United States
government and may be terminated with prior notice ranging from 30 to 90 days.
See Annex C-1 to this prospectus supplement for tenant lease expiration dates
for the three largest tenants at each mortgaged property.
Certain tenants of the mortgaged properties have executed leases, but have
not yet taken occupancy. In these cases we cannot assure you that these tenants
will take occupancy of the related mortgaged properties. In addition, in some
cases, tenants at a mortgaged property may have signed a letter of intent but
not executed a lease with respect to the related space. We cannot assure you
that any such proposed tenant will sign a lease or take occupancy of the related
mortgaged property. In addition, the underwritten occupancy and net cash flow
for some of the mortgage loans may reflect rents from tenants whose lease terms
are under negotiation but not yet signed. If these tenants do not take occupancy
of the leased space or execute these leases, it could result in a higher vacancy
rate and re-leasing costs that may adversely affect cash flow on the related
mortgage loan.
MORTGAGED PROPERTIES LEASED TO BORROWERS OR BORROWER AFFILIATED ENTITIES ALSO
HAVE RISKS
If a mortgaged property is leased in whole or substantial part to the
borrower under the mortgage loan or to an affiliate of the borrower, there may
be conflicts. For instance, it is more likely a landlord will waive lease
conditions for an affiliated tenant than it would for an unaffiliated tenant. We
cannot assure you that the conflicts arising where a borrower is affiliated with
a tenant at a mortgaged property will not adversely impact the value of the
related mortgage loan. In some cases this affiliated lessee is physically
occupying space related to its business; in other cases, the affiliated lessee
is a tenant under a master lease with the borrower, under which the tenant is
obligated to make rent payments but does not occupy any space
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at the mortgaged property. These master leases are typically used to bring
occupancy to a "stabilized" level but may not provide additional economic
support for the mortgage loan. We cannot assure you the space "leased" by a
borrower affiliate will eventually be occupied by third party tenants and
consequently, a deterioration in the financial condition of the borrower or its
affiliates can be particularly significant to the borrower's ability to perform
under the mortgage loan as it can directly interrupt the cash flow from the
mortgaged property if the borrower's or its affiliate's financial condition
worsens. These risks may be mitigated when mortgaged properties are leased to
unrelated third parties. For example, the borrower or an affiliate of the
borrower entered into a lease at the mortgaged properties identified on Annex
C-1 as Showplace Portfolio, Reid Murdoch Center, 1733 Ocean Avenue, Coral
Springs Financial Plaza, Parkway 109 Office Center, Goodman Theater, Pearlridge
Shopping Center and Drive Time Portfolio.
TENANT BANKRUPTCY ENTAILS RISKS
The bankruptcy or insolvency of a major tenant (such as an anchor tenant),
or a number of smaller tenants, may adversely affect the income produced by a
mortgaged property. Under the federal bankruptcy code, a tenant has the option
of assuming or rejecting any unexpired lease. If the tenant rejects the lease,
the landlord's claim for breach of the lease would be a general unsecured claim
against the tenant (absent collateral securing the claim). The claim would be
limited to the unpaid rent reserved under the lease for the periods prior to the
bankruptcy petition (or earlier surrender of the leased premises) which are
unrelated to the rejection, plus the greater of one year's rent or 15% of the
remaining reserved rent (but not more than three years' rent). At any given
time, including as of the cut-off date, certain of the tenants at any mortgaged
properties may be in bankruptcy.
For example, in the case of one (1) mortgage loan secured by the mortgaged
property identified on Annex C-1 to this prospectus supplement as Westland
Promenade, representing approximately 1.0% of the aggregate principal balance of
the pool of mortgage loans as of the cut-off date, Winn-Dixie Stores Inc., the
largest tenant, filed a voluntary petition for reorganization under Chapter 11
of the U.S. Bankruptcy Code on February 21, 2005. Winn-Dixie Stores Inc. has
indicated that its reorganization plan includes closing stores located in 14
"designated market areas." The store at Westland Promenade is not located in one
of the "designated market areas." We cannot assure you, however, that Winn-Dixie
Stores Inc. will not close this store, that the current reorganization plan will
be confirmed or that Winn-Dixie Stores Inc. will emerge from bankruptcy.
CERTAIN ADDITIONAL RISKS RELATING TO TENANTS
The income from, and market value of, the mortgaged properties leased to
various tenants would be adversely affected if:
o space in the mortgaged properties could not be leased or re-leased;
o leasing or re-leasing is restricted by exclusive rights of tenants
to lease the mortgaged properties or other covenants not to lease
space for certain uses or activities, or covenants limiting the
types of tenants to which space may be leased;
o substantial re-leasing costs were required and/or the cost of
performing landlord obligations under existing leases materially
increased;
o tenants were unwilling or unable to meet their lease obligations;
o a significant tenant were to become a debtor in a bankruptcy case;
o rental payments could not be collected for any other reason; or
o a borrower fails to perform its obligations under a lease resulting
in the related tenant having a right to terminate such lease.
Repayment of the mortgage loans secured by retail, office and industrial
properties will be affected by the expiration of leases and the ability of the
respective borrowers to renew the leases or relet the space
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on comparable terms. Certain of the mortgaged properties may be leased in whole
or in part by government-sponsored tenants who have the right to cancel their
leases at any time or for lack of appropriations. Certain of the mortgaged
properties may have tenants that sublet a portion of their space or may intend
to sublet out a portion of their space in the future. Additionally, mortgaged
properties may have concentrations of leases expiring at varying rates in
varying percentages including single-tenant mortgaged properties, during the
term of the related mortgage loans.
Even if vacated space is successfully relet, the costs associated with
reletting, including tenant improvements and leasing commissions, could be
substantial and could reduce cash flow from the mortgaged properties. Moreover,
if a tenant defaults in its obligations to a borrower, the borrower may incur
substantial costs and experience significant delays associated with enforcing
its rights and protecting its investment, including costs incurred in renovating
and reletting the related mortgaged property.
Additionally, in certain jurisdictions, if tenant leases are subordinated
to the liens created by the mortgage but do not contain attornment provisions
(provisions requiring the tenant to recognize as landlord under the lease a
successor owner following foreclosure), the tenants may terminate their leases
upon the transfer of the property to a foreclosing lender or purchaser at
foreclosure. Not all leases were reviewed to ascertain the existence of
attornment or subordination provisions. Accordingly, if a mortgaged property is
located in such a jurisdiction and is leased to one or more desirable tenants
under leases that are subordinate to the mortgage and do not contain attornment
provisions, such mortgaged property could experience a further decline in value
if such tenants' leases were terminated.
With respect to certain of the mortgage loans, the related borrower has
given to certain tenants or others an option to purchase, a right of first
refusal or a right of first offer to purchase all or a portion of the mortgaged
property in the event a sale is contemplated, and such right is not subordinate
to the related mortgage. This may impede the mortgagee's ability to sell the
related mortgaged property at foreclosure, or, upon foreclosure, this may affect
the value and/or marketability of the related mortgaged property.
If a lease is not subordinate to a mortgage, the trust will not possess
the right to dispossess the tenant upon foreclosure of the mortgaged property
(unless otherwise agreed to with the tenant). If the lease contains provisions
inconsistent with the mortgage (e.g., provisions relating to application of
insurance proceeds or condemnation awards) or which could affect the enforcement
of the lender's rights (e.g., a right of first refusal to purchase the
property), the provisions of the lease will take precedence over the provisions
of the mortgage.
TERRORIST ATTACKS AND MILITARY CONFLICTS MAY ADVERSELY AFFECT YOUR INVESTMENT
The terrorist attacks on the World Trade Center and the Pentagon on
September 11, 2001 suggest the possibility that large public areas such as
shopping malls or large office buildings could become the target of terrorist
attacks in the future. The occurrence or the possibility of such attacks could
(i) lead to damage to one or more of the mortgaged properties if any terrorist
attacks occur, (ii) result in higher costs for security and insurance premiums
or diminish the availability of insurance coverage for losses related to
terrorist attacks, particularly for large properties, which could adversely
affect the cash flow at those mortgaged properties, or (iii) impact leasing
patterns or shopping patterns, which could adversely impact leasing revenue,
mall traffic and percentage rent. As a result, the ability of the mortgaged
properties to generate cash flow may be adversely affected. See "--Property
Insurance" below.
Terrorist attacks in the United States, incidents of terrorism occurring
outside the United States and the military conflicts in Iraq and elsewhere may
continue to significantly reduce air travel throughout the United States, and,
therefore, continue to have a negative effect on revenues in areas heavily
dependent on tourism. The decrease in air travel may have a negative effect on
certain of the mortgaged properties located in areas heavily dependent on
tourism, which could reduce the ability of the affected mortgaged properties to
generate cash flow.
The United States continues to maintain a military presence in Iraq and
Afghanistan. It is uncertain what effect the activities of the United States in
Iraq, Afghanistan or any future conflict with any other country will have on
domestic and world financial markets, economies, real estate markets, insurance
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costs or business segments. Foreign or domestic conflict of any kind could have
an adverse effect on the performance of the mortgaged properties.
Accordingly, these disruptions, uncertainties and costs could materially
and adversely affect your investment in the certificates.
RISKS RELATING TO LOAN CONCENTRATIONS
The effect of mortgage pool loan losses will be more severe if the losses
relate to mortgage loans that account for a disproportionately large percentage
of the pool's aggregate principal balance. The table below presents information
regarding mortgage loans and related mortgage loan concentrations:
POOL OF MORTGAGE LOANS
AGGREGATE CUT-OFF % OF INITIAL
DATE BALANCE POOL BALANCE
------------------- --------------
Largest Single Mortgage Loan.................................. $ 215,500,000 5.5%
Largest 5 Mortgage Loans...................................... $ 887,000,000 22.7%
Largest 10 Mortgage Loans..................................... $ 1,406,860,898 36.1%
Largest Group of Crossed Loans................................ $ 41,000,000 1.1%
Largest Related-Borrower Concentration(1)..................... $ 269,000,000 6.9%
Next Largest Related-Borrower Concentration(1)................ $ 238,760,898 6.1%
_________________
(1) Excluding single mortgage loans.
LOAN GROUP 1
AGGREGATE CUT-OFF % OF INITIAL LOAN
DATE BALANCE GROUP 1 BALANCE
------------------- -----------------
Largest Single Mortgage Loan.................................. $ 215,500,000 6.0%
Largest 5 Mortgage Loans...................................... $ 876,255,976 24.4%
Largest 10 Mortgage Loans..................................... $ 1,347,860,898 37.6%
Largest Group of Crossed Loans................................ $ 41,000,000 1.1%
Largest Related-Borrower Concentration(1)..................... $ 269,000,000 7.5%
Next Largest Related-Borrower Concentration(1)................ $ 238,760,898 6.7%
___________________
(1) Excluding single mortgage loans.
LOAN GROUP 2
AGGREGATE CUT-OFF % OF INITIAL LOAN
DATE BALANCE GROUP 2 BALANCE
------------------- -----------------
Largest Single Mortgage Loan.................................. $ 140,000,000 44.9%
Largest 5 Mortgage Loans...................................... $ 227,870,000 73.1%
Largest 10 Mortgage Loans..................................... $ 270,078,895 86.6%
Largest Group of Crossed Loans................................ $ 20,600,000 6.6%
Largest Related-Borrower Concentration(1)..................... $ 43,032,000 13.8%
Next Largest Related-Borrower Concentration(1)................ $ 14,850,000 4.8%
__________________
(1) Excluding single mortgage loans.
Other than with respect to the largest 10 mortgage loans, each of the
other mortgage loans or group of cross-collateralized mortgage loans represents
no more than 2.1% of the aggregate principal balance of the pool of mortgage
loans as of the cut-off date. See "Top Ten Loan Summaries" on Annex B to this
prospectus supplement for more information on the largest 10 mortgage loans.
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Other than with respect to the two largest related borrower
concentrations, each of the other groups of mortgage loans with related
borrowers represents no more than 5.9% of the aggregate principal balance of the
pool of mortgage loans as of the cut-off date.
Each of the other mortgage loans or group of cross-collateralized mortgage
loans with related borrowers in loan group 1 represents no more than 6.4% of the
aggregate principal balance of the mortgage loans in loan group 1 as of the
cut-off date.
One (1) group of mortgage loans, comprised of nine (9) mortgage loans
secured by the mortgaged properties identified on Annex C-1 to this prospectus
supplement as Shoppes at Woodruff, Surfside Commons, East Towne Center,
Plantation Plaza, Sussex Plaza, Smithfield Plaza, River Bend Shops, East Town
Plaza and Taylorsville, one (1) group of mortgage loans, comprised of two (2)
mortgage loans secured by the mortgaged properties identified on Annex C-1 to
this prospectus supplement as Alderbrook Apartments and Summit Apartments, and
one (1) group of mortgage loans, comprised of two (2) mortgage loans secured by
the mortgaged properties identified on Annex C-1 to this prospectus supplement
as Village Portico and Brickell Marketplace, each, as a group, representing
approximately 1.1%, 0.5% and 0.3%, respectively, of the aggregate principal
balance of the pool of mortgage loans as of the cut-off date, are
cross-collateralized and cross-defaulted. Additionally, one (1) group of
mortgage loans, comprised of two (2) mortgage loans secured by the mortgage
properties identified on Annex C-1 to this prospectus supplement as East Broad
Street Retail (Large) and East Broad Street (Small), as a group, representing
approximately 0.3% of the aggregate principal balance of the pool of mortgage
loans as of the cut-off date, has a one-way cross-default whereby it is a
default under the East Broad Street Retail (Small) loan if an event of default
occurs under the East Broad Street Retail (Large) loan, but it is not a default
on the East Broad Street Retail (Large) loan if an event of default occurs under
the East Broad Street Retail (Small) loan.
A concentration of mortgage loans with the same borrower or related
borrowers also can pose increased risks. For example, if a borrower that owns or
controls several mortgaged properties (whether or not all of them secure
mortgage loans in the mortgage pool) experiences financial difficulty at one
mortgaged property, it could defer maintenance at another mortgaged property in
order to satisfy current expenses with respect to the first mortgaged property.
The borrower could also attempt to avert foreclosure by filing a bankruptcy
petition that might have the effect of interrupting debt service payments on the
mortgage loans in the mortgage pool (subject to the master servicer's and the
trustee's obligation to make advances for monthly payments) for an indefinite
period. In addition, mortgaged properties owned by the same borrower or related
borrowers are likely to have common management, common general partners and/or
managing members increasing the risk that financial or other difficulties
experienced by such related parties could have a greater impact on the pool of
mortgage loans.
The terms of certain of the mortgage loans require that the borrowers be
single-purpose entities and, in most cases, such borrowers' organizational
documents or the terms of the mortgage loans limit their activities to the
ownership of only the related mortgaged property or properties and limit the
borrowers' ability to incur additional indebtedness. Such provisions are
designed to mitigate the possibility that the borrower's financial condition
would be adversely impacted by factors unrelated to the mortgaged property and
the mortgage loan in the pool. However, we cannot assure you that such borrowers
will comply with such requirements. Furthermore, in many cases such borrowers
are not required to observe all covenants and conditions which typically are
required in order for such borrowers to be viewed under standard rating agency
criteria as "special purpose entities." See "Certain Legal Aspects of the
Mortgage Loans--Anti-Deficiency Legislation; Bankruptcy Laws" in the prospectus.
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A concentration of mortgaged property types can pose increased risks. A
concentration of mortgage loans secured by the same mortgaged property types can
increase the risk that a decline in a particular industry or business would have
a disproportionately large impact on the pool of mortgage loans. In that regard,
the following table lists the property type concentrations in excess of 5% of
the aggregate principal balance of the pool of mortgage loans as of the cut-off
date:
PROPERTY TYPE CONCENTRATIONS GREATER THAN 5%
POOL OF MORTGAGE LOANS
NUMBER OF
MORTGAGED AGGREGATE CUT-OFF % OF INITIAL
PROPERTY TYPE PROPERTIES DATE BALANCE POOL BALANCE
- -------------------------------------------------------------- ----------- ----------------- ------------
Office........................................................ 70 $ 1,451,443,431 37.2%
Retail........................................................ 116 1,222,272,796 31.3
Hospitality................................................... 46 619,964,692 15.9
Multifamily................................................... 27 307,212,863 7.9
Industrial.................................................... 36 217,055,951 5.6
----------- ----------------- ------------
Total......................................................... 295 $ 3,817,949,733 97.9%
=========== ================= ============
LOAN GROUP 1
NUMBER OF % OF INITIAL
MORTGAGED AGGREGATE CUT-OFF LOAN GROUP 1
PROPERTY TYPE PROPERTIES DATE BALANCE BALANCE
- -------------------------------------------------------------- ----------- ----------------- ------------
Office........................................................ 70 $ 1,451,443,431 40.4%
Retail........................................................ 116 1,222,272,796 34.1
Hospitality................................................... 46 619,964,692 17.3
Industrial.................................................... 36 217,055,951 6.0
----------- ----------------- ------------
Total......................................................... 268 $ 3,510,736,870 97.8%
=========== ================= ============
None of the mortgage loans in loan group 1 are secured by multifamily or
manufactured housing community properties and 98.5% of the mortgage loans in
loan group 2 are secured by multifamily properties.
RISKS RELATING TO ENFORCEABILITY OF CROSS-COLLATERALIZATION
As described above and on Annex C-1 to this prospectus supplement, one (1)
group comprised of nine (9) mortgage loans secured by the mortgaged properties
identified on Annex C-1 to this prospectus supplement as Shoppes at Woodruff,
Surfside Commons, East Towne Center, Plantation Plaza, Sussex Plaza, Smithfield
Plaza, River Bend Shops, East Town Plaza and Taylorsville, representing
approximately 0.3%, 0.1%, 0.1%, 0.1%, 0.1%, 0.1%, 0.1%, 0.1% and 0.1%,
respectively, and 1.1% in the aggregate of the aggregate principal balance of
the pool of mortgage loans as of the cut-off date, one (1) group comprised of
two (2) mortgage loans secured by the mortgaged properties identified on Annex
C-1 to this prospectus supplement as Alderbrook Apartments and Summit
Apartments, representing approximately 0.3% and 0.2%, respectively, and 0.5% in
the aggregate of the aggregate principal balance of the pool of mortgage loans
as of the cut-off date, and one (1) group of mortgage loans, comprised of two
(2) mortgage loans secured by the mortgaged properties identified on Annex C-1
to this prospectus supplement as Village Portico and Brickell Marketplace,
representing approximately 0.2% and 0.1%, respectively, and 0.3% in the
aggregate of the aggregate principal balance of the pool of mortgage loans as of
the cut-off date, are cross-collateralized and cross-defaulted.
Cross-collateralization arrangements may be terminated with respect to some
mortgage loan groups in certain circumstances under the terms of the related
mortgage loan documents. Cross-collateralization arrangements involving more
than one borrower could be challenged as fraudulent conveyances by creditors of
the related borrower in an action brought outside a bankruptcy case or, if the
borrower were to become a debtor in a bankruptcy case, by the borrower's
representative.
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A lien granted by such a borrower entity could be avoided if a court were
to determine that:
o such borrower was insolvent when it granted the lien, was rendered
insolvent by the granting of the lien, was left with inadequate
capital when it allowed its mortgaged property or properties to be
encumbered by a lien securing the entire indebtedness or was not
able to pay its debts as they matured after the lien was granted;
and
o such borrower did not receive fair consideration or reasonably
equivalent value when it allowed its mortgaged property or
properties to be encumbered by a lien securing the entire
indebtedness.
Among other things, a legal challenge to the granting of the liens may
focus on the benefits realized by such borrower from the respective mortgage
loan proceeds, as well as the overall cross-collateralization. If a court were
to conclude that the granting of the liens was an avoidable fraudulent
conveyance, that court could:
o subordinate all or part of the pertinent mortgage loan to existing
or future indebtedness of that borrower;
o recover payments made under that mortgage loan; or
o take other actions detrimental to the holders of the certificates,
including, under certain circumstances, invalidating the mortgage
loan or the mortgages securing such cross-collateralization.
THE BORROWER'S FORM OF ENTITY MAY CAUSE SPECIAL RISKS
Most of the borrowers are legal entities rather than individuals. Mortgage
loans made to legal entities may entail risks of loss greater than those of
mortgage loans made to individuals. For example, a legal entity, as opposed to
an individual, may be more inclined to seek legal protection from its creditors
under the bankruptcy laws. Unlike individuals involved in bankruptcies, most of
the entities generally do not have personal assets and creditworthiness at
stake. The terms of the mortgage loans generally, but not in all cases, require
that the borrowers covenant to be single-purpose entities although in many cases
the borrowers are not required to observe all covenants and conditions which
typically are required in order for them to be viewed under standard rating
agency criteria as "special purpose entities." In general, borrowers'
organizational documents or the terms of the mortgage loans limit their
activities to the ownership of only the related mortgaged property or properties
and limit the borrowers' ability to incur additional indebtedness. These
provisions are designed to mitigate the possibility that the borrowers'
financial condition would be adversely impacted by factors unrelated to the
mortgaged property and the mortgage loan in the pool. However, we cannot assure
you that the related borrowers will comply with these requirements. Also,
although a borrower may currently be a single purpose entity, in certain cases
the borrowers were not originally single purpose entities, but at origination
their organizational documents were amended. That borrower may have previously
owned property other than the related mortgaged property and may not have
observed all covenants that typically are required to consider a borrower a
"single purpose entity." The bankruptcy of a borrower, or a general partner or
managing member of a borrower, may impair the ability of the lender to enforce
its rights and remedies under the related mortgage. Borrowers that are not
special purpose entities structured to limit the possibility of becoming
insolvent or bankrupt may be more likely to become insolvent or the subject of a
voluntary or involuntary bankruptcy proceeding because such borrowers may be:
o operating entities with business distinct from the operation of the
mortgaged property with the associated liabilities and risks of
operating an ongoing business; or
o individuals that have personal liabilities unrelated to the
mortgaged property.
However, any borrower, even a special purpose entity structured to be
bankruptcy-remote, as an owner of real estate, will be subject to certain
potential liabilities and risks. We cannot assure you that any borrower will not
file for bankruptcy protection or that creditors of a borrower or a corporate or
S-43
individual general partner or managing member of a borrower will not initiate a
bankruptcy or similar proceeding against such borrower or corporate or
individual general partner or managing member.
Furthermore, with respect to any affiliated borrowers, creditors of a
common parent in bankruptcy may seek to consolidate the assets of such borrowers
with those of the parent. Consolidation of the assets of such borrowers would
likely have an adverse effect on the funds available to make distributions on
your certificates, and may lead to a downgrade, withdrawal or qualification of
the ratings of your certificates. See "Certain Legal Aspects of the Mortgage
Loans--Anti-Deficiency Legislation; Bankruptcy Laws" in the prospectus.
TENANCIES IN COMMON MAY HINDER RECOVERY
Sixteen (16) mortgage loans, collectively representing approximately 6.1%
of the aggregate principal balance of the pool of mortgage loans (as identified
on Annex C-1 to this prospectus supplement), have borrowers that own the related
mortgaged properties as tenants-in-common. In general, with respect to a
tenant-in-common ownership structure, each tenant-in-common owns an undivided
share in the property and if such tenant-in-common desires to sell its interest
in the property (and is unable to find a buyer or otherwise needs to force a
partition) the tenant-in-common has the ability to request that a court order a
sale of the property and distribute the proceeds to each tenant-in-common
proportionally. As a result, if a tenant-in-common that has not waived its right
of partition or similar right exercises a right of partition, the related
mortgage loan may be subject to prepayment. The bankruptcy, dissolution or
action for partition by one or more of the tenants-in-common could result in an
early repayment of the related mortgage loan, significant delay in recovery
against the tenant-in-common borrowers, particularly if the tenant-in-common
borrowers file for bankruptcy separately or in series (because each time a
tenant-in-common borrower files for bankruptcy, the bankruptcy court stay will
be reinstated), a material impairment in property management and a substantial
decrease in the amount recoverable upon the related mortgage loan. Not all
tenants-in-common for the mortgage loans are special purpose entities. Each
related tenant-in-common borrower waived its right to partition, reducing the
risk of partition. However, there can be no assurance that, if challenged, this
waiver would be enforceable. In addition, in some cases, the related mortgage
loan documents provide for full recourse (or in an amount equal to its pro rata
share of the debt) to the related tenant-in-common borrower or the guarantor if
a tenant-in-common files for partition.
CONDOMINIUM OWNERSHIP MAY LIMIT USE AND IMPROVEMENTS
With respect to certain of the mortgage loans, the related mortgaged
property consists of the borrower's interest in commercial condominium interests
in buildings and/or other improvements, and related interests in the common
areas and the related voting rights in the condominium association.
In the case of condominiums, a board of managers generally has discretion
to make decisions affecting the condominium and there may be no assurance that
the related borrower will have any control over decisions made by the related
board of managers. Decisions made by that board of managers, including regarding
assessments to be paid by the unit owners, insurance to be maintained on the
condominium and many other decisions affecting the maintenance of that
condominium, may have an adverse impact on the mortgage loans that are secured
by condominium interests. We cannot assure you that the related board of
managers will always act in the best interests of the borrower under those
mortgage loans. Further, due to the nature of condominiums, a default on the
part of the borrower will not allow the applicable special servicer the same
flexibility in realizing on the collateral as is generally available with
respect to commercial properties that are not condominiums. The rights of other
unit owners, the documents governing the management of the condominium units and
the state and local laws applicable to condominium units must be considered. In
addition, in the event of a casualty with respect to a mortgaged property which
consists of a condominium interest, due to the possible existence of multiple
loss payees on any insurance policy covering the mortgaged property, there could
be a delay in the allocation of related insurance proceeds, if any.
Consequently, servicing and realizing upon a condominium property could subject
you to a greater delay, expense and risk than with respect to a mortgage loan
secured by a commercial property that is not a condominium.
S-44
Four (4) of the mortgage loans secured by mortgaged properties identified
on Annex C-1 to this prospectus supplement as JQH Hotel Portfolio B3 (with
respect to the Montgomery Embassy Suites property), Independence Market Place,
the Shaner Hotel Portfolio (with respect to the Marriott-Chattanooga property)
and Wise Group MOB, representing approximately 1.4%, 0.7%, 0.6% and 0.1% of the
aggregate principal balance of the pool of mortgage loans as of the cut-off
date, respectively, are secured, in certain cases, in part, by the related
borrower's interest in one or more units in a condominium. With respect to all
such mortgage loans, except for the mortgage loan secured by the mortgaged
property identified on Annex C-1 to this prospectus supplement as Wise Group
MOB, the borrower generally controls the appointment and voting of the
condominium board.
With respect to one (1) mortgage loan secured by the mortgaged property
identified on Annex C-1 to this prospectus supplement as The Pavilion,
representing approximately 0.8% of the aggregate balance of the pool of mortgage
loans as of the cut-off date, the borrower has the right to convert the
mortgaged property to condominiums in the future.
RETAIL PROPERTIES HAVE SPECIAL RISKS
One hundred and sixteen (116) retail properties secure, in whole or in
part, seventy-four (74) mortgage loans representing approximately 31.3% of the
aggregate principal balance of the pool of mortgage loans as of the cut-off date
by allocated loan amount.
The quality and success of a retail property's tenants significantly
affect the property's value and the related borrower's ability to refinance such
property. For example, if the sales revenues of retail tenants were to decline,
rents tied to a percentage of gross sales revenues may decline and those tenants
may be unable to pay their rent or other occupancy costs.
The presence or absence of an "anchor tenant" or a "shadow anchor" in or
near a shopping center also can be important because anchors play a key role in
generating customer traffic and making a center desirable for other tenants. An
"anchor tenant" is located on the related mortgaged property, usually
proportionately larger in size than most other tenants in the mortgaged property
and is vital in attracting customers to a retail property. A "shadow anchor" is
usually proportionally larger in size than most tenants in the mortgaged
property, is important in attracting customers to a retail property and is
located sufficiently close and convenient to the mortgaged property so as to
influence and attract potential customers, but is not located on the mortgaged
property. The economic performance of an anchored or shadow anchored retail
property will consequently be adversely affected by:
o an anchor tenant's or shadow anchor tenant's failure to renew its
lease;
o termination of an anchor tenant's or shadow anchor tenant's lease;
or if the anchor tenant or shadow anchor tenant owns its own site, a
decision to vacate;
o the bankruptcy or economic decline of an anchor tenant, shadow
anchor or self-owned anchor; or
o the cessation of the business of an anchor tenant, a shadow anchor
tenant or of a self-owned anchor (notwithstanding its continued
payment of rent).
Fifty-four (54) of the mortgaged properties, securing mortgage loans
representing approximately 26.3% of the aggregate principal balance of the pool
of mortgage loans as of the cut-off date, are retail properties that are
considered by the applicable loan seller to have an "anchor tenant." Fifty-two
(52) of the mortgaged properties, securing mortgage loans representing
approximately 4.2% of the aggregate principal balance of the pool of mortgage
loans as of the cut-off date, are retail properties that are considered by the
applicable loan seller to be "shadow anchored." One (1) of the mortgaged
properties, securing mortgage loans representing approximately 0.2% of the
aggregate principal balance of the pool of mortgage loans as of the cut-off
date, are retail properties that are considered by the applicable loan seller to
be "unanchored."
If anchor stores in a mortgaged property were to close, the related
borrower may be unable to replace those anchors in a timely manner or without
suffering adverse economic consequences. Certain of the
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tenants or anchor stores of the retail properties may have co-tenancy clauses
and/or operating covenants in their leases or operating agreements which permit
those tenants or anchor stores to cease operating under certain conditions
including without limitation certain other stores not being open for business at
the mortgaged property, certain "shadow anchors" not being open for business or
a subject store not meeting the minimum sales requirement under its lease. In
addition, in the event that a "shadow anchor" fails to renew its lease,
terminates its lease or otherwise ceases to conduct business within a close
proximity to the mortgaged property, customer traffic at the mortgaged property
may be substantially reduced. We cannot assure you the tenant will not terminate
its lease or that a replacement tenant will be found. We cannot assure you that
such space will be occupied or that the related mortgaged property will not
suffer adverse economic consequences.
Retail properties also face competition from sources outside a given real
estate market. For example, all of the following compete with more traditional
retail properties for consumer dollars: factory outlet centers, discount
shopping centers and clubs, catalogue retailers, home shopping networks,
internet websites, and telemarketing. Continued growth of these alternative
retail outlets (which often have lower operating costs) could adversely affect
the rents collectible at the retail properties included in the pool of mortgage
loans, as well as the income from, and market value of, the mortgaged properties
and the related borrower's ability to refinance such property. Moreover,
additional competing retail properties may be built in the areas where the
retail properties are located.
Certain tenants at certain of the mortgaged properties are paying rent but
not physically occupying the leased space or have signed leases but have not
commenced rent payments.
Certain of the retail mortgaged properties, including the mortgaged
properties identified on Annex C-1 to this prospectus supplement as Northlake
Mall, EPR-Hamilton, EPR-Deer Valley, EPR-Boise, EPR-Pompano, EPR-Little Rock,
EPR-Raleigh and Manchester Parkade, representing approximately 8.0% of the
aggregate principal balance of the pool of mortgage loans as of the cut-off
date, have theaters as part of the mortgaged property, although the theater
parcel at Manchester Parkade may be released without consideration. Properties
with theater tenants are exposed to certain unique risks. Aspects of building
site design and adaptability affect the value of a theater. In addition,
decreasing attendance at a theater could adversely affect revenue of the
theater, which may, in turn, cause the tenant to experience financial
difficulties, resulting in downgrades in their credit ratings and, in certain
cases, bankruptcy filings. See "--Tenant Bankruptcy Entails Risks" above. In
addition, because of unique construction requirements of theaters, any vacant
theater space would not easily be converted to other uses.
OFFICE PROPERTIES HAVE SPECIAL RISKS
Seventy (70) office properties secure, in whole or in part, fifty-eight
(58) of the mortgage loans representing approximately 37.2% of the aggregate
principal balance of the pool of mortgage loans as of the cut-off date by
allocated loan amount.
A large number of factors may adversely affect the value of office
properties, including:
o the quality of an office building's tenants;
o an economic decline in the business operated by the tenant;
o the physical attributes of the building in relation to competing
buildings (e.g., age, condition, design, appearance, access to
transportation and ability to offer certain amenities, such as
sophisticated building systems and/or business wiring requirements);
o the physical attributes of the building with respect to the
technological needs of the tenants, including the adaptability of
the building to changes in the technological needs of the tenants;
o the diversity of an office building's tenants (or reliance on a
single or dominant tenant);
S-46
o an adverse change in population, patterns of telecommuting or
sharing of office space, and employment growth (which creates demand
for office space);
o the desirability of the area as a business location;
o the strength and nature of the local economy, including labor costs
and quality, tax environment and quality of life for employees; and
o in the case of medical office properties, the performance of a
medical office property may depend on (a) the proximity of such
property to a hospital or other health care establishment and (b)
reimbursements for patient fees from private or government-sponsored
insurers. Issues related to reimbursement (ranging from non-payment
to delays in payment) from such insurers could adversely impact cash
flow at such mortgaged property.
Moreover, the cost of refitting office space for a new tenant is often
higher than the cost of refitting other types of properties for new tenants. See
"--Risks Relating to Loan Concentrations" above.
HOSPITALITY PROPERTIES HAVE SPECIAL RISKS
Forty-six (46) hospitality properties secure, in whole or in part,
thirteen (13) mortgage loans representing approximately 15.9% of the aggregate
principal balance of the pool of mortgage loans as of the cut-off date by
allocated loan amount.
Various factors may adversely affect the economic performance of a
hospitality property, including:
o adverse economic and social conditions, either local, regional or
national (which may limit the amount that can be charged for a room
and reduce occupancy levels);
o the presence or construction of competing hotels or resorts;
o continuing expenditures for modernizing, refurbishing and
maintaining existing facilities prior to the expiration of their
anticipated useful lives;
o a deterioration in the financial strength or managerial capabilities
of the owner or operator of a hospitality property; and
o changes in travel patterns caused by changes in access, energy
prices, strikes, relocation of highways, the construction of
additional highways, concerns about travel safety and other factors.
Because hotel rooms are generally rented for short periods of time, the
financial performance of hospitality properties tends to be affected by adverse
economic conditions and competition more quickly than other commercial
properties. Additionally, as a result of high operating costs, relatively small
decreases in revenue can cause significant stress on a property's cash flow.
Furthermore, the terrorist attacks in the United States in September 2001 and
the potential for future terrorist attacks may have adversely affected the
occupancy rates and, accordingly, the financial performance of hospitality
properties. See "--Terrorist Attacks and Military Conflicts May Adversely Affect
Your Investment" above.
Moreover, the hospitality and lodging industry is generally seasonal in
nature and different seasons affect different hotels differently depending on
type and location. This seasonality can be expected to cause periodic
fluctuations in a hospitality property's room and restaurant revenues, occupancy
levels, room rates and operating expenses.
The liquor licenses for most of the hotel mortgaged properties are held by
affiliates of the borrowers, unaffiliated managers or operating lessees. The
laws and regulations relating to liquor licenses generally prohibit the transfer
of such licenses to any person. In the event of a foreclosure of a hotel
property that holds a liquor license, the trustee or a purchaser in a
foreclosure sale would likely have to apply for a new license, which might not
be granted or might be granted only after a delay that could be significant.
There can be no assurance that a new license could be obtained promptly or at
all. The lack of a liquor license
S-47
in a full-service hotel could have an adverse impact on the revenue from the
related mortgaged property or on the hotel's occupancy rate.
RISKS RELATING TO AFFILIATION WITH A FRANCHISE OR HOTEL MANAGEMENT COMPANY
Forty-two (42) of the hospitality properties that secure mortgage loans,
representing approximately 15.3% of the aggregate principal balance of the pool
of mortgage loans as of the cut-off date, are affiliated with a franchise or
hotel management company through a franchise or management agreement. The
performance of a hospitality property affiliated with a franchise or hotel
management company depends in part on:
o the continued existence and financial strength of the franchisor or
hotel management company;
o the public perception of the franchise or hotel chain service mark;
and
o the duration of the franchise licensing or management agreements.
The continuation of a franchise agreement or management agreement is
subject to specified operating standards and other terms and conditions set
forth in such agreements. The failure of a borrower to maintain such standards
or adhere to other applicable terms and conditions could result in the loss or
cancellation of their rights under the franchise agreement or management
agreement. There can be no assurance that a replacement franchise could be
obtained in the event of termination. In addition, replacement franchises may
require significantly higher fees as well as the investment of capital to bring
the hotel into compliance with the requirements of the replacement franchisor.
Any provision in a franchise agreement or management agreement providing for
termination because of a bankruptcy of a franchisor or manager generally will
not be enforceable.
The transferability of franchise license agreements is restricted. In the
event of a foreclosure, the lender or its agent would not have the right to use
the franchise license without the franchisor's consent. Conversely, in the case
of certain mortgage loans, the lender may be unable to remove a franchisor or a
hotel management company that it desires to replace following a foreclosure.
MULTIFAMILY PROPERTIES HAVE SPECIAL RISKS
Twenty-seven (27) multifamily properties secure, in whole or in part,
eighteen (18) mortgage loans representing approximately 7.9% of the aggregate
principal balance of the pool of mortgage loans as of the cut-off date by
allocated loan amount. All of the mortgaged properties that are multifamily
properties are in loan group 2. A large number of factors may adversely affect
the value and successful operation of a multifamily property, including:
o the physical attributes of the apartment building such as its age,
condition, design, appearance, access to transportation and
construction quality;
o the location of the property, for example, a change in the
neighborhood over time;
o the ability of management to provide adequate maintenance and
insurance;
o the types of services or amenities that the property provides;
o the property's reputation;
o the level of mortgage interest rates, which may encourage tenants to
purchase rather than lease housing;
o the presence of competing properties;
o the tenant mix, such as the tenant population being predominantly
students or being heavily dependent on workers from a particular
business or personnel from a local military base;
S-48
o certain of these mortgaged properties may be student housing
facilities or leased primarily to students, which may be more
susceptible to damage or wear and tear than other types of
multifamily housing, the reliance on the financial well-being of the
college or university to which it relates, competition from
on-campus housing units, which may adversely affect occupancy, the
physical layout of the housing, which may not be readily convertible
to traditional multifamily use, and that student tenants have a
higher turnover rate than other types of multifamily tenants, which
in certain cases is compounded by the fact that student leases are
available for periods of less than 12 months;
o dependence upon governmental programs that provide rent subsidies to
tenants pursuant to tenant voucher programs, which vouchers may be
used at other properties and influence tenant mobility;
o adverse local or national economic conditions, which may limit the
amount of rent that may be charged and may result in a reduction of
timely rent payments or a reduction in occupancy levels; and state
and local regulations, which may affect the building owner's ability
to increase rent to market rent for an equivalent apartment;
o state and local regulations, which may affect the building owner's
ability to increase rent to market rent for an equivalent apartment;
and
o government assistance/rent subsidy programs.
Certain states regulate the relationship of an owner and its tenants.
Commonly, these laws require a written lease, good cause for eviction,
disclosure of fees, and notification to residents of changed land use, while
prohibiting unreasonable rules, retaliatory evictions, and restrictions on a
resident's choice of unit vendors. Apartment building owners have been the
subject of suits under state "Unfair and Deceptive Practices Acts" and other
general consumer protection statutes for coercive, abusive or unconscionable
leasing and sales practices. A few states offer more significant protection. For
example, there are provisions that limit the bases on which a landlord may
terminate a tenancy or increase its rent or prohibit a landlord from terminating
a tenancy solely by reason of the sale of the owner's building.
In addition to state regulation of the landlord-tenant relationship,
numerous counties and municipalities impose rent control on apartment buildings.
These ordinances may limit rent increases to fixed percentages, to percentages
of increases in the consumer price index, to increases set or approved by a
governmental agency, or to increases determined through mediation or binding
arbitration. Any limitations on a borrower's ability to raise property rents may
impair such borrower's ability to repay its multifamily loan from its net
operating income or the proceeds of a sale or refinancing of the related
multifamily property.
Certain of the mortgage loans are secured or may be secured in the future
by mortgaged properties that are subject to certain affordable housing covenants
and other covenants and restrictions with respect to various tax credit, city,
state and federal housing subsidies, rent stabilization or similar programs, in
respect of various units within the mortgaged properties. The limitations and
restrictions imposed by these programs could result in losses on the mortgage
loans. In addition, in the event that the program is cancelled, it could result
in less income for the project. These programs may include, among others:
o rent limitations that would adversely affect the ability of borrower
to increase rents to maintain the condition of their mortgaged
properties and satisfy operating expense; and
o tenant income restrictions that may reduce the number of eligible
tenants in those mortgaged properties and result in a reduction in
occupancy rates.
For example, six (6) of the mortgage loans secured by the mortgaged
properties identified on Annex C-1 to this prospectus supplement as Alderbrook
Apartments, Hillmoor Apartments, Summit Apartments, Aspen Court, Hillwood
Apartments and Sabal Palms, representing approximately 0.3%, 0.3%, 0.2%, 0.1%,
0.1% and 0.1%, respectively, of the aggregate principal balance of the pool of
mortgage loans as of
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the cut-off date, have received low income housing tax credits with respect to
various units within the mortgaged property pursuant to Section 42 of the
Internal Revenue Code.
Also, for example, with respect to one (1) mortgage loan secured by a
portfolio of nine (9) mortgaged properties identified on Annex C-1 to this
prospectus supplement as Maryland Multifamily Portfolio, representing
approximately 3.6% of the aggregate principal balance of the pool of mortgage
loans as of the cut-off date, 12.6% of the units have tenants that rely on rent
subsidies under various government-funded programs, including the Section 8
Tenant-Based Assistance Rental Certificate Program of the United States
Department of Housing and Urban Development.
Two (2) of the mortgage loans secured by the mortgaged properties
identified on Annex C-1 to this prospectus supplement as Wellington Park
Apartments and Pine Oak Apartments, representing approximately 0.2% and 0.2%,
respectively, of the aggregate principal balance of the pool of mortgage loans
as of the cut-off date, have 91 units and 84 units, respectively, set aside for
low income tenants under a land use restriction agreement.
The difference in rents between subsidized or supported properties and
other multifamily rental properties in the same area may not be a sufficient
economic incentive for some eligible tenants to reside at a subsidized or
supported property that may have fewer amenities or be less attractive as a
residence. As a result, occupancy levels at a subsidized or supported property
may decline, which may adversely affect the value and successful operation of
such property.
LACK OF SKILLFUL PROPERTY MANAGEMENT ENTAILS RISKS
The successful operation of a real estate project depends upon the
property manager's performance and viability. The property manager is
responsible for:
o responding to changes in the local market;
o planning and implementing the rental structure;
o operating the property and providing building services;
o managing operating expenses; and
o assuring that maintenance and capital improvements are carried out
in a timely fashion.
Properties deriving revenues primarily from short-term sources, such as
short-term or month-to-month leases, are generally more management intensive
than properties leased to creditworthy tenants under long-term leases.
We make no representation or warranty as to the skills of any present or
future managers. In many cases, the property manager is an affiliate of the
borrower and may not manage properties for non-affiliates. Additionally, we
cannot assure you that the property managers will be in a financial condition to
fulfill their management responsibilities throughout the terms of their
respective management agreements.
RISKS RELATING TO PREPAYMENTS AND REPURCHASES
The yield to maturity on your certificates will depend, in significant
part, upon the rate and timing of principal payments on the mortgage loans. For
this purpose, principal payments include both voluntary prepayments, if
permitted, and involuntary prepayments, such as prepayments resulting from
casualty or condemnation, defaults and liquidations or repurchases upon breaches
of representations and warranties or purchases of a companion holder or
mezzanine holder pursuant to a purchase option or purchases relating to a fair
value purchase option. See "The Pooling and Servicing Agreement--Servicing of
the Whole Loans" and "--Servicing of the Mortgage Loans" in this prospectus
supplement.
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In addition, because the amount of principal that will be distributed to
the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4 and Class A-1A
certificates will generally be based upon the particular loan group in which the
related mortgage loan is deemed to be a part, the yield on the Class A-1, Class
A-2, Class A-3, Class A-AB and Class A-4 certificates will be particularly
sensitive to prepayments on mortgage loans in loan group 1 and the yield on the
Class A-1A certificates will be particularly sensitive to prepayments on
mortgage loans in loan group 2.
The yield on each class of certificates with a pass-through rate that is
limited by the weighted average of the net interest rates could, and in the case
of any classes of certificates with a pass-through rate that is based on or
equal to the weighted average of the net interest rates, will be adversely
affected if mortgage loans with higher interest rates pay faster than the
mortgage loans with lower interest rates. The pass through rates on those
classes of certificates may be limited by the weighted average of the net
interest rates on the mortgage loans even if principal prepayments do not occur.
The investment performance of your certificates may vary materially and
adversely from your expectations if the actual rate of prepayment on the
mortgage loans is higher or lower than you anticipate.
Any changes in the weighted average lives of your certificates may
adversely affect your yield. Prepayments resulting in a shortening of weighted
average lives of your certificates may be made at a time of low interest rates
when you may be unable to reinvest the resulting payment of principal on your
certificates at a rate comparable to the effective yield anticipated by you in
making your investment in the certificates, while delays and extensions
resulting in a lengthening of those weighted average lives may occur at a time
of high interest rates when you may have been able to reinvest principal
payments that would otherwise have been received by you at higher rates.
Although all of the mortgage loans have prepayment protection in the form
of defeasance provisions or yield maintenance provisions, we cannot assure you
that the related borrowers will refrain from prepaying their mortgage loans due
to the existence of yield maintenance charges or that involuntary prepayments
will not occur. Voluntary prepayments, if permitted, generally require the
payment of a yield maintenance charge or a prepayment premium unless the
mortgage loan is prepaid within a specified period (ranging from approximately 2
to 12 months) prior to the stated maturity date. See "Description of the
Mortgage Pool" in this prospectus supplement. In any case, we cannot assure you
that the related borrowers will refrain from prepaying their mortgage loans due
to the existence of yield maintenance charges or prepayment premiums or that
involuntary prepayments will not occur.
With respect to eleven (11) mortgage loans secured by the mortgaged
properties identified on Annex C-1 to this prospectus supplement as The
Watergate, Independence Market Place, Santa Clarita Marketplace, Sawmill Square
Shopping Center, Sunset Plaza, East Broad Street Large Retail, Shoppes at Rita
Ranch, Acoma Drive Office Building, East Broad Street Small, Fry's at the
Islands and Southshore Industrial Center, representing approximately 1.8%, 0.7%,
0.3%, 0.3%, 0.2%, 0.2%, 0.2%, 0.1%, 0.1%, 0.1% and 0.1%, respectively, of the
aggregate principal balance of the pool of mortgage loans as of the cut-off
date, each have earnout escrows that were established at origination in amounts
equal to $1,851,000, $2,500,000, $3,300,000, $450,000, $220,000, $1,224,000,
$1,050,000, $875,000, $235,000, $500,000 and $545,000, respectively. If certain
conditions are not met pursuant to the respective loan documentation then all or
part of the earnout escrow amounts may be used to prepay the related mortgage
loan. For more detail on these earnout escrows, see Annex A to this prospectus
supplement.
Additionally, certain mortgage loans may provide that in the event of the
exercise of a purchase option by a tenant, that the related mortgage loans may
be prepaid in part prior to the expiration of a defeasance lock-out provision.
See "Description of the Mortgage Pool--Additional Indebtedness--Partial
Releases" in this prospectus supplement.
The rate at which voluntary prepayments occur on the mortgage loans will
be affected by a variety of factors, including:
o the terms of the mortgage loans;
o the length of any prepayment lockout period;
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o the level of prevailing interest rates;
o the availability of mortgage credit;
o the applicable yield maintenance charges;
o the master servicer's or special servicer's ability to enforce those
charges or premiums;
o the failure to meet certain requirements for the release of escrows;
o the occurrence of casualties or natural disasters; and
o economic, demographic, tax, legal or other factors.
Generally, no yield maintenance charge will be required for prepayments in
connection with a casualty or condemnation unless, in the case of most of the
mortgage loans, an event of default has occurred and is continuing. We cannot
assure you that the obligation to pay any yield maintenance charge or prepayment
premium will be enforceable. See "--Risks Relating to Enforceability of Yield
Maintenance Charges, Prepayment Premiums or Defeasance Provisions" above. In
addition, certain of the mortgage loans permit the related borrower, after a
total or partial casualty or partial condemnation, to prepay the remaining
principal balance of the mortgage loan (after application of the related
insurance proceeds or condemnation award to pay the principal balance of the
mortgage loan), which may not be accompanied by any prepayment consideration.
Certain shortfalls in interest as a result of involuntary prepayments may
reduce the available distribution amount. In addition, if a loan seller
repurchases any mortgage loan from the trust due to breaches of representations
or warranties or document defects, the repurchase price paid will be passed
through to the holders of the certificates with the same effect as if the
mortgage loan had been prepaid in part or in full, and no yield maintenance
charge would be payable. Additionally, mezzanine lenders and holders of
subordinate companion loans may have the option to purchase the related mortgage
loan after certain defaults, and the purchase price may not include any yield
maintenance payments or prepayment charges. A repurchase or the exercise of a
purchase option may adversely affect the yield to maturity on your certificates.
In addition, if the breach or defect relates to a mortgage loan jointly sold by
Commerzbank AG, New York Branch, and Goldman Sachs Mortgage Company, each of
Commerzbank AG, New York Branch, and Goldman Sachs Mortgage Company will be
obligated to take those remedial actions only with respect to the portion of the
mortgage loan jointly sold by it. Therefore, it is possible that under certain
circumstances only one of Commerzbank AG, New York Branch, or Goldman Sachs
Mortgage Company will repurchase or otherwise comply with any repurchase
obligations. In this respect, see "Description of the Mortgage
Pool--Representations and Warranties" and "The Pooling and Servicing
Agreement--Realization Upon Mortgage Loans" in this prospectus supplement.
Certain of the mortgage loans are secured in part by letters of credit
and/or cash reserves that in each such case:
(i) will be released to the related borrower upon satisfaction by the
related borrower of certain performance related conditions, which
may include, in some cases, meeting debt service coverage ratio
levels and/or satisfying leasing conditions; and
(ii) if not so released, may, at the discretion of the lender, prior to
loan maturity (or earlier loan default or loan acceleration), be
drawn on and/or applied to prepay the subject mortgage loan if such
performance related conditions are not satisfied within specified
time periods.
In addition, with respect to certain of the mortgage loans, if the
borrower does not satisfy the performance conditions and does not qualify for
the release of the related cash reserve, the reserve, less, in some cases, a
yield maintenance charge or prepayment premium, will be applied against the
principal balance of the mortgage loan and the remaining unpaid balance of the
mortgage loan may be re-amortized over the remaining amortization term. For more
detail with respect to such mortgage loans, see Annex A to this prospectus
supplement.
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MORTGAGE LOANS ARE NONRECOURSE AND ARE NOT INSURED OR GUARANTEED
The mortgage loans are not insured or guaranteed by any person or entity,
governmental or otherwise.
Investors should treat each mortgage loan as a nonrecourse loan. If a
default occurs, recourse generally may be had only against the specific
properties and other assets that have been pledged to secure the loan.
Consequently, payment prior to maturity is dependent primarily on the
sufficiency of the net operating income of the mortgaged property. Payment at
maturity is primarily dependent upon the market value of the mortgaged property
or the borrower's ability to refinance the mortgaged property.
RISKS OF DIFFERENT TIMING OF MORTGAGE LOAN AMORTIZATION
As mortgage loans pay down or properties are released, the remaining
mortgage loans may face a higher risk with respect to the diversity of property
types and property characteristics and with respect to the number of borrowers.
See the tables entitled "Distribution of Remaining Term to Maturity" in
Annex A to this prospectus supplement for a description of the maturity dates of
the mortgage loans. Because principal on the offered certificates is payable in
sequential order, and a class receives principal only after the preceding class
or classes have been paid in full, classes that have a lower sequential priority
are more likely to face the risk of concentration discussed under "--Risks
Relating to Loan Concentrations" above than classes with a higher sequential
priority.
BANKRUPTCY PROCEEDINGS ENTAIL CERTAIN RISKS
Under federal bankruptcy law, the filing of a petition in bankruptcy by or
against a borrower will stay the sale of the mortgaged property owned by that
borrower, as well as the commencement or continuation of a foreclosure action.
In addition, even if a court determines that the value of the mortgaged property
is less than the principal balance of the mortgage loan it secures, the court
may prevent a lender from foreclosing on the mortgaged property subject to
certain protection available to lender. As part of a restructuring plan, a court
may reduce the amount of secured indebtedness to the then-current value of the
mortgaged property, which would make the lender a general unsecured creditor for
the difference between the then-current value and the amount of its outstanding
mortgage indebtedness. A bankruptcy court also may: (1) grant a debtor a
reasonable time to cure a payment default on a mortgage loan; (2) reduce
periodic monthly payments due under a mortgage loan; (3) change the rate of
interest due on a mortgage loan; or (4) otherwise alter the mortgage loan's
repayment schedule.
Moreover, the filing of a petition in bankruptcy by, or on behalf of, a
junior lienholder may stay the senior lienholder from taking action to foreclose
out the junior lien. Certain of the borrowers or their affiliates have
subordinate debt secured by the related mortgaged properties. See "--Other
Financings" below. Additionally, the borrower's trustee or the borrower, as
debtor-in-possession, has certain special powers to avoid, subordinate or
disallow debts. In certain circumstances, the claims of the trustee may be
subordinated to financing obtained by a debtor-in-possession subsequent to its
bankruptcy.
Under federal bankruptcy law, a lender will be stayed from enforcing a
borrower's assignment of rents and leases. Federal bankruptcy law also may
interfere with the master servicer's or special servicer's ability to enforce
lockbox requirements. The legal proceedings necessary to resolve these issues
can be time consuming and costly and may significantly delay or diminish the
receipt of rents. Rents also may escape an assignment to the extent they are
used by the borrower to maintain the mortgaged property or for other court
authorized expenses.
Additionally, pursuant to subordination or intercreditor agreements for
certain of the mortgage loans, the subordinate lenders may have agreed that they
will not take any direct actions with respect to the related subordinated debt,
including any actions relating to the bankruptcy of the borrower, and that the
holder of the mortgage loan will have all rights to direct all such actions.
There can be no assurance that
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in the event of the borrower's bankruptcy, a court will enforce such
restrictions against a subordinated lender.
In its decision in In re 203 North LaSalle Street Partnership, 246 B.R.
325 (Bankr. N.D. Ill. March 10, 2000), the United States Bankruptcy Court for
the Northern District of Illinois refused to enforce a provision of a
subordination agreement that allowed a first mortgagee to vote a second
mortgagee's claim with respect to a Chapter 11 reorganization plan on the
grounds that pre-bankruptcy contracts cannot override rights expressly provided
by the Bankruptcy Code. This holding, which one court has already followed,
potentially limits the ability of a senior lender to accept or reject a
reorganization plan or to control the enforcement of remedies against a common
borrower over a subordinated lender's objections.
As a result of the foregoing, the trust's recovery with respect to
borrowers in bankruptcy proceedings may be significantly delayed, and the
aggregate amount ultimately collected may be substantially less than the amount
owed.
Certain of the mortgage loans have sponsors that have previously filed
bankruptcy, which in some cases may have involved the same property which
currently secures the mortgage loan. In each case, the related entity or person
has emerged from bankruptcy. However, we cannot assure you that such sponsors
will not be more likely than other sponsors to utilize their rights in
bankruptcy in the event of any threatened action by the mortgagee to enforce its
rights under the related mortgage loan documents.
With respect to one (1) mortgage loan secured by the mortgage property
identified as One Commerce Square on Annex C-1 to this prospectus supplement,
representing approximately 3.3% of the aggregate principal balance of the pool
of mortgage loans as of the cut-off date, we are aware that an affiliate of the
related borrower emerged from bankruptcy more than 5 years but less than 10
years ago. The predecessor of the One Commerce Square Borrower, which was
controlled by Maguire Thomas Partners, one of the sponsors, was involved in
bankruptcy proceedings from July 1997 through March 1998. The predecessor
borrower filed for bankruptcy protection in July 1997 because, despite positive
cash flows at the property, it was unable to refinance or extend the loan prior
to a balloon payment becoming due. The bankruptcy case was discharged in March
1998 and the Mortgaged Property was refinanced with Goldman Sachs Commercial
Mortgage Capital, L.P.
With respect to one (1) mortgage loan secured by a portfolio of mortgage
properties, identified as Hawaii Airport Hotels on Annex C-1 to this prospectus
supplement, representing approximately 0.6% of the aggregate principal balance
of the pool of mortgage loans as of the cut-off date, we are aware that Nimitz
Partners LLC ("Nimitz"), the managing member of the borrower, was released from
bankruptcy proceedings on January 20, 2006 in connection with the closing of the
mortgage loan. Nimitz originally filed for Chapter 11 bankruptcy protection in
2000 and was released in early 2001. The bankruptcy case was reopened in 2003
after the owner of a prior loan on the mortgaged property, Llama Capital
Mortgage Company ("Llama"), alleged that Nimitz had defaulted under its
reorganization plan by failing to renovate the properties and to make certain
required payments. A portion of the proceeds of the mortgage loan were used to
settle Nimitz's dispute with Llama. Additionally, Joseph Beale, a former 50%
owner of Nimitz Partners, LLC has been the subject of an involuntary bankruptcy
proceeding under Chapter 7 since March 2004. On October 12, 2005, the bankruptcy
trustee approved the sale of Beale's 50% interest in KXE, LLC to David Elmore.
KXE, LLC currently holds a subordinate mortgage lien in each of the Mortgaged
Properties related to the Hawaii Airport Hotels Loan, each of which was pledged
to the lender as additional collateral for the mortgage loan. Beale's 50%
interest in Nimitz Partners, LLC was abandoned by the bankruptcy estate,
revested in Beale personally and subsequently transferred to a trust for the
benefit of certain members of Mr. Beale's immediate family.
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GEOGRAPHIC CONCENTRATION
This table shows the states with the concentrations of mortgaged
properties of over 5%:
GEOGRAPHIC DISTRIBUTION - ALL MORTGAGED PROPERTIES
NUMBER OF MORTGAGED AGGREGATE CUT-OFF % OF INITIAL
STATE PROPERTIES DATE BALANCE POOL BALANCE
- ------------------------------------ ------------------- ----------------- -----------------
North Carolina...................... 16 $ 466,512,187 12.0%
Texas............................... 37 $ 405,076,644 10.4%
California.......................... 25 $ 358,240,860 9.2%
Maryland............................ 22 $ 319,279,000 8.2%
Washington.......................... 8 $ 248,533,741 6.4%
Florida............................. 19 $ 194,878,023 5.0%
GEOGRAPHIC DISTRIBUTION - LOAN GROUP 1
NUMBER OF MORTGAGED AGGREGATE CUT-OFF DATE % OF INITIAL LOAN
STATE PROPERTIES BALANCE GROUP 1 BALANCE
- ------------------------------------ ------------------- ----------------- -----------------
North Carolina...................... 16 $ 466,512,187 13.0%
Texas............................... 33 $ 357,591,644 10.0%
California.......................... 23 $ 337,940,860 9.4%
Washington.......................... 6 $ 227,933,741 6.4%
Hawaii.............................. 7 $ 185,383,861 5.2%
Pennsylvania........................ 5 $ 184,531,572 5.1%
Maryland............................ 13 $ 179,279,000 5.0%
GEOGRAPHIC DISTRIBUTION - LOAN GROUP 2
NUMBER OF MORTGAGED AGGREGATE CUT-OFF DATE % OF INITIAL LOAN
STATE PROPERTIES BALANCE GROUP 2 BALANCE
- ------------------------------------ ------------------- ----------------- -----------------
Maryland............................ 9 $ 140,000,000 44.9%
Texas............................... 4 $ 47,485,000 15.2%
Georgia............................. 2 $ 34,000,000 10.9%
Washington.......................... 2 $ 20,600,000 6.6%
California.......................... 2 $ 20,300,000 6.5%
Florida............................. 4 $ 19,920,954 6.4%
Concentrations of mortgaged properties in geographic areas may increase
the risk that adverse economic or other developments or natural disasters
affecting a particular region of the country could increase the frequency and
severity of losses on mortgage loans secured by those properties. In recent
periods, several regions of the United States have experienced significant real
estate downturns. The following geographic factors could adversely affect the
income from, and market value of, the mortgaged property and/or impair the
borrowers' ability to repay the mortgage loans:
o economic conditions in regions where the borrowers and the mortgaged
properties are located;
o conditions in the real estate market where the mortgaged properties
are located;
o changes in local governmental rules and fiscal policies; and
o acts of nature (including earthquakes, floods, forest fires or
hurricanes, which may result in uninsured losses).
For example, mortgaged properties located in California, Texas, Florida
and other coastal states including, but not limited to, Louisiana, Alabama and
Mississippi, may be more susceptible to certain hazards (such as earthquakes,
floods or hurricanes) than mortgaged properties in other parts of the country.
Recent hurricanes in the Gulf Coast region have resulted in severe property
damage as a result
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of the winds and the associated flooding. Some of the mortgaged properties do
not require flood insurance. We cannot assure you that any hurricane damage
would be covered by insurance.
ENVIRONMENTAL RISKS
The trust could become liable for a material adverse environmental
condition at an underlying mortgaged property. Any such potential liability
could reduce or delay payments on the offered certificates.
An environmental report was prepared for each mortgaged property securing
a mortgage loan no more than 12 months prior to the cut-off date. The
environmental reports were prepared pursuant to the American Society for Testing
and Materials standard for a Phase I environmental assessment. In addition to
the Phase I standards, many of the environmental reports included additional
research, such as limited sampling for asbestos-containing material, lead-based
paint, and radon, depending upon the property use and/or age. Additionally, as
needed pursuant to American Society for Testing and Materials standards,
supplemental Phase II site investigations were completed for some mortgaged
properties to resolve certain environmental issues. Phase II investigation
consists of sampling and/or testing.
None of the environmental assessments revealed any material adverse
condition or circumstance at any mortgaged property except for those:
o in which the adverse conditions were remediated or abated before the
closing date;
o in which an operations and maintenance plan or periodic monitoring
of the mortgaged property or nearby properties was in place or
recommended;
o for which an escrow, guaranty or letter of credit for the
remediation was established;
o for which an environmental insurance policy was obtained from a
third-party insurer;
o for which the principal of the borrower or another financially
responsible party has provided an indemnity or is required to take,
or is liable for the failure to take, such actions, if any, with
respect to such matters as have been required by the applicable
governmental authority or recommended by the environmental
assessments;
o for which such conditions or circumstances were investigated further
and the environmental consultant recommended no further action or
remediation;
o as to which the borrower or other responsible party obtained a "no
further action" letter or other evidence that governmental
authorities are not requiring further action or remediation;
o that would not require substantial cleanup, remedial action or other
extraordinary response under environmental laws;
o involving radon; or
o in which the related borrower has agreed to seek a "case closed" or
similar status for the issue from the applicable governmental
agency.
In certain cases, the identified condition was related to the presence of
asbestos-containing materials, lead-based paint and/or radon. Where these
substances were present, the environmental consultant generally recommended, and
the borrower was generally required to establish an operation and maintenance
plan to address the issue or, in some cases involving asbestos-containing
materials and lead-based paint, an abatement or removal program. Other
identified conditions could, for example, include leaks from storage tanks and
on-site spills. Corrective action, as required by the regulatory agencies, has
been or is currently being undertaken and, in some cases, the related borrowers
have made deposits into environmental reserve accounts. However, we cannot
assure you that any environmental indemnity, insurance, letter of credit,
guaranty or reserve amounts will be sufficient to
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remediate the environmental conditions or that all environmental conditions have
been identified or that operation and maintenance plans will be put in place
and/or followed.
With respect to one (1) mortgage loan secured by the mortgaged property
identified on Annex C-1 to this prospectus supplement as Manchester Parkade,
representing approximately 0.4% of the aggregate principal balance of the pool
of mortgage loans as of the cut-off date, the soil and groundwater at the
property had previously been impacted by PCE (a dry cleaning solvent) and its
breakdown constituents. The dry cleaner is no longer a tenant at the mortgaged
property. In addition, from 1970 until the present, an automotive repair shop
has been located at the mortgaged property. In connection with a Phase II
investigation in December 1970, an environmental consultant determined that
although contamination from the dry cleaner operation existed, the contamination
was below Connecticut remediation standards and as such, no remediation or
monitoring action was required. However, based on these facts, the mortgaged
property qualifies as an "establishment" under the Connecticut Property Transfer
Act. As such, upon the transfer of the mortgaged property (including a transfer
as a result of a foreclosure), the state of Connecticut is likely to require
subsurface investigation to confirm that no remedial or monitoring work is then
required. We cannot assure you that such subsurface investigation will not
reveal a condition requiring remediation.
It is possible that the environmental reports and/or Phase II sampling did
not reveal all environmental liabilities, or that there are material
environmental liabilities of which we are not aware. Also, the environmental
condition of the mortgaged properties in the future could be affected by the
activities of tenants and occupants or by third parties unrelated to the
borrowers. For a more detailed description of environmental matters that may
affect the mortgaged properties, see "Risk Factors--Environmental Risks" and
"Certain Legal Aspects of the Mortgage Loans--Environmental Risks" in the
prospectus.
Problems associated with mold may pose risks to the real property and may
also be the basis for personal injury claims against a borrower. Although the
mortgaged properties are required to be inspected periodically, there is no set
of generally accepted standards for the assessment of mold currently in place.
If left unchecked, the growth of mold could result in the interruption of cash
flow, litigation and remediation expenses which could adversely impact
collections from a mortgaged property.
COSTS OF COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS
A borrower may be required to incur costs to comply with various existing
and future federal, state or local laws and regulations applicable to the
related mortgaged property, for example, zoning laws and the Americans with
Disabilities Act of 1990, as amended, which requires all public accommodations
to meet certain federal requirements related to access and use by persons with
disabilities. See "Certain Legal Aspects of the Mortgage Loans--Americans With
Disabilities Act" in the prospectus. The expenditure of these costs or the
imposition of injunctive relief, penalties or fines in connection with the
borrower's noncompliance could negatively impact the borrower's cash flow and,
consequently, its ability to pay its mortgage loan.
NO REUNDERWRITING OF THE MORTGAGE LOANS
We have not reunderwritten the mortgage loans. Instead, we have relied on
the representations and warranties made by the loan sellers, and the applicable
loan seller's obligation to repurchase or cure a mortgage loan in the event that
a representation or warranty was not true when made and such breach materially
and adversely affects the value of the mortgage loan or the interests of the
certificateholders. These representations and warranties do not cover all of the
matters that we would review in underwriting a mortgage loan and you should not
view them as a substitute for reunderwriting the mortgage loans. If we had
reunderwritten the mortgage loans, it is possible that the reunderwriting
process may have revealed problems with a mortgage loan not covered by a
representation or warranty. In addition, we can give no assurance that the
applicable loan seller will be able to repurchase a mortgage loan if a
representation or warranty has been breached. Further, if a representation or
warranty has been breached with respect to a mortgage loan jointly sold by
Commerzbank AG, New York Branch, and Goldman Sachs Mortgage Company, each of
Commerzbank AG, New York Branch, and Goldman Sachs Mortgage Company will be
obligated to take those remedial actions only with respect to its portion of the
mortgage loan jointly sold by it. Therefore, it is possible that under certain
circumstances only one of
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Commerzbank AG, New York Branch, or Goldman Sachs Mortgage Company will
repurchase a mortgage loan that it has jointly originated if a representation or
warranty has been breached. See "Description of the Mortgage
Pool--Representations and Warranties" and "--Cures and Repurchases" in this
prospectus supplement.
LITIGATION AND OTHER MATTERS AFFECTING THE MORTGAGED PROPERTIES OR BORROWERS
There may be pending or threatened legal proceedings against the borrowers
and the managers of the mortgaged properties and their respective affiliates
arising out of their ordinary business. Any such litigation may materially
impair distributions to certificateholders if borrowers must use property income
to pay judgments or litigation costs. We cannot assure you that any litigation
will not have a material adverse effect on your investment.
In addition, in the event the owner of a borrower experiences financial
problems, we cannot assure you that such owner would not attempt to take actions
with respect to the mortgaged property that may adversely affect the borrower's
ability to fulfill its obligations under the related mortgage loan.
OTHER FINANCINGS
When a mortgage loan borrower (or its constituent members) also has one or
more other outstanding loans (even if they are subordinated loans), the trust is
subjected to additional risk.
The borrower may have difficulty servicing and repaying multiple loans.
The existence of another loan will generally also make it more difficult for the
borrower to obtain refinancing of the related mortgage loan and may thereby
jeopardize repayment of the mortgage loan. Moreover, the need to service
additional debt may reduce the cash flow available to the borrower to operate
and maintain the mortgaged property.
Additionally, if the borrower (or its constituent members) defaults on its
mortgage loan and/or any other loan, actions taken by other lenders such as a
foreclosure or an involuntary petition for bankruptcy against the borrower could
impair the security available to the trust, including the mortgaged property, or
stay the trust's ability to foreclose during the course of the bankruptcy case.
The bankruptcy of another lender also may operate to stay foreclosure by the
trust. The trust may also be subject to the costs and administrative burdens of
involvement in foreclosure or bankruptcy proceedings or related litigation.
In this regard, the mortgage loans generally prohibit borrowers from
incurring any additional debt secured by their mortgaged property without the
consent of the lender. However, the applicable loan sellers have informed us
that they are aware of certain permitted existing secured debt on certain
mortgage loans. In addition, substantially all of the mortgage loans permit the
related borrower to incur limited indebtedness in the ordinary course of
business that is not secured by the related mortgaged property. In addition, the
borrowers under certain of the mortgage loans have incurred and/or may incur in
the future unsecured debt other than in the ordinary course of business.
Moreover, in general, any borrower that does not meet single-purpose entity
criteria may not be restricted from incurring unsecured debt. See "Description
of the Mortgage Pool--General" in this prospectus supplement. For more
information see "The Pooling and Servicing Agreement--Servicing of the Whole
Loans" in this prospectus supplement.
Nine (9) of the mortgage loans, with other debt secured by the mortgaged
property, representing approximately 13.4% of the aggregate principal balance of
the pool of mortgage loans as of the cut-off date, are part of a whole loan
structure. In addition, with respect to four (4) mortgage loans, the borrower
has incurred unsecured subordinate debt. For additional information, see
"Description of the Mortgage Pool--Additional Indebtedness" in this prospectus
supplement.
Additionally, the terms of certain mortgage loans permit or require the
borrowers to post letters of credit and/or surety bonds for the benefit of the
related mortgage loan, which may constitute a contingent reimbursement
obligation of the related borrower or an affiliate. The issuing bank or surety
will not typically agree to subordination and standstill protection benefiting
the mortgagee.
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The mortgage loans generally place certain restrictions on the transfer
and/or pledging of general partnership and managing member equity interests in a
borrower such as specific percentage or control limitations. The terms of the
mortgages generally permit, subject to certain limitations, the transfer or
pledge of less than a controlling portion of the partnership, members' or other
non-managing member equity interests in a borrower. Certain of the mortgage
loans do not restrict the pledging of direct or indirect ownership interests in
the related borrower, but do restrict the transfer of ownership interests in the
related borrower by imposing a specific percentage, a control limitation or
requiring the consent of the mortgagee to any such transfer. Certain of the
mortgage loans do not prohibit the pledge by direct or indirect owners of the
related borrower of equity distributions that may be made from time to time by
the borrower to its equity owners. Moreover, in general, mortgage loans with
borrowers that do not meet single-purpose entity criteria may not restrict in
any way the incurrence by the relevant borrower of mezzanine debt.
Mezzanine debt is debt that is incurred by the owner of equity in one or
more borrowers and is secured by a pledge of the equity ownership interests in
such borrowers. Because mezzanine debt is secured by the obligor's equity
interest in the related borrowers, such financing effectively reduces the
obligor's economic stake in the related mortgaged property. The existence of
mezzanine debt may reduce cash flow on the borrower's mortgaged property after
the payment of debt service and may increase the likelihood that the owner of a
borrower will permit the value or income producing potential of a mortgaged
property to fall and may create a slightly greater risk that a borrower will
default on the mortgage loan secured by a mortgaged property whose value or
income is relatively weak.
Generally, upon a default under a mezzanine loan, the holder of the
mezzanine loan would be entitled to foreclose upon the equity in the related
borrower, which has been pledged to secure payment of such mezzanine debt.
Although this transfer of equity may not trigger the due on sale clause under
the related mortgage loan, it could cause the obligor under the mezzanine debt
to file for bankruptcy, which could negatively affect the operation of the
related mortgaged property and the related borrower's ability to make payments
on the related mortgage loan in a timely manner. Additionally, certain of the
mezzanine intercreditor agreements provide that upon a default under the
mortgage loan, the mezzanine lender may purchase the defaulted mortgage loan or
cure the default.
The applicable loan sellers have informed us that thirty-three (33) of the
mortgage loans, representing approximately 31.4% of the aggregate principal
balance of the pool of mortgage loans as of the cut-off date, either have or
permit future mezzanine debt as described under "Description of the Mortgage
Pool--Additional Indebtedness" in this prospectus supplement.
Although the pari passu companion loans or subordinate companion loans
related to the serviced and non-serviced loans are not assets of the trust fund,
the related borrower is still obligated to make interest and principal payments
on the companion loans. As a result, the trust fund is subject to additional
risks, including:
o the risk that the necessary maintenance of the related mortgaged
property could be deferred to allow the borrower to pay the required
debt service on these other obligations and that the value of the
mortgaged property may fall as a result; and
o the risk that it may be more difficult for the borrower to refinance
the mortgage loan or to sell the mortgaged property for purposes of
making any balloon payment on the entire balance of the pari passu
companion loan and/or the subordinate companion loan and the
non-serviced loan upon the maturity of the mortgage loan.
See "Description of the Mortgage Pool--General" in this prospectus
supplement.
RISKS RELATING TO BORROWER DEFAULT
The rate and timing of mortgage loan delinquencies and defaults will
affect:
o the aggregate amount of distributions on the offered certificates;
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o their yield to maturity;
o their rate of principal payments; and
o their weighted average lives.
If losses on the mortgage loans exceed the aggregate certificate principal
amount of the classes of certificates subordinated to a particular class, that
class will suffer a loss equal to the full amount of the excess (up to the
outstanding certificate principal amount of that class).
If you calculate your anticipated yield based on assumed rates of defaults
and losses that are lower than the default rate and losses actually experienced,
and those losses are allocated to your certificates, your actual yield to
maturity will be lower than the assumed yield. Under certain extreme scenarios,
that yield could be negative. In general, the earlier a loss borne by you on
your certificates occurs, the greater the effect on your yield to maturity.
Even if losses on the mortgage loans are not borne by your certificates,
those losses may affect the weighted average life and yield to maturity of your
certificates. This may be so, because those losses lead to your certificates
having a higher percentage ownership interest in the trust and related
distributions of principal payments on the mortgage loans than would otherwise
have been the case and the related prepayment may affect the pass-through rate
on your certificates. The effect on the weighted average life and yield to
maturity of your certificates will depend upon the characteristics of the
remaining mortgage loans.
Delinquencies and defaults on the mortgage loans may significantly delay
the receipt of distributions by you on your certificates, unless advances are
made to cover delinquent payments or the subordination of another class of
certificates fully offsets the effects of any delinquency or default.
Additionally, the courts of any state may refuse the foreclosure of a
mortgage or deed of trust when an acceleration of the indebtedness would be
inequitable or unjust or the circumstances would render the action
unconscionable. See "Certain Legal Aspects of the Mortgage Loans--Foreclosure"
in the prospectus.
RISKS RELATING TO INTEREST ON ADVANCES AND SPECIAL SERVICING COMPENSATION
To the extent described in this prospectus supplement, the master
servicer, the special servicer or the trustee, as applicable, will be entitled
to receive interest on unreimbursed advances at the "Prime Rate" as published in
The Wall Street Journal. This interest will generally accrue from the date on
which the related advance is made or the related expense is incurred to the date
of reimbursement. In addition, under certain circumstances, including
delinquencies in the payment of principal and/or interest, a mortgage loan will
be specially serviced and the special servicer is entitled to compensation for
special servicing activities. The right to receive interest on advances or
special servicing compensation is senior to the rights of certificateholders to
receive distributions on the offered certificates. The payment of interest on
advances and the payment of compensation to the special servicer may lead to
shortfalls in amounts otherwise distributable on your certificates.
BALLOON PAYMENTS
Mortgage loans with substantial remaining principal balances at their
stated maturity, also known as balloon loans, involve greater risk than fully
amortizing loans. This is because the borrower may be unable to repay the loan
at that time. In addition, fully amortizing mortgage loans which may pay
interest on an "actual/360" basis but have fixed monthly payments may, in
effect, have a small payment due at maturity.
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A borrower's ability to repay a mortgage loan on its stated maturity date
typically will depend upon its ability either to refinance the mortgage loan or
to sell the mortgaged property at a price sufficient to permit repayment. A
borrower's ability to achieve either of these goals will be affected by a number
of factors, including:
o the availability of, and competition for, credit for commercial or
multifamily real estate projects, which fluctuate over time;
o the prevailing interest rates;
o the fair market value of the related mortgaged properties;
o the borrower's equity in the related mortgaged properties;
o the borrower's financial condition;
o the operating history and occupancy level of the mortgaged property;
o reductions in government assistance/rent subsidy programs;
o the tax laws; and
o prevailing general and regional economic conditions.
All of the mortgage loans are expected to have substantial remaining
principal balances as of their respective stated maturity dates. This includes
one hundred and fourteen (114) mortgage loans, representing approximately 59.6%
of the aggregate principal balance of the pool of mortgage loans as of the
cut-off date, which pay interest only for the first 12 to 84 months of their
respective terms and twenty-five (25) mortgage loans, representing approximately
25.3% of the aggregate principal balance of the pool of mortgage loans as of the
cut-off date, which pay interest only for their entire term.
We cannot assure you that each borrower will have the ability to repay the
remaining principal balances on its stated maturity date.
GROUND LEASES AND OTHER LEASEHOLD INTERESTS
A leasehold interest under a ground lease secures twenty-eight (28) of the
mortgaged properties, representing approximately 7.3% of the aggregate principal
balance of the pool of mortgage loans as of the cut-off date by allocated loan
amount. With respect to four (4) mortgaged properties identified on Annex C-1 to
this prospectus supplement as Met Park East, The Watergate, Park Place and
Woodglen Office Park, representing approximately 2.0%, 1.8%, 1.8% and 0.9%,
respectively, of the aggregate principal balance of the pool of mortgage loans
as of the cut-off date, the borrower has a leasehold interest in a portion of
the mortgaged property and a fee interest in the remaining portion of the
mortgaged property.
For purposes of this prospectus supplement, the encumbered interest will
be characterized as a "fee interest" if (i) the borrower has a fee interest in
all or substantially all of the mortgaged property (provided that if the
borrower has a leasehold interest in any portion of the mortgaged property, such
portion is not, individually or in the aggregate, material to the use or
operation of the mortgaged property), or (ii) the mortgage loan is secured by
the borrower's leasehold interest in the mortgaged property as well as the
borrower's (or an affiliate of the borrower's) overlapping fee interest in the
related mortgaged property.
Leasehold mortgage loans are subject to certain risks not associated with
mortgage loans secured by a lien on the fee estate of the borrower. The most
significant of these risks is that if the related borrower's leasehold were to
be terminated upon a lease default, the lender would lose its security.
Generally, each related ground lease or a lessor estoppel requires the lessor to
give the lender notice of the borrower's defaults under the ground lease and an
opportunity to cure them, permits the leasehold interest to be assigned to the
lender or the purchaser at a foreclosure sale, in some cases only upon the
consent of the
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lessor, and contains certain other protective provisions typically included in a
"mortgageable" ground lease, although not all these protective provisions are
included in each case.
Upon the bankruptcy of a lessor or a lessee under a ground lease, the
debtor has the right to assume or reject the lease. If a debtor lessor rejects
the lease, the lessee has the right to remain in possession of its leased
premises for the rent otherwise payable under the lease for the term of the
ground lease (including renewals). If a debtor lessee/borrower rejects any or
all of the lease, the leasehold lender could succeed to the lessee/borrower's
position under the lease only if the lessor specifically grants the lender such
right. If both the lessor and the lessee/borrowers are involved in bankruptcy
proceedings, the trust may be unable to enforce the bankrupt lessee/borrower's
right to refuse to treat a ground lease rejected by a bankrupt lessor as
terminated. In such circumstances, a ground lease could be terminated
notwithstanding lender protection provisions contained in the ground lease or in
the mortgage.
Some of the ground leases securing the mortgaged properties may provide
that the ground rent payable under the related ground lease increases during the
term of the mortgage loan. These increases may adversely affect the cash flow
and net income of the related borrower.
Further, in a recent decision by the United States Court of Appeals for
the Seventh Circuit (Precision Indus. v. Qualitech Steel SBQ, LLC, 327 F.3d 537
(7th Cir. 2003)) the court ruled with respect to an unrecorded lease of real
property that where a statutory sale of the fee interest in leased property
occurs under Section 363(f) of the Bankruptcy Code (11 U.S.C. Section 363(f))
upon the bankruptcy of a landlord, such sale terminates a lessee's possessory
interest in the property, and the purchaser assumes title free and clear of any
interest, including any leasehold estates. Pursuant to Section 363(e) of the
Bankruptcy Code (11 U.S.C. Section 363(a)), a lessee may request the bankruptcy
court to prohibit or condition the statutory sale of the property so as to
provide adequate protection of the leasehold interest; however, the court ruled
that this provision does not ensure continued possession of the property, but
rather entitles the lessee to compensation for the value of its leasehold
interest, typically from the sale proceeds. While there are certain
circumstances under which a "free and clear" sale under Section 363(f) of the
Bankruptcy Code would not be authorized (including that the lessee could not be
compelled in a legal or equitable proceeding to accept a monetary satisfaction
of his possessory interest, and that none of the other conditions of Section
363(f)(1)-(4) of the Bankruptcy Code otherwise permits the sale), we cannot
assure you that those circumstances would be present in any proposed sale of a
leased premises. As a result, we cannot assure you that, in the event of a
statutory sale of leased property pursuant to Section 363(f) of the Bankruptcy
Code, the lessee may be able to maintain possession of the property under the
ground lease. In addition, we cannot assure you that the lessee and/or the
lender will be able to recuperate the full value of the leasehold interest in
bankruptcy court. Most of the ground leases contain standard protections
typically obtained by securitization lenders. Certain of the ground leases do
not.
For example, two (2) mortgage loans secured by the mortgaged properties
identified on Annex C-1 to this prospectus supplement as Met Park East and Park
Place, representing 2.0% and 1.8% of the aggregate principal balance of the pool
of mortgage loans as of the cut-off date, respectively, are partially secured by
ground leases with the Washington State Department of Transportation. The ground
leases do not contain all of the standard mortgagee protections. Among other
things, neither ground lease prohibits amendment or modifications without the
consent of the mortgagee or allows for the assignment of the related ground
lease without the reasonable consent of the ground lessor.
Additionally, in the case of the mortgage loan secured by a portfolio of
thirteen (13) mortgaged properties identified on Annex C-1 to this prospectus
supplement as Sealy Industrial Portfolio II, representing 1.5% of the aggregate
principal balance of the pool of mortgage loans as of the cut-off date, the
ground leases with respect to those mortgaged properties that are secured by a
ground lease may not be assigned without the reasonable consent of the ground
lessor.
With respect to one (1) mortgage loan secured by the mortgaged property
identified on Annex C-1 to this prospectus supplement as Saxon Woods,
representing approximately 0.7% of the aggregate principal balance of the pool
of mortgage loans as of the cut-off date, in the event of a condemnation where
the mortgaged property is no longer in compliance with parking regulations, the
ground lease will terminate. Condemnation insurance has been purchased to
mitigate this risk.
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With respect to certain of the mortgage loans, the related borrower may
have given to certain lessors under the related ground lease a right of first
refusal in the event a sale is contemplated or an option to purchase all or a
portion of the mortgaged property and these provisions, if not waived, may
impede the mortgagee's ability to sell the related mortgaged property at
foreclosure or adversely affect the foreclosure process.
RISKS ASSOCIATED WITH ONE ACTION RULES
Several states (including California) have laws that prohibit more than
one "judicial action" to enforce a mortgage obligation, and some courts have
construed the term "judicial action" broadly. Accordingly, the special servicer
is required to obtain advice of counsel prior to enforcing any of the trust
fund's rights under any of the mortgage loans that include mortgaged properties
where a "one action" rule could be applicable. In the case of a multi-property
mortgage loan which is secured by mortgaged properties located in multiple
states, the special servicer may be required to foreclose first on properties
located in states where "one action" rules apply (and where non-judicial
foreclosure is permitted) before foreclosing on properties located in states
where judicial foreclosure is the only permitted method of foreclosure. See
"Certain Legal Aspects of the Mortgage Loans--Foreclosure" in the prospectus.
TAX CONSIDERATIONS RELATING TO FORECLOSURE
If the trust fund acquires a mortgaged property pursuant to a foreclosure
or deed in lieu of foreclosure, the special servicer must retain an independent
contractor to operate the property. Among other items, the independent
contractor generally will not be able to perform construction work other than
repair, maintenance or certain types of tenant build-outs, unless the
construction was at least 10% completed when defaulted or the default of the
mortgage loan becomes imminent. Any net income from such operation (other than
qualifying "rents from real property"), or any rental income based on the net
profits of a tenant or sub-tenant or allocable to a non-customary service, will
subject the lower-tier REMIC to federal tax (and possibly state or local tax) on
such income at the highest marginal corporate tax rate (currently 35%). In such
event, the net proceeds available for distribution to certificateholders will be
reduced. The special servicer may permit the lower-tier REMIC to earn "net
income from foreclosure property" that is subject to tax if it determines that
the net after-tax benefit to holders of certificates is greater than under
another method of operating or leasing the mortgaged property. In addition, if
the trust were to acquire one or more mortgaged properties pursuant to a
foreclosure or deed in lieu of foreclosure, upon acquisition of those mortgaged
properties, the trust fund may in certain jurisdictions, particularly in New
York, be required to pay state or local transfer or excise taxes upon
liquidation of such properties. Such state or local taxes may reduce net
proceeds available for distribution to the certificateholders.
SOME MORTGAGED PROPERTIES MAY NOT BE READILY CONVERTIBLE TO ALTERNATIVE USES
Some of the mortgaged properties securing the mortgage loans included in
the trust fund may not be readily convertible (or convertible at all) to
alternative uses if those properties were to become unprofitable for any reason.
For example, a mortgaged property may not be readily convertible due to
restrictive covenants related to such mortgaged property, including in the case
of mortgaged properties that are part of a condominium regime, the use and other
restrictions imposed by the condominium declaration and other related documents,
especially in a situation where a mortgaged property does not represent the
entire condominium regime. Additionally, any vacant theater space would not
easily be converted to other uses due to the unique construction requirements of
theaters. In addition, converting commercial properties to alternate uses
generally requires substantial capital expenditures and could result in a
significant adverse effect on, or interruption of, the revenues generated by
such properties. Furthermore, certain properties may be subject to certain
low-income housing restrictions in order to remain eligible for low-income
housing tax credits or governmental subsidized rental payments that could
prevent the conversion of the mortgaged property to alternative uses. The
liquidation value of any mortgaged property, subject to limitations of the kind
described above or other limitations on convertibility of use, may be
substantially less than would be the case if the property were readily adaptable
to other uses.
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Furthermore, certain properties may be subject to certain low income
housing restrictions in order to remain eligible for low-income housing credits
or grant subsidized rental payments. The liquidation value of any mortgaged
property, subject to limitations of the kind described above or other
limitations on convertibility of use, may be substantially less than would be
the case if the property were readily adaptable to other uses. See
"--Multifamily Properties Have Special Risks" above.
Zoning or other restrictions also may prevent alternative uses. See
"--Zoning Compliance and Use Restrictions" below.
ZONING COMPLIANCE AND USE RESTRICTIONS
Certain of the mortgaged properties may not comply with current zoning
laws, including density, use, parking, height and set back requirements, due to
changes in zoning requirements after such mortgaged properties were constructed.
These properties, as well as those for which variances or special permits were
issued, are considered to be a "legal non-conforming use" and/or the
improvements are considered to be "legal non-conforming structures." This means
that the borrower is not required to alter its structure to comply with the
existing or new law; however, the borrower may not be able to rebuild the
premises "as is" in the event of a substantial casualty loss. This may adversely
affect the cash flow of the property following the loss. If a substantial
casualty were to occur, we cannot assure you that insurance proceeds would be
available to pay the mortgage loan in full. In addition, if a non-conforming use
were to be discontinued and/or the property were repaired or restored in
conformity with the current law, the value of the property or the
revenue-producing potential of the property may not be equal to that before the
casualty.
In addition, certain of the mortgaged properties that do not conform to
current zoning laws may not be "legal non-conforming uses" or "legal
non-conforming structures." The failure of a mortgaged property to comply with
zoning laws or to be a "legal non-conforming use" or "legal non-conforming
structure" may adversely affect market value of the mortgaged property or the
borrower's ability to continue to use it in the manner it is currently being
used or may necessitate material additional expenditures to remedy
non-conformities.
In addition, certain of the mortgaged properties may be subject to certain
use restrictions imposed pursuant to reciprocal easement agreements or operating
agreements or historical landmark designations or, in the case of those
mortgaged properties that are condominiums declarations or other condominium use
restrictions or regulations, especially in a situation where the mortgaged
property does not represent the entire condominium building. Such use
restrictions could include, for example, limitations on the character of the
improvements or the properties, limitations affecting noise and parking
requirements, among other things, and limitations on the borrowers' right to
operate certain types of facilities within a prescribed radius. These
limitations impose upon the borrower stricter requirements with respect to
repairs and alterations, including following a casualty loss. These limitations
could adversely affect the ability of the related borrower to lease the
mortgaged property on favorable terms, thus adversely affecting the borrower's
ability to fulfill its obligations under the related mortgage loan.
Additionally, certain of the loan documents contain restrictions relating
to the use of the mortgaged property.
RISKS RELATING TO INSPECTIONS OF PROPERTIES
Licensed engineers or consultants inspected the mortgaged properties at or
about the time of the origination of the mortgage loans to assess items such as
structural integrity of the buildings and other improvements on the mortgaged
property, including exterior walls, roofing, interior construction, mechanical
and electrical systems and general condition of the site, buildings and other
improvements. However, we cannot assure you that all conditions requiring repair
or replacement were identified. No additional property inspections were
conducted in connection with the closing of the offered certificates.
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PROPERTY INSURANCE
All of the mortgage loans require the related borrower to maintain, or
cause to be maintained, property insurance (which, in some cases, is provided by
allowing a tenant to self-insure). However, the mortgaged properties may suffer
casualty losses due to risks which were not covered by insurance or for which
insurance coverage is inadequate. Specifically, certain of the mortgage loans
may have insurance coverage that specifically excludes coverage for losses due
to mold, certain acts of nature, terrorism activities or other comparable
conditions or events. In addition, approximately 10.4%, 9.2%, 5.0%, 1.2%, 0.7%
and 0.1% of the mortgaged properties, by aggregate principal balance of the pool
of mortgage loans as of the cut-off date, are located in Texas, California,
Florida, Louisiana, Alabama and Mississippi, respectively, states that have
historically been at greater risk regarding acts of nature (such as earthquakes,
floods and hurricanes) than other states. We cannot assure you that borrowers
will be able to maintain adequate insurance. Moreover, if reconstruction or any
major repairs are required, changes in laws may materially affect the borrower's
ability to effect any reconstruction or major repairs or may materially increase
the costs of the reconstruction or repairs.
Certain mortgage loans are secured by improvements for which coverage for
acts of terrorism have been waived or are required only if certain conditions
(such as availability at reasonable rates or maximum cost limits) are satisfied.
The various forms of insurance maintained with respect to any of the
mortgaged properties, including casualty insurance, environmental insurance and
earthquake insurance, may be provided under a blanket insurance policy. That
blanket insurance policy will also cover other real properties, some of which
may not secure mortgage loans in the trust. As a result of total limits under
any of those blanket policies, losses at other properties covered by the blanket
insurance policy may reduce the amount of insurance coverage with respect to a
mortgaged property securing one of the mortgage loans in the trust.
Following the September 11, 2001 terrorist attacks in the New York City
area and in the Washington, D.C. area, many reinsurance companies (which assume
some of the risk of policies sold by primary insurers) eliminated coverage for
acts of terrorism from their reinsurance policies. Without that reinsurance
coverage, primary insurance companies would have to assume that risk themselves,
which may cause them to eliminate such coverage in their policies, increase the
amount of the deductible for acts of terrorism or charge higher premiums for
such coverage. In order to offset this risk, Congress passed the Terrorism Risk
Insurance Act of 2002, which established the Terrorism Insurance Program.
The Terrorism Insurance Program was originally scheduled to expire on
December 31, 2005. However, on December 22, 2005, the Terrorism Risk Insurance
Extension Act of 2005 was enacted, which extended the duration of the Terrorism
Insurance Program until December 31, 2007.
The Terrorism Insurance Program is administered by the Secretary of the
Treasury and through December 31, 2007 will provide some financial assistance
from the United States Government to insurers in the event of another terrorist
attack that results in an insurance claim. The program applies to United States
risks only and to acts that are committed by an individual or individuals acting
on behalf of a foreign person or foreign interest as an effort to influence or
coerce United States civilians or the United States Government.
In addition, with respect to any act of terrorism occurring after March
31, 2006, no compensation will be paid under the Terrorism Insurance Program
unless the aggregate industry losses relating to such act of terror exceed $50
million (or, if such insured losses occur in 2007, $100 million). As a result,
unless the borrowers obtain separate coverage for events that do not meet these
thresholds (which coverage may not be required by the respective mortgage loan
documents and may not otherwise be obtainable), such events would not be
covered.
The Treasury Department has established procedures for the program under
which the federal share of compensation will be equal to 90% (or, in 2007, 85%)
of that portion of insured losses that exceeds an applicable insurer deductible
required to be paid during each program year. The federal share in the aggregate
in any program year may not exceed $100 billion (and the insurers will not be
liable for any amount that exceeds this cap).
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Through December 2007, insurance carriers are required under the program
to provide terrorism coverage in their basic "all-risk" policies. Any commercial
property and casualty terrorism insurance exclusion that was in force on
November 26, 2002 is automatically voided to the extent that it excludes losses
that would otherwise be insured losses. Any state approval of such types of
exclusions in force on November 26, 2002 are also voided.
Some of the mortgage loans specifically require terrorism insurance, but
this insurance may be required only to the extent it can be obtained for
premiums less than or equal to a "cap" amount specified in the related loan
documents, only if it can be purchased at commercially reasonable rates, only
with a deductible at a certain threshold and/or other similar conditions.
With respect to certain of the mortgage loans, the "all-risk" policy
specifically excludes terrorism insurance from its coverage. In some such cases,
the related borrower obtained supplemental insurance to cover terrorism risk. In
other cases, the lender waived the requirement that such insurance be
maintained.
With respect to certain of the mortgage loans, the related mortgage loan
documents generally provide that the borrowers are required to maintain
comprehensive all-risk casualty insurance but may not specify the nature of the
specific risks required to be covered by such insurance policies. With respect
to certain mortgage loans in the trust, the related borrower is not required to
maintain any terrorism insurance coverage either as part of its "all-risk"
policy or under a stand-alone policy.
Even if the mortgage loan documents specify that the related borrower must
maintain all-risk casualty insurance or other insurance that covers acts of
terrorism, the borrower may fail to maintain such insurance and the master
servicer or special servicer may not enforce such default or cause the borrower
to obtain such insurance (and neither the master servicer nor the special
servicer will be required to obtain this insurance) if the special servicer has
determined, in its reasonable judgment (which determination, with respect to
terrorism insurance, will be made by the 2005-GG5 special servicer subject to
the consent of the directing holder of the 2005-GG5 securitization in the case
of the Maryland Multifamily Portfolio loan, the JQH Hotel Portfolio B3 loan and
the Shaner Hotel Portfolio loan, as described under "Description of the Mortgage
Pool--The Whole Loans" in this prospectus supplement), that (i) this insurance
is not available at commercially reasonable rates and the subject hazards are
not commonly insured against by prudent owners of similar real estate properties
in similar locales (but only by reference to such insurance that has been
obtained by such owners at current market rates), or (ii) this insurance is not
available at any rate. In making this determination, the special servicer, to
the extent consistent with its servicing standard, is entitled to rely on the
opinion of an insurance consultant.
Furthermore, at the time existing insurance policies are subject to
renewal, there is no assurance that terrorism insurance coverage will be
available and covered under the new policies or, if covered, whether such
coverage will be adequate. Most insurance policies covering commercial real
properties such as the mortgaged properties are subject to renewal on an annual
basis. If such coverage is not currently in effect, is not adequate or is
ultimately not continued with respect to some of the mortgaged properties and
one of those properties suffers a casualty loss as a result of a terrorist act,
then the resulting casualty loss could reduce the amount available to make
distributions on your certificate.
We cannot assure you that all of the mortgaged properties will be insured
against the risks of terrorism and similar acts. As a result of any of the
foregoing, the amount available to make distributions on your certificates could
be reduced.
RISKS ASSOCIATED WITH BLANKET INSURANCE POLICIES
Certain of the mortgaged properties are covered by blanket insurance
policies, which also cover other properties of the related borrower or its
affiliates (including certain properties in close proximity to the mortgaged
properties). In the event that such policies are drawn on to cover losses on
such other properties, the amount of insurance coverage available under such
policies would thereby be reduced and could be insufficient to cover each
mortgaged property's insurable risks.
For example, fourteen (14) of the mortgage loans secured by the mortgaged
properties identified on Annex C-1 to this prospectus supplement as Northlake
Mall, JQH Hotel Portfolio D, The Shops at
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LaCantera, Whalers Village, 1625 & 1675 Broadway, Hock Plaza, Met Park East,
Park Place, JQH Hotel Portfolio B3, 1733 Ocean Avenue, Hawaii Airport Hotels,
313 Washington Street, Boardwalk Inn & Suites and 701 Gramercy representing
approximately 5.5%, 5.5%, 3.3%, 2.8%, 2.4%, 2.1%, 2.0%, 1.8%, 1.4%, 0.9%, 0.6%,
0.3%, 0.2% and 0.2%, respectively, of the aggregate principal balance of the
pool of mortgage loans as of the cut-off date, were made to affiliated
borrowers. The insurance coverage for these mortgage loans is pursuant to
blanket insurance policies that cover these mortgaged properties as well as
other properties owned by affiliates of such borrowers.
POTENTIAL CONFLICTS OF INTEREST
The pooling and servicing agreement will provide that the mortgage loans
are required to be administered in accordance with the servicing standard
without regard to ownership of any certificate by a servicer or any of their
affiliates. See "The Pooling and Servicing Agreement--General" in this
prospectus supplement.
Notwithstanding the foregoing, the master servicer, a subservicer, the
special servicer or any of their respective affiliates may have interests when
dealing with the mortgage loans that are in conflict with those of holders of
the offered certificates, especially if the master servicer, a subservicer, the
special servicer or any of their respective affiliates holds Series 2006-GG6
non-offered certificates or companion loans, or has financial interests in or
other financial dealings with a borrower under any of the mortgage loans. Each
of these relationships may create a conflict of interest. For instance, a
special servicer that holds Series 2006-GG6 non-offered certificates could seek
to reduce the potential for losses allocable to those certificates from a
troubled mortgage loan by deferring acceleration in hope of maximizing future
proceeds. However, that action could result in less proceeds to the trust than
would be realized if earlier action had been taken. In general, no servicer is
required to act in a manner more favorable to the offered certificates or any
particular class of offered certificates than to the Series 2006-GG6 non-offered
certificates or the related companion loans.
Each servicer services and will, in the future, service existing and new
loans for third parties in the ordinary course of its servicing business,
including portfolios of loans similar to the mortgage loans that will be
included in the trust. The real properties securing these other loans may be in
the same markets as, and compete with, certain of the mortgaged properties
securing the mortgage loans that will be included in the trust. Consequently,
personnel of any of the servicers may perform services, on behalf of the trust,
with respect to the mortgage loans at the same time as they are performing
services, on behalf of other persons, with respect to other mortgage loans
secured by properties that compete with the mortgaged properties securing the
mortgage loans. This may pose inherent conflicts for the master servicer or the
special servicer.
In addition, certain of the mortgage loans included in the trust may have
been refinancings of debt previously held by a loan seller or an affiliate of a
loan seller and the loan sellers or their affiliates may have or have had equity
investments in the borrowers or mortgaged properties under certain of the
mortgage loans included in the trust. Each of the loan sellers and its
affiliates have made and/or may make loans to, or equity investments in,
affiliates of the borrowers under the mortgage loans.
Each loan seller is obligated to repurchase a mortgage loan sold by it
under the circumstances described under "Description of the Mortgage Pool--Cures
and Repurchases" in this prospectus supplement.
Each of the foregoing relationships should be considered carefully by
prospective investors.
The managers of the mortgaged properties and the borrowers may experience
conflicts of interest in the management and/or ownership of the mortgaged
properties because:
o a substantial number of the mortgaged properties are managed by
property managers affiliated with the respective borrowers;
o these property managers also may manage and/or franchise additional
properties, including properties that may compete with the mortgaged
properties; and
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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.
YOU WILL NOT HAVE ANY CONTROL OVER THE SERVICING OF THE NON-SERVICED LOANS
Each of the Maryland Multifamily Portfolio loan, the JQH Hotel Portfolio
B3 loan and the Shaner Hotel Portfolio loan is secured by mortgaged properties
that also secure one or more companion loans that are not assets of the trust
and are serviced under a pooling and servicing agreement separate from the
pooling and servicing agreement under which your certificates are issued, by the
master servicer and special servicer that are parties to the related pooling and
servicing agreement, and according to the servicing standard provided for in the
related separate pooling and servicing agreement. As a result, you will have
less control over the servicing of these non-serviced loans than you would if
these non-serviced loans were being serviced by the master servicer and the
special server under the pooling and servicing agreement for your certificates.
See "The Pooling and Servicing Agreement--Servicing of The Whole Loans" in this
prospectus supplement.
CONFLICTS OF INTEREST MAY OCCUR AS A RESULT OF THE RIGHTS OF THIRD PARTIES TO
TERMINATE THE SPECIAL SERVICER OF THE WHOLE LOANS
With respect to certain of the whole loans, the holders of the applicable
companion loans may have the right to, under certain circumstances, remove the
special servicer under the pooling and servicing agreement and appoint a special
servicer for one or more mortgage loans. The parties with this appointment power
may have special relationships or interests that conflict with those of the
holders of one or more classes of certificates. In addition, they do not have
any duties to the holders of any class of certificates, may act solely in their
own interests, and will have no liability to any certificateholders for having
done so. No certificateholder may take any action against the majority
certificateholder of the controlling class, the holders of companion loans or
other parties for having acted solely in their respective interests. See
"Description of the Mortgage Pool--The Whole Loans" in this prospectus
supplement for a description of these rights to terminate a special servicer.
SPECIAL SERVICER MAY BE DIRECTED TO TAKE ACTIONS
In connection with the servicing of the specially serviced mortgage loans,
the special servicer may, at the direction of the controlling class
representative, take actions with respect to the specially serviced mortgage
loans that could adversely affect the holders of some or all of the classes of
offered certificates and the holder of the controlling class will have no duty
or liability to any other certificateholder. Similarly, the special servicer
may, at the direction of the majority of the holders of a subordinate companion
loan, take actions with respect to the related mortgage loan that could
adversely affect the holders of some or all of the classes of offered
certificates to the extent described under "Description of the Mortgage
Pool--the Whole Loans" in this prospectus supplement. See "The Pooling and
Servicing Agreement--The Controlling Class Representative" in this prospectus
supplement. The controlling class representative will be controlled by the
controlling class certificateholders. Each of the (i) controlling class
representative and (ii) in the case of each subordinate companion loan the
related subordinate companion loan holder, may have interests in conflict with
those of the certificateholders of the classes of offered certificates. As a
result, it is possible that the controlling class representative or, in the case
of each subordinate companion loan, the related subordinate companion loan
holder, may direct the special servicer to take actions which conflict with the
interests of certain classes of the offered certificates. However, the special
servicer is not permitted to take actions which are prohibited by law or violate
the servicing standard or the terms of the mortgage loan documents.
With respect to certain mortgage loans with companion loans, similar
rights under a pooling and servicing agreement that controls the servicing of
the loans may be exercisable by the holders of pari passu companion loans, the
subordinate companion loans, and the related controlling class of
certificateholders of any related trust or operating advisors appointed by them,
in certain cases acting jointly with the controlling class of the offered
certificates. The interests of any of these holders or controlling class of
certificateholders or operating advisors may also conflict with those of the
holders of the controlling class or the interests of the holders of the offered
certificates. As a result, approvals to proposed servicer actions may not be
granted in all instances thereby potentially adversely affecting
S-68
some or all of the classes of offered certificates. No certificateholder may
take any action against any of the parties with these approval or consent rights
for having acted solely in their respective interests. See "Description of the
Mortgage Pool--The Whole Loans" in this prospectus supplement.
YOUR LACK OF CONTROL OVER TRUST FUND CAN CREATE RISKS
You and other certificateholders generally do not have a right to vote and
do not have the right to make decisions with respect to the administration of
the trust. See "The Pooling and Servicing Agreement--General" in this prospectus
supplement.
Those decisions are generally made, subject to the express terms of the
pooling and servicing agreement, by the master servicer, the special servicer or
the trustee, as applicable. Any decision made by one of those parties in respect
of the trust, even if that decision is determined to be in your best interests
by that party, may be contrary to the decision that you or other
certificateholders would have made and may negatively affect your interests.
LOAN SELLERS MAY NOT BE ABLE TO MAKE A REQUIRED REPURCHASE OF A DEFECTIVE
MORTGAGE LOAN
Each loan seller is the sole warranting party in respect of the mortgage
loans sold by such loan seller to us. Neither we nor any of our affiliates
(except Goldman Sachs Mortgage Company in its capacity as a loan seller) are
obligated to repurchase any mortgage loan in connection with either a breach of
any loan seller's representations and warranties or any document defects, if
such loan seller defaults on its obligation to do so. We cannot assure you that
the loan sellers will have the financial ability to effect such repurchases or
substitutions. In addition, if the breach or defect relates to a mortgage loan
jointly sold by Commerzbank AG, New York Branch, and Goldman Sachs Mortgage
Company, each of Commerzbank AG, New York Branch, and Goldman Sachs Mortgage
Company will be obligated to take those remedial actions only with respect to
its portion of the mortgage loan jointly sold by it. Therefore, it is possible
that under certain circumstances only one of Commerzbank AG, New York Branch,
and Goldman Sachs Mortgage Company will repurchase or otherwise comply with any
repurchase obligations. Any mortgage loan that is not repurchased and that is
not a "qualified mortgage" for a REMIC may cause the trust fund to fail to
qualify as one or more REMICs or cause the trust fund to incur a tax. See
"Description of the Mortgage Pool--Representations and Warranties" and "--Cures
and Repurchases" in this prospectus supplement for a summary of certain
representations and warranties.
SUBORDINATION OF SUBORDINATE OFFERED CERTIFICATES
As described in this prospectus supplement, unless your certificates are
Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4 or Class A-1A
certificates, your rights to receive distributions of amounts collected or
advanced on or in respect of the mortgage loans will be subordinated to those of
the holders of the offered certificates with a higher distribution priority and
to the Class X certificates.
See "Description of the Offered Certificates--Subordination" in this
prospectus supplement.
RISKS OF LIMITED LIQUIDITY AND MARKET VALUE
Your certificates will not be listed on any national securities exchange
or traded on any automated quotation systems of any registered securities
association, and there is currently no secondary market for your certificates.
While we have been advised by the underwriters that one or more of them, through
one or more of their affiliates, currently intend to make a secondary market in
the offered certificates, none of the underwriters has any obligation to do so,
any market making may be discontinued at any time, and there can be no assurance
that an active secondary market for the offered certificates will develop.
Additionally, one or more purchasers may purchase substantial portions of one or
more classes of offered certificates. Accordingly, you may not have an active or
liquid secondary market for your certificates. Lack of liquidity could result in
a substantial decrease in the market value of your certificates. The market
value of your certificates also may be affected by many other factors, including
the then-prevailing interest rates and market perceptions of risks associated
with commercial mortgage lending.
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BOOK-ENTRY REGISTRATION
Your certificates will be initially represented by one or more
certificates registered in the name of Cede & Co., as the nominee for DTC, and
will not be registered in your name. As a result, you will not be recognized as
a certificateholder, or holder of record of your certificates. See "Description
of the Offered Certificates--Book-Entry Registration" in this prospectus
supplement and "Description of the Certificates--General" in the prospectus for
a discussion of important considerations relating to not being a
certificateholder of record.
OTHER RISKS
Recent Hurricanes. In late August, September and October 2005, hurricanes
Katrina, Rita and Wilma and related windstorms, floods and tornadoes caused
extensive and catastrophic physical damage to coastal and inland areas located
in the Gulf Coast region of the United States (parts of Texas, Louisiana,
Mississippi, Alabama and Florida) and certain other parts of the southeastern
United States (including offshore facilities in the Gulf of Mexico) consisting
of severe flooding, wind and water damage, forced evacuations, contamination,
gas leaks and fire and environmental damage. That damage, and the national,
regional and local economic and other effects of that damage, are not yet fully
assessed or known. Initial economic effects appear to include nationwide
decreases in oil supplies and refining capacity, nationwide increases in gas
prices and regional interruptions in travel and transportation, tourism and
economic activity generally in some of the affected areas. It is not possible to
determine the extent to which these effects may be temporary or how long they
may last. These effects could lead to a general economic downturn, including
increased oil prices, loss of jobs, regional disruptions in travel,
transportation and tourism and a decline in real-estate related investments, in
particular, in the areas most directly damaged by the storm. Other temporary
and/or long-term effects on national, regional and local economies, securities,
financial and real estate markets, government finances, and spending or travel
habits may subsequently arise or become apparent in connection with the
hurricanes and their aftermath. Furthermore, there can be no assurance that
displaced residents of the affected areas will return, that the economies in the
affected areas will recover sufficiently to support income producing real estate
at pre-storm levels or that the costs of clean-up will not have a material
adverse effect on the national economy. Because standard hazard insurance
policies generally do not provide coverage for damage arising from floods and
windstorms, property owners in the affected areas may not be insured for the
damage to their properties and, in the aggregate, this may affect the timing and
extent of local and regional economic recovery.
See "Risk Factors" in the prospectus for a description of certain other
risks and special considerations that may be applicable to your certificates.
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DESCRIPTION OF THE MORTGAGE POOL
GENERAL
The assets of the Trust created pursuant to the Pooling and Servicing
Agreement (the "Trust Fund") will consist of a pool of fixed rate mortgage loans
(the "Mortgage Loans" or the "Mortgage Pool") with an aggregate principal
balance as of the later of the due date for such Mortgage Loan in March or the
date of origination of such Mortgage Loan (the "Cut-off Date"), after deducting
payments of principal due on such date, of approximately $3,900,954,521 (with
respect to each Mortgage Loan, the "Cut-off Date Balance" and, in the aggregate,
the "Initial Pool Balance"). Each Mortgage Loan is evidenced by one or more
promissory notes (each a "Mortgage Note") and secured by a mortgage, deed of
trust or other similar security instrument (a "Mortgage") creating a first lien
on a fee simple and/or leasehold interest in a retail, office, hospitality,
multifamily, industrial, self storage, manufactured housing community or other
commercial property (each, a "Mortgaged Property"). The Mortgage Loans are
generally non-recourse loans. In the event of a borrower default on a
non-recourse mortgage loan, recourse may be had only against the specific
mortgaged property and the other limited assets securing the mortgage loan, and
not against the borrower's other assets.
The pool of Mortgage Loans will be deemed to consist of two loan groups
("Loan Group 1" and "Loan Group 2" and collectively, the "Loan Groups"). Loan
Group 1 will consist of 168 Mortgage Loans, representing approximately 92.0% of
the Initial Pool Balance (the "Initial Loan Group 1 Balance") and includes all
Mortgage Loans other than the Mortgage Loans secured by multifamily and
manufactured housing community properties. Loan Group 2 will consist of 20
Mortgage Loans, representing approximately 8.0% of the Initial Pool Balance (the
"Initial Loan Group 2 Balance") and includes all Mortgage Loans that are secured
by multifamily properties and 2 Mortgage Loans secured by manufactured housing
community properties. Annex C-1 to this prospectus supplement sets forth the
loan group designation with respect to each Mortgage Loan.
The descriptions in this prospectus supplement of the Mortgage Loans and
the Mortgaged Properties are based upon the Mortgage Pool as it is expected to
be constituted as of the close of business on the Closing Date, assuming that
(i) all scheduled principal and interest payments due on or before the Cut-off
Date will be made and (ii) no defaults, delinquencies or prepayments on any
Mortgage Loan on or prior to the Cut-off Date. The sum of the numerical data in
any column in a table may not equal the indicated total due to rounding. Unless
otherwise indicated, all figures presented in this prospectus supplement are
calculated as described under "Description of the Mortgage Pool--Additional
Information" in this prospectus supplement and all percentages represent the
indicated percentage of the Initial Pool Balance, the Initial Loan Group 1
Balance or the Initial Loan Group 2 Balance, as applicable.
When information presented in this prospectus supplement with respect to
the Mortgaged Properties is expressed as a percentage of the Initial Pool
Balance, the percentages are based on an allocated loan amount that has been
assigned to the related Mortgaged Properties based upon one or more of the
relative appraised values, the relative underwritten net cash flow or prior
allocations reflected in the related mortgage loan documents as set forth on
Annex C-1 to this prospectus supplement.
All information presented in this prospectus supplement with respect to a
Mortgage Loan with a Pari Passu Companion Loan or Subordinate Companion Loan is
calculated without regard to the related Pari Passu Companion Loan or
Subordinate Companion Loan, unless otherwise indicated. The loan amount used in
this prospectus supplement for purposes of calculating the LTV's and DSCR's for
each of the Mortgage Loans with a Pari Passu Companion Loan is the aggregate
principal balance of the Mortgage Loan and the related Pari Passu Companion
Loan.
Of the Mortgage Loans to be included in the Trust Fund:
o Ninety-three (93) Mortgage Loans (the "Greenwich Loans"),
representing approximately 58.5% of the Initial Pool Balance, were
originated or acquired by Greenwich Capital Financial Products, Inc.
("GCFP"); and
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o Ninety-five (95) Mortgage Loans (the "GSCMC Loans"), representing
approximately 41.5% of the Initial Pool Balance, were originated by
Goldman Sachs Commercial Mortgage Capital, L.P. (formerly Archon,
L.P.) ("GSCMC") (including the Mortgage Loans secured by the
Mortgaged Properties identified on Annex C-1 to this prospectus
supplement as The Shops at LaCantera and Whalers Village that were
originated jointly with Commerzbank AG, New York Branch
("Commerzbank") and that are being sold jointly to the Depositor).
The originators of the Mortgage Loans are referred to in this prospectus
supplement as the "Originators". The GSCMC Loans were originated for sale to
Goldman Sachs Mortgage Company ("GSMC"). GSMC has or will acquire prior to the
Closing Date (i) the GSCMC Loans and (ii) GSCMC's portion of each of The Shops
at LaCantera Loan and the Whalers Village Loan. GS Mortgage Securities
Corporation II (the "Depositor") will acquire the Mortgage Loans from GSMC, GCFP
and Commerzbank (collectively, the "Loan Sellers") on or about March 23, 2006
(the "Closing Date"). The Depositor will cause the Mortgage Loans in the
Mortgage Pool to be assigned to the Trustee pursuant to the Pooling and
Servicing Agreement.
CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS
GENERAL MORTGAGE LOAN CHARACTERISTICS
(AS OF THE CUT-OFF DATE, UNLESS OTHERWISE INDICATED)
ALL LOAN LOAN
MORTGAGE LOANS GROUP 1 GROUP 2
----------------- ---------------- ----------------
Initial Cut-off Date Balance(1)........................... $3,900,954,521 $3,589,152,703 $311,801,818
Number of Mortgage Loans.................................. 188 168 20
Number of Mortgaged Properties............................ 315 286 29
Average Cut-off Date Mortgage Loan Balance................ $20,749,758 $21,364,004 $15,590,091
Weighted Average Mortgage Rate(3)......................... 5.654% 5.677% 5.394%
Range of Mortgage Rates(3)................................ 4.850% to 6.865% 4.850% to 6.865% 4.910% to 6.052%
Weighted Average Cut-off Date Remaining Term to Maturity
(months)............................................... 98 98 93
Range of Cut-off Date Remaining Terms to Maturity (months) 51 to 120 51 to 120 63 to 118
Weighted Average Cut-off Date DSCR(2)(3).................. 1.43x 1.44x 1.39x
Range of Cut-off Date DSCRs(2)(3)......................... 1.13x to 2.52x 1.13x to 2.52x 1.20x to 1.60x
Weighted Average Cut-off Date LTV(3)...................... 72.7% 72.5% 75.4%
Range of Cut-off Date LTVs(3)............................. 38.2% to 89.3% 38.2% to 89.3% 62.5% to 81.1%
Weighted Average LTV at Maturity(4)....................... 67.4% 67.1% 71.5%
Balloon Mortgage Loans(5)................................. 15.1% 16.0% 4.8%
Defeasance Loans.......................................... 97.2% 96.9% 100.0%
___________________
(1) Subject to a permitted variance of plus or minus 5%.
(2) "DSCR" for any Mortgage Loan is equal to the Net Cash Flow from the
related Mortgaged Property or Properties divided by the annual debt
service for such Mortgage Loan. The annual debt service used for purposes
of calculating the DSCR for each of the Whole Loans with a Pari Passu
Companion Loan is the aggregate annual debt service of the Mortgage Loan
and the related Pari Passu Companion Loan. Additional adjustments for the
cross-collateralized mortgage loan group and the Mortgage Loan(s) with
earnout provisions are described on Annex A to this prospectus supplement.
(3) "LTV" or "Loan-to-Value Ratio" means, with respect to any Mortgage Loan,
the principal balance of such Mortgage Loan as of the Cut-off Date divided
by the appraised value of the Mortgaged Property or Properties securing
such Mortgage Loan as of the date of the original appraisal (or, in
certain cases, as updated in contemplation of this transaction). The
principal balance used for purposes of calculating the LTV for each of the
Whole Loans with a Pari Passu Companion Loan is the aggregate principal
balance of the Mortgage Loans and the related Pari Passu Companion Loan.
Additional adjustments for the cross-collateralized mortgage loan group
and the Mortgage Loans with earnout provisions or other provisions are
described on Annex A to this prospectus supplement. When information
presented in this prospectus supplement with respect to the interest rates
on the mortgage loans, such numbers are presented, including without
limitation for purposes of calculating the weighted average mortgage
interest rates and debt-service coverage ratios, with respect to the
mortgage loan secured by the mortgaged property identified on Annex C-1 to
this prospectus supplement as Villa Toscana, representing approximately
0.7% of the aggregate principal balance of the pool of mortgage loans as
of the cut-off date, which has an interest rate that steps up annually
assuming the highest interest rate payable under that mortgage loan of
5.28%.
(4) "LTV at Maturity" for any Mortgage Loan is calculated in the same manner
as LTV as of the Cut-off Date, except that the Cut-off Date Balance used
to calculate the LTV as of the Cut-off Date has been adjusted to give
effect to the amortization of the applicable Mortgage Loan up to its
maturity date. Such calculation thus assumes that the appraised value of
the Mortgaged Property or Properties securing a Mortgage Loan on the
maturity date is the same as the appraised value as of the date of the
original appraisal. Additional adjustments for the cross-collateralized
mortgage loan group and the Mortgage Loans with earnout provisions or
other provisions are described on Annex A to this prospectus supplement.
There can be no assurance that the value of any particular Mortgaged
Property is now, will be at maturity equal to or greater than its original
appraised value.
(5) Excludes the Mortgage Loans that pay interest-only until maturity or for a
partial interest-only period.
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ADDITIONAL INDEBTEDNESS
The terms of certain Mortgage Loans permit the borrowers to post letters
of credit and/or surety bonds for the benefit of the mortgagee under the
Mortgage Loans, which may constitute a contingent reimbursement obligation of
the related borrower or an affiliate. The issuing bank or surety will not
typically agree to subordination and standstill protection benefiting the
mortgagee.
Substantially all of the Mortgage Loans permit the related borrower to
incur limited indebtedness in the ordinary course of business that is not
secured by the related Mortgaged Property. Moreover, in general, borrowers that
do not meet single-purpose entity criteria may not be restricted from incurring
unsecured debt.
Additionally, although the Mortgage Loans generally place certain
restrictions on incurring mezzanine debt by the pledging of general partnership
and managing member equity interests in a borrower, such as specific percentage
or control limitations, the terms of the mortgages generally permit, subject to
certain limitations, the pledge of less than a controlling portion of the
limited partnership or non-managing membership equity interests in a borrower.
However, certain of the Mortgage Loans do not restrict the pledging of ownership
interests in the borrower, but do restrict the transfer of ownership interests
in a borrower by imposing limitations on transfer of control or a specific
percentage of ownership interests. In addition, in general, Mortgage Loans with
a borrower that does not meet single-purpose entity criteria may not be
restricted in any way from incurring mezzanine debt. As of the Cut-off Date,
each Loan Seller has informed us that it is aware of the following mezzanine
indebtedness with respect to the Mortgage Loans it is selling to the Depositor:
Aggregate % of Initial Initial Principal Interest Rate Maturity Date
Mortgaged Cut-off Pool Amount of on Mezzanine of Mezzanine
Property Name Date Balance Balance Mezzanine Debt Loan Loan
- ---------------------------------- ------------ ------------ ----------------- -------------- --------------
Maryland Multifamily Portfolio $140,000,000 3.6% $20,000,000 Libor + 6.25% July 6, 2012
Millennium in Midtown(1) $ 73,070,000 1.9% $ 8,090,000 6.383% January 6, 2016
Atrium at Empire Lakes $ 50,895,000 1.3% $ 5,000,000 Libor + 2.5% April 6, 2006
Monte Bello Apartments (Partridge Pointe) $ 14,300,000 0.4% $ 7,834,125 Libor + 8.25% June 6, 2011
_________________
(1) Includes a $7,000,000 mezzanine financing advance obligation required
(under the terms of the mezzanine loan documents, so long as no event of
default under the mezzanine loan documents exists) to be funded by the
holder of the mezzanine loan on or before August 1, 2006. The advance will
be used to fund a tenant leasing reserve account, which account must, in
order to avoid a default under the mortgage loan documents, be funded in
the amount of $7,000,000 by August 1, 2006.
In the case of each of the above-described Mortgage Loans with existing
mezzanine debt, the holder of the mezzanine loan generally has the right to cure
certain defaults occurring on the Mortgage Loan and the right to purchase the
Mortgage Loan from the trust if certain defaults on the Mortgage Loan occur. The
purchase price required to be paid in connection with such a purchase is
generally equal to the outstanding principal balance of the Mortgage Loan,
together with accrued and unpaid interest on, and all unpaid servicing expenses
and advances relating to, the Mortgage Loan. The specific rights of the related
mezzanine lender with respect to any future mezzanine debt will be specified in
the related intercreditor agreement and may include rights substantially similar
to the cure and repurchase rights described in the preceding sentence.
With respect to the Mortgage Loans listed in the chart below, the direct
and indirect equity owners of the borrower are permitted to incur future
mezzanine debt, subject to the satisfaction of conditions contained in the
related loan documents, including, among other things, the combined maximum LTV
ratio, the combined minimum DSCR and the maximum mezzanine debt permitted, as
listed below.
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The applicable Loan Sellers have informed us that equity owners of the
borrowers under certain Mortgage Loans are permitted to incur future mezzanine
debt, as described below.
MORTGAGE LOAN COMBINED MAXIMUM
CUT-OFF DATE MAXIMUM LTV COMBINED MEZZANINE
MORTGAGED PROPERTY NAME BALANCE RATIO MINIMUM DSCR DEBT PERMITTED
- --------------------------------------- --------------- ----------- ------------ --------------
One Commerce Square $ 130,000,000 75% 1.20x NA
The Shops at LaCantera $129,255,976 75% 1.05x(1) NA
Whalers Village $ 109,504,922 75% 1.05x(1) NA
1625 & 1675 Broadway $ 94,100,000 90% NA NA
Met Park East $ 79,700,000 80% NA NA
Millennium in Midtown(4) $ 73,070,000 85% 1.20x NA
The Watergate $ 71,100,000 90% 1.05x NA
Park Place $ 69,250,000 80% NA NA
Reid Murdoch Center $ 56,000,000 75% 1.20x NA
Hilton DFW $ 46,500,000 75% 1.40x (2)
Century Centre II $ 25,300,000 80% 1.10x NA
Century Centre I $ 16,900,000 80% 1.10x NA
Balentine Park $ 14,000,000 75% 1.20x NA
Hilton Garden Inn Tampa $ 13,825,000 75% 1.40x (3)
Goodman Theater $ 11,500,000 75% 1.20x NA
313 Washington Street $ 10,200,000 80% NA NA
Cherry Creek Center $ 9,082,000 80% 1.20x NA
Tenth & Pearl Street $ 9,000,000 70% 1.30x NA
Lone Tree Retail Center $ 8,159,969 80% 1.20x NA
Holsum Lofts $ 6,825,000 80% 1.20x NA
The Bradbury Building $ 6,500,000 80% 1.20x NA
SpringHill Suites by Marriott $ 4,425,000 70% 1.40x (3)
Park Lane Shopping Center $ 3,900,000 80% 1.20x NA
Omni 3 Self Storage $ 3,656,604 80% 1.35x NA
4170 Douglas Boulevard $ 3,400,000 65% 1.30x NA
Omni 2 Self Storage $ 3,192,669 80% 1.35x NA
Omni 1 Self Storage $ 3,127,818 80% 1.35x NA
Iron Gate Storage at Pearson Airport $ 2,596,534 75% 1.30x NA
Iron Gate Storage at Cascade Park $ 2,087,207 75% 1.30x NA
2011 North Capitol Ave $ 2,300,000 75% 1.25x (3)
_____________________
(1) Not less than 1.20x based on actual loan constant and not less than 1.05x
based on assumed loan constant of 9%.
(2) Mezzanine or unsecured debt is permitted in an amount no greater than (a)
amount necessary to buy all of the equity in the borrower under the
Mortgage Loan (b) 50% of any actual third party costs in connection with
the construction of a pool and spa at the property (up to a maximum of
$10,000,000), or (c) if, in connection with an approved assumption of the
Mortgage Loan, the difference between 75% of the purchase price of the
property and the outstanding principal balance of the Mortgage Loan. Such
mezzanine or unsecured debt may be converted to debt secured by the
mortgaged property with the consent of the special servicer and each
rating agency then rating the certificates.
(3) Mezzanine or unsecured debt is permitted in connection with a
lender-approved sale of the mortgaged property and the assumption of the
Mortgage Loan in an amount no greater than the difference between the
combined debt correlating to maximum permitted LTV ratio and the
then-outstanding principal balance of the mortgage loan. Such mezzanine or
unsecured debt may be converted to debt secured by the mortgaged property
with the consent of the special servicer and each rating agency then
rating the certificates.
(4) The future mezzanine debt would be in addition to the existing mezzanine
debt and the combined loan-to-value and debt service coverage requirements
take into account the related mortgage loan, any existing mezzanine debt
and the future mezzanine debt.
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As of the Cut-off Date, each Loan Seller has informed us that it is aware
of the following subordinate indebtedness and permitted subordinate indebtedness
with respect to borrowers under their respective Mortgage Loans:
o With respect to one (1) Mortgage Loan secured by the Mortgaged
Property identified on Annex C-1 to this prospectus supplement as
The Watergate, representing approximately 1.8% of the Initial Pool
Balance, Capri Select II Watergate, LLC, (the "Preferred Equity
Holder") contributed approximately $12,500,000 to BentleyForbes
Watergate II, LLC, a holder of an indirect ownership interest in the
borrower (the "Indirect Owner"). This contribution accrues interest
at 9.5% per annum and is payable monthly to the extent there is net
cash flow, however, any shortfall in payments will accrue interest.
In addition, the Indirect Owner is required to pay to the Preferred
Equity Holder a "standby fee" of 0.75% on an unfunded portion of
additional contribution of up to $1,800,000 in October 2006 and
2007. Although there are no regularly scheduled payments required,
the Preferred Equity Holder has the right to "put" its interest to
BentleyForbes Watergate III, LLC, its co-member in the Indirect
Owner, if the contribution has not been paid in full by October
2010. In addition, the borrower is permitted to incur future
mezzanine debt, subject to the satisfaction of certain conditions
set forth in the related loan documents, including, among other
things, (i) the sum of the outstanding principal amount of the
Mortgage Loan plus the aggregate of all mezzanine debt does not
exceed ninety-percent (90%) of the value of the Mortgaged Property,
(ii) the aggregate sums payable in respect of the outstanding
principal amount of the Mortgage Loan plus the sums payable in
respect of the aggregate of all mezzanine debt does not cause the
debt-service-coverage ratio for the Mortgage Loan to be less than
1.05x, and (iii) any contribution by the Preferred Equity Holder is
repaid and satisfied in full simultaneous with the origination of
such mezzanine debt.
o With respect to three (3) Mortgage Loans secured by the Mortgaged
Properties identified on Annex C-1 to this prospectus supplement as
Alderbrook Apartments, Summit Apartments and Aspen Court,
representing approximately 0.3%, 0.2% and 0.1%, respectively, of the
Initial Pool Balance, the borrower is permitted to incur unsecured
subordinate debt from its members for operating deficits, but the
debt is repayable only from net cash flow after all debt service and
expenses have been paid.
o With respect to one (1) Mortgage Loan secured by a portfolio of
Mortgaged Properties identified on Annex C-1 to this prospectus
supplement as Hawaii Airport Hotels, representing approximately 0.6%
of the Initial Pool Balance, the borrower is indebted to one of its
affiliates (KXC, LLC) under a subordinate mortgage loan in the
amount of $10,024,780 plus $4,723,388 of accrued but unpaid interest
as of the date of closing of the Mortgage Loan. The subordinate loan
(i) is payable only to the extent of excess cash flow and (ii) is
subject to a subordination agreement and a standstill and
intercreditor agreement pursuant to which the subordinate mortgage
loan is subordinated to the Mortgage Loan and which contains a
complete standstill agreement during the term of the Mortgage Loan.
In addition, the affiliated lender has pledged its interest in such
subordinate mortgage loan as additional collateral for the Mortgage
Loan.
o With respect to one (1) Mortgage Loan secured by the Mortgaged
Property identified on Annex C-1 to this prospectus supplement as
1733 Ocean Avenue, representing approximately 0.9% of the Initial
Pool Balance, the mortgage loan documents permit the related
borrower's parent (or any entity holding any direct or indirect
interests in the borrower's parent) to pledge its direct or indirect
ownership interest in the related borrower to any institutional
lender providing a corporate line of credit or other financing,
provided that the value of the Mortgaged Property which is
indirectly pledged as collateral under such financing constitutes no
more than 33% of the total value of all assets directly or
indirectly securing such financing.
o With respect to one (1) Mortgage Loan secured by the Mortgaged
Property identified on Annex C-1 to this prospectus supplement as
Fairfield Inn & Suites - Virginia Beach, VA, representing
approximately 0.3% of the Initial Pool Balance, the borrower is
permitted to incur up to $1,250,000 of subordinated and unsecured
debt from Thomas J. Lyons, Jr., the non-recourse guarantor, for uses
directly related to the operations and management of the subject
property,
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subject to the satisfaction of certain conditions, including, among
other things, the combined loan-to-value ratio of the Mortgage Loan
and the subordinate indebtedness is not greater than 85% and the
holder of the subordinate debt executes a subordination and
standstill agreement.
o With respect to two (2) Mortgage Loans secured by the Mortgaged
Properties identified on Annex C-1 to this prospectus supplement as
Atrium at Empire Lakes and 5751-5771 Copley Drive, representing
approximately 1.3% and 0.5%, respectively, of the Initial Pool
Balance, the borrower is permitted to incur indebtedness secured by
a subordinate lien encumbering the property in connection with the
sale of the related Mortgaged Property, subject to the satisfaction
of certain conditions, including, among other things, the combined
loan-to-value ratio does not exceed 70%, and the combined
debt-service coverage is not less than 1.25x.
o With respect to one (1) Mortgage Loan secured by the Mortgaged
Property identified on Annex C-1 to this prospectus supplement as
Boardwalk Inn & Suites, representing approximately 0.2% of the
Initial Pool Balance, the borrower is permitted to incur unsecured
subordinate debt, subject to certain conditions including, among
other things, a maximum combined loan-to-value ratio not to exceed
85%, a subordination and standstill agreement, the inclusion in the
subordinate debt documents of provisions providing that such
subordinate debt is only payable to the extent available net cash
flow is available, and the holder of the subordinate debt must be a
member of the borrower, extending debt to the borrower pursuant to
the terms of its operating agreement entered prior to the effective
date of the Mortgage Loan, and the holder of the subordinate debt
not being permitted to assign its rights as holder of the
subordinate debt during the term of the Mortgage Loan.
o With respect to two (2) Mortgage Loans secured by the Mortgaged
Property and a portfolio of Mortgaged Properties identified on Annex
C-1 to this prospectus supplement as Bridgewater Hill Corporate
Center and Verizon New England Telephone, respectively, representing
approximately 0.4% and 0.2%, respectively, of the Initial Pool
Balance, the mortgage loan documents permit the related borrower's
parent (or any entity holding any direct or indirect interests in
the borrower's parent) to pledge their direct or indirect ownership
interest in the related borrower to any institutional lender
providing a corporate line of credit or other financing, provided
that the value of the Mortgaged Property which is indirectly pledged
as collateral under such financing constitutes no more than 10% of
the total value of all assets directly or indirectly securing such
financing.
Furthermore, the respective Mortgaged Properties that secure each Whole
Loan also secure the related Pari Passu Companion Loans and/or the related
Subordinate Companion Loan on a pari passu and/or subordinate basis, as
described in "--The Whole Loans" below.
Certain risks relating to additional debt are described in "Risk
Factors--Other Financings" in this prospectus supplement.
DUE DATES; MORTGAGE RATES; CALCULATIONS OF INTEREST. Subject in some cases
to a next business day convention, all of the Mortgage Loans have payment dates
upon which interest and/or principal payments are due under the related Mortgage
Note (each such date, a "Due Date") that occur as described in the following
table with the indicated grace period.
% of Initial
Default Grace Number of Mortgage
Due Date Period Days Mortgage Loans Pool Balance
-------------- --------------- --------------- -------------
1st 5 11 2.5%
6th 0 174 86.6%
6th 3 2 6.1%
6th 10 1 4.8%
As used in this prospectus supplement, "grace period" is the number of
days before a payment default is an event of default under each Mortgage Loan.
See Annex C-1 for information on the number of days before late payment charges
are due under the Mortgage Loan.
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All of the Mortgage Loans are secured by first liens on fee simple and/or
leasehold interests in the related Mortgaged Properties, subject to the
permitted exceptions reflected in the related title insurance policy. All of the
Mortgage Loans bear fixed interest rates. All of the Mortgage Loans accrue
interest on the basis of the actual number of days in a month, assuming a
360-day year ("Actual/360 Basis"). One hundred and fourteen (114) of the
Mortgage Loans, representing approximately 59.6% of the Initial Pool Balance,
provide for monthly payments of interest only over a fixed period of time after
origination ranging from 12 months to 84 months. Twenty-five (25) of the
Mortgage Loans, representing approximately 25.3% of the Initial Pool Balance
provide for monthly payments of interest only until their stated maturity dates.
The remaining forty-nine (49) Mortgage Loans, representing approximately 15.1%
of the Mortgage Loans (of the Initial Pool Balance), provide for monthly
payments of principal based on amortization schedules significantly longer than
the remaining terms of such Mortgage Loans (each, a "Balloon Mortgage Loan").
These Mortgage Loans will have balloon payments due at their stated maturity
dates, unless prepaid prior thereto.
With respect to the Mortgage Loan secured by the Mortgaged Property
identified on Annex C-1 to this prospectus supplement as The Shops at LaCantera,
representing approximately 3.3% of the Initial Pool Balance, the related
Mortgage Loan amortizes based on a changing amortization schedule as set forth
on Annex C-3 to this prospectus supplement.
With respect to one (1) Mortgage Loan secured by the Mortgaged Property
identified on Annex C-1 to this prospectus supplement as Villa Toscana,
representing approximately 0.7% of the Initial Pool Balance, the interest rate
is 4.53% through the November 2006 payment date and increases annually
thereafter to a maximum rate of 5.28% for all payment dates after the November
2010 payment date, and the DSCR as of the Cut-off Date assuming the highest
interest rate payable under the Mortgage Loan of 5.28% is 1.60x.
"DUE-ON-SALE" AND "DUE-ON-ENCUMBRANCE" PROVISIONS. The Mortgage Loans
generally contain "due-on-sale" and "due-on-encumbrance" clauses, which in each
case permit the holder of the Mortgage Loan to accelerate the maturity of the
Mortgage Loan if the borrower sells or otherwise transfers or encumbers (subject
to certain exceptions set forth in the loan documents) the related Mortgaged
Property or a controlling interest in the borrower without the consent of the
mortgagee. Certain of the Mortgage Loans provide that transfers of the Mortgaged
Property are permitted if certain conditions are satisfied, which may include
one or more of the following:
(i) no event of default has occurred,
(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, downgrade 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 has been received (which assumption fee
will be paid to the Master Servicer and the Special Servicer, as described
in this prospectus supplement and as provided in the Pooling and Servicing
Agreement, and will not be paid to the Certificateholders); however,
certain of the Mortgage Loans allow the borrower to sell or otherwise
transfer the related Mortgaged Property a limited number of times without
paying an assumption fee.
Transfers resulting from the foreclosure of a pledge of the collateral for
a mezzanine loan will also result in a permitted transfer. See "Description of
the Mortgage Pool--Additional Indebtedness" above. In addition, with respect to
the Mortgage Loan secured by the Mortgaged Property identified on Annex C-1 to
this prospectus supplement as The Watergate, representing approximately 1.8% of
the Initial Pool Balance, the borrower obtained preferred equity financing from
a preferred partner of the borrower. Although payments to the preferred partner
may only be from excess cash returned to the
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borrower, in the event the preferred equity financing is not satisfied by an
outside date or upon an event of default under the partnership agreement, the
preferred partner will be permitted to exercise a buy/sell option under the
partnership agreement and cause the transfer of control of the borrower to the
preferred partner.
In addition, certain of the Mortgage Loans permit certain transfers
specified in the related loan documents such as transfers to an entity or type
of entity specifically described in the related loan documents, transfers to
affiliates, transfers for estate planning purposes and transfers that result
from changes in ownership interests in the borrower. Generally, the Mortgage
Loans do not prohibit transfers of non-controlling interests so long as no
change of control results or, with respect to Mortgage Loans to tenant-in-common
borrowers, transfers to new tenant-in-common borrowers.
The Special Servicer will determine, in a manner consistent with the
Servicing Standard, whether to exercise any right the mortgagee may have under
any such clause to accelerate payment of the related Mortgage Loan upon, or to
withhold its consent to, any transfer or further encumbrance of the related
Mortgaged Property, subject to the approval of the Controlling Class
Representative. See "Certain Legal Aspects of the Mortgage Loans--Enforceability
of Certain Provisions--Due-on-Sale Provisions" in the prospectus. The Depositor
makes no representation as to the enforceability of any due-on-sale or
due-on-encumbrance provision in any Mortgage Loan.
DEFEASANCE; COLLATERAL SUBSTITUTION. The terms of all but one hundred and
seventy-four (174) of the Mortgage Loans (the "Defeasance Loans"), representing
approximately 97.2% of the Initial Pool Balance, permit the applicable borrower
at any time (provided no event of default exists) after a specified period (the
"Defeasance Lock-Out Period") to obtain a release of a Mortgaged Property from
the lien of the related Mortgage (a "Defeasance Option"). With respect to all of
the Mortgage Loans, the Defeasance Lock-Out Period ends at least two years after
the Closing Date.
The Defeasance Option is also generally conditioned on, among other
things, (a) the borrower providing the mortgagee with at least 30 days prior
written notice of the date of such defeasance and (b) the borrower (A) paying on
any Due Date (the "Release Date") (i) all interest accrued and unpaid on the
principal balance of the Mortgage Note to the Release Date, (ii) all other sums,
excluding scheduled interest or principal payments, due under the Mortgage Loan
and all other loan documents executed in connection with the Defeasance Option,
(iii) an amount (the "Defeasance Deposit") that will be sufficient to (x)
purchase non-callable obligations backed by the full faith and credit of the
United States of America or, in certain cases, other U.S. government securities
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 or the first date on which voluntary prepayments of the Mortgage Loan is
permitted, and (2) in amounts equal to the scheduled payments due on such dates
under the Mortgage Loan, or the defeased portion of the Mortgage Loan in the
case of a partial defeasance, and (y) pay any costs and expenses incurred in
connection with the purchase of such U.S. government securities and (B)
delivering a security agreement granting the Trust Fund a first priority lien on
the Defeasance Deposit and, in certain cases, the U.S. government obligations
purchased with the Defeasance Deposit and an opinion of counsel to such effect.
Pursuant to the terms of the Pooling and Servicing Agreement, the Master
Servicer will be responsible for purchasing the government securities on behalf
of the borrower at the borrower's expense to the extent consistent with the
related loan documents. Pursuant to the terms of the Pooling and Servicing
Agreement, any amount in excess of the amount necessary to purchase such
government securities 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 government securities (together with any Mortgaged
Property not released, in the case of a partial defeasance) will be substituted
as the collateral securing the Mortgage Loan.
In general, if consistent with the related loan documents, a successor
borrower established, designated or approved by the Master Servicer will assume
the obligations of the related borrower exercising a Defeasance Option and the
borrower will be relieved of its obligations under the Mortgage Loan. If a
Mortgage Loan is partially defeased, if consistent with the related loan
documents, generally
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the related promissory note will be split and only the defeased portion of the
borrower's obligations will be transferred to the successor borrower.
With respect to the two (2) Mortgage Loans, secured by a portfolio of nine
(9) and eight (8) Mortgaged Properties, respectively, identified on Annex C-1 to
this prospectus supplement as JQH Hotel Portfolio D and JQH Hotel Portfolio B3,
together representing approximately 6.9% of the Initial Pool Balance, the
borrower is permitted to replace up to two of the related mortgaged properties
with a substitute property prior to the payment date in October 2014, subject to
the satisfaction of certain conditions, including, among other things, (i) the
property to be substituted is (a) a real property located in the United States
that is primarily used or designed to be used as a hotel and (b) of a quality
equal to or greater than that of the property to be replaced, as reasonably
determined by lender, (ii) the market value of the substitute property (based on
an appraisal less than three months old) equals or exceeds the greater of the
appraised value of the property to be replaced at origination or the current
appraised value of the property to be replaced (based on an appraisal less than
12 months old) (which may be calculated in the aggregate if two properties are
being substituted for simultaneously), (iii) the debt-service coverage ratio for
the prior 12-month period based on the remaining properties and the substitute
properties is not less than 1.35x (the debt service coverage ratio at
origination) and (iv) with respect to the second property substitution only, the
lender have received confirmation from each rating agency that the substitution
would not cause the downgrade, withdrawal or qualification of any rating then
assigned to any outstanding certificates.
One (1) Mortgage Loan secured by a portfolio of thirteen (13) Mortgaged
Properties identified on Annex C-1 to this prospectus supplement as Sealy
Industrial Portfolio II, representing approximately 1.5% of the Initial Pool
Balance, permits the borrower to obtain the release of an individual property
from the lien of the mortgage by simultaneously substituting another property
for the released property, subject to the satisfaction of certain conditions
including among other things, (a) no substitution will be permitted until after
the date after which defeasance is permitted has passed or if any event of
default has occurred; (b) obtaining confirmation from each Rating Agency that
the then current ratings of the Certificates will not be downgraded, withdrawn
or qualified as a result of the substitution; (c) borrower shall have delivered
to lender a current appraisal for the substitute property and a current
appraisal for the released property; (d) the debt-service-coverage ratio is
equal to or greater than the greater of (i) the debt-service-coverage ratio for
the properties immediately prior to the substitution and (ii) 1.25x; (e) the
loan-to-value ratio will not be in excess of the lesser of (i) the loan-to-value
ratio for the properties immediately prior to the substitution and (ii) 75%; and
(f) after giving effect to the substitution, the geographic concentrations and
general use of the properties will not have materially changed. The borrower is
not permitted more than four (4) substitutions during the entire term of the
loan, and the aggregate allocated loan amounts of the released properties for
all substitutions during the entire term of the loan may not exceed thirty
percent (30%) of the original principal balance of the loan.
With respect to one (1) Mortgage Loan secured by a portfolio of eight (8)
Mortgaged Properties identified on Annex C-1 to this prospectus supplement as
COPT Portfolio, representing approximately 2.6% of the Initial Pool Balance,
prior to November 6, 2014, the COPT Portfolio loan permits the release of up to
four of the COPT Portfolio properties by simultaneously substituting one or more
other properties (such a simultaneous release and substitution, a "COPT
Substitution"), subject to the satisfaction of certain conditions, including
among other things: (i) after giving effect to the applicable COPT
Substitution(s), at least 4 of the original 8 COPT Portfolio properties remain
subject to the COPT Portfolio loan and there is no reduction in the number of
overall properties; (ii) the delivery of confirmation from each Rating Agency
that the then current ratings of the Certificates will not be downgraded,
withdrawn or qualified and a REMIC opinion; (iii) an appraisal acceptable to
lender for each substitute property indicating an aggregate fair market value of
the substitute property(ies) that is equal to or greater than the fair market
value of the property(ies) being released; (iv) after giving effect to the
applicable COPT Substitution(s), the aggregate underwritten net operating income
of all of the substitute properties will not exceed the lesser of (A) 40% of the
underwritten net operating income of all the properties Current COPT Portfolio
loan and (B) $3,272,400; (v) after giving effect to the applicable COPT
Substitution(s), the aggregate fair market value of all of the substitute
properties will not exceed the lesser of (A) 40% of the aggregate fair market
value of all the properties Current COPT Portfolio loan and (B) $53,080,000;
(vi) after giving effect to the applicable substitution(s), the underwritten
debt-service-coverage ratio
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(calculated using underwritten cash flow and the greater of the actual debt
service constant and an 8.50% constant) for all the properties Current COPT
Portfolio loan be no less than the greater of (A) the underwritten
debt-service-coverage ratio for all of the COPT Portfolio properties immediately
preceding such COPT Substitution(s) and (B) 1.00x; (vii) after giving effect to
the applicable COPT Substitution(s), the loan-to-value ratio for all of the
properties then subject to the COPT Portfolio loan be no greater than the lesser
of (A) the loan-to-value ratio for all of the properties immediately preceding
such COPT Substitution(s) or (B) 78%; and (viii) no event of default then
existing. If the COPT Portfolio borrowers are unable to simultaneously
effectuate the substitution of a substitute property for a released property as
contemplated above, the COPT Portfolio borrowers may obtain the release of the
applicable released property(ies), subject to the satisfaction of certain
conditions, including: (i) the deposit of cash or a letter of credit (the
"Substitution Collateral") in an amount equal to the greater of (A) the then
fair market value of the proposed released property(ies) and (B) the amount that
would be required to purchase defeasance collateral necessary to partially
defease the COPT Portfolio loan and obtain a release of the released
property(ies) if such released property(ies) was being released pursuant to the
provisions described under "--Partial Releases" below; (ii) the delivery to
lender of a REMIC opinion with respect to such release of property(ies) and
substitution of the Substitution Collateral and related matters; (iii) the
satisfaction of all of the requirements set forth in the previous sentence with
respect to the proposed substitute property(ies) within 90 days after the
release of the released property(ies); (iv) the COPT Portfolio guarantor has
delivered to lender an unconditional full guaranty of payment of the loan,
subject to a maximum liability under such guaranty equal to the product of (A)
three (3) multiplied by (B) an amount equal to all of the rents from the
released property(ies) that were deposited into the lender controlled lockbox
account during the month immediately preceding the month in which such release
occurs; (v) delivery by the COPT Portfolio guarantor of an unconditional
guaranty of payment of the obligation of the COPT Portfolio borrowers to pay the
Substitution Collateral Shortfall Amount (as defined below). If for any reason
the applicable substitution fails to occur within 90 days after the release of
the applicable released property(ies), lender may use any cash Substitution
Collateral and draw on any letter of credit Substitution Collateral and apply
the proceeds to purchase the defeasance collateral necessary to effect a partial
defeasance in the amount that would then be necessary to obtain a release of the
released property(ies) pursuant to the provisions described under "--Partial
Releases" below (assuming such release was occurring on the date of such partial
defeasance). If the Substitution Collateral is not sufficient to purchase such
defeasance collateral (such deficiency, the "Substitution Collateral Shortfall
Amount"), the COPT Portfolio borrowers are required to, within two (2) business
days after demand by lender, immediately pay to lender an amount equal to the
Substitution Collateral Shortfall Amount.
VOLUNTARY PREPAYMENTS. All of the Mortgage Loans provide for a prepayment
lock-out period, during which voluntary principal prepayments are prohibited,
followed by one of the following:
A defeasance period, as described with respect to the Defeasance Loans
under "--Defeasance; Collateral Substitution" above with respect to one hundred
and seventy-four (174) of the Mortgage Loans representing approximately 97.2% of
the Initial Pool Balance, followed by an open prepayment period during which the
related Mortgage Loan (even if defeased previously) may be freely prepaid
without payment of a prepayment premium or yield maintenance charge.
A prepayment consideration period, during which voluntary prepayments are
permitted, subject to the payment of an amount equal to the greater of a
prepayment premium equal to 1% of the outstanding principal balance of the
Mortgage Loan and a yield maintenance premium with respect to twelve (12) of the
Mortgage Loans representing approximately 2.4% of the Initial Pool Balance,
followed by an open prepayment period during which the related Mortgage Loan may
be prepaid at par.
With respect to one (1) Mortgage Loan secured by the Mortgaged Property
identified on Annex C-1 to this prospectus supplement as Avery at Morrocroft,
representing 0.2% of the Initial Pool Balance, the related borrower is permitted
to prepay the Mortgage Loan during a prepayment consideration period during
which voluntary prepayments are permitted subject to the payment of the greater
of a yield maintenance premium plus 1% or a prepayment premium equal to 2%,
followed by an open prepayment period during which the related Mortgage Loan may
be prepaid at par.
Additionally, with respect to one (1) Mortgage Loan secured by a portfolio
of two (2) Mortgaged Properties identified on Annex C-1 to this prospectus
supplement as Verizon New England Telephone,
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representing approximately 0.2% of the Initial Pool Balance date, the sole
tenant, Verizon, has the right under its leases to offer to purchase one or both
of the related Mortgaged Properties on January 1, 2010, at the end of each
renewal period or at any time if the tenant determines, in its sole discretion,
that its use of such building is no longer economically feasible. The borrower
has the option either to sell the related Mortgaged Property or Mortgaged
Properties to the tenant or not to sell and have the tenant's lease at the
related Mortgaged Property terminate. If the borrower sells one or more of the
related Mortgaged Properties to the tenant prior to the beginning of the
defeasance period or on or after the permitted prepayment date, the borrower
will be required to repay the mortgage loan in an amount equal to (x) if one of
the related Mortgaged Properties is purchased, 125% of the allocated loan amount
or (y) if both of the related Mortgaged Properties are purchased, the full
amount of the Mortgage Loan, plus, in the case of either (x) or (y) and a
repayment prior to the beginning of the defeasance period, the greater of the
applicable yield maintenance premium and 8%. From the beginning of the
defeasance period until the beginning of an open prepayment period, the mortgage
loan permits defeasance, as described with respect to the Defeasance Loans under
"--Defeasance; Collateral Substitution" above. During the subsequent open
prepayment period, the related Mortgage Loan may be prepaid at par.
PARTIAL RELEASES. The Mortgage Loans secured by the Mortgaged Properties
identified on Annex C-1 to this prospectus supplement as JQH Hotel Portfolio D,
Windsor Capital Embassy Suites Portfolio, Maryland Multifamily Portfolio, COPT
Portfolio, Hughes Airport Center Portfolio, SilverCreek Portfolio Phase I, Sealy
Industrial Portfolio II, JQH Hotel Portfolio B3, Oakwood Vista/Parkway Vista,
Hawaii Airport Hotels, Shaner Hotel Portfolio, Ocean View/Haseko, TBC Corp
Portfolio II and TBC Corp Portfolio III, representing approximately 5.5%, 4.8%,
3.6%, 2.6%, 2.2%, 1.8%, 1.5%, 1.4%, 0.9%, 0.6%, 0.6%, 0.6%, 0.2% and 0.2%,
respectively, of the Initial Pool Balance, are secured by more than one
Mortgaged Property and permit the release of one or more of the Mortgaged
Properties in connection with a partial defeasance, pursuant to which the
related borrower is generally required, prior to such release, to, among other
things, (1) deliver defeasance eligible collateral to the lender in an amount
generally equal to between 110% and 125% of the allocated loan amount for the
Mortgaged Property to be released or, in certain cases, if applicable, 100% of
the sale or refinancing proceeds and/or (2) satisfy certain debt service
coverage tests loan-to-value ratio tests with respect to the remaining Mortgaged
Properties after the partial defeasance (in some cases the partial defeasance
amount may be increased in order to satisfy debt service coverage and/or
loan-to-value tests with respect to the remaining undefeased debt). In addition,
the cross collateralized and cross defaulted Mortgage Loans (identified as
Shoppes at Woodruff, Surfside Commons, East Towne Center, Plantation Plaza,
Sussex Plaza, Smithfield Plaza, River Bend Shops, East Town Plaza and
Taylorsville, as Alderbrook Apartments and Summit Apartments, and as Village
Portico and Brickell Marketplace, on Annex C-1 to this prospectus supplement),
each, as a group, collectively representing approximately 1.1%, 0.5% and 0.3%,
respectively, of the Initial Pool Balance, permit the partial defeasance and
release of an individual Mortgaged Property, subject generally to the criteria
listed above for Mortgage Loans secured by more than one Mortgaged Property,
except that the Mortgage Loan being defeased will be fully defeased and the
remaining Mortgage Loans will be partially defeased. The defeased note and the
undefeased notes will remain cross collateralized and cross defaulted.
With respect to the two (2) Mortgage Loans secured by a portfolio of nine
(9) Mortgaged Properties and eight (8) Mortgaged Properties, respectively,
identified on Annex C-1 to this prospectus supplement as JQH Hotel Portfolio D
and JQH Hotel Portfolio B3, together representing approximately 6.9% of the
Initial Pool Balance, the loan documents permit the partial defeasance and
release of one or more mortgaged properties, subject to the satisfaction of
certain conditions, including (i) the borrower deliver to the lender a partial
defeasance deposit in an amount equal to the JQH Defeasance Amount, (ii) after
giving effect to such release, the debt-service coverage ratio is not less than
1.35x and (iii) written confirmation from each Rating Agency that the release
would not cause the downgrade, withdrawal or qualification of the then current
ratings of any class of Certificates. The debt-service-coverage ratio is
calculated based on trailing 12 months' net operating income and a loan constant
of 6.80%. The "JQH Defeasance Amount" is (1) 102%, until 5% of the related
mortgage loan has been defeased; then (2) 110%, until 10% of the related
mortgage loan has been defeased; then (3) 115%, until 20% of the related
mortgage loan has been defeased; then (4) 120%, until 30% of the related
mortgage loan has been defeased; and then (5) 125%.
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With respect to one (1) Mortgage Loan secured by the Mortgaged Property
identified on Annex C-1 to this prospectus supplement as Woodglen Office Park,
representing approximately 0.9% of the Initial Pool Balance, the borrower has
the right to obtain the release of a portion of the parking area for purposes of
constructing a parking garage thereon, upon the satisfaction of the lender's
standard release conditions including the requirements that adequate alternative
parking exists for purposes of complying with applicable law and the terms of
all leases. In addition to satisfaction of these standard conditions, the
borrower is required to furnish adequate assurance with respect to the
completion of the parking garage, and must provide adequate assurance to the
lender that sufficient parking will be available to the related Mortgaged
Property throughout the duration of such construction.
One (1) Mortgage Loan secured by a portfolio of nine (9) Mortgaged
Properties identified on Annex C-1 to this prospectus supplement as Maryland
Multifamily Portfolio, representing approximately 3.6% of the Initial Pool
Balance, permits the partial defeasance and release of a portion of the
Mortgaged Properties known as Commons at White Marsh I, II, III and V, subject
to the satisfaction of certain conditions, including that (i) the borrower
deliver to the lender a partial defeasance deposit in an amount equal to 100% of
the allocated unpaid loan amount attributable to that portion of the Mortgaged
Properties being released plus other amounts, which, collectively, will be
sufficient to purchase defeasance collateral. The Mortgage Loan further permits
the partial defeasance of the remaining portion of this Mortgaged Property as
well as the other Mortgaged Properties that secure this Mortgage Loan, subject
to the satisfaction of certain conditions, including that (i) the borrower
deliver to the lender a partial defeasance deposit in an amount equal to 125% of
the allocated unpaid loan amount attributable to the specific parcel of the
Mortgaged Property being released plus other amounts, which, collectively, will
be sufficient to purchase defeasance collateral.
With respect to one (1) Mortgage Loan secured by a portfolio of fourteen
(14) Mortgaged Properties identified on Annex C-1 to this prospectus supplement
as Hughes Airport Center, representing approximately 2.2% of the Initial Pool
Balance, the loan consists of fourteen (14) Mortgaged Properties separated into
three property pools (each, a "Hughes Property Pool"). The Mortgage Loan permits
the release of all (but not less than all) of the Mortgaged Properties in any
Hughes Property Pool after April 6, 2008, subject to the satisfaction of certain
conditions, including among others: (i) the delivery of defeasance collateral in
an amount equal to 125% of the allocated loan amount for the Hughes Property
Pool being released, (ii) after giving effect to such release and defeasance,
the debt-service-coverage ratio (calculated using the actual net cash flow and
the actual debt service) for the related Hughes Property Pool(s) then remaining
subject to the Mortgage Loan will be no less than 1.20x and (iii) no event of
default exists under the loan documents.
With respect to one (1) Mortgage Loan secured by a portfolio of eleven
(11) Mortgaged Properties identified on Annex C-1 to this prospectus supplement
as Shaner Hotel Portfolio, representing approximately 0.6% of the Initial Pool
Balance, in the event of a defeasance and related release of any of the
properties that secure the Shaner Hotel Portfolio Whole Loan, such defeasance
will be allocated pro rata between the Shaner Hotel Portfolio Subordinate
Companion and either (i) the Shaner Hotel Portfolio Loan (if the property
released is one of the Shaner Trust Loan Priority Properties) or (ii) the Shaner
Hotel Portfolio Pari Passu Companion Loan (if the property released is one of
the Shaner Senior Companion Loan Priority Properties); provided, however, that
the applicable senior note will receive a minimum defeasance amount specified in
the related loan documents.
With respect to one (1) Mortgage Loan secured by one (1) Mortgaged
Property identified on Annex C-1 to this prospectus supplement as Manchester
Parkade, representing approximately 0.4% of the Initial Pool Balance, the
borrower is permitted to obtain the release from the lien of the mortgage (and
related loan documents) without the payment of any consideration a theater
parcel subject to the satisfaction of certain conditions, including that the
theater parcel constitutes a separate, legally subdivided parcel of land and a
separate tax lot, that no monetary event of default exists, that after giving
effect to such release the borrower remains a special purpose bankruptcy remote
entity, that borrower submits to the lender certain documents relating to the
legal release and subdivision of the property, accompanied by payment of all
costs and expenses incurred by the lender.
In addition, certain Mortgage Loans provide for the release of outparcels
or other portions of the Mortgaged Property which were given no value or minimal
value in the underwriting process.
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Additionally, certain Mortgage Loans permit the release of portions of the
Mortgaged Property that were given no value or minimal value in the underwriting
process, but that may be improved in the future, provided, however, that the
borrower satisfies additional loan-to-value and debt-service-coverage ratio
tests.
See "Risk Factors--Risks Relating to Enforceability of Yield Maintenance
Charges, Prepayment Premiums or Defeasance Provisions" in this prospectus
supplement.
ESCROWS. One hundred and fifty-three (153) of the Mortgage Loans,
representing approximately 70.3% of the Initial Pool Balance, provide for
monthly or upfront escrows (or the related borrower has posted a letter of
credit) to cover property taxes on the Mortgaged Properties.
One hundred and forty-seven (147) of the Mortgage Loans, representing
approximately 67.7% of the Initial Pool Balance, provide for monthly or upfront
escrows (or the related borrower has posted a letter of credit) to cover
insurance premiums on the Mortgaged Properties.
One hundred and thirty-six (136) of the Mortgage Loans, representing
approximately 63.2% of the Initial Pool Balance, provide for monthly or upfront
escrows (or the related borrower has posted a letter of credit) to cover ongoing
replacements and capital repairs.
Eighty-two (82) of the Mortgage Loans, representing approximately 58.7% of
the Initial Pool Balance, that are secured by office, retail and industrial
properties, provide for up-front or monthly escrows (or the related borrower has
posted a letter of credit) for the full term or a portion of the term of the
related Mortgage Loan to cover anticipated re-leasing costs, including tenant
improvements and leasing commissions. Such escrows are typically considered for
office, retail and industrial properties only.
ADDITIONAL MORTGAGE LOAN INFORMATION. Each of the tables presented in
Annex A sets forth selected characteristics of the pool of Mortgage Loans as of
the Cut-off Date, if applicable. For a detailed presentation of certain
characteristics of the Mortgage Loans and the Mortgaged Properties on an
individual basis, see Annex C-1 to this prospectus supplement. For a brief
summary of the 10 largest Mortgage Loans in the pool of Mortgage Loans, see
Annex B to this prospectus supplement.
THE WHOLE LOANS
GENERAL. Nine (9) of the Mortgage Loans (each a "Whole Loan"),
representing approximately 13.4% of the Initial Pool Balance, are part of a
split loan structure, where the related Mortgage Loan and one or more other
companion loans that are pari passu in right of payment with the related
Mortgage Loan (each a "Pari Passu Companion Loan") or are subordinate in right
of payment with the related Mortgage Loan (each a "Subordinate Companion Loan",
and together with the Pari Passu Companion Loans, the "Companion Loans") are
secured by the same mortgage instrument on the related Mortgaged Property. In
each case, the Mortgage Loan and its related Pari Passu Companion Loan(s) have
the same interest rate, maturity date and amortization term.
Three (3) of the Mortgage Loans that are part of a Whole Loan, identified
on Annex C-1 to this prospectus supplement as Maryland Multifamily Portfolio,
JQH Hotel Portfolio B3 and Shaner Hotel Portfolio (the "Non-Serviced Loans"),
with principal balances as of the cut-off date of $140,000,000, $55,000,000 and
$24,615,228, respectively, and representing approximately 3.6%, 1.4% and 0.6%,
respectively, of the Initial Pool Balance as applicable, are being serviced in
accordance with the 2005-GG5 Pooling and Servicing Agreement, which is separate
from the Pooling and Servicing Agreement under which your Certificates are
issued as described below by the master servicer and special servicer that are
parties to the 2005-GG5 Pooling and Servicing Agreement, and subject to the
servicing standard provided for in the 2005-GG5 Pooling and Servicing Agreement.
Six (6) of the Whole Loans (the "Serviced Whole Loans") will be serviced
pursuant to the Pooling and Servicing Agreement. Any Companion Loan that is part
of a Serviced Whole Loan is referred to in this prospectus supplement as a
"Serviced Companion Loan").
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The table below identifies each of the pooled Mortgage Loans that have
corresponding Companion Loans.
CUT-OFF
DATE % OF SUBORDINATE PARI PASSU
PRINCIPAL INITIAL COMPANION COMPANION ORIGINAL
LOAN POOL ORIGINAL ORIGINAL ORIGINAL WHOLE LOAN
MORTGAGE LOAN BALANCE BALANCE BALANCE LOAN(S) BALANCE WHOLE LOAN LTV DSCR
- ----------------------------------- ------------ --------- ------------ --------------- -------------- ----------
Maryland Multifamily Portfolio $140,000,000 3.6% NA $200,000,000 75.9% 1.42x
The Shops at LaCantera $129,255,976 3.3% $50,000,000(1) NA 63.2% 1.46x
Millennium in Midtown $ 73,070,000 1.9% $ 8,090,000(2) NA 81.6% 1.32x
SilverCreek Portfolio Phase I $ 68,740,000 1.8% $ 4,700,000(3) NA 85.5% 1.18x
JQH Hotel Portfolio B3 $ 55,000,000 1.4% NA $186,000,000 68.3% 1.49x
Shaner Hotel Portfolio $ 24,615,228 0.6% $11,200,000(4) $82,500,000 72.9% 1.56x
Manchester Parkade $ 17,427,059 0.4% $ 2,000,000(5) NA 75.6% 1.33x
Stones River Apartments $ 7,886,895 0.2% $ 495,000(6) NA 83.3% 1.09x
North Chase I $ 6,060,554 0.2% $ 380,000(7) NA 85.0% 1.14x
__________________
(1) The Shops at LaCantera Subordinate Companion Loan has an interest rate of
5.656%.
(2) The Millennium in Midtown Subordinate Companion Loan has an interest rate
of 6.383%.
(3) The SilverCreek Portfolio Phase I Subordinate Companion Loan has an
interest rate of 6.500%.
(4) The Shaner Hotel Portfolio Subordinate Companion Loan has an interest rate
of 5.710%.
(5) The Manchester Parkade Subordinate Companion Loan has an interest rate of
5.795%.
(6) The Stones River Apartments Subordinate Companion Loan has an interest
rate of 12.750%.
(7) The North Chase I Subordinate Companion Loan has an interest rate of
12.750%.
THE MARYLAND MULTIFAMILY PORTFOLIO WHOLE LOAN.
The Mortgage Loan identified as Maryland Multifamily Portfolio on Annex C
to this prospectus supplement (the "Maryland Multifamily Portfolio Loan"), which
has an outstanding principal balance as of the Cut-off Date of $140,000,000,
representing approximately 3.6% of the Initial Pool Balance, is secured by the
same Mortgaged Properties on a pari passu basis with one Pari Passu Companion
Loan (the "Maryland Multifamily Portfolio Pari Passu Companion Loan" and,
together with the Maryland Multifamily Portfolio Loan, the "Maryland Multifamily
Portfolio Whole Loan") that is not included in the trust and that had an
original principal balance of $200,000,000. The Maryland Multifamily Pari Passu
Companion Loan is owned by the trust fund established pursuant to the pooling
and servicing agreement (the "2005-GG5 Pooling and Servicing Agreement") related
to the Greenwich Capital Funding Corp. Commercial Mortgage Trust 2005-GG5,
Commercial Mortgage Pass-Through Certificates, Series 2005-GG5, among Greenwich
Capital Funding Corp., as depositor, Wachovia Bank, National Association, as
master servicer (the "2005-GG5 Master Servicer"), LNR Partners, Inc., as special
servicer (the "2005-GG5 Special Servicer"), LaSalle Bank National Association,
as trustee and ABN AMRO Bank, N.V., as fiscal agent.
The Maryland Multifamily Portfolio Pari Passu Companion Loan and the
Maryland Multifamily Portfolio Loan will be serviced pursuant to the 2005-GG5
Pooling and Servicing Agreement, and, therefore, the 2005-GG5 Master Servicer
will remit collections on the Maryland Multifamily Portfolio Loan to or on
behalf of the trust and will make Property Advances in respect of the Mortgaged
Property securing the Maryland Multifamily Portfolio Whole Loan.
A co-lender agreement (the "Maryland Multifamily Portfolio Co-Lender
Agreement") governs the respective rights and powers of the noteholders of the
Maryland Multifamily Portfolio Whole Loan. The Maryland Multifamily Portfolio
Co-Lender Agreement provides, in general, that:
o the Maryland Multifamily Portfolio Loan and the Maryland Multifamily
Portfolio Pari Passu Companion Loan are of equal priority with each
other and no portion of either of them will have priority or
preference over any of the others; and
o the 2005-GG5 Pooling and Servicing Agreement will govern the
servicing and administration of the Maryland Multifamily Portfolio
Loan and the Maryland Multifamily Portfolio Pari Passu Companion
Loan.
All decisions, consents, waivers, approvals and other actions on behalf of
the holder of the Maryland Multifamily Portfolio Loan and the Maryland
Multifamily Portfolio Pari Passu Companion Loan will be effected in accordance
with the 2005-GG5 Pooling and Servicing Agreement. However, certain decisions
are to be approved by the holder of certificates representing a majority
interest in a designated controlling class in accordance with the 2005-GG5
Pooling and Servicing Agreement. The holders of the individual loans that
comprise the Maryland Multifamily Portfolio Whole Loan will be deemed to be the
following:
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(1) in the case of the Maryland Multifamily Portfolio Loan, the majority
Certificateholder of the Controlling Class, and (2) in the case of the Maryland
Multifamily Pari Passu Portfolio Companion Loan, the holder of certificates
representing a majority interest in a designated controlling class of
certificates issued under the 2005-GG5 Pooling and Servicing Agreement (the
"Maryland Multifamily Directing Holder"). Additionally, notwithstanding any
consent provisions in the 2005-GG5 Pooling and Servicing Agreement, the Maryland
Multifamily Directing Holder (subject to the non-binding consultation rights of
the holder of the Maryland Multifamily Portfolio Loan with respect to the first
ten items below) will have the right to approve the following:
o any proposed or actual foreclosure upon or comparable conversion
(which may include acquisition as an REO Property) of the ownership
of the Mortgaged Property securing the Maryland Multifamily
Portfolio Whole Loan (the "Maryland Multifamily Portfolio Mortgaged
Property") if it comes into and continues in default;
o any modification, extension, amendment or waiver of a monetary term
(including the timing of payments) or any material non-monetary term
(including any material term relating to insurance) of the Maryland
Multifamily Portfolio Whole Loan;
o any proposed or actual sale of an REO Property related to the
Maryland Multifamily Portfolio Mortgaged Property (other than in
connection with the termination of the trust fund), for less than
the unpaid principal balance of Maryland Multifamily Portfolio Whole
Loan, plus accrued interest (other than default interest) thereon;
o any acceptance of a discounted payoff with respect to Maryland
Multifamily Portfolio Whole Loan;
o any determination to bring an REO Property related to the Maryland
Multifamily Portfolio Mortgaged Property into compliance with
applicable environmental laws or to otherwise address hazardous
materials located at that property;
o any release of collateral for the Maryland Multifamily Portfolio
Whole Loan or any release of a borrower or any guarantor under the
Maryland Multifamily Portfolio Whole Loan, other than in accordance
with the terms of the Maryland Multifamily Portfolio Whole Loan
(with no material discretion by the mortgagee), or upon satisfaction
of the Maryland Multifamily Portfolio Whole Loan;
o any acceptance of substitute or additional collateral for the
Maryland Multifamily Portfolio Whole Loan, other than in accordance
with the terms of the Maryland Multifamily Portfolio Whole Loan
(with no material discretion by the mortgagee);
o any waiver of a "due-on-sale" or "due-on-encumbrance" clause with
respect to the Maryland Multifamily Portfolio Whole Loan;
o any acceptance of an assumption agreement releasing a borrower or a
guarantor from liability under the Maryland Multifamily Portfolio
Whole Loan;
o taking any action to enforce rights against a mezzanine lender under
the related intercreditor agreement;
o any acceptance of a change in the property management company,
subject to certain thresholds set forth in the 2005-GG5 Pooling and
Servicing Agreement;
o any extension of the maturity date of the Maryland Multifamily
Portfolio Whole Loan; and
o any determination by the 2005-GG5 Special Servicer that a servicing
transfer event substantially similar to clauses (b), (c) or (h) of
the definition of Servicing Transfer Event has occurred;
provided that, in the event that the 2005-GG5 Special Servicer determines that
immediate action is necessary to protect the interests of the certificateholders
and the holders of the Maryland Multifamily
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Portfolio Whole Loan (as a collective whole), the 2005-GG5 Special Servicer may
take any such actions without obtaining the approval of the Maryland Multifamily
Portfolio Directing Holder.
In addition, the Maryland Multifamily Portfolio Directing Holder may
direct the 2005-GG5 Special Servicer to take, or to refrain from taking, any
actions with respect to the servicing and/or administration of the specially
serviced mortgage assets in the trust fund that the Maryland Multifamily
Portfolio Directing Holder may consider advisable or as to which provision is
otherwise made in the 2005-GG5 Pooling and Servicing Agreement.
Notwithstanding the preceding two paragraphs, no advice, direction or
objection from or by the Maryland Multifamily Portfolio Directing Holder may
require or cause the 2005-GG5 Master Servicer or the 2005-GG5 Special Servicer,
as applicable, to violate the terms of the related loan documents, applicable
law (including the REMIC provisions of the Code) or any provision of the
intercreditor agreement or the 2005-GG5 Pooling and Servicing Agreement.
All payments, proceeds and other recoveries on or in respect of the
Maryland Multifamily Portfolio Loan and/or the Maryland Multifamily Portfolio
Pari Passu Companion Loan will be applied to the Maryland Multifamily Portfolio
Loan and the Maryland Multifamily Portfolio Pari Passu Companion Loan on a pari
passu basis according to their respective outstanding principal balances. The
transfer of the ownership of the Maryland Multifamily Portfolio Pari Passu
Companion Loan to any person or entity other than institutional lenders,
investment funds exceeding a minimum net worth requirement, their affiliates or
to trusts or other entities established to acquire mortgage loans and issue
securities backed by and payable from the proceeds of such loans is generally
prohibited.
The 2005-GG5 Pooling and Servicing Agreement provides that the Maryland
Multifamily Portfolio Directing Holder may remove the special servicer for the
Maryland Multifamily Portfolio Whole Loan under the 2005-GG5 Pooling and
Servicing Agreement without cause, and is entitled to appoint a replacement
special servicer, subject to rating agency confirmation that such appointment
would not result in the downgrade, withdrawal or qualification of the then
current ratings of the certificates issued in any securitization containing a
portion of the Maryland Multifamily Portfolio Whole Loan.
The Maryland Multifamily Portfolio Co-Lender Agreement provides that if
any of the master servicer, special servicer, trustee or fiscal agent under the
2005-GG5 Pooling and Servicing Agreement has determined that a servicing advance
made with respect to the Maryland Multifamily Portfolio Whole Loan is not
recoverable out of collections on the Maryland Multifamily Portfolio Mortgaged
Property, then the party that made such advance will be entitled to seek
reimbursement with interest thereon from the holders of the Maryland Multifamily
Portfolio Loan or the trust formed under the Pooling and Servicing Agreement.
THE SHOPS AT LACANTERA WHOLE LOAN.
The Mortgage Loan identified as The Shops at LaCantera on Annex C-1 to
this prospectus supplement ("The Shops at LaCantera Loan"), which has an
outstanding principal balance as of the Cut-off Date of $129,255,976,
representing approximately 3.3% of the Initial Pool Balance, is secured by the
same Mortgaged Property securing a related subordinate companion loan ("The
Shops at LaCantera Subordinate Companion Loan" and, together with The Shops at
LaCantera Loan, "The Shops at LaCantera Whole Loan") that is not included in the
trust and that had an original principal balance of $50,000,000.
The Shops at LaCantera Whole Loan will be serviced by the Master Servicer
and the Special Servicer, as applicable, according to the Servicing Standard. An
intercreditor agreement ("The Shops at LaCantera Intercreditor Agreement")
governs the respective rights and powers of the holder of The Shops at LaCantera
Loan and holder of The Shops at LaCantera Subordinate Companion Loan. The Shops
at LaCantera Intercreditor Agreement provides, in general, that:
o The Shops at LaCantera Subordinate Companion Loan is subordinate to
The Shops at LaCantera Loan;
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o so long as no monetary event of default with respect to The Shops at
LaCantera Whole Loan has occurred and is continuing (subject to the
right of the holder of The Shops at LaCantera Subordinate Companion
Loan to cure such monetary events of default), each of The Shops at
LaCantera Loan and The Shops at LaCantera Subordinate Companion Loan
are generally pari passu in right of payment with the other (i.e.,
the holders of each of The Shops at LaCantera Loan and The Shops at
LaCantera Subordinate Companion Loan are entitled to their
respective pro rata share of all payments of principal and interest
due under the mortgage loan documents, although the holders of The
Shops at LaCantera Loan will be paid their share prior to the holder
of The Shops at LaCantera Subordinate Companion Loan) and following
the occurrence and during the continuance of the monetary events of
default described above, The Shops at LaCantera Loan will be senior
in right of payment to The Shops at LaCantera Subordinate Companion
Loan, such that all amounts received in respect of The Shops at
LaCantera Whole Loan will be used to pay interest on The Shops at
LaCantera Loan, then to pay principal on The Shops at LaCantera Loan
until its principal balance is reduced to zero, then to pay interest
on The Shops at LaCantera Subordinate Companion Loan, then to pay
principal on The Shops at LaCantera Subordinate Companion Loan until
its principal balance is reduced to zero; and
o the Pooling and Servicing Agreement will govern the servicing and
administration of The Shops at LaCantera Whole Loan.
All decisions, consents, waivers, approvals and other actions on behalf of
the holders of The Shops at LaCantera Whole Loan will be effected in accordance
with the Pooling and Servicing Agreement. However, certain decisions are
required to be approved by the directing holder of The Shops at LaCantera Whole
Loan ("The Shops at LaCantera Directing Holder"), which, for so long as a
control appraisal event does not exist, will be the holder of The Shops at
LaCantera Subordinate Companion Loan, and, after a control appraisal event has
occurred, will be the holder of a majority interest in the controlling class. A
control appraisal event with respect to The Shops at LaCantera Whole Loan will
exist if and for so long as the initial principal balance of The Shops at
LaCantera Subordinate Companion Loan minus principal payments, appraisal
reduction amounts and realized losses allocated to The Shops at LaCantera
Subordinate Companion Loan is less than or equal to 25% of the initial principal
balance of The Shops at LaCantera Subordinate Companion Loan. The Shops at
LaCantera Directing Holder will have the right to approve the following with
respect to The Shops at LaCantera Whole Loan:
o any proposed or actual foreclosure upon or comparable conversion of
the ownership of the Mortgaged Property securing The Shops at
LaCantera Whole Loan or any acquisition of the Mortgaged Property by
deed-in-lieu of foreclosure;
o any modification, extension, amendment or waiver of a monetary term
(including a change in the timing of payments) or any material
non-monetary term of The Shops at LaCantera Whole Loan;
o any proposed or actual sale of REO property (other than in
connection with the termination of the trust fund) for less than the
purchase price specified in the Pooling and Servicing Agreement;
o any acceptance of substituted or additional collateral (other than
in accordance with the terms of The Shops at LaCantera Whole Loan or
the related intercreditor agreement);
o a reduction in the interest or the monthly debt service payment or a
deferral or a forgiveness of interest or principal;
o any proposed sale of The Shops at LaCantera Whole Loan following the
occurrence of a default or of the related Mortgaged Property after
it becomes REO property;
o any approval of the incurrence of additional indebtedness secured by
the related Mortgaged Property, if approval is required by the
related mortgage loan documents;
o any determination to bring the Mortgaged Property into compliance
with applicable environmental laws;
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o any release of collateral other than in accordance with the terms of
The Shops at LaCantera Whole Loan;
o any waiver of a "due-on-sale" or "due on-encumbrance" clause;
o any acceptance of an assumption agreement releasing the related
borrower from liability under The Shops at LaCantera Whole Loan;
o any replacement of the property manager, if approval is required by
the related mortgage loan documents;
o any extension of the maturity date of The Shops at LaCantera Whole
Loan;
o any renewal or replacement of the then existing insurance policies
for the Mortgaged Property to the extent such renewal or replacement
policy does not comply with the terms of the related mortgage loan
documents or any waiver, modification or amendment of any insurance
required, if such actions require the approval of the lender under
the related mortgage loan documents;
o any modification or waiver of any provision of The Shops at
LaCantera Whole Loan which restricts the related borrower or its
equity owners from incurring additional indebtedness;
o the adoption or approval of a plan of bankruptcy with respect to the
related borrower; and
o approval of any material capital expenditure that requires the
approval of the lender under the related mortgage loan documents.
In addition, The Shops at LaCantera Directing Holder may direct the
Special Servicer to take, or to refrain from taking, any actions with respect to
the servicing and/or administration of The Shops at LaCantera Whole Loan that
The Shops at LaCantera Directing Holder may consider advisable.
No advice, direction or objection from or by The Shops at LaCantera
Directing Holder may require or cause the Master Servicer or the Special
Servicer, as applicable, to violate the terms of the related mortgage loan
documents, applicable law (including the REMIC provisions of the Code) or any
provision of The Shops at LaCantera Intercreditor Agreement or the Pooling and
Servicing Agreement.
During the continuance of a control appraisal event, The Shops at
LaCantera Directing Holder will have non-binding rights, to consult with the
Special Servicer in connection with the items listed above.
The transfer of more than 49% of the ownership of The Shops at LaCantera
Subordinate Companion Loan to any person or entity other than (i) institutional
lenders or investment funds exceeding a minimum net worth requirement and their
affiliates, (ii) trusts or other entities established to acquire mortgage loans
and issue securities backed by and payable from the proceeds of those loans, or
(iii) other entities as to which a ratings confirmation has been received with
respect to the Certificates, is generally prohibited.
The Shops at LaCantera Intercreditor Agreement provides that in the event
that (a) any payment of principal or interest on The Shops at LaCantera Whole
Loan is delinquent for longer than the applicable cure period, or (b) a
non-monetary default by the related borrower occurs under the mortgage loan
documents for longer than the applicable cure period, the holder of The Shops at
LaCantera Subordinate Companion Loan will have the right to purchase The Shops
at LaCantera Loan at a price generally equal to the unpaid principal balance of
The Shops at LaCantera Loan, plus (i) accrued and unpaid interest on The Shops
at LaCantera Loan, (ii) all related unreimbursed property advances, (iii)
accrued and unpaid interest on all advances, (iv) all unreimbursed fees payable
to the Master Servicer and Special Servicer, including work-out and liquidation
fees payable under the Pooling and Servicing Agreement, and (v) any other
expenses relating to The Shops at LaCantera Whole Loan.
The Shops at LaCantera Intercreditor Agreement also provides that in the
event the related borrower fails to make any payment of principal or interest or
the borrower otherwise defaults on The Shops at LaCantera Whole Loan, the holder
of The Shops at LaCantera Subordinate Companion Loan will have
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the right to cure such default, (i) in the case of a scheduled payment default,
within 5 business days of the date of notice of such default or within 10
business days of the date of notice of an unscheduled payment default and (ii)
in the case of a default other than a monetary default, within a period of up to
90 days of the date of notice of such default as long as the holder of The Shops
at LaCantera Subordinate Companion Loan is diligently proceeding with such cure.
The holder of The Shops at LaCantera Subordinate Companion Loan is not permitted
to cure more than 4 consecutive scheduled payment defaults or more than 5
scheduled payment defaults in the aggregate within any 12-month period.
MILLENNIUM IN MIDTOWN WHOLE LOAN AND MANCHESTER PARKADE WHOLE LOAN.
Each of the Mortgage Loans identified as Millennium in Midtown and
Manchester Parkade on Annex C-1 to this prospectus supplement, each of which has
an outstanding principal balance as of the Cut-off Date of $73,070,000 and
$17,427,059, respectively, collectively representing in the aggregate
approximately 2.3% of the Initial Pool Balance, is secured by a single Mortgaged
Property that also secures the related Subordinate Companion Loan. These
Subordinate Companion Loans are not included in the trust.
Each of these Whole Loans will be serviced by the Master Servicer and the
Special Servicer, as applicable, in accordance with the Pooling and Servicing
Agreement and the Servicing Standard. A co-lender agreement governs the
respective rights and powers of the holders of each of these Whole Loans and
provides, in general, that:
o each Subordinate Companion Loan is subordinate to its related
Mortgage Loan;
o so long as neither (i) a monetary event of default with respect to a
Whole Loan nor (ii) a material non-monetary event of default with
respect to a Whole Loan has occurred and is continuing, the
respective Mortgage Loan and its related Subordinate Companion Loan
are generally pari passu in right of payment (i.e., the Mortgage
Loan and the Subordinate Companion Loan are entitled to their
respective pro rata share of all payments of principal and interest,
although holders of the Mortgage Loan will be paid their share prior
to holders of the related Subordinate Companion Loan), although the
Subordinate Companion Loan related to the Millennium in Midtown Loan
is structured to begin to amortize during the interest only period
of the Millennium in Midtown Loan, and following the occurrence and
during the continuance of the events described in clauses (i) or
(ii) above, the Mortgage Loan will be senior in right of payment to
the related Subordinate Companion Loan, such that all amounts
received in respect of the Whole Loan will be used to pay interest
on the Mortgage Loan, then to pay principal of such Mortgage Loan
until its principal balance is reduced to zero, then to pay interest
on the related Subordinate Companion Loan, then to pay principal of
the related Subordinate Companion Loan until its principal balance
is reduced to zero; and
o the Pooling and Servicing Agreement will govern the servicing and
administration of each such Whole Loan.
All decisions, consents, waivers, approvals and other actions on behalf of
holders of each Whole Loan will be effected in accordance with the Pooling and
Servicing Agreement. However, certain decisions are to be approved by the
directing holder of each Whole Loan, which for so long as a control appraisal
event does not exist, will be the holder of the respective Subordinate Companion
Loan, and after a control appraisal event has occurred, will be the holder of a
majority interest in the controlling class of each Whole Loan. A control
appraisal event with respect to a Whole Loan will exist if and for so long as
the initial principal balance of the related Subordinate Companion Loan minus
principal payments, appraisal reduction amounts and realized losses allocated to
such Subordinate Companion Loan is less than 25% of an amount equal to the
initial principal balance of such Subordinate Companion Loan. A directing holder
of one of these Whole Loans will have the right to approve the following:
o any proposed or actual foreclosure upon or comparable conversion
(which may include the acquisition of REO Property) of the ownership
of the Mortgaged Property securing the Whole Loan if it comes into
and continues in default or other enforcement action under the
related loan documents;
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o any proposed modification, extension, amendment or waiver of a
monetary term (including a change in the timing of payments) or any
material non-monetary term of the Whole Loan;
o any proposed or actual sale of Mortgaged Property (other than in
connection with the termination of the trust fund) securing the
Whole Loan for less than the purchase price specified in the Pooling
and Servicing Agreement;
o any acceptance of a discounted payoff with respect to the Whole
Loan;
o any determination to bring the Mortgaged Property or REO Property
into compliance with applicable environmental laws or to otherwise
address hazardous materials located at the Mortgaged Property or REO
Property;
o any release of collateral for the Whole Loan or any release of the
borrower or any guarantor or indemnitor under such Whole Loan (other
than as required by the terms of, or upon satisfaction of, the Whole
Loan);
o any acceptance of substitute or additional collateral for the Whole
Loan (other than as required by the terms of such Whole Loan);
o any waiver of a "due-on-sale" or "due-on-encumbrance" clause;
o any acceptance of an assumption agreement releasing a borrower from
liability under the Whole Loan;
o any approval of any replacement Special Servicer for the Whole Loan
(other than in connection with the Trustee becoming the successor
thereto pursuant to the terms of the Pooling and Servicing
Agreement);
o any acceptance of a change in the property management company
(provided that the unpaid principal balance of the Whole Loan is
greater than $5,000,000);
o any determination pursuant to clauses (b), (c) and (h) of the
definition of Servicing Transfer Event has occurred;
o any determination (i) that the Whole Loan has become a specially
serviced loan solely by reason of the borrower's failure to maintain
insurance against damages from acts of terrorism or (ii) to force
place any insurance against damages from acts of terrorism that is
failed to be maintained by the borrower (subject to certain
limitations); and
o any extension of the maturity date of the Whole Loan.
In addition, each directing holder may direct the Special Servicer to
take, or to refrain from taking, any actions with respect to the servicing
and/or administration of the respective Whole Loan as such directing holder may
deem advisable.
No advice, direction or objection from or by a directing holder may
require or cause the Master Servicer or the Special Servicer, as applicable, to
violate the terms of the related loan documents, applicable law (including the
REMIC provisions of the Code) or any provision of a co-lender agreement or the
Pooling and Servicing Agreement.
Each co-lender agreement provides that in the event that (a) any payment
of principal or interest on the respective Whole Loan is 90 days delinquent, (b)
such Whole Loan has been accelerated, (c) the principal balance of such Whole
Loan is not paid at maturity, (d) the borrower files a petition for bankruptcy
or (e) such Whole Loan becomes a specially serviced loan (and the Whole Loan is
either in default or a default with respect thereto is reasonably foreseeable),
the holder of the related Subordinate Companion Loan will have the right to
purchase the related Mortgage Loan at a price generally equal to the unpaid
principal balance of such loan, plus accrued and unpaid interest thereon, all
related
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unreimbursed advances, accrued and unpaid interest on all advances, all
unreimbursed fees payable to the master servicer and the special servicer and
any other amounts payable to the Master Servicer or the Special Servicer under
the Pooling and Servicing Agreement relating to the related Whole Loan.
Each co-lender agreement also provides that in the event the borrower
fails to make any payment of principal or interest or the borrower otherwise
defaults, the holder of the respective Subordinate Companion Loan will have
limited rights to cure such default, (a) in the case of a monetary default
within 10 days after the expiration of the grace period and (b) in the case of a
default, other than a monetary default or a bankruptcy of the borrower, within
30 days after the expiration of the applicable grace period as long as such
party is diligently proceeding with such cure.
The holders of the related Subordinate Companion Loan will not have any
rights to terminate the Special Servicer with respect to the related Whole
Loans.
THE JQH HOTEL PORTFOLIO B3 WHOLE LOAN.
The Mortgage Loan identified as JQH Hotel Portfolio B3 on Annex C-1 to
this prospectus supplement (the "JQH Hotel Portfolio B3 Loan"), which has an
outstanding principal balance as of the Cut-off Date of $55,000,000,
representing approximately 1.4% of the Initial Pool Balance, is secured by the
same Mortgaged Properties on a pari passu basis with two Pari Passu Companion
Loans (the "JQH Hotel Portfolio B3 Pari Passu Companion Loans" and, together
with the JQH Hotel Portfolio B3 Loan, the "JQH Hotel Portfolio B3 Whole Loan")
that are not included in the trust and that have an original principal balance
of $186,000,000. One (1) of the JQH Hotel Portfolio B3 Pari Passu Companion
Loans is owned by the trust fund established pursuant to the 2005-GG5 Pooling
and Servicing Agreement. The JQH Hotel Portfolio B3 Pari Passu Companion Loans
are not assets of the trust.
The JQH Hotel Portfolio B3 Whole Loan will be serviced pursuant to the
2005-GG5 Pooling and Servicing Agreement, and, therefore, the 2005-GG5 Master
Servicer will remit collections on the JQH Hotel Portfolio B3 Loan to or on
behalf of the Trust Fund and will make Property Advances in respect of the
Mortgaged Properties securing the JQH Hotel Portfolio B3 Whole Loan.
An intercreditor agreement (the "JQH Hotel Portfolio B3 Intercreditor
Agreement") governs the respective rights and powers of the noteholders of the
JQH Hotel Portfolio B3 Whole Loan. The JQH Hotel Portfolio B3 Intercreditor
Agreement provides, in general, that:
o the JQH Hotel Portfolio B3 Loan and the JQH Hotel Portfolio B3 Pari
Passu Companion Loans are of equal priority with each other and no
portion of either of them will have priority or preference over any
of the others; and
o the 2005-GG5 Pooling and Servicing Agreement will govern the
servicing and administration of the JQH Hotel Portfolio B3 Loan and
the JQH Hotel Portfolio B3 Pari Passu Companion Loans.
All decisions, consents, waivers, approvals and other actions on the part
of the holder of the JQH Hotel Portfolio B3 Loan and the JQH Hotel Portfolio B3
Pari Passu Companion Loans will be effected in accordance with the 2005-GG5
Pooling and Servicing Agreement. However, certain decisions are to be approved
by the holder or holders of a majority interest in the JQH Hotel Portfolio B3
Whole Loan (which may consist of two or more holders acting together as a
majority). The holder of the majority interest in the JQH Hotel Portfolio B3
Whole Loan will be deemed to be the following: (1) in the case of the JQH Hotel
Portfolio B3 Loan, the majority Certificateholder of the Controlling Class, (2)
in the case of one of the JQH Hotel Portfolio B3 Pari Passu Companion Loans, the
holders of certificates representing a majority interest in the controlling
class of certificates issued under the 2005-GG5 Pooling and Servicing Agreement,
and (3) in the case of the other JQH Hotel Portfolio B3 Pari Passu Companion
Loan, the holders of certificates representing a majority interest in the
controlling class of certificates issued by the related securitization trust
(the "JQH Hotel Portfolio B3 Majority Holder"), subject to the non-binding
consultation rights of each other holder of a portion of the JQH Hotel Portfolio
Whole Loan or certificates representing a majority interest in the controlling
class of the applicable securitization trust. Additionally, notwithstanding any
consent provisions in the 2005-GG5 Pooling and Servicing Agreement, the JQH
Hotel Portfolio B3 Majority Holder will have the right to approve the following:
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o any proposed or actual foreclosure upon or comparable conversion
(which may include acquisition as an REO Property) of the ownership
of the Mortgaged Property securing the JQH Hotel Portfolio B3 Whole
Loan (the "JQH Hotel Portfolio B3 Mortgaged Property") if it comes
into and continues in default;
o any modification, extension, amendment or waiver of a monetary term
(including the timing of payments) or any material non-monetary term
(including any material term relating to insurance) of the JQH Hotel
Portfolio B3 Whole Loan;
o any proposed or actual sale of an REO Property related to the JQH
Hotel Portfolio B3 Mortgaged Property (other than in connection with
the termination of the trust fund), for less than the unpaid
principal balance of the JQH Hotel Portfolio B3 Whole Loan, plus
accrued interest (other than default interest) thereon;
o any acceptance of a discounted payoff with respect to the JQH Hotel
Portfolio B3 Whole Loan;
o any determination to bring an REO Property related to the JQH Hotel
Portfolio B3 Mortgaged Property into compliance with applicable
environmental laws or to otherwise address hazardous materials
located at that property;
o any release of collateral for the JQH Hotel Portfolio B3 Whole Loan
or any release of a borrower or any guarantor under the JQH Hotel
Portfolio B3 Whole Loan, other than in accordance with the terms of
the JQH Hotel Portfolio B3 Whole Loan (with no material discretion
by the mortgagee), or upon satisfaction of the JQH Hotel Portfolio
B3 Whole Loan;
o any acceptance of substitute or additional collateral for the JQH
Hotel Portfolio B3 Whole Loan, other than in accordance with the
terms of the JQH Hotel Portfolio B3 Whole Loan (with no material
discretion by the mortgagee);
o any waiver of a "due-on-sale" or "due-on-encumbrance" clause with
respect to the JQH Hotel Portfolio B3 Whole Loan;
o any acceptance of an assumption agreement releasing a borrower or a
guarantor from liability under the JQH Hotel Portfolio B3 Whole
Loan;
o any acceptance of a change in the property management company,
subject to certain thresholds set forth in the 2005-GG5 Pooling and
Servicing Agreement, or hotel franchise for the JQH Hotel Portfolio
B3 Mortgaged Property;
o any extension of the maturity date of the JQH Hotel Portfolio B3
Whole Loan; and
o any determination by the special servicer that a servicing transfer
event has occurred, including solely by reason of the failure of the
borrower to maintain or caused to be maintained insurance coverage
against damages or losses arising from acts of terrorism;
provided that, in the event that the 2005-GG5 Special Servicer determines that
immediate action is necessary to protect the interests of the certificateholders
and the holders of the JQH Hotel Portfolio B3 Whole Loan (as a collective
whole), the 2005-GG5 Special Servicer may take any such actions without
obtaining the approval of the JQH Hotel Portfolio B3 Majority Holder.
In addition, the JQH Hotel Portfolio B3 Majority Holder may direct the
2005-GG5 Special Servicer to take, or to refrain from taking, any actions with
respect to the servicing and/or administration of the specially serviced
mortgage assets in the trust fund that the JQH Hotel Portfolio B3 Majority
Holder may consider advisable or as to which provision is otherwise made in the
2005-GG5 Pooling and Servicing Agreement.
Notwithstanding the preceding two paragraphs, no advice, direction or
objection from or by the JQH Hotel Portfolio B3 Majority Holder may require or
cause the 2005-GG5 Master Servicer or the 2005-GG5
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Special Servicer, as applicable, to violate the terms of the related loan
documents, applicable law (including the REMIC provisions of the Code) or any
provision of the intercreditor agreement or the 2005-GG5 Pooling and Servicing
Agreement.
All payments, proceeds and other recoveries on or in respect of the JQH
Hotel Portfolio B3 Loan and/or the JQH Hotel Portfolio B3 Pari Passu Companion
Loans will be applied to the JQH Hotel Portfolio B3 Loan and the JQH Hotel
Portfolio B3 Pari Passu Companion Loans on a pari passu basis according to their
respective outstanding principal balances. The transfer of the ownership of the
JQH Hotel Portfolio B3 Pari Passu Companion Loans to any person or entity other
than institutional lenders, investment funds exceeding a minimum net worth
requirement, their affiliates or to trusts or other entities established to
acquire mortgage loans and issue securities backed by and payable from the
proceeds of such loans is generally prohibited.
The 2005-GG5 Pooling and Servicing Agreement provides that the JQH Hotel
Portfolio B3 Majority Holder may remove the special servicer for the JQH Hotel
Portfolio B3 Whole Loan under the 2005-GG5 Pooling and Servicing Agreement for
cause only, and is entitled to appoint a replacement special servicer, subject
to rating agency confirmation that such appointment would not result in the
downgrade, withdrawal or qualification of the then current ratings of the
certificates issued in any securitization containing a portion of the JQH Hotel
Portfolio B3 Whole Loan.
The JQH Hotel Portfolio B3 Intercreditor Agreement provides that if any of
the master servicer, special servicer, trustee or fiscal agent under a pooling
and servicing agreement entered into in connection with the securitization of
either of the JQH Hotel Portfolio B3 Pari Passu Companion Loans has determined
that a servicing advance made with respect to the JQH Hotel Portfolio B3 Whole
Loan is not recoverable out of collections on the JQH Hotel Portfolio B3
Mortgaged Property, then the party that made such advance will be entitled to
seek reimbursement with interest thereon from the other holders of the JQH Hotel
Portfolio B3 Whole Loan.
THE SHANER HOTEL PORTFOLIO WHOLE LOAN.
The Mortgage Loan identified as Shaner Hotel Portfolio on Annex C-1 to
this prospectus supplement (the "Shaner Hotel Portfolio Loan"), which has an
outstanding principal balance as of the Cut-off Date of $24,615,228,
representing approximately 0.6% of the Initial Pool Balance, is secured by the
same Mortgaged Properties as one senior mortgage loan (the "Shaner Hotel
Portfolio Pari Passu Companion Loan") and one subordinate mortgage loan (the
"Shaner Hotel Portfolio Subordinate Companion Loan") that are not included in
the trust (together, the "Shaner Hotel Portfolio Companion Loans" and, together
with the Shaner Hotel Portfolio Loan, the "Shaner Hotel Portfolio Whole Loan").
The Shaner Hotel Portfolio Pari Passu Companion Loan had an original outstanding
principal balance of $82,500,000 and the Shaner Hotel Portfolio Subordinate
Companion Loan had an original outstanding principal balance of $11,200,000. The
Shaner Hotel Portfolio Pari Passu Companion Loan is owned by the trust fund
established pursuant to the 2005-GG5 Pooling and Servicing Agreement.
A co-lender agreement (the "Shaner Hotel Portfolio Co-Lender Agreement")
governs the respective rights and powers of the noteholders of the Shaner Hotel
Portfolio Whole Loan. Under the Shaner Hotel Portfolio Co-Lender Agreement, for
purposes of allocating funds following a monetary event of default or a material
non-monetary event of default, and for purposes of allocating casualty and
condemnation proceeds applied to pay the Shaner Hotel Portfolio Whole Loan and
liquidation proceeds, the Shaner Hotel Portfolio Loan will be given a priority
(to the extent described below) with respect to funds related to the properties
located in Cromwell, Connecticut, Paramus, New Jersey, Augusta, Georgia and
Shreveport, Louisiana, (the "Shaner Trust Loan Priority Properties"), and the
Shaner Hotel Portfolio Pari Passu Companion Loan will be given a priority (to
the extent described below) with respect to funds related to the properties
located in Newport Harbor, Rhode Island, Jacksonville, Florida, Pittsburgh,
Pennsylvania, Chattanooga, Tennessee, Edina, Minnesota, Durham, North Carolina,
and Charleston, West Virginia (the "Shaner Senior Companion Loan Priority
Properties"). Prior to either (i) a monetary event of default with respect to
the Shaner Hotel Portfolio Whole Loan or (ii) a material non monetary event of
default with respect to the Shaner Hotel Portfolio Whole Loan, except as
described below with respect to casualty or condemnation proceeds or liquidation
proceeds, the Shaner Hotel Portfolio Loan, Shaner Hotel Portfolio Pari Passu
Companion Loan and Shaner Hotel Portfolio Subordinate Companion
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Loan are pari passu in right of payment (i.e., each of the Shaner Hotel
Portfolio Loan, Shaner Hotel Portfolio Pari Passu Companion Loan and Shaner
Hotel Portfolio Subordinate Companion Loan are entitled to their respective pro
rata share of all payments of principal and interest, although holders of the
Shaner Hotel Portfolio Loan and Shaner Hotel Portfolio Pari Passu Companion Loan
will be paid their share prior to holders of the Shaner Hotel Portfolio
Subordinate Companion Loan). Subsequent to either (i) a monetary event of
default with respect to the Shaner Hotel Portfolio Whole Loan or (ii) a material
non-monetary event of default with respect to the Shaner Hotel Portfolio Whole
Loan, (A) all payments (other than liquidation proceeds or casualty and
condemnation proceeds) related to Shaner Trust Loan Priority Properties will be
applied in the following priority; (i) to make scheduled monthly payments of
interest and principal (or following the maturity date or an acceleration, to
pay interest and to apply all such funds remaining (less an amount equal to
interest on the Shaner Hotel Portfolio Pari Passu Companion Loan) to pay
principal) on the Shaner Hotel Portfolio Loan, (ii) to make scheduled monthly
payments of interest and principal (or following the maturity date or an
acceleration, to pay interest) on the Shaner Hotel Portfolio Pari Passu
Companion Loan, (iii) to repay the principal of the Shaner Hotel Portfolio Loan
until paid in full, (iv) to repay the principal of the Shaner Hotel Portfolio
Pari Passu Companion Loan until paid in full and (v) to pay interest and
principal (until paid in full) on the Shaner Hotel Portfolio Subordinate
Companion Loan and (B) all payments (other than liquidation proceeds or casualty
and condemnation proceeds) related to Shaner Senior Companion Loan Priority
Properties will be applied in the following priority; (i) to make scheduled
monthly payments of interest and principal (or following the maturity date or an
acceleration, to pay interest and to apply all such funds remaining (less an
amount equal to interest on the Shaner Hotel Portfolio Loan) to pay principal)
on the Shaner Hotel Portfolio Pari Passu Companion Loan, (ii) to make scheduled
monthly payments of interest and principal (or following the maturity date or an
acceleration, to pay interest) on the Shaner Hotel Portfolio Loan, (iii) to
repay the principal of the Shaner Hotel Portfolio Pari Passu Companion Loan
until paid in full, (iv) to repay the principal of the Shaner Hotel Portfolio
Loan until paid in full and (v) to pay interest and principal (until paid in
full) on the Shaner Hotel Portfolio Subordinate Companion Loan. With respect to
any payment made from casualty or condemnation proceeds (whether prior to or
following an event of default), and with respect to any liquidation proceeds, if
such proceeds relate to the Shaner Trust Loan Priority Properties, such proceeds
shall be applied to pay interest and principal of the Shaner Hotel Portfolio
Loan, and if such proceeds relate to the Shaner Senior Companion Loan Priority
Properties, such proceeds shall be applied to pay interest and principal of the
Shaner Hotel Portfolio Pari Passu Companion Loan, in each case until paid in
full, with any excess after such payment in full to be applied to pay interest
and principal to the other such note until paid in full, and then to the Shaner
Hotel Portfolio Subordinate Companion Loan until paid in full.
The Shaner Hotel Portfolio Co-Lender Agreement provides that P&I Advances,
and interest thereon, made with respect to the Shaner Hotel Portfolio Loan and
any P&I Advances with respect to the Shaner Hotel Portfolio Pari Passu Companion
Loan (which the master servicer under the pooling and servicing agreement will
have no obligation to make) will be reimbursed only from funds allocated to the
related loan or general collections on the related securitizations. Property
Advances and interest thereon and other expenses that are related to the Shaner
Trust Loan Priority Properties, to the extent not covered by funds otherwise
allocable to the Shaner Hotel Portfolio Subordinate Companion Loan, will be
reimbursed only from funds otherwise allocable to the Shaner Hotel Portfolio
Loan (which will generally be derived from the Shaner Trust Loan Priority
Properties) and servicing advances and interest thereon and other expenses that
are related to the Shaner Senior Companion Loan Priority Properties, to the
extent not covered by funds otherwise allocable to the Shaner Hotel Portfolio
Subordinate Companion Loan, will be reimbursed only from funds otherwise
allocable to the Shaner Hotel Portfolio Pari Passu Companion Loan (which will
generally be derived from the Shaner Senior Companion Loan Priority Properties).
The 2005-G5 Master Servicer, 2005-GG5 Special Servicer, 2005-GG5 Trustee and
2005-GG5 Fiscal Agent under the 2005-GG5 Pooling and Servicing Agreement will
make their determination of whether any such advance is recoverable taking into
account the priorities for allocation of funds, and for reimbursement of
advances and other expenses, set forth above. If any of the 2005-GG5 Master
Servicer, 2005-GG5 Special Servicer, 2005-GG5 Trustee and 2005-GG5 Fiscal Agent
has determined that a Property Advance made with respect to the Shaner Hotel
Portfolio Whole Loan is not recoverable out of payments on the related mortgaged
property, then the party that made such advance will be entitled to seek
reimbursement with interest thereon from (x) to the extent that the Property
Advance is related to
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the Shaner Trust Loan Priority Properties, this trust or (y), to the extent that
the Property Advance is related to the Shaner Senior Companion Loan Priority
Properties, to the holder of the Shaner Hotel Portfolio Pari Passu Companion
Loan or the trust formed under the 2005-GG5 Pooling and Servicing Agreement.
All decisions, consents, waivers, approvals and other actions on behalf of
the holder of the Shaner Hotel Portfolio Loan and the Shaner Hotel Portfolio
Pari Passu Companion Loan and Shaner Hotel Portfolio Subordinate Companion Loan
will be effected in accordance with the 2005-GG5 Pooling and Servicing
Agreement. However, certain decisions are to be approved by a designated
directing holder (the "Shaner Hotel Portfolio Directing Holder"). For so long as
a control appraisal event does not exist, the directing holder will be the
holder of the Shaner Hotel Portfolio Subordinate Companion Loan, and while a
control appraisal event does exist, the directing holder will be the holder of
certificates representing a majority interest in a designated controlling class
of the certificates issued pursuant to the 2005-GG5 Pooling and Servicing
Agreement. Notwithstanding the foregoing, upon the occurrence of a control
appraisal event, the controlling class of this securitization will have the
right to appoint an operating advisor, and the directing holder and the Special
Servicer will be required to consult with such operating advisor prior to making
any decision regarding any of the Shaner Hotel Portfolio Trust Loan Priority
Properties. The Shaner Hotel Portfolio Directing Holder will have the right to
approve the following:
o any proposed or actual foreclosure upon or comparable conversion
(which may include acquisition as an REO Property) of the ownership
of the Mortgaged Properties securing the Shaner Hotel Portfolio
Whole Loan (the "Shaner Hotel Portfolio Mortgaged Properties") if
they come into and continue in default;
o any proposed modification, extension, amendment or waiver of a
monetary term (including the timing of payments) or any material non
monetary term of the Shaner Hotel Portfolio Whole Loan;
o any proposed or actual sale of an REO Property related to the Shaner
Hotel Portfolio Mortgaged Properties (other than in connection with
the termination of the trust fund), for less than the unpaid
principal balance of Shaner Hotel Portfolio Whole Loan, plus accrued
interest (other than default interest) thereon;
o any acceptance of a discounted payoff with respect to Shaner Hotel
Portfolio Whole Loan;
o any determination to bring any Shaner Hotel Portfolio Mortgaged
Property or an REO Property related to the Shaner Hotel Portfolio
Mortgaged Properties into compliance with applicable environmental
laws or to otherwise address hazardous materials located at that
property;
o any release of collateral for the Shaner Hotel Portfolio Whole Loan
or any release of a borrower or any guarantor under the Shaner Hotel
Portfolio Whole Loan, other than in accordance with the terms of the
Shaner Hotel Portfolio Whole Loan (with no material discretion by
the mortgagee), or upon satisfaction of the Shaner Hotel Portfolio
Whole Loan;
o any acceptance of substitute or additional collateral for the Shaner
Hotel Portfolio Whole Loan, other than in accordance with the terms
of the Shaner Hotel Portfolio Whole Loan (with no material
discretion by the mortgagee);
o any waiver of a "due-on-sale" or "due-on-encumbrance" clause with
respect to the Shaner Hotel Portfolio Whole Loan;
o any acceptance of an assumption agreement releasing a borrower or a
guarantor from liability under the Shaner Hotel Portfolio Whole
Loan;
o any acceptance of a change in the property management company
(provided that the unpaid principal balance of the Shaner Hotel
Portfolio Whole Loan is greater than $5,000,000) or, if applicable,
hotel franchise for the Shaner Hotel Portfolio Mortgaged Properties;
o any extension of the maturity date of the Shaner Hotel Portfolio
Whole Loan;
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o any determination by the 2005-GG5 Special Servicer that a servicing
transfer event substantially similar to clauses (b), (c) or (h) of
the definition of Servicing Transfer Event has occurred; and
o any determination by the 2005-GG5 Special Servicer that a servicing
transfer event has occurred solely by reason of the failure of the
borrower to maintain or caused to be maintained insurance coverage
against damages or losses arising from acts of terrorism;
provided that, in the event that the 2005-GG5 Special Servicer determines that
immediate action is necessary to protect the interests of the certificateholders
and the holders of the Shaner Hotel Portfolio Whole Loan (as a collective
whole), the 2005-GG5 Special Servicer may take any such actions without
obtaining the approval of the Shaner Hotel Portfolio Directing Holder.
In addition, the Shaner Hotel Portfolio Directing Holder may direct the
2005-GG5 Special Servicer to take, or to refrain from taking, any actions with
respect to the servicing and/or administration of the specially serviced
mortgage assets in the trust fund that the Shaner Hotel Portfolio Directing
Holder may consider advisable or as to which provision is otherwise made in the
2005-GG5 Pooling and Servicing Agreement.
Notwithstanding the preceding two paragraphs, no advice, direction or
objection from or by the Shaner Hotel Portfolio Directing Holder may require or
cause the 2005-GG5 Master Servicer or the 2005-GG5 Special Servicer, as
applicable, to violate the terms of the related loan documents, applicable law
(including the REMIC provisions of the Code) or any provision of the
intercreditor agreement or the 2005-GG5 Pooling and Servicing Agreement.
The Shaner Hotel Portfolio Co-Lender Agreement also provides that in the
event that (a) any payment of principal or interest on the Shaner Hotel
Portfolio Whole Loan is 90 days delinquent, (b) the Shaner Hotel Portfolio Whole
Loan has been accelerated, (c) the principal balance of the Shaner Hotel
Portfolio Whole Loan is not paid at maturity, (d) the borrower files a petition
for bankruptcy or (e) the Shaner Hotel Portfolio Whole Loan becomes a specially
serviced loan (and the Shaner Hotel Portfolio Whole Loan is either in default or
a default with respect thereto is reasonably foreseeable), the holder of the
Shaner Hotel Portfolio Subordinate Companion Loan will have the right to
purchase the Shaner Hotel Portfolio Mortgage Loan and the Shaner Hotel Portfolio
Pari Passu Companion Loan (together and not individually) at a price generally
equal to the unpaid principal balance of such loan, plus accrued and unpaid
interest thereon, all related unreimbursed advances, accrued and unpaid interest
on all advances, all unreimbursed fees payable to the 2005-GG5 Master Servicer
and the 2005-GG5 Special Servicer and any other amounts payable to the 2005-GG5
Master Servicer or the 2005-GG5 Special Servicer under the 2005-GG5 Pooling and
Servicing Agreement relating to the Shaner Hotel Portfolio Whole Loan.
The transfer of the ownership of the Shaner Hotel Portfolio Pari Passu
Companion Loan and the Shaner Hotel Portfolio Subordinate to any person or
entity other than institutional lenders, investment funds exceeding a minimum
net worth requirement, their affiliates or to trusts or other entities
established to acquire mortgage loans and issue securities backed by and payable
from the proceeds of such loans is generally prohibited.
The 2005-GG5 Pooling and Servicing Agreement provides that the holders of
a majority interest in a designated controlling class of the certificates issued
pursuant to the 2005-GG5 Pooling and Servicing Agreement may remove the special
servicer for the Shaner Hotel Portfolio Whole Loan under the 2005-GG5 Pooling
and Servicing Agreement without cause, and is entitled to appoint a replacement
special servicer, subject to rating agency confirmation that such appointment
would not result in the downgrade, withdrawal or qualification of the then
current ratings of the certificates issued in any securitization containing a
portion of the Shaner Hotel Portfolio Whole Loan.
With respect to the Shaner Hotel Portfolio Whole Loan, any Appraisal
Reduction Amount allocated to the Shaner Hotel Portfolio Whole Loan will be
allocated first to the Shaner Hotel Portfolio Subordinate Companion Loan, and to
the extent of any excess after such allocation, shall be allocated to the Shaner
Hotel Portfolio Loan, to the extent such Appraisal Reduction Amount relates to
the Shaner Trust Loan Priority Properties and to the Shaner Hotel Portfolio Pari
Passu Companion Loan to the extent such Appraisal Reduction Amount relates to
the Shaner Senior Companion Loan Priority Properties.
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THE SILVERCREEK PORTFOLIO PHASE I WHOLE LOAN.
The Mortgage Loan identified as SilverCreek Portfolio Phase I on Annex C-1
to this prospectus supplement (the "SilverCreek Portfolio Phase I Loan"), which
has an outstanding principal balance as of the Cut-off Date of $68,740,000,
representing approximately 1.8% of the Initial Pool Balance, is secured by a
portfolio of Mortgaged Properties that also secures a subordinate companion loan
(the "SilverCreek Portfolio Phase I Subordinate Companion Loan" and, together
with the SilverCreek Portfolio Phase I Loan, the "SilverCreek Portfolio Phase I
Whole Loan"). The SilverCreek Portfolio Phase I Subordinate Companion Loan is
not included in the trust and had an original principal balance of $4,700,000.
The SilverCreek Portfolio Phase I Whole Loan will be serviced by the
Master Servicer and the Special Servicer, as applicable, in accordance with the
Pooling and Servicing Agreement and the Servicing Standard. A co-lender
agreement governs the respective rights and powers of the holders of the
SilverCreek Portfolio Phase I Whole Loan and provides, in general, that:
o the SilverCreek Portfolio Phase I Subordinate Companion Loan is
subordinate to the SilverCreek Portfolio Phase I Loan;
o so long as neither (i) a monetary event of default with respect to
the SilverCreek Portfolio Phase I Whole Loan nor (ii) a material non
monetary event of default with respect to the SilverCreek Portfolio
Phase I Whole Loan has occurred and is continuing, the SilverCreek
Portfolio Phase I Loan and the SilverCreek Portfolio Phase I
Subordinate Companion Loan are generally pari passu in right of
payment (i.e., the SilverCreek Portfolio Phase I Loan and the
SilverCreek Portfolio Phase I Subordinate Companion Loan are
entitled to their respective pro rata share of all payments of
principal and interest, although the holder of the SilverCreek
Portfolio Phase I Loan will be paid their share prior to holder of
the SilverCreek Portfolio Phase I Subordinate Companion Loan) and
following the occurrence and during the continuance of the events
described in clauses (i) or (ii) above, the SilverCreek Portfolio
Phase I Loan will be senior in right of payment to the SilverCreek
Portfolio Phase I Subordinate Companion Loan, such that all amounts
received in respect of the SilverCreek Portfolio Phase I Whole Loan
will be used to pay interest on the SilverCreek Portfolio Phase I
Loan, then to pay principal of the SilverCreek Portfolio Phase I
Loan until its principal balance is reduced to zero, then to pay
interest on the SilverCreek Portfolio Phase I Subordinate Companion
Loan, then to pay principal of the SilverCreek Portfolio Phase I
Subordinate Companion Loan until its principal balance is reduced to
zero; and
o the Pooling and Servicing Agreement will govern the servicing and
administration of the SilverCreek Portfolio Phase I Whole Loan.
All decisions, consents, waivers, approvals and other actions on behalf of
the holder of the SilverCreek Portfolio Phase I Whole Loan will be effected in
accordance with the Pooling and Servicing Agreement. Although the holder of the
subordinate non-trust mortgage loan will not be the directing holder, for so
long as a control appraisal event does not exist, it will have non-binding
consultation rights with respect to various matters affecting the SilverCreek
Portfolio Phase I Loan. A control appraisal event with respect to the
SilverCreek Portfolio Phase I Whole Loan will exist if and for so long as the
initial principal balance of the SilverCreek Portfolio Phase I Subordinate
Companion Loan minus principal payments, appraisal reduction amounts and
realized losses allocated to the SilverCreek Portfolio Phase I Subordinate
Companion Loan is less than 25% of the initial principal balance of the
SilverCreek Portfolio Phase I Subordinate Companion Loan. The holder or holders
of more than 50% of the principal balance of the SilverCreek Portfolio Phase I
Subordinate Companion Loan (the "Consulting Holder") will have the right to
advise the Master Servicer or Special Servicer with respect to the following:
o any proposed or actual foreclosure upon or comparable conversion
(which may include the acquisition of REO Property) of the ownership
of the Mortgaged Property securing the SilverCreek Portfolio Phase I
Whole Loan if it comes into and continues in default or other
enforcement action under the related loan documents;
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o any proposed modification, extension, amendment or waiver of a
monetary term (including a change in the timing of payments) or any
material non monetary term of the SilverCreek Portfolio Phase I
Whole Loan;
o any proposed or actual sale of Mortgaged Property (other than in
connection with the termination of the trust fund) securing the
SilverCreek Portfolio Phase I Whole Loan for less than the purchase
price specified in the Pooling and Servicing Agreement;
o any acceptance of a discounted payoff with respect to the
SilverCreek Portfolio Phase I Whole Loan;
o any determination to bring the Mortgaged Property or REO Property
into compliance with applicable environmental laws or to otherwise
address hazardous materials located at the Mortgaged Property or REO
Property;
o any release of collateral for the SilverCreek Portfolio Phase I
Whole Loan or any release of the borrower or any guarantor or
indemnitor under the SilverCreek Portfolio Phase I Whole Loan (other
than as required by the terms of, or upon satisfaction of, the
SilverCreek Portfolio Phase I Whole Loan);
o any acceptance of substitute or additional collateral for the
SilverCreek Portfolio Phase I Whole Loan (other than as required by
the terms of such SilverCreek Portfolio Phase I Whole Loan);
o any waiver of a "due on sale" or "due on encumbrance" clause;
o any acceptance of an assumption agreement releasing a borrower from
liability under the SilverCreek Portfolio Phase I Whole Loan;
o any approval of any replacement special servicer for the SilverCreek
Portfolio Phase I Whole Loan (other than in connection with the
Trustee becoming the successor thereto pursuant to the terms of the
Pooling and Servicing Agreement);
o any acceptance of a change in the property management company
(provided that the unpaid principal balance of the SilverCreek
Portfolio Phase I Whole Loan is greater than $5,000,000);
o any determination pursuant to clauses (b), (c) and (h) of the
definition of Servicing Transfer Event has occurred;
o any determination (i) that the SilverCreek Portfolio Phase I Whole
Loan has become a specially serviced loan solely by reason of the
borrower's failure to maintain insurance against damages from acts
of terrorism or (ii) to force place any insurance against damages
from acts of terrorism that is failed to be maintained by the
borrower (subject to certain limitations); and
o any extension of the maturity date of the SilverCreek Portfolio
Phase I Whole Loan.
In the event that the holder of the SilverCreek Portfolio Phase I Loan or
the servicer determines in accordance with the Servicing Standard that immediate
action is necessary to protect the interests of the SilverCreek Portfolio Phase
I Loan and the SilverCreek Portfolio Phase I Subordinate Companion Loan (as a
collective whole), the holder of the SilverCreek Portfolio Phase I Loan or the
servicer may take any such action without consulting with the Consulting Holder.
The holder of the SilverCreek Portfolio Phase I Loan or the Master Servicer or
Special Servicer on its behalf, may, in its sole discretion, reject any advice
or direction from the Consulting Holder.
The co-lender agreement provides that in the event that (a) any payment of
principal or interest on the SilverCreek Portfolio Phase I Whole Loan is 90 days
delinquent, (b) the SilverCreek Portfolio Phase I Whole Loan has been
accelerated, (c) the principal balance of the SilverCreek Portfolio Phase I
Whole Loan is not paid at maturity, (d) the borrower files a petition for
bankruptcy or (e) the SilverCreek Portfolio Phase I Whole Loan becomes a
specially serviced loan (and the SilverCreek Portfolio Phase I Whole
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Loan is either in default or a default with respect thereto is reasonably
foreseeable), the holder of the SilverCreek Portfolio Phase I Subordinate
Companion Loan will have the right to purchase the SilverCreek Portfolio Phase I
Loan at a price generally equal to the unpaid principal balance of such loan,
plus accrued and unpaid interest thereon, all related unreimbursed advances,
accrued and unpaid interest on all advances, all unreimbursed fees payable to
the master servicer and the special servicer and any other amounts payable to
the Master Servicer or the Special Servicer under the Pooling and Servicing
Agreement.
The co-lender agreement also provides that in the event the borrower fails
to make any payment of principal or interest or the borrower otherwise defaults,
the holder of the SilverCreek Portfolio Phase I Subordinate Companion Loan will
have limited rights to cure such default, (a) in the case of a monetary default
within 10 days after the expiration of the grace period and (b) in the case of a
default, other than a monetary default or a bankruptcy of the borrower, within
30 days after the expiration of the applicable grace period as long as such
party is diligently proceeding with such cure.
The holder of the SilverCreek Portfolio Phase I Subordinate Companion Loan
will not have any right to terminate the Special Servicer with respect to the
SilverCreek Portfolio Phase I Whole Loan.
THE STONES RIVER APARTMENTS WHOLE LOAN AND THE NORTH CHASE I WHOLE LOAN.
Each of the Mortgage Loans identified as Stones River Apartments and North
Chase I on Annex C-1 to this prospectus supplement, each of which has an
outstanding principal balance as of the Cut-off Date of $7,886,895 and
$6,060,554, respectively, collectively representing approximately 0.4% of the
Initial Pool Balance, is secured by a single Mortgaged Property that also
secures a related Subordinate Companion Loan. These Subordinate Companion Loans
are not included in the trust.
Each of these Whole Loans will be serviced by the Master Servicer and the
Special Servicer, as applicable, according to the Servicing Standard. At
origination, the holder of these Mortgage Loans and the holder of the related
Subordinate Companion Loans entered into an intercreditor agreement that sets
forth the respective rights of the holder of the these Mortgage Loans and the
holder of the related Subordinate Companion Loans.
All payments in respect of the related Subordinate Companion Loan will be
made directly to the servicer of the related Subordinate Companion Loan until
the occurrence of (i) either the Mortgage Loan or the related Subordinate
Companion Loan being accelerated, (ii) the occurrence and continuation of a
monetary event of default, under each Whole Loan or (iii) an event of default
under each Whole Loan caused by certain insolvency actions, and prior to the
occurrence of any of these events.
Payments in respect of each Whole Loan are generally paid pari passu
between the Mortgage Loan and the related Subordinate Companion Loan, except for
casualty and condemnation payments which will be paid to the Mortgage Loan
first, and then to the related Subordinate Companion Loan. After the occurrence
and during the continuation of any of the events listed in the previous
paragraph, the related servicer of the related Subordinate Companion Loan is
required to forward all payments to the Master Servicer within 1 business day of
receipt and the servicer of the related Subordinate Companion Loan is required
to cooperate with the related borrower and Master Servicer to require the
borrower under the related Subordinate Companion Loan make all payments to the
Master Servicer for application pursuant to the related intercreditor agreement
and the Mortgage Loan will be senior in right of payment to the related
Subordinate Companion Loan such that all amounts collected in respect of each
Whole Loan will first be used to pay interest and principal on the Mortgage Loan
until its principal balance has been reduced to zero and then to pay interest
and principal on the related Subordinate Companion Loan.
With respect to these Whole Loans, the Master Servicer or Special
Servicer, as applicable, will be required to obtain the consent of the holder of
the related Subordinate Companion Loan in connection with any modification or
amendment that would among other things (i) adversely affect the lien priority,
(ii) increase the interest rate or principal amount of the Mortgage Loan, (iii)
increase in any other material respect any monetary obligations of the borrower
under the related loan documents, (iv) decrease, forgive, waive, release or
defer the interest or the interest rate or the principal amount of the related
Subordinate Companion Loan or forgive, waive, decrease, defer or release all or
any portion of the
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related Subordinate Companion Loan, (v) shorten the maturity date of the
Mortgage Loan, (vi) increase the term of the related Subordinate Companion Loan
to a date occurring after the maturity date of the Mortgage Loan, (vii) accept a
grant of any lien on or security interest in any other collateral or property
for the related Whole Loan unless it also secures the related Subordinate
Companion Loan, (viii) modify the cash management arrangements, (ix) cross
default the related mortgage, (x) obtain any contingent interest or so called
"kicker" measured on the basis of cash flow or appreciation of the related
Mortgaged Property, (xi) release the lien of the related mortgage (other than in
connection with repayment or as provided in the loan documents, (xii) spread the
lien of the mortgage to encumber additional real property unless it also secures
the related Subordinate Companion Loan and (xiii) extend the lockout period or
impose additional prepayment premiums or yield maintenance charges or otherwise
modify any prepayment or defeasance provision in a manner materially adverse to
the holder of the related Subordinate Companion Loan; provided that no such
consent will be required if the period set forth in the related intercreditor
agreement during which the holder of the related Subordinate Companion Loan may
purchase the Mortgage Loan has expired.
The intercreditor agreement with respect to each Whole Loan provides that
in the event that (a) any payment of principal or interest on the Whole Loan
becomes 90 days or more delinquent, (b) the Whole Loan is accelerated, (c) the
balloon payments are not made, (d) the borrower files a petition for bankruptcy
or is otherwise the subject of a bankruptcy proceeding, or (e) any other event
that causes the related Subordinate Companion Loan to be paid on a subordinated
basis as described above, the holder of the related Subordinate Companion Loan
may at its option, within 30 days of notice of the foregoing events, elect to
purchase the Mortgage Loan at a price equal to the sum of (i) the outstanding
principal balance of the Mortgage Loan, (ii) all accrued and unpaid interest
thereon (other than default interest), (iii) the amount of unreimbursed property
protection advances made with respect to the Mortgage Loan, (iv) interest on any
unreimbursed advances, (v) servicing fees and trustee's fees payable with
respect to the Whole Loan, and (vi) other property protection expenses.
REPRESENTATIONS AND WARRANTIES
As of the Closing Date, each of the Loan Sellers will make with respect to
each Mortgage Loan sold by it that we include in the trust, representations and
warranties generally to the effect described below, together with any other
representations and warranties as may be required by the applicable rating
agencies as set forth and subject to the exceptions described in the related
Mortgage Loan purchase agreement:
o The information pertaining to the Mortgage Loan set forth in the
loan schedule attached to the Pooling and Servicing Agreement is
true and accurate in all material respects as of the Cut-off Date
and contains all information required by the Pooling and Servicing
Agreement to be contained therein.
o Prior to the sale of the Mortgage Loan to the Depositor, the Loan
Seller was the owner of such Mortgage Loan, had good title to it,
had full right, power and authority to sell, assign and transfer
such Mortgage Loan and has transferred such Mortgage Loan free and
clear of any and all liens, pledges and security interests of any
nature encumbering such Mortgage Loan other than with respect to
Mortgage Loans in a split loan structure, the applicable Pari Passu
Companion Loans or Subordinate Companion Loans.
o As of the date of its origination, the Mortgage Loan complied in all
material respects with, or was exempt from, all requirements of
federal, state or local law relating to the origination of the
Mortgage Loan, including applicable usury laws.
o The proceeds of the Mortgage Loan have been fully disbursed (except
in those cases where the full amount of the Mortgage Loan has been
disbursed but a portion thereof is being held in escrow or reserve
accounts pending the satisfaction of certain conditions relating to
leasing, repairs or other matters with respect to the Mortgaged
Property), and there is no requirement for future advances.
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o The Mortgage Note, each Mortgage, and each assignment of leases and
rents, if any, with respect to the Mortgage Loan is the legal, valid
and binding obligation of the maker thereof, subject to any
nonrecourse provisions in the particular document and any state
anti-deficiency legislation, and is enforceable in accordance with
its terms, except that (1) such enforcement may be limited by (a)
bankruptcy, insolvency, receivership, reorganization, liquidation,
redemption, moratorium and/or other similar laws and (b) by general
principles of equity, regardless of whether that enforcement is
considered in a proceeding in equity or at law, and (2) certain
provisions in the subject agreement or instrument may be further
limited or rendered unenforceable by applicable law, but those
limitations will not render the subject agreement or instrument
invalid as a whole or substantially interfere with the mortgagee's
realization of the benefits provided by the subject agreement or
instrument.
o Each related Mortgage is a valid and, subject to the exceptions and
limitations in the preceding bullet, enforceable first lien on the
related Mortgaged Property, except for permitted encumbrances and,
with respect to Mortgage Loans with a split loan structure, the
applicable companion loan. The permitted encumbrances do not,
individually or in the aggregate, materially and adversely interfere
with the security intended to be provided by the related Mortgage,
the current principal use of the related Mortgaged Property or the
current ability of the related mortgagor to pay its obligations
under the subject Mortgage Loan when they become due (other than a
balloon payment, which would require a refinancing).
o Subject to the exceptions and limitations on enforceability in the
second preceding bullet, there is no valid offset, defense,
counterclaim or right of rescission with respect to the Mortgage
Note or any related Mortgage or other agreement executed by the
related borrower in connection with the Mortgage Loan.
o The assignment of each related Mortgage in favor of the Trustee (or
in the case of a Non-Serviced Loan, the assignment in favor of the
current holders of the Mortgage) constitutes the legal, valid,
binding and, subject to the limitations and exceptions in the third
preceding bullet, enforceable assignment of that Mortgage to the
Trustee.
o All real estate taxes and governmental assessments, and that prior
to the Cut-off Date became due and payable in respect of, and
materially affect, any related Mortgaged Property, have been paid or
are not yet delinquent, or an escrow of funds in an amount
sufficient to cover those payments has been established.
o To the actual knowledge of the Loan Seller, there is no proceeding
pending for total or partial condemnation of each related Mortgaged
Property that materially affects its value, and each related
Mortgaged Property was free of material damage.
o To the actual knowledge of the Loan Seller, except where a tenant
under a lease is permitted to self-insure, all insurance required
under the Mortgage Loan was in full force and effect with respect to
each related Mortgaged Property.
o As of the Closing Date, the Mortgage Loan is not 30 days or more
past due in respect of any scheduled payment of principal and/or
interest.
o The related borrower is not a debtor in any bankruptcy,
reorganization, insolvency or comparable proceeding.
If, as provided in the Pooling and Servicing Agreement, there exists a breach of
any of the above-described representations and warranties made by the applicable
Loan Seller, and that breach materially and adversely affects the value of the
Mortgage Loan, the related Mortgaged Property or the interests of the
Certificateholders in the subject Mortgage Loan, then that breach will be a
material breach as to which the Trust will have the rights against the
applicable Loan Seller, as applicable, described under "--Cures and Repurchases"
below.
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SALE OF MORTGAGE LOANS; MORTGAGE FILE DELIVERY
On the Closing Date, the Depositor will acquire the Mortgage Loans from
each Loan Seller and will simultaneously transfer the Mortgage Loans, without
recourse, to the Trustee for the benefit of the Certificateholders. Under the
related transaction documents, the Depositor will require each Loan Seller to
deliver to the Trustee or to a document custodian appointed by the Trustee (a
"Custodian"), among other things, the following documents with respect to each
Mortgage Loan sold by the applicable Loan Seller (collectively, as to each
Mortgage Loan, the "Mortgage File"): (i) the original executed Mortgage Note,
endorsed on its face or by allonge attached thereto, without recourse, to the
order of the Trustee (or, if the original Mortgage Note has been lost, an
affidavit to such effect from the applicable Loan Seller or another prior
holder, together with a copy of the Mortgage Note); (ii) the original or a copy
of the Mortgage, together with an original or copy of any intervening
assignments of the Mortgage, in each case with evidence of recording indicated
thereon or certified by the applicable recorder's office; (iii) the original or
a copy of any related assignment of leases and of any intervening assignments
thereof (if such item is a document separate from the Mortgage), with evidence
of recording indicated thereon or certified by the applicable recorder's office;
(iv) an original executed assignment of the Mortgage in favor of the Trustee or
in blank and in recordable form; (v) an original assignment of any related
assignment of leases (if such item is a document separate from the Mortgage) in
favor of the Trustee or in blank and (subject to the completion of certain
missing recording information) in recordable form; (vi) the original assignment
of all unrecorded documents relating to the Mortgage Loan, if not already
assigned pursuant to items (iv) or (v) above; (vii) originals or copies of all
modification agreements in those instances in which the terms or provisions of
the Mortgage or mortgage note have been modified as to a monetary term other
material term thereof; (viii) the original or a copy of the policy or
certificate of lender's title insurance issued on the date of the origination of
such Mortgage Loan, or, if such policy has not been issued or located, an
irrevocable, binding commitment (which may be a marked version of the policy
that has been executed by an authorized representative of the title company or
an agreement to provide the same pursuant to binding escrow instructions
executed by an authorized representative of the title company) to issue such
title insurance policy; (ix) with respect to any hospitality loan, any filed
copies (bearing evidence of filing) or evidence of filing satisfactory to the
Trustee of any UCC financing statements, (x) an original assignment in favor of
the Trustee of any financing statement executed and filed in favor of the
applicable Loan Seller in the relevant jurisdiction; (xi) any intercreditor
agreement relating to permitted debt of the mortgagor; and (xii) copies of any
loan agreement, escrow agreement, security agreement or letter of credit
relating to a Mortgage Loan; and (xiii) the original or copy of any ground
lease, ground lessor estoppel, environmental insurance policy or guaranty
relating to a Mortgage Loan. In the case of The Shops at LaCantera Loan and the
Whalers Village Loan, the delivery of the Mortgage File by one of the Loan
Sellers will satisfy the requirements set forth in this paragraph.
As provided in the Pooling and Servicing Agreement, the Trustee or a
Custodian on its behalf is required to review each Mortgage File within a
specified period following its receipt thereof. The Pooling and Servicing
Agreement requires that the Trustee take the actions necessary to maintain the
security interest of the Trust Fund in the Mortgage Loans. In addition, the
Trustee is required to maintain custody of the Mortgage File for each Mortgage
Loan in the State of Minnesota. The Trustee will not move any Mortgage File
outside the State of Minnesota, other than as specifically provided for in the
Pooling and Servicing Agreement, unless the Trustee first obtains and provides,
at the expense of the Trustee, an opinion of counsel to the Depositor and the
Rating Agencies to the effect that the Trustee's first priority interest in the
Mortgage Notes has been duly and fully perfected under the applicable laws and
regulations of such other jurisdiction. See "The Pooling and Servicing
Agreement--Reports to Certificateholders; Available Information" in this
prospectus supplement.
CURES AND REPURCHASES
If there exists a Material Breach of any of the representations and
warranties made by the applicable Loan Seller with respect to any of the
Mortgage Loans sold by it, as discussed under "--Representations and Warranties"
above, or if there exists a Material Document Defect with respect to any
Mortgage Loan sold by it, then the applicable Loan Seller, as applicable, will
be required either:
o to remedy that Material Breach or Material Document Defect, as the
case may be, in all material respects, or
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o to repurchase the affected Mortgage Loan at a price ("Repurchase
Price") generally equal to the sum of--
1. the outstanding principal balance of that Mortgage Loan at the
time of purchase, plus
2. all outstanding interest, other than default interest, due
with respect to that Mortgage Loan pursuant to the related
loan documents through the due date in the collection period
of purchase, plus
3. all unreimbursed property protection advances relating to that
Mortgage Loan, plus
4. all outstanding interest accrued on advances made by the
Master Servicer, the Special Servicer and/or the Trustee with
respect to that Mortgage Loan, plus
5. to the extent not otherwise covered by clause 4 of this
bullet, all outstanding Special Servicing Fees and other
additional trust fund expenses related to that Mortgage Loan,
plus
6. if the affected Mortgage Loan is not repurchased by the Loan
Seller within 180 days after discovery by or notice to the
applicable Loan Seller of such Material Breach or Material
Document Defect, a Liquidation Fee in connection with such
repurchase.
A "Material Breach" is a breach of a representation or warranty that
materially and adversely affects the value of the Mortgage Loan, the related
Mortgaged Property or the interests of the Certificateholders in the affected
Mortgage Loan.
A "Material Document Defect" is a document defect that materially and
adversely affects the value of the Mortgage Loan, the related Mortgaged Property
or the interests of the Certificateholders in the affected Mortgage Loan.
The time period within which the applicable Loan Seller must complete that
remedy or repurchase will generally be limited to 90 days following the earlier
of the responsible party's discovery or receipt of notice of the subject
Material Breach or Material Document Defect, as the case may be. However, if the
applicable Loan Seller is diligently attempting to correct the problem, then,
with limited exception (including if such breach or defect would cause the
Mortgage Loan not to be a "qualified mortgage" within the meaning of Section
860G(a)(3) of the Code), it will be entitled to an additional 90 days (or more
in the case of a Material Document defect resulting from the failure of the
responsible party to have received the recorded documents) to complete that
remedy or repurchase.
The cure/repurchase obligations described above will constitute the sole
remedy available to the series 2006-GG6 certificateholders in connection with a
Material Breach of any representations or warranties or a Material Document
Defect with respect to any Mortgage Loan in the Trust Fund. None of the
Depositor, the Underwriters, the Master Servicer, the Special Servicer, the
Trustee, any other Loan Seller nor any other person will be obligated to
repurchase any affected Mortgage Loan in connection with a Material Breach of
any of the representations and warranties or a Material Document Defect if the
applicable Loan Seller defaults on its obligations to do so. There can be no
assurance that the applicable Loan Seller will have sufficient assets to
repurchase a Mortgage Loan if required to do so. If the breach or defect relates
to The Shops at LaCantera Loan or the Whalers Village Loan, each of GSMC and
Commerzbank will be obligated to take these remedial actions only with respect
to the Seller Percentage Interest of that Mortgage Loan, as applicable, sold by
it. Therefore, it is possible that under certain circumstances only one of those
two Loan Sellers will repurchase or otherwise comply with the foregoing
obligations.
The "Seller Percentage Interest" is 50% with respect to each of The Shops
at LaCantera Loan and the Whalers Village Loan:
Any Material Breach or Material Document Defect with respect to a Mortgage
Loan that is cross-collateralized with other Mortgage Loans will require the
repurchase of such other Mortgage Loans.
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ADDITIONAL INFORMATION
A Current Report on Form 8-K (the "Form 8-K") will be available to
purchasers of the Offered Certificates and will be filed, together with the
Pooling and Servicing Agreement, with the Securities and Exchange Commission
(the "Commission") after the initial issuance of the Offered Certificates.
TRANSACTION PARTIES
THE SPONSORS
GOLDMAN SACHS MORTGAGE COMPANY
General. Goldman Sachs Mortgage Company ("GSMC") is a sponsor and a loan
seller.
GSMC is a New York limited partnership. GSMC is an affiliate of the
depositor and an affiliate, through common parent ownership, of one of the
underwriters. GSMC was formed in 1984. Its general partner is Goldman Sachs Real
Estate Funding Corp. and its limited partner is The Goldman Sachs Group, Inc.
(NYSE:GS). GSMC's executive offices are located at 85 Broad Street, New York,
New York 10004, telephone number (212) 902-1000.
GSMC's Commercial Mortgage Securitization Program. As a sponsor, GSMC
acquires fixed and floating rate commercial mortgage loans and either by itself
or together with other sponsors or mortgage loan sellers, organizes and
initiates the securitization of such commercial mortgage loans by transferring
the commercial mortgage loans to a securitization depositor, including GS
Commercial Securities Corporation II or another entity that acts in a similar
capacity. In coordination with its affiliate, Goldman Sachs Commercial Mortgage
Capital, L.P., and other underwriters, GSMC works with rating agencies,
investors, mortgage loan sellers and servicers in structuring the securitization
transaction. GSMC has acted as a sponsor and mortgage loan seller on 44 fixed
and floating-rate commercial mortgage backed securitization transactions.
Many of the commercial mortgage loans acquired by GSMC are sold to
securitizations in which GSMC acts as either sponsor or commercial mortgage loan
seller. GSMC acquires both fixed-rate and floating-rate commercial mortgage
loans which are included in both public and private securitizations. GSMC also
acquires subordinate and mezzanine debt for investment, syndication or
securitization. From the beginning of its participation in commercial mortgage
securitization programs in 1996 through December 31, 2005, GSMC acquired
approximately 1,339 fixed and floating-rate commercial and multifamily mortgage
loans with an aggregate original principal balance of approximately $30.9
billion. Approximately 1,304 fixed and floating-rate commercial mortgage loans
with an aggregate original principal balance of approximately $28.2 billion were
included in 44 securitization transactions. As of December 31, 2005, GSMC
securitized approximately $8.0 billion of fixed-rate commercial mortgage loans
through the GG program, of which approximately $3.0 billion was securitized by
an affiliate of GSMC acting as depositor, and approximately $5.0 billion was
securitized by unaffiliated entities acting as depositor. The properties
securing these loans include office, retail, multifamily, industrial,
hospitality, manufactured housing and self-storage properties.
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
General. Greenwich Capital Financial Products, Inc. ("GCFP") is a sponsor
and a loan seller. GCFP was incorporated in the state of Delaware in 1990. GCFP
is a wholly owned subsidiary of Greenwich Capital Holdings, Inc. and an indirect
subsidiary of The Royal Bank of Scotland Group plc. The Royal Bank of Scotland
Group plc is a public limited company incorporated in Scotland which is engaged
in a wide range of banking, financial and finance-related activities in the
United Kingdom and internationally. GCFP is also an affiliate of Greenwich
Capital Markets, Inc., one of the underwriters. The principal offices of GCFP
are located at 600 Steamboat Road, Greenwich, Connecticut 06830. The main
telephone number of GCFP is (203) 625-2700.
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GCFP's Commercial Mortgage Securitization Program. GCFP has been engaged
in commercial mortgage lending since its formation. The vast majority of
mortgage loans originated by GCFP are intended to be either sold through
securitization transactions in which GCFP acts as a sponsor or sold to third
parties in individual loan sale transactions. The following is a general
description of the types of commercial mortgage loans that GCFP originates:
o Fixed rate mortgage loans generally having maturities between five
and ten years and secured by commercial real estate such as office,
retail, hospitality, multifamily, residential, healthcare, self
storage and industrial properties. These loans are GCFP's principal
loan product and are primarily originated for the purpose of
securitization.
o Floating rate loans generally having shorter maturities and secured
by stabilized and non-stabilized commercial real estate properties.
These loans are primarily originated for securitization, though in
certain cases only a senior participation interest in the loan is
intended to be securitized.
o Subordinate mortgage loans and mezzanine loans. These loans are
generally not originated for securitization by GCFP and are sold in
individual loan sale transactions.
In general, GCFP does not hold the loans it originates until maturity. As
of December 31, 2005, GCFP had a portfolio of commercial mortgage loans in
excess of $3.3 billion of assets.
As a sponsor, GCFP originates mortgage loans and, together with other
sponsors or mortgage loan sellers, initiates a securitization transaction by
selecting the portfolio of mortgage loans to be securitized and transferring
those mortgage loans to a securitization depositor who in turn transfers those
mortgage loans to the issuing trust fund. In selecting a portfolio to be
securitized, consideration is given to geographic concentration, property type
concentration and rating agency models and criteria. GCFP's role as sponsor also
includes engaging third-party service providers such as the servicer, special
servicer and trustee, and engaging the rating agencies. In coordination with the
underwriters for the related offering, GCFP works with rating agencies,
investors, mortgage loan sellers and servicers in structuring the securitization
transaction.
Neither GCFP nor any of its affiliates act as servicer of the commercial
mortgage loans in its securitization transactions. Instead, GCFP and/or the
depositor contracts with other entities to service the mortgage loans in the
securitization transactions.
GCFP commenced selling mortgage loans into securitizations in 1998. During
the period commencing on January 1, 1998 and ending on December 31, 2005, GCFP
was the sponsor of 22 commercial mortgage-backed securitization transactions.
Approximately $20.1 billion of the mortgage loans included in those transactions
were originated by GCFP. The following tables set forth information with respect
to originations and securitizations of fixed rate and floating rate commercial
and multifamily mortgage loans by GCFP for the two years ending on December 31,
2005:
FIXED RATE COMMERCIAL MORTGAGE LOANS
TOTAL GCFP FIXED RATE TOTAL GCFP FIXED RATE
LOANS ORIGINATED LOANS SECURITIZED
YEAR (APPROXIMATE) (APPROXIMATE)
------ ----------------------- -----------------------
2005 $7.3 billion $7.0 billion
2004 $4.3 billion $2.7 billion
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FLOATING RATE COMMERCIAL MORTGAGE LOANS
TOTAL GCFP FLOATING RATE TOTAL GCFP FLOATING RATE
LOANS ORIGINATED LOANS SECURITIZED
YEAR (APPROXIMATE) (APPROXIMATE)
------ ----------------------- -----------------------
2005 $2.0 billion $0.8 billion
2004 $2.4 billion $0.9 billion
UNDERWRITING STANDARDS
General. GCFP originates commercial mortgage loans from its headquarters
in Greenwich, Connecticut as well as from its origination offices in Los Angeles
and Irvine, California, Chicago, Illinois, Atlanta, Georgia and Baltimore,
Maryland. Bankers within the origination group focus on sourcing, structuring,
underwriting and performing due diligence on their loans. Bankers within the
structured finance group work closely with the loans' originators to ensure that
the loans are suitable for securitization and satisfy rating agency criteria.
All mortgage loans must be approved by at least two or more members of GCFP's
credit committee, depending on the size of the mortgage loan.
Loans originated by GCFP generally conform to the underwriting guidelines
described below. Each lending situation is unique, however, and the facts and
circumstance surrounding the mortgage loan, such as the quality and location of
the real estate collateral, the sponsorship of the borrower and the tenancy of
the collateral, will impact the extent to which the general guidelines below are
applied to a specific loan. These underwriting criteria are general, and there
is no assurance that every loan originated by GCFP will comply in all respects
with the guidelines.
Loan Analysis. Generally, GCFP performs both a credit analysis and
collateral analysis with respect to a loan applicant and the real estate that
will secure a mortgage loan. In general, the analysis of a borrower includes a
review of money laundering and background checks and the analysis of its sponsor
includes a review of money laundering and background checks, third party credit
reports, bankruptcy and lien searches, general banking references and commercial
mortgage related references. In general, the analysis of the collateral includes
a site visit and a review of the property's historical operating statements (if
available), independent market research, an appraisal with an emphasis on rental
and sales comparables, engineering and environmental reports, the property's
historic and current occupancy, financial strengths of tenants, the duration and
terms of tenant leases and the use of the property. Each report is reviewed for
acceptability by a real estate finance credit officer of GCFP. The borrower's
and property manager's experience and presence in the subject market are also
received. Consideration is also given to anticipated changes in cash flow that
may result from changes in lease terms or market considerations.
Borrowers are generally required to be single purpose entities although
they are generally not required to be structured to limit the possibility of
becoming insolvent or bankrupt unless the loan is greater than $20 million, in
which case additional limitations including the requirement that the borrower
have at least one independent direction are required.
Loan Approval. All mortgage loans must be approved by at least one real
estate finance credit officer and the head of commercial real estate
securitization. Prior to commitment for loans with principal balances of $25
million or greater, an investment committee memorandum is produced and delivered
to the credit committee. If deemed appropriate a member of the real estate
credit department will visit the subject property. The credit committee may
approve a mortgage loan as recommended, request additional due diligence, modify
the loan terms or decline a loan transaction.
Property Characteristics. Post-1980 construction is preferred; however,
older properties in good repair and having had material renovation performed
within the last five years will be considered. The remaining useful life of the
mortgaged property should extend at least five years beyond the end of the
amortization period.
Location. Generally, established or emerging markets with a minimum
population of 50,000 (25,000 for retail properties), and no population declines
since 1980 based upon established census data are
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preferred. Regional and trade area demographics should be flat to rising. The
market should not be dependent on a single employment source or industry.
Operating History. Operating history is a significant factor in the
evaluation of an established mortgaged property, but may be given less weight
with respect to mortgage loans on newly constructed or rehabilitated properties.
Generally, for established properties, the mortgaged property must be open and
have stable occupancy history (or operating performance in the case of retail
properties). The mortgaged property should not have experienced material
declines in operating performance over the previous two years. Newly-constructed
or recently rehabilitated properties which have not reached stabilized occupancy
are considered on a case-by-case basis.
Debt Service Coverage Ratio and LTV Ratio. GCFP's underwriting standards
generally mandate minimum debt service coverage ratios and maximum loan to value
ratios. An LTV Ratio generally based upon the appraiser's determination of value
as well as the value derived using a stressed capitalization rate is considered.
The Debt Service Coverage Ratio is based upon the Underwritten Net Cash Flow and
is given particular importance. However, notwithstanding such guidelines, in
certain circumstances the actual debt service coverage ratios, loan to value
ratios and amortization periods for the mortgage loans originated by GCFP may
vary from these guidelines.
Escrow Requirements. Generally, GCFP requires most borrowers to fund
various escrows for taxes and insurance, capital expenses and replacement
reserves. Generally, the required escrows for mortgage loans originated by GCFP
are as follows:
o Taxes--Typically an initial deposit and monthly escrow deposits
equal to 1/12th of the annual property taxes (based on the most
recent property assessment and the current millage rate) are
required to provide the lender with sufficient funds to satisfy all
taxes and assessments. GCFP may waive this escrow requirement under
certain circumstances.
o Insurance--If the property is insured under an individual policy
(i.e., the property is not covered by a blanket policy), typically
an initial deposit and monthly escrow deposits equal to 1/12th of
the annual property insurance premium are required to provide the
lender with sufficient funds to pay all insurance premiums. GCFP may
waive this escrow requirement under certain circumstances.
o Replacement Reserves--Replacement reserves are generally calculated
in accordance with the expected useful life of the components of the
property during the term of the mortgage loan plus 2 years. GCFP
relies on information provided by an independent engineer to make
this determination. GCFP may waive this escrow requirement under
certain circumstances.
o Completion Repair/Environmental Remediation--Typically, a completion
repair or remediation reserve is required where an environmental or
engineering report suggests that such reserve is necessary. Upon
funding of the applicable mortgage loan, GCFP generally requires
that at least 110% of the estimated costs of repairs or replacements
be reserved and generally requires that repairs or replacements be
completed within a year after the funding of the applicable mortgage
loan. GCFP may waive this escrow requirement under certain
circumstances.
o Tenant Improvement/Lease Commissions--In most cases, various tenants
have lease expirations within the mortgage loan term. To mitigate
this risk, special reserves may be required to be funded either at
closing of the mortgage loan and/or during the mortgage loan term to
cover certain anticipated leasing commissions or tenant improvement
costs which might be associated with re-leasing the space occupied
by such tenants.
Other Factors. Other factors that are considered in the origination of a
commercial mortgage loan include current operations, occupancy and tenant base.
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THE DEPOSITOR
GS Mortgage Securities Corporation II (the "Depositor") was incorporated
in the State of Delaware on November 16, 1995, for the purpose of engaging in
the business, among other things, of acquiring and depositing mortgage assets in
trusts in exchange for certificates evidencing interests in the trusts and
selling or otherwise distributing the certificates. The principal executive
offices of the Depositor are located at 85 Broad Street, New York, New York
10004. Its telephone number is (212) 902-1000. The Depositor will not have any
material assets other than the trust funds.
The Depositor will have minimal ongoing duties with respect to the
Certificates and the Mortgage Loans. The Depositor's duties will include: (i)
the duty to appoint a successor trustee in the event of the removal of the
Trustee, (ii) pay any ongoing fees of the Rating Agencies, (iii) to promptly
deliver to the Trustee any document that comes into the Depositor's possession
that constitutes part of the Mortgage File or servicing file for any Mortgage
Loan, (iv) upon discovery of a breach of any of the representations and
warranties of the Master Servicer which materially and adversely affects the
interests of the Certificateholders, to give prompt written notice of such
breach to the affected parties, (v) to provide information in its possession
with respect to the certificates to the Trustee to the extent necessary to
perform REMIC tax administration, (vi) to indemnify the Trust, the Trustee, the
Master Servicer and the Special Servicer for any loss, liability or reasonable
expense incurred by such parties arising form the Depositor's willful
misconduct, bad faith, fraud and/or negligence in the performance of its duties
contained in the Pooling and Servicing Agreement, (vii) to sign any annual
report on Form 10-K, including the required certification therein under the
Sarbanes-Oxley Act, and any distribution reports on Form 10-D and Current
Reports on Form 8-K required to be filed by the Trust, and (viii) to mail the
notice of a succession of Trustee to all Certificateholders.
The Depositor is an affiliate of GSMC, one of the sponsors and mortgage
loan sellers, and an affiliate of Goldman, Sachs & Co., one of the underwriters.
On the Closing Date, the Depositor will acquire the mortgage loans from
each Loan Seller and will simultaneously transfer the mortgage loans, without
recourse, to the Trustee for the benefit of the Certificateholders. See "The
Seller" in the prospectus.
[GRAPHIC OMITTED]
THE LOAN SELLERS AND ORIGINATORS
The Loan Sellers are Goldman Sachs Mortgage Company, Greenwich Capital
Financial Products, Inc. and Commerzbank AG, New York Branch. Goldman Sachs
Mortgage Company is an affiliate of GSCMC, the Depositor and one of the
Underwriters. Greenwich Capital Financial Products, Inc. is an affiliate of one
of the Underwriters. The Originators are Goldman Sachs Commercial Mortgage
Capital, L.P., Greenwich Capital Financial Products, Inc. and Commerzbank AG,
New York Branch.
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The information set forth in this prospectus supplement concerning the
Loan Sellers, Originators and their underwriting standards has been provided by
the Loan Sellers and Originators.
Goldman Sachs Mortgage Company. Goldman Sachs Mortgage Company is a loan
seller. See "--The Sponsors--Goldman Sachs Mortgage Company" above.
Goldman Sachs Commercial Mortgage Capital, L.P. Goldman Sachs Commercial
Mortgage Capital, L.P. ("GSCMC") (formerly known as Archon Financial, L.P.), a
Delaware limited partnership, is an affiliate of GSMC, one of the loan sellers
and sponsors, Goldman, Sachs & Co., one of the underwriters, and GS Commercial
Mortgage Securities Corporation II, the depositor. GSCMC's primary business is
the underwriting and origination, either by itself or together with another
originator, of mortgage loans secured by commercial or multifamily properties.
The commercial mortgage loans originated by GSCMC include both fixed and
floating-rate commercial mortgage loans and such commercial mortgage loans are
often included in both public and private securitizations. GSCMC has been an
active participant in securitizations of commercial mortgage loans since 1996.
Many of the commercial mortgage loans originated by GSCMC are acquired by GSMC
and sold to securitizations in which GSMC acts as sponsor and/or mortgage loan
seller. Multiple seller transactions in which GSCMC has participated
historically include the "GMAC" program in which GSMC, GMAC Commercial Mortgage
Corporation, Morgan Stanley Mortgage Capital Inc. and German American Capital
Corporation generally were loan sellers and sponsors. Currently, GSCMC engages
in multiple seller transactions as the "GG" program in which GSMC, Greenwich
Capital Financial Products, Inc. and Commerzbank AG, New York Branch generally
are mortgage loan sellers.
Between the inception of its commercial mortgage securitization program in
1996 and December 31, 2005, GSCMC originated approximately. 1,337 fixed and
floating-rate commercial and multifamily mortgage loans with an aggregate
original principal balance of approximately $30.9 billion, of which
approximately 1,302 commercial mortgage loans with an aggregate original
principal balance of approximately $28.2 billion, was included in 44
securitization transactions. In connection with originating commercial mortgage
loans for securitization, GSCMC also originates subordinate or mezzanine debt
which is typically syndicated. As of December 31, 2005, GSCMC originated
approximately $8.0 billion of commercial mortgage loans for the GG program, of
which approximately $3.0 billion was included in a securitization for which an
affiliate of GSCMC acting as depositor, and approximately $5.0 billion was
originated for securitizations with an unaffiliated entity acting as depositor.
FIXED RATE COMMERCIAL MORTGAGE LOANS
TOTAL GSCMC FIXED RATE LOANS TOTAL GSCMC FIXED RATE LOANS
ORIGINATED SECURITIZED
YEAR (APPROXIMATE) (APPROXIMATE)
------ ---------------------------- ----------------------------
2005 $5.6 billion $6.1 billion
2004 $3.4 billion $3.0 billion
2003 $2.1 billion $2.1 billion
FLOATING RATE COMMERCIAL MORTGAGE LOANS
TOTAL GSCMC FLOATING RATE LOANS TOTAL GSCMC FLOATING RATE LOANS
ORIGINATED SECURITIZED
YEAR (APPROXIMATE) (APPROXIMATE)
------ ------------------------------- -------------------------------
2005 $1.5 billion $0.6 billion
2004 $1.5 billion $0.0 billion
2003 $1.4 billion $1.0 billion
UNDERWRITING STANDARDS
Overview. GSCMC's commercial mortgage loans are primarily originated in
accordance with the underwriting criteria described below. However, variations
from these guidelines may be implemented as
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a result of various conditions including each loan's specific terms, the quality
or location of the underlying real estate, the property's tenancy profile, the
background or financial strength of the borrower/sponsor, or any other pertinent
information deemed material by GSCMC. Therefore, this general description of
GSCMC's underwriting standards is not intended as a representation that every
commercial mortgage loan complies entirely with all criteria set forth below.
Process. The credit underwriting process for each GSCMC loan is performed
by a deal team comprised of real estate professionals which typically includes
of a senior member, originator, analyst and commercial closer. This team is
required to conduct a thorough review of the related mortgaged property, which
typically includes an examination of historical operating statements, rent
rolls, tenant leases, current and historical real estate tax information,
insurance policies and/or schedules, and third-party reports pertaining to
appraisal/valuation, zoning, environmental status and physical
condition/seismic/engineering (see "--Escrow Requirements" below and "--Third
Party Reports--Property Analysis," "--Appraisal and Loan-to-Value Ratio,"
"--Environmental Report," "--Physical Condition Report," "--Title Insurance
Policy" and "--Property Insurance" in this prospectus supplement).
A member of the GSCMC team or its affiliates thereof is required to
perform an inspection of the property as well as a review of the surrounding
market environment, including demand generators and competing properties, in
order to confirm tenancy information, assess the physical quality of the
collateral, determine visibility and access characteristics, and evaluate the
property's competitiveness within its market.
The GSCMC deal team or its affiliates thereof also performs a detailed
review of the financial status, credit history and background of the borrower
and certain key principals through financial statements, income tax returns,
credit reports, criminal/background investigations, and specific searches for
judgments, liens, bankruptcy and pending litigation. Circumstances may also
warrant an examination of the financial strength and credit of key tenants as
well as other factors that may impact the tenants' ongoing occupancy or ability
to pay rent.
After the compilation and review of all documentation and other relevant
considerations, the deal team finalizes its detailed underwriting analysis of
the property's cash flow in accordance with GSCMC's property-specific, cash flow
underwriting guidelines. Determinations are also made regarding the
implementation of appropriate loan terms to structure around risks, resulting in
features such as ongoing escrows or up-front reserves, letters of credit,
lockboxes/cash management agreements or guarantees. A complete credit committee
package is prepared to summarize all of the above-referenced information.
Credit Approval. All commercial mortgage loans must be presented to one or
more of credit committees which consist of senior real estate professionals
among others. After a review of the credit committee package and a discussion of
the loan, the committee may approve the loan as recommended or request
additional due diligence, modify the terms, or reject the loan entirely.
Debt Service Coverage and LTV Requirements. GSCMC's underwriting standards
generally require a minimum debt service coverage ratio (DSCR) of 1.20x and
maximum LTV of 80%. However these thresholds are guidelines and exceptions may
be made on the merits of each individual loan. Certain properties may also be
encumbered by subordinate debt secured by the related mortgaged property and/or
mezzanine debt secured by direct or indirect ownership interests in the borrower
and when such mezzanine or subordinate debt is taken into account, may result in
aggregate debt that does not conform to the aforementioned parameters.
The aforementioned DSCR requirements pertain to the underwritten cash flow
at origination and may not hold true for each Mortgage Loan as reported in this
prospectus supplement and Annex C-1. Property and loan information is typically
updated for securitization, including a complete re-underwriting of the
property's cash flow, which may reflect positive or negative developments at the
property or in the market that have occurred since origination, possibly
resulting in an increase or decrease in the DSCR.
Amortization Requirements. While GSCMC's underwriting guidelines generally
permit a maximum amortization period of 30 years, certain loans may provide for
interest-only payments through maturity or for an initial portion of the
commercial mortgage loan term. However, if the loan entails only a partial
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interest-only period, the monthly debt service, the annual debt service and DSCR
set forth in this prospectus supplement and Annex C-1 reflects a calculation on
the future (larger) amortizing loan payment. See "Description of the Mortgage
Pool" in this prospectus supplement.
Escrow Requirements. GSCMC may require borrowers to fund escrows for
taxes, insurance and replacement reserves. In addition, GSCMC may identify
certain risks that warrant additional escrows or holdbacks for items such as
tenant improvements/leasing commissions, deferred maintenance, environmental
costs or unpaid obligations. Springing escrows may also be structured for
identified risks such as specific rollover exposure, to be triggered upon the
non-renewal of one or more key tenants. In some cases, the borrower may be
allowed to post a letter of credit or guaranty in lieu of a cash reserve, or
provide periodic evidence of timely payment of a typical escrow item. Escrows
are evaluated on a case-by-case basis and are not required for all GSCMC
commercial mortgage loans.
Servicing. Interim servicing for all GSCMC loans prior to securitization
is typically performed by Archon Group, L.P., an affiliate of GSCMC. However,
primary servicing is occasionally retained by certain qualified mortgage
brokerage firms under established sub-servicing agreements with GSCMC, which may
be retained post-securitization including the applicable fees. Otherwise,
servicing responsibilities are transferred from Archon Group, L.P. to the Master
Servicer of the securitization trust (and a primary servicer when applicable) at
closing. From time to time, Archon Group, L.P. may retain primary servicing.
Greenwich Capital Financial Products, Inc. Greenwich Capital Financial
Products, Inc. is a loan seller and Originator. See "--The Sponsors--Greenwich
Capital Financial Products, Inc." above.
Commerzbank AG, New York Branch. Commerzbank is the New York branch of
Commerzbank Aktiengesellschaft ("Commerzbank AG"). Commerzbank AG is a German
private-sector bank which conducts extensive banking business in the United
States, concentrating primarily in corporate lending, real estate finance,
letter of credit and banker's acceptance facilities, syndicated loan
transactions and treasury operations including foreign exchange transactions.
The Shops at LaCantera Loan and the Whalers Village Loan were jointly originated
by Commerzbank and GSCMC. The principal offices of Commerzbank are located at 2
World Financial Center, 34th Floor, New York, New York 10281. Its telephone
number is (212) 266-7200.
THIRD PARTY REPORTS
General. In addition to the guidelines described above, each of the
Originators generally has established guidelines outlining certain procedures
with respect to third party reports with respect to the mortgage loans, as
described more fully below. The Mortgage Loans were generally originated in
accordance with such guidelines, however, in many instances, one or more
provisions of the guidelines were waived or modified. The Mortgage Loans were
originated for securitization and were generally originated from May 31, 2005 to
the present by the Originator.
Property Analysis. Prior to origination of a loan, each Originator
typically performs, or causes to be performed, site inspections at each
property. Depending on the property type, such inspections generally include an
evaluation of one or more of the following: functionality, design,
attractiveness, visibility and accessibility of the property as well as
proximity to major thoroughfares, transportation centers, employment sources,
retail areas, educational facilities and recreational areas. Such inspections
generally assess the submarket in which the property is located, which may
include evaluating competitive or comparable properties.
Appraisal and Loan-to-Value Ratio. Each Originator typically obtains an
appraisal that complies, or the appraiser certifies that it complies, with the
real estate appraisal regulations issued jointly by the federal bank regulatory
agencies under the Financial Institutions Reform, Recovery, and Enforcement Act
of 1989, as amended. The loan-to-value ratio of the mortgage loan is generally
based on the value set forth in the appraisal. In certain cases, an updated
appraisal is obtained.
Environmental Report. Each Originator generally obtains a Phase I site
assessment or an update of a previously obtained site assessment for each
mortgaged property prepared by an environmental firm
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approved by the applicable Originator. Each Originator or their designated
agents typically review the Phase I site assessment to verify the presence or
absence of reported violations of applicable laws and regulations relating to
environmental protection and hazardous waste. In cases in which the Phase I site
assessment identifies material violations and no third party is identified as
responsible for such violations, each Originator generally requires the borrower
to conduct remediation activities, or to establish an operations and maintenance
plan or to place funds in escrow to be used to address any required remediation.
Physical Condition Report. Each Originator generally obtains a current
physical condition report ("PCR") for each mortgaged property prepared by a
structural engineering firm approved by the Originators. Each Originator, or an
agent, typically reviews the PCR to determine the physical condition of the
property, and to determine the anticipated costs of necessary repair,
replacement and major maintenance or capital expenditure over the term of the
mortgage loan. In cases in which the PCR identifies an immediate need for
material repairs or replacements with an anticipated cost that is over a certain
minimum threshold or percentage of loan balance, each Originator often requires
that funds be put in escrow at the time of origination of the mortgage loan to
complete such repairs or replacements or obtains a guarantee from a sponsor of
the borrower in lieu of reserves.
Title Insurance Policy. The borrower is required to provide, and each
Originator or its counsel typically will review, a title insurance policy for
each property. The title insurance policies provided typically must meet the
following requirements: (a) written by a title insurer licensed to do business
in the jurisdiction where the mortgaged property is located, (b) in an amount at
least equal to the original principal balance of the mortgage loan, (c)
protection and benefits run to the mortgagee and its successors and assigns, (d)
written on an American Land Title Association ("ALTA") form or equivalent policy
promulgated in the jurisdiction where the mortgaged property is located and (e)
if a survey was prepared, the legal description of the mortgaged property in the
title policy conforms to that shown on the survey.
Property Insurance. Each Originator typically require the borrower to
provide one or more of the following insurance policies: (1) commercial general
liability insurance for bodily injury or death and property damage; (2) an "All
Risk of Physical Loss" policy; (3) if applicable, boiler and machinery coverage;
and (4) if the mortgaged property is located in a special flood hazard area
where mandatory flood insurance purchase requirements apply, flood insurance.
THE ISSUING ENTITY
The issuing entity with respect to the Offered Certificates will be the GS
Mortgage Securities Trust 2006-GG6 (the "Trust"). The Trust is a New York common
law trust that will be formed on the closing date pursuant to the Pooling and
Servicing Agreement. The only activities that the Trust may perform are those
set forth in the Pooling and Servicing Agreement, which are generally limited to
owning and administering the Mortgage Loans and any REO Property, disposing of
defaulted Mortgage Loans and REO Property, issuing the Certificates, making
distributions, providing reports to certificateholders and other activities
described in this prospectus supplement. Accordingly, the Trust may not issue
securities other than the Certificates, or invest in securities, other than
investing of funds in the certificate account and other accounts maintained
under the Pooling and Servicing Agreement in certain short-term high-quality
investments. The Trust may not lend or borrow money, except that the Master
Servicer and the Trustee may make advances of delinquent monthly debt service
payments and servicing advances to the Trust, but only to the extent it deems
such advances to be recoverable from the related Mortgage Loan; such advances
are intended to provide liquidity, rather than credit support. The Pooling and
Servicing Agreement may be amended as set in this prospectus supplement under
"The Pooling and Servicing Agreement--Amendment." The Trust administers the
Mortgage Loans through the Trustee, the Master Servicer and the Special
Servicer. A discussion of the duties of the Trustee, the Master Servicer and the
Special Servicer, including any discretionary activities performed by each of
them, is set forth in this prospectus supplement under "--The Trustee," "--The
Master Servicer" and "--The Special Servicer" and "The Pooling and Servicing
Agreement--Servicing of the Mortgage Loans."
The only assets of the Trust other than the Mortgage Loans and any REO
Properties are the Certificate Account and other accounts maintained pursuant to
the Pooling and Servicing Agreement and
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the short-term investments in which funds in the Certificate Account and other
accounts are invested. The Trust has no present liabilities, but has potential
liability relating to ownership of the Mortgage Loans and any REO Properties,
and the other activities described in this prospectus supplement, and indemnity
obligations to the Trustee, the Master Servicer and the Special Servicer. The
fiscal year of the Trust is the calendar year. The Trust has no executive
officers or board of directors and acts through the Trustee, the Master Servicer
and the Special Servicer.
The Depositor is contributing the Mortgage Loans to the Trust. The
Depositor is purchasing the Mortgage Loans from the Loan Sellers, as described
in this prospectus supplement under "Description of the Mortgage Pool--Sale of
Mortgage Loans; Mortgage File Delivery" and "--Cures and Repurchases."
Since the Trust is a common law trust, it may not be eligible for relief
under the federal bankruptcy laws, unless it can be characterized as a "business
trust" for purposes of the federal bankruptcy laws. Bankruptcy courts look at
various considerations in making this determination, so it is not possible to
predict with any certainty whether or not the trust would be characterized as a
"business trust."
See "Risk Factors--The Loan Sellers Are Subject To Bankruptcy Or
Insolvency Laws That May Affect The Trust's Ownership Of The Mortgage Loans."
THE TRUSTEE
Wells Fargo Bank, N.A. (the "Trustee" or "Wells Fargo Bank") will act as
trustee on behalf of the Certificateholders under the Pooling and Servicing
Agreement. The Trustee is a national banking association and a wholly-owned
subsidiary of Wells Fargo & Company. A diversified financial services company
with approximately $397 billion in assets, 24 million customers and 143,000
employees as of December 31, 2005, Wells Fargo & Company is among the leading
U.S. bank holding companies, providing banking, insurance, trust, mortgage and
consumer finance services throughout the United States. The Trustee provides
retail and commercial banking services and corporate trust, custody, securities
lending, securities transfer, cash management, investment management and other
financial and fiduciary services. The Depositor, the Loan Sellers, the Master
Servicer and the Special Servicer may maintain banking and other commercial
relationships with Wells Fargo Bank and its affiliates. The Trustee's principal
corporate trust offices are located at 9062 Old Annapolis Road, Columbia,
Maryland 21045-1951 and its office for certificate transfer services is located
at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479-0113.
The Trustee has provided corporate trust services since 1934. As of
December 31, 2005, the Trustee was acting as trustee with respect to over 10,000
series of securities with an aggregate outstanding principal balance of
approximately $800 billion. This portfolio includes corporate and municipal
bonds, mortgage-backed and asset-backed securities and collateralized debt
obligations. As of December 31, 2005, the Trustee was acting as trustee on more
than 260 series of commercial mortgage-backed securities with an aggregate
principal balance of approximately $180 billion. In its capacity as trustee on
commercial mortgage securitizations, the Trustee is generally required to make
an advance if the related master servicer or special servicer fails to make a
required advance. In the past three years, the Trustee has not been required to
make an advance on a commercial mortgage-backed securities transaction.
There have been no material changes to the Trustee's policies or
procedures with respect to its securities administration function other than
changes required by applicable laws.
In the past three years, the Trustee has not materially defaulted in its
securities administration obligations under any pooling and servicing agreement
or caused an early amortization or other performance triggering event because of
servicing by the Trustee with respect to commercial mortgage-backed securities.
The Trustee is acting as custodian of the Mortgage Loan Files pursuant to
the Pooling and Servicing Agreement (in such capacity, the "Custodian"). In that
capacity, the Custodian is responsible to hold and safeguard the mortgage notes
and other contents of the mortgage files on behalf of the Trustee and the
Certificateholders. The Custodian has been engaged in the mortgage document
custody business for more than 25 years. The Custodian maintains its commercial
document custody facilities in Minneapolis,
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Minnesota. As of December 31, 2005, Wells Fargo Bank was acting as custodian of
more than 3,000 commercial mortgage loan files.
The Trustee serves or has served within the past two years as loan file
custodian for various mortgage loans owned by one or more of the Loan Sellers or
an affiliate of such Loan Seller and anticipates that one or more of those
mortgage loans may be included in the Trust. The terms of the custodial
agreement under which those services are provided by the Trustee are customary
for the mortgage-backed securitization industry and provide for the delivery,
receipt, review and safekeeping of mortgage loan files.
Under the terms of the Pooling and Servicing Agreement, the Trustee is
responsible for securities administration, which includes pool performance
calculations, distribution calculations and the preparation of monthly
distribution reports. As securities administrator, the Trustee is responsible
for the preparation of all REMIC tax returns on behalf of the Trust REMICs and
the preparation of monthly reports on Form 10-D, the filing of annual reports on
Form 10-K and other reports on Form 8-K (in accordance with the Pooling and
Servicing Agreement) that are required to be filed with the Securities and
Exchange Commission on behalf of the issuing Trust. The Trustee has been engaged
in the business of securities administration in connection with mortgage-backed
securities in excess of 20 years and in connection with commercial
mortgage-backed securities since 1997. It has acted as securities administrator
with respect to more than 300 series of commercial mortgage-backed securities,
and, as of December 31, 2005, was acting as securities administrator with
respect to more than $225 billion of outstanding commercial mortgage-backed
securities.
The Trustee may resign at any time by giving written notice to the
Depositor, the Master Servicer, the Special Servicer and the Rating Agencies.
However, no such resignation shall be effective until a successor has been
appointed. Upon such notice, the Depositor will appoint a successor Trustee
reasonably acceptable to the Master Servicer. If no successor Trustee is
appointed within one month after the giving of such notice of resignation, the
resigning Trustee may petition the court for appointment of a successor Trustee.
The Depositor may remove the Trustee if, among other things, the Trustee
ceases to be eligible to continue as such under the Pooling and Servicing
Agreement or if at any time the Trustee becomes incapable of acting, or is
adjudged bankrupt or insolvent, or a receiver of the Trustee or its property is
appointed or any public officer takes charge or control of the Trustee or of its
property. The holders of Certificates evidencing aggregate Voting Rights of more
than 50% of all Certificateholders may remove the Trustee upon written notice to
the Depositor, the Master Servicer and the Trustee. Any resignation or removal
of the Trustee and appointment of a successor Trustee and, if such Trustee is
not rated at least "AA-" by each Rating Agency (or such other rating as the
Rating Agencies confirm will not result in the downgrade, qualification or
withdrawal of the then-current ratings assigned to the Certificates), will not
become effective until acceptance of the appointment by the successor Trustee.
Notwithstanding the foregoing, upon any termination of the Trustee under the
Pooling and Servicing Agreement, the Trustee will continue to be entitled to
receive all accrued and unpaid compensation through the date of termination plus
reimbursement for all Advances made by them and interest on those Advances as
provided in the Pooling and Servicing Agreement. Any successor Trustee must have
a combined capital and surplus of at least $50,000,000 and such appointment must
not result in the downgrade, qualification or withdrawal of the then-current
ratings assigned to the Certificates.
As compensation for the performance of its routine duties, the Trustee
will be paid a fee (the "Trustee Fee"). The Trustee Fee will be payable monthly
from amounts received in respect of the Mortgage Loans and will accrue at a per
annum rate (the "Trustee Fee Rate") which, together with the Servicing Fee Rate,
is equal to the per annum rate set forth on Annex C-1 to this prospectus
supplement as the "Administrative Fee Rate", with respect to each Mortgage Loan
and the Stated Principal Balance of the Mortgage Loans and will be calculated on
a 30/360 basis and prorated for any partial periods. The Trustee also is
authorized but not required to invest or direct the investment of funds held in
the Lower-Tier Distribution Account, the Upper-Tier Distribution Account, the
Gain-On-Sale Reserve Account and the Interest Reserve Account in investments
permitted under the Pooling and Servicing Agreement, and the Trustee will be
entitled to retain any interest or other income earned on those funds and will
bear
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any losses resulting from the investment of these funds, except as set forth in
the Pooling and Servicing Agreement.
The Trust Fund will indemnify the Trustee against any and all losses,
liabilities, damages, claims or unanticipated expenses (including reasonable
attorneys' fees) arising in respect of the Pooling and Servicing Agreement or
the Certificates other than those resulting from the negligence, bad faith or
willful misconduct of the Trustee. The Trustee will not be required to expend or
risk its own funds or otherwise incur financial liability in the performance of
any of its duties under the Pooling and Servicing Agreement, or in the exercise
of any of its rights or powers, if in the Trustee's opinion, the repayment of
such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.
At any time, for the purpose of meeting any legal requirements of any
jurisdiction in which any part of the Trust Fund or property securing the same
is located, the Depositor and the Trustee acting jointly will have the power to
appoint one or more persons or entities approved by the Trustee to act (at the
expense of the Trustee) as co-trustee or co-trustees, jointly with the Trustee,
or separate trustee or separate trustees, of all or any part of the Trust Fund,
and to vest in such co-trustee or separate trustee such powers, duties,
obligations, rights and trusts as the Depositor and the Trustee may consider
necessary or desirable. Except as required by applicable law, the appointment of
a co-trustee or separate trustee will not relieve the Trustee of its
responsibilities, obligations and liabilities under the Pooling and Servicing
Agreement.
The Trustee (except for the information under the first paragraph of
"--The Trustee" above) will make no representation as to the validity or
sufficiency of the Pooling and Servicing Agreement, the Certificates or the
Mortgage Loans, this prospectus supplement or related documents.
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.
In addition, pursuant to the Pooling and Servicing Agreement, the Trustee,
at the cost and expense of the Depositor, based upon reports, documents, and
other information provided to the Trustee, will be obligated to file with the
Securities and Exchange Commission (the "Commission"), in respect of the Trust
and the Certificates, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing
as the Commission may from time to time by rules and regulations prescribe)
required to be filed with the Commission pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended, and any other Form 8-K reports
required to be filed pursuant to the Pooling and Servicing Agreement.
THE MASTER SERVICER; MASTER SERVICER SERVICING COMPENSATION AND PAYMENT OF
EXPENSES
THE INITIAL MASTER SERVICER. Wachovia Bank, National Association (the
"Master Servicer" or "Wachovia") will be the master servicer under the Pooling
and Servicing Agreement. Wachovia is a national banking association organized
under the laws of the United States of America and is a wholly owned subsidiary
of Wachovia Corporation. Wachovia's principal servicing offices are located at
NC 1075, 8739 Research Drive URP4, Charlotte, North Carolina 28262.
Wachovia has been servicing commercial and multifamily mortgage loans in
excess of ten years. Wachovia's primary servicing system runs on EnableUs
(formerly known as McCracken) Strategy software and Wachovia reports to trustees
in the CMSA format. The table below sets forth information about Wachovia's
portfolio of master or primary serviced commercial and multifamily mortgage
loans as of the dates indicated:
COMMERCIAL AND AS OF AS OF AS OF
MULTIFAMILY MORTGAGE LOANS DECEMBER 31,2003 DECEMBER 31,2004 DECEMBER 31,2005
- ---------------------------------------- ----------------- ---------------- ----------------
By Approximate Number................... 10,015 15,531 17,641
By Approximate Aggregate Unpaid
Principal Balance (in Billions)...... $ 88.6 $ 141.3 $ 182.5
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Within this portfolio, as of December 31, 2005, are approximately 15,007
commercial and multifamily mortgage loans with an unpaid principal balance of
approximately $146.4 billion related to commercial mortgage-backed securities.
In addition to servicing loans related to commercial mortgage-backed securities,
Wachovia also services whole loans for itself and a variety of investors. The
properties securing loans in Wachovia's servicing portfolio as of January 31,
2006, were located in all 50 states, the District of Columbia, Guam, Mexico,
Virgin Islands and Puerto Rico and include retail, office, multifamily,
industrial, hospitality and other types of income-producing properties.
Wachovia utilizes a mortgage-servicing technology platform with multiple
capabilities and reporting functions. This platform allows Wachovia to process
mortgage servicing activities including but not limited to: (i) performing
account maintenance; (ii) tracking borrower communications; (iii) tracking real
estate tax escrows and payments, insurance escrows and payments, replacement
reserve escrows and operating statement data and rent rolls; (iv) entering and
updating transaction data; and (v) generating various reports.
The table below sets forth information regarding the aggregate amount of
principal and interest advances and property protection advances (i) made by
Wachovia on commercial and multifamily mortgage loans included in commercial
mortgage-backed securitizations master serviced by Wachovia and (ii) outstanding
as of the dates indicated:
OUTSTANDING
SECURITIZED MASTER OUTSTANDING ADVANCES ADVANCES
DATE SERVICED PORTFOLIO (UPB)* (P&I AND PPA)* AS % OF UPB
- ------------------------------------- ------------------------- --------------------- ------------
December 31, 2003.................... $ 74,461,414,561 $ 84,616,014 0.1%
December 31, 2004.................... $113,159,013,933 $ 129,858,178 0.1%
December 31, 2005.................... $142,222,662,628 $ 164,516,780 0.1%
_________________
* "UPB" means unpaid principal balance, "P&l" means principal and interest
advances and "PPA" means property protection advances.
Wachovia is rated by Fitch and S&P as a primary servicer and master
servicer. Wachovia' s ratings by each of these agencies is outlined below:
FITCH S&P
--------- --------
Primary Servicer............. CPS2+ Strong
Master Servicer.............. CMS2 Strong
The short-term debt ratings of Wachovia are A-1+ by S&P, P-1 by Moody's,
F1+ by Fitch.
Wachovia has developed policies, procedures and controls relating to its
servicing functions to maintain compliance with applicable servicing agreements
and servicing standards, including procedures for handling delinquent loans
during the period prior to the occurrence of a special servicing transfer event.
Wachovia's servicing policies and procedures are updated periodically to keep
pace with the changes in the commercial mortgage-backed securities industry and
have been generally consistent for the last three years in all material
respects. The only significant changes in Wachovia's policies and procedures
have come in response to changes in federal or state law or investor
requirements, such as updates issued by the Federal National Mortgage
Association or the Federal Home Loan Mortgage Corporation. Wachovia may perform
any of its obligations under the Pooling and Servicing Agreement through one or
more third-party vendors, affiliates or subsidiaries. Wachovia may engage
third-party vendors to provide technology or process efficiencies. Wachovia
monitors its third-party vendors in compliance with its internal procedures and
applicable law. Wachovia has entered into contracts with third-party vendors for
the following functions:
o monitoring and applying interest rate changes with respect to
adjustable rate mortgage loans in accordance with loan documents
o provision of Strategy and Strategy CS software
o identification, classification, imaging and storage of documents
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o analysis and determination of amounts to be escrowed for payment of
taxes and insurance
o entry of rent roll information and property performance data from
operating statements
o tracking and reporting of flood zone changes
o tracking, maintenance and payment of rents due under ground leases
o abstracting of insurance requirements contained in loan documents
o comparison of insurance certificates to insurance requirements
contained in loan documents and reporting of expiration dates and
deficiencies, if any
o abstracting of leasing consent requirements contained in loan
documents
o legal representation
o assembly of data regarding buyer and seller (borrower) with respect
to proposed loan assumptions and preparation of loan assumption
package for review by Wachovia
o maintenance and storage of letters of credit
o tracking of anticipated repayment dates for loans with such terms
o reconciliation of deal pricing, tapes and annexes prior to
securitization
o entry of new loan data and document collection
o initiation of loan payoff process and provision of payoff quotes
o printing, imaging and mailing of statements to borrowers
o performance of property inspections
o performance of tax parcel searches based on property legal
description, monitoring and reporting of delinquent taxes, and
collection and payment of taxes
o review of financial spreads performed by sub-servicers
o review of borrower requests for disbursements from reserves for
compliance with loan documents, which are submitted to Wachovia for
approval
o performance of UCC searches and filing of UCCs
Wachovia may also enter into agreements with certain firms to act as a
primary servicer and to provide cashiering or non-cashiering sub-servicing on
certain loans.
Generally, all amounts received by Wachovia on the underlying mortgage
loans are initially deposited into a common clearing account with collections on
other mortgage loans serviced by Wachovia and are then allocated and transferred
to the appropriate account described under "The Pooling and Servicing
Agreement--Accounts" in this prospectus supplement within the time required by
the Pooling and Servicing Agreement. On the day any amount is to be disbursed by
Wachovia, that amount is transferred to a common disbursement account prior to
disbursement.
Wachovia will not have primary responsibility for custody services of
original documents evidencing the underlying mortgage loans. On occasion,
Wachovia may have custody of certain of such documents as necessary for
enforcement actions involving particular mortgage loans or otherwise. To the
extent Wachovia performs custodial functions as the master servicer, documents
will be maintained in a manner consistent with the Servicing Standard.
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There are no legal proceedings pending against Wachovia, or to which any
property of Wachovia is subject, that are material to the Certificateholders,
nor does Wachovia have actual knowledge of any proceedings of this type
contemplated by governmental authorities.
The information set forth in the previous eleven paragraphs under "--The
Master Servicer; Master Servicing Compensation and Payment of Expenses--The
Initial Master Servicer" in this prospectus supplement concerning Wachovia has
been provided by it.
The fee of the Master Servicer (the "Servicing Fee") will be payable
monthly from amounts received in respect of the Mortgage Loans (or any successor
REO Mortgage Loan), and will accrue at a rate (the "Servicing Fee Rate"), which
together with the Trustee Fee Rate is equal to the per annum rate set forth on
Annex C-1 to this prospectus supplement as the Administrative Fee Rate with
respect to each Mortgage Loan.
With respect to any Distribution Date, the Master Servicer will be
entitled to retain any Prepayment Interest Excesses to the extent not needed to
make Compensating Interest Payments. In addition to the Servicing Fee, the
Master Servicer will be entitled to retain, as additional servicing compensation
(1) a specified percentage of application fees and modification fees, waiver
fees, assumption fees, extension fees and similar fees (2) late payment charges
and default interest paid by the borrowers (other than that accrued on Specially
Serviced Mortgage Loans), but only on the related Mortgage Loan to the extent
such late payment charges and default interest are not needed to pay interest on
Advances or certain additional Trust Fund expenses (excluding Special Servicing
Fees, Workout Fees and Liquidation Fees) that are outstanding with respect to
the related Mortgage Loan at the time of the collection of the late payment
charges or default interest or that were incurred at any time during the prior
12 months with respect to the related Mortgage Loan. The Master Servicer also is
authorized but not required to invest or direct the investment of funds held in
the Collection Account in Permitted Investments, and the Master Servicer will be
entitled to retain any interest or other income earned on those funds and will
bear any losses resulting from the investment of these funds, except as set
forth in the Pooling and Servicing Agreement. The Master Servicer also is
entitled to retain any interest earned on any servicing escrow account to the
extent the interest is not required to be paid to the related borrowers.
The Servicing Fee is calculated on the Stated Principal Balance of the
Mortgage Loans and the Servicing Fee Rate will be calculated on a 30/360 basis
and will be prorated for partial periods.
Although the Master Servicer is required to service and administer the
pool of Mortgage Loans in accordance with the Servicing Standard above and,
accordingly, without regard to their rights to receive compensation under the
Pooling and Servicing Agreement, additional servicing compensation in the nature
of assumption and modification fees may under certain circumstances provide the
Master Servicer with an economic disincentive to comply with this standard.
The Master Servicer will be required to pay all expenses incurred in
connection with its responsibilities under the Pooling and Servicing Agreement
(subject to reimbursement as described in this prospectus supplement), including
all fees of any subservicers retained by it.
THE SPECIAL SERVICER; SPECIAL SERVICER SERVICING COMPENSATION AND PAYMENT OF
EXPENSES
ING Clarion Partners, LLC ("ING Clarion"), a New York limited liability
company, is the U.S. arm of ING Real Estate, one of the world's largest real
estate investment management firms. ING Real Estate is an affiliate of ING
Group, one of the world's largest financial institutions with global operations
in insurance, banking and investment management. ING Clarion will initially be
appointed as special servicer of the Mortgage Loans under the Pooling and
Servicing Agreement (in such capacity, the "Special Servicer"). The principal
executive offices of ING Clarion are located at 230 Park Avenue, 12th Floor, New
York, New York 10169 and its telephone number is (212)-883-2500. ING Clarion
through its subsidiaries, affiliates and joint ventures, is involved in the real
estate investment, finance and management business and engages principally in:
o acquiring, developing, repositioning, managing and selling
commercial and multifamily real estate properties;
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o investing in high-yielding real estate loans; and
o investing in, and managing as special servicer, unrated and
non-investment grade rated securities issued pursuant to CMBS
transactions.
ING Clarion and its affiliates have substantial experience in working out
loans and have been engaged in investing and managing commercial real estate
assets for 24 years and servicing CMBS assets for 8 years. The number of CMBS
pools specially serviced by ING Clarion and its affiliates has increased from 9
as of December 31, 2003 to 16 as of December 31, 2005. More specifically, ING
Clarion acted as special servicer with respect to: (a) 9 domestic CMBS pools
containing 748 loans as of December 31, 2003, with a then current face value in
excess of $8.5 billion; (b) 14 domestic CMBS pools containing 1,295 loans as of
December 31, 2004, with a then current face value in excess of $14.7 billion;
and (c) 16 domestic CMBS pools containing 1,687 loans as of December 31, 2005,
with a then current face value in excess of $18.3 billion. Additionally, ING
Clarion has resolved over $185 million of U.S. commercial and multifamily loans
over the past 3 years, of which all of it was resolved during 2005.
Generally, ING Clarion or one of its affiliates seeks investments where it
has the right to appoint ING Clarion as the special servicer. ING Clarion and
its affiliates have 10 regional offices; and it manages over 735 investments in
55 markets throughout the U.S., which equates to over 35 million sf of
commercial space under direct property management and over 45,000 multifamily
units.
As of December 31, 2005, ING Clarion had 10 employees responsible for the
special servicing of commercial real estate assets, of which 3 employees worked
almost full-time on special servicing and 7 employees had part-time
responsibilities in special servicing. As of December 31, 2005, ING Clarion and
its affiliates specially serviced a portfolio which included approximately 1,906
assets throughout the 50 United States, the District of Columbia and Puerto Rico
with a then current face value in excess of $18.3 billion, all of which are
commercial real estate assets. Those commercial real estate assets include
mortgage loans secured by the same types of income producing properties as those
securing the mortgage loans backing the Certificates. Accordingly, the assets of
ING Clarion and its affiliates may, depending upon the particular circumstances,
including the nature and location of such assets, compete with the mortgaged
real properties securing the underlying mortgage loans for tenants, purchasers,
financing and so forth. ING Clarion does not service or manage any assets other
than commercial and multifamily real estate assets.
The ING Clarion has developed policies and procedures for the performance
of its special servicing obligations in compliance with applicable servicing
criteria set forth in Item 1122 of Regulation AB, including managing delinquent
loans and loans subject to the bankruptcy of the borrower. During the past three
years, policies and procedures of special servicing at ING Clarion have been
modified to incorporate the development of an Internet-based infrastructure. ING
Clarion has recognized that technology can greatly improve the performance of
the Special Servicer, and the IT-based infrastructure provides improved controls
for compliance with pooling and servicing agreements; loan administration; and
procedures in workout/resolution. Standardization and automation have been
pursued, and continue to be pursued, wherever possible so as to provide for
improved accuracy, efficiency, transparency, monitoring and controls.
ING Clarion occasionally engages consultants to perform property
inspections and to provide close surveillance on a property and its local
market; it currently does not have any plans to engage sub-servicers to perform
on its behalf any of its duties with respect to this transaction. ING Clarion
does not believe that its financial condition will have any adverse effect on
the performance of its duties under the Pooling and Servicing Agreement and,
accordingly, will not have any material impact on the Mortgage Pool performance
or the performance of the Certificates. ING Clarion does not have any material
primary advancing obligations with respect to the CMBS pools as to which it acts
as special servicer.
ING Clarion will not have primary responsibility for custody services of
original documents evidencing the underlying mortgage loans. On occasion, ING
Clarion may have custody of certain of such documents as necessary for
enforcement actions involving particular mortgage loans or otherwise. To the
extent that ING Clarion has custody of any such documents, such documents will
be maintained in a
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manner consistent with the Servicing Standard. There are currently no legal
proceedings pending, and no legal proceedings known to be contemplated by
governmental authorities, against ING Clarion or of which any of its property is
the subject, that is material to the Certificateholders. ING Clarion is not an
affiliate of the Depositor, the Sponsors, the Trust Fund, the Master Servicer,
the Trustee or any Originator or Loan Seller of any of the underlying mortgage
loans identified in this prospectus supplement. There are no specific
relationships involving or relating to this transaction or the securitized
mortgage loans between ING Clarion or any of its affiliates, on the one hand,
and the Depositor, the Sponsors or the Trust Fund, on the other hand, that
currently exist or that existed during the past two years. In addition, there
are no business relationships, agreements, arrangements, transactions or
understandings that have been entered into outside the ordinary course of
business or on terms other than would be obtained in an arm's length transaction
with an unrelated third party--apart from the subject securitization
transaction--between ING Clarion or any of its affiliates, on the one hand, and
the Depositor, the Sponsors or the Trust Fund, on the other hand, that currently
exist or that existed during the past two years and that are material to an
investor's understanding of the Offered Certificates.
No securitization transaction involving commercial or multifamily mortgage
loans in which ING Clarion was acting as special servicer has experienced an
event of default as a result of any action or inaction performed by ING Clarion
as special servicer. In addition, there has been no previous disclosure of
material non compliance with servicing criteria by ING Clarion with respect to
any other securitization transaction involving commercial or multifamily
mortgage loans in which ING Clarion was acting as special servicer.
From time-to-time ING Clarion and its affiliates are parties to lawsuits
and other legal proceedings arising in the ordinary course of business. ING
Clarion does not believe that any such lawsuits or legal proceedings would,
individually or in the aggregate, have a material adverse effect on its business
or its ability to serve as Special Servicer.
The information set forth herein regarding the Special Servicer has been
provided by ING Clarion Partners, LLC.
The Pooling and Servicing Agreement provides that the Controlling Class
Representative, at its expense, may remove and replace the Special Servicer with
another Special Servicer acceptable to the Rating Agencies except as described
in this prospectus supplement with respect to each Whole Loan (other than the
Whole Loans related to the Mortgage Loans identified on Annex C-1 to this
prospectus supplement as Millennium in Midtown, Manchester Parkade and
SilverCreek Portfolio Phase I) under "The Pooling and Servicing
Agreement--Servicing of the Whole Loans" in this prospectus supplement.
The principal compensation to be paid to the Special Servicer in respect
of its special servicing activities will be the Special Servicing Fee, the
Workout Fee and the Liquidation Fee.
The "Special Servicing Fee" will accrue with respect to each Specially
Serviced Mortgage Loan at a rate equal to 0.35% per annum, subject to a minimum
of $4,000 per loan per month (the "Special Servicing Fee Rate") calculated on
the basis of the Stated Principal Balance of the related Specially Serviced
Mortgage Loans on a 30/360 basis and will be prorated for partial periods, and
will be payable monthly, first from liquidation proceeds and insurance and
condemnation proceeds and then from general collections on all the Mortgage
Loans and any REO Properties in the Trust Fund.
The "Workout Fee" will generally be payable with respect to each Corrected
Mortgage Loan and will be calculated by application of a "Workout Fee Rate" of
1% to each collection of interest and principal (including scheduled payments,
prepayments, balloon payments, and payments at maturity) received on the
respective Mortgage Loan (or Serviced Whole Loan) for so long as it remains a
Corrected Mortgage Loan. The Workout Fee with respect to any Corrected Mortgage
Loan will cease to be payable if the Corrected Mortgage Loan again becomes a
Specially Serviced Mortgage Loan but will become payable again if and when the
Mortgage Loan again becomes a Corrected Mortgage Loan.
The successor Special Servicer will not be entitled to any portion of
those Workout Fees. If the Special Servicer resigns or is terminated other than
for cause, it will receive any Workout Fees payable
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on Specially Serviced Mortgage Loans that were Corrected Mortgage Loans at the
time of the termination or for which the resigning or terminated Special
Servicer had cured the event of default through a modification, restructuring or
workout negotiated by the Special Servicer and evidenced by a signed writing,
but which had not as of the time the Special Servicer resigned or was terminated
become a Corrected Mortgage Loan solely because the borrower had not made three
consecutive full and timely Monthly Payments and which subsequently becomes a
Corrected Mortgage Loan as a result of the borrower making such three
consecutive timely Monthly Payments but such fee will cease to be payable in
each case if the Corrected Mortgage Loan again becomes a Specially Serviced
Mortgage Loan.
A "Liquidation Fee" will be payable with respect to each Specially
Serviced Mortgage Loan as to which the Special Servicer obtains a full or
discounted payoff (or unscheduled partial payment to the extent such prepayment
is required by the Special Servicer as a condition to a workout) from the
related borrower and, except as otherwise described below, with respect to any
Specially Serviced Mortgage Loan or REO Property as to which the Special
Servicer receives any liquidation proceeds, insurance proceeds or condemnation
proceeds. The Liquidation Fee for each Specially Serviced Mortgage Loan will be
payable from, and will be calculated by application of a "Liquidation Fee Rate"
of 1% to the related payment or proceeds. Notwithstanding anything to the
contrary described above, no Liquidation Fee will be payable based upon, or out
of, insurance proceeds, condemnation proceeds or liquidation proceeds received
in connection with (i) the repurchase of any Mortgage Loan by the applicable
Loan Seller for a Material Document Defect or Material Breach, as applicable,
within 180 days of the discovery or receipt of notice by the Loan Seller of
Material Document Defect or Material Breach, as applicable, that gave rise to
the particular repurchase obligation, (ii) the purchase of any Specially
Serviced Mortgage Loan by the majority holder of the Controlling Class, a
mezzanine loan holder (provided that any such purchase by a mezzanine holder is
effectuated no more than 60 days after the date the related purchase option
becomes exercisable or if the mezzanine holder is not required to include this
fee as part of its purchase price), or if applicable under the related
Intercreditor Agreement, the holder of the related Companion Loan or (iii) the
purchase of all of the Mortgage Loans and REO Properties in connection with an
optional termination of the Trust Fund. The Special Servicer may not receive a
Workout Fee and a Liquidation Fee with respect to the same proceeds collected on
a Mortgage Loan.
The Special Servicer will also be entitled to retain, as additional
servicing compensation (1) a specified percentage of application fees and
modification fees, waiver fees, assumption fees, extension fees and similar fees
(2) late payment charges and default interest paid by the borrowers accrued on
Specially Serviced Mortgage Loans, but only to the extent such late payment
charges and default interest are not needed to pay interest on Advances or
certain additional Trust Fund expenses that are outstanding at the time of the
collection of the later payment charges or default interest or that were
incurred at any time during the prior 12 months with respect to the Mortgage
Loans.
Although the Special Servicer is each required to service and administer
the pool of Mortgage Loans in accordance with the Servicing Standard above and,
accordingly, without regard to their rights to receive compensation under the
Pooling and Servicing Agreement, additional servicing compensation in the nature
of assumption and modification fees may under certain circumstances provide the
Special Servicer with an economic disincentive to comply with this standard.
DESCRIPTION OF THE OFFERED CERTIFICATES
GENERAL
The Certificates will be issued pursuant to the Pooling and Servicing
Agreement and will consist of twenty-eight (28) classes (each, a "Class"), to be
designated as the Class A-1 Certificates, the Class A-2 Certificates, the Class
A-3 Certificates, the Class A-AB Certificates, the Class A-4 Certificates and
the Class A-1A Certificates (collectively, the "Class A Certificates"), the
Class X-P Certificates and the Class X-C Certificates (together, the "Class X
Certificates"), the Class A-M Certificates, the Class A-J Certificates, the
Class B Certificates, the Class C Certificates, the Class D Certificates, the
Class E Certificates, the Class F Certificates, the Class G Certificates, the
Class H Certificates, the Class J Certificates, the Class K Certificates, the
Class L Certificates, the Class M Certificates, the Class N Certificates, the
Class O Certificates, the Class P Certificates, the Class Q Certificates, the
Class S Certificates, the Class R Certificates and the Class LR Certificates
(collectively, the "Certificates"). Only
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the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class
A-M, Class A-J, Class B, Class C, Class D, Class E and Class F Certificates
(collectively, the "Offered Certificates") are offered hereby. The Class X,
Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P,
Class Q, Class S, Class R and Class LR Certificates (the Class R Certificates
together with the Class LR Certificates, the "Residual Certificates") are not
offered hereby. The Class X Certificates collectively consist of the Class X-P
Certificates and the Class X-C Certificates.
The Certificates represent in the aggregate the entire beneficial
ownership interest in the Trust Fund consisting of: (i) the Mortgage Loans and
all payments under and proceeds of the Mortgage Loans due after the Cut-off
Date, (ii) any Mortgaged Property acquired on behalf of the Trust Fund through
foreclosure or deed in lieu of foreclosure (upon acquisition, each, an "REO
Property"), but in the case of each Serviced Whole Loan, only to the extent of
the Trust Fund's interest therein, or, in the case of a Non-Serviced Loan, a
beneficial interest in a Mortgaged Property acquired upon a foreclosure of the
Non-Serviced Loan under the 2005-GG5 Pooling and Servicing Agreement; (iii) all
of the Trustee's rights in any reserve account or lock-box account and such
funds or assets as from time to time are deposited in the Collection Account,
the Lower-Tier Distribution Account, the Upper-Tier Distribution Account, the
Interest Reserve Account, the Gain-on-Sale Reserve Account, and any account
established in connection with REO Properties (an "REO Account"), (iv) any
assignment of leases, rents and profits and any security agreement, indemnity or
guarantee given as additional security for the Mortgage Loans, (v) the rights of
the mortgagee under all insurance policies with respect to the Mortgage Loans,
and (vi) the rights under any environmental indemnity agreements relating to the
Mortgaged Properties. The Certificates do not represent an interest in or
obligation of the Depositor, the Loan Sellers, the Originators, the Master
Servicer, the Special Servicer, the Trustee, the Underwriters, the borrowers,
the property managers or any of their respective affiliates.
Upon initial issuance, the Class A-1, Class A-2, Class A-3, Class A-AB,
Class A-4, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D, Class E,
Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O,
Class P, Class Q and Class S Certificates (collectively, the "Sequential Pay
Certificates") will have the following Certificate Principal Amounts and the
Class X Certificates will have the Notional Amount shown below (in each case,
subject to a variance of plus or minus 5%):
INITIAL CERTIFICATE PRINCIPAL
CLASS AMOUNT OR NOTIONAL AMOUNT
- -------------------------------------------- -----------------------------
Class A-1................................... $ 102,000,000
Class A-2................................... $ 1,052,000,000
Class A-3................................... $ 75,600,000
Class A-AB.................................. $ 187,800,000
Class A-4................................... $ 1,001,467,000
Class A-1A.................................. $ 311,801,000
Class A-M................................... $ 390,095,000
Class A-J................................... $ 292,572,000
Class B..................................... $ 19,504,000
Class C..................................... $ 48,762,000
Class D..................................... $ 39,010,000
Class E..................................... $ 29,257,000
Class F..................................... $ 43,886,000
Class X-P................................... $ 3,810,055,000
Class X-C................................... $ 3,900,954,520
Class G..................................... $ 39,009,000
Class H..................................... $ 39,010,000
Class J..................................... $ 43,886,000
Class K..................................... $ 43,885,000
Class L..................................... $ 24,381,000
Class M..................................... $ 14,629,000
Class N..................................... $ 19,505,000
Class O..................................... $ 4,876,000
Class P..................................... $ 9,752,000
Class Q..................................... $ 14,629,000
Class S..................................... $ 53,638,520
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The "Certificate Principal Amount" of any Class of Sequential Pay
Certificates outstanding at any time represents the maximum amount to which its
holders are entitled to receive as distributions allocable to principal from the
cash flow on the Mortgage Loans and the other assets in the Trust Fund, all as
described in this prospectus supplement. In the event that Realized Losses
previously allocated to a Class of Certificates in reduction of their
Certificate Principal Amounts are recovered subsequent to the reduction of the
Certificate Principal Amount of such Class to zero, such Class may receive
distributions in respect of such recoveries in accordance with the priorities
set forth below under "--Distributions--Payment Priorities" in this prospectus
supplement. The Certificate Principal Amount of each Class of Certificates
entitled to distributions of principal will in each case be reduced by amounts
actually distributed to that Class that are allocable to principal and by any
Realized Losses allocated to that Class and may be increased by recoveries of
such Realized Losses as described under "--Distributions--Realized Losses"
below.
The Class X Certificates will not have a Certificate Principal Amount. The
Class X Certificates will represent in the aggregate the right to receive
distributions of interest accrued as described in this prospectus supplement on
a notional principal amount (a "Notional Amount"). The Notional Amount of the
Class X Certificates will be reduced to the extent of all reductions in the
aggregate of the Certificate Principal Amounts of the Sequential Pay
Certificates. The Notional Amount of the Class X Certificates will in the
aggregate, for purposes of distributions on each Distribution Date, equal the
sum of the Certificate Principal Amounts of the Sequential Pay Certificates as
of the first day of the related Interest Accrual Period.
DISTRIBUTIONS
METHOD, TIMING AND AMOUNT. Distributions on the Certificates are required
to be made on the 10th day of each month, or if that day is a Saturday, a Sunday
or a day on which banking institutions in the City of New York, New York, the
cities in which the principal servicing offices of the Master Servicer or the
Special Servicer are located, or in the city in which the corporate trust office
of the Trustee is located, are authorized or obligated by law, executive order
or governmental decree to be closed, on the next succeeding business day,
commencing in April 2006; provided that the distribution date will be at least 4
business days after the related determination date (each, a "Distribution
Date"). All distributions (other than the final distribution on any Certificate)
are required to be made by the Trustee to the persons in whose names the
Certificates are registered at the close of business on the last day of the
month immediately preceding the month in which the related Distribution Date
occurs or, if such day is not a business day, the immediately preceding business
day (that date, the "Record Date"). Distributions are required to be made (a) by
wire transfer in immediately available funds to the account specified by the
Certificateholder at a bank or other entity having appropriate facilities for
such payment, if the Certificateholder provides the Trustee with wiring
instructions no less than five business days prior to the related Record Date,
or otherwise (b) by check mailed to the Certificateholder. The final
distribution on any Offered Certificates is required to be made in like manner,
but only upon presentment or surrender of the Certificate at the location
specified in the notice to the Certificateholder of such final distribution. All
distributions made with respect to a Class of Certificates on each Distribution
Date will be allocated pro rata among the outstanding Certificates of such Class
based on their respective Percentage Interests. The "Percentage Interest"
evidenced by any Offered Certificate is equal to its initial denomination as of
the Closing Date divided by the initial Certificate Principal Amount of the
related Class.
The aggregate distribution to be made on the Certificates on any
Distribution Date will equal the Available Funds. The "Available Funds" for a
Distribution Date will, in general, equal the sum of the following amounts
(without duplication):
(x) the total amount of all cash received on the Mortgage Loans and any
REO Properties that are on deposit in the Collection Account, the Lower-Tier
Distribution Account and the REO Account, as of the business day preceding the
related Master Servicer Remittance Date (or, with respect to each Pari Passu
Loan, as of the related Master Servicer Remittance Date to the extent received
by the Master Servicer or the Trustee pursuant to the 2005-GG5 Pooling and
Servicing Agreement and/or Intercreditor Agreement), exclusive of (without
duplication):
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(1) all scheduled Monthly Payments and balloon payments collected
but due on a Due Date (without regard to grace periods) that occurs after
the related Collection Period (without regard to grace periods);
(2) all unscheduled payments of principal (including prepayments),
unscheduled interest, net liquidation proceeds, net insurance and
condemnation proceeds and other unscheduled recoveries received after the
related Determination Date;
(3) all amounts in the Collection Account that are due or
reimbursable to any person other than the Certificateholders;
(4) with respect to each Mortgage Loan and any Distribution Date
occurring in each February and in any January occurring in a year that is
not a leap year, the related Withheld Amount to the extent those funds are
on deposit in the Collection Account;
(5) all yield maintenance charges and prepayment premiums;
(6) all amounts deposited in the Collection Account in error; and
(7) any default interest received on any Mortgage Loan in excess
of interest calculated at the Mortgage Rate for the Mortgage Loan;
(y) all Compensating Interest Payments made by the Master Servicer with
respect to such Distribution Date and all P&I Advances made by the Master
Servicer or the Trustee, as applicable, with respect to the Distribution Date
(net of certain amounts that are due or reimbursable to persons other than the
Certificateholders); and
(z) for the Distribution Date occurring in each March, the related
Withheld Amounts required to be deposited in the Lower-Tier Distribution Account
pursuant to the Pooling and Servicing Agreement.
"Monthly Payment" with respect to any Mortgage Loan (other than any REO
Mortgage Loan) and any Due Date is the scheduled monthly payment of principal
(if any) and interest at the related Mortgage Rate which is payable by the
related borrower on such Due Date. The Monthly Payment with respect to any
Distribution Date and (i) an REO Mortgage Loan, or (ii) any Mortgage Loan which
is delinquent at its maturity date and with respect to which the Special
Servicer has not entered into an extension, is the monthly payment that would
otherwise have been payable on the related Due Date had the related Mortgage
Note not been discharged or the related maturity date had not been reached, as
the case may be, determined as set forth in the Pooling and Servicing Agreement.
"Collection Period" with respect to a Distribution Date and each Mortgage
Loan is the period beginning on the day after the Due Date (without regard to
grace periods) in the month preceding the month in which such Distribution Date
occurs (or, in the case of the Distribution Date occurring in April 2006,
beginning on the day after the Cut-off Date) and ending on the Due Date (without
regard to grace periods) in the month in which such Distribution Date occurs.
"Determination Date" with respect to any Distribution Date is the sixth
day of the calendar month of the related distribution date or, if the sixth day
is not business day, the next business day.
PAYMENT PRIORITIES. As used below in describing the priorities of
distribution of Available Funds for each Distribution Date, the terms set forth
below will have the following meanings:
The "Interest Accrual Amount" with respect to any Distribution Date and
any Class of Certificates is equal to interest for the related Interest Accrual
Period at the Pass-Through Rate for such Class on the related Certificate
Principal Amount or Notional Amount, as applicable, immediately prior to that
Distribution Date. Calculations of interest on the Certificates will be made on
the basis of a 360-day year consisting of twelve 30-day months.
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The "Interest Accrual Period" with respect to any Distribution Date is the
calendar month preceding the month in which such Distribution Date occurs. Each
Interest Accrual Period with respect to each Class of Certificates is assumed to
consist of 30 days.
The "Interest Distribution Amount" with respect to any Distribution Date
and each Class of Regular Certificates will equal (A) the sum of (i) the
Interest Accrual Amount for such Distribution Date and (ii) the Interest
Shortfall, if any, for such Distribution Date, less (B) any Excess Prepayment
Interest Shortfall allocated to such Class on such Distribution Date.
An "Interest Shortfall" with respect to any Distribution Date for any
Class of Regular Certificates is the sum of (a) the portion of the Interest
Distribution Amount for such Class remaining unpaid as of the close of business
on the preceding Distribution Date, and (b) to the extent permitted by
applicable law, (i) other than in the case of the Class X Certificates, one
month's interest on that amount remaining unpaid at the Pass-Through Rate
applicable to such Class of Certificates for the current Distribution Date and
(ii) in the case of the Class X Certificates, one month's interest on that
amount remaining unpaid at the WAC Rate for such Distribution Date.
The "Pass-Through Rate" for any Class of Regular Certificates for any
Interest Accrual Period is the per annum rate at which interest accrues on the
Certificates of such Class during such Interest Accrual Period. The Initial
Pass-Through Rates are as follows:
The Pass-Through Rate on the Class A-1 Certificates is a per annum
rate equal to 5.417%.
The Pass-Through Rate on the Class A-2 Certificates is a per annum
rate equal to 5.506%, subject to a maximum rate equal to the WAC Rate.
The Pass-Through Rate on the Class A-3 Certificates is a per annum
rate equal to the WAC Rate minus 0.074%.
The Pass-Through Rate on the Class A-AB Certificates is a per annum
rate equal to 5.587%, subject to a maximum rate equal to the WAC Rate.
The Pass-Through Rate on the Class A-4 Certificates is a per annum
rate equal to 5.553%, subject to a maximum rate equal to the WAC Rate.
The Pass-Through Rate on the Class A-1A Certificates is a per annum
rate equal to 5.556%, subject to a maximum rate equal to the WAC Rate.
The Pass-Through Rate on the Class A-M Certificates is a per annum
rate equal to 5.622%, subject to a maximum rate equal to the WAC Rate.
The Pass-Through Rate on the Class A-J Certificates is a per annum
rate equal to the WAC Rate minus 0.031%.
The Pass-Through Rate on the Class B Certificates is a per annum
rate equal to the WAC Rate.
The Pass-Through Rate on the Class C Certificates is a per annum
rate equal to the WAC Rate.
The Pass-Through Rate on the Class D Certificates is a per annum
rate equal to the WAC Rate.
The Pass-Through Rate on the Class E Certificates is a per annum
rate equal to the WAC Rate.
The Pass-Through Rate on the Class F Certificates is a per annum
rate equal to the WAC Rate.
The Pass-Through Rate on the Class G Certificates is a per annum
rate equal to the WAC Rate.
The Pass-Through Rate on the Class H Certificates is a per annum
rate equal to the WAC Rate.
The Pass-Through Rate on the Class J Certificates is a per annum
rate equal to the WAC Rate.
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The Pass-Through Rate on the Class K Certificates is a per annum
rate equal to the WAC Rate.
The Pass-Through Rate on the Class L Certificates is a per annum
rate equal to 5.232%, subject to a maximum rate equal to the WAC Rate.
The Pass-Through Rate on the Class M Certificates is a per annum
rate equal to 5.232%, subject to a maximum rate equal to the WAC Rate.
The Pass-Through Rate on the Class N Certificates is a per annum
rate equal to 5.232%, subject to a maximum rate equal to the WAC Rate.
The Pass-Through Rate on the Class O Certificates is a per annum
rate equal to 5.232%, subject to a maximum rate equal to the WAC Rate.
The Pass-Through Rate on the Class P Certificates is a per annum
rate equal to 5.232%, subject to a maximum rate equal to the WAC Rate.
The Pass-Through Rate on the Class Q Certificates is a per annum
rate equal to 5.232%, subject to a maximum rate equal to the WAC Rate.
The Pass-Through Rate on the Class S Certificates is a per annum
rate equal to 5.232%, subject to a maximum rate equal to the WAC Rate.
The Pass-Through Rate on the Class X Certificates in the aggregate
is a per annum rate equal to the excess of (i) the WAC Rate over (ii) the
weighted average of the Pass-Through Rates on the Sequential Pay
Certificates, weighted on the basis of their respective Certificate
Principal Amounts.
The "WAC Rate" with respect to any Distribution Date is a per annum rate
equal to the product of the weighted average of the Net Mortgage Rates in effect
for the Mortgage Loans as of their respective Due Dates in the month preceding
the month in which such Distribution Date occurs weighted on the basis of the
respective Stated Principal Balances of the Mortgage Loans on such Due Dates.
The "Regular Certificates" are the Class A-1, Class A-2, Class A-3, Class
A-AB, Class A-4, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class O, Class P, Class Q, Class S, Class X-P and Class X-C Certificates.
The "Net Mortgage Rate" with respect to any Mortgage Loan is a per annum
rate equal to the related Mortgage Rate in effect from time to time minus the
related Administrative Fee Rate. However, for purposes of calculating
Pass-Through Rates, the Net Mortgage Rate of such Mortgage Loan will be
determined without regard to any modification, waiver or amendment of the terms,
whether agreed to by the Special Servicer or resulting from a bankruptcy,
insolvency or similar proceeding involving the related borrower.
The "Administrative Fee Rate" as of any date of determination will be
equal to the sum of the Servicing Fee Rate and the Trustee Fee Rate.
The "Mortgage Rate" with respect to any Mortgage Loan is the per annum
rate at which interest accrues on such Mortgage Loan as stated in the related
Mortgage Note in each case without giving effect to the Excess Rate or default
rate. Notwithstanding the foregoing, for purposes of calculating Pass-Through
Rates, the Mortgage Rate of each Mortgage Loan for any one-month period
preceding a related Due Date will be the annualized rate at which interest would
have to accrue in respect of such Mortgage Loan on the basis of a 360-day year
consisting of twelve 30-day months in order to produce the aggregate amount of
interest actually accrued in respect of such Mortgage Loan during such one-month
period at the related Mortgage Rate. However, with respect to all Mortgage
Loans, (i) the Mortgage Rate for the one month period preceding the Due Dates in
January and February in any year which is not a leap year or in February in any
year which is a leap year will be determined net of the Withheld Amount, and
(ii) the Mortgage Rate for the one-month period preceding the Due Date in March
will be determined taking into account the addition of any such Withheld
Amounts.
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The "Stated Principal Balance" of each Mortgage Loan will initially equal
its Cut-off Date Balance and, on each Distribution Date, will be reduced by the
amount of principal payments received from the related borrower or advanced for
such Distribution Date. The Stated Principal Balance of a Mortgage Loan may also
be reduced in connection with any forced reduction of its actual unpaid
principal balance imposed by a court presiding over a bankruptcy proceeding in
which the related borrower is the debtor. See "Certain Legal Aspects of Mortgage
Loans--Anti-Deficiency Legislation; Bankruptcy Laws" in the prospectus. If any
Mortgage Loan is paid in full or the Mortgage Loan (or any Mortgaged Property
acquired in respect of the Mortgage Loan) is otherwise liquidated, then, as of
the first Distribution Date that follows the end of the Collection Period in
which that payment in full or liquidation occurred and notwithstanding that a
loss may have occurred in connection with any liquidation, the Stated Principal
Balance of the Mortgage Loan will be zero.
The "Principal Distribution Amount" for any Distribution Date will be
equal to (a) the sum, without duplication, of:
(i) the principal component of all scheduled Monthly Payments due
on the Due Date immediately preceding such Distribution Date (if received,
or advanced by the Master Servicer or Trustee, in respect of such
Distribution Date);
(ii) the principal component of any payment on any Mortgage Loan
received or applied on or after the date on which such payment was due
which is on deposit in the Collection Account as of the related
Determination Date, net of the principal portion of any unreimbursed P&I
Advances related to such Mortgage Loan (the amounts in clauses (i) and
(ii), the "Scheduled Principal Distribution Amount");
(iii) Unscheduled Payments for that Distribution Date on deposit
in the Collection Account; and
(iv) the Principal Shortfall, if any, for such Distribution Date,
less
(b) the sum, without duplication, of the amount of any
reimbursements of:
(1) Non-Recoverable Advances, with interest on such
Non-Recoverable Advances, that are paid or reimbursed from principal
collected or advanced on the Mortgage Loans in a period during which such
principal collections would have otherwise been included in the Principal
Distribution Amount for such Distribution Date; and
(2) Workout-Delayed Reimbursement Amounts that are paid or
reimbursed from principal collected or advanced on the Mortgage Loans in a
period during which such principal collections would have otherwise been
included in the Principal Distribution Amount for such Distribution Date;
provided, that, if any of the amounts that were previously allocated as a
Realized Loss to reduce the Certificate Principal Amount of any Class of
Certificates on any Distribution Date are subsequently recovered, such recovery
will be added to the Principal Distribution Amount for the Distribution Date
related to the period in which such recovery occurs.
So long as the Class A-4 Certificates and the Class A-1A Certificates
remain outstanding, the Principal Distribution Amount for each Distribution Date
will be calculated on a loan group-by-loan group basis. On each Distribution
Date after the Certificate Principal Amount of the Class A-4 Certificates or the
Class A-1A Certificates has been reduced to zero, a single Principal
Distribution Amount will be calculated in the aggregate for both loan groups.
The "Group 1 Principal Distribution Amount" for any Distribution Date is
an amount equal to the sum of (x) the sum of (a) the Group 1 Principal Shortfall
for that Distribution Date, (b) the Scheduled Principal Distribution Amount for
all Mortgage Loans in Loan Group 1 for that Distribution Date and (c) the
Unscheduled Payments for all Mortgage Loans in Loan Group 1 for that
Distribution Date; provided, that the Group 1 Principal Distribution Amount for
any Distribution Date will be reduced by the amount of any reimbursements of (i)
Non-Recoverable Advances, plus interest on such Non-Recoverable Advances, that
are paid or reimbursed from principal collections on the Mortgage Loans in Loan
Group 1 in a period during which such principal collections would have otherwise
been included in the Group 1 Principal
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Distribution Amount for that Distribution Date, (ii) Workout-Delayed
Reimbursement Amounts that are paid or reimbursed from principal collections on
the Mortgage Loans in Loan Group 1 in a period during which such principal
collections would have otherwise been included in the Group 1 Principal
Distribution Amount for that Distribution Date and (iii) following the
reimbursements described in clauses (i) and (ii), the excess, if any of (A) the
total amount of Non-Recoverable Advances and Workout-Delayed Reimbursement
Amounts, plus interest on such Non-Recoverable Advances and Workout-Delayed
Reimbursement Amounts, that would have been paid or reimbursed from principal
collections on the Mortgage Loans in Loan Group 2 as described in clauses (i)
and (ii) of the definition of "Group 2 Principal Distribution Amount" had the
aggregate amount available for distribution of principal with respect to Loan
Group 2 been sufficient to make such reimbursements in full, over (B) the
aggregate amount available for distribution of principal with respect to Loan
Group 2 for that Distribution Date (provided, further, that, in the case of
clauses (i), (ii) and (iii) above, if any of such amounts reimbursed from
principal collections on the Mortgage Loans in Loan Group 1 are subsequently
recovered on the related Mortgage Loan, such recovery will be applied to
increase the Group 1 Principal Distribution Amount for the Distribution Date
related to the period in which such recovery occurs) and (y) after reduction of
the Class A-1A Certificates to zero, the Loan Group 2 Principal Distribution
Amount (or portion thereof remaining after Class A-1A has been reduced to zero
and assuming the distribution of the Group 2 Principal Distribution Amount prior
to the distribution of the Group 1 Principal Distribution Amount).
The "Group 2 Principal Distribution Amount" for any Distribution Date is
an amount equal to the sum of (x) the sum of (a) the Group 2 Principal Shortfall
for that Distribution Date, (b) the Scheduled Principal Distribution Amount for
all Mortgage Loans in Loan Group 2 for that Distribution Date and (c) the
Unscheduled Payments for all Mortgage Loans in Loan Group 2 for that
Distribution Date; provided, that the Group 2 Principal Distribution Amount for
any Distribution Date will be reduced by the amount of any reimbursements of (i)
Non-Recoverable Advances, plus interest on such Non-Recoverable Advances, that
are paid or reimbursed from principal collections on the Mortgage Loans in Loan
Group 2 in a period during which such principal collections would have otherwise
been included in the Group 2 Principal Distribution Amount for that Distribution
Date, (ii) Workout-Delayed Reimbursement Amounts that are paid or reimbursed
from principal collections on the Mortgage Loans in Loan Group 2 in a period
during which such principal collections would have otherwise been included in
the Group 2 Principal Distribution Amount for that Distribution Date and (iii)
following the reimbursements described in clauses (i) and (ii), the excess, if
any of (A) the total amount of Non-Recoverable Advances and Workout-Delayed
Reimbursement Amounts, plus interest on such Non-Recoverable Advances and
Workout-Delayed Reimbursement Amounts, that would have been paid or reimbursed
from principal collections on the Mortgage Loans in Loan Group 1 as described in
clauses (i) and (ii) of the definition of "Group 1 Principal Distribution
Amount" had the aggregate amount available for distribution of principal with
respect to Loan Group 1 been sufficient to make such reimbursements in full,
over (B) the aggregate amount available for distribution of principal with
respect to Loan Group 1 for that Distribution Date (provided, further, that, in
the case of clauses (i), (ii) and (iii) above, if any of such amounts reimbursed
from principal collections on the Mortgage Loans in Loan Group 2 are
subsequently recovered on the related Mortgage Loan, such recovery will be
applied to increase the Group 2 Principal Distribution Amount for the
Distribution Date related to the period in which such recovery occurs) and (y)
after the reduction of the Class A-4 certificates to zero, the Loan Group 1
Principal Distribution Amount (or portion thereof remaining after Class A-4 has
been reduced to zero and assuming the distribution of the Group 1 Principal
Distribution Amount prior to the distribution of the Group 2 Principal
Distribution Amount).
For purposes of the foregoing definition of Group 1 Principal Distribution
Amount, the term "Group 1 Principal Shortfall" for any Distribution Date means
the amount, if any, by which (1) the lesser of (a) the Group 1 Principal
Distribution Amount for the prior Distribution Date and (b) the Certificate
Principal Amount of the Class A-1, Class A-2, Class A-3, Class A-AB and Class
A-4 Certificates, exceeds (2) the aggregate amount distributed in respect of
principal on the Class A-1, Class A-2, Class A-3, Class A-AB, and Class A-4
Certificates on the preceding Distribution Date.
For purposes of the foregoing definition of Group 2 Principal Distribution
Amount, the term "Group 2 Principal Shortfall" for any Distribution Date means
the amount, if any, by which (1) the lesser of (a) the Group 2 Principal
Distribution Amount for the prior Distribution Date and (b) the Certificate
Principal
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Amount of the Class A-1A Certificates, exceeds (2) the aggregate amount
distributed in respect of principal on the Class A-1A Certificates on the
preceding Distribution Date.
The "Principal Shortfall" for any Distribution Date means the amount, if
any, by which (i) the Principal Distribution Amount for the preceding
Distribution Date exceeds (ii) the aggregate amount actually distributed on such
preceding Distribution Date in respect of such Principal Distribution Amount.
The "Class A-AB Planned Principal Balance" for any Distribution Date is
the balance shown for such Distribution Date in the table set forth in Annex C-2
to this prospectus supplement. Such balances were calculated using, among other
things, certain weighted average life assumptions. See "Yield, Prepayment and
Maturity Considerations--Weighted Average Life of the Offered Certificates" in
this prospectus supplement. Based on such assumptions, the Certificate Principal
Amount of the Class A-AB Certificates on each Distribution Date would be
expected to be reduced to the balance indicated for such Distribution Date in
the table. There is no assurance, however, that the Mortgage Loans will perform
in conformity with our assumptions. Therefore, there can be no assurance that
the Certificate Principal Amount of the Class A-AB Certificates on any
Distribution Date will be equal to the balance that is specified for such
Distribution Date in the table. In particular, once the Certificate Principal
Amounts of the Class A-1, Class A-2 and Class A-3 Certificates have been reduced
to zero, the entire Principal Distribution Amount remaining on any Distribution
Date, will be distributed to the Class A-AB Certificates until the Certificate
Principal Amount of the Class A-AB Certificates is reduced to zero.
The "Unscheduled Payments" for any Distribution Date will equal the
aggregate of: (a) all prepayments of principal received on the Mortgage Loans on
or prior to the related Determination Date; and (b) any other collections
(exclusive of payments by borrowers) received on the Mortgage Loans and any REO
Properties on or prior to the related Determination Date, whether in the form of
liquidation proceeds, insurance and condemnation proceeds, net income, rents,
and profits from REO Property or otherwise, that were identified and applied by
the Master Servicer as recoveries of previously unadvanced principal of the
related Mortgage Loan, and, in the case of liquidation proceeds and insurance
and condemnation proceeds, net of any Special Servicing Fees, Liquidation Fees,
accrued interest on Advances and other additional Trust Fund expenses incurred
in connection with the related Mortgage Loan.
An "REO Mortgage Loan" is any Mortgage Loan as to which the related
Mortgaged Property has become an REO Property or a beneficial interest in a
Mortgaged Property acquired upon a foreclosure of a Non-Serviced Loan under the
2005-GG5 Pooling and Servicing Agreement.
On each Distribution Date, the Available Funds are required to be
distributed in the following amounts and order of priority:
First, in respect of interest, concurrently (i) to the Class A-1,
Class A-2, Class A-3, Class A-AB and Class A-4 Certificates, pro rata from
the portion of the Available Funds for such Distribution Date attributable
to Mortgage Loans in Loan Group 1 up to an amount equal to the aggregate
Interest Distribution Amount for those Classes, (ii) to the Class A-1A
Certificates from the portion of the Available Funds for such Distribution
Date attributable to Mortgage Loans in Loan Group 2 up to an amount equal
to the aggregate Interest Distribution Amount for such Class, and (iii) to
the Class X-P and Class X-C Certificates, pro rata, in each case based
upon their respective entitlements to interest for that Distribution Date;
Second, to the Class A-1, Class A-2, Class A-3, Class A-AB, Class
A-4 and Class A-1A Certificates, in reduction of the Certificate Principal
Amount thereof:
(i) to the Class A-1, Class A-2, Class A-3, Class A-AB and Class
A-4 Certificates in an amount equal to the Group 1 Principal Distribution Amount
in the following priority:
(A) to the Class A-AB Certificates, in an amount equal to
the lesser of the Group 1 Principal Distribution Amount for such
Distribution Date and the amount necessary to reduce the Certificate
Principal Amount of the Class A-AB Certificates to the Class A-AB
Planned Principal Balance for such Distribution Date,
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(B) to the Class A-1 Certificates, in an amount equal to the
Group 1 Principal Distribution Amount (or the portion of it
remaining after payments specified in clause (A) above) for such
Distribution Date, until the Certificate Principal Amount of the
Class A-1 Certificates is reduced to zero,
(C) to the Class A-2 Certificates, in an amount equal to the
Group 1 Principal Distribution Amount (or the portion of it
remaining after payments specified in clause (A) and (B) above) for
such Distribution Date, until the Certificate Principal Amount of
the Class A-2 Certificates is reduced to zero,
(D) to the Class A-3 Certificates, in an amount equal to the
Group 1 Principal Distribution Amount (or the portion of it
remaining after payments specified in clause (A), (B) and (C) above)
for such Distribution Date, until the Certificate Principal Amount
of the Class A-3 Certificates is reduced to zero,
(E) to the Class A-AB Certificates, in an amount equal to
the Group 1 Principal Distribution Amount (or the portion of it
remaining after payments specified in clause (A), (B), (C) and (D)
above) for such Distribution Date, until the Certificate Principal
Amount of the Class A-AB Certificates is reduced to zero,
(F) to the Class A-4 Certificates, in an amount equal to the
Group 1 Principal Distribution Amount (or the portion of it
remaining after payments specified in clause (A), (B), (C), (D) and
(E) above) for such Distribution Date, to Class A-4 until the
Certificate Principal Amounts of the Class A-4 Certificates is
reduced to zero; and
(ii) to the Class A-1A Certificates, in an amount equal to the
Group 2 Principal Distribution Amount;
Third, to the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4
and Class A-1A Certificates, pro rata based upon the aggregate
unreimbursed Realized Losses previously allocated to such Class, plus
interest on that amount at the Pass-Through Rate for such Class compounded
monthly from the date the related Realized Loss was allocated to such
Class;
Fourth, to the Class A-M Certificates in respect of interest, up to
an amount equal to the aggregate Interest Distribution Amount of such
Class;
Fifth, to the Class A-M Certificates in reduction of their
Certificate Principal Amount, an amount equal to the Principal
Distribution Amount for such Distribution date, less the portion of such
Principal Distribution Amount distributed pursuant to all prior clauses,
until their Certificate Principal Amount is reduced to zero;
Sixth, to the Class A-M Certificates, an amount equal to the
aggregate of unreimbursed Realized Losses previously allocated to such
Class, plus interest on that amount at the Pass-Through Rate for such
Class, compounded monthly from the date the Realized Loss was allocated to
such Class;
Seventh, to the Class A-J Certificates, in respect of interest, up
to an amount equal to the Interest Distribution Amount of such Class;
Eighth, to the Class A-J Certificates, in reduction of their
Certificate Principal Amount, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, less the portion of such
Principal Distribution Amount distributed pursuant to all prior clauses,
until their Certificate Principal Amount is reduced to zero;
Ninth, to the Class A-J Certificates, an amount equal to the
aggregate of unreimbursed Realized Losses previously allocated to such
Class, plus interest on that amount at the Pass-Through Rate for such
Class compounded monthly from the date the related Realized Loss was
allocated to such Class;
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Tenth, to the Class B Certificates, in respect of interest, up to an
amount equal to the Interest Distribution Amount of such Class;
Eleventh, to the Class B Certificates, in reduction of their
Certificate Principal Amount, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, less the portion of such
Principal Distribution Amount distributed pursuant to all prior clauses,
until their Certificate Principal Amount is reduced to zero;
Twelfth, to the Class B Certificates, an amount equal to the
aggregate of unreimbursed Realized Losses previously allocated to such
Class, plus interest on that amount at the Pass-Through Rate for such
Class compounded monthly from the date the related Realized Loss was
allocated to such Class;
Thirteenth, to the Class C Certificates, in respect of interest, up
to an amount equal to the Interest Distribution Amount of such Class;
Fourteenth, to the Class C Certificates, in reduction of their
Certificate Principal Amount, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, less the portion of such
Principal Distribution Amount distributed pursuant to all prior clauses,
until their Certificate Principal Amount is reduced to zero;
Fifteenth, to the Class C Certificates, an amount equal to the
aggregate of unreimbursed Realized Losses previously allocated to such
Class, plus interest on that amount at the Pass-Through Rate for such
Class compounded monthly from the date the related Realized Loss was
allocated to such Class;
Sixteenth, to the Class D Certificates, in respect of interest, up
to an amount equal to the Interest Distribution Amount of such Class;
Seventeenth, to the Class D Certificates, in reduction of their
Certificate Principal Amount, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, less the portion of such
Principal Distribution Amount distributed pursuant to all prior clauses,
until their Certificate Principal Amount is reduced to zero;
Eighteenth, to the Class D Certificates, an amount equal to the
aggregate of unreimbursed Realized Losses previously allocated to such
Class, plus interest on that amount at the Pass-Through Rate for such
Class compounded monthly from the date the related Realized Loss was
allocated to such Class;
Nineteenth, to the Class E Certificates, in respect of interest, up
to an amount equal to the Interest Distribution Amount of such Class;
Twentieth, to the Class E Certificates, in reduction of their
Certificate Principal Amount, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, less the portion of such
Principal Distribution Amount distributed pursuant to all prior clauses,
until their Certificate Principal Amount is reduced to zero;
Twenty-first, to the Class E Certificates, an amount equal to the
aggregate of unreimbursed Realized Losses previously allocated to such
Class, plus interest on that amount at the Pass-Through Rate for such
Class compounded monthly from the date the related Realized Loss was
allocated to such Class;
Twenty-second, to the Class F Certificates, in respect of interest,
up to an amount equal to the Interest Distribution Amount of such Class;
Twenty-third, to the Class F Certificates, in reduction of their
Certificate Principal Amount, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, less the portion of such
Principal Distribution Amount distributed pursuant to all prior clauses,
until their Certificate Principal Amount is reduced to zero;
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Twenty-fourth, to the Class F Certificates, an amount equal to the
aggregate of unreimbursed Realized Losses previously allocated to such
Class, plus interest on that amount at the Pass-Through Rate for such
Class compounded monthly from the date the related Realized Loss was
allocated to such Class;
Twenty-fifth, to the Class G Certificates, in respect of interest,
up to an amount equal to the Interest Distribution Amount of such Class;
Twenty-sixth, to the Class G Certificates, in reduction of their
Certificate Principal Amount, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, less the portion of such
Principal Distribution Amount distributed pursuant to all prior clauses,
until their Certificate Principal Amount is reduced to zero;
Twenty-seventh, to the Class G Certificates, an amount equal to the
aggregate of unreimbursed Realized Losses previously allocated to such
Class, plus interest on that amount at the Pass-Through Rate for such
Class compounded monthly from the date the related Realized Loss was
allocated to such Class;
Twenty-eighth, to the Class H Certificates, in respect of interest,
up to an amount equal to the Interest Distribution Amount of such Class;
Twenty-ninth, to the Class H Certificates, in reduction of their
Certificate Principal Amount, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, less the portion of such
Principal Distribution Amount distributed pursuant to all prior clauses,
until their Certificate Principal Amount is reduced to zero;
Thirtieth, to the Class H Certificates, an amount equal to the
aggregate of unreimbursed Realized Losses previously allocated to such
Class, plus interest on that amount at the Pass-Through Rate for such
Class compounded monthly from the date the related Realized Loss was
allocated to such Class;
Thirty-first, to the Class J Certificates, in respect of interest,
up to an amount equal to the Interest Distribution Amount of such Class;
Thirty-second, to the Class J Certificates, in reduction of their
Certificate Principal Amount, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, less the portion of such
Principal Distribution Amount distributed pursuant to all prior clauses,
until their Certificate Principal Amount is reduced to zero;
Thirty-third, to the Class J Certificates, an amount equal to the
aggregate of unreimbursed Realized Losses previously allocated to such
Class, plus interest on that amount at the Pass-Through Rate for such
Class compounded monthly from the date the related Realized Loss was
allocated to such Class;
Thirty-fourth, to the Class K Certificates, in respect of interest,
up to an amount equal to the Interest Distribution Amount of such Class;
Thirty-fifth, to the Class K Certificates, in reduction of their
Certificate Principal Amount, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, less the portion of such
Principal Distribution Amount distributed pursuant to all prior clauses,
until their Certificate Principal Amount is reduced to zero;
Thirty-sixth, to the Class K Certificates, an amount equal to the
aggregate of unreimbursed Realized Losses previously allocated to such
Class, plus interest on that amount at the Pass-Through Rate for such
Class compounded monthly from the date the related Realized Loss was
allocated to such Class;
Thirty-seventh, to the Class L Certificates, in respect of interest,
up to an amount equal to the Interest Distribution Amount of such Class;
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Thirty-eighth, to the Class L Certificates, in reduction of their
Certificate Principal Amount, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, less the portion of such
Principal Distribution Amount distributed pursuant to all prior clauses,
until their Certificate Principal Amount is reduced to zero;
Thirty-ninth, to the Class L Certificates, an amount equal to the
aggregate of unreimbursed Realized Losses previously allocated to such
Class, plus interest on that amount at the Pass-Through Rate for such
Class compounded monthly from the date the related Realized Loss was
allocated to such Class;
Fortieth, to the Class M Certificates, in respect of interest, up to
an amount equal to the Interest Distribution Amount of such Class;
Forty-first, to the Class M Certificates, in reduction of their
Certificate Principal Amount, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, less the portion of such
Principal Distribution Amount distributed pursuant to all prior clauses,
until their Certificate Principal Amount is reduced to zero;
Forty-second, to the Class M Certificates, an amount equal to the
aggregate of unreimbursed Realized Losses previously allocated to such
Class, plus interest on that amount at the Pass-Through Rate for such
Class compounded monthly from the date the related Realized Loss was
allocated to such Class;
Forty-third, to the Class N Certificates, in respect of interest, up
to an amount equal to the Interest Distribution Amount of such Class;
Forty-fourth, to the Class N Certificates, in reduction of their
Certificate Principal Amount, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, less the portion of such
Principal Distribution Amount distributed pursuant to all prior clauses,
until their Certificate Principal Amount is reduced to zero;
Forty-fifth, to the Class N Certificates, an amount equal to the
aggregate of unreimbursed Realized Losses previously allocated to such
Class, plus interest on that amount at the Pass-Through Rate for such
Class compounded monthly from the date the related Realized Loss was
allocated to such Class;
Forty-sixth, to the Class O Certificates, in respect of interest, up
to an amount equal to the Interest Distribution Amount of such Class;
Forty-seventh, to the Class O Certificates, in reduction of their
Certificate Principal Amount, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, less the portion of such
Principal Distribution Amount distributed pursuant to all prior clauses,
until their Certificate Principal Amount is reduced to zero;
Forty-eighth, to the Class O Certificates, an amount equal to the
aggregate of unreimbursed Realized Losses previously allocated to such
Class, plus interest on that amount at the Pass-Through Rate for such
Class compounded monthly from the date the related Realized Loss was
allocated to such Class; and
Forty-ninth, to the Class P Certificates, in respect of interest, up
to an amount equal to the Interest Distribution Amount of such Class;
Fiftieth, to the Class P Certificates, in reduction of their
Certificate Principal Amount, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, less the portion of such
Principal Distribution Amount distributed pursuant to all prior clauses,
until their Certificate Principal Amount is reduced to zero;
Fifty-first, to the Class P Certificates, an amount equal to the
aggregate of unreimbursed Realized Losses previously allocated to such
Class, plus interest on that amount at the Pass-Through Rate for
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such Class compounded monthly from the date the related Realized Loss was
allocated to such Class; and
Fifty-second, to the Class Q Certificates, in respect of interest,
up to an amount equal to the Interest Distribution Amount of such Class;
Fifty-third, to the Class Q Certificates, in reduction of their
Certificate Principal Amount, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, less the portion of such
Principal Distribution Amount distributed pursuant to all prior clauses,
until their Certificate Principal Amount is reduced to zero;
Fifty-fourth, to the Class Q Certificates, an amount equal to the
aggregate of unreimbursed Realized Losses previously allocated to such
Class, plus interest on that amount at the Pass-Through Rate for such
Class compounded monthly from the date the related Realized Loss was
allocated to such Class; and
Fifty-fifth, to the Class S Certificates, in respect of interest, up
to an amount equal to the Interest Distribution Amount of such Class;
Fifty-sixth, to the Class S Certificates, in reduction of their
Certificate Principal Amount, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, less the portion of such
Principal Distribution Amount distributed pursuant to all prior clauses,
until their Certificate Principal Amount is reduced to zero;
Fifty-seventh, to the Class S Certificates, an amount equal to the
aggregate of unreimbursed Realized Losses previously allocated to such
Class, plus interest on that amount at the Pass-Through Rate for such
Class compounded monthly from the date the related Realized Loss was
allocated to such Class; and
Fifty-eighth, to the Class R Certificates, any amounts remaining in
the Upper-Tier Distribution Account; and to the Class LR Certificates, any
amounts remaining in the Lower-Tier Distribution Account.
On each Distribution Date occurring on and after the date the Certificate
Principal Amount of all Sequential Pay Certificates (other than the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4 and Class A-1A Certificates) is
reduced to zero (that date, the "Cross Over Date"), regardless of the allocation
of principal payments described in priority Second above, the Principal
Distribution Amount for such Distribution Date is required to be distributed,
pro rata (based on their respective outstanding Certificate Principal Amounts),
among the Classes of the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4,
and Class A-1A Certificates.
All references to "pro rata" in the preceding clauses, unless otherwise
specified, mean pro rata based upon the amounts distributable pursuant to such
clause.
PREPAYMENT PREMIUMS. On any Distribution Date, prepayment premiums and
yield maintenance charges collected prior to the related Determination Date are
required to be distributed to the holders of the Classes of Certificates as
described below.
On each Distribution Date, yield maintenance charges collected on the
Mortgage Loans and on deposit in the Collection Account as of the related
Determination Date are required to be distributed to the following Classes of
Certificates: to the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4,
Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F,
Class G, Class H, Class J and Class K Certificates, as applicable, in an amount
equal to the product of (a) a fraction whose numerator is the amount distributed
as principal to such Class in respect of the applicable Loan Group on such
Distribution Date, and whose denominator is the total amount distributed in
respect of the applicable Loan Group as principal to the Class A-1, Class A-2,
Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-M, Class A-J, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O, Class P, Class Q and Class S Certificates, as
applicable, on such Distribution Date, (b) the Base Interest Fraction for the
related principal prepayment and such Class of
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Certificates, and (c) the aggregate amount of such yield maintenance charges.
Any remaining yield maintenance charges with respect to such Distribution Date
will be distributed to the holders of the Class X-C Certificates.
The "Base Interest Fraction" with respect to any principal prepayment on
any Mortgage Loan and with respect to any Class of Offered Certificates and the
Class G, Class H, Class J and Class K Certificates is a fraction (a) whose
numerator is the amount, if any, by which (i) the Pass-Through Rate on such
Class of Certificates exceeds (ii) the discount rate used in accordance with the
related Mortgage Loan documents in calculating the 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
discount rate used in accordance with the related Mortgage Loan documents in
calculating the yield maintenance charge with respect to such principal
prepayment; provided, however, that under no circumstances shall the Base
Interest Fraction be greater than one. If such discount rate is greater than or
equal to the lesser of (x) the Mortgage Rate on such Mortgage Loan and (y) the
Pass-Through Rate described in the preceding sentence, then the Base Interest
Fraction shall equal zero.
If a prepayment premium is imposed in connection with a prepayment rather
than a yield maintenance charge, then the prepayment premium so collected will
be allocated as described above. For this purpose, the discount rate used to
calculate the Base Interest Fraction will be the discount rate used to determine
the yield maintenance charge for Mortgage Loans that require payment at the
greater of a yield maintenance charge or a minimum amount equal to a fixed
percentage of the principal balance of the Mortgage Loan and the latter is the
greater amount, or, for Mortgage Loans that only have a prepayment premium based
on a fixed percentage of the principal balance of the Mortgage Loan, such other
discount rate as may be specified in the related Mortgage Loan documents.
No prepayment premiums or yield maintenance charges will be distributed to
holders of the Class L, Class M, Class N, Class O, Class P, Class Q, Class S,
Class X-P or Residual Certificates. Instead, after the Certificate Principal
Amount of the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class
A-1A, Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class
G, Class H, Class J and Class K Certificates have been reduced to zero, all
prepayment premiums and yield maintenance charges with respect to Mortgage Loans
will be distributed to holders of the Class X-C Certificates. For a description
of prepayment premiums and yield maintenance charges, see Annex C-1 to this
prospectus supplement. See also "Certain Legal Aspects of the Mortgage
Loans--Enforceability of Certain Provisions--Prepayment Provisions" in the
prospectus.
Prepayment premiums and yield maintenance charges will be distributed on
any Distribution Date only to the extent they are received in respect of the
Mortgage Loans as of the related Determination Date.
DISTRIBUTIONS OF EXCESS LIQUIDATION PROCEEDS. Except to the extent
Realized Losses have been allocated to Classes of Certificates that include the
Offered Certificates, excess liquidation proceeds will not be available for
distribution to the holders of the Offered Certificates. "Excess Liquidation
Proceeds" are the excess of:
o proceeds from the sale or liquidation of a Mortgage Loan or REO
Property, net of expenses and related Advances and interest on
Advances, over
o the amount that would have been received if a principal payment in
full had been made on the Due Date immediately following the date
upon which the proceeds were received.
REALIZED LOSSES. The Certificate Principal Amount of each Class of
Sequential Pay Certificates will be reduced without distribution on any
Distribution Date as a write-off to the extent of any Realized Loss allocated to
such Class on such Distribution Date. A "Realized Loss" with respect to any
Distribution Date is the amount, if any, by which the aggregate Certificate
Principal Amount of all such Classes of Certificates after giving effect to
distributions made on such Distribution Date exceeds the aggregate Stated
Principal Balance of the Mortgage Loans after giving effect to any payments of
principal received or advanced with respect to the Due Date occurring
immediately prior to such Distribution Date (for purposes of this calculation
only, the aggregate Stated Principal Balance will not be reduced by the
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amount of principal payments received on the Mortgage Loans that were used to
reimburse the Master Servicer, the Special Servicer or the Trustee from general
collections of principal on the Mortgage Loans for Workout-Delayed Reimbursement
Amounts, to the extent those amounts are not otherwise determined to be
Nonrecoverable Advances). Any such write-offs will be applied to such Classes of
Certificates in the following order, until each is reduced to zero: first, to
the Class S Certificates; second, to the Class Q Certificates; third, to the
Class P Certificates; fourth, to the Class O Certificates; fifth, to the Class N
Certificates; sixth, to the Class M Certificates; seventh, to the Class L
Certificates; eighth, to the Class K Certificates; ninth, to the Class J
Certificates; tenth, to the Class H Certificates; eleventh, to the Class G
Certificates; twelfth, to the Class F Certificates; thirteenth, to the Class E
Certificates; fourteenth, to the Class D Certificates; fifteenth, to the Class C
Certificates; sixteenth, to the Class B Certificates; seventeenth, to the Class
A-J Certificates; eighteenth, to the Class A-M Certificates and, finally, pro
rata, to the (i) Class A-1, (ii) Class A-2, (iii) Class A-3, (iv) Class A-AB,
(v) Class A-4 and (vi) Class A-1A Certificates, based on their respective
Certificate Principal Amounts, regardless of Loan Group. The Notional Amount of
the Class X Certificates will be reduced to reflect reductions in the
Certificate Principal Amounts of the Sequential Pay Certificates resulting from
allocations of Realized Losses. Any amounts recovered in respect of any amounts
previously written off as Realized Losses (with interest thereon) as a result of
the reimbursement of Nonrecoverable Advances to the Master Servicer, Special
Servicer or Trustee (or a servicer under the 2005-GG5 Pooling and Servicing
Agreement) from amounts otherwise distributable as principal will (1) increase
the Principal Distribution Amount for the Distribution Date related to the
period in which such recovery occurs and (2) will increase the Certificate
Principal Amount of the Certificates previously subject to a reduction as a
result of the allocation of Realized Losses in an amount equal to the amount
recovered.
Shortfalls in Available Funds resulting from additional servicing
compensation other than the Servicing Fee, interest on Advances to the extent
not covered by default interest or late payment charges, extraordinary expenses
of the Trust Fund, a reduction of the interest rate of a Mortgage Loan by a
bankruptcy court pursuant to a plan of reorganization or pursuant to any of its
equitable powers or other unanticipated or default-related expenses (not
constituting Realized Losses) will reduce the amounts distributable on the
Classes of Regular Certificates (other than the Class X Certificates) in the
same order as Realized Losses are applied to reduce the Certificate Principal
Amounts of such Classes.
PREPAYMENT INTEREST SHORTFALLS. If a borrower prepays a Mortgage Loan, in
whole or in part, after the Due Date but on or before the Determination Date in
any calendar month, the amount of interest (net of related Servicing Fees)
accrued on such prepayment from such Due Date to, but not including, the date of
prepayment (or any later date through which interest accrues) will, to the
extent actually collected, constitute a "Prepayment Interest Excess."
Conversely, if a borrower prepays a Mortgage Loan, in whole or in part, after
the Determination Date in any calendar month and does not pay interest on such
prepayment through the day prior to the next Due Date, then the shortfall in a
full month's interest (net of related Servicing Fees) on such prepayment will
constitute a "Prepayment Interest Shortfall." Prepayment Interest Excesses (to
the extent not offset by Prepayment Interest Shortfalls) collected on the
Mortgage Loans will be retained by the Master Servicer as additional servicing
compensation, as determined on a pool-wide aggregate basis. The aggregate of any
Prepayment Interest Shortfalls resulting from any principal prepayments made on
the Mortgage Loans to be included in the Available Funds for any Distribution
Date that are not covered by the Master Servicer's Compensating Interest Payment
for the related Distribution Date (the aggregate of the Prepayment Interest
Shortfalls that are not so covered, as to the related Distribution Date, the
"Excess Prepayment Interest Shortfall") will be allocated pro rata on that
Distribution Date among each Class of Certificates (other than the Class R and
Class LR Certificates), in accordance with their respective Interest Accrual
Amounts for that Distribution Date.
The Master Servicer will be required to deliver to the Trustee for deposit
in the Lower-Tier Distribution Account on each Master Servicer Remittance Date,
without any right of reimbursement thereafter, a cash payment (a "Compensating
Interest Payment") in an amount equal to the lesser of (1) the aggregate amount
of Prepayment Interest Shortfalls incurred in connection with voluntary
principal prepayments received in respect of the Mortgage Loans (other than a
Specially Serviced Mortgage Loan or defaulted Mortgage Loan), other than
prepayments received in connection with the receipt of insurance proceeds or
condemnation proceeds, for the related Distribution Date, and (2) the aggregate
of (a) its Servicing Fee up to a maximum of 0.01% per annum for the related
Distribution Date with respect to each and every
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Mortgage Loan and REO Mortgage Loan for which such Servicing Fees are being paid
in such Collection Period and (b) all Prepayment Interest Excesses and net
investment earnings on the Prepayment Interest Excesses; provided that if any
Prepayment Interest Shortfall occurs as a result of the Master Servicer's
allowing the borrower to deviate from the terms of the related Mortgage Loan
documents, the Master Servicer will be required to pay an amount equal to the
entire Prepayment Interest Shortfall with respect to that Mortgage Loan. No
compensating interest payments will be made by the Master Servicer for any
Non-Serviced Loans and no Master Servicer under the 2005-GG5 Pooling and
Servicing Agreement will be required to make Compensating Interest Payments on
any Non-Serviced Loan.
SUBORDINATION
As a means of providing a certain amount of protection to the holders of
the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A and Class
X Certificates against losses associated with delinquent and defaulted Mortgage
Loans, the rights of the holders of the Class A-M, Class A-J, Class B, Class C,
Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class O, Class P, Class Q and Class S Certificates to receive
distributions of interest and principal, as applicable, will be subordinated to
such rights of the holders of the Class A-1, Class A-2, Class A-3, Class A-AB,
Class A-4, Class A-1A and Class X Certificates. The Class A-M Certificates will
likewise be protected by the subordination of the Class A-J, Class B, Class C,
Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class O, Class P, Class Q and Class S Certificates. The Class A-J
Certificates will likewise be protected by the subordination of the Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O, Class P, Class Q and Class S Certificates. The Class
B Certificates will likewise be protected by the subordination of the Class C,
Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class O, Class P, Class Q and Class S Certificates. The Class C
Certificates will likewise be protected by the subordination of the Class D,
Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class O, Class P, Class Q and Class S Certificates. The Class D Certificates
will likewise be protected by the subordination of the Class E, Class F, Class
G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class
Q and Class S Certificates. The Class E Certificates will likewise be protected
by the subordination of Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O, Class P, Class Q and Class S Certificates. The Class
F Certificates will likewise be protected by the subordination of the Class G,
Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q
and Class S Certificates.
On and after the Cross Over Date has occurred, allocation of principal
will be made to the (a) Class A-1, (b) Class A-2, (c) Class A-3, (d) Class A-AB,
(e) Class A-4 and (f) Class A-1A Certificates, pro rata until their Certificate
Principal Amounts have been reduced to zero without regard to the planned
principal balance of the Class A-AB Certificates. Prior to the Cross-Over Date,
allocation of principal will be made as described under "--Distributions" above.
Allocation to the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4 and
Class A-1A Certificates, for so long as they are outstanding, of the entire
Principal Distribution Amount with respect to the related Loan Group for each
Distribution Date will have the effect of reducing the aggregate Certificate
Principal Amounts of the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4
and Class A-1A Certificates at a proportionately faster rate than the rate at
which the aggregate Stated Principal Balance of the pool of Mortgage Loans will
decline. Therefore, as principal is distributed to the holders of the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4 and Class A-1A Certificates, the
percentage interest in the trust fund evidenced by the Class A-1, Class A-2,
Class A-3, Class A-AB, Class A-4 and Class A-1A Certificates will be decreased
(with a corresponding increase in the percentage interest in the trust fund
evidenced by the Sequential Pay Certificates other than the Class A
Certificates), thereby increasing, relative to their respective Certificate
Principal Amounts, the subordination afforded the Class A-1, Class A-2, Class
A-3, Class A-AB, Class A-4 and Class A-1A Certificates by the Sequential Pay
Certificates other than the Class A Certificates.
Additionally, on and after the Cross Over Date, losses will be applied to
the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4 and Class A-1A
Certificates, pro rata.
This subordination will be effected in two ways: (i) by the preferential
right of the holders of a Class of Certificates to receive on any Distribution
Date the amounts of interest and principal distributable on their Certificates
prior to any distribution being made on such Distribution Date in respect of any
Classes of
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Certificates subordinate to that other Class and (ii) by the allocation of
Realized Losses: first, to the Class S Certificates; second, to the Class Q
Certificates; third, to the Class P Certificates; fourth, to the Class O
Certificates; fifth, to the Class N Certificates; sixth, to the Class M
Certificates; seventh, to the Class L Certificates; eighth, to the Class K
Certificates; ninth, to the Class J Certificates; tenth, to the Class H
Certificates; eleventh, to the Class G Certificates; twelfth, to the Class F
Certificates; thirteenth, to the Class E Certificates; fourteenth, to the Class
D Certificates; fifteenth, to the Class C Certificates; sixteenth, to the Class
B Certificates; seventeenth, to the Class A-J Certificates; eighteenth, to the
Class A-M Certificates and, finally, to the Class A-1, Class A-2, Class A-3,
Class A-AB, Class A-4 and Class A-1A Certificates, pro rata, based on their
respective Certificate Principal Amounts without regard to the Class A-AB
Planned Principal Balance and regardless of Loan Groups. No other form of credit
enhancement will be available with respect to any Class of Offered Certificates.
APPRAISAL REDUCTIONS
After an Appraisal Reduction Event has occurred, an Appraisal Reduction is
required to be calculated. An "Appraisal Reduction Event" will occur on the
earliest of:
o the date on which a modification of the Mortgage Loan that, among
other things, reduces the amount of Monthly Payments on a Mortgage
Loan, or changes any other material economic term of the Mortgage
Loan or impairs the security of the Mortgage Loan, becomes effective
as a result of a modification of the related Mortgage Loan following
the occurrence of a Servicing Transfer Event,
o that date on which the Mortgage Loan is 60 days or more delinquent
in respect of any scheduled monthly debt service payment (other than
a balloon payment),
o that date on which the Mortgage Loan that is delinquent in respect
of its balloon payment has been (A) 20 days delinquent (except as
described in clause B below), or (B) if the related borrower has
delivered a refinancing commitment acceptable to the Special
Servicer prior to the date the balloon payment was due, 30 days
delinquent,
o that date on which the related Mortgaged Property became an REO
Property,
o the 60th day after a receiver or similar official is appointed (and
continues in that capacity) in respect of the related Mortgaged
Property,
o the 60th day after the date the related borrower is subject to a
bankruptcy, insolvency or similar proceedings (if not dismissed
within those 60 days), or
o the date on which the Mortgage Loan remains outstanding five (5)
years following any extension of its maturity date pursuant to the
Pooling and Servicing Agreement.
No Appraisal Reduction Event may occur at any time when the aggregate
Certificate Principal Amount of all classes of Certificates (other than the
Class A Certificates) has been reduced to zero.
Within 60 days of an Appraisal Reduction Event with respect to a Mortgage
Loan, the Special Servicer is required to obtain an appraisal of the related
Mortgaged Property from an independent MAI-designated appraiser, provided that
if the Mortgage Loan has a principal balance of less than $2,000,000 at that
time, a desktop estimation of value may be substituted for the required
appraisal. No appraisal will be required if an appraisal was obtained within the
prior twelve months unless the Special Servicer determines that such appraisal
is materially inaccurate. The cost of the appraisal will be advanced by the
Master Servicer and will be reimbursed to the Master Servicer as a Property
Advance.
On the first Determination Date occurring on or after the delivery of the
appraisal or the completion of the desktop estimation, the Special Servicer will
be required to calculate the Appraisal Reduction, if any, taking into account
the results of such appraisal or valuation. In the event that the Special
Servicer has not received any required appraisal within 120 days after the event
described in the definition of Appraisal Reduction Event (without regard to the
time period set forth in the definition), the amount of the Appraisal
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Reduction will be deemed to be an amount, calculated as of the Determination
Date immediately succeeding the date on which the appraisal is obtained, to be
an amount equal to 25% of the current Stated Principal Balance of the related
Mortgage Loan until the appraisal is received.
The "Appraisal Reduction" for any Distribution Date and for any Mortgage
Loan (including a Serviced Whole Loan) as to which any Appraisal Reduction Event
has occurred and the Appraisal Reduction is required to be calculated will be
equal to the excess of (a) the Stated Principal Balance of that Mortgage Loan
(or Serviced Whole Loan) over (b) the excess of (1) the sum of (i) 90% of the
appraised value of the related Mortgaged Property as determined by the appraisal
or desktop estimation, minus such downward adjustments as the Special Servicer,
in accordance with the Servicing Standard, may make (without implying any
obligation to do so) based upon the Special Servicer's review of the appraisal
and such other information as the Special Servicer may deem appropriate and (ii)
all escrows, letters of credit and reserves in respect of such Mortgage Loan (or
Serviced Whole Loan) as of the date of calculation over (2) the sum as of the
Due Date occurring in the month of the date of determination of (A) to the
extent not previously advanced by the Master Servicer or the Trustee, all unpaid
interest on that Mortgage Loan (or Serviced Whole Loan) at a per annum rate
equal to the Mortgage Rate, (B) all unreimbursed Advances and interest on those
Advances at the Advance Rate in respect of that Mortgage Loan (or Serviced Whole
Loan) and (C) all currently due and unpaid real estate taxes and assessments,
insurance premiums and ground rents, unpaid Special Servicing Fees and all other
amounts due and unpaid under the Mortgage Loan (or Serviced Whole Loan) (which
tax, premiums, ground rents and other amounts have not been the subject of an
Advance by the Master Servicer or Trustee, as applicable). The Master Servicer
will be entitled to conclusively rely on the Special Servicer's calculation or
determination of any Appraisal Reduction amount.
Pursuant to the 2005-GG5 Pooling and Servicing Agreement, similar but not
identical events to those described in the definition of Appraisal Reduction
Event will require the calculation of a similar "appraisal reduction amount"
under the 2005-GG5 Pooling and Servicing Agreement, which will be applied pro
rata among (i) the Maryland Multifamily Portfolio Loan and the Maryland
Multifamily Portfolio Pari Passu Companion Loan, (ii) the JQH Hotel Portfolio B3
Loan and the JQH Hotel Portfolio B3 Pari Passu Companion Loan, and (iii) the
Shaner Hotel Portfolio Loan and the Shaner Hotel Portfolio Pari Passu Companion
Loan.
With respect to each Serviced Whole Loan with a Subordinate Companion
Loan, Appraisal Reductions will be calculated based on the outstanding principal
balance of the Mortgage Loan and the related Subordinate Companion Loans, and
all resulting Appraisal Reductions will be allocated first to the Subordinate
Companion Loan and then to the related Mortgage Loan (and Pari Passu Companion
Loans, if applicable).
As a result of calculating one or more Appraisal Reductions, the amount of
any required P&I Advance will be reduced, which will have the effect of reducing
the amount of interest available to the most subordinate Class of Certificates
then outstanding (i.e., first to the Class S Certificates, then to the Class Q
Certificates, then to the Class P Certificates, then to the Class O
Certificates, then to the Class N Certificates, then to the Class M
Certificates, then to the Class L Certificates, then to the Class K
Certificates, then to the Class J Certificates, then to the Class H
Certificates, then to the Class G Certificates, then to the Class F
Certificates, then to the Class E Certificates, then to the Class D
Certificates, then to the Class C Certificates, then to the Class B
Certificates, then to the Class A-J Certificates and then to the Class A-M
Certificates. See "The Pooling and Servicing Agreement--Advances" in this
prospectus supplement.
With respect to each Mortgage Loan or Serviced Whole Loan as to which an
Appraisal Reduction has occurred (unless the Mortgage Loan or Serviced Whole
Loan has become a Corrected Mortgage Loan (if a Servicing Transfer Event had
occurred with respect to the related Mortgage Loan or Serviced Whole Loan) and
remained current for three consecutive Monthly Payments, and no other Appraisal
Reduction Event has occurred with respect to the Mortgage Loan or Serviced Whole
Loan during the preceding three months), the Special Servicer is required,
within 30 days of each annual anniversary of the related Appraisal Reduction
Event to order an appraisal (which may be an update of a prior appraisal), the
cost of which will be a Property Advance, or to conduct a desktop estimation, as
applicable. Based upon the
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appraisal or desktop estimation, the Special Servicer is required to redetermine
the recalculation amount of the Appraisal Reduction with respect to the Mortgage
Loan or Serviced Whole Loan.
Any Mortgage Loan or Serviced Whole Loan previously subject to an
Appraisal Reduction which becomes current and remains current for three
consecutive Monthly Payments, and with respect to which no other Appraisal
Reduction Event has occurred and is continuing, will no longer be subject to an
Appraisal Reduction.
DELIVERY, FORM AND DENOMINATION
The Offered Certificates will be issued, maintained and transferred in the
book-entry form only in denominations of $10,000 initial Certificate Principal
Amount, and in multiples of $1 in excess of $10,000.
The Offered Certificates will initially be represented by one or more
global Certificates for each such Class registered in the name of the nominee of
The Depository Trust Company ("DTC"). The Depositor has been informed by DTC
that DTC's nominee will be Cede & Co. No holder of an Offered Certificate (a
"Certificateholder") will be entitled to receive a certificate issued in fully
registered, certificated form (each, a "Definitive Certificate") representing
its interest in such Class, except under the limited circumstances described
below under "--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
holders of Offered Certificates through its participating organizations
(together with Clearstream Banking, societe anonyme ("Clearstream") and
Euroclear Bank, as operator of the Euroclear System ("Euroclear") participating
organizations, the "Participants"), and all references in this prospectus
supplement to payments, notices, reports, statements and other information to
holders of 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 holders of Offered Certificates through its
Participants in accordance with DTC procedures.
Until Definitive Certificates are issued in respect of the Offered
Certificates, interests in the Offered Certificates will be transferred on the
book-entry records of DTC and its Participants. The Trustee will initially serve
as certificate registrar (in such capacity, the "Certificate Registrar") for
purposes of recording and otherwise providing for the registration of the
Offered Certificates.
BOOK-ENTRY REGISTRATION
Holders of Offered Certificates may hold their Certificates through DTC
(in the United States) or Clearstream or Euroclear (in Europe) if they are
Participants of such system, or indirectly through organizations that are
participants in such systems. Clearstream and Euroclear will hold omnibus
positions on behalf of the Clearstream Participants and the Euroclear
Participants, respectively, through customers' securities accounts in
Clearstream's and Euroclear's names on the books of their respective
depositories (collectively, the "Depositories") which in turn will hold such
positions in customers' securities accounts in the Depositories' names on the
books of DTC. DTC is a limited purpose trust company organized under the New
York Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code and a "clearing
agency" registered pursuant to Section 17A of the Securities Exchange Act of
1934, as amended. DTC was created to hold securities for its Participants and to
facilitate the clearance and settlement of securities transactions between
Participants through electronic computerized book-entries, thereby eliminating
the need for physical movement of certificates. Participants include securities
brokers and dealers, banks, trust companies and clearing corporations. Indirect
access to the DTC system is also available to others such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a Participant, either directly or indirectly ("Indirect
Participants").
Transfers between DTC Participants will occur in accordance with DTC
rules. Transfers between Clearstream Participants and Euroclear Participants
will occur in accordance with their applicable rules and operating procedures.
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Cross-market transfers between persons holding directly or indirectly
through DTC, on the one hand, and directly through Clearstream Participants or
Euroclear Participants, on the other, will be effected in DTC in accordance with
DTC rules on behalf of the relevant European international clearing system by
its Depository; however, 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. If the
transaction complies with all relevant requirements, Euroclear or Clearstream,
as the case may be, will then deliver instructions to the Depository to take
action to effect final settlement on its behalf.
Because of time-zone differences, it is possible that credits of
securities in Clearstream or Euroclear as a result of a transaction with a DTC
Participant will be made during the subsequent securities settlement processing,
dated the business day following the DTC settlement date, and such credits or
any transactions in such securities settled during such processing will be
reported to the relevant Clearstream Participant or Euroclear Participant on
such business day. Cash received in Clearstream or Euroclear as a result of
sales of securities by or through a Clearstream Participant or a Euroclear
Participant to a DTC Participant will be received with value on the DTC
settlement date but, due to time zone differences may be available in the
relevant Clearstream or Euroclear cash account only as of the business day
following settlement in DTC.
The holders of Offered Certificates that are not Participants or Indirect
Participants but desire to purchase, sell or otherwise transfer ownership of, or
other interests in, Offered Certificates may do so only through Participants and
Indirect Participants. In addition, holders of Offered Certificates will receive
all distributions of principal and interest from the Trustee through the
Participants who in turn will receive them from DTC. Under a book-entry format,
holders of Offered Certificates may experience some delay in their receipt of
payments, since such payments will be forwarded by the Trustee to Cede & Co., as
nominee for DTC. DTC will forward such payments to its Participants, which
thereafter will forward them to Indirect Participants or beneficial owners of
Offered Certificates ("Certificate Owners"). Except as otherwise provided under
"The Pooling and Servicing Agreement--Reports to Certificateholders; Available
Information" in this prospectus supplement, Certificate Owners will not be
recognized by the Trustee, the Special Servicer or the Master Servicer as
holders of record of Certificates and Certificate Owners will be permitted to
receive information furnished to Certificateholders and to exercise the rights
of Certificateholders only indirectly through DTC and its Participants and
Indirect Participants.
Under the rules, regulations and procedures creating and affecting DTC and
its operations (the "Rules"), DTC is required to make book-entry transfers of
Offered Certificates among Participants on whose behalf it acts with respect to
the Offered Certificates and to receive and transmit distributions of principal
of, and interest on, the Offered Certificates. Participants and Indirect
Participants with which the Certificate Owners have accounts with respect to the
Offered Certificates similarly are required to make book-entry transfers and
receive and transmit such payments on behalf of their respective Certificate
Owners. Accordingly, although the Certificate Owners will not possess the
Offered Certificates, the Rules provide a mechanism by which Certificate Owners
will receive payments on Offered Certificates and will be able to transfer their
interest.
Because DTC can only act on behalf of Participants, who in turn act on
behalf of Indirect Participants and certain banks, the ability of a holder of
Offered Certificates to pledge such Certificates to persons or entities that do
not participate in the DTC system, or to otherwise act with respect to such
Certificates, may be limited due to the lack of a physical certificate for such
Certificates.
DTC has advised the Depositor that it will take any action permitted to be
taken by a holder of an Offered Certificate under the Pooling and Servicing
Agreement only at the direction of one or more Participants to whose accounts
with DTC the Offered Certificates are credited. DTC may take conflicting actions
with respect to other undivided interests to the extent that such actions are
taken on behalf of Participants whose holdings include such undivided interests.
Although DTC, Euroclear and Clearstream have implemented the foregoing
procedures in order to facilitate transfers of interests in book-entry
certificates among Participants of DTC, Euroclear and Clearstream, they are
under no obligation to perform or to continue to comply with such procedures,
and such procedures may be discontinued at any time. None of the Depositor, the
Trustee, the Master
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Servicer, the Special Servicer or the Underwriters will have any responsibility
for the performance by DTC, Euroclear or Clearstream or their respective direct
or Indirect Participants of their respective obligations under the rules and
procedures governing their operations. The information in this prospectus
supplement concerning DTC, Clearstream and Euroclear and their book-entry
systems has been obtained from sources believed to be reliable, but the
Depositor takes no responsibility for the accuracy or completeness of this
information.
DEFINITIVE CERTIFICATES
Definitive Certificates will be delivered to Certificate Owners or their
nominees, respectively, only if (i) DTC is no longer willing or able properly to
discharge its responsibilities as depository with respect to the Offered
Certificates, and the Depositor is unable to locate a qualified successor, (ii)
the Depositor notifies DTC of its intent to terminate the book-entry system
through DTC and, upon receipt of notice of such intent from DTC, the DTC
Participants holding beneficial interests in the Certificates agree to initiate
such termination, or (iii) after the occurrence of an Event of Default under the
Pooling and Servicing Agreement, Certificate Owners representing a majority in
principal amount of the Offered Certificates of any Class then outstanding
advise DTC through DTC Participants in writing that the continuation of a
book-entry system through DTC (or a successor thereto) is no longer in the best
interest of such Certificate Owners. Upon the occurrence of any of these events,
DTC is required to notify all affected DTC Participants of the availability
through DTC of Definitive Certificates. Upon delivery of Definitive
Certificates, the Trustee, Certificate Registrar and Master Servicer will
recognize the holders of such Definitive Certificates as holders under the
Pooling and Servicing Agreement. Distributions of principal of and interest on
the Definitive Certificates will be made by the Trustee directly to holders of
Definitive Certificates in accordance with the procedures set forth in the
prospectus and the Pooling and Servicing Agreement.
YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS
YIELD
The yield to maturity on the Offered Certificates will depend upon the
price paid by the Certificateholders, the rate and timing of the distributions
in reduction of Certificate Principal Amounts of the related Classes of
Certificates, the extent to which prepayment premiums and yield maintenance
charges allocated to a Class of Certificates are collected, 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 Principal Amounts of such Classes
of Certificates, as well as prevailing interest rates at the time of payment or
loss realization.
The rate of distributions in reduction of the Certificate Principal Amount
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 and the severity of losses occurring upon a
default and, with respect to the Class A-1, Class A-2, Class A-3, Class A-AB,
Class A-4 and Class A-1A Certificates, on the Mortgage Loans in the related Loan
Group. While voluntary prepayments of Mortgage Loans are generally prohibited
during applicable prepayment lockout periods, effective prepayments may occur if
a sufficiently significant portion of the Mortgaged Property is lost due to
casualty or condemnation. In addition, such distributions in reduction of
Certificate Principal Amount may result from repurchases of Mortgage Loans made
by the Loan Sellers due to missing or defective documentation or breaches of
representations and warranties with respect to the Mortgage Loans as described
in this prospectus supplement under "Description of the Mortgage
Pool--Representations and Warranties" and "--Cures and Repurchases", purchases
of the Mortgage Loans in the manner described under "The Pooling and Servicing
Agreement--Optional Termination; Optional Mortgage Loan Purchase" in this
prospectus supplement or the exercise of purchase options by the holder of a
Companion Loan, a mezzanine loan or, in the case of certain loans, other parties
as described in this prospectus supplement in "Description of the Mortgage
Pool--The Whole Loans" and "Top Ten Loan Summaries" on Annex B to this
prospectus supplement. To the extent a Mortgage Loan requires payment of a
prepayment premium or yield maintenance charge in connection with a voluntary
S-142
prepayment, any such prepayment premium or yield maintenance charge generally is
not due in connection with a prepayment due to casualty or condemnation, is not
included in the purchase price of a Mortgage Loan purchased or repurchased due
to a breach of a representation or warranty, and may not be enforceable or
collectible upon a default.
The Certificate Principal Amount of any Class of Offered Certificates may
be reduced without distributions of principal as a result of the occurrence and
allocation of Realized Losses, reducing the maximum amount distributable in
respect of Certificate Principal Amount, if applicable, as well as the amount of
interest that would have accrued on such Certificates in the absence of such
reduction. In general, a Realized Loss occurs when the aggregate principal
balance of a Mortgage Loan is reduced without an equal distribution to
applicable Certificateholders in reduction of the Certificate Principal Amounts
of the Certificates. Realized Losses are likely to occur only in connection with
a default on a Mortgage Loan and the liquidation of the related Mortgaged
Properties, a reduction in the principal balance of a Mortgage Loan by a
bankruptcy court or a recovery by the Master Servicer or Trustee of a
Non-Recoverable Advance on a Distribution Date. Realized Losses will be
allocated to the Certificates (other than the Class X, Class R and Class LR
Certificates) in reverse distribution priority and as more particularly
described in "Description of the Offered Certificates--Subordination" in this
prospectus supplement.
Certificateholders are not entitled to receive distributions of Monthly
Payments when due except to the extent they are either covered by an Advance or
actually received. Consequently, any defaulted Monthly Payment for which no such
Advance is made will tend to extend the weighted average lives of the
Certificates, whether or not a permitted extension of the due 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, geographic,
social and other factors, including the level of mortgage interest rates and the
rate at which borrowers default on their Mortgage Loans. The terms of the
Mortgage Loans (in particular, the term of any prepayment lock-out period, the
extent to which prepayment premiums or yield maintenance charges are due with
respect to any principal prepayments, the right of the mortgagee to apply
condemnation and casualty proceeds to prepay the Mortgage Loan, the availability
of certain rights to defease all or a portion of the Mortgage Loan) may affect
the rate of principal payments on Mortgage Loans, and consequently, the yield to
maturity of the Classes of Offered Certificates. See Annex C-1 hereto for a
description of prepayment lock-out periods, prepayment premiums and yield
maintenance charges.
In addition, because the amount of principal that will be distributed to
the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4 and Class A-1A
Certificates will generally be based upon the particular Loan Group in which the
related Mortgage Loan is deemed to be a part, the yield on the Class A-1, Class
A-2, Class A-3, Class A-AB and Class A-4 Certificates will be particularly
sensitive to prepayments on Mortgage Loans in Loan Group 1 and the yield on the
Class A-1A Certificates will be particularly sensitive to prepayments on
Mortgage Loans in Loan Group 2.
The yield on each of the Class A-2, Class A-AB, Class A-4, Class A-1A and
Class A-M Certificates could (and in the case of each of the Class A-3, Class
A-J, Class B, Class C, Class D, Class E and Class F Certificates will) be
adversely affected if Mortgage Loans with higher interest rates pay faster than
the Mortgage Loans with lower interest rates, since each of the Class A-2, Class
A-AB, Class A-4, Class A-1A and Class A-M Certificates bear interest at a rate
limited by (and each of the Class A-3, Class A-J, Class B, Class C, Class D,
Class E and Class F Certificates bear interest at a rate based on) the WAC Rate.
The Pass-Through Rates on those Classes of Certificates may be adversely
affected as a result of a decrease in the WAC Rate even if principal prepayments
do not occur.
The timing of changes in the rate of prepayment 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, the greater the effect on such
investor's yield to maturity. As a result, the effect on such investor's yield
of principal payments occurring at a rate higher (or lower) than the rate
S-143
anticipated by the investor during the period immediately following the issuance
of the Offered Certificates would not be fully offset by a subsequent like
reduction (or increase) in the rate of principal payments.
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. 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.
In general, with respect to any Class of Offered Certificates that is
purchased at a premium, if principal distributions occur at a rate faster than
anticipated at the time of purchase, the investor's actual yield to maturity
will be lower than that assumed at the time of purchase. Conversely, if a Class
of Offered Certificates is purchased at a discount and principal distributions
occur at a rate slower than that assumed at the time of purchase, the investor's
actual yield to maturity will be lower than that assumed at the time of
purchase.
An investor should consider the risk that rapid rates of prepayments on
the Mortgage Loans, and therefore of amounts distributable in reduction of the
Certificate Principal Amount of 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 such amounts distributed to it may be lower than the
applicable Pass-Through Rate. Conversely, slower rates of prepayments on the
Mortgage Loans, and therefore, of amounts distributable in reduction of
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 effective yield to holders of Offered Certificates will be lower than
the yield otherwise produced by the applicable Pass-Through Rate and applicable
purchase prices because while interest will accrue during each Interest Accrual
Period, the distribution of such interest will not be made until the
Distribution Date immediately following such Interest Accrual Period, and
principal paid on any Distribution Date will not bear interest during the period
from the end of such Interest Accrual Period to the Distribution Date that
follows.
The "Rated Final Distribution Date" for each Class of Offered Certificates
will be April 2038, the first Distribution Date after the 24th month following
the longest amortization period, for any Mortgage Loan.
WEIGHTED AVERAGE LIFE OF THE OFFERED CERTIFICATES
Weighted average life refers to the average amount of time from the date
of issuance of a security until each dollar of principal of such security will
be repaid to the investor. The weighted average life of the Offered Certificates
will be influenced by the rate at which principal payments (including scheduled
payments, principal prepayments and payments made pursuant to any applicable
policies of insurance) on the Mortgage Loans are made. Principal payments on the
Mortgage Loans may be in the form of scheduled amortization or prepayments (for
this purpose, the term prepayment includes prepayments, partial prepayments and
liquidations due to a default or other dispositions of the Mortgage Loans).
S-144
Calculations reflected in the following tables assume that the Mortgage
Loans have the characteristics shown on Annexes C-1, C-2 and C-3 to this
prospectus supplement, and are based on the following additional assumptions
("Modeling Assumptions"): (i) each Mortgage Loan is assumed to prepay at the
indicated level of constant prepayment rate ("CPR"), in accordance with a
prepayment scenario in which prepayments occur after expiration of any
applicable lock-out period, defeasance and yield maintenance options, (ii) there
are no delinquencies, (iii) scheduled interest and principal payments, including
balloon payments, on the Mortgage Loans are timely received on their respective
Due Dates (assumed in all cases to be the first day of each month) at the
indicated levels of CPR in accordance with the prepayment scenario set forth in
the tables, (iv) no prepayment premiums or yield maintenance charges are
collected, (v) no party exercises its right of optional termination of the Trust
Fund described in this prospectus supplement or any other purchase option with
respect to a Mortgage Loan described in this prospectus supplement, (vi) no
Mortgage Loan is required to be purchased from the Trust Fund, (vii) the
Administrative Fee Rate for each Mortgage Loan is the rate set forth on Annex
C-1 to this prospectus supplement with respect to each Mortgage Loan, (viii)
there are no Excess Prepayment Interest Shortfalls, other shortfalls unrelated
to defaults or Appraisal Reduction allocated to any class of Offered
Certificates, (ix) distributions on the Certificates are made on the 10th day
(each assumed to be a business day) of each month, commencing in April 2006, (x)
the Certificates will be issued on March 23, 2006, (xi) partial payments on the
Mortgage Loans are permitted, but are assumed not to affect the amortization
term, (xii) the Pass-Through Rate with respect to each Class of Certificates is
as described on page S-10 in this prospectus supplement (including any
applicable footnotes) and (xiii) all prepayments are assumed to be voluntary
prepayments and will not include, without limitation, liquidation proceeds,
condemnation proceeds, insurance proceeds, proceeds from the purchase of a
Mortgage Loan from the Trust Fund and any prepayment that is accepted by the
Master Servicer or the Special Servicer pursuant to a workout, settlement or
loan modification.
The weighted average life of any Class A-1, Class A-2, Class A-3, Class
A-AB, Class A-4, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D,
Class E or Class F Certificate refers to the average amount of time that will
elapse from the date of its issuance until each dollar allocable to principal of
such Certificates is distributed to the investor. The weighted average life of
any such Offered Certificate will be influenced by, among other things, the rate
at which principal on the Mortgage Loans is paid or otherwise collected or
advanced and applied to pay principal of such Offered Certificate. The Principal
Distribution Amount for each Distribution Date will be distributable as
described in "Description of the Offered Certificates--Distributions--Payment
Priorities" in this prospectus supplement.
The following tables indicate the percentage of the initial Certificate
Principal Amount of each Class of Offered Certificates that would be outstanding
after each of the dates shown under each of the indicated prepayment assumptions
and the corresponding weighted average life of each such Class of Offered
Certificates. The tables have been prepared on the basis of, among others, the
Modeling Assumptions. To the extent that the Mortgage Loans or the Certificates
have characteristics that differ from those assumed in preparing the tables, the
Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-M,
Class A-J, Class B, Class C, Class D, Class E Certificates and/or Class F
Certificates may mature earlier or later than indicated by the tables.
Accordingly, the Mortgage Loans will not prepay at any constant rate, and it is
highly unlikely that the Mortgage Loans will prepay in a manner consistent with
the assumptions described in this prospectus supplement. In addition, variations
in the actual prepayment experience and the balance of the Mortgage Loans that
prepay may increase or decrease the percentages of initial Certificate Principal
Amount (and shorten or extend the weighted average lives) shown in the following
tables. Investors are urged to conduct their own analyses of the rates at which
the Mortgage Loans may be expected to prepay.
S-145
PERCENTAGES OF THE INITIAL CERTIFICATE PRINCIPAL AMOUNT OF
THE CLASS A-1 CERTIFICATES AT THE SPECIFIED CPRS
0% CPR DURING LOCKOUT, DEFEASANCE, YIELD MAINTENANCE --
OTHERWISE AT INDICATED CPR
PREPAYMENT ASSUMPTION (CPR)
-------------------------------------------------------------
DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- --------------------------------------------- -------- -------- -------- -------- --------
Closing Date ................................ 100% 100% 100% 100% 100%
March 10, 2007 .............................. 91% 91% 91% 91% 91%
March 10, 2008 .............................. 80% 80% 80% 80% 80%
March 10, 2009 .............................. 58% 58% 58% 58% 58%
March 10, 2010 .............................. 28% 17% 4% 0% 0%
March 10, 2011 and thereafter ............... 0% 0% 0% 0% 0%
Weighted Average Life (in years) ............ 3.01 2.96 2.92 2.89 2.86
First Principal Payment Date ................ Apr 2006 Apr 2006 Apr 2006 Apr 2006 Apr 2006
Last Principal Payment Date ................. Jun 2010 Jun 2010 Apr 2010 Feb 2010 Dec 2009
PERCENTAGES OF THE INITIAL CERTIFICATE PRINCIPAL AMOUNT OF
THE CLASS A-2 CERTIFICATES AT THE SPECIFIED CPRS
0% CPR DURING LOCKOUT, DEFEASANCE, YIELD MAINTENANCE --
OTHERWISE AT INDICATED CPR
PREPAYMENT ASSUMPTION (CPR)
-------------------------------------------------------------
DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- --------------------------------------------- -------- -------- -------- -------- --------
Closing Date................................. 100% 100% 100% 100% 100%
March 10, 2007............................... 100% 100% 100% 100% 100%
March 10, 2008............................... 100% 100% 100% 100% 100%
March 10, 2009............................... 100% 100% 100% 100% 100%
March 10, 2010............................... 100% 100% 100% 98% 91%
March 10, 2011 and thereafter................ 0% 0% 0% 0% 0%
Weighted Average Life (in years)............. 4.72 4.70 4.69 4.66 4.44
First Principal Payment Date................. Jun 2010 Jun 2010 Apr 2010 Feb 2010 Dec 2009
Last Principal Payment Date.................. Mar 2011 Mar 2011 Mar 2011 Mar 2011 Mar 2011
S-146
PERCENTAGES OF THE INITIAL CERTIFICATE PRINCIPAL AMOUNT OF
THE CLASS A-3 CERTIFICATES AT THE SPECIFIED CPRS
0% CPR DURING LOCKOUT, DEFEASANCE, YIELD MAINTENANCE --
OTHERWISE AT INDICATED CPR
PREPAYMENT ASSUMPTION (CPR)
-------------------------------------------------------------
DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- --------------------------------------------- -------- -------- -------- -------- --------
Closing Date................................. 100% 100% 100% 100% 100%
March 10, 2007............................... 100% 100% 100% 100% 100%
March 10, 2008............................... 100% 100% 100% 100% 100%
March 10, 2009............................... 100% 100% 100% 100% 100%
March 10, 2010............................... 100% 100% 100% 100% 100%
March 10, 2011............................... 100% 100% 100% 100% 100%
March 10, 2012............................... 100% 100% 100% 100% 100%
March 10, 2013 and thereafter................ 0% 0% 0% 0% 0%
Weighted Average Life (in years)............. 6.80 6.79 6.77 6.75 6.57
First Principal Payment Date................. Jan 2013 Oct 2012 Oct 2012 Oct 2012 Oct 2012
Last Principal Payment Date.................. Jan 2013 Jan 2013 Jan 2013 Jan 2013 Nov 2012
PERCENTAGES OF THE INITIAL CERTIFICATE PRINCIPAL AMOUNT OF
THE CLASS A-AB CERTIFICATES AT THE SPECIFIED CPRS
0% CPR DURING LOCKOUT, DEFEASANCE, YIELD MAINTENANCE --
OTHERWISE AT INDICATED CPR
PREPAYMENT ASSUMPTION (CPR)
-------------------------------------------------------------
DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- --------------------------------------------- -------- -------- -------- -------- --------
Closing Date................................. 100% 100% 100% 100% 100%
March 10, 2007............................... 100% 100% 100% 100% 100%
March 10, 2008............................... 100% 100% 100% 100% 100%
March 10, 2009............................... 100% 100% 100% 100% 100%
March 10, 2010............................... 100% 100% 100% 100% 100%
March 10, 2011............................... 100% 100% 100% 100% 100%
March 10, 2012............................... 83% 83% 83% 83% 83%
March 10, 2013............................... 66% 66% 66% 66% 66%
March 10, 2014............................... 33% 33% 33% 33% 33%
March 10, 2015............................... 13% 13% 13% 12% 6%
March 10, 2016 and thereafter................ 0% 0% 0% 0% 0%
Weighted Average Life (in years)............. 7.46 7.44 7.43 7.42 7.38
First Principal Payment Date................. Mar 2011 Mar 2011 Mar 2011 Mar 2011 Mar 2011
Last Principal Payment Date.................. Sep 2015 Jun 2015 May 2015 Apr 2015 Apr 2015
S-147
PERCENTAGES OF THE INITIAL CERTIFICATE PRINCIPAL AMOUNT OF
THE CLASS A-4 CERTIFICATES AT THE SPECIFIED CPRS
0% CPR DURING LOCKOUT, DEFEASANCE, YIELD MAINTENANCE --
OTHERWISE AT INDICATED CPR
PREPAYMENT ASSUMPTION (CPR)
-------------------------------------------------------------
DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- --------------------------------------------- -------- -------- -------- -------- --------
Closing Date................................. 100% 100% 100% 100% 100%
March 10, 2007............................... 100% 100% 100% 100% 100%
March 10, 2008............................... 100% 100% 100% 100% 100%
March 10, 2009............................... 100% 100% 100% 100% 100%
March 10, 2010............................... 100% 100% 100% 100% 100%
March 10, 2011............................... 100% 100% 100% 100% 100%
March 10, 2012............................... 100% 100% 100% 100% 100%
March 10, 2013............................... 100% 100% 100% 100% 100%
March 10, 2014............................... 100% 100% 100% 100% 100%
March 10, 2015............................... 100% 100% 100% 100% 100%
March 10, 2016 and thereafter................ 0% 0% 0% 0% 0%
Weighted Average Life (in years)............. 9.62 9.60 9.57 9.53 9.32
First Principal Payment Date................. Sep 2015 Jun 2015 May 2015 Apr 2015 Apr 2015
Last Principal Payment Date.................. Dec 2015 Dec 2015 Dec 2015 Nov 2015 Sep 2015
PERCENTAGES OF THE INITIAL CERTIFICATE PRINCIPAL AMOUNT OF
THE CLASS A-1A CERTIFICATES AT THE SPECIFIED CPRS
0% CPR DURING LOCKOUT, DEFEASANCE, YIELD MAINTENANCE --
OTHERWISE AT INDICATED CPR
PREPAYMENT ASSUMPTION (CPR)
-------------------------------------------------------------
DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- --------------------------------------------- -------- -------- -------- -------- --------
Closing Date................................. 100% 100% 100% 100% 100%
March 10, 2007............................... 100% 100% 100% 100% 100%
March 10, 2008............................... 100% 100% 100% 100% 100%
March 10, 2009............................... 99% 99% 99% 99% 99%
March 10, 2010............................... 99% 99% 99% 99% 99%
March 10, 2011............................... 98% 98% 97% 97% 94%
March 10, 2012............................... 93% 93% 93% 93% 93%
March 10, 2013............................... 39% 39% 39% 39% 39%
March 10, 2014............................... 38% 38% 38% 38% 38%
March 10, 2015............................... 37% 37% 37% 37% 37%
March 10, 2016 and thereafter................ 0% 0% 0% 0% 0%
Weighted Average Life (in years)............. 7.49 7.48 7.47 7.43 7.25
First Principal Payment Date................. Apr 2006 Apr 2006 Apr 2006 Apr 2006 Apr 2006
Last Principal Payment Date.................. Dec 2015 Dec 2015 Dec 2015 Dec 2015 Oct 2015
S-148
PERCENTAGES OF THE INITIAL CERTIFICATE PRINCIPAL AMOUNT OF
THE CLASS A-M CERTIFICATES AT THE SPECIFIED CPRS
0% CPR DURING LOCKOUT, DEFEASANCE, YIELD MAINTENANCE --
OTHERWISE AT INDICATED CPR
PREPAYMENT ASSUMPTION (CPR)
-------------------------------------------------------------
DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- --------------------------------------------- -------- -------- -------- -------- --------
Closing Date................................. 100% 100% 100% 100% 100%
March 10, 2007............................... 100% 100% 100% 100% 100%
March 10, 2008............................... 100% 100% 100% 100% 100%
March 10, 2009............................... 100% 100% 100% 100% 100%
March 10, 2010............................... 100% 100% 100% 100% 100%
March 10, 2011............................... 100% 100% 100% 100% 100%
March 10, 2012............................... 100% 100% 100% 100% 100%
March 10, 2013............................... 100% 100% 100% 100% 100%
March 10, 2014............................... 100% 100% 100% 100% 100%
March 10, 2015............................... 100% 100% 100% 100% 100%
March 10, 2016 and thereafter................ 0% 0% 0% 0% 0%
Weighted Average Life (in years)............. 9.78 9.77 9.75 9.72 9.55
First Principal Payment Date................. Dec 2015 Dec 2015 Dec 2015 Dec 2015 Oct 2015
Last Principal Payment Date.................. Jan 2016 Jan 2016 Jan 2016 Jan 2016 Oct 2015
PERCENTAGES OF THE INITIAL CERTIFICATE PRINCIPAL AMOUNT OF
THE CLASS A-J CERTIFICATES AT THE SPECIFIED CPRS
0% CPR DURING LOCKOUT, DEFEASANCE, YIELD MAINTENANCE --
OTHERWISE AT INDICATED CPR
PREPAYMENT ASSUMPTION (CPR)
-------------------------------------------------------------
DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- --------------------------------------------- -------- -------- -------- -------- --------
Closing Date................................. 100% 100% 100% 100% 100%
March 10, 2007............................... 100% 100% 100% 100% 100%
March 10, 2008............................... 100% 100% 100% 100% 100%
March 10, 2009............................... 100% 100% 100% 100% 100%
March 10, 2010............................... 100% 100% 100% 100% 100%
March 10, 2011............................... 100% 100% 100% 100% 100%
March 10, 2012............................... 100% 100% 100% 100% 100%
March 10, 2013............................... 100% 100% 100% 100% 100%
March 10, 2014............................... 100% 100% 100% 100% 100%
March 10, 2015............................... 100% 100% 100% 100% 100%
March 10, 2016 and thereafter................ 0% 0% 0% 0% 0%
Weighted Average Life (in years)............. 9.83 9.82 9.80 9.80 9.55
First Principal Payment Date................. Jan 2016 Jan 2016 Jan 2016 Jan 2016 Oct 2015
Last Principal Payment Date.................. Feb 2016 Feb 2016 Feb 2016 Jan 2016 Oct 2015
S-149
PERCENTAGES OF THE INITIAL CERTIFICATE PRINCIPAL AMOUNT OF
THE CLASS B CERTIFICATES AT THE SPECIFIED CPRS
0% CPR DURING LOCKOUT, DEFEASANCE, YIELD MAINTENANCE --
OTHERWISE AT INDICATED CPR
PREPAYMENT ASSUMPTION (CPR)
-------------------------------------------------------------
DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- --------------------------------------------- -------- -------- -------- -------- --------
Closing Date................................. 100% 100% 100% 100% 100%
March 10, 2007............................... 100% 100% 100% 100% 100%
March 10, 2008............................... 100% 100% 100% 100% 100%
March 10, 2009............................... 100% 100% 100% 100% 100%
March 10, 2010............................... 100% 100% 100% 100% 100%
March 10, 2011............................... 100% 100% 100% 100% 100%
March 10, 2012............................... 100% 100% 100% 100% 100%
March 10, 2013............................... 100% 100% 100% 100% 100%
March 10, 2014............................... 100% 100% 100% 100% 100%
March 10, 2015............................... 100% 100% 100% 100% 100%
March 10, 2016 and thereafter................ 0% 0% 0% 0% 0%
Weighted Average Life (in years)............. 9.88 9.88 9.88 9.80 9.55
First Principal Payment Date................. Feb 2016 Feb 2016 Feb 2016 Jan 2016 Oct 2015
Last Principal Payment Date.................. Feb 2016 Feb 2016 Feb 2016 Jan 2016 Oct 2015
PERCENTAGES OF THE INITIAL CERTIFICATE PRINCIPAL AMOUNT OF
THE CLASS C CERTIFICATES AT THE SPECIFIED CPRS
0% CPR DURING LOCKOUT, DEFEASANCE, YIELD MAINTENANCE --
OTHERWISE AT INDICATED CPR
PREPAYMENT ASSUMPTION (CPR)
-------------------------------------------------------------
DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- --------------------------------------------- -------- -------- -------- -------- --------
Closing Date................................. 100% 100% 100% 100% 100%
March 10, 2007............................... 100% 100% 100% 100% 100%
March 10, 2008............................... 100% 100% 100% 100% 100%
March 10, 2009............................... 100% 100% 100% 100% 100%
March 10, 2010............................... 100% 100% 100% 100% 100%
March 10, 2011............................... 100% 100% 100% 100% 100%
March 10, 2012............................... 100% 100% 100% 100% 100%
March 10, 2013............................... 100% 100% 100% 100% 100%
March 10, 2014............................... 100% 100% 100% 100% 100%
March 10, 2015............................... 100% 100% 100% 100% 100%
March 10, 2016 and thereafter................ 0% 0% 0% 0% 0%
Weighted Average Life (in years)............. 9.88 9.88 9.88 9.81 9.55
First Principal Payment Date................. Feb 2016 Feb 2016 Feb 2016 Jan 2016 Oct 2015
Last Principal Payment Date.................. Feb 2016 Feb 2016 Feb 2016 Feb 2016 Oct 2015
S-150
PERCENTAGES OF THE INITIAL CERTIFICATE PRINCIPAL AMOUNT OF
THE CLASS D CERTIFICATES AT THE SPECIFIED CPRS
0% CPR DURING LOCKOUT, DEFEASANCE, YIELD MAINTENANCE --
OTHERWISE AT INDICATED CPR
PREPAYMENT ASSUMPTION (CPR)
-------------------------------------------------------------
DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- --------------------------------------------- -------- -------- -------- -------- --------
Closing Date................................. 100% 100% 100% 100% 100%
March 10, 2007............................... 100% 100% 100% 100% 100%
March 10, 2008............................... 100% 100% 100% 100% 100%
March 10, 2009............................... 100% 100% 100% 100% 100%
March 10, 2010............................... 100% 100% 100% 100% 100%
March 10, 2011............................... 100% 100% 100% 100% 100%
March 10, 2012............................... 100% 100% 100% 100% 100%
March 10, 2013............................... 100% 100% 100% 100% 100%
March 10, 2014............................... 100% 100% 100% 100% 100%
March 10, 2015............................... 100% 100% 100% 100% 100%
March 10, 2016 and thereafter................ 0% 0% 0% 0% 0%
Weighted Average Life (in years)............. 9.88 9.88 9.88 9.88 9.62
First Principal Payment Date................. Feb 2016 Feb 2016 Feb 2016 Feb 2016 Oct 2015
Last Principal Payment Date.................. Feb 2016 Feb 2016 Feb 2016 Feb 2016 Nov 2015
PERCENTAGES OF THE INITIAL CERTIFICATE PRINCIPAL AMOUNT OF
THE CLASS E CERTIFICATES AT THE SPECIFIED CPRS
0% CPR DURING LOCKOUT, DEFEASANCE, YIELD MAINTENANCE --
OTHERWISE AT INDICATED CPR
PREPAYMENT ASSUMPTION (CPR)
-------------------------------------------------------------
DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- --------------------------------------------- -------- -------- -------- -------- --------
Closing Date................................. 100% 100% 100% 100% 100%
March 10, 2007............................... 100% 100% 100% 100% 100%
March 10, 2008............................... 100% 100% 100% 100% 100%
March 10, 2009............................... 100% 100% 100% 100% 100%
March 10, 2010............................... 100% 100% 100% 100% 100%
March 10, 2011............................... 100% 100% 100% 100% 100%
March 10, 2012............................... 100% 100% 100% 100% 100%
March 10, 2013............................... 100% 100% 100% 100% 100%
March 10, 2014............................... 100% 100% 100% 100% 100%
March 10, 2015............................... 100% 100% 100% 100% 100%
March 10, 2016 and thereafter................ 0% 0% 0% 0% 0%
Weighted Average Life (in years)............. 9.88 9.88 9.88 9.88 9.63
First Principal Payment Date................. Feb 2016 Feb 2016 Feb 2016 Feb 2016 Nov 2015
Last Principal Payment Date.................. Feb 2016 Feb 2016 Feb 2016 Feb 2016 Nov 2015
S-151
PERCENTAGES OF THE INITIAL CERTIFICATE PRINCIPAL AMOUNT OF
THE CLASS F CERTIFICATES AT THE SPECIFIED CPRS
0% CPR DURING LOCKOUT, DEFEASANCE, YIELD MAINTENANCE --
OTHERWISE AT INDICATED CPR
PREPAYMENT ASSUMPTION (CPR)
-------------------------------------------------------------
DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- --------------------------------------------- -------- -------- -------- -------- --------
Closing Date................................. 100% 100% 100% 100% 100%
March 10, 2007............................... 100% 100% 100% 100% 100%
March 10, 2008............................... 100% 100% 100% 100% 100%
March 10, 2009............................... 100% 100% 100% 100% 100%
March 10, 2010............................... 100% 100% 100% 100% 100%
March 10, 2011............................... 100% 100% 100% 100% 100%
March 10, 2012............................... 100% 100% 100% 100% 100%
March 10, 2013............................... 100% 100% 100% 100% 100%
March 10, 2014............................... 100% 100% 100% 100% 100%
March 10, 2015............................... 100% 100% 100% 100% 100%
March 10, 2016 and thereafter................ 0% 0% 0% 0% 0%
Weighted Average Life (in years)............. 9.88 9.88 9.88 9.88 9.63
First Principal Payment Date................. Feb 2016 Feb 2016 Feb 2016 Feb 2016 Nov 2015
Last Principal Payment Date.................. Feb 2016 Feb 2016 Feb 2016 Feb 2016 Nov 2015
PRICE/YIELD TABLES
The tables set forth below show the corporate bond equivalent ("CBE")
yield, weighted average life (as described above under "--Weighted Average Life
of the Offered Certificates") and the period during which principal payments
would be received with respect to each Class of Offered Certificates under the
Modeling Assumptions. Purchase prices set forth below for each such Class of
Offered Certificates are expressed as a percentage of the initial Certificate
Principal Amount of such Class of Certificates, before adding accrued interest.
The yields set forth in the following tables were calculated by
determining the monthly discount rates which, when applied to the assumed stream
of cash flows to be paid on each Class of Offered Certificates, would cause the
discounted present value of such assumed stream of cash flows as of the Closing
Date to equal the assumed purchase prices, plus accrued interest at the
applicable Pass-Through Rate as described in the Modeling Assumptions, from and
including March 1, 2006 to but excluding the Closing Date, and converting such
monthly rates to semi-annual corporate bond equivalent rates. Such calculation
does not take into account variations that may occur in the interest rates at
which investors may be able to reinvest funds received by them as reductions of
the Certificate Principal Amounts of such Classes of Offered Certificates and
consequently does not purport to reflect the return on any investment in such
Classes of Offered Certificates when such reinvestment rates are considered.
S-152
PRE-TAX YIELD TO MATURITY (CBE), WEIGHTED AVERAGE LIFE,
FIRST PRINCIPAL PAYMENT DATE,
LAST PRINCIPAL PAYMENT DATE FOR THE CLASS A-1 CERTIFICATES AT THE SPECIFIED CPRS
0% CPR DURING LOCKOUT, DEFEASANCE, YIELD MAINTENANCE
-- OTHERWISE AT INDICATED CPR
-------------------------------------------------------------------
ASSUMED PRICE (32NDS) 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- -------------------------------------------- ---------- ---------- ---------- ---------- ----------
100-06...................................... 5.358 5.356 5.355 5.354 5.353
100-08...................................... 5.335 5.333 5.331 5.330 5.328
100-10...................................... 5.312 5.309 5.307 5.306 5.304
100-12...................................... 5.289 5.286 5.283 5.282 5.280
100-14...................................... 5.265 5.262 5.259 5.258 5.256
100-16...................................... 5.242 5.239 5.236 5.234 5.232
100-18...................................... 5.219 5.215 5.212 5.210 5.207
100-20...................................... 5.196 5.192 5.188 5.186 5.183
100-22...................................... 5.173 5.169 5.164 5.162 5.159
100-24...................................... 5.150 5.145 5.141 5.138 5.135
100-26...................................... 5.127 5.122 5.117 5.114 5.111
Weighted Average Life (yrs.)................ 3.011 2.962 2.918 2.890 2.863
First Principal Payment Date................ April 2006 April 2006 April 2006 April 2006 April 2006
Last Principal Payment Date................. June 2010 June 2010 April 2010 Feb 2010 Dec 2009
PRE-TAX YIELD TO MATURITY (CBE), WEIGHTED AVERAGE LIFE,
FIRST PRINCIPAL PAYMENT DATE,
LAST PRINCIPAL PAYMENT DATE FOR THE CLASS A-2 CERTIFICATES AT THE SPECIFIED CPRS
0% CPR DURING LOCKOUT, DEFEASANCE, YIELD MAINTENANCE
-- OTHERWISE AT INDICATED CPR
-------------------------------------------------------------------
ASSUMED PRICE (32NDS) 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- -------------------------------------------- ---------- ---------- ---------- ---------- ----------
100-06...................................... 5.489 5.489 5.489 5.488 5.485
100-08...................................... 5.474 5.474 5.473 5.473 5.469
100-10...................................... 5.459 5.458 5.458 5.457 5.453
100-12...................................... 5.443 5.443 5.443 5.442 5.436
100-14...................................... 5.428 5.428 5.427 5.426 5.420
100-16...................................... 5.413 5.412 5.412 5.411 5.404
100-18...................................... 5.397 5.397 5.396 5.395 5.388
100-20...................................... 5.382 5.382 5.381 5.380 5.372
100-22...................................... 5.367 5.366 5.366 5.365 5.356
100-24...................................... 5.351 5.351 5.350 5.349 5.340
100-26...................................... 5.336 5.336 5.335 5.334 5.324
Weighted Average Life (yrs.)................ 4.716 4.704 4.687 4.658 4.441
First Principal Payment Date................ June 2010 June 2010 April 2010 Feb 2010 Dec 2009
Last Principal Payment Date................. Mar 2011 Mar 2011 Mar 2011 Mar 2011 Mar 2011
S-153
PRE-TAX YIELD TO MATURITY (CBE), WEIGHTED AVERAGE LIFE,
FIRST PRINCIPAL PAYMENT DATE,
LAST PRINCIPAL PAYMENT DATE FOR THE CLASS A-3 CERTIFICATES AT THE SPECIFIED CPRS
0% CPR DURING LOCKOUT, DEFEASANCE, YIELD MAINTENANCE
-- OTHERWISE AT INDICATED CPR
-------------------------------------------------------------------
ASSUMED PRICE (32NDS) 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- -------------------------------------------- ---------- ---------- ---------- ---------- ----------
100-06...................................... 5.633 5.633 5.633 5.634 5.633
100-08...................................... 5.622 5.622 5.622 5.622 5.621
100-10...................................... 5.611 5.611 5.611 5.611 5.610
100-12...................................... 5.599 5.599 5.599 5.600 5.598
100-14...................................... 5.588 5.588 5.588 5.588 5.586
100-16...................................... 5.577 5.577 5.577 5.577 5.575
100-18...................................... 5.566 5.566 5.566 5.566 5.563
100-20...................................... 5.554 5.554 5.554 5.554 5.552
100-22...................................... 5.543 5.543 5.543 5.543 5.540
100-24...................................... 5.532 5.532 5.532 5.532 5.528
100-26...................................... 5.521 5.521 5.520 5.520 5.517
Weighted Average Life (yrs.)................ 6.797 6.787 6.774 6.753 6.569
First Principal Payment Date................ Jan 2013 Oct 2012 Oct 2012 Oct 2012 Oct 2012
Last Principal Payment Date................. Jan 2013 Jan 2013 Jan 2013 Jan 2013 Nov 2012
PRE-TAX YIELD TO MATURITY (CBE), WEIGHTED AVERAGE LIFE,
FIRST PRINCIPAL PAYMENT DATE,
LAST PRINCIPAL PAYMENT DATE FOR THE CLASS A-AB CERTIFICATES
AT THE SPECIFIED CPRS
0% CPR DURING LOCKOUT, DEFEASANCE, YIELD MAINTENANCE
-- OTHERWISE AT INDICATED CPR
-------------------------------------------------------------------
ASSUMED PRICE (32NDS) 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- -------------------------------------------- ---------- ---------- ---------- ---------- ----------
100-06...................................... 5.596 5.596 5.596 5.596 5.595
100-08...................................... 5.585 5.585 5.585 5.585 5.585
100-10...................................... 5.575 5.575 5.575 5.575 5.574
100-12...................................... 5.564 5.564 5.564 5.564 5.564
100-14...................................... 5.554 5.554 5.554 5.554 5.553
100-16...................................... 5.543 5.543 5.543 5.543 5.542
100-18...................................... 5.533 5.533 5.533 5.532 5.532
100-20...................................... 5.522 5.522 5.522 5.522 5.521
100-22...................................... 5.512 5.512 5.512 5.511 5.511
100-24...................................... 5.502 5.501 5.501 5.501 5.500
100-26...................................... 5.491 5.491 5.491 5.491 5.490
Weighted Average Life (yrs.)................ 7.457 7.435 7.425 7.417 7.376
First Principal Payment Date................ Mar 2011 Mar 2011 Mar 2011 Mar 2011 Mar 2011
Last Principal Payment Date................. Sep 2015 Jun 2015 May 2015 Apr 2015 Apr 2015
S-154
PRE-TAX YIELD TO MATURITY (CBE), WEIGHTED AVERAGE LIFE,
FIRST PRINCIPAL PAYMENT DATE,
LAST PRINCIPAL PAYMENT DATE FOR THE CLASS A-4 CERTIFICATES AT THE SPECIFIED CPRS
0% CPR DURING LOCKOUT, DEFEASANCE, YIELD MAINTENANCE
-- OTHERWISE AT INDICATED CPR
-------------------------------------------------------------------
ASSUMED PRICE (32NDS) 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- -------------------------------------------- ---------- ---------- ---------- ---------- ----------
100-06...................................... 5.573 5.573 5.573 5.572 5.572
100-08...................................... 5.564 5.564 5.564 5.564 5.563
100-10...................................... 5.556 5.556 5.555 5.555 5.554
100-12...................................... 5.547 5.547 5.547 5.547 5.545
100-14...................................... 5.539 5.539 5.538 5.538 5.537
100-16...................................... 5.530 5.530 5.530 5.529 5.528
100-18...................................... 5.522 5.521 5.521 5.521 5.519
100-20...................................... 5.513 5.513 5.513 5.512 5.510
100-22...................................... 5.505 5.504 5.504 5.504 5.502
100-24...................................... 5.496 5.496 5.496 5.495 5.493
100-26...................................... 5.488 5.487 5.487 5.487 5.484
Weighted Average Life (yrs.)................ 9.624 9.603 9.573 9.530 9.316
First Principal Payment Date................ Sep 2015 Jun 2015 May 2015 April 2015 April 2015
Last Principal Payment Date................. Dec 2015 Dec 2015 Dec 2015 Nov 2015 Sep 2015
PRE-TAX YIELD TO MATURITY (CBE), WEIGHTED AVERAGE LIFE,
FIRST PRINCIPAL PAYMENT DATE,
LAST PRINCIPAL PAYMENT DATE FOR THE CLASS A-1A CERTIFICATES
AT THE SPECIFIED CPRS
0% CPR DURING LOCKOUT, DEFEASANCE, YIELD MAINTENANCE
-- OTHERWISE AT INDICATED CPR
-------------------------------------------------------------------
ASSUMED PRICE (32NDS) 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- -------------------------------------------- ---------- ---------- ---------- ---------- ----------
100-06...................................... 5.566 5.566 5.566 5.565 5.564
100-08...................................... 5.555 5.555 5.555 5.555 5.553
100-10...................................... 5.545 5.545 5.544 5.544 5.543
100-12...................................... 5.534 5.534 5.534 5.534 5.532
100-14...................................... 5.524 5.524 5.523 5.523 5.521
100-16...................................... 5.513 5.513 5.513 5.513 5.510
100-18...................................... 5.503 5.503 5.502 5.502 5.499
100-20...................................... 5.492 5.492 5.492 5.491 5.489
100-22...................................... 5.482 5.482 5.481 5.481 5.478
100-24...................................... 5.471 5.471 5.471 5.470 5.467
100-26...................................... 5.461 5.461 5.461 5.460 5.457
Weighted Average Life (yrs.)................ 7.494 7.482 7.467 7.431 7.246
First Principal Payment Date................ April 2006 April 2006 April 2006 April 2006 April 2006
Last Principal Payment Date................. Dec 2015 Dec 2015 Dec 2015 Dec 2015 Oct 2015
S-155
PRE-TAX YIELD TO MATURITY (CBE), WEIGHTED AVERAGE LIFE,
FIRST PRINCIPAL PAYMENT DATE,
LAST PRINCIPAL PAYMENT DATE FOR THE CLASS A-M CERTIFICATES AT THE SPECIFIED CPRS
0% CPR DURING LOCKOUT, DEFEASANCE, YIELD MAINTENANCE
-- OTHERWISE AT INDICATED CPR
-------------------------------------------------------------------
ASSUMED PRICE (32NDS) 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- -------------------------------------------- ---------- ---------- ---------- ---------- ----------
100-06...................................... 5.634 5.634 5.634 5.634 5.633
100-08...................................... 5.626 5.626 5.626 5.626 5.624
100-10...................................... 5.618 5.617 5.617 5.617 5.616
100-12...................................... 5.609 5.609 5.609 5.609 5.607
100-14...................................... 5.601 5.601 5.600 5.600 5.598
100-16...................................... 5.592 5.592 5.592 5.592 5.590
100-18...................................... 5.584 5.584 5.584 5.583 5.581
100-20...................................... 5.575 5.575 5.575 5.575 5.572
100-22...................................... 5.567 5.567 5.567 5.566 5.564
100-24...................................... 5.558 5.558 5.558 5.558 5.555
100-26...................................... 5.550 5.550 5.550 5.549 5.547
Weighted Average Life (yrs.)................ 9.783 9.769 9.751 9.723 9.547
First Principal Payment Date................ Dec 2015 Dec 2015 Dec 2015 Dec 2015 Oct 2015
Last Principal Payment Date................. Jan 2016 Jan 2016 Jan 2016 Jan 2016 Oct 2015
PRE-TAX YIELD TO MATURITY (CBE), WEIGHTED AVERAGE LIFE,
FIRST PRINCIPAL PAYMENT DATE,
LAST PRINCIPAL PAYMENT DATE FOR THE CLASS A-J CERTIFICATES AT THE SPECIFIED CPRS
0% CPR DURING LOCKOUT, DEFEASANCE, YIELD MAINTENANCE
-- OTHERWISE AT INDICATED CPR
-------------------------------------------------------------------
ASSUMED PRICE (32NDS) 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- -------------------------------------------- ---------- ---------- ---------- ---------- ----------
100-06...................................... 5.684 5.684 5.685 5.685 5.683
100-08...................................... 5.676 5.676 5.676 5.677 5.675
100-10...................................... 5.667 5.668 5.668 5.668 5.666
100-12...................................... 5.659 5.659 5.659 5.660 5.657
100-14...................................... 5.650 5.651 5.651 5.651 5.649
100-16...................................... 5.642 5.642 5.642 5.643 5.640
100-18...................................... 5.634 5.634 5.634 5.634 5.632
100-20...................................... 5.625 5.625 5.626 5.626 5.623
100-22...................................... 5.617 5.617 5.617 5.617 5.614
100-24...................................... 5.608 5.608 5.609 5.609 5.606
100-26...................................... 5.600 5.600 5.600 5.600 5.597
Weighted Average Life (yrs.)................ 9.833 9.820 9.803 9.797 9.547
First Principal Payment Date................ Jan 2016 Jan 2016 Jan 2016 Jan 2016 Oct 2015
Last Principal Payment Date................. Feb 2016 Feb 2016 Feb 2016 Jan 2016 Oct 2015
S-156
PRE-TAX YIELD TO MATURITY (CBE), WEIGHTED AVERAGE LIFE,
FIRST PRINCIPAL PAYMENT DATE,
LAST PRINCIPAL PAYMENT DATE FOR THE CLASS B CERTIFICATES AT THE SPECIFIED CPRS
0% CPR DURING LOCKOUT, DEFEASANCE, YIELD MAINTENANCE
-- OTHERWISE AT INDICATED CPR
-------------------------------------------------------------------
ASSUMED PRICE (32NDS) 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- -------------------------------------------- ---------- ---------- ---------- ---------- ----------
100-03+..................................... 5.726 5.726 5.726 5.727 5.726
100-05+..................................... 5.718 5.718 5.718 5.719 5.717
100-07+..................................... 5.709 5.709 5.710 5.710 5.708
100-09+..................................... 5.701 5.701 5.701 5.702 5.700
100-11+..................................... 5.692 5.692 5.693 5.693 5.691
100-13+..................................... 5.684 5.684 5.684 5.685 5.682
100-15+..................................... 5.675 5.676 5.676 5.676 5.674
100-17+..................................... 5.667 5.667 5.667 5.668 5.665
100-19+..................................... 5.659 5.659 5.659 5.659 5.657
100-21+..................................... 5.650 5.650 5.651 5.651 5.648
100-23+..................................... 5.642 5.642 5.642 5.642 5.639
Weighted Average Life (yrs.)................ 9.881 9.881 9.881 9.797 9.547
First Principal Payment Date................ Feb 2016 Feb 2016 Feb 2016 Jan 2016 Oct 2015
Last Principal Payment Date................. Feb 2016 Feb 2016 Feb 2016 Jan 2016 Oct 2015
PRE-TAX YIELD TO MATURITY (CBE), WEIGHTED AVERAGE LIFE,
FIRST PRINCIPAL PAYMENT DATE,
LAST PRINCIPAL PAYMENT DATE FOR THE CLASS C CERTIFICATES AT THE SPECIFIED CPRS
0% CPR DURING LOCKOUT, DEFEASANCE, YIELD MAINTENANCE
-- OTHERWISE AT INDICATED CPR
-------------------------------------------------------------------
ASSUMED PRICE (32NDS) 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- -------------------------------------------- ---------- ---------- ---------- ---------- ----------
100-01+..................................... 5.735 5.735 5.735 5.736 5.734
100-03+..................................... 5.726 5.726 5.726 5.727 5.726
100-05+..................................... 5.718 5.718 5.718 5.719 5.717
100-07+..................................... 5.709 5.709 5.710 5.710 5.708
100-09+..................................... 5.701 5.701 5.701 5.702 5.700
100-11+..................................... 5.692 5.692 5.693 5.693 5.691
100-13+..................................... 5.684 5.684 5.684 5.685 5.682
100-15+..................................... 5.675 5.676 5.676 5.676 5.674
100-17+..................................... 5.667 5.667 5.667 5.668 5.665
100-19+..................................... 5.659 5.659 5.659 5.659 5.657
100-21+..................................... 5.650 5.650 5.651 5.651 5.648
Weighted Average Life (yrs.)................ 9.881 9.881 9.881 9.807 9.547
First Principal Payment Date................ Feb 2016 Feb 2016 Feb 2016 Jan 2016 Oct 2015
Last Principal Payment Date................. Feb 2016 Feb 2016 Feb 2016 Feb 2016 Oct 2015
S-157
PRE-TAX YIELD TO MATURITY (CBE), WEIGHTED AVERAGE LIFE,
FIRST PRINCIPAL PAYMENT DATE,
LAST PRINCIPAL PAYMENT DATE FOR THE CLASS D CERTIFICATES AT THE SPECIFIED CPRS
0% CPR DURING LOCKOUT, DEFEASANCE, YIELD MAINTENANCE
-- OTHERWISE AT INDICATED CPR
-------------------------------------------------------------------
ASSUMED PRICE (32NDS) 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- -------------------------------------------- ---------- ---------- ---------- ---------- ----------
99-26....................................... 5.766 5.766 5.767 5.767 5.768
99-28....................................... 5.758 5.758 5.758 5.758 5.760
99-30....................................... 5.749 5.750 5.750 5.750 5.751
100-00...................................... 5.741 5.741 5.741 5.742 5.742
100-02...................................... 5.732 5.733 5.733 5.733 5.734
100-04...................................... 5.724 5.724 5.724 5.725 5.725
100-06...................................... 5.716 5.716 5.716 5.716 5.716
100-08...................................... 5.707 5.707 5.707 5.708 5.708
100-10...................................... 5.699 5.699 5.699 5.699 5.699
100-12...................................... 5.690 5.690 5.691 5.691 5.690
100-14...................................... 5.682 5.682 5.682 5.682 5.682
Weighted Average Life (yrs.)................ 9.881 9.881 9.881 9.881 9.616
First Principal Payment Date................ Feb 2016 Feb 2016 Feb 2016 Feb 2016 Oct 2015
Last Principal Payment Date................. Feb 2016 Feb 2016 Feb 2016 Feb 2016 Nov 2015
PRE-TAX YIELD TO MATURITY (CBE), WEIGHTED AVERAGE LIFE,
FIRST PRINCIPAL PAYMENT DATE,
LAST PRINCIPAL PAYMENT DATE FOR THE CLASS E CERTIFICATES AT THE SPECIFIED CPRS
0% CPR DURING LOCKOUT, DEFEASANCE, YIELD MAINTENANCE
-- OTHERWISE AT INDICATED CPR
-------------------------------------------------------------------
ASSUMED PRICE (32NDS) 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- -------------------------------------------- ---------- ---------- ---------- ---------- ----------
99-16+...................................... 5.807 5.807 5.807 5.807 5.810
99-18+...................................... 5.798 5.798 5.799 5.799 5.801
99-20+...................................... 5.790 5.790 5.790 5.790 5.792
99-22+...................................... 5.781 5.781 5.782 5.782 5.784
99-24+...................................... 5.773 5.773 5.773 5.773 5.775
99-26+...................................... 5.764 5.764 5.765 5.765 5.766
99-28+...................................... 5.756 5.756 5.756 5.756 5.758
99-30+...................................... 5.747 5.747 5.748 5.748 5.749
100-00+..................................... 5.739 5.739 5.739 5.739 5.740
100-02+..................................... 5.730 5.730 5.731 5.731 5.732
100-04+..................................... 5.722 5.722 5.722 5.722 5.723
Weighted Average Life (yrs.)................ 9.881 9.881 9.881 9.881 9.631
First Principal Payment Date................ Feb 2016 Feb 2016 Feb 2016 Feb 2016 Nov 2015
Last Principal Payment Date................. Feb 2016 Feb 2016 Feb 2016 Feb 2016 Nov 2015
S-158
PRE-TAX YIELD TO MATURITY (CBE), WEIGHTED AVERAGE LIFE,
FIRST PRINCIPAL PAYMENT DATE,
LAST PRINCIPAL PAYMENT DATE FOR THE CLASS F CERTIFICATES AT THE SPECIFIED CPRS
0% CPR DURING LOCKOUT, DEFEASANCE, YIELD MAINTENANCE
-- OTHERWISE AT INDICATED CPR
-------------------------------------------------------------------
ASSUMED PRICE (32NDS) 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- -------------------------------------------- ---------- ---------- ---------- ---------- ----------
99-09+...................................... 5.837 5.837 5.837 5.837 5.840
99-11+...................................... 5.828 5.828 5.828 5.829 5.831
99-13+...................................... 5.820 5.820 5.820 5.820 5.823
99-15+...................................... 5.811 5.811 5.811 5.812 5.814
99-17+...................................... 5.802 5.803 5.803 5.803 5.805
99-19+...................................... 5.794 5.794 5.794 5.795 5.797
99-21+...................................... 5.785 5.786 5.786 5.786 5.788
99-23+...................................... 5.777 5.777 5.777 5.778 5.779
99-25+...................................... 5.768 5.769 5.769 5.769 5.771
99-27+...................................... 5.760 5.760 5.760 5.761 5.762
99-29+...................................... 5.751 5.752 5.752 5.752 5.753
Weighted Average Life (yrs.)................ 9.881 9.881 9.881 9.881 9.631
First Principal Payment Date................ Feb 2016 Feb 2016 Feb 2016 Feb 2016 Nov 2015
Last Principal Payment Date................. Feb 2016 Feb 2016 Feb 2016 Feb 2016 Nov 2015
Notwithstanding the assumed prepayment rates reflected in the preceding
tables in this "Yield, Prepayment and Maturity Considerations" section, it is
highly unlikely that the Mortgage Loans will be prepaid according to one
particular pattern. For this reason and because the timing of principal payments
is critical to determining weighted average lives, the weighted average lives of
the Offered Certificates are likely to differ from those shown in the tables,
even if all of the Mortgage Loans prepay at the indicated percentages of CPR or
prepayment scenario over any given time period or over the entire life of the
Offered Certificates.
There can be no assurance that the Mortgage Loans will prepay at any
particular rate. Moreover, the various remaining terms to maturity of the
Mortgage Loans could produce slower or faster principal distributions than
indicated in the preceding tables at the various percentages of CPR specified,
even if the weighted average remaining term to maturity of the Mortgage Loans is
as assumed. Investors are urged to make their investment decisions based on
their determinations as to anticipated rates of prepayment under a variety of
scenarios.
For additional considerations relating to the yield on the Certificates,
see "Yield Considerations" in the prospectus.
EFFECT OF LOAN GROUPS
Generally, prior to the Cross Over Date, the Class A-1, Class A-2, Class
A-3, Class A-AB and Class A-4 Certificates will only be entitled to receive
distributions of principal collected or advanced with respect to the Mortgage
Loans in Loan Group 1 until the Certificate Principal Amount of the Class A-1A
Certificates has been reduced to zero, and the Class A-1A Certificates will only
be entitled to receive distributions of principal collected or advanced in
respect of Mortgage Loans in Loan Group 2 until the Certificate Principal Amount
of the Class A-4 Certificates has been reduced to zero. Accordingly, holders of
the Class A-1, Class A-2, Class A-3, Class A-AB and Class A-4 Certificates will
be greatly affected by the rate and timing of payments and other collections of
principal on the Mortgage Loans in Loan Group 1 and, in the absence of losses,
should be largely unaffected by the rate and timing of payments and other
collections of principal on the Mortgage Loans in Loan Group 2. Holders of the
Class A-1A Certificates will be greatly affected by the rate and timing of
payments and other collections of principal on the Mortgage Loans in Loan Group
2 and, in the absence of losses, should be largely unaffected by the rate and
timing of payments and other collections of principal on the Mortgage Loans in
Loan Group 1. Investors should take this into account when reviewing this
"Yield, Prepayment and Maturity Considerations" section.
S-159
THE POOLING AND SERVICING AGREEMENT
GENERAL
The Certificates will be issued pursuant to a Pooling and Servicing
Agreement to be dated as of March 1, 2006 (the "Pooling and Servicing
Agreement"), by and among the Depositor, the Master Servicer, the Special
Servicer and the Trustee.
The servicing of the Mortgage Loans (including the Serviced Whole Loans
but not any Non-Serviced Loan) and any REO Properties will be governed by the
Pooling and Servicing Agreement. The following summaries describe certain
provisions of the Pooling and Servicing Agreement relating to the servicing and
administration of the Mortgage Loans (other than any Non-Serviced Loan) and any
REO Properties. The summaries do not purport to be complete and are subject, and
qualified in their entirety by reference, to the provisions of the Pooling and
Servicing Agreement. Reference is made to the prospectus for additional
information regarding the terms of the Pooling and Servicing Agreement relating
to the servicing and administration of the Mortgage Loans (other than any
Non-Serviced Loan) and any REO Properties, provided that the information in this
prospectus supplement supersedes any contrary information set forth in the
prospectus.
SERVICING OF THE WHOLE LOANS
In general, the Serviced Whole Loans and their related Companion Loans
will be serviced and administered under the Pooling and Servicing Agreement and
the related intercreditor or co-lender agreement, as applicable, as though the
related Companion Loans were a part of the Mortgage Pool. If any Companion Loan
of a Serviced Whole Loan becomes a Specially Serviced Mortgage Loan, then the
related Serviced Whole Loan shall become a Specially Serviced Mortgage Loan. For
more detailed information, including any termination rights with respect to the
Special Servicer, please see "Description of the Mortgage Pool--The Whole Loans"
in this prospectus supplement.
In general, the Non-Serviced Loans and their related Companion Loans will
be serviced and administered under the 2005-GG5 Pooling and Servicing Agreement.
The Master Servicer, the Special Servicer and the Trustee have no obligation or
authority to supervise the 2005-GG5 Master Servicer and/or the 2005-GG5 Special
Servicer under the 2005-GG5 Pooling and Servicing Agreement or to make property
protection advances with respect to the related Non-Serviced Loan. The
obligation of the Master Servicer and the Special Servicer to provide
information or remit collections on the related Non-Serviced Loans is dependent
on its receipt of the same from the applicable party under the 2005-GG5 Pooling
and Servicing Agreement. The 2005-GG5 Pooling and Servicing Agreement provides
for servicing in a manner acceptable for rated transactions similar in nature to
this securitization. The servicing arrangements under the 2005-GG5 Pooling and
Servicing Agreement are generally similar but not identical to the servicing
arrangements under the Pooling and Servicing Agreement. For more detailed
information, please see "Description of the Mortgage Pool--The Whole Loans" in
this prospectus supplement.
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. See "The Mortgage
Pools--Assignment of Mortgage Loans" in the prospectus.
SERVICING OF THE MORTGAGE LOANS
Each of the Master Servicer (directly or through one or more
sub-servicers) and the Special Servicer will be required to service and
administer the Mortgage Loans (including the Serviced Whole Loans, but excluding
any Non-Serviced Loans) for which it is responsible. The Master Servicer may
delegate and/or assign some or all of its servicing obligations and duties with
respect to some or all of the Mortgage
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Loans to one or more third-party subservicers. The Master Servicer will be
responsible for paying the servicing fees of any subservicer. Notwithstanding
any subservicing agreement, the Master Servicer will remain primarily liable to
the Trustee, Certificateholders and the holders of the Serviced Companion Loans
for the servicing and administering of the Mortgage Loans in accordance with the
provisions of the Pooling and Servicing Agreement without diminution of such
obligation or liability by virtue of such subservicing agreement. Except in
certain limited circumstances set forth in the Pooling and Servicing Agreement,
the Special Servicer will not be permitted to appoint sub-servicers with respect
to any of its servicing obligations and duties.
With respect to each Non-Serviced Loan, the Non-Serviced Loan and the
related Companion Loans are being serviced and administered in accordance with
the 2005-GG5 Pooling and Servicing Agreement (and all decisions, consents,
waivers, approvals and other actions on the part of the holders of the
Non-Serviced Loan and the related Companion Loans will be effected in accordance
with the 2005-GG5 Pooling and Servicing Agreement and the related intercreditor
agreements). Consequently, the servicing provisions set forth in this prospectus
supplement and the administration of accounts will generally not be applicable
to any Non-Serviced Loan, but instead such servicing and administration of the
Non-Serviced Loan will be governed by the 2005-GG5 Pooling and Servicing
Agreement.
The Master Servicer and the Special Servicer, as the case may be, will be
required to service and administer the Mortgage Loans (including the Serviced
Whole Loans, but not any Non-Serviced Loan) and each REO Property for which it
is responsible in accordance with applicable law, the terms of the Pooling and
Servicing Agreement and the terms of the respective Mortgage Loans and, if
applicable, the related intercreditor agreements and, to the extent consistent
with the foregoing, in accordance with the higher of the following standards of
care:
1. with the same care, skill, prudence and diligence with which the
Master Servicer or the Special Servicer, as the case may be, services and
administers comparable mortgage loans with similar borrowers and comparable REO
Properties for other third-party portfolios, giving due consideration to the
customary and usual standards of practice of prudent institutional commercial
mortgage lenders servicing their own mortgage loans and REO Properties, and
2. with the same care, skill, prudence and diligence with which the
Master Servicer or the Special Servicer, as the case may be, services and
administers comparable mortgage loans owned by the Master Servicer or the
Special Servicer, as the case may be,
in either case, exercising reasonable business judgment and acting in
accordance with applicable law, the terms of the Pooling and Servicing Agreement
and the terms of the respective subject Mortgage Loans;
o with a view to--
1. the timely recovery of all payments of principal and interest,
including balloon payments, under those Mortgage Loans, or
2. in the case of (a) a Specially Serviced Mortgage Loan or (b) a
Mortgage Loan in the trust as to which the related Mortgaged Property is an REO
Property, the maximization of recovery on that Mortgage Loan to the
Certificateholders (as a collective whole) (or, if a Whole Loan is involved,
with a view to the maximization of recovery on the Whole Loan to the series
2006-GG6 Certificateholders and the holders of the related Companion Loans (as a
collective whole)) of principal and interest, including balloon payments, on a
present value basis; and
o without regard to--
1. any relationship, including as lender on any other debt, that the
Master Servicer or the Special Servicer or any affiliate thereof may have with
any of the underlying borrowers, or any affiliate thereof, or any other party to
the Pooling and Servicing Agreement,
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2. the ownership of any series 2006-GG6 Certificate (or any security
backed by a Companion Loan) by the Master Servicer or the Special Servicer or
any affiliate thereof,
3. the obligation, if any, of the Master Servicer or the Special
Servicer to make Advances,
4. the right of the Master Servicer or the Special Servicer, as the
case may be, or any of its affiliates to receive compensation or reimbursement
of costs under the Pooling and Servicing Agreement generally or with respect to
any particular transaction, and
5. the ownership, servicing or management for others of any mortgage
loan or property not covered by the Pooling and Servicing Agreement by the
Master Servicer or the Special Servicer or any affiliate thereof (the "Servicing
Standard").
The Pooling and Servicing Agreement provides, however, that none of the
Master Servicer, the Special Servicer, or 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 any action in
good faith, or for errors in judgment. The foregoing provision would not protect
the Master Servicer or the Special Servicer for the breach of its
representations or warranties in the Pooling and Servicing Agreement or any
liability by reason of willful misconduct, bad faith, fraud or negligence in the
performance of its duties or by reason of its reckless disregard of its
obligations or duties under the Pooling and Servicing Agreement. The Trustee or
any other successor Master Servicer assuming the obligations of the Master
Servicer under the Pooling and Servicing Agreement will be entitled to the
compensation to which the Master Servicer would have been entitled after the
date of the assumption of the Master Servicer's obligations. If no successor
Master Servicer can be obtained to perform such obligations for such
compensation, additional amounts payable to such successor Master Servicer will
be treated as Realized Losses.
In general, the Master Servicer will be responsible for the servicing and
administration of each Mortgage Loan and Companion Loan (other than the
Non-Serviced Loans)--
o which is not a Specially Serviced Mortgage Loan, or
o that is a Corrected Mortgage Loan.
A "Specially Serviced Mortgage Loan" means any Mortgage Loan (other than
Non-Serviced Loans but including the Serviced Whole Loans and REO Mortgage
Loans) being serviced under the Pooling and Servicing Agreement, for which any
of the following events (each, a "Servicing Transfer Event") has occurred:
(a) the related borrower has failed to make when due any scheduled
monthly debt service payment or a balloon payment, which failure continues, or
the Master Servicer determines, in its reasonable, good faith judgment, will
continue, unremedied (without regard to any grace period)
o except in the case of a Mortgage Loan or Serviced Whole Loan
delinquent in respect of its balloon payment, for 60 days beyond the
date that payment was due, or
o solely in the case of a delinquent balloon payment, (A) 60 days
beyond the date on which that balloon payment was due (except as
described in clause B below) or (B) in the case of a Mortgage Loan
or Serviced Whole Loan delinquent with respect to the balloon
payment as to which the related borrower delivered a refinancing
commitment acceptable to the Special Servicer prior to the date 60
days after maturity, 120 days beyond the date on which that balloon
payment was due (or for such shorter period beyond the date on which
that balloon payment was due during which the refinancing is
scheduled to occur); or
(b) the Master Servicer or Special Servicer (in the case of the Special
Servicer, with the consent of the Controlling Class Representative) has
determined, in its good faith, reasonable judgment, based on communications with
the related borrower, that a default in the making of a scheduled monthly debt
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service payment on the Mortgage Loan or Serviced Whole Loan or a balloon payment
is likely to occur and is likely to remain unremedied (without regard to any
grace period) for at least the applicable period contemplated by clause (a) of
this definition; or
(c) there has occurred a default (other than as described in clause (a)
above and other than an Acceptable Insurance Default) that materially impairs
the value of the related Mortgaged Property as security for the Mortgage Loan or
Serviced Whole Loan or otherwise materially adversely affects the interests of
Certificateholders (or, in the case of any Companion Loan, the holder of the
related Companion Loan), and continues unremedied for the applicable grace
period under the terms of the Mortgage Loan (or, if no grace period is specified
and the default is capable of being cured, for 30 days); provided that any
default that results in acceleration of the related Mortgage Loan without the
application of any grace period under the related Mortgage Loan documents will
be deemed not to have a grace period; and provided, further, that any default
requiring a Property Advance will be deemed to materially and adversely affect
the interests of Certificateholders (or, in the case of any Companion Loan, the
holder of the related Companion Loan); or
(d) a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises in an involuntary case under any present or
future federal or state bankruptcy, insolvency or similar law or the appointment
of a conservator or receiver or liquidator in any insolvency, readjustment of
debt, marshaling of assets and liabilities or similar proceedings, or for the
winding up or liquidation of its affairs, shall have been entered against the
related borrower and such decree or order shall have remained in force and not
dismissed for a period of 60 days; or
(e) the related borrower consents to the appointment of a conservator or
receiver or liquidator in any insolvency, readjustment of debt, marshaling of
assets and liabilities or similar proceedings of or relating to such borrower or
of or relating to all or substantially all of its property; or
(f) the related borrower admits in writing its inability to pay its
debts generally as they become due, file a petition to take advantage of any
applicable insolvency or reorganization statute, make an assignment for the
benefit of its creditors, or voluntarily suspend payment of its obligations; or
(g) the Master Servicer has received notice of the commencement of
foreclosure or similar proceedings with respect to the related Mortgaged
Property; or
(h) the Master Servicer or Special Servicer (in the case of the Special
Servicer, with the consent of the Controlling Class Representative) determines
that (i) a default (other than a payment default) under the Mortgage Loan or
Serviced Whole Loan is imminent, (ii) such default would materially impair the
value of the corresponding Mortgaged Property as security for the Mortgage Loan
or Serviced Whole Loan or otherwise materially adversely affect the interests of
Certificateholders or, in the case of Serviced Whole Loans, the interests of the
holder of the related Companion Loans, and (iii) the default is likely to
continue unremedied for the applicable cure period under the terms of the
Mortgage Loan or Serviced Whole Loan or, if no cure period is specified and the
default is capable of being cured, for 30 days, (provided that such 30-day grace
period does not apply to a default that gives rise to immediate acceleration
without application of a grace period under the terms of the Mortgage Loan or
Serviced Whole Loan); provided that any determination that a loan is a Specially
Serviced Loan pursuant to this bullet point with respect to any Mortgage Loan
solely by reason of the failure (or imminent failure) of the related borrower to
maintain or cause to be maintained insurance coverage against damages or losses
arising from acts of terrorism may only be made by the Special Servicer (with
the consent of the Controlling Class Representative or, in certain cases, the
related holder of the related Companion Loan) as described with respect to the
definition of Acceptable Insurance Default.
It shall be considered an "Acceptable Insurance Default" if the related
Mortgage Loan documents specify that the related borrower must maintain all-risk
casualty insurance or other insurance that covers damages or losses arising from
acts of terrorism or require the borrower to obtain this insurance (and neither
the Master Servicer nor the Special Servicer will be required to obtain this
insurance) and the Special Servicer has determined, in its reasonable judgment,
that (i) this insurance is not available at commercially reasonable rates and
the subject hazards are not commonly insured against by prudent
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owners of similar real properties in similar locales (but only by reference to
such insurance that has been obtained by such owners at current market rates),
or (ii) this insurance is not available at any rate. In making this
determination, the Special Servicer, to the extent consistent with the Servicing
Standard, is entitled to rely on the opinion of an insurance consultant.
A Mortgage Loan (including the Serviced Whole Loans) will become a
"Corrected Mortgage Loan" when:
o with respect to the circumstances described in clause (a) of the
definition of Specially Serviced Mortgage Loan, the related borrower
has made three consecutive full and timely scheduled monthly debt
service payments under the terms of the Mortgage Loan (as such terms
may be changed or modified in connection with a bankruptcy or
similar proceeding involving the related borrower or by reason of a
modification, extension, waiver or amendment granted or agreed to by
the Master Servicer or the Special Servicer pursuant to the Pooling
and Servicing Agreement);
o with respect to the circumstances described in clauses (b), (d),
(e), (f) and (h) of the definition of Specially Serviced Mortgage
Loan, the circumstances cease to exist in the good faith, reasonable
judgment of the Special Servicer, but, with respect to any
bankruptcy or insolvency proceedings described in clauses (d), (e)
and (f), no later than the entry of an order or decree dismissing
such proceeding;
o with respect to the circumstances described in clause (c) of the
definition of Specially Serviced Mortgage Loan, the default is cured
as determined by the Special Servicer in its reasonable, good faith
judgment; and
o with respect to the circumstances described in clause (g) of the
definition of Specially Serviced Mortgage Loan, the proceedings are
terminated.
If a Servicing Transfer Event exists with respect to one loan in a Whole
Loan, it will be considered to exist for the entire Whole Loan.
The Special Servicer, on the other hand, will be responsible for the
servicing and administration of each Mortgage Loan (including the Serviced Whole
Loans but excluding the Non-Serviced Loans) as to which a Servicing Transfer
Event has occurred and which has not yet become a Corrected Loan. The Special
Servicer will also be responsible for the administration of each REO Property
acquired by the trust.
Despite the foregoing, the Pooling and Servicing Agreement will require
the Master Servicer to continue to collect information and prepare all reports
to the Trustee required to be collected or prepared with respect to any
Specially Serviced Mortgage Loans (based on, among other things, certain
information provided by the Special Servicer), receive payments on Specially
Serviced Mortgage Loans, maintain escrows and all reserve accounts on Specially
Serviced Mortgage Loans and, otherwise, to render other incidental services with
respect to any such specially serviced assets. In addition, the Special Servicer
will perform limited duties and have certain approval rights regarding servicing
actions with respect to non-Specially Serviced Mortgage Loans.
Neither the Master Servicer nor the Special Servicer will have
responsibility for the performance by the other of its respective obligations
and duties under the Pooling and Servicing Agreement.
The Master Servicer will transfer servicing of a Mortgage Loan (including
the Serviced Whole Loans but excluding the Non-Serviced Loans) to the Special
Servicer when that Mortgage Loan (or Serviced Whole Loan) becomes a Specially
Serviced Mortgage Loan. The Special Servicer will return the servicing of that
Mortgage Loan (or Serviced Whole Loan) to the Master Servicer when it becomes a
Corrected Mortgage Loan.
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The Special Servicer will be obligated to, among other things, oversee the
resolution of non-performing Mortgage Loans (including the Serviced Whole Loans)
and act as disposition manager of REO Properties.
The 2005-GG5 Pooling and Servicing Agreement provides for servicing
transfer events that are similar but not identical to those set forth above.
Upon the occurrence of a servicing transfer event under the 2005-GG5 Pooling and
Servicing Agreement, servicing of the both the related Non-Serviced Loan and its
Pari Passu Companion Loan will be transferred to the related special servicer
under the 2005-GG5 Pooling and Servicing Agreement.
SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES
The Master Servicer, Special Servicer and Trustee will be entitled to
payment of certain fees as compensation for its services performed under the
Pooling and Servicing Agreement. Below is a summary of the main fees generally
payable to the Master Servicer, Special Servicer and Trustee from payments on
the Mortgage Loans. Certain additional fees and costs payable by the related
borrowers are allocable to the Master Servicer, Special Servicer and Trustee,
but such amounts are not payable from amounts that the Trust Fund is entitled to
receive.
FEE FEE RATE OR RANGE
- ---------------------- --------------------------------------------------
Trustee Fee 0.0005%
Master Servicing Fee 0.02% - 0.09%
Special Servicing Fee 0.35% (minimum $4,000 per Mortgage Loan per month)
Liquidation Fee 1.0%
Workout Fee 1.0%
Expenses
In addition, the Trustee, the Master Servicer, the Special Servicer and
the Depositor will be entitled to be indemnified by the Trust Fund as described
under "The Pooling and Servicing Agreement--Certain Matters Regarding the
Depositor, the Master Servicer and the Special Servicer" in this prospectus
supplement. Certain additional fees and costs payable by the related borrowers
are allocable to the Master Servicer, Special Servicer and Trustee, but such
amounts are not payable from amounts that the Trust Fund is entitled to receive.
See "Transaction Parties--The Master Servicer, Master Servicer Servicing
Compensation and Payment of Expenses" and "--The Special Servicer, Special
Servicer Servicing Compensation and Payment of Expenses" in this prospectus
supplement.
ADVANCES
The Master Servicer will be obligated (subject to the limitations
described below) to advance, on the business day immediately preceding a
Distribution Date (the "Master Servicer Remittance Date"), an amount (each such
amount, a "P&I Advance") equal to the total or any portion of the Monthly
Payment (with interest calculated at the Net Mortgage Rate plus the Trustee Fee
Rate) on a Mortgage Loan (excluding each Companion Loan but including each
Non-Serviced Loan) that was delinquent as of the close of business on the
immediately preceding Due Date (without regard to any grace period) (and which
delinquent payment has not been cured as of the business day immediately
preceding the Master Servicer Remittance Date). In the event the Monthly Payment
has been reduced pursuant to any modification, waiver or amendment of the terms
of the Mortgage Loan, whether agreed to by the Special Servicer or resulting
from bankruptcy, insolvency or any similar proceeding involving the related
borrower, the amount required to be advanced will be so reduced. The Master
Servicer will not be required or permitted to make an advance for balloon
payments, default interest or prepayment premiums or yield maintenance charges.
The amount required to be advanced by the Master Servicer with respect to any
Distribution Date in respect of payments on Mortgage Loans that have been
subject to an Appraisal Reduction Event will equal (i) the amount required to be
advanced by the Master Servicer without giving effect to such Appraisal
Reduction less (ii) an amount equal to the product of (x) the amount required to
be advanced by the Master Servicer in respect to delinquent payments of interest
without giving effect to such Appraisal Reduction, and (y) a fraction, the
numerator of which is the Appraisal Reduction with
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respect to such Mortgage Loan and the denominator of which is the Stated
Principal Balance of such Mortgage Loan as of the last day of the related
Collection Period.
The Master Servicer will also be obligated (subject to the limitations
described below) with respect to each Mortgage Loan (including each Serviced
Whole Loan but not a Non-Serviced Loan) to make cash advances ("Property
Advances" and, together with P&I Advances, "Advances") to pay all customary,
reasonable and necessary "out of pocket" costs and expenses (including
attorneys' fees and fees and expenses of real estate brokers) incurred in
connection with the servicing and administration of a Mortgage Loan or Serviced
Whole Loan, if a default is imminent thereunder or a default, delinquency or
other unanticipated event has occurred, or in connection with the administration
of any REO Property, including, but not limited to, the cost of the
preservation, insurance, restoration, protection and management of a Mortgaged
Property, the cost of delinquent real estate taxes, ground lease rent payments,
assessments and hazard insurance premiums and to cover other similar costs and
expenses necessary to preserve the priority of or enforce the related Mortgage
or to maintain such Mortgaged Property, subject to a non-recoverability
determination.
The Master Servicer will advance the cost of preparation of any
environmental assessments required to be obtained in connection with taking
title to any REO Property unless the Master Servicer determines, in its good
faith judgment, that such Advance would be a Nonrecoverable Advance but the cost
of any compliance, containment, clean-up or remediation of an REO Property will
be an expense of the Trust Fund and paid from the Collection Account.
The Pooling and Servicing Agreement will obligate the Trustee to make any
P&I Advance that the Master Servicer was obligated, but failed to make.
The Special Servicer may request the Master Servicer to make Property
Advances with respect to a Specially Serviced Mortgage Loan or REO Property
under the Pooling and Servicing Agreement, in lieu of the Special Servicer's
making that advance itself. The Special Servicer must make the request a
specified number of days in advance of when the Property Advance is required to
be made under the Pooling and Servicing Agreement. The Master Servicer, in turn,
must make the requested Property Advance within a specified number of days
following the Master Servicer's receipt of the request unless the Master
Servicer determines such Advance would be a Non-Recoverable Advance. If the
request is timely and properly made, the Special Servicer will be relieved of
any obligations with respect to a Property Advance that it requests the Master
Servicer to make, regardless of whether or not the Master Servicer actually
makes that advance. The Special Servicer may elect to make certain Property
Advances on an emergency basis.
If the Master Servicer is required under the Pooling and Servicing
Agreement to make a Property Advance, but does not do so within 15 days after
the Property Advance is required to be made by it, then the Trustee will be
required:
o if it has actual knowledge of the failure, to give the defaulting
party notice of its failure; and
o if the failure continues for three more business days, to make the
Property Advance.
The Master Servicer, the Special Servicer or the Trustee will each be
entitled to receive interest on Advances at the Prime Rate (the "Advance Rate"),
compounded annually, as of each Master Servicer Remittance Date. If the interest
on such Advance is not recovered from default interest or late payments on such
Mortgage Loan, a shortfall will result which will have the same effect as a
Realized Loss. The "Prime Rate" is the rate, for any day, set forth as such in
The Wall Street Journal, New York edition.
The obligation of the Master Servicer or the Trustee, as applicable, to
make Advances (and right of the Special Servicer to elect to make emergency
Property Advances) with respect to any Mortgage Loan pursuant to the Pooling and
Servicing Agreement continues through the foreclosure of such Mortgage Loan and
until the liquidation of such Mortgage Loan or the related Mortgaged Properties.
Advances are intended to provide a limited amount of liquidity, not to guarantee
or insure against losses.
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None of the Master Servicer, the Special Servicer or the Trustee will be
required to make any Advance that the Master Servicer or Special Servicer, in
accordance with the Servicing Standard, or the Trustee in its respective good
faith business judgment, determines will not be ultimately recoverable
(including interest accrued on the Advance) by the Master Servicer, the Special
Servicer or the Trustee, as applicable, out of related late payments, net
insurance proceeds, net condemnation proceeds, net liquidation proceeds or other
collections with respect to the Mortgage Loan as to which such Advances were
made. In addition, if the Master Servicer or the Special Servicer, in accordance
with the Servicing Standard, or the Trustee in its respective good faith
business judgment, as applicable, determines that any Advance (together with
accrued interest on the Advance) previously made by it (or in the case of the
Special Servicer, by any one of them) will not be ultimately recoverable from
the foregoing sources (any such Advance, a "Non-Recoverable Advance"), then the
Master Servicer, the Special Servicer or the Trustee, as applicable, will be
entitled to be reimbursed for such Advance, plus interest on the Advance at the
Advance Rate, out of amounts payable on or in respect of all of the Mortgage
Loans prior to distributions on the Certificates, which will be deemed to have
been reimbursed first out of amounts collected or advanced in respect of
principal and then out of all other amounts collected on the Mortgage Loans. Any
such judgment or determination with respect to the recoverability of Advances
must be evidenced by an officers' certificate delivered to the Trustee, the
Master Servicer or the Special Servicer (and in the case of the Trustee, the
Depositor) setting forth such judgment or determination of nonrecoverability and
the procedures and considerations of the Master Servicer, the Special Servicer
or the Trustee, as applicable, forming the basis of such determination. In
addition, the Special Servicer may, at its option, make a determination in
accordance with the Servicing Standard that any proposed Advance, if made, would
be a Non-Recoverable Advance and may deliver to the Master Servicer and the
Trustee notice of such determination, which determination will be conclusive and
binding on the Master Servicer and the Trustee. Although the Special Servicer
may determine whether an advance is a Non-Recoverable Advance, the Special
Servicer will have no right to make an affirmative determination that any
Advance to be made (or contemplated to be made) by the Master Servicer or the
Trustee is, or would be, recoverable. In the absence of a determination by the
Special Servicer that an advance is a Non-Recoverable Advance, all
determinations of recoverability with respect to Advances to be made (or
contemplated to be made) by the Master Servicer or the Trustee will remain with
the Master Servicer or Trustee, as applicable. In addition, the 2005-GG5 Master
Servicer under the 2005-GG5 Pooling and Servicing Agreement will be entitled to
seek recovery from the Trust of the pro rata share of any non-recoverable
servicing advance made with respect to the related Non-Serviced Loan.
Notwithstanding anything in this prospectus supplement to the contrary,
the Master Servicer may in accordance with the Servicing Standard elect (but is
not required) to make a payment (and in the case of a Specially Serviced
Mortgage Loan, at the direction of the Special Servicer will be required to make
a payment) from amounts on deposit in the Collection Account that would
otherwise be a Property Advance with respect to a Mortgage Loan notwithstanding
that the Master Servicer or the Special Servicer has determined that such a
Property Advance would be nonrecoverable if making the payment would prevent (i)
the related Mortgaged Property from being uninsured or being sold at a tax sale
or (ii) any event that would cause a loss of the priority of the lien of the
related Mortgage, or the loss of any security for the related Mortgage Loan or
remediates any adverse environmental condition or circumstance at any of the
Mortgaged Properties, if, in each instance, the Special Servicer determines in
accordance with the Servicing Standard that making the payment is in the best
interest of the Certificateholders.
The Master Servicer, the Special Servicer or the Trustee, as applicable,
will be entitled to reimbursement for any Advance made by it, including all
Advances made with respect to any Whole Loan, equal to the amount of such
Advance and interest accrued on the Advance at the Advance Rate from (i) late
payments on the Mortgage Loan by the borrower and any other collections on the
Mortgage Loan (ii) insurance proceeds, condemnation proceeds or liquidation
proceeds from the sale of the defaulted Mortgage Loan or the related Mortgaged
Property or (iii) upon determining in good faith that such Advance with interest
is not recoverable from amounts described in clauses (i) and (ii), from any
other amounts from time to time on deposit in the Collection Account.
Notwithstanding the foregoing, if the funds in the Collection Account
allocable to principal and available for distribution on the next Distribution
Date are insufficient to fully reimburse the Master
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Servicer, the Special Servicer or the Trustee, as applicable, for a
Non-Recoverable Advance, then such party may elect, on a monthly basis, in its
sole discretion, to defer reimbursement of some or all of the portion that
exceeds such amount allocable to principal (in which case interest will continue
to accrue on the unreimbursed portion of the Advance) for a period not to exceed
12 months in any event. In addition, the Master Servicer, the Special Servicer
or the Trustee, as applicable, will be entitled to recover any Advance that is
outstanding at the time that a Mortgage Loan is modified but is not repaid in
full by the borrower in connection with such modification but becomes an
obligation of the borrower to pay such amounts in the future (such Advance, a
"Workout-Delayed Reimbursement Amount") out of principal collections in the
Collection Account (net of any amounts used to pay a Non-Recoverable Advance or
interest thereon). The Master Servicer, the Special Servicer, or the Trustee
will be permitted to recover a Workout-Delayed Reimbursement Amount from general
collections in the Collection Account if the Master Servicer, the Special
Servicer or the Trustee, as applicable, (a) has determined that such
Workout-Delayed Reimbursement Amount would not be recoverable out of collections
on the related Mortgage Loan or (b) has determined that such Workout-Delayed
Reimbursement Amount would not ultimately be recoverable, along with any other
Workout-Delayed Reimbursement Amounts and Non-Recoverable Advances, out of the
principal portion of future collections on the Mortgage Loans and the REO
Properties.
Any requirement of the Master Servicer or the Trustee to make an Advance
in the Pooling and Servicing Agreement is intended solely to provide liquidity
for the benefit of the Certificateholders and not as credit support or otherwise
to impose on any such person the risk of loss with respect to one or more
Mortgage Loans. To the extent a Non-Recoverable Advance or a Workout-Delayed
Reimbursement Amount with respect to a Mortgage Loan is required to be
reimbursed from the principal portion of the general collections on the Mortgage
Loans as described in this paragraph, such reimbursement will be made first,
from the principal collections available on the Mortgage Loans included in the
same Loan Group as the Mortgage Loan and if the principal collections in such
Loan Group are not sufficient to make such reimbursement in full, then from the
principal collections available in the other Loan Group (after giving effect to
any reimbursement of Non-Recoverable Advances and Workout-Delayed Reimbursement
Amounts that are related to such other Loan Group). To the extent a
Non-Recoverable Advance with respect to a Mortgage Loan is required to be
reimbursed from the interest portion of the general collections on the Mortgage
Loans as described above, such reimbursement will be made first, from the
interest collections available on the Mortgage Loans included in the same Loan
Group as such Mortgage Loan and if the interest collections in such Loan Group
are not sufficient to make such reimbursement in full, then from the interest
collections available in the other Loan Group (after giving effect to any
reimbursement of any other Non-Recoverable Advances that are related to such
other Loan Group).
Any election described above by any party to refrain from reimbursing
itself for any Non-Recoverable Advance (together with interest for that
Non-Recoverable Advance) or portion thereof with respect to any Distribution
Date will not be construed to impose on any party any obligation to make the
above described election (or any entitlement in favor of any Certificateholder
or any other person to an election) with respect to any subsequent Collection
Period) or to constitute a waiver or limitation on the right of the person
making the election to otherwise be reimbursed for a Non-Recoverable Advance
(together with interest on that Non-Recoverable Advance). An election by the
Master Servicer, the Special Servicer or the Trustee will not be construed to
impose any duty on the other party to make an election (or any entitlement in
favor of any Certificateholder or any other person to such an election). The
fact that a decision to recover a Non-Recoverable Advance over time, or not to
do so, benefits some Classes of Certificateholders to the detriment of other
Classes of Certificateholders will not constitute a violation of the Servicing
Standard or a breach of the terms of the Pooling and Servicing Agreement by any
party, or a violation of any fiduciary duty owed by any party to the
Certificateholders. The Master Servicer's, the Special Servicer's or the
Trustee's decision to defer reimbursement of such Non-Recoverable Advances as
set forth above is an accommodation to the Certificateholders and is not to be
construed as an obligation on the part of the Master Servicer, the Special
Servicer or the Trustee or a right of the Certificateholders.
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ACCOUNTS
The Master Servicer will be required to deposit amounts collected in
respect of the Mortgage Loans into a segregated account (the "Collection
Account") established pursuant to the Pooling and Servicing Agreement. The
Master Servicer will also be required to establish and maintain a segregated
companion collection account (the "Companion Collection Account") with respect
to any Serviced Whole Loan, which may be a sub-account of the Collection Account
and deposit amounts collected in respect of each Serviced Whole Loan therein.
The trust will only be entitled to amounts on deposit in the Companion
Collection Account to the extent these funds are not otherwise payable to a
Companion Loan holder.
The Trustee will be required to establish and maintain two accounts, one
of which may be a sub-account of the other (the "Lower-Tier Distribution
Account" and the "Upper-Tier Distribution Account" and, collectively, the
"Distribution Account"). With respect to each Distribution Date, the Master
Servicer will be required to disburse from the Collection Account and remit to
the Trustee for deposit into the Lower-Tier Distribution Account, to the extent
of funds on deposit in the Collection Account, on the Master Servicer Remittance
Date the sum of (i) the Available Funds and any prepayment premiums or yield
maintenance charges, and (ii) the Trustee Fee. In addition, the Master Servicer
will be required to deposit all P&I Advances into the Lower-Tier Distribution
Account on the related Master Servicer Remittance Date. To the extent the Master
Servicer fails to do so, the Trustee will deposit all P&I Advances into the
Lower-Tier Distribution Account as described in this prospectus supplement. On
each Distribution Date, the Trustee (i) will be required to withdraw amounts
distributable on such date on the Regular Certificates and on the Class R
Certificates (which are expected to be zero) from the Lower-Tier Distribution
Account and deposit such amounts in the Upper-Tier Distribution Account. See
"Description of the Offered Certificates--Distributions" in this prospectus
supplement.
The Trustee will also be required to establish and maintain an account
(the "Interest Reserve Account"), which may be a sub-account of the Distribution
Account. On each Master Servicer Remittance Date occurring in February and on
any Master Servicer Remittance Date occurring in any January which occurs in a
year that is not a leap year, the Master Servicer will be required to remit to
the Trustee for deposit, in respect of each Mortgage Loan, an amount equal to
one day's interest at the related Mortgage Rate on the respective Stated
Principal Balance, as of the Due Date in the month preceding the month in which
such Master Servicer Remittance Date occurs, to the extent the applicable
Monthly Payment or a P&I Advance is made in respect of the Monthly Payment (all
amounts so deposited in any consecutive January (if applicable) and February,
"Withheld Amounts"). On each Master Servicer Remittance Date occurring in March,
the Trustee will be required to withdraw from the Interest Reserve Account an
amount equal to the Withheld Amounts, if any, from the preceding January (if
applicable) and February, and deposit such amount into the Lower-Tier
Distribution Account.
The Trustee will also be required to establish and maintain an account
(the "Gain-On-Sale Reserve Account") which may be a sub-account of the
Distribution Account. To the extent that gains realized on sales of Mortgaged
Properties, if any, are not used to offset realized losses previously allocated
to the Certificates, such gains will be held and applied to offset future
realized losses, if any.
Other accounts to be established pursuant to the Pooling and Servicing
Agreement are one or more REO Accounts for collections from REO Properties.
The Collection Account, the Lower-Tier Distribution Account, the
Upper-Tier Distribution Account, the Interest Reserve Account and the
Gain-On-Sale Reserve Account will be held in the name of the Trustee (or the
Master Servicer on behalf of the Trustee) on behalf of the holders of
Certificates. Each of the Collection Account, the Companion Collection Account,
any REO Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account, the Interest Reserve Account, any escrow account and the
Gain-On-Sale Reserve Account will be held at a depository institution or trust
company satisfactory to the Rating Agencies.
Amounts on deposit in the Collection Account, the Companion Collection
Account, the Lower-Tier Distribution Account, the Upper-Tier Distribution
Account, the Gain-On-Sale Reserve Account, the Interest Reserve Account and any
REO Account may be invested in certain United States government
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securities and other high-quality investments satisfactory to the Rating
Agencies. Interest or other income earned on funds in the Collection Account and
the Companion Collection Account, will be paid to the Master Servicer as
additional servicing compensation and interest or other income earned on funds
in any REO Account will be payable to the Special Servicer. Interest or other
income earned on funds in the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account, the Gain-On-Sale Reserve Account and the Interest Reserve
Account will be payable to the Trustee.
WITHDRAWALS FROM THE COLLECTION ACCOUNT
The Master Servicer may make withdrawals from the Collection Account for
the following purposes, to the extent permitted: (i) to remit on or before each
Master Servicer Remittance Date (A) to the Trustee for deposit into the
Lower-Tier Distribution Account an amount equal to the sum of (I) Available
Funds and any prepayment premiums or yield maintenance charges and (II) the
Trustee Fee for the related Distribution Date, (B) to the Trustee for deposit
into the Gain-On-Sale Reserve Account an amount equal to the Excess Liquidation
Proceeds received in the related Collection Period, if any, and (C) to the
Trustee for deposit into the Interest Reserve Account an amount required to be
withheld as described above under "--Accounts", (ii) to pay or reimburse the
Master Servicer, the Special Servicer and the Trustee, as applicable, pursuant
to the terms of the Pooling and Servicing Agreement for Advances made by any of
them and interest on Advances (the Master Servicer's, the Special Servicer's or
the Trustee's right, as applicable, to reimbursement for items described in this
clause (ii) being limited as described above under "--Advances"), (iii) to pay
on or before each Master Servicer Remittance Date to the Master Servicer and the
Special Servicer as compensation, the aggregate unpaid servicing compensation in
respect of the immediately preceding Collection Period, (iv) to pay on or before
each Distribution Date to any person with respect to each Mortgage Loan or REO
Property that has previously been purchased or repurchased by such person
pursuant to the Pooling and Servicing Agreement, all amounts received on the
Mortgage Loan or REO Property during the related Collection Period and
subsequent to the date as of which the amount required to effect such purchase
or repurchase was determined, (v) to the extent not reimbursed or paid pursuant
to any of the above clauses, to reimburse or pay the Master Servicer, the
Special Servicer, the Trustee and/or the Depositor for unpaid compensation (in
the case of the Master Servicer, the Special Servicer or the Trustee), and
certain other unreimbursed expenses incurred by such person pursuant to and to
the extent reimbursable under the Pooling and Servicing Agreement and to satisfy
any indemnification obligations of the Trust Fund under the Pooling and
Servicing Agreement, (vi) to pay to the Trustee amounts requested by it to pay
any taxes imposed on the Upper-Tier REMIC or the Lower-Tier REMIC, (vii) to
withdraw any amount deposited into the Collection Account that was not required
to be deposited in the Collection Account, and (viii) to clear and terminate the
Collection Account pursuant to a plan for termination and liquidation of the
Trust Fund. The Master Servicer will also be entitled to make withdrawals from
the Collection Account of amounts necessary for the payments or reimbursements
required to be paid to the parties to the 2005-GG5 Pooling and Servicing
Agreement pursuant to the related intercreditor agreement.
ENFORCEMENT OF "DUE-ON-SALE" AND "DUE-ON-ENCUMBRANCE" CLAUSES
DUE-ON-SALE. Subject to the discussion under "--The Controlling Class
Representative" below, the Special Servicer will be required to determine, in a
manner consistent with the Servicing Standard, whether to waive any right the
lender under any Mortgage Loan (other than a Non-Serviced Loan) may have under a
due-on-sale clause (which shall include, without limitation, sale or transfers
of Mortgaged Properties, in full or in part, or the sale, transfer, pledge or
hypothecation of direct or indirect interests in the mortgagor or its owner, to
the extent prohibited under the related loan documents) to accelerate payment of
that Mortgage Loan. In some circumstances, however, the Master Servicer will be
required to review the proposed transaction and, whether or not it determines
that approval of the transaction is favorable, make a recommendation to the
Special Servicer, which in all cases will be entitled (subject to the discussion
under "--The Controlling Class Representative" below) to approve or disapprove
the transaction. The Special Servicer may not waive its rights of the lender or
grant its consent under any due-on-sale clause, unless--
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o the Master Servicer or the Special Servicer, as applicable, has
received written confirmation from each applicable rating agency
that this action would not result in the qualification, downgrade or
withdrawal of any of the then-current ratings then assigned by the
rating agency to the series 2006-GG6 certificates or any certificate
issued pursuant to a securitization of any Companion Loan, or
o such Mortgage Loan (A) represents less than 5% of the principal
balance of all of the Mortgage Loans in the trust, (B) has a
principal balance that is $35 million or less, and (C) is not one of
the 10 largest Mortgage Loans in the pool based on principal
balance.
DUE-ON-ENCUMBRANCE. Subject to the discussion under "--The Controlling
Class Representative" below, the Special Servicer will be required to determine,
in a manner consistent with the Servicing Standard, whether to waive any right
the lender under any Mortgage Loan (other than a Mortgaged Property securing a
Non-Serviced Loan) may have under a due-on-encumbrance clause (which shall
include, without limitation, any mezzanine financing of the mortgagor or the
mortgaged property or any sale or transfer of preferred equity in the mortgagor
or its owners, to the extent prohibited under the related loan documents) to
accelerate payment of that Mortgage Loan. The Special Servicer may not waive its
rights or grant its consent under any due-on-encumbrance clause, unless--
o the Master Servicer or Special Servicer, as applicable, has received
written confirmation from each applicable rating agency that this
action would not result in the qualification, downgrade or
withdrawal of any of the then-current ratings then assigned by the
rating agency to the Certificates or any certificate issued pursuant
to a securitization of any Pari Passu Companion Loan,
o such Mortgage Loan (A) represents less than 2% the principal balance
of all of the Mortgage Loans in the trust, (B) has a principal
balance that is $20 million or less, (C) is not one of the 10
largest Mortgage Loans in the pool based on principal balance, (D)
does not have an aggregate loan-to-value ratio (including existing
and proposed additional debt) that is equal to or greater than 85%,
and (E) does not have an aggregate debt service coverage ratio
(including the debt service on the existing and proposed additional
debt) that is equal to or less than 1.2x, or
o the encumbrance relates to the grant of an easement, right-of-way or
similar encumbrance that the Master Servicer determines will not
have a material adverse impact on the value, use or operation of the
Mortgaged Property or the ability of the borrower to perform its
obligations under the Mortgage Loan.
See "Certain Legal Aspects of the Mortgage Loans--Enforceability of
Certain Provisions" in the prospectus.
INSPECTIONS
The Master Servicer (or with respect to any Specially Serviced Mortgage
Loan, the Special Servicer) is required to inspect or cause to be inspected each
Mortgaged Property (other than a Mortgaged Property securing a Non-Serviced
Loan) at such times and in such manner as are consistent with the Servicing
Standard, but in any event at least once every calendar year with respect to
Mortgage Loans with an outstanding principal balance of $2,000,000 or more and
at least once every other calendar year with respect to Mortgage Loans with an
outstanding principal balance or allocated loan amount of less than $2,000,000,
in each case commencing in 2007; provided that the Master Servicer is not
required to inspect any Mortgaged Property that has been inspected by the
Special Servicer during the preceding 12 months. The Special Servicer is
required to inspect each Mortgage Loan that becomes a Specially Serviced
Mortgage Loan as soon as practicable after it becomes a Specially Serviced
Mortgage Loan and thereafter at least every twelve months until such condition
ceases to exist. The cost of any such inspection shall be borne by the Master
Servicer unless the related Mortgage Loan is a Specially Serviced Mortgage Loan,
in which case such cost will be borne by the Trust Fund.
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EVIDENCE AS TO COMPLIANCE
The Pooling and Servicing Agreement will require that each of the Master
Servicer and the Special Servicer cause a nationally recognized firm of
independent public accountants (which may render other services to the Master
Servicer), which is a member of the American Institute of Certified Public
Accountants, to furnish to the Trustee annually on a specified date, a report
which expresses an opinion to the effect that the assertion of management of the
Master Servicer or the Special Servicer that the Master Servicer or the Special
Servicer has complied with certain minimum mortgage loan servicing standard (to
the extent applicable to commercial, multifamily and manufactured housing
community mortgage loans), identified in the Uniform Single Attestation Program
for Mortgage Bankers established by the Mortgage Bankers Association of America,
with respect to the servicing of commercial and multifamily mortgage loans
during the most recently completed calendar year, is fairly stated, based on an
examination, conducted in compliance with the Uniform Single Attestation Program
for Mortgage Bankers, except for such exceptions stated in such report. In
rendering its report that firm may rely, as to matters relating to the direct
servicing of commercial, multifamily and manufactured housing community Mortgage
Loans by sub-servicers, upon comparable reports of firms of independent
certified public accountants rendered on the basis of examinations conducted in
accordance with the same standards, rendered within one year of such report,
with respect to those sub-servicers. In addition, the Special Servicer will not
be required to cause such a report to be delivered if there were no Specially
Serviced Mortgage Loans during the most recently ended calendar year.
The Pooling and Servicing Agreement also requires each of the Master
Servicer and the Special Servicer to deliver to the Trustee annually on
specified date, an officers' certificate of the Master Servicer or the Special
Servicer, as the case may be, stating that, to the best of each such officer's
knowledge, the Master Servicer, the Special Servicer or any subservicer, as the
case may be, has fulfilled its material obligations under the Pooling and
Servicing Agreement in all material respects throughout the preceding calendar
year or, if there has been a default, specifying each default known to each such
officer and the nature and status of the default, and the Master Servicer or the
Special Servicer, as the case may be, has received no notice regarding
qualification, or challenging the status, of either of the Upper-Tier REMIC or
Lower-Tier REMIC as a REMIC from the Internal Revenue Service or any other
governmental agency or body or, if it has received any such notice, specifying
the relevant details.
CERTAIN MATTERS REGARDING THE DEPOSITOR, THE MASTER SERVICER AND THE SPECIAL
SERVICER
Each of the Master Servicer and the Special Servicer may assign its rights
and delegate its duties and obligations under the Pooling and Servicing
Agreement, provided that certain conditions are satisfied including obtaining
the written confirmation of each of the Rating Agencies that such assignment or
delegation will not cause a qualification, withdrawal or downgrading of the then
current ratings assigned to the Certificates. The resigning Master Servicer or
Special Servicer, as applicable, must pay all costs and expenses associated with
the transfer of its duties after resignation. The Pooling and Servicing
Agreement provides that the Master Servicer or the Special Servicer, as the case
may be, may not otherwise resign from its obligations and duties as Master
Servicer or the Special Servicer, as the case may be, except upon the
determination that performance of its duties is no longer permissible under
applicable law and provided that such determination is evidenced by an opinion
of counsel delivered to the Trustee. No such resignation may become effective
until a successor Master Servicer or Special Servicer has assumed the
obligations of the Master Servicer or the Special Servicer under the Pooling and
Servicing Agreement. The Trustee or any other successor Master Servicer or
Special Servicer assuming the obligations of the Master Servicer or the Special
Servicer under the Pooling and Servicing Agreement will be entitled to the
compensation to which the Master Servicer or the Special Servicer would have
been entitled after the date of assumption of such obligations (other than
certain Workout Fees which the prior Special Servicer will be entitled to
retain). If no successor Master Servicer or Special Servicer can be obtained to
perform such obligations for such compensation, additional amounts payable to
such successor Master Servicer or Special Servicer will be treated as Realized
Losses.
The Pooling and Servicing Agreement also provides that none of the
Depositor, the Master Servicer, the Special Servicer, nor any director, officer,
employee or agent of the Depositor, the Master Servicer or
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the Special Servicer will be under any liability to the Trust Fund or the
holders of the Certificates for any action taken or for refraining from the
taking of any action in good faith pursuant to the Pooling and Servicing
Agreement, or for errors in judgment. However, none of the Depositor, the Master
Servicer, the Special Servicer nor any such person will be protected against any
liability which would otherwise be imposed by reason of (i) any breach of
warranty or representation in the Pooling and Servicing Agreement, or (ii) any
willful misconduct, bad faith, fraud or negligence in the performance of their
duties under the Pooling and Servicing Agreement or by reason of reckless
disregard of obligations or duties under the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement further provides that the Depositor, the
Master Servicer, the Special Servicer and any director, officer, employee or
agent of the Depositor, the Master Servicer or the Special Servicer will be
entitled to indemnification by the Trust Fund for any loss, liability or expense
incurred in connection with any legal action or claim relating to the Pooling
and Servicing Agreement or the Certificates (including in connection with the
dissemination of information and reports as contemplated by the Pooling and
Servicing Agreement), other than any such loss, liability or expense: (i)
specifically required to be borne by the party seeking indemnification, without
right of reimbursement pursuant to the terms of the Pooling and Servicing
Agreement; (ii) which constitutes a Property Advance that is otherwise
reimbursable under the Pooling and Servicing Agreement; (iii) incurred in
connection with any legal action or claim against the party seeking
indemnification, resulting from any breach on the part of that party of a
representation or warranty made in the Pooling and Servicing Agreement; or (iv)
incurred in connection with any legal action or claim against the party seeking
indemnification, resulting from any willful misfeasance, bad faith or negligence
on the part of that party in the performance of its obligations or duties under
the Pooling and Servicing Agreement or negligent disregard of such obligations
or duties.
In addition, the Pooling and Servicing Agreement provides that none of the
Depositor, the Master Servicer, nor the Special Servicer will be under any
obligation to appear in, prosecute or defend any legal action unless such action
is related to its duties under the Pooling and Servicing Agreement and which in
its opinion does not expose it to any expense or liability for which
reimbursement is not reasonably assured. The Depositor, the Master Servicer or
the Special Servicer may, however, in its discretion undertake any such action
which it may deem necessary or desirable with respect to the Pooling and
Servicing Agreement and the rights and duties of the parties to the Pooling and
Servicing Agreement and the interests of the holders of Certificates under the
Pooling and Servicing Agreement. In such event, the legal expenses and costs of
such action and any liability resulting from such action will be expenses, costs
and liabilities of the Trust Fund, and the Depositor, the Master Servicer and
the Special Servicer will be entitled to be reimbursed for those amounts from
the Collection Account. The Special Servicer will, for the benefit of the
Certificateholders and the Trustee, be responsible for directing, managing,
prosecuting and/or defending any and all claims and litigation relating to (a)
the enforcement of the obligations of each mortgagor under the related Mortgage
Loan or Serviced Whole Loan documents and (b) any action brought by a mortgagor
against the Trust Fund. This enforcement is required to be carried out in
accordance with the terms of the Pooling and Servicing Agreement, including,
without limitation, the Servicing Standard. Notwithstanding the foregoing,
nothing will affect the right of the Master Servicer (i) to defend its interests
against any claims or causes of action that may be asserted against it in
litigation in which it is named as a party (it being understood that the Special
Servicer would have exclusive authority to direct and handle the representation
of the interests of the Trust Fund, if any, in any such litigation, as provided
above), or (ii) to seek indemnification with respect to any matter for which it
is entitled to seek indemnification with respect to its obligations under the
Pooling and Servicing Agreement.
Notwithstanding the foregoing, (i) in the event that any action, suit,
litigation or proceeding names the Trustee in its individual capacity, or in the
event that any judgment is rendered against the Trustee in its individual
capacity, the Trustee, upon prior written notice to the Master Servicer or the
Special Servicer, as applicable, may retain counsel and appear in any such
proceeding on its own behalf in order to protect and represent its interests
(but not to otherwise direct, manage or prosecute such litigation or claim);
provided that the Master Servicer or the Special Servicer, as applicable, shall
retain the right to manage and direct any such action, suit, litigation or
proceeding, (ii) in the event of any action, suit, litigation or proceeding,
other than an action, suit, litigation or proceeding relating to the enforcement
of the obligations of a mortgagor under the related mortgage loan documents or
the obligations of a Loan Seller under a Mortgage Loan Purchase Agreement, the
Master Servicer or the Special Servicer, as applicable,
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will not, without the prior written consent of the Trustee, (A) initiate any
action, suit, litigation or proceeding in the name of the Trustee, whether in
such capacity or individually, (B) engage counsel to represent the Trustee, or
(C) prepare, execute or deliver any government filings, forms, permits,
registrations or other documents or take any other similar action with the
intent to cause, and that actually causes, the Trustee to be registered to do
business in any state, and (iii) in the event that any court finds that the
Trustee is a necessary party in respect of any action, suit, litigation or
proceeding relating to or arising from the Pooling and Servicing Agreement or
any Mortgage Loan, the Trustee shall have the right to retain counsel and appear
in any such proceeding on its own behalf in order to protect and represent its
interest (but not to otherwise direct, manage or prosecute such litigation or
claim), provided that the Master Servicer or the Special Servicer, as
applicable, shall retain the right to manage and direct any such action, suit,
litigation or proceeding.
The Depositor is not obligated to monitor or supervise the performance of
the Master Servicer, the Special Servicer or the Trustee under the Pooling and
Servicing Agreement. The Depositor may, but is not obligated to, enforce the
obligations of the Master Servicer or the Special Servicer under the Pooling and
Servicing Agreement and may, but is not obligated to, perform or cause a
designee to perform any defaulted obligation of the Master Servicer or the
Special Servicer or exercise any right of the Master Servicer or the Special
Servicer under the Pooling and Servicing Agreement. In the event the Depositor
undertakes any such action, it will be reimbursed and indemnified by the Trust
Fund in accordance with the standard set forth in the paragraph above. Any such
action by the Depositor will not relieve the Master Servicer or the Special
Servicer of its obligations under the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement will provide that each of the 2005-GG5
Master Servicer, 2005-GG5 Special Servicer, 2005-GG5 Depositor, 2005-GG5 Trustee
and the 2005-GG5 Fiscal Agent under the 2005-GG5 Pooling and Servicing
Agreement, and any of their respective directors, officers, employees or agents
(each, a "Pari Passu Indemnified Party"), shall be indemnified by the Trust Fund
and held harmless against the Trust Fund's pro rata share (subject to the
related Intercreditor Agreement) of any and all claims, losses, damages,
penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any other costs, liabilities, fees and expenses incurred in
connection with any legal action relating to the related Whole Loan under the
2005-GG5 Pooling and Servicing Agreement or the Pooling and Servicing Agreement
(but excluding any such losses allocable to the 2005-GG5 Companion Loans),
reasonably requiring the use of counsel or the incurring of expenses other than
any losses incurred by reason of any Pari Passu Indemnified Party's willful
misfeasance, bad faith or negligence in the performance of duties or by reason
of negligent disregard of obligations and duties under the 2005-GG5 Pooling and
Servicing Agreement.
EVENTS OF DEFAULT
"Events of Default" under the Pooling and Servicing Agreement with respect
to the Master Servicer or the Special Servicer, as the case may be, will
include, without limitation:
(a) (i) any failure by the Master Servicer to make a required
deposit to the Collection Account or any failure by the master servicer to
deposit amounts to which any holder of a Companion Loan is entitled to the
applicable serviced companion loan account or remit to the holder of the
Companion Loan, on the day such deposit or remittance was first required
to be made, which failure is not remedied within one business day, or (ii)
any failure by the Master Servicer to deposit into, or remit to the
Trustee for deposit into, the Distribution Account any amount required to
be so deposited or remitted, which failure is not remedied by 11:00 a.m.
New York City time on the relevant Distribution Date;
(b) any failure by the Special Servicer to deposit into any REO
Account within two business days after the day such deposit is required to
be made, or to remit to the Master Servicer for deposit in the Collection
Account any such remittance required to be made by the Special Servicer
within one business day after such remittance is required to be made under
the Pooling and Servicing Agreement;
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(c) any failure by the Master Servicer or the Special Servicer
duly to observe or perform in any material respect any of its other
covenants or obligations under the Pooling and Servicing Agreement, which
failure continues unremedied for thirty days (3 days in the case of the
Master Servicer's failure to make a Property Advance or fifteen days in
the case of a failure to pay the premium for any insurance policy required
to be maintained under the Pooling and Servicing Agreement after written
notice of the failure has been given to the Master Servicer or the Special
Servicer, as the case may be, by any other party to the Pooling and
Servicing Agreement, or to the Master Servicer or the Special Servicer, as
the case may be, with a copy to each other party to the related Pooling
and Servicing Agreement, by Certificateholders of any Class, evidencing,
as to that Class not less than 25% of the Voting Rights; provided,
however, if that failure is capable of being cured and the Master Servicer
or Special Servicer, as applicable, is diligently pursuing that cure, that
30-day period will be extended an additional 60 days; provided that the
Master Servicer, or the Special Servicer, as applicable, has commenced to
cure such failure within the initial 30-day period and has certified that
it has diligently pursued, and is continuing to pursue, a full cure;
(d) any breach on the part of the Master Servicer or the Special
Servicer of any representation or warranty in the Pooling and Servicing
Agreement, which materially and adversely affects the interests of any
Class of Certificateholders, or the holder of a Companion Loan, as
applicable, and which continues unremedied for a period of 30 days after
the date on which notice of that breach, requiring the same to be
remedied, has been given to the Master Servicer or the Special Servicer,
as the case may be, by the Depositor or the Trustee, or to the Master
Servicer, the Special Servicer, the Depositor and the Trustee by the
holders of Certificates entitled to not less than 25% of the Voting Rights
or the holder of a Companion Loan if affected thereby, as applicable;
provided, however, if that breach is capable of being cured and the Master
Servicer or Special Servicer, as applicable, is diligently pursuing that
cure, that 30-day period will be extended an additional 60 days; provided
that the Master Servicer, or the Special Servicer, as applicable, has
commenced to cure such failure within the initial 30-day period and has
certified that it has diligently pursued, and is continuing to pursue, a
full cure;
(e) certain events of insolvency, readjustment of debt, marshaling
of assets and liabilities or similar proceedings in respect of or relating
to the Master Servicer or the Special Servicer, and certain actions by or
on behalf of the Master Servicer or the Special Servicer indicating its
insolvency or inability to pay its obligations;
(f) the Trustee has received a written notice from Fitch (which
the Trustee is required to promptly forward to the Master Servicer or the
Special Servicer, as applicable), to the effect that if the Master
Servicer or the Special Servicer, as applicable, continues to act in such
capacity, the rating or ratings on one or more Classes of Certificates
will be downgraded or withdrawn, citing servicing concerns relating to the
Master Servicer or the Special Servicer, as the case may be, as the sole
or material factor in such action; provided, such Master Servicer or the
Special Servicer, as applicable, shall have ninety (90) days to resolve
such matters to the satisfaction of Fitch (or such longer time period as
may be agreed to in writing by Fitch) prior to the replacement of the
Master Servicer or the Special Servicer or the downgrade of any Class of
Certificates;
(g) the Master Servicer or the Special Servicer is removed from
S&P's select servicer list as a U.S. commercial mortgage master servicer
or a U.S. commercial mortgage special servicer, as applicable, and any of
the ratings assigned by S&P to the series 2006-GG6 certificates or any
securities backed by a Pari Passu Companion Loan is qualified, downgraded
or withdrawn in connection with that removal and the Master Servicer or
Special Servicer is not reinstated to such status on such select servicer
list within 30 days; and
(h) the Master Servicer, or any primary servicer or sub-servicer
appointed by the Master Servicer after the Closing Date (but excluding any
primary servicer or sub-servicer which the Master Servicer has been
instructed to retain by the Depositor or a Loan Seller), shall fail to
deliver the items required by the Pooling and Servicing Agreement after
any applicable notice and cure period to enable the Trustee or Depositor
to comply with the Trust's reporting obligations under the Securities
Exchange Act of 1934, as amended.
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RIGHTS UPON EVENT OF DEFAULT
If an Event of Default with respect to the Master Servicer or the Special
Servicer occurs, then the Trustee may and, at the direction of the holders of
Certificates evidencing at least 25% of the aggregate Voting Rights of all
Certificateholders, will be required to terminate all of the rights and
obligations of the Master Servicer or the Special Servicer as master servicer or
special servicer under the Pooling and Servicing Agreement and in and to the
Trust Fund (except in its capacity as a Certificateholder). Notwithstanding the
foregoing, upon any termination of the Master Servicer or the Special Servicer
under the Pooling and Servicing Agreement, the Master Servicer or the Special
Servicer will continue to be entitled to any rights that accrued prior to the
date of such termination (including the right to receive all accrued and unpaid
servicing compensation through the date of termination plus reimbursement for
all Advances and interest on such Advances as provided in the Pooling and
Servicing Agreement).
On and after the date of termination following an Event of Default by the
Master Servicer or the Special Servicer, the Trustee will succeed to all
authority and power of the Master Servicer or the Special Servicer, as the case
may be, under the Pooling and Servicing Agreement and will be entitled to the
compensation arrangements to which the Master Servicer or the Special Servicer,
as the case may be, would have been entitled. If the Trustee is unwilling or
unable so to act, or if the holders of Certificates evidencing at least 25% of
the aggregate Voting Rights of all Certificateholders so request, or if the
Rating Agencies do not provide written confirmation that the succession of the
Trustee as Master Servicer or Special Servicer will not cause a qualification,
withdrawal or downgrading of the then current ratings assigned to the
Certificates, the Trustee must appoint, or petition a court of competent
jurisdiction for the appointment of, a mortgage loan servicing institution (the
appointment of which will not result in the downgrading, qualification or
withdrawal of the then current ratings assigned to any Class of Certificates as
evidenced in writing by each Rating Agency) to act as successor to the Master
Servicer or Special Servicer, as applicable, under the Pooling and Servicing
Agreement. Pending such appointment, the Trustee is obligated to act in such
capacity. The Trustee and any such successor may agree upon the servicing
compensation to be paid provided, however, that the servicing compensation may
not be in excess of that permitted to the terminated Master Servicer or Special
Servicer, as applicable, unless no successor can be obtained to perform the
obligations for that compensation, any compensation in excess of that payable to
the predecessor Master Servicer or the Special Servicer will be allocated to the
Certificates in the same manner as Realized Losses.
Notwithstanding the foregoing, if an Event of Default on the part of the
Master Servicer affects only a Companion Loan, the Trustee, at the direction of
the holder(s) of the Companion Loan will be required to direct the Master
Servicer to appoint a sub-servicer that will be responsible for servicing the
related Whole Loan but will not be entitled to terminate the Master Servicer.
Notwithstanding the foregoing discussion in this "--Rights Upon Event of
Default" section, if the Master Servicer is terminated under the circumstances
described above because of the occurrence of any of the events of default
described in clauses (f) and (g) under "--Events of Default" above, the Master
Servicer will have the right for a period of 45 days (during which time it will
continue to serve as Master Servicer), at its expense, to sell its master
servicing rights with respect to the Mortgage Loans to a Master Servicer whose
appointment Fitch and S&P have confirmed will not result in a qualification,
downgrade or withdrawal of any of the then-current ratings of the Certificates.
No Certificateholder will have any right under the Pooling and Servicing
Agreement to institute any proceeding with respect to the Pooling and Servicing
Agreement or the Mortgage Loans, unless, with respect to the Pooling and
Servicing Agreement, such holder previously shall have given to the Trustee a
written notice of a default under the Pooling and Servicing Agreement, and of
the continuance of the default, and unless also the holders of Certificates of
each Class affected thereby evidencing Percentage Interests of at least 25% of
such Class shall have made written request of the Trustee to institute such
proceeding in its own name as Trustee under the Pooling and Servicing Agreement
and shall have offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses and liabilities to be incurred in connection
with such proceeding, and the Trustee, for 60 days after its receipt of such
notice, request and offer of indemnity, shall have neglected or refused to
institute such proceeding.
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The Trustee will have no obligation to make any investigation of matters
arising under the Pooling and Servicing Agreement or to institute, conduct or
defend any litigation under the Pooling and Servicing Agreement or in relation
to it at the request, order or direction of any of the holders of Certificates,
unless such holders of Certificates shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which may be
incurred in connection with such action.
AMENDMENT
The Pooling and Servicing Agreement may be amended without the consent of
any of the holders of Certificates or, as applicable, the holders of the
Serviced Companion Loans:
(a) to cure any ambiguity to the extent that it does not adversely
affect any holders of Certificates or the holders of the Serviced
Companion Loans;
(b) to correct or supplement any of its provisions which may be
inconsistent with any other provisions of the Pooling and Servicing
Agreement, with the description of the provisions in this prospectus
supplement or the prospectus or to correct any error;
(c) to change the timing and/or nature of deposits in the
Collection Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account or any REO Account, provided that (A) the Master
Servicer Remittance Date shall in no event be later than the business day
prior to the related Distribution Date, (B) the change would not adversely
affect in any material respect the interests of any Certificateholder, as
evidenced by an opinion of counsel (at the expense of the party requesting
the amendment), or the holders of the Serviced Companion Loans and (C) the
change would not result in the downgrading, qualification or withdrawal of
the ratings assigned to any Class of Certificates by either Rating Agency,
as evidenced by a letter from each Rating Agency;
(d) to modify, eliminate or add to any of its provisions (i) to
the extent as will be necessary to maintain the qualification of either of
the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC or to avoid or
minimize the risk of imposition of any tax on the Trust Fund, provided
that the Trustee has received an opinion of counsel (at the expense of the
party requesting the amendment) to the effect that (1) the action is
necessary or desirable to maintain such qualification or to avoid or
minimize such risk and (2) the action will not adversely affect in any
material respect the interests of any holder of the Certificates or (ii)
to restrict (or to remove any existing restrictions with respect to) the
transfer of the Residual Certificates, provided that the Depositor has
determined that the amendment will not give rise to any tax with respect
to the transfer of the Residual Certificates to a non-permitted transferee
(see "Federal Income Tax Consequences--Federal Income Tax Consequences for
REMIC Certificates--Taxation of Residual Certificates--Tax-Related
Restrictions on Transfer of Residual Certificates" in the prospectus);
(e) to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement or any other
change, provided that the amendment will not adversely affect in any
material respect the interests of any Certificateholder or the holders of
the Serviced Companion Loans, as evidenced by an opinion of counsel or
written confirmation that the change would not result in the downgrading,
qualification or withdrawal of the ratings assigned to any Class of
Certificates by either Rating Agency; and
(f) to amend or supplement any provision of the Pooling and
Servicing Agreement to the extent necessary to maintain the ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced
by written confirmation that the change would not result in the
downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either Rating Agency; provided, that such
amendment will not adversely affect in any material respect the interests
of any Certificateholder or the holders of the Serviced Companion Loans;
provided, further, that no amendment may be made that changes in any
manner the obligations of any Loan Seller under a mortgage loan purchase
agreement without the consent of the applicable Loan Seller or change the
rights or obligations of a holder of a Companion Loan under the applicable
intercreditor agreements without the consent of any affected holder of a
Companion Loan.
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In addition, in the event that one but not both of the two promissory
notes evidencing either of The Shops at LaCantera Loan or the Whalers Village
Loan is repurchased by a Loan Seller, the Pooling and Servicing Agreement may be
amended, without consent of any Certificateholder, to add or modify provisions
relating to Pari Passu Companion Loans for purposes of the servicing and
administration of the repurchased promissory note, provided that the amendment
will not adversely affect in any material respect the interests of any
Certificateholder, as evidenced by written confirmation that the change would
not result in the downgrading, qualification or withdrawal of the ratings
assigned to any Class of Certificates by either Rating Agency.
The Pooling and Servicing Agreement may also be amended with the consent
of the holders of Certificates of each Class affected by the amendment
evidencing, in each case, not less than 66 ?% of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the holders of
the Certificates, except that the amendment may not (1) reduce in any manner the
amount of, or delay the timing of, payments received on the Mortgage Loans which
are required to be distributed on a Certificate of any Class without the consent
of the holder of that Certificate, or that are required to be distributed to any
holder of a Serviced Companion Loan without the consent of the related holder,
(2) reduce the percentage of Certificates of any Class the holders of which are
required to consent to the amendment or remove the requirement to obtain the
consent of any holder of the Serviced Companion Loans without the consent of the
holders of all Certificates of that Class then outstanding or the holders of the
Serviced Companion Loans, as applicable, (3) adversely affect the Voting Rights
of any Class of Certificates, (4) change in any manner the obligations of any
Loan Seller under a Mortgage Loan sale agreement without the consent of the
applicable Loan Seller, or (5) without the consent of 100% of the holders of
Certificates and the holders of the Serviced Companion Loans or written
confirmation that such amendment would not result in the downgrading,
qualification or withdrawal of the ratings assigned to any Class of Certificates
by either Rating Agency, amend the Servicing Standard.
Notwithstanding the foregoing, no party to the Pooling and Servicing
Agreement will be required to consent to any amendment to the Pooling and
Servicing Agreement without having first received an opinion of counsel (at the
expense of the person requesting the amendment) to the effect that the amendment
will not result in the imposition of a tax on any portion of the Trust Fund or
cause either of the Upper-Tier REMIC or Lower-Tier REMIC to fail to qualify as a
REMIC.
The "Voting Rights" assigned to each Class shall be (a) 0% in the case of
the Class R and Class LR Certificates; (b) 1% in the case of the Class X
Certificates, provided that the Voting Rights of the Class X Certificates will
be reduced to zero upon reduction of the Notional Amount of that Class to zero
and (c) in the case of the Class A-1, Class A-2, Class A-3, Class A-AB, Class
A-4, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class
F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class
P, Class Q and Class S Certificates, a percentage equal to the product of (i)
99% multiplied by (ii) a fraction, the numerator of which is equal to the
aggregate outstanding Certificate Principal Amount of any such Class and the
denominator of which is equal to the aggregate outstanding Certificate Principal
Amounts of all Classes of Certificates. For purposes of determining Voting
Rights, the Certificate Principal Amount of each Class will not be reduced by
the amount allocated to that Class of any Appraisal Reductions. The Voting
Rights of any Class of Certificates shall be allocated among holders of
Certificates of such Class in proportion to their respective Percentage
Interests.
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REALIZATION UPON MORTGAGE LOANS
SPECIALLY SERVICED MORTGAGE LOANS; APPRAISALS. Within 60 days following
the occurrence of an Appraisal Reduction Event, the Special Servicer will be
required (i) with respect to any Mortgage Loan (including the Serviced Whole
Loans but not including Non-Serviced Loans) with an outstanding principal
balance equal to or in excess of $2,000,000, to obtain an appraisal of the
Mortgaged Property or REO Property, as the case may be, from an independent
appraiser in accordance with MAI standards (an "Updated Appraisal"), or (ii)
with respect to any Mortgage Loan with an outstanding principal balance less
than $2,000,000, to perform an internal valuation of the Mortgaged Property.
However, the Special Servicer will not be required to obtain an Updated
Appraisal or perform an internal valuation of any Mortgaged Property with
respect to which there exists an appraisal or internal valuation, as applicable,
which is less than twelve months old, and the Special Servicer has no knowledge
of any change in circumstances which would materially affect the validity of
that appraisal or internal valuation. The cost of any Updated Appraisal shall be
a Property Advance to be paid by the Master Servicer.
STANDARDS FOR CONDUCT GENERALLY IN EFFECTING FORECLOSURE OR THE SALE OF
DEFAULTED LOANS. In connection with any foreclosure, enforcement of the loan
documents, or other acquisition, the cost and expenses of any such proceeding
will be paid by the Master Servicer as a Property Advance.
If the Special Servicer elects to proceed with a non-judicial foreclosure
in accordance with the laws of the state where the Mortgaged Property is
located, the Special Servicer shall not be required to pursue a deficiency
judgment against the related borrower, if available, or any other liable party
if the laws of the state do not permit such a deficiency judgment after a
non-judicial foreclosure or if the Special Servicer determines, in accordance
with the Servicing Standard, that the likely recovery if a deficiency judgment
is obtained will not be sufficient to warrant the cost, time, expense and/or
exposure of pursuing the deficiency judgment and such determination is evidenced
by an officers' certificate delivered to the Trustee.
Notwithstanding anything in this prospectus supplement to the contrary,
the Pooling and Servicing Agreement will provide that the Special Servicer will
not, on behalf of the Trust Fund and, if applicable, the related Companion
Loans, obtain title to a Mortgaged Property as a result of foreclosure or by
deed in lieu of foreclosure or otherwise, and will not otherwise acquire
possession of, or take any other action with respect to, any Mortgaged Property
if, as a result of any such action, the Trustee, or the Trust Fund or the
holders of Certificates, would be considered to hold title to, to be a
"mortgagee-in-possession" of, or to be an "owner" or "operator" of, such
Mortgaged Property within the meaning of the federal Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as amended, or any comparable
law, unless the Special Servicer has previously determined, based on an
environmental assessment report prepared by an independent person who regularly
conducts environmental audits, that: (i) such Mortgaged Property is in
compliance with applicable environmental laws or, if not, after consultation
with an environmental consultant that it would be in the best economic interest
of the Trust Fund to take such actions as are necessary to bring such Mortgaged
Property in compliance with applicable environmental laws and (ii) there are no
circumstances present at such Mortgaged Property relating to the use, management
or disposal of any hazardous materials for which investigation, testing,
monitoring, containment, clean-up or remediation could be required under any
currently effective federal, state or local law or regulation, or that, if any
such hazardous materials are present for which such action could be required,
after consultation with an environmental consultant it would be in the best
economic interest of the Trust Fund to take such actions with respect to the
affected Mortgaged Property. If appropriate, the Special Servicer may establish
a single member limited liability company with the Trust Fund as the sole owner
to hold title to REO Property.
In the event that title to any Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale
is required to be issued to the Trustee, to a co-trustee or to its nominee, on
behalf of holders of Certificates or, if applicable, the holder of the related
Companion Loan. Notwithstanding any such acquisition of title and cancellation
of the related Mortgage Loan, such Mortgage Loan shall be considered to be an
REO Mortgage Loan held in the Trust Fund until such time as the related REO
Property shall be sold by the Trust Fund and shall be reduced only by
collections net of expenses.
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If title to any Mortgaged Property is acquired by the Trust Fund (directly
or through a single member limited liability company established for that
purpose), the Special Servicer will be required to sell the Mortgaged Property
prior to the close of the third calendar year beginning after the year of
acquisition, unless (1) the Internal Revenue Service (the "IRS") grants an
extension of time to sell the property or (2) the Trustee receives an opinion of
independent counsel to the effect that the holding of the property by the Trust
Fund longer than the above-referenced three year period will not result in the
imposition of a tax on either of the Upper-Tier REMIC or the Lower-Tier REMIC or
cause the Trust Fund (or either of the Upper-Tier REMIC or the Lower-Tier REMIC)
to fail to qualify as a REMIC under the Code at any time that any Certificate is
outstanding. Subject to the foregoing and any other tax-related limitations,
pursuant to the Pooling and Servicing Agreement, the Special Servicer will
generally be required to attempt to sell any Mortgaged Property so acquired in
accordance with the Servicing Standard. The Special Servicer will also be
required to ensure that any Mortgaged Property acquired by the Trust Fund is
administered so that it constitutes "foreclosure property" within the meaning of
Code Section 860G(a)(8) at all times, that the sale of the property does not
result in the receipt by the Trust Fund of any income from nonpermitted assets
as described in Code Section 860F(a)(2)(B). If the Trust Fund acquires title to
any Mortgaged Property, the Special Servicer, on behalf of the Trust Fund, will
retain, at the expense of the Trust Fund, an independent contractor to manage
and operate the property. The independent contractor generally will be permitted
to perform construction (including renovation) on a foreclosed property only if
the construction was at least 10% completed at the time default on the related
Mortgage Loan became imminent. The retention of an independent contractor,
however, will not relieve the Special Servicer of its obligation to manage the
Mortgaged Property as required under the Pooling and Servicing Agreement.
Generally, neither the Upper-Tier REMIC nor the Lower-Tier REMIC will be
taxable on income received with respect to a Mortgaged Property acquired by the
Trust Fund to the extent that it constitutes "rents from real property," within
the meaning of Code Section 856(c)(3)(A) and Treasury regulations under the
Code. Rents from real property include fixed rents and rents based on the gross
receipts or sales of a tenant but do not include the portion of any rental based
on the net income or profit of any tenant or sub-tenant. No determination has
been made whether rent on any of the Mortgaged Properties meets this
requirement. Rents from real property include charges for services customarily
furnished or rendered in connection with the rental of real property, whether or
not the charges are separately stated. Services furnished to the tenants of a
particular building will be considered as customary if, in the geographic market
in which the building is located, tenants in buildings which are of similar
Class are customarily provided with the service. No determination has been made
whether the services furnished to the tenants of the Mortgaged Properties are
"customary" within the meaning of applicable regulations. It is therefore
possible that a portion of the rental income with respect to a Mortgaged
Property owned by the Trust Fund would not constitute rents from real property,
or that none of such income would qualify if a separate charge is not stated for
such non-customary services or they are not performed by an independent
contractor. Rents from real property also do not include income from the
operation of a trade or business on the Mortgaged Property, such as a hotel. Any
of the foregoing types of income may instead constitute "net income from
foreclosure property," which would be taxable to the Lower-Tier REMIC at the
highest marginal federal corporate rate (currently 35%) and may also be subject
to state or local taxes. The Pooling and Servicing Agreement provides that the
Special Servicer will be permitted to cause the Lower-Tier REMIC to earn "net
income from foreclosure property" that is subject to tax if it determines that
the net after-tax benefit to Certificateholders is greater than another method
of operating or net leasing the Mortgaged Property. Because these sources of
income, if they exist, are already in place with respect to the Mortgaged
Properties, it is generally viewed as beneficial to Certificateholders to permit
the Trust Fund to continue to earn them if it acquires a Mortgaged Property,
even at the cost of this tax. These taxes would be chargeable against the
related income for purposes of determining the proceeds available for
distribution to holders of Certificates. See "Federal Income Tax
Consequences--Federal Income Tax Consequences for REMIC Certificates--Taxes That
May Be Imposed on the REMIC Pool--Prohibited Transactions" in the prospectus.
To the extent that liquidation proceeds collected with respect to any
Mortgage Loan are less than the sum of: (1) the outstanding principal balance of
the Mortgage Loan, (2) interest accrued on the Mortgage Loan and (3) the
aggregate amount of outstanding reimbursable expenses (including any (i) unpaid
servicing compensation, (ii) unreimbursed Property Advances, (iii) accrued and
unpaid interest on all
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Advances and (iv) additional Trust Fund expenses) incurred with respect to the
Mortgage Loan, the Trust Fund will realize a loss in the amount of the
shortfall. The Trustee, the Master Servicer and/or the Special Servicer will be
entitled to reimbursement out of the liquidation proceeds recovered on any
Mortgage Loan, prior to the distribution of those liquidation proceeds to
Certificateholders, of any and all amounts that represent unpaid servicing
compensation in respect of the related Mortgage Loan, certain unreimbursed
expenses incurred with respect to the Mortgage Loan and any unreimbursed
Advances (including interest on Advances) made with respect to the Mortgage
Loan. In addition, amounts otherwise distributable on the Certificates will be
further reduced by interest payable to the Master Servicer, the Special Servicer
or Trustee on these Advances.
SALE OF DEFAULTED MORTGAGE LOANS. The Pooling and Servicing Agreement
grants to the majority Certificateholder of the Controlling Class and the
Special Servicer an option to purchase from the Trust Fund any defaulted
Mortgage Loans (including the Non-Serviced Loans) that is at least 60 days
delinquent as to any Monthly Payment (or is delinquent as to its balloon
payments). Any purchase option with respect to any Whole Loan is subject to the
rights granted to any other person under the related intercreditor agreement.
The option purchase price for a defaulted Mortgage Loan will equal the
fair value of such Mortgage Loan, as determined by the Special Servicer. The
Special Servicer is required to recalculate the fair value of such defaulted
Mortgage Loan if there has been a material change in circumstances or the
Special Servicer has received new information that has a material effect on
value (or otherwise if the time since the last valuation exceeds 60 days). To
the extent the Special Servicer or one of its affiliates is exercising the
option to purchase a defaulted Mortgage Loan, the Trustee will be required to
verify the fair value of the defaulted Mortgage Loan. In making such
verification, the Trustee, in accordance with the Pooling and Servicing
Agreement, will be entitled to rely on an appraisal of the Mortgaged Property.
Subject to certain conditions specified in the Pooling and Servicing Agreement,
the option is assignable to a third party by its holder, and upon such
assignment, the third party assignee will have all the rights granted to the
original holder of the option. The option will automatically terminate, and will
no longer be exercisable, if the Mortgage Loan to which it relates is no longer
delinquent, because the defaulted Mortgage Loan has (i) made all delinquent
payments, (ii) been subject to a work-out arrangement, (iii) been foreclosed
upon or otherwise resolved (including by a full or discounted pay-off), (iv) has
been purchased by the holder of the related mezzanine loan.
Subject to the rights of a mezzanine lender under a mezzanine
intercreditor agreement, unless and until the above-described purchase option
with respect to a Mortgage Loan in default is exercised, the Special Servicer
will be required to pursue such other resolution strategies available under the
Pooling and Servicing Agreement, including workout and foreclosure, consistent
with the Servicing Standard, but the Special Servicer will not be permitted to
sell the Mortgage Loan in default other than pursuant to the exercise of the
purchase option.
With respect to the Maryland Multifamily Portfolio Loan and the JQH Hotel
Portfolio B3 Loan, the option of the Controlling Class and the Special Servicer
to purchase such loan when it becomes a defaulted Mortgage Loan will be limited
to that loan and such purchaser will not have any rights to purchase any of the
respective Companion Loans.
MODIFICATIONS, WAIVERS AND AMENDMENTS. The Pooling and Servicing Agreement
will permit the Special Servicer to modify, waive or amend any term of any
Mortgage Loan if (other than a Non-Serviced Loan) (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 prepayment lock-out
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 the Special Servicer, materially
impair the security for the Mortgage Loan or reduce the likelihood of timely
payment
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of amounts due on the Mortgage Loan. The Master Servicer may enter into waivers,
consents or approvals involving routine or immaterial matters without the
consent of any person.
Notwithstanding clause (b) of the preceding paragraph, the 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)
extend the maturity date of any Specially Serviced Mortgage Loan, (v) permit the
substitution of collateral for any Specially Serviced Mortgage Loan, and/or (vi)
accept a principal prepayment during any lockout period; provided that (x) the
related borrower is in default with respect to the Specially Serviced Mortgage
Loan or, in the judgment of the Special Servicer, such default is reasonably
foreseeable and (y) in the sole, good faith judgment of the Special Servicer,
such modification, waiver or amendment would increase the recovery to
Certificateholders on a net present value basis. In no event, however, will the
Special Servicer be permitted to (i) extend the maturity date of a Mortgage Loan
beyond a date that is two years prior to the Rated Final Distribution Date, or
(ii) if the Mortgage Loan is secured by a ground lease, extend the maturity date
of such Mortgage Loan beyond a date which is 20 years prior to the expiration of
the term of such ground lease (or, to the extent consistent with the Servicing
Standard 10 years if the Special Servicer gives due consideration to the
remaining term of the ground lease).
Any modification, waiver or amendment with respect to a Whole Loan may be
subject to the approval of one or more holders of a related Companion Loan as
described under "Description of the Mortgage Pool--The Whole Loans" in this
prospectus supplement.
Each of the Master Servicer and the Special Servicer will be required to
notify the Trustee, the Rating Agencies and the other servicer of any
modification, waiver or amendment of any term of any Mortgage Loan, and to
deliver to the Trustee or the related custodian, for deposit in the related
mortgage file, an original counterpart of the agreement related to the
modification, waiver or amendment, promptly (and in any event within 10 business
days) following the execution of the agreement. Copies of such modification,
waiver or amendment agreement are required to be available for review during
normal business hours at the offices of the Trustee.
In addition to the other provisions described in this prospectus
supplement, the Special Servicer will be permitted to modify, waive or amend any
term of a Mortgage Loan (other than a Non-Serviced Loan) that is not in default
or as to which default is not reasonably foreseeable if, and only if, such
modification, waiver or amendment (a) would not be "significant" as such term is
defined in Treasury Regulations Section 1.860G-2(b), which, in the judgment of
the Special Servicer, may be evidenced by an opinion of counsel and (b) would be
in accordance with the Servicing Standard. The Master Servicer or the Special
Servicer, as applicable, is required to provide copies of any modifications,
waiver or amendment to each Rating Agency.
THE CONTROLLING CLASS REPRESENTATIVE
The Controlling Class Representative will be entitled to advise the
Special Servicer with respect to the following actions and others more
particularly described in the Pooling and Servicing Agreement and, except as
otherwise described below, the Special Servicer will not be permitted to take
any of the following actions with respect to any Mortgage Loan as to which the
Controlling Class Representative has objected in writing within ten business
days of having been notified of the proposed action (provided that if such
written objection has not been delivered to the Special Servicer within the ten
business day period (or 30 days with respect to the 200 Madison Avenue Whole
Loan), the Controlling Class Representative will be deemed to have approved such
action):
o any foreclosure upon or comparable conversion (which may include
acquisitions of an REO Property) of the ownership of properties
securing the Specially Serviced Mortgage Loans as come into and
continue in default;
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o any modification, extension, amendment or waiver of a monetary term
(including the timing of payments) or any material non-monetary term
of a Mortgage Loan;
o any proposed sale of an REO Property for less than the Purchase
Price (other than in connection with the termination of the Trust
Fund as described below under "--Optional Termination; Optional
Mortgage Loan Purchase" or pursuant to a purchase option as
described above under "--Realization Upon Mortgage Loans--Sale of
Defaulted Mortgage Loans");
o any acceptance of a discounted payoff of a Mortgage Loan (other than
in connection with the termination of the Trust Fund as described
below under "--Optional Termination; Optional Mortgage Loan
Purchase" or pursuant to a purchase option as described above under
"--Realization Upon Mortgage Loans--Sale of Defaulted Mortgage
Loans");
o any determination to bring a Mortgaged Property or an REO Property
into compliance with applicable environmental laws or to otherwise
address hazardous materials located at a Mortgaged Property or an
REO Property;
o any release of collateral for a Mortgage Loan or any release of a
Mortgagor or guarantor or acceptance of any assumption agreement
(other than in accordance with the terms of, or upon satisfaction
of, such Mortgage Loan);
o any acceptance of substitute or additional collateral for a Mortgage
Loan (other than in accordance with the terms of such Mortgage
Loan);
o any waiver of a "due on sale" or "due on encumbrance" clause with
respect to any Mortgage Loan;
o any acceptance of an assumption agreement releasing a mortgagor or a
guarantor from liability under a Mortgage Loan; or
o any release of any performance or "earn-out" reserves.
In the event that the Special Servicer determines that immediate action is
necessary to protect the interests of the Certificateholders (as a collective
whole), the Special Servicer may take any such action without waiting for the
Controlling Class Representative's response.
The Controlling Class Representative may also direct the Special Servicer
to take, or to refrain from taking, other actions with respect to a Mortgage
Loan, as the Controlling Class Representative may reasonably deem advisable;
provided that the Special Servicer will not take or refrain from taking any
action pursuant to instructions from the Controlling Class Representative that
would cause it to violate applicable law, the Pooling and Servicing Agreement,
including the Servicing Standard, or the REMIC provisions of the Code.
The Controlling Class Representative at its expense has the right to
remove and replace the Special Servicer with another Special Servicer acceptable
to the Rating Agencies.
The "Controlling Class Representative" will be the Controlling Class
Certificateholder selected by more than 50% of the Controlling Class
Certificateholders, by Certificate Principal Amount, as certified by the
Certificate Registrar from time to time; provided, however, that (1) absent that
selection, or (2) until a Controlling Class Representative is so selected or (3)
upon receipt of a notice from a majority of the Controlling Class
Certificateholders, by Certificate Principal Amount, that a Controlling Class
Representative is no longer designated, the Controlling Class Certificateholder
that owns the largest aggregate Certificate Principal Amount of the Controlling
Class will be the Controlling Class Representative.
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A "Controlling Class Certificateholder" is each holder (or Certificate
Owner, if applicable) of a Certificate of the Controlling Class as certified to
the Certificate Registrar from time to time by the holder (or Certificate
Owner).
The "Controlling Class" will be as of any time of determination the most
subordinate Class of Certificates then outstanding that has a Certificate
Principal Amount at least equal to 25% of the initial Certificate Principal
Amount of that Class. For purposes of determining identity of the Controlling
Class, the Certificate Principal Amount of each Class will not be reduced by the
amount allocated to that Class of any Appraisal Reductions. The Controlling
Class as of the Closing Date will be the Class P Certificates.
With respect to The Shops at LaCantera Loan, if any Certificate is held by
the related borrower or an affiliate of the related borrower, that borrower or
affiliate will not be entitled to have any voting or veto rights with respect to
any matters as to which the Controlling Class has any approval or voting rights
regarding The Shops at LaCantera Loan or the related Companion Loan.
Notwithstanding the foregoing, with respect to each Serviced Whole Loan,
the Controlling Class Representative will not have any of the above described
approval rights unless permitted under the related intercreditor agreement or
will exercise them in conjunction with the holders of the related Companion
Loans as described under "Description of the Mortgage Pool--The Whole Loans" in
this prospectus supplement.
With respect to each Non-Serviced Loan, any consent or approvals on
actions to be taken by the special servicer or master servicer under the
2005-GG5 Pooling and Servicing Agreement are governed by the terms of the
2005-GG5 Pooling and Servicing Agreement and the related Intercreditor Agreement
and described under "Description of the Mortgage Pool" and "The Pooling and
Servicing Agreement--Servicing of the Whole Loans" in this prospectus
supplement.
LIMITATION ON LIABILITY OF CONTROLLING CLASS REPRESENTATIVE
The Controlling Class Representative will not be liable to the Trust Fund
or the Certificateholders for any action taken, or for refraining from the
taking of any action pursuant to the Pooling and Servicing Agreement, or for
errors in judgment. However, the Controlling Class Representative will not be
protected against any liability to any Controlling Class Certificateholder which
would otherwise be imposed by reason of willful misfeasance, bad faith or
negligence in the performance of duties or by reason of reckless disregard of
obligations or duties.
Each Certificateholder acknowledges and agrees, by its acceptance of its
Certificates, that the Controlling Class Representative:
o may have special relationships and interests that conflict with
those of holders of one or more classes of certificates,
o may act solely in the interests of the holders of the Controlling
Class,
o does not have any duties to the holders of any Class of certificates
other than the Controlling Class,
o may take actions that favor the interests of the holders of the
Controlling Class over the interests of the holders of one or more
other classes of certificates, and
o will have no liability whatsoever for having so acted and that no
Certificateholder may take any action whatsoever against the
Controlling Class Representative or any director, officer, employee,
agent or principal of the Controlling Class Representative for
having so acted.
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TERMINATION; RETIREMENT OF CERTIFICATES
The obligations created by the Pooling and Servicing Agreement will
terminate upon payment (or provision for payment) to all Certificateholders of
all amounts held by the Trustee and required to be paid following the earlier of
(1) the final payment (or related Advance) or other liquidation of the last
Mortgage Loan or REO Property, (2) the voluntary exchange of all the then
outstanding certificates as described below under "--Optional Termination;
Optional Mortgage Loan Purchase" or (3) the purchase or other liquidation of all
of the assets of the trust fund as described below under "--Optional
Termination; Optional Mortgage Loan Purchase." Written notice of termination of
the Pooling and Servicing Agreement will be given by the Trustee to each
Certificateholder and each Rating Agency and the final distribution will be made
only upon surrender and cancellation of the Certificates at the office of the
Certificate Registrar or other location specified in the notice of termination.
OPTIONAL TERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE
The holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, and if the Controlling Class does
not exercise its option, the Special Servicer and, if the Special Servicer does
not exercise its option, the Master Servicer and, if none of the Controlling
Class, the Special Servicer or the Master Servicer exercises its option, the
holders of the Class LR Certificates, representing greater than a 50% Percentage
Interest of the Class LR Certificates, will have the option to purchase all of
the Mortgage Loans (in the case of each of the Whole Loans, subject to certain
rights of the holders of Subordinate Companion Loans provided for in the related
intercreditor agreement) and all property acquired in respect of any Mortgage
Loan remaining in the Trust Fund, and thereby effect termination of the Trust
Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balance of the
Mortgage Loans remaining in the Trust Fund is less than 1% of the aggregate
Stated Principal Balance of such Mortgage Loans as of the Cut-off Date. The
purchase price payable upon the exercise of such option on such a Distribution
Date will be an amount equal to the greater of (i) the sum of (A) 100% of the
outstanding principal balance of each Mortgage Loan included in the Trust Fund
as of the last day of the month preceding such Distribution Date; (B) the fair
market value of all other property included in the Trust Fund as of the last day
of the month preceding such Distribution Date, as determined by an independent
appraiser as of a date not more than 30 days prior to the last day of the month
preceding such Distribution Date; (C) all unpaid interest accrued on the
outstanding principal balance of each such Mortgage Loan (including any Mortgage
Loans as to which title to the related Mortgaged Property has been acquired) at
the Mortgage Rate (plus the Excess Rate, to the extent applicable) to the last
day of the Interest Accrual Period preceding such Distribution Date, and (D)
Property Advances (to the extent not previously reimbursed by or on behalf of
the related borrower), and unpaid servicing compensation, special servicing
compensation, Trustee Fees and Trust Fund expenses, in each case to the extent
permitted under the Pooling and Servicing Agreement with interest on all
unreimbursed Advances at the Advance Rate and (ii) the aggregate fair market
value of the Mortgage Loans and all other property acquired in respect of any
Mortgage Loan in the Trust Fund, on the last day of the month preceding such
Distribution Date, as determined by an independent appraiser acceptable to the
Master Servicer, together with one month's interest on the outstanding principal
balance of each such Mortgage Loan, and as to any REO Property, of each related
REO Mortgage Loan at the related Mortgage Rates. There can be no assurance that
payment of the Certificate Principal Amount, if any, of each outstanding Class
of Certificates plus accrued interest would be made in full in the event of such
a termination of the Trust Fund. See "Description of the
Certificates--Termination" in the prospectus.
The Trust Fund may also be terminated upon the exchange of all then
outstanding Certificates, including the Class X Certificates, for the Mortgage
Loans remaining in the Trust Fund at any time the aggregate Certificate
Principal Amounts of the Class A, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates have been reduced to zero, but all the
holders of such classes of outstanding Certificates would have to voluntarily
participate in such exchange.
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REPORTS TO CERTIFICATEHOLDERS; AVAILABLE INFORMATION
Trustee Reports. On each Distribution Date, the Trustee will be required
to provide or make available to each Certificateholder of record a Distribution
Date statement providing information relating to distributions made on that date
for the relevant class and the recent status of the Mortgage Loans.
In addition, the Trustee will provide or make available, to the extent
received from the Master Servicer on each Distribution Date to each
Certificateholder, each holder of a Companion Loan and other parties to the
Pooling and Servicing Agreement, the following reports prepared by the Master
Servicer or the Special Servicer, as applicable, substantially in the forms
provided in the Pooling and Servicing Agreement (which forms are subject to
change) and including substantially the following information:
(1) a report as of the close of business on the immediately preceding
Determination Date, containing some categories of information
regarding the Mortgage Loans provided in Annex A to this prospectus
supplement in the tables under the caption "Mortgage Pool
Information," calculated, where applicable, on the basis of the most
recent relevant information provided by the borrowers to the Master
Servicer and by the Master Servicer to the Trustee, and presented in
a loan-by-loan and tabular format substantially similar to the
formats utilized in Annex A to this prospectus supplement;
(2) a Commercial Mortgage Securities Association ("CMSA") delinquent
loan status report;
(3) a CMSA historical loan modification and corrected mortgage loan
report;
(4) a CMSA historical liquidation report;
(5) a CMSA REO status report;
(6) a CMSA servicer watch list; and
(7) a CMSA loan level reserve and LOC report.
The Master Servicer or the Special Servicer, as applicable, may omit any
information from these reports that the Master Servicer or the Special Servicer
regards as confidential. None of the Master Servicer, the Special Servicer or
the Trustee will be responsible for the accuracy or completeness of any
information supplied to it by a borrower, the Depositor, any Loan Seller, any
master servicer, special servicer or other similar party under the 2005-GG5
Pooling and Servicing Agreement other third party that is included in any
reports, statements, materials or information prepared or provided by the Master
Servicer, the Special Servicer or the Trustee, as applicable. Some information
will be made available to Certificateholders by electronic transmission as may
be agreed upon between the Depositor and the Trustee.
Before each Distribution Date, the Master Servicer will deliver to the
Trustee by electronic means:
o a CMSA comparative financial status report; and
o a CMSA loan periodic update file.
In addition, the Master Servicer or Special Servicer, as applicable, is
also required to perform the following for each Mortgaged Property and REO
Property:
o Within 30 days after receipt of a quarterly operating statement, if
any, beginning with the calendar quarter ended June 30, 2006, a CMSA
operating statement analysis report but only to the extent the
related borrower is required by the Mortgage Loan documents to
deliver and does deliver, or otherwise agrees to provide and does
provide, that information, for the Mortgaged Property or REO
Property as of the end of that calendar quarter. The Master Servicer
or Special Servicer, as applicable, will deliver to the Trustee by
electronic means the operating statement analysis upon request.
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o Within 30 days after receipt by the Special Servicer or the Master
Servicer of an annual operating statement, a CMSA NOI adjustment
worksheet, but only to the extent the related borrower is required
by the mortgage to deliver and does deliver, or otherwise agrees to
provide and does provide, that information, presenting the
computation 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
servicer to satisfy its reporting obligation described in clause (1)
above. The Special Servicer or the Master Servicer will deliver to
the Trustee by electronic means the CMSA NOI adjustment worksheet
upon request.
Certificate Owners and any holder of a Companion Loan who have certified
to the Trustee their beneficial ownership of any Offered Certificate or a
Companion Loan, as applicable, may also obtain access to any of the Trustee
reports upon request. Otherwise, until the time Definitive Certificates are
issued to evidence the Offered Certificates, the information described above
will be available to the related Certificate Owners only if DTC and its
participants provide the information to Certificate Owners. See "Risk
Factors--Book Entry Registration" in this prospectus supplement.
Information Available Electronically. The Trustee will make available each
month, to any interested person (including any holder of a Companion Loan), the
Distribution Date statement, the CMSA bond level file and the CMSA collateral
summary file via the Trustee's internet website. The Trustee's internet website
will initially be located at www.ctslink.com. In addition, the Trustee will also
make Mortgage Loan information, as presented in the CMSA loan setup file and
CMSA loan periodic update file format, available each month to any interested
person via the Trustee's internet website. The Trustee will also make available,
as a convenience for interested persons (and not in furtherance of the
distribution of the prospectus or the prospectus supplement under the securities
laws), the Pooling and Servicing Agreement, the prospectus and the prospectus
supplement via the Trustee's internet website. The Trustee will make no
representations or warranties as to the accuracy or completeness of such
documents and will assume no responsibility for them. In addition, the Trustee
may disclaim responsibility for any information distributed by the Trustee for
which it is not the original source.
The Trustee will make available each month, on a restricted basis, the
CMSA delinquent loan status report, the CMSA historical loan modification
report, the CMSA historical liquidation report, the CMSA REO status report, the
CMSA servicer watch list, the CMSA NOI adjustment worksheet, the CMSA
comparative financial status report and the CMSA operating statement analysis
report, in each case to the extent received from the Master Servicer, to any
holder or Certificate Owner of an Offered Certificate and each holder of a
Companion Loan or any person identified to the Trustee by a holder or
Certificate Owner as a prospective transferee of an Offered Certificate or any
interest in an Offered Certificate, the Rating Agencies, designees of the
Depositor and to any of the parties to the Pooling and Servicing Agreement via
the Trustee's internet website. Access will be provided by the Trustee to that
person upon receipt by the Trustee from such person of a certification in the
form attached to the Pooling and Servicing Agreement, which form will also be
located on and submitted electronically via the Trustee's internet website. The
Rating Agencies and the parties to the Pooling and Servicing Agreement will not
be required to provide that certification.
In addition, copies of each Statement to Certificateholders will be filed
with the SEC through its EDGAR system located at "http://www.sec.gov" under the
name of the Issuing Entity for so long as the Issuing Entity is subject to the
reporting requirement of the Securities Exchange Act of 1934, as amended. The
public also may read and copy any materials filed with the SEC at its Public
Reference Room located at 100 F Street, NE, Washington, DC 20549. The public may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330.
In connection with providing access to the Trustee's internet website, the
Trustee may require registration and the acceptance of a disclaimer. The Trustee
will not be liable for the dissemination of information in accordance with the
terms of the Pooling and Servicing Agreement.
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Other Information. The Trustee will make available at its offices, during
normal business hours, for review by any holder, Certificate Owner or any holder
of a Companion Loan or prospective purchase of an Offered Certificate, originals
or copies of the following items to the extent they are held by the Trustee.
o the Pooling and Servicing Agreement and any amendments;
o all Trustee reports made available to holders of each relevant class
of Offered Certificates since the Closing Date;
o all officers' certificates and accountants' reports delivered to the
Trustee since the Closing Date;
o the most recent property inspection report prepared by or on behalf
of the Master Servicer or the Special Servicer, as applicable, and
delivered to the Trustee for each Mortgaged Property;
o the most recent operating statements, if any, collected by or on
behalf of the Master Servicer or the Special Servicer, as
applicable, and delivered to the Trustee for each Mortgaged
Property; and
o the mortgage note, mortgage or other legal documents relating to
each Mortgage Loan, including any and all modifications, waivers,
and amendments of the terms of a Mortgage Loan entered into by the
Master Servicer or Special Servicer, as applicable, and delivered to
the Trustee.
The Trustee will provide copies of the items described above upon
reasonable written request. The Trustee may require payment for the reasonable
costs and expenses of providing the copies and may also require a confirmation
executed by the requesting person or entity, in a form reasonably acceptable to
the Trustee, to the effect that the person or entity making the request is a
beneficial owner or prospective purchaser of Offered Certificates, is requesting
the information solely for use in evaluating its investment in the Certificates
and will otherwise keep the information confidential. Certificateholders, by the
acceptance of their Certificates, will be deemed to have agreed to keep this
information confidential. The Master Servicer may, but is not required to, make
information available over the internet.
Pursuant to the Pooling and Servicing Agreement, the Master Servicer and
Special Servicer, as the case may be, may make available from time to time, at
their sole option, either by telephone, electronically or otherwise, an employee
to answer questions from Certificate Owners or any holder of a Companion Loan
regarding the performance and servicing of the Mortgage Loans and/or REO
Properties for which the Master Servicer or Special Servicer, as the case may
be, is responsible. The Master Servicer and the Special Servicer each may
condition such disclosure upon such Certificate Owner entering into a
confidentiality agreement regarding such disclosure to it. Neither the Master
Servicer nor the Special Servicer will provide any information or disclosures in
violation of any applicable law, rule or regulation.
The Trustee is responsible for the preparation of tax returns on behalf of
the Trust and the preparation of monthly reports on Form 10-D (based on
information included in each monthly Statement to Certificateholders and other
information provided by other transaction parties) and annual reports on Form
10-K and other reports on Form 8-K that are required to be filed with the SEC on
behalf of the Trust.
The Trustee will make each Statement to Certificateholders available each
month to Certificateholders and the other parties to the Pooling and Servicing
Agreement via the Trustee's internet website. The Trustee will also make the
periodic reports described in the prospectus under "Description of
Certificates--Reports to Certificateholders" relating to the Issuing Entity
available through its website on the same date they are filed with the SEC. The
Trustee's internet website will initially be located at www.ctslink.com.
Assistance in using the website can be obtained by calling the Trustee's
customer service desk at (301) 815-6600. Parties that are unable to use the
website are entitled to have a paper copy mailed to them at no charge via first
class mail by calling the customer service desk.
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USE OF PROCEEDS
The net proceeds from the sale of the Certificates will be used by the
Depositor to pay the purchase price of the Mortgage Loans.
FEDERAL INCOME TAX CONSEQUENCES
Elections will be made to treat designated portions of the Trust Fund as
two separate real estate mortgage investment conduits (the "Upper-Tier REMIC"
and the "Lower-Tier REMIC", respectively, and each, a "REMIC" within the meaning
of Sections 860A through 860G of the Code (the "REMIC Provisions"). The
Lower-Tier REMIC will hold the Mortgage Loans, the proceeds of those Mortgage
Loans, and any property (including a beneficial interest on real property in the
case of the Non-Serviced Loan) that secured a Mortgage Loan that was acquired by
foreclosure or deed in lieu of foreclosure, and will issue several
uncertificated classes of regular interests (the "Lower-Tier Regular Interests")
to the Upper-Tier REMIC and the Class LR Certificates, which will represent the
sole class of residual interests in the Lower-Tier REMIC. The Upper-Tier REMIC
will hold the Lower-Tier Regular Interests, and will issue the Class A-1, Class
A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-M, Class A-J, Class
X-P, Class X-C, Class B, Class C, Class D, Class E, Class F, Class G, Class H,
Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q and Class
S Certificates (the "Regular Certificates") as classes of regular interests and
the Class R Certificates as the sole class of residual interests in the
Upper-Tier REMIC.
On the Closing Date, Cadwalader, Wickersham & Taft LLP, special counsel to
the Depositor, will deliver its opinion that, assuming (1) the making of
appropriate elections, (2) compliance with the provisions of the Pooling and
Servicing Agreement, (3) compliance with the provisions of the 2005-GG5 Pooling
and Servicing Agreement and the continued qualification of each REMIC formed
thereunder and (4) compliance with applicable changes in the Internal Revenue
Code of 1986, as amended (the "Code"), including the REMIC Provisions, for
federal income tax purposes the Lower-Tier REMIC and the Upper-Tier REMIC will
each qualify as a REMIC and (1) the Regular Certificates will evidence the
"regular interests" in the Upper-Tier REMIC, (2) the Class R Certificates will
represent the sole classes of "residual interests" in the Upper-Tier REMIC
within the meaning of the REMIC Provisions and (3) the Class LR Certificates
will represent the sole classes of "residual interests" in each of the
Lower-Tier REMIC.
Because they represent regular interests, each Class of Offered
Certificates generally will be treated as newly originated debt instruments for
federal income tax purposes. Holders of the classes of Offered Certificates will
be required to include in income all interest on the regular interests
represented by their Certificates in accordance with the accrual method of
accounting, regardless of a Certificateholder's usual method of accounting. It
is anticipated that the Class E and Class F Certificates will be issued with a
de minimis amount of original issue discount ("OID") for federal income tax
purposes, and that the other Classes of Offered Certificates will be issued at a
premium for federal income tax purposes. The prepayment assumption that will be
used in determining the rate of accrual of OID and market discount, if any, or
whether any such discount is de minimis, and that may be used to amortize
premium, if any, for federal income tax purposes will be based on the assumption
that subsequent to the date of any determination the Mortgage Loans will prepay
at a rate equal to a CPR of 0% (the "Prepayment Assumption"). No representation
is made that the Mortgage Loans will prepay at that rate or at any other rate.
Prepayment premiums or yield maintenance charges actually collected will
be distributed among the holders of the respective classes of Certificates as
described under "Description of the Offered
Certificates--Distributions--Prepayment Premiums" in this prospectus supplement.
It is not entirely clear under the Code when the amount of prepayment premiums
or yield maintenance charges so allocated should be taxed to the holder of an
Offered Certificate, but it is not expected, for federal income tax reporting
purposes, that prepayment premiums and yield maintenance charges will be treated
as giving rise to any income to the holder of an Offered Certificate prior to
the Master Servicer's actual receipt of a prepayment premium or yield
maintenance charge. Prepayment premiums and yield maintenance charges, if any,
may be treated as ordinary income, although authority exists for treating such
amounts as
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capital gain if they are treated as paid upon the retirement or partial
retirement of a Certificate. Certificateholders should consult their own tax
advisers concerning the treatment of prepayment premiums and yield maintenance
charges.
Except as provided below, the Offered Certificates will be treated as
"real estate assets" within the meaning of Section 856(c)(5)(B) of the Code, and
interest (including OID, if any) on the Offered Certificates will be interest
described in Section 856(c)(3)(B) of the Code, and the Offered Certificates will
be treated as "loans . . . secured by an interest in real property which is . .
.. residential real property" under Section 7701(a)(19)(C)(v) of the Code to the
extent the loans are secured by multifamily and manufactured housing community
properties. As of the Cut-off Date, Mortgage Loans representing approximately
8.0% of the Initial Pool Balance by allocated loan amount are secured by
multifamily and manufactured housing community properties. Mortgage Loans that
have been defeased with U.S. Treasury obligations will not qualify for the
foregoing treatments. Moreover, the Offered Certificates will be "qualified
mortgages" for another REMIC within the meaning of Section 860G(a)(3) of the
Code. See "Federal Income Tax Consequences--Federal Income Tax Consequences for
REMIC Certificates" in the prospectus.
See "Federal Income Tax Consequences--Federal Income Tax Consequences for
REMIC Certificates--Taxation of Regular Certificates" in the prospectus.
STATE TAX AND LOCAL CONSIDERATIONS
In addition to the federal income tax consequences described in "Federal
Income Tax Consequences" in this prospectus supplement, potential investors
should consider the state, local and other income tax consequences of the
acquisition, ownership, and disposition of the Offered Certificates. State,
local and other 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 or locality. Therefore, potential investors should
consult their own tax advisors with respect to the various tax consequences of
investments in the Offered Certificates.
ERISA CONSIDERATIONS
A fiduciary of any retirement plan or other employee benefit plan or
arrangement, including individual retirement accounts and annuities, Keogh plans
and collective investment funds and separate accounts in which those plans,
annuities, accounts or arrangements are invested, including insurance company
general accounts, that is subject to the fiduciary responsibility rules of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
Section 4975 of the Code (an "ERISA Plan") or which is a governmental plan, as
defined in Section 3(32) of ERISA, or a church plan, as defined in Section 3(33)
of ERISA and for which no election has been made under Section 410(d) of the
Code, subject to any federal, state or local law ("Similar Law") which is, to a
material extent, similar to the foregoing provisions of ERISA or the Code
(collectively, with an ERISA Plan, a "Plan") should review with its legal
advisors whether the purchase or holding of Offered Certificates could give rise
to a transaction that is prohibited or is not otherwise permitted under ERISA,
the Code or Similar Law or whether there exists any statutory, regulatory or
administrative exemption applicable thereto. Moreover, each Plan fiduciary
should determine whether an investment in the Offered Certificates is
appropriate for the Plan, taking into account the overall investment policy of
the Plan and the composition of the Plan's investment portfolio.
The U.S. Department of Labor issued substantially identical individual
exemptions to each of Goldman, Sachs & Co., Prohibited Transaction Exemption
89-88 (October 17, 1989), and Greenwich Capital Markets, Inc., Prohibited
Transaction Exemption 90-59 (September 6, 1990) (collectively, the "Exemption").
The Exemption generally exempts from the application of the prohibited
transaction provisions of Sections 406 and 407 of ERISA, and the excise taxes
imposed on the prohibited transactions pursuant to Sections 4975(a) and (b) of
the Code, certain transactions, among others, relating to the servicing and
operation of pools of mortgage loans, such as the pool of Mortgage Loans, and
the purchase, sale and holding of mortgage pass-through certificates, such as
the Offered
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Certificates, underwritten by Goldman, Sachs & Co. and Greenwich Capital
Markets, Inc., provided that certain conditions set forth in the Exemption are
satisfied.
The Exemption sets forth five general conditions which must be satisfied
for a transaction involving the purchase, sale and holding of the Offered
Certificates to be eligible for exemptive relief. First, the acquisition of the
Offered Certificates by a Plan must be on terms that are at least as favorable
to the Plan as they would be in an arm's-length transaction with an unrelated
party. Second, the Offered Certificates at the time of acquisition by the Plan
must be rated in one of the four highest generic rating categories by Standard &
Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. ("S&P"),
Fitch, Inc. ("Fitch") or Moody's Investors Service, Inc. Third, the Trustee
cannot be an affiliate of any other member of the Restricted Group other than an
Underwriter. The "Restricted Group" consists of any Underwriter, the Depositor,
the Trustee, the Master Servicer, the Special Servicer, any sub-servicer, any
entity that provides insurance or other credit support to the Trust Fund and any
borrower with respect to Mortgage Loans constituting more than 5% of the
aggregate unamortized principal balance of the Mortgage Loans as of the date of
initial issuance of the Offered Certificates, and any affiliate of any of the
foregoing entities. Fourth, the sum of all payments made to and retained by the
Underwriters must represent not more than reasonable compensation for
underwriting the Offered Certificates, the sum of all payments made to and
retained by the Depositor pursuant to the assignment of the Mortgage Loans to
the Trust Fund must represent not more than the fair market value of the
Mortgage Loans and the sum of all payments made to and retained by the Master
Servicer, the Special Servicer and any sub-servicer must represent not more than
reasonable compensation for that person's services under the Pooling and
Servicing Agreement and reimbursement of the person's reasonable expenses in
connection with those services. Fifth, the investing Plan must be an accredited
investor as defined in Rule 501(a)(1) of Regulation D of the Securities and
Exchange Commission under the Securities Act of 1933, as amended.
It is a condition of the issuance of the Offered Certificates that they
have the ratings specified on the cover page. As of the Closing Date, the third
general condition set forth above will be satisfied with respect to the Offered
Certificates. A fiduciary of a Plan contemplating purchasing an Offered
Certificate in the secondary market must make its own determination that, at the
time of purchase, the Offered Certificates continue to satisfy the second and
third general conditions set forth above. A fiduciary of a Plan contemplating
purchasing an Offered Certificate, whether in the initial issuance of the
related Certificates or in the secondary market, must make its own determination
that the first, fourth and fifth general conditions set forth above will be
satisfied with respect to the related Offered Certificate.
The Exemption also requires that the Trust Fund meet the following
requirements: (1) the Trust Fund must consist solely of assets of the type that
have been included in other investment pools; (2) certificates in those other
investment pools must have been rated in one of the four highest categories of
S&P, or Fitch or Moody's Investors Service, Inc. for at least one year prior to
the Plan's acquisition of Offered Certificates; and (3) certificates in those
other investment pools must have been purchased by investors other than Plans
for at least one year prior to any Plan's acquisition of Offered Certificates.
If the general conditions of the Exemption are satisfied, the Exemption
may provide an exemption from the restrictions imposed by Sections 406(a) and
407(a) of ERISA (as well as the excise taxes imposed by Sections 4975(a) and (b)
of the Code by reason of Sections 4975(c)(1)(A) through (D) of the Code) in
connection with (1) the direct or indirect sale, exchange or transfer of Offered
Certificates in the initial issuance of Certificates between the Depositor or
the Underwriters and a Plan when the Depositor, any of the Underwriters, the
Trustee, the Master Servicer, the Special Servicer, a sub-servicer or a borrower
is a party in interest with respect to the investing Plan, (2) the direct or
indirect acquisition or disposition in the secondary market of the Offered
Certificates by a Plan and (3) the holding of Offered Certificates by a Plan.
However, no exemption is provided from the restrictions of Sections
406(a)(1)(E), 406(a)(2) and 407 of ERISA for the acquisition or holding of an
Offered Certificate on behalf of an Excluded Plan by any person who has
discretionary authority or renders investment advice with respect to the assets
of the Excluded Plan. For purposes of this prospectus supplement, an "Excluded
Plan" is a Plan sponsored by any member of the Restricted Group.
If certain specific conditions of the Exemption are also satisfied, the
Exemption may provide an exemption from the restrictions imposed by Sections
406(b)(1) and (b)(2) of ERISA and the taxes
S-191
imposed by Section 4975(c)(1)(E) of the Code in connection with (1) the direct
or indirect sale, exchange or transfer of Offered Certificates in the initial
issuance of Certificates between the Depositor or the Underwriters and a Plan
when the person who has discretionary authority or renders investment advice
with respect to the investment of Plan assets in those Certificates is (a) a
borrower with respect to 5% or less of the fair market value of the Mortgage
Loans or (b) an affiliate of that person, (2) the direct or indirect acquisition
or disposition in the secondary market of Offered Certificates by a Plan and (3)
the holding of Offered Certificates by a Plan.
Further, if certain specific conditions of the Exemption are satisfied,
the Exemption may provide an exemption from the restrictions imposed by Sections
406(a), 406(b) and 407(a) of ERISA, and the taxes imposed by Sections 4975(a)
and (b) of the Code by reason of Section 4975(c) of the Code for transactions in
connection with the servicing, management and operation of the pool of Mortgage
Loans.
Before purchasing an Offered Certificate, a fiduciary of a Plan should
itself confirm that (1) the Offered Certificates constitute "securities" for
purposes of the Exemption and (2) the specific and general conditions and the
other requirements set forth in the Exemption would be satisfied. In addition to
making its own determination as to the availability of the exemptive relief
provided in the Exemption, the Plan fiduciary should consider the availability
of any other prohibited transaction exemptions, including with respect to
governmental plans, any exemptive relief afforded under Similar Law. See "ERISA
Considerations" in the prospectus. A purchaser of an Offered Certificate should
be aware, however, that even if the conditions specified in one or more
exemptions are satisfied, the scope of relief provided by an exemption may not
cover all acts which might be construed as prohibited transactions.
THE SALE OF OFFERED CERTIFICATES TO A PLAN IS IN NO RESPECT A
REPRESENTATION BY THE DEPOSITOR OR ANY OF THE UNDERWRITERS THAT THIS INVESTMENT
MEETS 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.
LEGAL INVESTMENT
The Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A,
Class A-M, Class A-J, Class B, Class C and Class D Certificates will constitute
"mortgage related securities" for purposes of the Secondary Mortgage Market
Enhancement Act of 1984, as amended ("SMMEA") so long as they are rated in one
of the two highest rating categories by S&P, Fitch or another nationally
recognized statistical rating organization. The Class E, Class F and Class G
Certificates will not constitute "mortgage related securities" for purposes of
SMMEA and as a result, the appropriate characterization of those classes of
Certificates under various legal investment restrictions, and the ability of
investors subject to those restrictions to purchase those classes of
Certificates, is subject to significant interpretive uncertainties. Except as to
the status of certain classes of Certificates as "mortgage related securities,"
no representations are made as to the proper characterization of the Offered
Certificates for legal investment, financial institution regulatory, or other
purposes, or as to the ability of particular investors to purchase the Offered
Certificates under applicable legal investment restrictions. Investors whose
investment activities are subject to legal investment laws and regulations,
regulatory capital requirements or review by regulatory authorities should
consult with their own legal advisors in determining whether and to what extent
the Offered Certificates will constitute legal investments for them or are
subject to investment, capital or other restrictions. See "Legal Investment" in
the prospectus.
PLAN OF DISTRIBUTION
The Depositor, Goldman, Sachs & Co., Greenwich Capital Markets, Inc.,
Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Morgan Stanley & Co. Incorporated and Wachovia Capital Markets,
LLC (collectively, the "Underwriters") have entered into an underwriting
agreement with respect to the Offered Certificates pursuant to which, the
Depositor has agreed to sell to the Underwriters, and the Underwriters have
severally but not jointly agreed to purchase from the
S-192
Depositor, the respective Certificate Principal Amounts of each class of Offered
Certificates set forth below subject in each case to a variance of 5%.
Merrill
Lynch,
Pierce,
Greenwich Credit Fenner & Morgan Wachovia
Capital Goldman, Suisse Smith Stanley & Co. Capital
Class Markets, Inc. Sachs & Co. (USA) LLC Incorporated Incorporated Markets, LLC
- -------------------- ------------- -------------- ----------- ------------- ------------- -------------
Class A-1........... $ 59,630,000 $ 42,370,000 $ 0 $ 0 $ 0 $ 0
Class A-2........... $ 615,008,000 $ 436,992,000 $ 0 $ 0 $ 0 $ 0
Class A-3........... $ 44,196,000 $ 31,404,000 $ 0 $ 0 $ 0 $ 0
Class A-AB.......... $ 109,789,000 $ 78,011,000 $ 0 $ 0 $ 0 $ 0
Class A-4........... $ 583,128,000 $ 414,339,000 $ 1,000,000 $ 1,000,000 $ 1,000,000 $ 1,000,000
Class A-1A.......... $ 182,282,000 $ 129,519,000 $ 0 $ 0 $ 0 $ 0
Class A-M........... $ 228,053,000 $ 162,042,000 $ 0 $ 0 $ 0 $ 0
Class A-J........... $ 171,040,000 $ 121,532,000 $ 0 $ 0 $ 0 $ 0
Class B............. $ 11,402,000 $ 8,102,000 $ 0 $ 0 $ 0 $ 0
Class C............. $ 28,507,000 $ 20,255,000 $ 0 $ 0 $ 0 $ 0
Class D............. $ 22,806,000 $ 16,204,000 $ 0 $ 0 $ 0 $ 0
Class E............. $ 17,104,000 $ 12,153,000 $ 0 $ 0 $ 0 $ 0
Class F............. $ 25,656,000 $ 18,230,000 $ 0 $ 0 $ 0 $ 0
The Depositor estimates that its share of the total expenses of the
offering, excluding underwriting discounts and commissions, will be
approximately $5,000,000.
The Depositor has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
The Depositor has been advised by the Underwriters that they propose to
offer the Offered Certificates to the public from time to time in one or more
negotiated transactions, or otherwise, at varying prices to be determined at the
time of sale. The Underwriters may effect the transactions by selling the
Offered Certificates to or through dealers, and the dealers may receive
compensation in the form of underwriting discounts, concessions or commissions
from the Underwriters.
The Offered Certificates are a new issue of securities with no established
trading market. The Depositor has been advised by the Underwriters that they
intend to make a market in the Offered Certificates but are not obligated to do
so and may discontinue market making at any time without notice. No assurance
can be given as to the liquidity of the trading market for the Offered
Certificates.
We cannot assure you that a secondary market for the Offered Certificates
will develop or, if it does develop, that it will continue. The primary source
of ongoing information available to investors concerning the Offered
Certificates will be the monthly statements discussed under "The Pooling
Agreement--Reports to Certificateholders; Available Information" in this
prospectus supplement which will include information as to the outstanding
principal balance of the Offered Certificates and the status of the applicable
form of credit enhancement. Except as described under "The Pooling
Agreement--Reports to Certificateholders; Available Information" in this
prospectus supplement we cannot assure you that any additional information
regarding the Offered Certificates will be available through any other source.
In addition, we are not aware of any source through which price information
about the Offered Certificates will be generally available on an ongoing basis.
The limited nature of that information regarding the Offered Certificates may
adversely affect the liquidity of the Offered Certificates, even if a secondary
market for the Offered Certificates becomes available.
Goldman, Sachs & Co. is an affiliate of the Depositor, GSMC, a Loan Seller
and a Sponsor, and GSCMC, an Originator. Greenwich Capital Markets, Inc. is an
affiliate of GCFP, a Loan Seller and a Sponsor.
S-193
LEGAL MATTERS
The validity of the Offered Certificates and certain federal income tax
matters will be passed upon for the Depositor and the Underwriters by
Cadwalader, Wickersham & Taft LLP, New York, New York.
CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS
Sixteen (16) of the Mortgaged Properties, securing Mortgage Loans
representing approximately 12.0% of the Initial Pool Balance by allocated loan
amount are located in the State of North Carolina. Mortgage loans in North
Carolina are usually secured by deeds of trust. Under North Carolina law, deeds
of trust are usually foreclosed pursuant to power of sale set forth in the
instrument and governed by statute, but judicial foreclosure by action is also
available. Power of sale foreclosure results in a hearing before the clerk of
superior court, which can be waived pursuant to statute. The mortgage
indebtedness can be paid at any time before the foreclosure sale is final
(including the last resale in the event of an upset bid). There is no statutory
or common law right of redemption after the foreclosure sale or last resale is
final. The liens for ad valorem personal property taxes, ad valorem real
property taxes, and municipal and county assessments have statutory priority
over previously recorded deeds of trust. Pursuant to statutory power of sale
rules, the security can be sold subject to or together with a subordinate lien,
lease or other right or interest, instead of free and clear of the same, if the
notice of sale so specifies. If a subordinate interest holder files a request
for notice of foreclosure sale statutory notice must be given to the interest
holder. Judgment can be rendered against the borrower for the debt, which
judgment can be obtained in lieu of foreclosure, which can result in a statutory
execution sale. A deficiency judgment can be obtained after foreclosure sale
unless the deed of trust is to secure purchase money owed to the vendor.
Thirty-seven (37) of the Mortgaged Properties, securing Mortgage Loans
representing approximately 10.4% of the Initial Pool Balance by allocated loan
amount are located in the State of Texas. Texas law does not require that a
lender must bring a foreclosure action before being entitled to sue on a note.
Texas does not restrict a lender from seeking a deficiency judgment. The delay
inherent in obtaining a judgment generally causes the secured lender to file a
suit seeking a judgment on the debt and to proceed simultaneously with
non-judicial foreclosure of the real property collateral. The desirability of
non-judicial foreclosure of real property is further supported by the certain
and defined non-judicial foreclosure procedures. In order to obtain a deficiency
judgment, a series of procedural and substantive requirements must be satisfied,
and the deficiency determination is subject to the borrower's defense (and, if
successful, right of offset) that the fair market value of the property at the
time of foreclosure was greater than the foreclosure bid. In addition, the
availability of a deficiency judgment is limited in the case of the Mortgage
Loans because of the limited nature of its recourse liabilities.
Other Aspects. Please see the discussion under "Certain Legal Aspects of
the Mortgage Loans" in the prospectus regarding other legal aspects of the
Mortgage Loans that you should consider prior to making any investment in the
Certificates.
RATINGS
It is a condition to the issuance of each Class of Offered Certificates
that they be rated as follows by Standard & Poor's, a division of the
McGraw-Hill Companies, Inc. ("S&P") and Fitch, Inc. ("Fitch" and, together with
S&P, the "Rating Agencies"), respectively:
S-194
RATINGS
CLASS S&P/FITCH
- -------------------------------------------------------------- ----------
Class A-1..................................................... AAA/AAA
Class A-2..................................................... AAA/AAA
Class A-3..................................................... AAA/AAA
Class A-AB.................................................... AAA/AAA
Class A-4..................................................... AAA/AAA
Class A-1A.................................................... AAA/AAA
Class A-M..................................................... AAA/AAA
Class A-J..................................................... AAA/AAA
Class B....................................................... AA+/AA+
Class C....................................................... AA/AA
Class D....................................................... AA-/AA-
Class E....................................................... A+/A+
Class F....................................................... A/A
A securities rating on mortgage pass-through certificates addresses the
likelihood of the timely receipt by their holders of interest and the ultimate
repayment of principal to which they are entitled by the Rated Final
Distribution Date. The rating takes into consideration the credit quality of the
pool of mortgage loans, structural and legal aspects associated with the
certificates, and the extent to which the payment stream from the pool of
mortgage loans is adequate to make payments required under the certificates. The
ratings on the Offered Certificates do not, however, constitute a statement
regarding the likelihood, timing or frequency of prepayments (whether voluntary
or involuntary) on the mortgage loans or the degree to which the payments might
differ from those originally contemplated. In addition, a rating does not
address the likelihood or frequency of voluntary or mandatory prepayments of
mortgage loans, the allocation of Prepayment Interest Shortfalls, yield
maintenance charges or net default interest. See "Risk Factors" in this
prospectus supplement.
We cannot assure you as to whether any rating agency not requested to rate
the Offered Certificates will nonetheless issue a rating to any class of Offered
Certificates and, if so, what the rating would be. A rating assigned to any
class of Offered Certificates by a rating agency that has not been requested by
the Depositor to do so may be lower than the rating assigned thereto by S&P or
Fitch.
The ratings on the Offered Certificates should be evaluated independently
from similar ratings on other types of securities. A security rating is not a
recommendation to buy, sell or hold securities and may be subject to revision or
withdrawal at any time by the assigning rating agency.
Pursuant to an agreement between Depositor and each of the Rating
Agencies, the Rating Agencies will provide ongoing ratings feedback with respect
to the Offered Certificates for as long as they remain issued and outstanding.
S-195
INDEX OF SIGNIFICANT DEFINITIONS
PAGE
--------
2005-GG5 Master Servicer........................................... S-84
2005-GG5 Pooling and Servicing Agreement........................... S-84
2005-GG5 Special Servicer.......................................... S-84
30/360............................................................. S-22
Acceptable Insurance Default...................................... S-163
Actual/360 Basis................................................... S-77
Administrative Fee Rate.................................... S-114, S-126
Advance Rate...................................................... S-166
Advances.......................................................... S-166
ALTA.............................................................. S-112
anchor tenant...................................................... S-45
Appraisal Reduction............................................... S-139
Appraisal Reduction Event......................................... S-138
Available Funds................................................... S-123
Balloon Mortgage Loan.............................................. S-77
Base Interest Fraction............................................ S-135
CBE............................................................... S-152
Certificate Owners................................................ S-141
Certificate Principal Amount...................................... S-123
Certificate Registrar............................................. S-140
Certificateholder................................................. S-140
Certificates...................................................... S-121
Class............................................................. S-121
Class A Certificates.............................................. S-121
Class A-AB Planned Principal Balance.............................. S-129
Class X Certificates.............................................. S-121
Clearstream....................................................... S-140
Closing Date....................................................... S-72
CMSA.............................................................. S-186
Code.............................................................. S-189
Collection Account................................................ S-169
Collection Period................................................. S-124
Commerzbank........................................................ S-72
Commerzbank AG.................................................... S-111
Commission................................................. S-104, S-115
Companion Collection Account...................................... S-169
Companion Loans.................................................... S-83
Compensating Interest Payment..................................... S-136
Consulting Holder.................................................. S-97
Controlling Class................................................. S-184
Controlling Class Certificateholder............................... S-184
Controlling Class Representative.................................. S-183
COPT Substitution.................................................. S-79
Corrected Mortgage Loan........................................... S-164
CPR............................................................... S-145
Cross Over Date................................................... S-134
Custodian.................................................. S-102, S-113
Cut-off Date....................................................... S-71
Cut-off Date Balance............................................... S-71
Defeasance Deposit................................................. S-78
Defeasance Loans................................................... S-78
Defeasance Lock-Out Period......................................... S-78
Defeasance Option.................................................. S-78
Definitive Certificate............................................ S-140
Depositor................................................... S-72, S-108
Depositories...................................................... S-140
Determination Date................................................ S-124
Distribution Account.............................................. S-169
Distribution Date................................................. S-123
DSCR............................................................... S-72
DTC............................................................... S-140
Due Date........................................................... S-76
ERISA............................................................. S-190
ERISA Plan........................................................ S-190
Euroclear......................................................... S-140
Events of Default................................................. S-174
Excess Liquidation Proceeds....................................... S-135
Excess Prepayment Interest Shortfall.............................. S-136
Excluded Plan..................................................... S-191
Exemption......................................................... S-190
fee interest....................................................... S-61
Fitch...................................................... S-191, S-194
Form 8-K.......................................................... S-104
FSMA................................................................ S-4
Gain-On-Sale Reserve Account...................................... S-169
GCFP........................................................ S-71, S-104
Greenwich Loans.................................................... S-71
Group 1 Principal Distribution Amount............................. S-127
Group 1 Principal Shortfall....................................... S-128
Group 2 Principal Distribution Amount............................. S-128
Group 2 Principal Shortfall....................................... S-128
GSCMC....................................................... S-72, S-109
GSCMC Loans....................................................... .S-72
GSMC........................................................ S-72, S-104
Hughes Property Pool............................................... S-82
Indirect Owner..................................................... S-75
Indirect Participants............................................. S-140
ING Clarion....................................................... S-118
Initial Loan Group 1 Balance....................................... S-71
Initial Loan Group 2 Balance....................................... S-71
Initial Pool Balance............................................... S-71
Interest Accrual Amount........................................... S-124
Interest Accrual Period........................................... S-125
Interest Distribution Amount...................................... S-125
Interest Reserve Account.......................................... S-169
Interest Shortfall................................................ S-125
IRS............................................................... S-180
JQH Defeasance Amount.............................................. S-81
JQH Hotel Portfolio B3 Intercreditor Agreement..................... S-91
JQH Hotel Portfolio B3 Loan........................................ S-91
JQH Hotel Portfolio B3 Majority Holder............................. S-91
S-196
JQH Hotel Portfolio B3 Mortgaged Property.......................... S-92
JQH Hotel Portfolio B3 Pari Passu Companion Loans.................. S-91
JQH Hotel Portfolio B3 Whole Loan.................................. S-91
Liquidation Fee................................................... S-121
Liquidation Fee Rate.............................................. S-121
Llama.............................................................. S-54
Loan Group 1....................................................... S-71
Loan Group 2....................................................... S-71
Loan Groups........................................................ S-71
Loan Sellers....................................................... S-72
Loan-to-Value Ratio................................................ S-72
Lower-Tier Distribution Account................................... S-169
Lower-Tier Regular Interests...................................... S-189
Lower-Tier REMIC............................................ S-30, S-189
LTV................................................................S-72
LTV at Maturity.................................................... S-72
Maryland Multifamily Directing Holder.............................. S-85
Maryland Multifamily Portfolio Co-Lender Agreement................. S-84
Maryland Multifamily Portfolio Loan................................ S-84
Maryland Multifamily Portfolio Mortgaged Property.................. S-85
Maryland Multifamily Portfolio Pari Passu Companion Loan........... S-84
Maryland Multifamily Portfolio Whole Loan.......................... S-84
Master Servicer................................................... S-115
Master Servicer Remittance Date................................... S-165
Material Breach................................................... S-103
Material Document Defect.......................................... S-103
Modeling Assumptions.............................................. S-145
Monthly Payment................................................... S-124
Mortgage........................................................... S-71
Mortgage File..................................................... S-102
Mortgage Loans..................................................... S-71
Mortgage Note...................................................... S-71
Mortgage Pool...................................................... S-71
Mortgage Rate..................................................... S-126
Mortgaged Property................................................. S-71
Net Mortgage Rate................................................. S-126
Nimitz............................................................. S-54
Non-Recoverable Advance........................................... S-167
Non-Serviced Loans................................................. S-83
Notional Amount................................................... S-123
Offered Certificates.............................................. S-122
OID............................................................... S-189
Originators........................................................ S-72
P&I Advance....................................................... S-165
Pari Passu Companion Loan.......................................... S-83
Pari Passu Indemnified Party...................................... S-174
Participants...................................................... S-140
Pass-Through Rate................................................. S-125
PCR............................................................... S-112
Percentage Interest............................................... S-123
Plan.............................................................. S-190
Pooling and Servicing Agreement................................... S-160
Preferred Equity Holder............................................S-75
Prepayment Assumption............................................. S-189
Prepayment Interest Excess........................................ S-136
Prepayment Interest Shortfall..................................... S-136
Prime Rate.................................................. S-60, S-166
Principal Distribution Amount..................................... S-127
Principal Shortfall............................................... S-129
pro rata.......................................................... S-134
Property Advances................................................. S-166
Rated Final Distribution Date..................................... S-144
Rating Agencies................................................... S-194
Realized Loss..................................................... S-135
Record Date....................................................... S-123
Regular Certificates....................................... S-126, S-189
Release Date....................................................... S-78
Relevant Implementation Date........................................ S-3
Relevant Member State............................................... S-3
REMIC............................................................. S-189
REMIC Provisions.................................................. S-189
REO Account....................................................... S-122
REO Mortgage Loan................................................. S-129
REO Property...................................................... S-122
Repurchase Price.................................................. S-103
Residual Certificates............................................. S-122
Restricted Group.................................................. S-191
Rules............................................................. S-141
S&P........................................................ S-191, S-194
Scheduled Principal Distribution Amount........................... S-127
Seller Percentage Interest........................................ S-103
Sequential Pay Certificates....................................... S-122
Serviced Companion Loan............................................ S-83
Serviced Whole Loans............................................... S-83
Servicing Fee..................................................... S-118
Servicing Fee Rate................................................ S-118
Servicing Standard................................................ S-162
Servicing Transfer Event.......................................... S-162
SFA................................................................. S-5
shadow anchor...................................................... S-45
Shaner Hotel Portfolio Co Lender Agreement......................... S-93
Shaner Hotel Portfolio Companion Loans............................. S-93
Shaner Hotel Portfolio Directing Holder............................ S-95
Shaner Hotel Portfolio Loan........................................ S-93
Shaner Hotel Portfolio Mortgaged Properties........................ S-95
Shaner Hotel Portfolio Pari Passu Companion Loan................... S-93
Shaner Hotel Portfolio Subordinate Companion Loan.................. S-93
Shaner Hotel Portfolio Whole Loan.................................. S-93
Shaner Senior Companion Loan Priority Properties................... S-93
Shaner Trust Loan Priority Properties.............................. S-93
S-197
SilverCreek Portfolio Phase I Loan................................. S-97
SilverCreek Portfolio Phase I Subordinate Companion Loan........... S-97
SilverCreek Portfolio Phase I Whole Loan........................... S-97
Similar Law....................................................... S-190
SMMEA............................................................. S-192
Special Servicer.................................................. S-118
Special Servicing Fee............................................. S-120
Special Servicing Fee Rate........................................ S-120
Specially Serviced Mortgage Loan.................................. S-162
Stated Principal Balance.......................................... S-127
Subordinate Companion Loan......................................... S-83
Substitution Collateral............................................ S-80
Substitution Collateral Shortfall Amount........................... S-80
The Shops at LaCantera Directing Holder............................ S-87
The Shops at LaCantera Intercreditor Agreement..................... S-86
The Shops at LaCantera Loan........................................ S-86
The Shops at LaCantera Subordinate Companion Loan.................. S-86
The Shops at LaCantera Whole Loan.................................. S-86
Trust............................................................. S-112
Trust Fund......................................................... S-71
Trustee........................................................... S-113
Trustee Fee....................................................... S-114
Trustee Fee Rate.................................................. S-114
Underwriters...................................................... S-192
Unscheduled Payments.............................................. S-129
Updated Appraisal................................................. S-179
Upper-Tier Distribution Account................................... S-169
Upper-Tier REMIC............................................ S-30, S-189
Voting Rights..................................................... S-178
WAC Rate.......................................................... S-126
Wachovia.......................................................... S-115
Wells Fargo Bank.................................................. S-113
Whole Loan......................................................... S-83
Withheld Amounts.................................................. S-169
Workout Fee....................................................... S-120
Workout Fee Rate.................................................. S-120
Workout-Delayed Reimbursement Amount.............................. S-168
S-198
ANNEX A
MORTGAGE POOL INFORMATION
Annex A, Annex B and Annex C set forth certain information with respect to
the Mortgage Loans and the Mortgaged Properties. The sum in any column of the
tables presented in this Annex A may not equal the indicated total due to
rounding. The information in Annex A, Annex B and Annex C with respect to the
Mortgage Loans and the Mortgaged Properties is based upon the Mortgage Pool as
it is expected to be constituted as of the close of business on the Closing
Date, assuming that (i) all scheduled principal and interest payments due on or
before the Cut-off Date will be made, and (ii) there will be no principal
prepayments on or before the Closing Date. When information presented in this
prospectus supplement with respect to the mortgaged properties is expressed as a
percentage of the Initial Pool Balance, the percentages are based on an
allocated loan amount that has been assigned to the related mortgaged properties
based upon one or more of the relative appraised values, the relative
underwritten net cash flow or prior allocations reflected in the related
mortgage loan documents as set forth on Annex C-1 to this prospectus supplement.
The loan amount used for purposes of calculating the loan-to-value ratio, debt
service coverage ratio and Cut-off Date principal balance/unit for each of the
mortgage loans with pari passu companion notes is the aggregate principal
balance of the mortgage loan and the related pari passu companion notes. The
statistics in Annex A, Annex B and Annex C were primarily derived from
information provided to the Depositor by each Loan Seller, which information may
have been obtained from the borrowers without independent verification except as
noted.
(1) "Most Recent NOI" and "Trailing 12 NOI" (which is for the period
ending as of the date specified in Annex C-1) is the net operating income for a
Mortgaged Property as established by information provided by the borrowers,
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. Most Recent NOI and Trailing 12 NOI do not necessarily reflect
accrual of certain costs such as taxes and capital expenditures and do not
reflect non-cash items such a depreciation or amortization. In some cases,
capital expenditures may have been treated by a borrower as an expense or
expenses treated as capital expenditures. The Depositor has not made any attempt
to verify the accuracy of any information provided by each borrower or to
reflect changes in net operating income that may have occurred since the date of
the information provided by each borrower for the related Mortgaged Property.
Most Recent NOI and Trailing 12 NOI were not necessarily determined in
accordance with generally accepted accounting principles. Moreover, Most Recent
NOI and Trailing 12 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.
(2) "Annual Debt Service" means for any Mortgage Loan the current
annualized debt service payable as of March 2006 on the related Mortgage Loan.
(3) "Cut-off Date LTV Ratio" means, with respect to any Mortgage Loan,
the principal balance of such Mortgage Loan as of the Cut-off Date divided by
the Appraised Value of the Mortgaged Properties securing such Mortgage Loan. In
the case of the earnout loans secured by the Mortgaged Properties identified in
this Annex A, as The Watergate, Independence Market Place, Santa Clarita
Marketplace, Sawmill Square Shopping Center, Sunset Plaza, East Broad Street
Large Retail, Shoppes at Rita Ranch, Acoma Drive Office Building, East Broad
Street Small, Fry's at the Islands and Southshore Industrial Center, the cut-off
date LTV ratio is calculated net of the earnout. In the case of the
cross-collateralized mortgage loans secured by the Mortgaged Properties
identified in Annex C-1 as Shoppes at Woodruff, Surfside Commons, East Towne
Center, Plantation Plaza, Sussex Plaza, Smithfield Plaza, River Bend Shops, East
Town Plaza and Taylorsville, as Alderbrook Apartments and Summit Apartments, and
as Village Portico and Brickell Marketplace (other crossed group), the Cut-off
Date LTV Ratio is shown on an aggregate basis for the crossed group of Mortgage
Loans. With respect to any Whole Loan, the cut-off date LTV ratio reflects the
aggregate indebtedness evidenced by the Mortgage Loan and the Pari Passu
Companion Loans, if any, excluding the Subordinate Companion Loans, if any.
A-1
(4) "Cut-off Date Principal Balance/Unit" means the principal balance
per unit of measure as of the Cut-off Date. With respect to any Whole Loan, the
Cut-off Date Principal Balance/Unit reflects the aggregate indebtedness
evidenced by the Mortgage Loan and the Pari Passu Companion Loans, if any,
excluding the Subordinate Companion Loans, if any.
(5) "DSCR," "Debt Service Coverage Ratio" or "Underwritten DSCR" means,
for any Mortgage Loan, the ratio of Underwritten Net Cash Flow produced by the
related Mortgaged Property or Mortgaged Properties to the aggregate amount of
the Annual Debt Service. In the case of the earnout loans secured by the
Mortgaged Properties identified in this Annex A as The Watergate, Independence
Market Place, Santa Clarita Marketplace, Sawmill Square Shopping Center, Sunset
Plaza, East Broad Street Large Retail, Shoppes at Rita Ranch, Acoma Drive Office
Building, East Broad Street Small, Fry's at the Islands and Southshore
Industrial Center, the Underwritten DSCR is calculated net of the earnout. In
the case of the cross-collateralized mortgage loans secured by the Mortgaged
Properties identified in Annex C-1 as Shoppes at Woodruff, Surfside Commons,
East Towne Center, Plantation Plaza, Sussex Plaza, Smithfield Plaza, River Bend
Shops, East Town Plaza and Taylorsville, as Alderbrook Apartments and Summit
Apartments, and as Village Portico and Brickell Marketplace (other crossed
group), the Underwritten DSCR is shown on an aggregate basis for the crossed
group of Mortgage Loans. With respect to any Whole Loan, the underwritten DSCR
reflects the aggregate indebtedness evidenced by the Mortgage Loan and the Pari
Passu Companion Loans, if any, excluding Subordinate Companion Loans, if any.
(6) "Largest Tenant" means, with respect to any Mortgaged Property, the
tenant occupying the largest amount of net rentable square feet.
(7) "Largest Tenant Lease Expiration Date" means the date at which the
applicable Largest Tenant's lease is scheduled to expire.
(8) "LTV at Maturity" or "Maturity Date LTV" for any Mortgage Loan is
calculated in the same manner as the Cut-off Date LTV Ratio, except that the
Mortgage Loan Cut-off Date Principal Balance used to calculate the Cut-off Date
LTV Ratio has been adjusted to give effect to the amortization of the applicable
Mortgage Loan as of its maturity date. Such calculation thus assumes that the
appraised value of the Mortgaged Property or Properties securing a Mortgage Loan
on the maturity date is the same as the Appraised Value. There can be no
assurance that the value of any particular Mortgaged Property will not have
declined from the Appraised Value. In the case of the earnout loans secured by
the Mortgaged Properties identified in this Annex A as The Watergate,
Independence Market Place, Santa Clarita Marketplace, Sawmill Square Shopping
Center, Sunset Plaza, East Broad Street Large Retail, Shoppes at Rita Ranch,
Acoma Drive Office Building, East Broad Street Small, Fry's at the Islands and
Southshore Industrial Center, the maturity date LTV is calculated on the full
loan balance divided by the stabilized appraised value. In the case of the
cross-collateralized mortgage loans secured by the Mortgaged Properties
identified in Annex C-1 as Shoppes at Woodruff, Surfside Commons, East Towne
Center, Plantation Plaza, Sussex Plaza, Smithfield Plaza, River Bend Shops, East
Town Plaza and Taylorsville, as Alderbrook Apartments and Summit Apartments, and
as Village Portico and Brickell Marketplace (other crossed group), the Maturity
Date LTV is shown on an aggregate basis for the crossed group of Mortgage Loans.
With respect to any Whole Loan, the LTV at maturity reflects the aggregate
indebtedness evidenced by the Mortgage Loan and the Pari Passu Companion Loans,
if any, excluding the Subordinate Companion Loans, if any.
(9) "Net Cash Flow," "U/W NCF" or "Underwritten Net Cash Flow" with
respect to a given Mortgage Loan or Mortgaged Property means cash flow available
for debt service, as determined by the related Loan Seller based in part upon
borrower supplied information for a recent period which is generally the twelve
months prior to the origination of such Mortgage Loan, adjusted for
stabilization and, in the case of certain Mortgage Loans, may have been updated
to reflect a more recent operating period. Net Cash Flow does not reflect debt
service, non-cash items such as depreciation or amortization, and does not
reflect actual capital expenditures and may have been adjusted for other items
and assumptions determined by the Loan Seller.
A-2
(10) "Occupancy" means the percentage of net rentable square feet, rooms,
units, beds or sites of the Mortgaged Property that are leased (including spaces
that are leased to tenants that are not yet in occupancy). Occupancy rates are
calculated within a recent period and in certain cases reflect the average
occupancy rate over a period of time.
(11) "Original Balance" means the principal balance of the Mortgage Loan
as of the date of origination.
(12) "Underwritten NOI" or "U/W NOI" means Net Cash Flow before deducting
for replacement reserves and capital expenditures, tenant improvements and
leasing commissions.
(13) "Appraised Value" means for each of the Mortgaged Properties, the
most current appraised value of such property as determined by an appraisal of
the Mortgaged Property and in accordance with MAI standards made not more than
12 months prior to the origination date (or purchase date, as applicable) of the
related Mortgage Loan, as described under "Original Appraisal Date" on Annex C-1
attached hereto.
(14) "Weighted Average Mortgage Rate" means the weighted average of the
Mortgage Rates as of the Cut-off Date.
(15) "Related Group" identifies Mortgage Loans in the Mortgage Pool with
sponsors affiliated with other sponsors in the Mortgage Pool. Each Related Group
is identified by a separate number.
(16) "Prepayment Penalty Description" means the number of payments from
the first payment date through and including the maturity date for which a
Mortgage Loan is locked out from prepayment, charges a prepayment premium or
yield maintenance charges, permits defeasance, or allows a prepayment without a
prepayment premium or yield maintenance charge.
(17) "Actual/360" means the related Mortgage Loan accrues interest on the
basis of a 360-day year and the actual number of days in the related month.
(18) "Hard Lockbox" means that the borrower is required to direct the
tenants to pay rents directly to a lockbox account controlled by the lender.
Hospitality properties are considered to have a hard lockbox if credit card
receivables are required to be deposited directly into the hard lockbox account
even though cash or "over-the-counter" receipts are deposited into the lockbox
account by the manager of the related mortgaged property.
(19) "Springing Lockbox" means a lockbox that is not currently in place
but the loan documents require the imposition of a hard lockbox upon the
occurrence of one or more specified trigger events.
(20) "Soft Lockbox" means borrower is required to deposit or cause the
property manager to deposit all rents collected into a lockbox account.
EARNOUT LOANS
"Earnout Loans" are Mortgage Loans that require the related borrower to
deposit a portion of the original loan amount in a reserve fund pending
satisfaction of certain conditions, including without limitation achievement of
certain DSCRs, LTVs or satisfaction of certain occupancy or other tests. All of
the earnout loans provide that in the event the conditions are not met by a
certain date, the Master Servicer may apply amounts held in the reserves to
prepay the related Mortgage Loan. For each of the Earnout Loans listed below,
the earliest date, if any, on which any amounts may be so applied is set forth
beneath the caption "Earliest Defeasance or Prepay Date." For all of the Earnout
Loans, the underwritten NCF DSCRs and LTVs shown in this prospectus supplement
and on the foldout pages in Annex C-1 are calculated based on the principal
balance of those Mortgage Loans net of the related earnout amount or a portion
thereof which may be applied to prepay the Mortgage Loans. Those underwritten
DSCRs and LTVs are also shown beneath the caption "Net of Earnout NCF DSCR" and
"Net of Earnout LTV" in the table below. The amounts beneath the captions "Full
Loan Amount LTV" and "Full Loan Amount DSCR"
A-3
are calculated based on a principal balance of those Mortgage Loans that
includes the related earnout amount utilizing the as is appraised value and
Underwritten Net Cash Flow figures. The following table sets forth certain
information regarding the Earnout Loans:
FULL FULL LOAN NET OF
LOAN NET OF AMOUNT EARNOUT
EARNOUT EARNOUT CURRENT AMOUNT EARNOUT NCF NCF
PROPERTY NAME RESERVE AMOUNT BALANCE LTV LTV DSCR DSCR
- ------------------------------ ---------- ---------- ----------- ------ ------- --------- -------
The Watergate $2,036,100 $1,851,000 $71,100,000 74.5% 72.6% 1.21x 1.21x
Independence Market Place $2,750,000 $2,500,000 $28,500,000 73.5% 67.0% 1.46x 1.26x
Santa Clarita Marketplace $3,300,000 $3,300,000 $10,400,000 78.8% 53.8% 1.26x 1.21x
Sawmill Square Shopping Center $ 495,000 $ 450,000 $10,250,000 80.0% 76.4% 1.22x 1.19x
Sunset Plaza $ 242,000 $ 220,000 $ 9,720,000 79.7% 77.9% 1.25x 1.25x
East Broad Street Large Retail $1,346,400 $1,224,000 $ 9,244,000 80.4% 69.7% 1.20x 1.26x
Shoppes at Rita Ranch $1,155,000 $1,050,000 $ 7,600,000 80.0% 68.9% 1.29x 1.21x
Acoma Drive Office Building $ 962,500 $ 875,000 $ 5,375,000 74.7% 62.5% 1.22x 1.22x
East Broad Street Small $ 258,500 $ 235,000 $ 4,270,000 79.1% 74.7% 1.21x 1.20x
Fry's at the Islands $ 550,000 $ 500,000 $ 3,750,000 85.0% 73.7% 1.21x 1.20x
Southshore Industrial Center $ 599,500 $ 545,000 $ 2,787,710 97.5% 78.4% 1.39x 1.36x
EARLIEST IF PREPAY,
DEFEASANCE YIELD
OR PREPAY DEFEASE/ MAINT.
PROPERTY NAME DATE PREPAY APPLICABLE
- ------------------------------ ---------- -------- ----------
The Watergate 4/1/2007 Prepay Yes
Independence Market Place 3/1/2008 Prepay Yes
Santa Clarita Marketplace 12/6/2006 Prepay Yes
Sawmill Square Shopping Center 12/31/2007 Prepay Yes
Sunset Plaza 3/29/2007 Prepay Yes
East Broad Street Large Retail 1/6/2008 Prepay Yes
Shoppes at Rita Ranch 1/31/2008 Prepay Yes
Acoma Drive Office Building 2/6/2008 Prepay Yes
East Broad Street Small 1/6/2008 Prepay Yes
Fry's at the Islands 7/6/2007 Prepay Yes
Southshore Industrial Center 11/6/2007 Prepay Yes
A-4
AGGREGATE POOL
DISTRIBUTION BY LOAN TYPE
WEIGHTED
PERCENTAGE OF AVERAGE DEBT
NUMBER OF AGGREGATE AVERAGE SERVICE WEIGHTED
MORTGAGE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE COVERAGE AVERAGE
LOAN TYPE LOANS BALANCE ($) BALANCE BALANCE ($) RATIO MORTGAGE RATE
- ------------------------------- --------- --------------- ------------- ------------- ------------- -------------
Interest Only, Then Amortizing 114 $ 2,325,161,482 59.6% $ 20,396,153 1.35x 5.717%
Interest Only 25 986,459,000 25.3% $ 39,458,360 1.48x 5.568%
Amortizing 49 589,334,039 15.1% $ 12,027,225 1.67x 5.548%
--- --------------- -----
TOTAL/WTD.AVG. 188 $ 3,900,954,521 100.0% $ 20,749,758 1.43x 5.654%
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
TERM TO CUT-OFF DATE MATURITY DATE
LOAN TYPE MATURITY (MOS) LTV LTV
- ------------------------------- -------------- ------------ -------------
Interest Only, Then Amortizing 104.8 74.5% 68.0%
Interest Only 85.2 75.7% 75.7%
Amortizing 90.2 60.8% 51.5%
TOTAL/WTD.AVG. 97.6 72.7% 67.4%
AGGREGATE POOL
DISTRIBUTION OF CUT-OFF DATE PRINCIPAL BALANCES
WEIGHTED
PERCENTAGE OF AVERAGE DEBT
NUMBER OF AGGREGATE AVERAGE SERVICE WEIGHTED
RANGE OF CUT-OFF DATE MORTGAGE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE COVERAGE AVERAGE
PRINCIPAL BALANCES ($) LOANS BALANCE ($) BALANCE BALANCE ($) RATIO MORTGAGE RATE
- ------------------------------- --------- --------------- ------------- ------------- ------------- -------------
1,392,238 - 2,499,999 10 $ 20,465,760 0.5% $ 2,046,576 1.58x 5.487%
2,500,000 - 4,999,999 43 156,778,065 4.0% $ 3,646,002 1.41x 5.563%
5,000,000 - 6,999,999 22 128,477,942 3.3% $ 5,839,906 1.36x 5.580%
7,000,000 - 9,999,999 28 228,614,994 5.9% $ 8,164,821 1.42x 5.695%
10,000,000 - 14,999,999 27 320,361,171 8.2% $ 11,865,229 1.37x 5.608%
15,000,000 - 19,999,999 18 307,434,524 7.9% $ 17,079,696 1.37x 5.692%
20,000,000 - 39,999,999 16 456,104,167 11.7% $ 28,506,510 1.41x 5.716%
40,000,000 - 59,999,999 7 352,997,000 9.0% $ 50,428,143 1.36x 5.691%
60,000,000 - 69,999,999 2 137,990,000 3.5% $ 68,995,000 1.30x 6.018%
70,000,000 - 89,999,999 6 468,870,000 12.0% $ 78,145,000 1.30x 5.891%
90,000,000 - 109,999,999 3 306,604,922 7.9% $ 102,201,641 1.59x 5.527%
110,000,000 - 149,999,999 3 399,255,976 10.2% $ 133,085,325 1.60x 5.288%
150,000,000 - 215,500,000 3 617,000,000 15.8% $ 205,666,667 1.50x 5.659%
--- --------------- -----
TOTAL/WTD. AVG. 188 $ 3,900,954,521 100.0% $ 20,749,758 1.43x 5.654%
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
RANGE OF CUT-OFF DATE TERM TO CUT-OFF DATE MATURITY DATE
PRINCIPAL BALANCES ($) MATURITY (MOS) LTV LTV
- ------------------------------- -------------- ------------ -------------
1,392,238 - 2,499,999 116.8 65.6% 56.7%
2,500,000 - 4,999,999 116.2 71.2% 63.7%
5,000,000 - 6,999,999 114.4 75.0% 65.9%
7,000,000 - 9,999,999 107.8 70.0% 63.1%
10,000,000 - 14,999,999 107.2 72.3% 65.8%
15,000,000 - 19,999,999 109.3 72.8% 63.9%
20,000,000 - 39,999,999 110.6 70.0% 63.3%
40,000,000 - 59,999,999 104.4 73.9% 67.4%
60,000,000 - 69,999,999 58.0 79.9% 79.9%
70,000,000 - 89,999,999 85.5 77.0% 73.7%
90,000,000 - 109,999,999 77.1 72.1% 70.6%
110,000,000 - 149,999,999 81.6 64.8% 62.2%
150,000,000 - 215,500,000 99.4 75.9% 70.6%
TOTAL/WTD. AVG. 97.6 72.7% 67.4%
MIN 1,392,238
MAX 215,500,000
AVERAGE 20,749,758
A-5
AGGREGATE POOL
DISTRIBUTION OF DEBT SERVICE COVERAGE RATIOS
WEIGHTED
PERCENTAGE OF AVERAGE DEBT
NUMBER OF AGGREGATE AVERAGE SERVICE WEIGHTED
RANGE OF DEBT SERVICE MORTGAGE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE COVERAGE AVERAGE
COVERAGE RATIOS LOANS BALANCE ($) BALANCE BALANCE ($) RATIO MORTGAGE RATE
- ------------------------------- --------- --------------- ------------- ------------- ------------- -------------
1.13 - 1.19 6 $ 88,154,774 2.3% $ 14,692,462 1.18x 5.762%
1.20 - 1.29 72 1,067,990,905 27.4% $ 14,833,207 1.23x 5.665%
1.30 - 1.39 33 832,705,168 21.3% $ 25,233,490 1.35x 5.805%
1.40 - 1.49 23 601,267,583 15.4% $ 26,142,069 1.45x 5.737%
1.50 - 1.59 18 736,318,931 18.9% $ 40,906,607 1.55x 5.513%
1.60 - 1.69 13 134,263,444 3.4% $ 10,327,957 1.64x 5.573%
1.70 - 1.79 11 253,799,657 6.5% $ 23,072,696 1.73x 5.667%
1.80 - 1.89 4 21,630,847 0.6% $ 5,407,712 1.81x 5.371%
1.90 - 1.99 3 15,121,982 0.4% $ 5,040,661 1.91x 5.791%
2.00 - 2.29 4 146,701,230 3.8% $ 36,675,307 2.09x 5.111%
2.30 - 2.52 1 3,000,000 0.1% $ 3,000,000 2.52x 4.850%
--- --------------- -----
TOTAL/WTD. AVG. 188 $ 3,900,954,521 100.0% $ 20,749,758 1.43x 5.654%
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
RANGE OF DEBT SERVICE TERM TO CUT-OFF DATE MATURITY DATE
COVERAGE RATIOS MATURITY (MOS) LTV LTV
- ------------------------------- -------------- ------------ -------------
1.13 - 1.19 118.2 76.7% 67.5%
1.20 - 1.29 107.0 75.6% 69.8%
1.30 - 1.39 89.2 76.3% 71.2%
1.40 - 1.49 94.5 73.6% 68.1%
1.50 - 1.59 107.7 74.9% 70.5%
1.60 - 1.69 84.5 67.7% 64.3%
1.70 - 1.79 87.1 59.5% 53.1%
1.80 - 1.89 96.6 62.3% 60.2%
1.90 - 1.99 118.0 55.3% 47.5%
2.00 - 2.29 55.2 45.9% 42.9%
2.30 - 2.52 115.0 39.5% 34.0%
TOTAL/WTD. AVG. 97.6 72.7% 67.4%
MIN 1.13x
MAX 2.52x
WEIGHTED AVERAGE 1.43x
AGGREGATE POOL
DISTRIBUTION OF MORTGAGE INTEREST RATES
WEIGHTED
PERCENTAGE OF AVERAGE DEBT
NUMBER OF AGGREGATE AVERAGE SERVICE WEIGHTED
RANGE OF MORTGAGE MORTGAGE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE COVERAGE AVERAGE
INTEREST RATES LOANS BALANCE ($) BALANCE BALANCE ($) RATIO MORTGAGE RATE
- ------------------------------- --------- --------------- ------------- ------------- ------------- -------------
4.850% - 5.000% 7 $ 164,407,976 4.2% $ 23,486,854 1.95x 4.975%
5.001% - 5.250% 17 295,396,026 7.6% $ 17,376,237 1.43x 5.195%
5.251% - 5.500% 32 1,001,302,178 25.7% $ 31,290,693 1.49x 5.436%
5.501% - 5.750% 72 1,206,214,015 30.9% $ 16,752,972 1.35x 5.610%
5.751% - 6.000% 42 608,405,970 15.6% $ 14,485,856 1.39x 5.820%
6.001% - 6.500% 14 494,094,418 12.7% $ 35,292,458 1.37x 6.232%
6.501% - 6.865% 4 131,133,938 3.4% $ 32,783,485 1.53x 6.660%
--- --------------- -----
TOTAL/WTD. AVG. 188 $ 3,900,954,521 100.0% $ 20,749,758 1.43x 5.654%
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
RANGE OF MORTGAGE TERM TO CUT-OFF DATE MATURITY DATE
INTEREST RATES MATURITY (MOS) LTV LTV
- ------------------------------- -------------- ------------ -------------
4.850% - 5.000% 64.7 52.0% 47.9%
5.001% - 5.250% 96.4 72.9% 68.2%
5.251% - 5.500% 108.8 72.1% 66.6%
5.501% - 5.750% 102.5 75.5% 70.2%
5.751% - 6.000% 99.2 71.6% 65.2%
6.001% - 6.500% 78.7 75.5% 71.6%
6.501% - 6.865% 75.7 71.7% 66.9%
TOTAL/WTD. AVG. 97.6 72.7% 67.4%
MIN 4.850%
MAX 6.865%
WEIGHTED AVERAGE 5.654%
A-6
AGGREGATE POOL
DISTRIBUTION OF CUT-OFF DATE LOAN TO VALUE RATIO
WEIGHTED
PERCENTAGE OF AVERAGE DEBT
NUMBER OF AGGREGATE AVERAGE SERVICE WEIGHTED
RANGE OF CUT-OFF DATE MORTGAGE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE COVERAGE AVERAGE
LOAN-TO-VALUE RATIOS (%) LOANS BALANCE ($) BALANCE BALANCE ($) RATIO MORTGAGE RATE
- ------------------------------- --------- --------------- ------------- ------------- ------------- -------------
38.20 - 50.00 9 $ 193,523,325 5.0% $ 21,502,592 2.00x 5.384%
50.01 - 60.00 12 94,426,636 2.4% $ 7,868,886 1.66x 5.510%
60.01 - 65.00 15 247,202,755 6.3% $ 16,480,184 1.60x 5.530%
65.01 - 70.00 28 401,324,726 10.3% $ 14,333,026 1.45x 5.685%
70.01 - 75.00 35 853,777,571 21.9% $ 24,393,645 1.41x 5.676%
75.01 - 80.00 83 2,026,119,367 51.9% $ 24,411,077 1.36x 5.682%
80.01 - 89.30 6 84,580,142 2.2% $ 14,096,690 1.36x 5.737%
--- --------------- -----
TOTAL/WTD. AVG. 188 $ 3,900,954,521 100.0% $ 20,749,758 1.43x 5.654%
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
RANGE OF CUT-OFF DATE TERM TO CUT-OFF DATE MATURITY DATE
LOAN-TO-VALUE RATIOS (%) MATURITY (MOS) LTV LTV
- ------------------------------- -------------- ------------ -------------
38.20 - 50.00 65.8 45.3% 41.3%
50.01 - 60.00 117.4 55.3% 47.7%
60.01 - 65.00 88.5 61.9% 56.5%
65.01 - 70.00 103.2 67.5% 60.9%
70.01 - 75.00 114.0 73.1% 68.4%
75.01 - 80.00 92.0 77.9% 72.9%
80.01 - 89.30 117.5 82.9% 73.1%
TOTAL/WTD. AVG. 97.6 72.7% 67.4%
MIN 38.2%
MAX 89.3%
WEIGHTED AVERAGE 72.7%
AGGREGATE POOL
DISTRIBUTION OF REMAINING TERM TO MATURITY
WEIGHTED
PERCENTAGE OF AVERAGE DEBT
NUMBER OF AGGREGATE AVERAGE SERVICE WEIGHTED
RANGE OF REMAINING MORTGAGE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE COVERAGE AVERAGE
TERMS TO MATURITY (MOS) LOANS BALANCE ($) BALANCE BALANCE ($) RATIO MORTGAGE RATE
- ------------------------------- --------- --------------- ------------- ------------- ------------- -------------
51 - 60 21 $ 1,085,035,898 27.8% $ 51,668,376 1.51x 5.805%
61 - 110 9 289,555,000 7.4% $ 32,172,778 1.40x 5.456%
111 - 115 17 380,595,492 9.8% $ 22,387,970 1.52x 5.454%
116 - 116 36 569,192,482 14.6% $ 15,810,902 1.37x 5.561%
117 - 117 20 369,182,372 9.5% $ 18,459,119 1.33x 5.678%
118 - 118 41 550,832,921 14.1% $ 13,434,949 1.36x 5.748%
119 - 120 44 656,560,356 16.8% $ 14,921,826 1.42x 5.595%
--- --------------- -----
TOTAL/WTD. AVG. 188 $ 3,900,954,521 100.0% $ 20,749,758 1.43x 5.654%
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
RANGE OF REMAINING TERM TO CUT-OFF DATE MATURITY DATE
TERMS TO MATURITY (MOS) MATURITY (MOS) LTV LTV
- ------------------------------- -------------- ------------ -------------
51 - 60 56.9 71.3% 69.2%
61 - 110 79.1 75.1% 73.9%
111 - 115 114.9 73.2% 61.9%
116 - 116 116.0 73.5% 66.3%
117 - 117 117.0 74.6% 68.7%
118 - 118 118.0 72.3% 64.5%
119 - 120 119.1 72.3% 67.6%
TOTAL/WTD. AVG. 97.6 72.7% 67.4%
MIN 51 months
MAX 120 months
WEIGHTED AVERAGE 98 months
A-7
AGGREGATE POOL
DISTRIBUTION OF REMAINING AMORTIZATION TERM
WEIGHTED
PERCENTAGE OF AVERAGE DEBT
NUMBER OF AGGREGATE AVERAGE SERVICE WEIGHTED
RANGE OF REMAINING MORTGAGE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE COVERAGE AVERAGE
AMORTIZATION TERMS (MOS) LOANS BALANCE ($) BALANCE BALANCE ($) RATIO MORTGAGE RATE
- ------------------------------- --------- --------------- ------------- ------------- ------------- -------------
Interest Only 25 $ 986,459,000 25.3% $ 39,458,360 1.48x 5.568%
238 - 299 13 181,072,028 4.6% $ 13,928,618 1.51x 5.895%
300 - 359 41 689,232,010 17.7% $ 16,810,537 1.60x 5.711%
360 - 360 109 2,044,191,482 52.4% $ 18,754,050 1.35x 5.654%
--- --------------- -----
TOTAL/WTD. AVG. 188 $ 3,900,954,521 100.0% $ 20,749,758 1.43x 5.654%
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
RANGE OF REMAINING TERM TO CUT-OFF DATE MATURITY DATE
AMORTIZATION TERMS (MOS) MATURITY (MOS) LTV LTV
- ------------------------------- -------------- ------------ -------------
Interest Only 85.2 75.7% 75.7%
238 - 299 116.8 63.0% 47.6%
300 - 359 78.4 66.7% 60.7%
360 - 360 108.4 74.2% 67.5%
TOTAL/WTD. AVG. 97.6 72.7% 67.4%
MIN 238 months
MAX 360 months
WEIGHTED AVERAGE 350 months
AGGREGATE POOL
DISTRIBUTION OF ORIGINAL TERM TO MATURITY
WEIGHTED
PERCENTAGE OF AVERAGE DEBT
NUMBER OF AGGREGATE AVERAGE SERVICE WEIGHTED
RANGE OF ORIGINAL MORTGAGE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE COVERAGE AVERAGE
TERMS TO MATURITY LOANS BALANCE ($) BALANCE BALANCE ($) RATIO MORTGAGE RATE
- ------------------------------- --------- --------------- ------------- ------------- ------------- -------------
56 - 60 21 $ 1,085,035,898 27.8% $ 51,668,376 1.51x 5.805%
61 - 119 10 505,055,000 12.9% $ 50,505,500 1.47x 5.436%
120 - 120 157 2,310,863,623 59.2% $ 14,718,877 1.38x 5.630%
--- --------------- -----
TOTAL/WTD. AVG. 188 $ 3,900,954,521 100.0% $ 20,749,758 1.43x 5.654%
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
RANGE OF ORIGINAL TERM TO CUT-OFF DATE MATURITY DATE
TERMS TO MATURITY MATURITY (MOS) LTV LTV
- ------------------------------- -------------- ------------ -------------
56 - 60 56.9 71.3% 69.2%
61 - 119 96.1 74.8% 74.1%
120 - 120 117.1 72.9% 65.2%
TOTAL/WTD. AVG. 97.6 72.7% 67.4%
MIN 56 months
MAX 120 months
WEIGHTED AVERAGE 100 months
A-8
AGGREGATE POOL
DISTRIBUTION OF PREPAYMENT PROVISIONS
WEIGHTED
PERCENTAGE OF AVERAGE DEBT
NUMBER OF AGGREGATE AVERAGE SERVICE WEIGHTED
MORTGAGE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE COVERAGE AVERAGE
PREPAYMENT TYPE LOANS BALANCE ($) BALANCE BALANCE ($) RATIO MORTGAGE RATE
- ------------------------------- --------- --------------- ------------- ------------- ------------- -------------
Defeasance 174 $ 3,790,351,302 97.2% $ 21,783,628 1.43 5.653%
Greater of YM or 1% 12 95,053,219 2.4% $ 7,921,102 1.32 5.580%
YM/Defeasance 1 9,550,000 0.2% $ 9,550,000 2.16 6.605%
Greater of YM +1% or 2% 1 6,000,000 0.2% $ 6,000,000 1.29 5.550%
--- --------------- -----
Total/Wtd.Avg. 188 $ 3,900,954,521 100.0% $ 20,749,758 1.43 5.654%
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
TERM TO CUT-OFF DATE MATURITY DATE
PREPAYMENT TYPE MATURITY (MOS) LTV LTV
- ------------------------------- -------------- ------------ -------------
Defeasance 97.3 72.7% 67.5%
Greater of YM or 1% 113.1 75.8% 66.9%
YM/Defeasance 60.0 47.8% 43.6%
Greater of YM +1% or 2% 111.0 77.9% 66.8%
Total/Wtd.Avg. 97.6 72.7% 67.4%
AGGREGATE POOL
DISTRIBUTION OF LOCKBOX TYPES
PERCENTAGE OF
NUMBER OF AGGREGATE
MORTGAGE CUT-OFF DATE CUT-OFF DATE
LOCKBOXES LOANS BALANCE ($) BALANCE
- ------------------------------- --------- --------------- -------------
Hard 42 $ 2,339,357,389 60.0%
Soft 15 440,667,059 11.3%
- --------------------------------------------------------------------------------
AGGREGATE POOL
DISTRIBUTION OF ESCROWS
PERCENTAGE OF
NUMBER OF AGGREGATE
MORTGAGE CUT-OFF DATE CUT-OFF DATE
ESCROW TYPE LOANS BALANCE ($) BALANCE
- ------------------------------- --------- --------------- -------------
Replacement Reserves 136 2,465,078,984 63.2%
Real Estate Tax 153 2,743,975,407 70.3%
Insurance 147 2,639,241,865 67.7%
TI/LC 82 1,696,687,153 58.7% (a)
- --------------------------------------------------------------------------------
(a) Percentage of total office, retail and industrial properties only.
A-9
AGGREGATE POOL
DISTRIBUTION OF PROPERTY TYPES
WEIGHTED
PERCENTAGE OF AVERAGE DEBT
NUMBER OF AGGREGATE AVERAGE SERVICE WEIGHTED
MORTGAGED CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE COVERAGE AVERAGE
PROPERTY TYPES PROPERTIES BALANCE ($) BALANCE BALANCE ($) RATIO MORTGAGE RATE
- ------------------------------- ---------- --------------- ------------- ------------- ------------- -------------
Office 70 $ 1,451,443,431 37.2% $ 20,734,906 1.38x 5.740%
Retail 116 1,222,272,796 31.3% $ 10,536,834 1.49x 5.505%
Hospitality 46 619,964,692 15.9% $ 13,477,493 1.50x 5.868%
Multifamily 27 307,212,863 7.9% $ 11,378,254 1.39x 5.388%
Industrial 36 217,055,951 5.6% $ 6,029,332 1.32x 5.700%
Other 4 43,490,000 1.1% $ 10,872,500 1.37x 5.462%
Self-Storage 14 34,925,833 0.9% $ 2,494,702 1.47x 5.756%
Mobile Home Park 2 4,588,954 0.1% $ 2,294,477 1.29x 5.780%
--- --------------- -----
Total/Wtd.Avg. 315 $ 3,900,954,521 100.0% $ 12,383,983 1.43x 5.654%
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
TERM TO CUT-OFF DATE MATURITY DATE
PROPERTY TYPES MATURITY (MOS) LTV LTV
- ------------------------------- -------------- ------------ -------------
Office 99.0 75.4% 71.1%
Retail 101.0 68.3% 62.8%
Hospitality 91.6 72.8% 64.8%
Multifamily 92.3 75.5% 71.7%
Industrial 85.9 75.5% 71.4%
Other 118.2 72.4% 71.3%
Self-Storage 117.9 74.0% 61.4%
Mobile Home Park 116.6 68.0% 60.4%
Total/Wtd.Avg. 97.6 72.7% 67.4%
A-10
AGGREGATE POOL
GEOGRAPHIC DISTRIBUTION
WEIGHTED
PERCENTAGE OF AVERAGE DEBT
NUMBER OF AGGREGATE AVERAGE SERVICE WEIGHTED
MORTGAGED CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE COVERAGE AVERAGE
PROPERTY STATE PROPERTIES BALANCE ($) BALANCE BALANCE ($) RATIO MORTGAGE RATE
- ------------------------------- ---------- --------------- ------------- ------------- ------------- -------------
North Carolina 16 $ 466,512,187 12.0% $ 29,157,012 1.46x 5.678%
Texas 37 405,076,644 10.4% $ 10,948,017 1.60x 5.515%
California 25 358,240,860 9.2% $ 14,329,634 1.37x 5.648%
Maryland 22 319,279,000 8.2% $ 14,512,682 1.47x 5.413%
Washington 8 248,533,741 6.4% $ 31,066,718 1.33x 5.700%
Florida 19 194,878,023 5.0% $ 10,256,738 1.44x 5.649%
Hawaii 7 185,383,861 4.8% $ 26,483,409 1.64x 5.669%
Pennsylvania 5 184,531,572 4.7% $ 36,906,314 1.33x 5.579%
Colorado 9 167,946,740 4.3% $ 18,660,749 1.48x 5.688%
Georgia 10 139,202,366 3.6% $ 13,920,237 1.39x 6.211%
Nevada 17 120,812,564 3.1% $ 7,106,621 1.24x 5.740%
Arizona 10 105,946,973 2.7% $ 10,594,697 1.27x 5.583%
Illinois 8 105,389,053 2.7% $ 13,173,632 1.42x 5.541%
South Carolina 12 76,112,896 2.0% $ 6,342,741 1.39x 5.583%
District Of Columbia 1 71,100,000 1.8% $ 71,100,000 1.21x 5.430%
Virginia 5 63,386,000 1.6% $ 12,677,200 1.38x 5.604%
Michigan 8 63,075,597 1.6% $ 7,884,450 1.35x 5.779%
Ohio 9 58,583,133 1.5% $ 6,509,237 1.33x 5.729%
Connecticut 5 50,747,795 1.3% $ 10,149,559 1.41x 5.851%
Louisiana 13 46,411,607 1.2% $ 3,570,124 1.43x 5.770%
Arkansas 2 44,481,238 1.1% $ 22,240,619 1.55x 5.556%
New Jersey 4 43,733,331 1.1% $ 10,933,333 1.35x 5.724%
Iowa 5 43,368,512 1.1% $ 8,673,702 1.54x 5.532%
New York 2 41,500,000 1.1% $ 20,750,000 1.31x 5.555%
Nebraska 3 38,459,405 1.0% $ 12,819,802 1.53x 5.598%
Oregon 2 35,056,107 0.9% $ 17,528,053 1.38x 6.101%
Alabama 2 27,402,287 0.7% $ 13,701,143 1.38x 5.903%
New Mexico 1 25,667,956 0.7% $ 25,667,956 1.56x 5.487%
Tennessee 5 24,002,463 0.6% $ 4,800,493 1.43x 5.685%
Massachusetts 3 23,885,000 0.6% $ 7,961,667 1.74x 6.053%
Missouri 5 19,045,278 0.5% $ 3,809,056 1.42x 5.905%
Minnesota 6 17,356,162 0.4% $ 2,892,694 1.31x 5.853%
Indiana 11 16,999,322 0.4% $ 1,545,393 1.26x 6.500%
Idaho 1 15,804,289 0.4% $ 15,804,289 1.38x 5.770%
Utah 3 12,980,246 0.3% $ 4,326,749 1.35x 5.882%
Delaware 2 7,946,101 0.2% $ 3,973,051 1.25x 5.531%
Wisconsin 3 5,871,316 0.2% $ 1,957,105 1.65x 5.649%
Mississippi 1 5,115,413 0.1% $ 5,115,413 1.39x 5.320%
Rhode Island 1 4,985,363 0.1% $ 4,985,363 1.72x 5.710%
Wyoming 1 4,600,000 0.1% $ 4,600,000 1.31x 5.000%
Vermont 1 2,865,000 0.1% $ 2,865,000 2.16x 6.605%
Oklahoma 1 2,822,806 0.1% $ 2,822,806 1.26x 6.500%
Montana 1 2,370,245 0.1% $ 2,370,245 1.26x 6.500%
West Virginia 1 1,339,816 0.0% $ 1,339,816 1.72x 5.710%
Kansas 1 1,076,636 0.0% $ 1,076,636 1.26x 6.500%
South Dakota 1 1,069,617 0.0% $ 1,069,617 1.26x 6.500%
--- --------------- -----
TOTAL/WTD.AVG 315 $ 3,900,954,521 100.0% $ 12,383,983 1.43x 5.654%
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
TERM TO CUT-OFF DATE MATURITY DATE
PROPERTY STATE MATURITY (MOS) LTV LTV
- ------------------------------- -------------- ------------ -------------
North Carolina 107.1 75.7% 72.4%
Texas 83.3 64.3% 59.5%
California 107.6 70.4% 64.7%
Maryland 92.3 74.2% 73.3%
Washington 62.9 79.3% 77.0%
Florida 105.4 73.9% 66.9%
Hawaii 76.5 59.8% 55.3%
Pennsylvania 117.7 74.1% 66.0%
Colorado 74.9 76.1% 73.3%
Georgia 109.7 73.9% 68.8%
Nevada 73.1 74.6% 70.4%
Arizona 117.5 73.9% 66.2%
Illinois 115.6 74.3% 67.0%
South Carolina 117.2 76.4% 66.7%
District Of Columbia 116.0 72.6% 69.2%
Virginia 117.3 72.1% 65.7%
Michigan 96.1 71.6% 65.4%
Ohio 93.8 75.5% 72.0%
Connecticut 110.7 76.9% 67.0%
Louisiana 116.1 74.4% 63.3%
Arkansas 115.2 71.3% 59.3%
New Jersey 117.3 68.5% 57.6%
Iowa 112.5 74.8% 63.9%
New York 118.1 80.8% 72.3%
Nebraska 109.0 75.6% 65.4%
Oregon 71.1 77.0% 70.3%
Alabama 116.5 76.7% 70.3%
New Mexico 115.0 75.1% 63.6%
Tennessee 97.0 74.4% 65.9%
Massachusetts 65.6 67.5% 65.3%
Missouri 92.3 75.8% 69.2%
Minnesota 102.9 75.4% 66.0%
Indiana 60.0 80.0% 80.0%
Idaho 116.0 66.7% 51.5%
Utah 102.6 81.0% 71.5%
Delaware 119.5 79.9% 69.0%
Wisconsin 108.7 62.3% 54.4%
Mississippi 114.0 79.3% 66.3%
Rhode Island 115.0 65.5% 50.6%
Wyoming 115.0 80.0% 69.2%
Vermont 60.0 47.8% 43.6%
Oklahoma 60.0 80.0% 80.0%
Montana 60.0 80.0% 80.0%
West Virginia 115.0 65.5% 50.6%
Kansas 60.0 80.0% 80.0%
South Dakota 60.0 80.0% 80.0%
TOTAL/WTD.AVG 97.6 72.7% 67.4%
A-11
GROUP 1
DISTRIBUTION BY LOAN TYPE
WEIGHTED
PERCENTAGE OF AVERAGE DEBT
NUMBER OF AGGREGATE AVERAGE SERVICE WEIGHTED
MORTGAGE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE COVERAGE AVERAGE
LOAN TYPE LOANS BALANCE ($) BALANCE BALANCE ($) RATIO MORTGAGE RATE
- ------------------------------- --------- --------------- ------------- ------------- ------------- -------------
Interest Only, Then Amortizing 100 $ 2,210,160,927 61.6% $ 22,101,609 1.36x 5.724%
Interest Only 22 804,749,000 22.4% $ 36,579,500 1.48x 5.638%
Amortizing 46 574,242,776 16.0% $ 12,483,539 1.68x 5.547%
--- --------------- -----
TOTAL/WTD.AVG. 168 $ 3,589,152,703 100.0% $ 21,364,004 1.44x 5.677%
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
TERM TO CUT-OFF DATE MATURITY DATE
LOAN TYPE MATURITY (MOS) LTV LTV
- ------------------------------- -------------- ------------ -------------
Interest Only, Then Amortizing 104.2 74.4% 68.0%
Interest Only 87.4 76.0% 76.0%
Amortizing 89.6 60.3% 51.1%
TOTAL/WTD.AVG. 98.1 72.5% 67.1%
GROUP 1
DISTRIBUTION OF CUT-OFF DATE PRINCIPAL BALANCES
WEIGHTED
PERCENTAGE OF AVERAGE DEBT
NUMBER OF AGGREGATE AVERAGE SERVICE WEIGHTED
RANGE OF CUT-OFF DATE MORTGAGE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE COVERAGE AVERAGE
PRINCIPAL BALANCES ($) LOANS BALANCE ($) BALANCE BALANCE ($) RATIO MORTGAGE RATE
- ------------------------------- --------- --------------- ------------- ------------- ------------- -------------
1,392,238 - 2,499,999 8 $ 15,896,806 0.4% $ 1,987,101 1.62x 5.556%
2,500,000 - 4,999,999 39 142,537,510 4.0% $ 3,654,808 1.42x 5.593%
5,000,000 - 6,999,999 18 105,564,529 2.9% $ 5,864,696 1.35x 5.605%
7,000,000 - 9,999,999 24 197,438,099 5.5% $ 8,226,587 1.45x 5.691%
10,000,000 - 14,999,999 24 282,869,171 7.9% $ 11,786,215 1.36x 5.652%
15,000,000 - 19,999,999 18 307,434,524 8.6% $ 17,079,696 1.37x 5.692%
20,000,000 - 39,999,999 14 394,694,167 11.0% $ 28,192,440 1.42x 5.717%
40,000,000 - 59,999,999 7 352,997,000 9.8% $ 50,428,143 1.36x 5.691%
60,000,000 - 69,999,999 2 137,990,000 3.8% $ 68,995,000 1.30x 6.018%
70,000,000 - 89,999,999 6 468,870,000 13.1% $ 78,145,000 1.30x 5.891%
90,000,000 - 109,999,999 3 306,604,922 8.5% $ 102,201,641 1.59x 5.527%
110,000,000 - 149,999,999 2 259,255,976 7.2% $ 129,627,988 1.70x 5.325%
150,000,000 - 215,500,000 3 617,000,000 17.2% $ 205,666,667 1.50x 5.659%
--- --------------- -----
TOTAL/WTD. AVG. 168 $ 3,589,152,703 100.0% $ 21,364,004 1.44x 5.677%
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
RANGE OF CUT-OFF DATE TERM TO CUT-OFF DATE MATURITY DATE
PRINCIPAL BALANCES ($) MATURITY (MOS) LTV LTV
- ------------------------------- -------------- ------------ -------------
1,392,238 - 2,499,999 117.1 62.3% 53.9%
2,500,000 - 4,999,999 116.2 70.7% 63.4%
5,000,000 - 6,999,999 113.8 74.5% 65.6%
7,000,000 - 9,999,999 106.4 68.6% 62.2%
10,000,000 - 14,999,999 108.8 71.8% 65.2%
15,000,000 - 19,999,999 109.3 72.8% 63.9%
20,000,000 - 39,999,999 112.2 69.9% 62.8%
40,000,000 - 59,999,999 104.4 73.9% 67.4%
60,000,000 - 69,999,999 58.0 79.9% 79.9%
70,000,000 - 89,999,999 85.5 77.0% 73.7%
90,000,000 - 109,999,999 77.1 72.1% 70.6%
110,000,000 - 149,999,999 84.6 58.8% 54.8%
150,000,000 - 215,500,000 99.4 75.9% 70.6%
TOTAL/WTD. AVG. 98.1 72.5% 67.1%
MIN 1,392,238
MAX 215,500,000
AVERAGE 21,364,004
A-12
GROUP 1
DISTRIBUTION OF DEBT SERVICE COVERAGE RATIOS
WEIGHTED
PERCENTAGE OF AVERAGE DEBT
NUMBER OF AGGREGATE AVERAGE SERVICE WEIGHTED
RANGE OF DEBT SERVICE MORTGAGE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE COVERAGE AVERAGE
COVERAGE RATIOS LOANS BALANCE ($) BALANCE BALANCE ($) RATIO MORTGAGE RATE
- ------------------------------- --------- --------------- ------------- ------------- ------------- -------------
1.13 - 1.19 6 $ 88,154,774 2.5% $ 14,692,462 1.18x 5.762%
1.20 - 1.29 63 978,760,455 27.3% $ 15,535,880 1.23x 5.656%
1.30 - 1.39 29 815,675,801 22.7% $ 28,126,752 1.35x 5.817%
1.40 - 1.49 21 456,947,583 12.7% $ 21,759,409 1.45x 5.902%
1.50 - 1.59 14 702,506,931 19.6% $ 50,179,066 1.55x 5.521%
1.60 - 1.69 12 106,853,444 3.0% $ 8,904,454 1.65x 5.648%
1.70 - 1.79 11 253,799,657 7.1% $ 23,072,696 1.73x 5.667%
1.80 - 1.99 7 36,752,829 1.0% $ 5,250,404 1.85x 5.544%
2.00 - 2.29 4 146,701,230 4.1% $ 36,675,307 2.09x 5.111%
2.30 - 2.52 1 3,000,000 0.1% $ 3,000,000 2.52x 4.850%
--- --------------- -----
TOTAL/WTD. AVG. 168 $ 3,589,152,703 100.0% $ 21,364,004 1.44x 5.677%
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
RANGE OF DEBT SERVICE TERM TO CUT-OFF DATE MATURITY DATE
COVERAGE RATIOS MATURITY (MOS) LTV LTV
- ------------------------------- -------------- ------------ -------------
1.13 - 1.19 118.2 76.7% 67.5%
1.20 - 1.29 106.1 75.5% 70.0%
1.30 - 1.39 88.6 76.3% 71.3%
1.40 - 1.49 100.0 72.8% 65.7%
1.50 - 1.59 108.4 74.9% 70.5%
1.60 - 1.69 85.6 67.8% 63.4%
1.70 - 1.79 87.1 59.5% 53.1%
1.80 - 1.99 105.4 59.4% 55.0%
2.00 - 2.29 55.2 45.9% 42.9%
2.30 - 2.52 115.0 39.5% 34.0%
TOTAL/WTD. AVG. 98.1 72.5% 67.1%
MIN 1.13x
MAX 2.52x
WEIGHTED AVERAGE 1.44x
GROUP 1
DISTRIBUTION OF MORTGAGE INTEREST RATES
WEIGHTED
PERCENTAGE OF AVERAGE DEBT
NUMBER OF AGGREGATE AVERAGE SERVICE WEIGHTED
RANGE OF MORTGAGE MORTGAGE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE COVERAGE AVERAGE
INTEREST RATES LOANS BALANCE ($) BALANCE BALANCE ($) RATIO MORTGAGE RATE
- ------------------------------- --------- --------------- ------------- ------------- ------------- -------------
4.850% - 5.000% 3 $ 141,975,976 4.0% $ 47,325,325 2.03x 4.980%
5.001% - 5.250% 13 129,571,026 3.6% $ 9,967,002 1.48x 5.163%
5.251% - 5.500% 30 968,776,765 27.0% $ 32,292,559 1.49x 5.441%
5.501% - 5.750% 67 1,174,431,506 32.7% $ 17,528,828 1.35x 5.610%
5.751% - 6.000% 38 583,169,074 16.2% $ 15,346,555 1.39x 5.816%
6.001% - 6.500% 13 460,094,418 12.8% $ 35,391,878 1.38x 6.245%
6.501% - 6.865% 4 131,133,938 3.7% $ 32,783,485 1.53x 6.660%
--- --------------- -----
TOTAL/WTD. AVG. 168 $ 3,589,152,703 100.0% $ 21,364,004 1.44x 5.677%
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
RANGE OF MORTGAGE TERM TO CUT-OFF DATE MATURITY DATE
INTEREST RATES MATURITY (MOS) LTV LTV
- ------------------------------- -------------- ------------ -------------
4.850% - 5.000% 56.7 47.5% 44.4%
5.001% - 5.250% 114.6 68.4% 59.8%
5.251% - 5.500% 109.6 72.2% 66.5%
5.501% - 5.750% 102.7 75.6% 70.2%
5.751% - 6.000% 98.4 71.4% 65.1%
6.001% - 6.500% 75.8 75.7% 72.0%
6.501% - 6.865% 75.7 71.7% 66.9%
TOTAL/WTD. AVG. 98.1 72.5% 67.1%
MIN 4.850%
MAX 6.865%
WEIGHTED AVERAGE 5.677%
A-13
GROUP 1
DISTRIBUTION OF CUT-OFF DATE LOAN TO VALUE RATIO
WEIGHTED
PERCENTAGE OF AVERAGE DEBT
NUMBER OF AGGREGATE AVERAGE SERVICE WEIGHTED
RANGE OF CUT-OFF DATE MORTGAGE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE COVERAGE AVERAGE
LOAN-TO-VALUE RATIOS (%) LOANS BALANCE ($) BALANCE BALANCE ($) RATIO MORTGAGE RATE
- ------------------------------- --------- --------------- ------------- ------------- ------------- -------------
38.20 - 50.00 9 $ 193,523,325 5.4% $ 21,502,592 2.00x 5.384%
50.01 - 60.00 12 94,426,636 2.6% $ 7,868,886 1.66x 5.510%
60.01 - 65.00 14 244,702,755 6.8% $ 17,478,768 1.61x 5.526%
65.01 - 70.00 26 359,614,726 10.0% $ 13,831,336 1.43x 5.718%
70.01 - 75.00 31 808,868,061 22.5% $ 26,092,518 1.42x 5.661%
75.01 - 80.00 71 1,814,469,059 50.6% $ 25,555,902 1.35x 5.728%
80.01 - 89.30 5 73,548,142 2.0% $ 14,709,628 1.33x 5.861%
--- --------------- -----
TOTAL/WTD. AVG. 168 $ 3,589,152,703 100.0% $ 21,364,004 1.44x 5.677%
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
RANGE OF CUT-OFF DATE TERM TO CUT-OFF DATE MATURITY DATE
LOAN-TO-VALUE RATIOS (%) MATURITY (MOS) LTV LTV
- ------------------------------- -------------- ------------ -------------
38.20 - 50.00 65.8 45.3% 41.3%
50.01 - 60.00 117.4 55.3% 47.7%
60.01 - 65.00 88.2 61.9% 56.4%
65.01 - 70.00 106.6 67.5% 60.0%
70.01 - 75.00 113.8 73.0% 68.5%
75.01 - 80.00 92.3 78.0% 72.8%
80.01 - 89.30 117.9 83.2% 73.3%
TOTAL/WTD. AVG. 98.1 72.5% 67.1%
MIN 38.2%
MAX 89.3%
WEIGHTED AVERAGE 72.5%
GROUP 1
DISTRIBUTION OF REMAINING TERM TO MATURITY
WEIGHTED
PERCENTAGE OF AVERAGE DEBT
NUMBER OF AGGREGATE AVERAGE SERVICE WEIGHTED
RANGE OF REMAINING MORTGAGE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE COVERAGE AVERAGE
TERMS TO MATURITY (MOS) LOANS BALANCE ($) BALANCE BALANCE ($) RATIO MORTGAGE RATE
- ------------------------------- --------- --------------- ------------- ------------- ------------- -------------
51 - 60 21 $ 1,085,035,898 30.2% $ 51,668,376 1.51x 5.805%
61 - 110 6 107,845,000 3.0% $ 17,974,167 1.31x 5.785%
111 - 115 11 337,159,125 9.4% $ 30,650,830 1.55x 5.493%
116 - 116 33 554,505,586 15.4% $ 16,803,200 1.38x 5.565%
117 - 117 18 329,957,372 9.2% $ 18,330,965 1.35x 5.647%
118 - 118 35 518,089,366 14.4% $ 14,802,553 1.36x 5.745%
119 - 120 44 656,560,356 18.3% $ 14,921,826 1.42x 5.595%
--- --------------- -----
TOTAL/WTD. AVG. 168 $ 3,589,152,703 100.0% $ 21,364,004 1.44x 5.677%
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
RANGE OF REMAINING TERM TO CUT-OFF DATE MATURITY DATE
TERMS TO MATURITY (MOS) MATURITY (MOS) LTV LTV
- ------------------------------- -------------- ------------ -------------
51 - 60 56.9 71.3% 69.2%
61 - 110 85.0 76.8% 73.6%
111 - 115 114.9 72.3% 61.0%
116 - 116 116.0 73.4% 66.2%
117 - 117 117.0 74.6% 69.0%
118 - 118 118.0 72.1% 64.4%
119 - 120 119.1 72.3% 67.6%
TOTAL/WTD. AVG. 98.1 72.5% 67.1%
MIN 51 months
MAX 120 months
WEIGHTED AVERAGE 98 months
A-14
GROUP 1
DISTRIBUTION OF REMAINING AMORTIZATION TERM
WEIGHTED
PERCENTAGE OF AVERAGE DEBT
NUMBER OF AGGREGATE AVERAGE SERVICE WEIGHTED
RANGE OF REMAINING MORTGAGE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE COVERAGE AVERAGE
AMORTIZATION TERMS (MOS) LOANS BALANCE ($) BALANCE BALANCE ($) RATIO MORTGAGE RATE
- ------------------------------- --------- --------------- ------------- ------------- ------------- -------------
Interest Only 22 $ 804,749,000 22.4% $ 36,579,500 1.48x 5.638%
238 - 299 13 181,072,028 5.0% $ 13,928,618 1.51x 5.895%
300 - 359 38 674,140,748 18.8% $ 17,740,546 1.60x 5.714%
360 - 360 95 1,929,190,927 53.8% $ 20,307,273 1.35x 5.659%
--- --------------- -----
TOTAL/WTD. AVG. 168 $ 3,589,152,703 100.0% $ 21,364,004 1.44x 5.677%
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
RANGE OF REMAINING TERM TO CUT-OFF DATE MATURITY DATE
AMORTIZATION TERMS (MOS) MATURITY (MOS) LTV LTV
- ------------------------------- -------------- ------------ -------------
Interest Only 87.4 76.0% 76.0%
238 - 299 116.8 63.0% 47.6%
300 - 359 77.6 66.4% 60.6%
360 - 360 107.9 74.0% 67.5%
TOTAL/WTD. AVG. 98.1 72.5% 67.1%
MIN 238 months
MAX 360 months
WEIGHTED AVERAGE 349 months
GROUP 1
DISTRIBUTION OF ORIGINAL TERM TO MATURITY
WEIGHTED
PERCENTAGE OF AVERAGE DEBT
NUMBER OF AGGREGATE AVERAGE SERVICE WEIGHTED
RANGE OF ORIGINAL MORTGAGE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE COVERAGE AVERAGE
TERMS TO MATURITY LOANS BALANCE ($) BALANCE BALANCE ($) RATIO MORTGAGE RATE
- ------------------------------- --------- --------------- ------------- ------------- ------------- -------------
56 - 60 21 $ 1,085,035,898 30.2% $ 51,668,376 1.51x 5.805%
61 - 119 7 323,345,000 9.0% $ 46,192,143 1.48x 5.535%
120 - 120 140 2,180,771,805 60.8% $ 15,576,941 1.39x 5.633%
--- --------------- -----
TOTAL/WTD. AVG. 168 $ 3,589,152,703 100.0% $ 21,364,004 1.44x 5.677%
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
RANGE OF ORIGINAL TERM TO CUT-OFF DATE MATURITY DATE
TERMS TO MATURITY MATURITY (MOS) LTV LTV
- ------------------------------- -------------- ------------ -------------
56 - 60 56.9 71.3% 69.2%
61 - 119 107.7 75.1% 74.1%
120 - 120 117.1 72.7% 65.0%
TOTAL/WTD. AVG. 98.1 72.5% 67.1%
MIN 56 months
MAX 120 months
WEIGHTED AVERAGE 101 months
A-15
GROUP 1
DISTRIBUTION OF PREPAYMENT PROVISIONS
WEIGHTED
PERCENTAGE OF AVERAGE DEBT
NUMBER OF AGGREGATE AVERAGE SERVICE WEIGHTED
MORTGAGE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE COVERAGE AVERAGE
PREPAYMENT TYPE LOANS BALANCE ($) BALANCE BALANCE ($) RATIO MORTGAGE RATE
- ------------------------------- --------- --------------- ------------- ------------- ------------- -------------
Defeasance 154 $ 3,478,549,485 96.9% $ 22,587,984 1.44 5.677%
Greater of YM or 1% 12 95,053,219 2.6% $ 7,921,102 1.32 5.580%
YM/Defeasance 1 9,550,000 0.3% $ 9,550,000 2.16 6.605%
Greater of YM +1% or 2% 1 6,000,000 0.2% $ 6,000,000 1.29 5.550%
--- --------------- -----
Total/Wtd.Avg. 168 $ 3,589,152,703 100.0% $ 21,364,004 1.44 5.677%
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
TERM TO CUT-OFF DATE MATURITY DATE
PREPAYMENT TYPE MATURITY (MOS) LTV LTV
- ------------------------------- -------------- ------------ -------------
Defeasance 97.7 72.5% 67.2%
Greater of YM or 1% 113.1 75.8% 66.9%
YM/Defeasance 60.0 47.8% 43.6%
Greater of YM +1% or 2% 111.0 77.9% 66.8%
Total/Wtd.Avg. 98.1 72.5% 67.1%
GROUP 1
DISTRIBUTION OF LOCKBOX TYPES
PERCENTAGE OF
NUMBER OF AGGREGATE
MORTGAGE CUT-OFF DATE CUT-OFF DATE
LOCKBOXES LOANS BALANCE ($) BALANCE
- ------------------------------- --------- --------------- -------------
Hard 41 $ 2,311,947,389 64.4%
Soft 11 246,367,059 6.9%
- --------------------------------------------------------------------------------
GROUP 1
DISTRIBUTION OF ESCROWS
PERCENTAGE OF
NUMBER OF AGGREGATE
MORTGAGE CUT-OFF DATE CUT-OFF DATE
ESCROW TYPE LOANS BALANCE ($) BALANCE
- ------------------------------- --------- --------------- -------------
Replacement Reserves 116 2,153,277,166 60.0%
Real Estate Tax 133 2,432,173,589 67.8%
Insurance 127 2,327,440,047 64.8%
TI/LC 82 1,696,687,153 58.7% (a)
- --------------------------------------------------------------------------------
(a) Percentage of total office, retail and industrial properties only.
A-16
GROUP 1
DISTRIBUTION OF PROPERTY TYPES
WEIGHTED
PERCENTAGE OF AVERAGE DEBT
NUMBER OF AGGREGATE AVERAGE SERVICE WEIGHTED
MORTGAGED CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE COVERAGE AVERAGE
PROPERTY TYPES PROPERTIES BALANCE ($) BALANCE BALANCE ($) RATIO MORTGAGE RATE
- ------------------------------- ---------- --------------- ------------- ------------- ------------- -------------
Office 70 $ 1,451,443,431 40.4% $ 20,734,906 1.38x 5.740%
Retail 116 1,222,272,796 34.1% $ 10,536,834 1.49x 5.505%
Hospitality 46 619,964,692 17.3% $ 13,477,493 1.50x 5.868%
Industrial 36 217,055,951 6.0% $ 6,029,332 1.32x 5.700%
Other 4 43,490,000 1.2% $ 10,872,500 1.37x 5.462%
Self-Storage 14 34,925,833 1.0% $ 2,494,702 1.47x 5.756%
--- --------------- -----
TOTAL/WTD.AVG. 286 $ 3,589,152,703 100.0% $ 12,549,485 1.44x 5.677%
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
TERM TO CUT-OFF DATE MATURITY DATE
PROPERTY TYPES MATURITY (MOS) LTV LTV
- ------------------------------- -------------- ------------ -------------
Office 99.0 75.4% 71.1%
Retail 101.0 68.3% 62.8%
Hospitality 91.6 72.8% 64.8%
Industrial 85.9 75.5% 71.4%
Other 118.2 72.4% 71.3%
Self-Storage 117.9 74.0% 61.4%
TOTAL/WTD.AVG. 98.1 72.5% 67.1%
A-17
GROUP 1
GEOGRAPHIC DISTRIBUTION
WEIGHTED
PERCENTAGE OF AVERAGE DEBT
NUMBER OF AGGREGATE AVERAGE SERVICE WEIGHTED
MORTGAGED CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE COVERAGE AVERAGE
PROPERTY STATE PROPERTIES BALANCE ($) BALANCE BALANCE ($) RATIO MORTGAGE RATE
- ------------------------------- ---------- --------------- ------------- ------------- ------------- -------------
North Carolina 16 $ 466,512,187 13.0% $ 29,157,012 1.46x 5.678%
Texas 33 357,591,644 10.0% $ 10,836,110 1.62x 5.519%
California 23 337,940,860 9.4% $ 14,693,081 1.35x 5.648%
Washington 6 227,933,741 6.4% $ 37,988,957 1.35x 5.743%
Hawaii 7 185,383,861 5.2% $ 26,483,409 1.64x 5.669%
Pennsylvania 5 184,531,572 5.1% $ 36,906,314 1.33x 5.579%
Maryland 13 179,279,000 5.0% $ 13,790,692 1.52x 5.565%
Florida 15 174,957,069 4.9% $ 11,663,805 1.43x 5.723%
Colorado 9 167,946,740 4.7% $ 18,660,749 1.48x 5.688%
Nevada 17 120,812,564 3.4% $ 7,106,621 1.24x 5.740%
Illinois 8 105,389,053 2.9% $ 13,173,632 1.42x 5.541%
Georgia 8 105,202,366 2.9% $ 13,150,296 1.45x 6.263%
Arizona 9 103,446,973 2.9% $ 11,494,108 1.27x 5.575%
South Carolina 12 76,112,896 2.1% $ 6,342,741 1.39x 5.583%
District Of Columbia 1 71,100,000 2.0% $ 71,100,000 1.21x 5.430%
Virginia 5 63,386,000 1.8% $ 12,677,200 1.38x 5.604%
Michigan 8 63,075,597 1.8% $ 7,884,450 1.35x 5.779%
Connecticut 5 50,747,795 1.4% $ 10,149,559 1.41x 5.851%
Ohio 7 49,189,578 1.4% $ 7,027,083 1.35x 5.762%
Louisiana 13 46,411,607 1.3% $ 3,570,124 1.43x 5.770%
Arkansas 2 44,481,238 1.2% $ 22,240,619 1.55x 5.556%
New Jersey 4 43,733,331 1.2% $ 10,933,333 1.35x 5.724%
Iowa 5 43,368,512 1.2% $ 8,673,702 1.54x 5.532%
New York 2 41,500,000 1.2% $ 20,750,000 1.31x 5.555%
Nebraska 3 38,459,405 1.1% $ 12,819,802 1.53x 5.598%
Oregon 2 35,056,107 1.0% $ 17,528,053 1.38x 6.101%
Alabama 2 27,402,287 0.8% $ 13,701,143 1.38x 5.903%
New Mexico 1 25,667,956 0.7% $ 25,667,956 1.56x 5.487%
Massachusetts 3 23,885,000 0.7% $ 7,961,667 1.74x 6.053%
Missouri 5 19,045,278 0.5% $ 3,809,056 1.42x 5.905%
Minnesota 6 17,356,162 0.5% $ 2,892,694 1.31x 5.853%
Indiana 11 16,999,322 0.5% $ 1,545,393 1.26x 6.500%
Tennessee 4 16,115,568 0.4% $ 4,028,892 1.53x 5.639%
Idaho 1 15,804,289 0.4% $ 15,804,289 1.38x 5.770%
Utah 3 12,980,246 0.4% $ 4,326,749 1.35x 5.882%
Delaware 2 7,946,101 0.2% $ 3,973,051 1.25x 5.531%
Wisconsin 3 5,871,316 0.2% $ 1,957,105 1.65x 5.649%
Rhode Island 1 4,985,363 0.1% $ 4,985,363 1.72x 5.710%
Vermont 1 2,865,000 0.1% $ 2,865,000 2.16x 6.605%
Oklahoma 1 2,822,806 0.1% $ 2,822,806 1.26x 6.500%
Montana 1 2,370,245 0.1% $ 2,370,245 1.26x 6.500%
West Virginia 1 1,339,816 0.0% $ 1,339,816 1.72x 5.710%
Kansas 1 1,076,636 0.0% $ 1,076,636 1.26x 6.500%
South Dakota 1 1,069,617 0.0% $ 1,069,617 1.26x 6.500%
--- --------------- -----
TOTAL/WTD.AVG 286 $ 3,589,152,703 100.0% $ 12,549,485 1.44x 5.677%
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
TERM TO CUT-OFF DATE MATURITY DATE
PROPERTY STATE MATURITY (MOS) LTV LTV
- ------------------------------- -------------- ------------ -------------
North Carolina 107.1 75.7% 72.4%
Texas 81.7 63.3% 58.4%
California 109.3 70.4% 64.5%
Washington 58.2 79.3% 77.7%
Hawaii 76.5 59.8% 55.3%
Pennsylvania 117.7 74.1% 66.0%
Maryland 105.0 72.8% 71.2%
Florida 104.2 73.2% 66.5%
Colorado 74.9 76.1% 73.3%
Nevada 73.1 74.6% 70.4%
Illinois 115.6 74.3% 67.0%
Georgia 107.3 74.0% 69.5%
Arizona 117.5 74.1% 66.4%
South Carolina 117.2 76.4% 66.7%
District Of Columbia 116.0 72.6% 69.2%
Virginia 117.3 72.1% 65.7%
Michigan 96.1 71.6% 65.4%
Connecticut 110.7 76.9% 67.0%
Ohio 89.2 75.0% 72.6%
Louisiana 116.1 74.4% 63.3%
Arkansas 115.2 71.3% 59.3%
New Jersey 117.3 68.5% 57.6%
Iowa 112.5 74.8% 63.9%
New York 118.1 80.8% 72.3%
Nebraska 109.0 75.6% 65.4%
Oregon 71.1 77.0% 70.3%
Alabama 116.5 76.7% 70.3%
New Mexico 115.0 75.1% 63.6%
Massachusetts 65.6 67.5% 65.3%
Missouri 92.3 75.8% 69.2%
Minnesota 102.9 75.4% 66.0%
Indiana 60.0 80.0% 80.0%
Tennessee 87.7 72.5% 65.8%
Idaho 116.0 66.7% 51.5%
Utah 102.6 81.0% 71.5%
Delaware 119.5 79.9% 69.0%
Wisconsin 108.7 62.3% 54.4%
Rhode Island 115.0 65.5% 50.6%
Vermont 60.0 47.8% 43.6%
Oklahoma 60.0 80.0% 80.0%
Montana 60.0 80.0% 80.0%
West Virginia 115.0 65.5% 50.6%
Kansas 60.0 80.0% 80.0%
South Dakota 60.0 80.0% 80.0%
TOTAL/WTD.AVG 98.1 72.5% 67.1%
A-18
GROUP 2
DISTRIBUTION BY LOAN TYPE
WEIGHTED
PERCENTAGE OF AVERAGE DEBT
NUMBER OF AGGREGATE AVERAGE SERVICE WEIGHTED
MORTGAGE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE COVERAGE AVERAGE
LOAN TYPE LOANS BALANCE ($) BALANCE BALANCE ($) RATIO MORTGAGE RATE
- ------------------------------- --------- --------------- ------------- ------------- ------------- -------------
Interest Only 3 $ 181,710,000 58.3% $ 60,570,000 1.46x 5.261%
Interest Only, Then Amortizing 14 115,000,555 36.9% $ 8,214,325 1.28x 5.577%
Amortizing 3 15,091,263 4.8% $ 5,030,421 1.30x 5.599%
--- --------------- -----
TOTAL/WTD.AVG. 20 $ 311,801,818 100.0% $ 15,590,091 1.39x 5.394%
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
TERM TO CUT-OFF DATE MATURITY DATE
LOAN TYPE MATURITY (MOS) LTV LTV
- ------------------------------- -------------- ------------ -------------
Interest Only 75.6 74.1% 74.1%
Interest Only, Then Amortizing 116.6 77.0% 68.1%
Amortizing 115.2 78.0% 65.7%
TOTAL/WTD.AVG. 92.6 75.4% 71.5%
GROUP 2
DISTRIBUTION OF CUT-OFF DATE PRINCIPAL BALANCES
WEIGHTED
PERCENTAGE OF AVERAGE DEBT
NUMBER OF AGGREGATE AVERAGE SERVICE WEIGHTED
RANGE OF CUT-OFF DATE MORTGAGE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE COVERAGE AVERAGE
PRINCIPAL BALANCES ($) LOANS BALANCE ($) BALANCE BALANCE ($) RATIO MORTGAGE RATE
- ------------------------------- --------- --------------- ------------- ------------- ------------- -------------
2,088,954 - 2,499,999 2 $ 4,568,954 1.5% $ 2,284,477 1.46x 5.247%
2,500,000 - 4,999,999 4 14,240,555 4.6% $ 3,560,139 1.32x 5.265%
5,000,000 - 6,999,999 4 22,913,413 7.3% $ 5,728,353 1.38x 5.466%
7,000,000 - 9,999,999 4 31,176,895 10.0% $ 7,794,224 1.22x 5.717%
10,000,000 - 14,999,999 3 37,492,000 12.0% $ 12,497,333 1.43x 5.281%
15,000,000 - 39,999,999 2 61,410,000 19.7% $ 30,705,000 1.38x 5.707%
40,000,000 - 140,000,000 1 140,000,000 44.9% $ 140,000,000 1.42x 5.220%
--- --------------- -----
TOTAL/WTD. AVG. 20 $ 311,801,818 100.0% $ 15,590,091 1.39x 5.394%
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
RANGE OF CUT-OFF DATE TERM TO CUT-OFF DATE MATURITY DATE
PRINCIPAL BALANCES ($) MATURITY (MOS) LTV LTV
- ------------------------------- -------------- ------------ -------------
2,088,954 - 2,499,999 115.5 76.8% 66.5%
2,500,000 - 4,999,999 116.4 75.5% 66.7%
5,000,000 - 6,999,999 116.9 77.3% 67.0%
7,000,000 - 9,999,999 116.7 79.0% 68.5%
10,000,000 - 14,999,999 95.2 76.0% 69.9%
15,000,000 - 39,999,999 100.5 71.1% 67.2%
40,000,000 - 140,000,000 76.0 75.9% 75.9%
TOTAL/WTD. AVG. 92.6 75.4% 71.5%
MIN 2,088,954
MAX 140,000,000
AVERAGE 15,590,091
A-19
GROUP 2
DISTRIBUTION OF DEBT SERVICE COVERAGE RATIOS
WEIGHTED
PERCENTAGE OF AVERAGE DEBT
NUMBER OF AGGREGATE AVERAGE SERVICE WEIGHTED
RANGE OF DEBT SERVICE MORTGAGE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE COVERAGE AVERAGE
COVERAGE RATIOS LOANS BALANCE ($) BALANCE BALANCE ($) RATIO MORTGAGE RATE
- ------------------------------- --------- --------------- ------------- ------------- ------------- -------------
1.20 - 1.29 9 $ 89,230,450 28.6% $ 9,914,494 1.21x 5.766%
1.30 - 1.39 4 17,029,367 5.5% $ 4,257,342 1.36x 5.235%
1.40 - 1.49 2 144,320,000 46.3% $ 72,160,000 1.42x 5.213%
1.50 - 1.59 4 33,812,000 10.8% $ 8,453,000 1.54x 5.355%
1.60 - 1.69 1 27,410,000 8.8% $ 27,410,000 1.60x 5.280%
--- --------------- -----
TOTAL/WTD. AVG. 20 $ 311,801,818 100.0% $ 15,590,091 1.39x 5.394%
MIN 1.20x
MAX 1.60x
WEIGHTED AVERAGE 1.39x
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
RANGE OF DEBT SERVICE TERM TO CUT-OFF DATE MATURITY DATE
COVERAGE RATIOS MATURITY (MOS) LTV LTV
- ------------------------------- -------------- ------------ -------------
1.20 - 1.29 116.7 76.6% 67.7%
1.30 - 1.39 115.3 78.5% 66.6%
1.40 - 1.49 77.2 76.0% 75.7%
1.50 - 1.59 93.6 74.2% 69.2%
1.60 - 1.69 80.0 67.6% 67.6%
TOTAL/WTD. AVG. 92.6 75.4% 71.5%
GROUP 2
DISTRIBUTION OF MORTGAGE INTEREST RATES
WEIGHTED
PERCENTAGE OF AVERAGE DEBT
NUMBER OF AGGREGATE AVERAGE SERVICE WEIGHTED
RANGE OF MORTGAGE MORTGAGE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE COVERAGE AVERAGE
INTEREST RATES LOANS BALANCE ($) BALANCE BALANCE ($) RATIO MORTGAGE RATE
- ------------------------------- --------- --------------- ------------- ------------- ------------- -------------
4.910% - 5.000% 4 $ 22,432,000 7.2% $ 5,608,000 1.46x 4.944%
5.001% - 5.250% 4 165,825,000 53.2% $ 41,456,250 1.39x 5.220%
5.251% - 5.500% 2 32,525,413 10.4% $ 16,262,706 1.57x 5.286%
5.501% - 5.750% 5 31,782,509 10.2% $ 6,356,502 1.45x 5.617%
5.751% - 6.000% 4 25,236,895 8.1% $ 6,309,224 1.22x 5.904%
6.001% - 6.500% 1 34,000,000 10.9% $ 34,000,000 1.20x 6.052%
--- --------------- -----
TOTAL/WTD. AVG. 20 $ 311,801,818 100.0% $ 15,590,091 1.39x 5.394%
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
RANGE OF MORTGAGE TERM TO CUT-OFF DATE MATURITY DATE
INTEREST RATES MATURITY (MOS) LTV LTV
- ------------------------------- -------------- ------------ -------------
4.910% - 5.000% 115.3 80.3% 70.6%
5.001% - 5.250% 82.1 76.4% 74.8%
5.251% - 5.500% 85.3 69.4% 67.4%
5.501% - 5.750% 93.1 72.7% 67.7%
5.751% - 6.000% 117.4 77.2% 67.3%
6.001% - 6.500% 117.0 73.9% 66.8%
TOTAL/WTD. AVG. 92.6 75.4% 71.5%
MIN 4.910%
MAX 6.052%
WEIGHTED AVERAGE 5.394%
A-20
GROUP 2
DISTRIBUTION OF CUT-OFF DATE LOAN TO VALUE RATIO
WEIGHTED
PERCENTAGE OF AVERAGE DEBT
NUMBER OF AGGREGATE AVERAGE SERVICE WEIGHTED
RANGE OF CUT-OFF DATE MORTGAGE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE COVERAGE AVERAGE
LOAN-TO-VALUE RATIOS (%) LOANS BALANCE ($) BALANCE BALANCE ($) RATIO MORTGAGE RATE
- ------------------------------- --------- --------------- ------------- ------------- ------------- -------------
62.50 - 65.00 1 $ 2,500,000 0.8% $ 2,500,000 1.23x 5.930%
65.01 - 70.00 2 41,710,000 13.4% $ 20,855,000 1.59x 5.397%
70.01 - 75.00 4 44,909,509 14.4% $ 11,227,377 1.25x 5.954%
75.01 - 80.00 12 211,650,308 67.9% $ 17,637,526 1.37x 5.293%
80.01 - 81.10 1 11,032,000 3.5% $ 11,032,000 1.50x 4.910%
--- --------------- -----
TOTAL/WTD. AVG. 20 $ 311,801,818 100.0% $ 15,590,091 1.39x 5.394%
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
RANGE OF CUT-OFF DATE TERM TO CUT-OFF DATE MATURITY DATE
LOAN-TO-VALUE RATIOS (%) MATURITY (MOS) LTV LTV
- ------------------------------- -------------- ------------ -------------
62.50 - 65.00 118.0 62.5% 58.4%
65.01 - 70.00 74.2 68.1% 68.1%
70.01 - 75.00 117.1 73.7% 66.2%
75.01 - 80.00 89.6 77.0% 73.4%
80.01 - 81.10 115.0 81.1% 71.7%
TOTAL/WTD. AVG. 92.6 75.4% 71.5%
MIN 62.5%
MAX 81.1%
WEIGHTED AVERAGE 75.4%
GROUP 2
DISTRIBUTION OF REMAINING TERM TO MATURITY
WEIGHTED
PERCENTAGE OF AVERAGE DEBT
NUMBER OF AGGREGATE AVERAGE SERVICE WEIGHTED
RANGE OF REMAINING MORTGAGE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE COVERAGE AVERAGE
TERMS TO MATURITY (MOS) LOANS BALANCE ($) BALANCE BALANCE ($) RATIO MORTGAGE RATE
- ------------------------------- --------- --------------- ------------- ------------- ------------- -------------
63 - 110 3 $ 181,710,000 58.3% $ 60,570,000 1.46x 5.261%
111 - 115 6 43,436,367 13.9% $ 7,239,395 1.32x 5.148%
116 - 118 11 86,655,450 27.8% $ 7,877,768 1.27x 5.795%
--- --------------- -----
TOTAL/WTD. AVG. 20 $ 311,801,818 100.0% $ 15,590,091 1.39x 5.394%
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
RANGE OF REMAINING TERM TO CUT-OFF DATE MATURITY DATE
TERMS TO MATURITY (MOS) MATURITY (MOS) LTV LTV
- ------------------------------- -------------- ------------ -------------
63 - 110 75.6 74.1% 74.1%
111 - 115 114.9 79.7% 69.2%
116 - 118 117.2 75.9% 67.2%
TOTAL/WTD. AVG. 92.6 75.4% 71.5%
MIN 63 months
MAX 118 months
WEIGHTED AVERAGE 93 months
A-21
GROUP 2
DISTRIBUTION OF REMAINING AMORTIZATION TERM
WEIGHTED
PERCENTAGE OF AVERAGE DEBT
NUMBER OF AGGREGATE AVERAGE SERVICE WEIGHTED
RANGE OF REMAINING MORTGAGE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE COVERAGE AVERAGE
AMORTIZATION TERMS (MOS) LOANS BALANCE ($) BALANCE BALANCE ($) RATIO MORTGAGE RATE
- ------------------------------- --------- --------------- ------------- ------------- ------------- -------------
Interest Only 3 $ 181,710,000 58.3% $ 60,570,000 1.46x 5.261%
354 - 359 3 15,091,263 4.8% $ 5,030,421 1.30x 5.599%
360 - 360 14 115,000,555 36.9% $ 8,214,325 1.28x 5.577%
--- --------------- -----
TOTAL/WTD. AVG. 20 $ 311,801,818 100.0% $ 15,590,091 1.39x 5.394%
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
RANGE OF REMAINING TERM TO CUT-OFF DATE MATURITY DATE
AMORTIZATION TERMS (MOS) MATURITY (MOS) LTV LTV
- ------------------------------- -------------- ------------ -------------
Interest Only 75.6 74.1% 74.1%
354 - 359 115.2 78.0% 65.7%
360 - 360 116.6 77.0% 68.1%
TOTAL/WTD. AVG. 92.6 75.4% 71.5%
MIN 354 months
MAX 360 months
WEIGHTED AVERAGE 359 months
GROUP 2
DISTRIBUTION OF ORIGINAL TERM TO MATURITY
WEIGHTED
PERCENTAGE OF AVERAGE DEBT
NUMBER OF AGGREGATE AVERAGE SERVICE WEIGHTED
RANGE OF ORIGINAL MORTGAGE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE COVERAGE AVERAGE
TERMS TO MATURITY LOANS BALANCE ($) BALANCE BALANCE ($) RATIO MORTGAGE RATE
- ------------------------------- --------- --------------- ------------- ------------- ------------- -------------
66 - 119 3 $ 181,710,000 58.3% $ 60,570,000 1.46x 5.261%
120 - 120 17 130,091,818 41.7% $ 7,652,460 1.29x 5.579%
--- --------------- -----
TOTAL/WTD. AVG. 20 $ 311,801,818 100.0% $ 15,590,091 1.39x 5.394%
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
RANGE OF ORIGINAL TERM TO CUT-OFF DATE MATURITY DATE
TERMS TO MATURITY MATURITY (MOS) LTV LTV
- ------------------------------- -------------- ------------ -------------
66 - 119 75.6 74.1% 74.1%
120 - 120 116.4 77.1% 67.9%
TOTAL/WTD. AVG. 92.6 75.4% 71.5%
MIN 66 months
MAX 120 months
WEIGHTED AVERAGE 98 months
A-22
GROUP 2
DISTRIBUTION OF PREPAYMENT PROVISIONS
WEIGHTED
PERCENTAGE OF AVERAGE DEBT
NUMBER OF AGGREGATE AVERAGE SERVICE WEIGHTED
MORTGAGE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE COVERAGE AVERAGE
PREPAYMENT TYPE LOANS BALANCE ($) BALANCE BALANCE ($) RATIO MORTGAGE RATE
- ------------------------------- --------- --------------- ------------- ------------- ------------- -------------
Defeasance 20 $ 311,801,818 100.0% $ 15,590,091 1.39 5.394%
--- --------------- -----
TOTAL/WTD.AVG. 20 $ 311,801,818 100.0% $ 15,590,091 1.39 5.394%
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
TERM TO CUT-OFF DATE MATURITY DATE
PREPAYMENT TYPE MATURITY (MOS) LTV LTV
- ------------------------------- -------------- ------------ -------------
Defeasance 92.6 75.4% 71.5%
TOTAL/WTD.AVG. 92.6 75.4% 71.5%
GROUP 2
DISTRIBUTION OF LOCKBOX TYPES
PERCENTAGE OF
NUMBER OF AGGREGATE
MORTGAGE CUT-OFF DATE CUT-OFF DATE
LOCKBOXES LOANS BALANCE ($) BALANCE
- ------------------------------- --------- ------------ -------------
Hard 1 $ 27,410,000 8.8%
Soft 4 194,300,000 62.3%
- --------------------------------------------------------------------------------
GROUP 2
DISTRIBUTION OF ESCROWS
PERCENTAGE OF
NUMBER OF AGGREGATE
MORTGAGE CUT-OFF DATE CUT-OFF DATE
ESCROW TYPE LOANS BALANCE ($) BALANCE
- ------------------------------- --------- ------------ -------------
Replacement Reserves 20 311,801,818 100.0%
Real Estate Tax 20 311,801,818 100.0%
Insurance 20 311,801,818 100.0%
- --------------------------------------------------------------------------------
A-23
GROUP 2
DISTRIBUTION OF PROPERTY TYPES
WEIGHTED
PERCENTAGE OF AVERAGE DEBT
NUMBER OF AGGREGATE AVERAGE SERVICE WEIGHTED
MORTGAGED CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE COVERAGE AVERAGE
PROPERTY TYPES PROPERTIES BALANCE ($) BALANCE BALANCE ($) RATIO MORTGAGE RATE
- ------------------------------- ---------- --------------- ------------- ------------- ------------- -------------
Multifamily 27 $ 307,212,863 98.5% $ 11,378,254 1.39x 5.388%
Mobile Home Park 2 4,588,954 1.5% $ 2,294,477 1.29x 5.780%
--- --------------- -----
TOTAL/WTD.AVG. 29 $ 311,801,818 100.0% $ 10,751,787 1.39x 5.394%
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
TERM TO CUT-OFF DATE MATURITY DATE
PROPERTY TYPES MATURITY (MOS) LTV LTV
- ------------------------------- -------------- ------------ -------------
Multifamily 92.3 75.5% 71.7%
Mobile Home Park 116.6 68.0% 60.4%
TOTAL/WTD.AVG. 92.6 75.4% 71.5%
GROUP 2
GEOGRAPHIC DISTRIBUTION
WEIGHTED
PERCENTAGE OF AVERAGE DEBT
NUMBER OF AGGREGATE AVERAGE SERVICE WEIGHTED
MORTGAGED CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE COVERAGE AVERAGE
PROPERTY STATE PROPERTIES BALANCE ($) BALANCE BALANCE ($) RATIO MORTGAGE RATE
- ------------------------------- ---------- --------------- ------------- ------------- ------------- -------------
Maryland 9 $ 140,000,000 44.9% $ 15,555,556 1.42x 5.220%
Texas 4 47,485,000 15.2% $ 11,871,250 1.46x 5.487%
Georgia 2 34,000,000 10.9% $ 17,000,000 1.20x 6.052%
Washington 2 20,600,000 6.6% $ 10,300,000 1.21x 5.220%
California 2 20,300,000 6.5% $ 10,150,000 1.56x 5.646%
Florida 4 19,920,954 6.4% $ 4,980,239 1.48x 5.000%
Ohio 2 9,393,555 3.0% $ 4,696,778 1.24x 5.560%
Tennessee 1 7,886,895 2.5% $ 7,886,895 1.22x 5.780%
Mississippi 1 5,115,413 1.6% $ 5,115,413 1.39x 5.320%
Wyoming 1 4,600,000 1.5% $ 4,600,000 1.31x 5.000%
Arizona 1 2,500,000 0.8% $ 2,500,000 1.23x 5.930%
--- --------------- -----
TOTAL/WTD.AVG 29 $ 311,801,818 100.0% $ 10,751,787 1.39x 5.394%
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
TERM TO CUT-OFF DATE MATURITY DATE
PROPERTY STATE MATURITY (MOS) LTV LTV
- ------------------------------- -------------- ------------ -------------
Maryland 76.0 75.9% 75.9%
Texas 96.0 72.4% 68.0%
Georgia 117.0 73.9% 66.8%
Washington 115.0 79.5% 69.2%
California 79.3 70.0% 67.8%
Florida 115.3 79.7% 70.2%
Ohio 118.0 78.2% 68.6%
Tennessee 116.0 78.1% 66.1%
Mississippi 114.0 79.3% 66.3%
Wyoming 115.0 80.0% 69.2%
Arizona 118.0 62.5% 58.4%
TOTAL/WTD.AVG 92.6 75.4% 71.5%
A-24
GSMS 2006-GG6 ANNEX B
- --------------------------------------------------------------------------------
TEN LARGEST MORTGAGE LOANS - NORTHLAKE MALL
- --------------------------------------------------------------------------------
[PHOTOS OMITTED]
B-1
GSMS 2006-GG6
- --------------------------------------------------------------------------------
TEN LARGEST MORTGAGE LOANS - NORTHLAKE MALL
- --------------------------------------------------------------------------------
[MAP OMITTED]
B-2
GSMS 2006-GG6
- --------------------------------------------------------------------------------
TEN LARGEST MORTGAGE LOANS - NORTHLAKE MALL
- --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
PROPERTY INFORMATION
Number of Mortgaged Real Properties 1
Location (City/State) Charlotte, North Carolina
Property Type Retail
Size (sf) 540,854
Percentage Mall Shop Leased as of February 15, 2006 95.4%
Year Built 2005
Appraisal Value $290,000,000
Underwritten Occupancy 95.4%
Underwritten Revenues $27,093,177
Underwritten Total Expenses $8,190,612
Underwritten Net Operating Income (NOI) $18,902,565
Underwritten Net Cash Flow (NCF) $18,392,280
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
MORTGAGE LOAN INFORMATION
Originator GSCMC
Cut-off Date Principal Balance $215,500,000
Cut-off Date Principal Balance PSF/Unit $398.44
Percentage of Initial Mortgage Pool Balance 5.5%
Number of Mortgage Loans 1
Type of Security Fee Simple
Mortgage Rate 5.410%
Original Term to Maturity (Months) 119
Original Amortization Term (Months) Interest Only
Cut-off Date LTV Ratio 74.3%
LTV Ratio at Maturity 74.3%
Underwritten DSCR on NOI 1.60x
Underwritten DSCR on NCF 1.56x
- -------------------------------------------------------------------------------
o THE LOAN. The mortgage loan (the "NORTHLAKE MALL LOAN") is evidenced by a
note in the original principal amount of $215,500,000 and is secured by a
first mortgage encumbering a super-regional shopping mall located in
Charlotte, North Carolina (the "NORTHLAKE MALL PROPERTY"). The Northlake
Mall Loan was originated by Goldman Sachs Commercial Mortgage Capital,
L.P. (formerly known as Archon Financial, L.P.), and Goldman Sachs
Mortgage Company is the holder of the $215,500,000 note and is the loan
seller of the Northlake Mall Loan. The Northlake Mall Loan was originated
on February 15, 2006 and represents approximately 5.5% of the initial
mortgage pool balance. The note evidencing the Northlake Mall Loan has a
principal balance as of the cut-off date of $215,500,000 and an interest
rate of 5.410%. The proceeds of the Northlake Mall Loan were used to
refinance existing debt on the Northlake Mall Property.
The Northlake Mall Loan had an initial term of 119 months and has a
remaining term of 119 months. The loan requires payments of interest only
during the term of the loan. The scheduled maturity date is the payment
date in February 2016. Voluntary prepayment of the Northlake Mall Loan is
prohibited until the payment date in October 2015. Defeasance with United
States government securities or certain other obligations backed by the
full faith and credit of the United States of America is permitted at any
time after the second anniversary of the securitization closing date but
prior to the payment date in October 2015.
o THE PROPERTY. The Northlake Mall Property is a 1,071,642 sf super-regional
shopping center with three anchors and approximately 140 stores. The
Northlake Mall Property opened in September 2005 and is located in
Charlotte, North Carolina. The Northlake Mall Property's trade area has an
average household income of $73,283 and a current population of
approximately 385,507. Charlotte is the largest metropolitan area in the
Carolinas.
The Northlake Mall Property is anchored by Hecht's, Dillard's and Belk,
along with majors Dick's Sporting Goods and Borders Books and Music Cafe
(totaling 625,789 sf). Hecht's, Dillard's and Belk are not part of the
collateral securing the Northlake Mall Loan. The Northlake Mall Property
also features a 14-screen stadium seating AMC theatre. In-line store space
at the Northlake Mall Property totals 386,253 sf.
The following table represents certain information relating to the anchor
tenants at the Northlake Mall Property:
CREDIT RATING
OF PARENT OPERATING
COMPANY COLLATERAL COVENANT
ANCHOR PARENT COMPANY (FITCH/MIS/S&P) GLA INTEREST EXPIRATION
- --------------------- ---------------------------- ---------------- ------- ---------- ----------
Hecht's Federated Department Stores BBB+/Baa1/BBB 165,000 No 9/15/2020
Dillard's Dillard's, Inc. BB-/B2/BB 185,788 No 9/15/2020
Belk Belk, Inc. NR/NR/NR 180,000 No 9/15/2020
-------
TOTAL ANCHOR TENANTS 530,788
The Northlake Mall Property is 98.4% leased (including the anchor spaces),
with mall shop leased occupancy at 95.4%. Pottery Barn, Coach, Ann Taylor,
Guess and Banana Republic are among the retailers occupying the in-line
space at the Northlake Mall Property. Pursuant to ICSC's Retail Chain
Store Sales Index, projected sales psf for mall shop tenants (with less
than 10,000 sf) is $394 based upon partial year sales for the period
October 2005 through January 2006. Occupancy costs based on underwritten
rent and recoveries at this sales level would be approximately 14.6% for
such tenants.
B-3
GSMS 2006-GG6
- --------------------------------------------------------------------------------
TEN LARGEST MORTGAGE LOANS - NORTHLAKE MALL
- --------------------------------------------------------------------------------
The following table presents certain information relating to the major
mall shop tenants at the Northlake Mall Property:
TEN LARGEST RETAIL TENANTS BASED ON ANNUALIZED UNDERWRITTEN BASE RENT (1)
- --------------------------------------------------------------------------------------------------------------------------------
% OF TOTAL ANNUALIZED
ANNUALIZED ANNUALIZED UNDERWRITTEN
CREDIT RATING UNDERWRITTEN UNDERWRITTEN BASE RENT LEASE
TENANT NAME (FITCH/MIS/S&P)(2) TENANT NRSF % OF NRSF BASE RENT BASE RENT ($ PER NRSF) EXPIRATION
- ----------------------- ------------------ ----------- --------- ------------ ------------ ------------ ----------
AMC Theatres B / NR / B 59,600 11.0% $1,070,605 6.5% $17.96 1/31/2018
Dick's Sporting Goods NR / NR / B+ 75,000 13.9% 918,750 5.6% 12.25 1/31/2021
Brooks Brothers NR / NR / NR 7,437 1.4% 306,960 1.9% 41.27 1/31/2015
Borders Books Music Cafe NR / NR / NR 20,001 3.7% 300,015 1.8% 15.00 2/28/2021
Pottery Barn NR / NR / NR 10,242 1.9% 299,735 1.8% 29.27 1/31/2018
Anthropologie NR / NR / NR 10,000 1.8% 290,000 1.8% 29.00 1/31/2016
American Eagle
Outfitters NR / NR / NR 7,000 1.3% 245,000 1.5% 35.00 1/31/2015
Abercrombie & Fitch NR / NR / NR 8,062 1.5% 241,860 1.5% 30.00 9/30/2015
Express/Express Men NR / Baa2 /
BBB 7,500 1.4% 225,000 1.4% 30.00 1/31/2016
Forever 21 NR / NR / NR 7,254 1.3% 217,620 1.3% 30.00 1/31/2015
--------------------------------------------------------------------
TEN LARGEST OWNED TENANTS 212,096 39.2% $4,115,545 25.0% $19.40
Remaining Owned Tenants 311,134 57.5% 12,366,564 75.0% 39.75
Vacant Spaces (Owned
Space) 17,624 3.3% 0 0.0% 0.00
--------------------------------------------------------------------
TOTAL ALL OWNED TENANTS 540,854 100.0% $16,482,109 100.0% $31.50
- --------------------------------------------------------------------------------------------------------------------------------
___________________
(1) Calculated based on approximate square footage occupied by each tenant.
(2) Certain ratings are those of the parent company whether or not the parent
guarantees the lease.
The following table presents certain information relating to the lease
rollover schedule at the Northlake Mall Property:
LEASE EXPIRATION SCHEDULE (1) (2)
- ----------------------------------------------------------------------------------------------------------------
% OF TOTAL ANNUALIZED
CUMULATIVE ANNUALIZED ANNUALIZED UNDERWRITTEN
EXPIRING % OF % OF UNDERWRITTEN UNDERWRITTEN BASE RENT
YEAR ENDING DECEMBER 31, OWNED NRSF TOTAL NRSF TOTAL NRSF BASE RENT BASE RENT ($ PER NRSF)
- ------------------------- ---------- ---------- ---------- ------------ ------------ -------------
2006 2068 0.4% 0.4% $ 135,000 0.8% $ 65.28
2007 0 0.0% 0.4% 0 0.0% 0.00
2008 0 0.0% 0.4% 0 0.0% 0.00
2009 22 0.0% 0.4% 105,000 0.6% 4,772.73
2010 1,979 0.4% 0.8% 329,000 2.0% 166.25
2011 1,842 0.3% 1.1% 115,000 0.7% 62.43
2012 3,879 0.7% 1.8% 292,000 1.8% 75.28
2013 14,319 2.6% 4.5% 561,302 3.4% 39.20
2014 24,301 4.5% 9.0% 585,390 3.6% 24.09
2015 137,557 25.4% 34.4% 5,936,152 36.0% 43.15
2016 and Thereafter 337,263 62.4% 96.7% 8,423,265 51.1% 24.98
Vacant 17,624 3.3% 100.0% 0 0.0% 0.00
------------------------------------------------------------------------------------
TOTAL 540,854 100.0% $16,482,109 100.0% $ 31.50
- ----------------------------------------------------------------------------------------------------------------
___________________
(1) Calculated based on approximate square footage occupied by each tenant.
(2) Borrower owned in-line space only.
o THE BORROWER. The borrower is TRG Charlotte LLC, a single-purpose,
single-asset entity. Legal counsel to the borrower has delivered a
non-consolidation opinion in connection with the origination of the
Northlake Mall Loan. The borrower of the Northlake Mall Loan is indirectly
owned by The Taubman Realty Group Limited Partnership ("TAUBMAN"). Taubman
owns, develops, operates and/or manages 22 upscale shopping malls in 11
states. Taubman is a guarantor of the non-recourse carve-outs, and an
indemnitor of certain environmental obligations, under the Northlake Mall
Loan. In addition, certain unfunded obligations at the Northlake Mall
Property totaling $14,743,899 were secured by an unfunded obligations
guaranty from Taubman.
o ESCROWS. The loan documents provide for certain escrows of real estate
taxes, insurance and tenant termination fees to be funded during an event
of default under the Northlake Mall Loan.
B-4
GSMS 2006-GG6
- --------------------------------------------------------------------------------
TEN LARGEST MORTGAGE LOANS - NORTHLAKE MALL
- --------------------------------------------------------------------------------
o LOCK BOX AND CASH MANAGEMENT. The Northlake Mall Loan requires a hard lock
box, which is already in place. The loan documents require the borrower to
direct the tenants to pay their rents directly to a lender-controlled
lockbox account, except that the loan documents permit the borrower to
maintain a separate account (the "NORTHLAKE MALL KIOSK ACCOUNT") into
which rents from tenants under license agreements and other miscellaneous
revenue from sources other than tenants at the Northlake Mall Property may
be deposited. No withdrawals are permitted from the Northlake Mall Kiosk
Account and on any business day on which the amount on deposit in the
Northlake Mall Kiosk Account exceeds $150,000 (or, during an event of
default under the Northlake Mall Loan, $50,000), such excess funds are
required to be transferred into the lender-controlled lockbox account. The
loan documents also require that all rents received by the borrower or the
property manager be deposited into the lockbox account within one business
day after receipt. On each business day that no event of default under the
Northlake Mall Loan is continuing, all funds in the lockbox account will
be remitted to an account specified by the borrower. During the
continuance of an event of default under the Northlake Mall Loan, the
lender may apply any funds in the lockbox account to the obligations of
the borrower under the Northlake Mall Loan in such order of priority as
the lender may determine.
o PROPERTY MANAGEMENT. The Northlake Mall Property is currently managed by
The Taubman Company LLC, an affiliate of the borrower, pursuant to a
management agreement. Under the loan documents, the Northlake Mall
Property may be managed by a reputable and experienced management
organization possessing experience in managing properties similar in size,
scope and value as the Northlake Mall Property for whom each rating agency
has confirmed in writing that the management of the Northlake Mall
Property by such entity will not cause the downgrade, withdrawal or
qualification of the then current ratings of any class of the series
2006-GG6 certificates. The lender may require the borrower to replace the
property manager if an event of default under the Northlake Mall Loan has
occurred and the lender has accelerated the loan or if the property
manager becomes insolvent.
o RELEASE OF COLLATERAL. The borrower is permitted under the loan documents
to obtain the release of all or any part of a (i) certain parcel of land
and (ii) certain other portions of the Northlake Mall Property, which with
respect to clause (ii) are improved only by surface parking and required
to be transferred to an anchor tenant pursuant to the REA, the release of
which would not have a material adverse impact on the value, use or
operation of the Northlake Mall Property. Any portion of the Northlake
Mall Property so released must be transferred to a third party, which may
be an affiliate of the borrower and may be used only for purposes that are
consistent with the character and quality of the balance of the Northlake
Mall Property. Any such release is subject to, among other things, the
borrower delivering to lender (a) evidence that the release parcel has
been legally subdivided if required, (b) evidence that the release parcel
is not necessary for the uses of the remainder of the Northlake Mall
Property and (c) evidence that sufficient parking remains on the remainder
of the Northlake Mall Property. In the alternative, the loan documents
permit the borrower to ground lease the release parcels to one or more
third parties, which may be an affiliate of the borrower. Any such ground
lease must provide, among other things, that the ground leased parcel will
be used solely for purposes that are consistent with the character and
quality of the balance of the Northlake Mall Property, and that the ground
lessee will provide the lender with reasonably satisfactory assurances
against liens which may be in the form of a letter of credit or a
completion guaranty. The Northlake Mall Loan would be subordinate to any
such ground lease.
o TERRORISM INSURANCE. The Northlake Mall Loan documents require that the
commercial property and business income insurance policies required to be
maintained by borrower provide coverage for perils of terrorism and acts
of terrorism in an amount equal to 100% of the replacement cost of the
Northlake Mall Property and 100% of the projected gross rental income from
the Northlake Mall Property on an actual loss sustained basis, from the
date of the casualty to the date that the Northlake Mall Property is
repaired or replaced, plus a 12-month period after the completion of
restoration. The borrower is only required to maintain such amount of
coverage as may be obtained at a cost equal to (x) $155,000 for the first
four years after the one-year anniversary of the origination of the loan
and (y) $200,000 for the remainder of the term of the loan. In addition,
the borrower is permitted to maintain such coverage through a blanket
policy with a deductible not in excess of $500,000 or such higher
deductible if the borrower delivers to the lender a letter of credit in an
amount equal to the difference between the actual deductible and $500,000.
The letter of credit may be drawn upon by the lender upon the occurrence
of a casualty to pay such amounts that would have been paid by the issuer
of the insurance policy if the actual deductible had been $500,000.
B-5
GSMS 2006-GG6
- --------------------------------------------------------------------------------
TEN LARGEST MORTGAGE LOANS -JQH HOTEL PORTFOLIO D
- --------------------------------------------------------------------------------
[PHOTOS OMITTED]
B-6
GSMS 2006-GG6
- --------------------------------------------------------------------------------
TEN LARGEST MORTGAGE LOANS -JQH HOTEL PORTFOLIO D
- --------------------------------------------------------------------------------
[MAP OMITTED]
B-7
GSMS 2006-GG6
- --------------------------------------------------------------------------------
TEN LARGEST MORTGAGE LOANS -JQH HOTEL PORTFOLIO D
- --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
PROPERTY INFORMATION
Number of Mortgaged Real Properties 9
Location (City/State) Various
Property Type Hospitality
Size (rooms) 2,022
Percentage Occupancy Trailing 12 as of December 31, 2005 70.4%
Year Built / Renovated Various / Various
Appraisal Value $284,900,000
Underwritten Occupancy 70.4%
Underwritten Revenues $84,230,235
Underwritten Total Expenses $58,185,778
Underwritten Net Operating Income (NOI) $26,044,458
Underwritten Net Cash Flow (NCF) $22,675,249
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
MORTGAGE LOAN INFORMATION
Originator GSCMC
Cut-off Date Principal Balance $214,000,000
Cut-off Date Principal Balance PSF/Unit $105,835.81
Percentage of Initial Mortgage Pool Balance 5.5%
Number of Mortgage Loans 1
Type of Security 8 Fee Simple and 1 Leasehold
Mortgage Rate 5.487%
Original Term to Maturity (Months) 120
Original Amortization Term (Months) 35 IO; 360
Cut-off Date LTV Ratio 75.1%
LTV Ratio at Maturity 63.6%
Underwritten DSCR on NOI 1.79x
Underwritten DSCR on NCF 1.56x
- -------------------------------------------------------------------------------
o THE LOAN. The mortgage loan (the "JQH HOTEL PORTFOLIO D LOAN") is
evidenced by a single note and is secured by a first mortgage encumbering
nine full-service hotels located in eight states (the "JQH HOTEL PORTFOLIO
D PROPERTIES"). The JQH Hotel Portfolio D Loan was originated on September
26, 2005 by Goldman Sachs Commercial Mortgage Capital, L.P. (formerly
known as Archon Financial, L.P.) and was subsequently purchased by Goldman
Sachs Mortgage Company and had an original principal balance of
$214,000,000 and represents approximately 5.5% of the initial mortgage
pool balance. The note evidencing the JQH Hotel Portfolio Loan has a
principal balance as of the cut off date of $214,000,000 and an interest
rate of 5.487%. The proceeds of the JQH Hotel Portfolio D Loan were
primarily used to acquire the JQH Hotel Portfolio D Properties.
The JQH Hotel Portfolio D Loan had an initial term of 120 months and has a
remaining term of 115 months. The scheduled maturity date is the payment
date in October 2015. Voluntary prepayment of the JQH Hotel Portfolio D
Loan is prohibited until the payment date in April 2015. On or after the
payment date in April 2015, full or partial prepayment is permitted on the
JQH Hotel Portfolio D Loan without penalty. Defeasance and substitution
are permitted with respect to the JQH Hotel Portfolio D Loan as described
under "Defeasance and Substitution" below.
THE PROPERTIES. The JQH Hotel Portfolio D Properties consist of nine hotel
properties located in eight states. The borrower has pledged its fee
interest in eight of the JQH Hotel Portfolio D Properties and its
leasehold interest in one of the JQH Hotel Portfolio D Properties. The
following table presents certain information relating to the JQH Hotel
Portfolio D Properties:
ALLOCATED # OF
PROPERTY NAME CITY STATE LOAN AMOUNT OCCUPANCY (1) ADR (1) REVPAR (1) ROOMS
- ----------------------------- ----------- ------------- ----------- ------------- ------- ---------- -----
Omaha Embassy Suites Omaha Nebraska $ 34,249,033 77.9% $130.77 $101.87 248
Little Rock Embassy Suites Little Rock Arkansas 33,646,852 75.1% 115.64 86.83 250
Greensboro Embassy Suites Greensboro North Carolina 32,141,400 75.3% 121.77 91.70 218
Greenville Embassy Suites Greenville South Carolina 31,539,219 71.4% 105.43 75.32 267
Albuquerque Marriott Albuquerque New Mexico 25,667,956 65.5% 98.26 64.33 309
Des Moines Embassy Suites Des Moines Iowa 25,442,139 68.8% 113.46 78.11 233
Davenport Radisson Davenport Iowa 12,570,524 62.5% 90.25 56.36 221
Mesquite Hampton Inn and Suites Mesquite Texas 11,290,890 69.8% 84.60 59.02 160
Kansas City Homewood Suites Kansas City Missouri 7,451,987 65.4% 94.35 61.73 116
--------------------------------------------------------------
TOTAL / AVERAGE PORTFOLIO $214,000,000 70.4% $107.47 $ 76.29 2,022
___________________
(1) Trailing 12 months through 12/31/2005.
B-8
GSMS 2006-GG6
- --------------------------------------------------------------------------------
TEN LARGEST MORTGAGE LOANS -JQH HOTEL PORTFOLIO D
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Omaha Embassy Suites Property is a full-service, 248-room hotel located in
the central business district of Omaha in the Old Market District,
situated one mile from I-480, which connects with I-29 and I-80, the major
regional north-south and east-west thoroughfares, respectively; bordered
to the north by the ConAgra Foods headquarters. The property was
originally completed and opened in 1997, followed by renovations in
2004-2005. The Omaha Embassy Suites Property's amenities include a
swimming pool, whirlpool, sauna, fitness center, sun deck, Internet cafe,
game room and 12,480 sf of meeting space.
Little Rock Embassy Suites Property is a full-service, 250-room hotel
located in the western portion of Little Rock, near the I-430/I-630
interchange, the area's major north-south and east-west thoroughfares,
respectively; situated in a prominent residential district with various
corporations and multi-tenant office buildings nearby. The property was
originally completed and opened in 1997, followed by renovations in
2004-2005. The Little Rock Embassy Suites Property's amenities include a
car rental desk, gift shop, fitness room, indoor swimming pool and 13,563
sf of meeting space.
Greensboro Embassy Suites Property is a full-service, 218-room hotel
located along I-40, a major regional and national east-west thoroughfare,
between downtown Greensboro to the east and Winston-Salem to the west;
also close to State Route 68, a local roadway with heavy commercial
concentration; situated near the Greensboro airport. The property was
originally completed and opened in 1989, followed by further renovations
in 2005. The Greensboro Embassy Suites Property's amenities include a
fitness center, indoor pool, jacuzzi, sauna and 20,512 sf of meeting
space.
Greenville Embassy Suites Property is a full-service, 267-room hotel
located along I-85, which provides access to Charlotte, NC, to the north,
and Atlanta, GA, to the south; situated in an area of commercial
development, near Motor Mile, the home of most of Greenville's car
dealerships and big-box retailers. The property was originally completed
and opened in 1993, followed by further renovations in 1999-2000 and 2003.
The ownership interest in the Greenville Embassy Suites Property is in the
form of a 55-year ground lease with two 10-year extension options. The
Greenville Embassy Suites Property's amenities include a business center,
fitness center, indoor and outdoor swimming pool, adjacent golf course and
tennis courts, gift shop and 18,470 sf of meeting space.
Albuquerque Marriott Property is a full-service, 309-room hotel located in
northern Albuquerque, 6 miles north of downtown; adjacent to I-25, the
major regional thoroughfare with access to the north to Sante Fe, New
Mexico, and to the south to Las Cruces, New Mexico; situated in the
Journal Center, a growing business and industrial park. The property was
originally completed and opened in 1987, followed by further renovations
in 2002 and 2005. The Albuquerque Marriott Property's amenities include a
gift shop, fitness center, indoor/outdoor swimming pool, two spas and
26,189 sf of meeting space.
Des Moines Embassy Suites Property is a full-service, 233-room hotel
located in the central business district of Des Moines, within close
proximity of state government buildings, major corporations and the new
Iowa Events Center; situated near I-235, which connects to I-80 and I-35,
the region's major east-west and north-south roadways, respectively. The
Des Moines Embassy Suites Property was originally completed and opened in
1990, followed by further renovations in 2004-2005. The Des Moines Embassy
Suites Property's amenities include a swimming pool, whirlpool, sauna,
fitness center, sun deck, gift shop, business center and 15,534 sf of
meeting space.
Davenport Radisson Property is a full-service, 221-room hotel located just
off of Second Street. The neighborhood is defined by 5th Street to the
north, Interstate 280 to the west, the Mississippi River to the south, and
Interstate 74 to the east. The property was originally completed and
opened in 1995, followed by further renovations in 2003. The Davenport
Radisson Property's amenities include a fitness room, indoor swimming pool
and 7,812 sf of meeting space.
Mesquite Hampton Inn and Suites Property is a full-service, 160-room hotel
located in the southwest portion of Mesquite, within the greater Dallas /
Forth Worth area (east of Dallas); in close proximity to major regional
roadways, in particular the LBJ Freeway (Interstate-635), the major
traffic loop in Dallas County; situated in an
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area of mature retail and residential use and growing industrial use. The
property was originally completed and opened in 1999, followed by further
renovations in 2004-2005. The Mesquite Hampton Inn and Suites Property's
amenities include a fitness room, swimming pool, business center, lobby
lounge and 84,000 sf of meeting space in the adjacent Mesquite Convention
Center, owned by the City of Mesquite and managed and catered by the
Hampton Inn and Suites.
Kansas City Homewood Suites Property is a full-service, 116-room hotel
located in the northern Kansas City market, easily accessible and visible
from I-29, a major north-south thoroughfare in the area; less than five
miles from the Kansas City International Airport; situated in a prominent
business district populated mainly by office buildings and residential
developments. The property was originally completed and opened in 1997,
followed by further renovations in 2005. The Kansas City Homewood Suites
Property's amenities include a fitness room, outdoor swimming pool and
1,800 sf of meeting space.
o THE BORROWER. The borrower is Atrium Finance III, LP, a special-purpose
entity. Legal counsel to the borrower delivered a non consolidation
opinion in connection with the origination of the JQH Hotel Portfolio D
Loan. Atrium Hotels, LP (formerly known as John Q. Hammons Hotels, L.P.)
is the guarantor of the non recourse carve-outs of the JQH Hotel Portfolio
D Loan. Atrium Hotels, LP was established in 1989 (as John Q. Hammons
Hotels, L.P.) and its indirect principals include a founding member of the
Starwood Capital Group as well as iStar Financial, Inc. Atrium Hotels,
LP's investments are comprised of equity interests in the borrower and in
certain other entities that own other hotels.
o ESCROWS. At origination, the borrower was required to deposit $598,429,
which represented capital expenditures under property improvement plans
required by certain of the franchisors of the properties. Additionally,
the loan documents required certain escrows to be funded at origination in
respect of real estate taxes, ground rents and insurance premiums.
The loan documents also provide for the monthly funding of a reserve for
real estate taxes, ground rents and insurance premiums with respect to the
JQH Hotel Portfolio D Properties. In addition, the loan documents require
the borrower to fund an FF&E reserve starting in January 2006 in the
monthly amount equal to 4% of the trailing 12 month operating income from
the JQH Hotel Portfolio D Properties, with a credit commencing in October
2008 for certain excess amounts spent in the calendar year 2005 on FF&E.
In lieu of cash escrows and reserves, the loan documents permit the
borrower to post a letter of credit or provide a guaranty from Atrium
Hotels, LP (formerly known as John Q. Hammons Hotels, L.P.) so long as
Atrium Hotels, LP maintains a net worth of at least $120 million and the
aggregate amount of the guarantees delivered pursuant to the loan
documents does not exceed $10 million. At origination, the borrower
delivered guarantees from Atrium Hotels, LP in respect of all of the
escrows and reserves.
o LOCKBOX AND CASH MANAGEMENT. The JQH Hotel Portfolio D Loan requires a
lockbox throughout the term of the JQH Hotel Portfolio D Loan. The loan
documents require the borrower to deposit or cause to be deposited in a
lender-controlled account all credit card receivables and other cash
revenue from the JQH Hotel Portfolio D Properties received within two
business days of receipt by the borrower, the property manager or the JQH
D Operator Lessee (as defined below), as the case may be. Provided no
event of default is then continuing under the JQH Hotel Portfolio D Loan,
all amounts then contained in the lockbox are swept to the borrower at the
end of each business day (or on a less frequent basis at the borrower's
election).
o PROPERTY MANAGEMENT. Each of the JQH Hotel Portfolio D Properties is
leased to Atrium TRS III, LP (the "JQH D OPERATOR LESSEE"), a
special-purpose entity affiliated with Atrium Hotels, L.P. (formerly known
as John Q. Hammons Hotels, L.P.), which operates the JQH Hotel Portfolio D
Properties. The JQH D Operator Lessee has pledged all of its interests in
the operating leases, subleases, FF&E, accounts and its other assets in
connection with the JQH D Operator Lessee's guaranty of the JQH Hotel
Portfolio D Loan.
The JQH Hotel Portfolio D Properties are managed by John Q. Hammons Hotels
Management, LLC pursuant to a management agreement between the property
manager and the JQH D Operator Lessee. The management fees are equal to
actual costs and expenses of managing the JQH Hotel Portfolio D Properties
and other hotel
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properties (including an allocable portion of overhead and salaries) and
are currently approximately 1.5% of gross revenues. The management fees
payable by the JQH D Operator Lessee are capped at the rate that would be
obtained in an arms-length negotiation. Upon an event of default under the
JQH Hotel Portfolio D Loan, the lender may require the borrower to
exercise, or cause the JQH D Operator Lessee to exercise, its right under
the management agreement to request the replacement of the property
manager's senior management with individuals reasonably satisfactory to
the lender (and under the management agreement, the property manager is
not permitted to unreasonably deny such request). Upon foreclosure or
deed-in-lieu of foreclosure on a property, the management agreement is
terminable by the property owner with respect to that property without
payment of any termination fee or similar amount. The management agreement
is subordinate to the JQH Hotel Portfolio D Loan.
Each of the JQH Hotel Portfolio D Properties is operated under a franchise
flag. Five of the JQH Hotel Portfolio D Properties are operated under an
Embassy Suites flag, one is operated under a Marriott flag, one is
operated under a Hampton Inn and Suites flag, one is operated under a
Radisson and one is operated under a Homewood Suites flag.
o DEFEASANCE AND SUBSTITUTION. From and after the second anniversary of the
Closing Date, provided no event of default is then continuing under the
JQH Hotel Portfolio D Loan, the borrower may obtain the release of one or
more of the JQH Hotel Portfolio D Properties by defeasing with permitted
government securities individual properties comprising the JQH Hotel
Portfolio D, subject to the satisfaction of certain requirements,
including, (i) unless the JQH Hotel Portfolio D Loan is defeased in full,
a JQH Hotel Portfolio D DSCR for the 12 month period ending on the fiscal
quarter most recently ended (after giving effect to such defeasance and
excluding interest expense on the aggregate amount defeased) of not less
than 1.35x, (ii) delivery of defeasance collateral sufficient to provide
payments on or prior to, and in any event as close as possible to, all
successive payment dates through and including a payment date selected by
the JQH Hotel Portfolio D Borrower that is on or after the payment date in
April 2015 with respect to a portion of the JQH Hotel Portfolio D Loan
equal to the JQH Defeasance Amount through and (iii) written confirmation
from each rating agency that the release would not cause the downgrade,
withdrawal or qualification of the then current ratings of any class of
the series 2006-GG6 certificates. The debt service coverage ratio for the
JQH Hotel Portfolio D Loan (the "JQH HOTEL PORTFOLIO D DSCR") is
calculated based on trailing 12 months' net operating income and a loan
constant of 6.80%. The "JQH DEFEASANCE AMOUNT" under the JQH Hotel
Portfolio D Loan is (1) 102%, until 5% of the JQH Hotel Portfolio D Loan
has been defeased; then (2) 110%, until 10% of the JQH Hotel Portfolio D
Loan has been defeased; then (3) 115%, until 20% of the JQH Hotel
Portfolio D Loan has been defeased; then (4) 120%, until 30% of the JQH
Hotel Portfolio D Loan has been defeased; and then (z) 125%.
Additionally, the borrower is permitted until October 6, 2014 to
substitute up to two of the JQH Hotel Portfolio D Properties with other
properties which have values (based on an appraisal less than three months
old) equal to or greater than the higher of (x) the initial appraised
value of the corresponding replaced properties and (y) the then current
value (based on an appraisal less than twelve months old) of the replaced
property (which may be tested in the aggregate), subject to the
satisfaction of certain requirements, including (i) a JQH Hotel Portfolio
D DSCR (after giving effect to the property substitution) for the 12 month
period ending on the fiscal quarter then most recently ended of not less
than 1.35x, and (ii) with respect to the second property substitution but
not the first property substitution, written confirmation from each rating
agency that the release would not cause the downgrade, withdrawal or
qualification of the then current ratings of any class of the series
2006-GG6 certificates.
o MEZZANINE OR SUBORDINATE INDEBTEDNESS. Not permitted.
o TERRORISM INSURANCE. The loan documents require the borrower to maintain
"all-risk" insurance in an amount equal to 100% of the full replacement
cost of the JQH Hotel Portfolio D Properties. This insurance must have a
deductible that does not exceed $500,000, provided that a loss limit of
not less than $300,000,000 is permitted, subject to the lender's
reasonable approval in the case of any addition after the origination date
of any real property covered under the same umbrella policy. The borrower
is also required to obtain coverage for terrorism (either as part of its
"all-risk" policy or as a separate policy) providing casualty insurance in
an aggregate amount equal to not less than $70,000,000 per occurrence, and
business interruption and liability
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coverage consistent with the requirements set forth in the loan documents,
if and to the extent that this coverage (i) is then being obtained by
prudent owners of real estate in the United States of a similar type and
quality and in a similar location to the applicable JQH Hotel Portfolio D
Properties, or (ii) is otherwise available for an annual premium (computed
after taking into account the effect of any subsidies or credits that may
be provided to the borrower by or pursuant to any law, regulation, policy
or other initiative relating to the purchase and/or maintenance of
terrorism insurance enacted by any governmental authority) that is less
than or equal to the product of (x) $10,000 (as adjusted on each
anniversary of the origination date by a percentage equal to the
percentage increase in the consumer price index during the preceding
twelve-month period), times (y) the number of JQH Hotel Portfolio D
Properties (the "JQH MAXIMUM PREMIUM"). If neither clause (i) nor clause
(ii) of the preceding sentence is satisfied, then the borrower is required
to obtain terrorism coverage (at a premium that does not exceed the JQH
Maximum Premium) from such insurers, and with such coverage, as shall be
acceptable to the lender in its reasonable discretion.
o GROUND LEASE. The Greenville Embassy Suites Property located in
Greenville, South Carolina is situated on a ground lease parcel. The term
of the ground lease commenced on August 14, 1989 and expires on February
14, 2046 unless sooner terminated pursuant to the terms of the ground
lease. The lessee under the ground lease also has two options to renew for
a term of 10 years each. Although the lessor under the ground lease has a
right of first refusal to purchase the Greenville Embassy Suites Property,
such right does not apply to assignments to or by lender or its designee
(including a purchaser at a foreclosure sale), which are permitted without
the consent of the lessor under the ground lease.
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PROPERTY INFORMATION
Number of Mortgaged Real Properties 8
Location (City/State) Various Locations
Property Type Hospitality
Size (sf) 1,906
Percentage Occupancy Trailing 12 as of December 31, 2005 72.7%
Year Built/Year Renovated 1976-1992 / 2002-2006
Appraisal Value $238,600,000
Year End 2005 Net Cash Flow(1) $16,710,873
Underwritten Occupancy 72.8%
Underwritten Revenues $71,945,086
Underwritten Total Expenses $50,028,647
Underwritten Net Operating Income (NOI) (2) $21,916,439
Underwritten Net Cash Flow (NCF) (2) $20,058,638
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MORTGAGE LOAN INFORMATION
Originator GCFP
Cut-off Date Principal Balance $187,500,000
Cut-off Date Principal Balance PSF/Unit $98,373.56
Percentage of Initial Mortgage Pool Balance 4.8%
Number of Mortgage Loans 1
Type of Security Fee Simple
Mortgage Rate 6.14%
Original Term to Maturity (Months) 60
Original Amortization Term (Months) 24 IO; 300 thereafter
Cut-off Date LTV Ratio 78.6%
LTV Ratio at Maturity 74.4%
Underwritten DSCR on NOI (2) 1.49x
Underwritten DSCR on NCF (2) 1.37x
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___________________
(1) DSCR based on YE 2005 Net Cash Flow is 1.43x based on the interest-only
debt service payment and is 1.14x based on the amortizing debt constant.
(2) Sponsors have invested $19.64 million in property improvements 2002-2007
and intend to invest an addition $17 million in 2006-2007. Underwritten
revenues, expenses, NOI and NCF calculated assuming sponsors' 2006 budget
RevPar of $81.30.
o THE LOAN. The mortgage loan (the "WINDSOR CAPITAL EMBASSY SUITES PORTFOLIO
LOAN") is evidenced by a single note and is secured by eight first
mortgages encumbering eight full-service hotels flagged under the Embassy
Suites brand (the "WINDSOR CAPITAL EMBASSY SUITES PORTFOLIO PROPERTIES").
The Windsor Capital Embassy Suites Portfolio Properties contain a total of
1,906 rooms and are located in Colorado, Michigan, Ohio, Oregon, Texas and
Washington. The Windsor Capital Embassy Suites Portfolio Loan represents
approximately 4.8% of the initial mortgage pool balance. The Windsor
Capital Embassy Suites Portfolio Loan was originated on January 9, 2006,
has an original principal balance of $187,500,000, a principal balance as
of the cut-off date of $187,500,000 and an interest rate of 6.14%. The
DSCR and LTV on the Windsor Capital Embassy Suites Portfolio Loan are
1.37x and 78.6% respectively. The proceeds of the Windsor Capital Embassy
Suites Portfolio Loan were used to retire an existing first mortgage, fund
reserves and pay closing costs.
The Windsor Capital Embassy Suites Portfolio Loan has a term of 60 months
and a remaining term of 59 months. The Windsor Capital Embassy Suites
Portfolio Loan is interest-only for the first 24 months and amortizes
thereafter on a 300-month schedule, with required monthly payments of
$1,224,161.92. The scheduled maturity date is February 6, 2011. Voluntary
prepayment of the Windsor Capital Embassy Suites Portfolio Loan is
prohibited prior to the payment date of November 6, 2010 and is permitted
on such payment date and thereafter without penalty. Defeasance with
United States government securities or certain other obligations backed by
the full faith and credit of the United States of America is permitted
from April 6, 2008 (the "WINDSOR INITIAL DEFEASANCE DATE").
o THE PROPERTIES. The Windsor Capital Embassy Suites Portfolio Properties
consist of eight hotel properties, as described below. The following table
presents certain information relating to the Windsor Capital Embassy
Suites Portfolio Properties:
YEAR YEAR NUMBER OF ALLOCATED
PROPERTY NAME LOCATION BUILT RENOVATED ROOMS LOAN AMOUNT LOAN $/ROOM
- -------------------------------- -------------------------- ------ --------- --------- ----------- -----------
Embassy Suites - Bellevue Bellevue, Washington 1990 2006 240 $ 43,400,000 $180,833
Embassy Suites - Lynnwood Lynnwood, Washington 1992 2006 240 30,900,000 128,750
Embassy Suites - Tigard Tigard, Oregon 1986 2006 354 27,600,000 77,966
Embassy Suites - Blue Ash Cincinnati, Ohio 1988 2002 235 23,700,000 100,851
Embassy Suites - Livonia Livonia, Michigan 1989 2005 240 19,000,000 79,167
Embassy Suites - Colorado Springs Colorado Springs, Colorado 1985 2006 207 17,400,000 84,058
Embassy Suites - El Paso El Paso, Texas 1976 2006 184 15,500,000 84,239
Embassy Suites - Denver Denver, Colorado 1980 2006 206 10,000,000 48,544
---------------------------------------
TOTAL/AVERAGE 1,906 $187,500,000 $ 98,374
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The following table presents certain historical operating performance
relating to the Windsor Capital Embassy Suites Portfolio Properties:
2003 2003 2003 2004 2004 2004 2005 2005 2005
PROPERTY NAME ADR OCC REVPAR ADR OCC REVPAR ADR OCC REVPAR
- --------------------------------- ------- ------- ------- --------- ------- ------- ------- ------- --------
Embassy Suites - Bellevue $127.71 76.90% $98.21 $127.20 77.50% $98.58 $134.74 77.32% $104.18
Embassy Suites - Lynnwood 94.58 67.60% 63.94 97.51 76.60% 74.69 105.47 79.76% 84.12
Embassy Suites - Tigard 88.44 62.70% 55.45 89.10 66.10% 58.90 90.99 67.58% 61.49
Embassy Suites - Blue Ash 100.86 69.20% 69.80 104.22 70.00% 72.95 111.25 73.19% 81.42
Embassy Suites - Livonia 106.13 60.20% 63.89 108.01 64.80% 69.99 107.10 67.97% 72.80
Embassy Suites - Colorado Springs 90.85 71.50% 64.96 92.38 72.90% 67.35 97.73 73.31% 71.65
Embassy Suites - El Paso 90.97 74.10% 67.41 94.57 80.60% 76.22 99.44 80.87% 80.42
Embassy Suites - Denver 85.96 57.70% 49.60 85.01 57.60% 48.97 95.11 64.91% 61.74
----------------------------------------------------------------------------------------
WEIGHTED AVERAGE $ 99.73 67.10% $66.92 $100.33 70.40% $70.63 $105.30 72.70% $76.56
All eight of the hotels in the Windsor Capital Embassy Suites Portfolio
Properties Portfolio are managed by Windsor Capital Group, Inc.
("WINDSOR") and franchised under the Embassy Suites brand, which is owned
by the Hilton Hotels Corporation. Six of the hotels have undergone
approximately $19.46 million in renovations since 2002 and an additional
$15 million is budgeted to be spent by 2008 on the Embassy Suites -
Belleview, Embassy Suites - Lynnwood and Embassy Suites - Colorado Springs
properties.
Embassy Suites - Bellevue is a 240-room all-suite hotel located in
Bellevue, Washington. The hotel is in the midst of renovation. This
property is located within the Cabot, Cabot & Forbes I-90 Business Park
north of I-90 in the Eastgate area of Bellevue, roughly five miles
southeast of downtown Bellevue. Embassy Suites - Bellevue has a 72-seat
restaurant, a 65-seat lounge, a gift shop, approximately 8,000 square feet
of meeting space, an indoor swimming pool, a whirlpool, an exercise room
and guest laundry facilities.
Embassy Suites - Lynnwood is a 240-room all-suite hotel located in
Lynnwood, Massachusetts. The hotel is just south of the intersection of
I-5 and 44th Avenue West, in an office park known as the Quadrant I-5
Business Center. In addition to guest suites, the property contains a
174-seat restaurant, a 64-seat lounge, approximately 10,133 square feet of
meeting space, an indoor swimming pool, a whirlpool, a fitness room, a
game room and a coffee kiosk.
Embassy Suites - Tigard is a 354-room all-suite hotel and conference
center located in Tigard, Oregon. The nine-story property opened in 1986
with 234 rooms and approximately 5,000 square feet of meeting space. In
1992 a second nine-story tower was added at the north end of the property,
which added 10,000 square feet of meeting space and an additional 120
guestrooms. Each level of the north tower is connected to the
corresponding level of the main building. The hotel is located less than
one-half mile south of the intersection formed by State Highway 217 and SW
Hall Boulevard, immediately south of Scholl Ferry Road and adjacent to the
Washington Square Mall. Embassy Suites - Tigard contains a 120-seat
full-service restaurant, an 81-seat lounge, a gift shop, an indoor
swimming pool, a whirlpool, a sauna, an exercise room and a business
center.
Embassy Suites - Blue Ash is a 235-room all-suite hotel located north of
Cincinnati, Ohio in the business district of Blue Ash. The property
recently underwent a $5 million renovation ($21,277 per key) that was
completed in August 2002. This property is located approximately one mile
west of the intersection formed by I-71 and Pfeiffer Road, approximately
15 miles north of Cincinnati's downtown business district. Embassy Suites
- Blue Ash has a 90-seat restaurant, a 47-seat lounge, a gift shop,
approximately 11,000 square feet of meeting space, an indoor swimming
pool, a whirlpool, an exercise room and guest laundry facilities.
Embassy Suites - Livonia is a 240-room all-suite hotel located in Livonia,
Michigan. The hotel is located east of I-275, west of Victor Parkway, and
approximately halfway between Seven Mile Road and Eight Mile Road. Embassy
Suites - Livonia contains a 160-seat full-service restaurant, a 72-seat
lounge, approximately 7,000 square feet of meeting space, an indoor
swimming pool, whirlpool, exercise room and game room.
Embassy Suites - Colorado Springs is a 207-room all-suite hotel located in
Colorado Springs Colorado. This hotel is located on Commerce Center Drive
in the northwestern quadrant of the intersection formed by I-25 and
Woodmen Road in the northwestern portion of Colorado Springs,
approximately five miles north of the central
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business district. Embassy Suites - Colorado Springs contains a 45-seat
full-service restaurant, an 80-seat lounge, approximately 7,800 square
feet of meeting space, an indoor swimming pool, whirlpool, exercise room
and game room.
Embassy Suites - El Paso is a 184-room all-suite hotel located in El Paso,
Texas. The hotel was originally developed as a Granada Royale in 1976 and
was converted to an Embassy Suites at the time of purchase by the sponsors
in August 1993. Embassy Suites - El Paso contains a breakfast area, an
atrium lounge/seating area used for evening receptions, roughly 6,640
square feet of meeting space, a gift shop, an indoor swimming pool and
whirlpool, dry sauna and a fitness area.
Embassy Suites - Denver is a 206-room all-suite hotel located in Denver,
Colorado. The hotel is located roughly one-half mile east of the
intersection formed by I-25 and East Hampden Avenue, adjacent to Tamarac
Square and across the street from Tiffany Plaza. Embassy Suites-Denver
contains a 70 seat full-service restaurant, a 110-seat breakfast area, a
60-seat lounge, a gift shop, approximately 6,900 square feet of meeting
space, an indoor swimming pool, a whirlpool, an exercise room and guest
laundry facilities.
o THE BORROWER. The borrowers (collectively the "WINDSOR CAPITAL EMBASSY
SUITES PORTFOLIO BORROWERS") are eight single-asset, special-purpose,
bankruptcy-remote entities, each with an independent director. Legal
counsel to each of the Windsor Capital Embassy Suites Portfolio Borrowers
delivered a non-consolidation opinion in connection with the origination
of the Windsor Capital Embassy Suites Portfolio Loan. The Windsor Capital
Embassy Suites Portfolio Borrowers are a joint venture owned by DLJ Real
Estate Capital Partners II, L.P. and certain companies controlled by
Patrick Nesbitt (the "WINDSOR COMPANIES"). Windsor Companies are privately
owned hotel ownership and hotel management companies based in Santa
Monica, California. Founded by Patrick Nesbitt in 1972, the Windsor
Companies own and operate a portfolio of 25 hotels with approximately
5,300 rooms making Windsor Capital the largest private operator of Embassy
Suites Hotels in the United States. DLJ Real Estate Capital Partners II,
L.P. is the real estate division of Credit Suisse First Boston's
Alternative Capital Division investing over $2.7 billion in commercial
real estate. In 2004, DLJ Real Estate Capital Partners II, L.P. made an
equity investment of $24 million for a 50% interest in the Windsor Capital
Embassy Suites Portfolio Properties. An affiliate of the Windsor
Companies, Nesbitt Family Trust 3 LLC (the "WINDSOR GUARANTOR") guarantees
the non-recourse carve-out provisions of the Windsor Capital Embassy
Suites Portfolio Loan. The Windsor Capital Embassy Suites Portfolio Loan
documents require the Nesbitt Family Trust 3 LLC to maintain a net worth
of at least $20,000,000. The Windsor Guarantor's recourse obligations will
be capped at $5,000,000, however neither the Windsor Capital Embassy
Suites Portfolio Borrowers nor the Windsor Guarantor's liability is capped
for fraud, misappropriation, violation of certain covenants related to the
Windsor Capital Embassy Suites Portfolio Borrowers' special purpose entity
status or insolvency.
o RELEASE OF COLLATERAL UPON A SALE OF A PROPERTY. After the Windsor Initial
Defeasance Date, the Windsor Capital Embassy Suites Portfolio Loan permits
the release of one or more of the Windsor Capital Embassy Suites Portfolio
Properties from the lien of the mortgage upon a bona fide third-party sale
of such Windsor Capital Embassy Suites Portfolio Property, subject to the
satisfaction of certain conditions, including: the delivery of defeasance
collateral in an amount equal to the sum of (i) the greater of (A) 100% of
the Net Sales Proceeds (as defined in the loan documents) with respect to
such Windsor Capital Embassy Suites Portfolio Property and (B) 125% of the
allocated loan amount for such Windsor Capital Embassy Suites Portfolio
Property plus (ii) the amount necessary to cause the underwritten DSCR
(based on the calculation of net cash flow as defined in the loan
documents and an 11.33% constant) of the Windsor Capital Embassy Suites
Portfolio Properties to be equal to the greater of (x) the underwritten
DSCR immediately preceding such release, (y) the underwritten DSCR
immediately preceding such release and (z) an underwritten DSCR of 1.50x.
o ESCROWS. The loan documents provide for certain escrows of real estate
taxes and insurance and provide for collection of a minimum of 4% of
revenues as an ongoing FF&E and capital-expenditure reserve. In addition,
at closing, the Windsor Capital Embassy Suites Portfolio Borrowers
deposited $7,500,000 into the FF&E and capital expenditure reserve
account. The Windsor Capital Embassy Suites Portfolio Borrowers covenanted
to
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spend at least $15,000,000 toward approved capital improvements and FF&E
expenses at the Windsor Capital Embassy Suites Portfolio Properties before
February 1, 2008 (which may be funded, in part, by the funds on deposit in
the FF&E and capital expenditure reserve). In the event that the Windsor
Capital Embassy Suites Portfolio Borrowers fail to spend such amounts on
such improvements prior to February 1, 2008, then cash flow in excess of
operating expenses, regular reserves and debt service will be deposited
into a reserve account until the amount on deposit in such account equals
the deficiency.
o LOCK BOX AND CASH MANAGEMENT. The Windsor Capital Embassy Suites Loan
requires a hard lock box, which is already in place. The loan documents
require the Windsor Capital Embassy Suites Portfolio Borrowers to direct
credit card receipts directly to a lender-controlled account. The Windsor
Capital Embassy Suites Portfolio Borrowers and the manager are also
required to cause all non-credit card receipts to be transmitted into the
lender-controlled account. Unless a Windsor Capital Embassy Suites
Portfolio Cash Trap Period (as defined below) is in effect, on each
regularly scheduled payment date any amounts in the lender-controlled
account, after payment of debt service and required reserves, will be
disbursed to the Windsor Capital Embassy Suites Portfolio Borrowers. A
"WINDSOR CAPITAL EMBASSY SUITES PORTFOLIO CASH TRAP PERIOD" will exist if
(i) an event of default (as defined in the loan documents) has occurred
and is continuing, until the event of default is cured, or (ii) the
underwritten DSCR with respect to any calendar quarter is less than 0.75x
(based on the calculation of net cash flow as defined in the loan
documents and an 11.33% constant), until the underwritten DSCR is at least
0.75x for two consecutive calendar quarters. During a Windsor Capital
Embassy Suites Cash Trap Period, all available cash (revenue remaining
after payment of debt service, required reserves and operating expenses)
is swept into a cash collateral account to be held as additional cash
collateral for the Windsor Capital Embassy Suites Portfolio Loan (which
may be applied to the Windsor Capital Embassy Suites Portfolio Loan upon
an event of default under the Windsor Capital Embassy Suites Portfolio
Loan).
o PROPERTY MANAGEMENT. Windsor, an affiliate of the Windsor Capital Embassy
Suites Portfolio Borrowers, is the property manager of the Windsor Capital
Embassy Suites Portfolio Properties. With respect to each hotel, the
property manager receives (i) a management fee equal to 3.5% of the gross
revenue and (ii) an accounting fee of $5,000/month (subject to CPI
adjustments). The lender may replace the property manager if (i) the
Windsor Capital Embassy Suites Portfolio Borrowers fails to maintain a
DSCR (based on calculation of net cash flow as defined in the loan
documents and the actual debt service) of at least 1.00x for two
consecutive calendar quarters, (ii) an event of default is continuing
under the Windsor Capital Embassy Suites Portfolio Loan, (iii) the
property manager is in default under the management agreement, or (iv)
upon the gross negligence, malfeasance or willful misconduct of the
property manager.
o MEZZANINE OR SUBORDINATE INDEBTEDNESS. Not permitted.
o TERRORISM INSURANCE. The loan documents require the Windsor Capital
Embassy Suites Portfolio Borrowers to maintain terrorism insurance in an
amount equal to 100% of the replacement cost of the Windsor Capital
Embassy Suites Portfolio Properties. If such terrorism coverage is not
commercially available for the premium currently being paid for such
coverage, the Windsor Capital Embassy Suites Portfolio Borrowers are
nonetheless required to obtain such required terrorism coverage, but in no
event are the Windsor Capital Embassy Suites Portfolio Borrowers required
to pay any insurance premiums with respect to such insurance coverage in
excess of an amount equal to 150% of the insurance premiums paid for
terrorism coverage at the time of closing of the Windsor Capital Embassy
Suites Portfolio Loan, adjusted annually by a percentage equal to the
increase in the Consumer Price Index. See "Risk Factors--Property
Insurance" in the prospectus supplement.
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PROPERTY INFORMATION
Number of Mortgaged Real Properties 9
Location (City/State) Various, Maryland
Property Type Multifamily
Size (units) 5,517
Percentage Occupancy as of November 17, 2005 94.0%
Year Built/Year Renovated 1946-1972/1996-2005
Appraisal Value $447,680,000
Underwritten Occupancy 94.0%
Underwritten Revenues $ 45,353,947
Underwritten Total Expenses $18,357,636
Underwritten Net Operating Income (NOI) $26,996,311
Underwritten Net Cash Flow (NCF) $25,617,061
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MORTGAGE LOAN INFORMATION
Originator GCFP
Cut-off Date Principal Balance $140,000,000
Cut-off Date Principal Balance PSF/Unit $61,627.70
Percentage of Initial Mortgage Pool Balance 3.6%
Number of Mortgage Loans 1
Type of Security Fee Simple
Mortgage Rate 5.220%
Original Term to Maturity (Months) 84
Original Amortization Term (Months) Interest Only
Cut-off Date LTV Ratio 75.9%
LTV Ratio at Maturity 75.9%
Underwritten DSCR on NOI 1.50x
Underwritten DSCR on NCF 1.42x
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o THE LOAN. The mortgage loan (the "MARYLAND MULTIFAMILY PORTFOLIO LOAN") is
evidenced by a single note and is secured by two first mortgages
encumbering nine multifamily properties located within the Baltimore, MD
MSA and Washington, D.C. MSA consisting of 5,517 apartment units (the
"MARYLAND MULTIFAMILY PROPERTIES"). The Maryland Multifamily Portfolio
Loan represents approximately 3.6% of the initial mortgage pool balance.
The Maryland Multifamily Portfolio Loan was originated on June 30, 2005,
has an original principal balance and a principal as of the cut-off date
of $140,000,000, and an interest rate of 5.22% per annum. The proceeds of
the Maryland Multifamily Portfolio Loan, together with the Maryland
Multifamily Portfolio Pari Passu Companion Loan (as described below), were
used to refinance existing debt totaling $224,949,986.
The Maryland Multifamily Portfolio Loan is a pari passu portion of a whole
mortgage loan with an original principal balance of $340,000,000. The
companion loan to the Maryland Multifamily Portfolio Loan is evidenced by
a separate pari passu note with an interest rate of 5.22% per annum and an
original principal balance and a principal balance as of the cut-off date
of $200,000,000 (the "MARYLAND MULTIFAMILY PORTFOLIO PARI PASSU COMPANION
LOAN"). The Maryland Multifamily Portfolio Pari Passu Companion Loan will
not be an asset of the trust. The Maryland Multifamily Portfolio Loan and
the Maryland Multifamily Portfolio Pari Passu Companion Loan
(collectively, the "MARYLAND MULTIFAMILY PORTFOLIO WHOLE LOAN") are
governed by a co-lender agreement, as described in the prospectus
supplement under "Description of the Mortgage Pool--The Maryland
Multifamily Portfolio Whole Loan" and will be serviced pursuant to the
terms of the pooling and servicing agreement related to the Commercial
Mortgage Trust 2005-GG5, Commercial Mortgage Pass-Through Certificates,
Series 2005-GG5.
The DSCR and LTV on the Maryland Multifamily Portfolio Whole Loan are
1.42x and 75.9%, respectively.
The Maryland Multifamily Portfolio Loan has an initial term of 84 months
and a remaining term of 76 months. The loan requires payments of interest
only for the entire term. The scheduled maturity date is July 6, 2012.
Voluntary prepayment of the Maryland Multifamily Portfolio Loan is
prohibited prior to the payment date of April 6, 2012 and permitted on
such payment date and thereafter without penalty. Defeasance with United
States government securities or certain other obligations backed by the
full faith and credit of the United States of America is permitted from
April 6, 2008 (the "MARYLAND MULTIFAMILY PROPERTIES INITIAL DEFEASANCE
DATE").
o THE PROPERTIES. The Maryland Multifamily Properties consist of nine
garden-style apartment complexes, as described below. The following table
presents certain information relating to the Maryland Multifamily
Properties:
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YEAR BUILT / NOVEMBER 2005
PROPERTY NAME LOCATION ALLOCATED LOAN UNITS YEAR RENOVATED OCCUPANCY
- --------------------------------- ---------------------- -------------- ----- -------------- -------------
Commons at White Marsh Apartments Middle River, Maryland $ 79,200,000 1,212 1972 / 2005 93.7%
Highland Village Townhomes Baltimore,Maryland 73,000,000 1,098 1961 / 2005 93.2%
Harbor Point Estates Essex, Maryland 44,500,000 650 1971 / 2005 94.8%
Dutch Village Townhomes Baltimore, Maryland 38,900,000 803 1967 / 2005 95.5%
Whispering Woods Townhomes Baltimore, Maryland 29,000,000 524 1972 / 2004 92.4%
Fontana Village Townhomes Rosedale, Maryland 21,500,000 356 1969 / 2005 96.4%
Riverview Townhomes Baltimore, Maryland 19,000,000 330 1954 / 2005 93.0%
Hamilton Manor Hyattsville, Maryland 18,900,000 245 1946 / 2005 98.0%
Cove Village Apartments Essex, Maryland 16,000,000 299 1967 / 1996 90.3%
------------------------ -------------
TOTAL/WTD. AVG. $340,000,000 5,517 94.0%
Commons at White Marsh Apartments is a 1,212-unit garden-style apartment
complex located in Middle River, Maryland, in the northeastern portion of
the Baltimore PMSA, approximately 15 miles northeast of Baltimore. The
property consists of 85 two-story townhouse and apartment buildings.
Project amenities include a rental office, two swimming pools, kids' pool,
two playgrounds, tennis court, gazebo and a car vacuum area. The unit mix
includes one, two and three-bedroom units, with an overall average unit
size of 807 sf.
Highland Village Townhomes is a 1,098-unit townhouse-style apartment
complex located in Baltimore, Maryland, in the southwestern portion of the
Baltimore PMSA, approximately four miles southwest of the Baltimore CBD.
The property includes 107 two-story townhome buildings with one, two, and
three-bedroom units, with an overall average unit size of 756 sf. Project
amenities include a playground, laundry facility and leasing office.
Harbor Point Estates is a 650-unit townhouse-style apartment complex
located in Essex, Maryland, in the northeastern portion of the Baltimore
PMSA, approximately 15 miles northeast of Baltimore. The property features
54, two-story townhome buildings. Project amenities include a swimming
pool, two playgrounds, a laundry facility, and a leasing office. The unit
mix includes two and three-bedroom units with an overall average unit size
of 862 sf.
Dutch Village Townhomes is a 803-unit townhouse-style apartment complex
located in Baltimore, Maryland, the northern portion of the Baltimore
PMSA, approximately eight miles north of the Baltimore CBD. The property
consists of 76 two-story townhome and apartment buildings. The unit mix
includes one, two and three-bedroom units, with an overall average unit
size of 752 sf. Project amenities include a playground, laundry facility
and leasing office.
Whispering Woods Townhomes is a 524-unit townhouse-style apartment complex
located in Baltimore, Maryland, in the northeastern portion of the
Baltimore PMSA, approximately 14 miles northeast of the Baltimore CBD. The
property consists of 34 two-story townhome buildings. Property amenities
include a playground, laundry facility and leasing office. The average
unit size is 785 sf, with a mix of one, two and three-bedroom units.
Fontana Village Townhomes is a 356-unit townhouse-style apartment complex
located in Rosedale, Maryland, in the northeastern portion of the
Baltimore PMSA, approximately ten miles northeast of the Baltimore CBD.
The property consists of 23 two-story townhouse buildings with a mix of
one, two and three-bedroom units. The average unit size is 754 sf.
Amenities include a playground, laundry facility, community center and
leasing office.
Riverview Townhomes is a 330-unit townhouse-style apartment complex
located in Baltimore, Maryland, in the southwestern portion of the
Baltimore PMSA, approximately 12 miles southwest of the Baltimore CBD. The
property consists of 39 two-story townhouse buildings with a mix of one,
two and three-bedroom units. The average unit size is 777 sf. Property
amenities include a playground and leasing office.
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Hamilton Manor is a 245-unit garden-style apartment complex located in
Hyattsville, MD, approximately 6 miles northeast of Washington, D.C. The
property consists of 18 two and three-story apartment buildings. The
average unit size is 784 sf, with a mix of one and two-bedroom apartments.
Property amenities include a laundry facility, leasing office and
playground.
Cove Village Apartments is a 299-unit townhouse-style apartment complex
located in Essex, Maryland in the northeastern portion of the Baltimore
PMSA, approximately 12 miles northeast of the Baltimore CBD. The property
consists of 27 two-story townhouse buildings. The average unit size is 757
sf, with a mix of one, two and three-bedroom units. Property amenities
include a playground, laundry facility and leasing office.
Commons at White Marsh and Harbor View were acquired in August 2002 and
the balance of the portfolio was acquired in April 2003. Since
acquisition, the borrower has spent approximately $20.2 million ($3,661
per unit on average) on exterior, common area and interior upgrades.
Approximately 10% of the unit interiors have been renovated with either or
both new kitchens (cabinets, counters, floors, appliances) and baths. At
closing, $10,385,885 was reserved, which amount is anticipated to be
sufficient to complete interior unit renovations. Across the portfolio,
13.5% of the units are occupied by Section 8 tenants.
o THE BORROWER. The borrowers and IDOT guarantors (collectively the
"MARYLAND MULTIFAMILY PORTFOLIO BORROWER PARTIES") are 34 single-asset,
special-purpose, bankruptcy-remote entities, each with an independent
director (there are a total of 17 phases of the nine properties; each
phase has a separate borrower and IDOT guarantor). Legal counsel to each
of the Maryland Multifamily Portfolio Borrower Parties delivered a
non-consolidation opinion in connection with the origination of the
Maryland Multifamily Portfolio Whole Loan. The sponsors of the Maryland
Multifamily Portfolio Borrower Parties are Sawyer Realty Holdings LLC
("SAWYER"), which has a 25% interest, and entities owned by Lubert-Adler
Real Estate Fund III, L.P., Lubert-Adler Real Estate Parallel Fund III,
L.P. and Lubert-Adler Capital Real Estate Fund III, L.P. ("LUBERT-ADLER"),
which have a 75% interest. Sawyer is a privately held, fully integrated
real estate investment and management company specializing in the
identification, acquisition, improvement, operation and long-term
ownership and asset management of multi-family properties. Sawyer
currently owns and/or manages approximately 20,000 multi-family
residential units located predominantly along the Eastern seaboard of the
United States. Lubert-Adler is a real estate private equity firm
specializing in redevelopments through joint ventures with local operating
partners. The firm was co-founded by Ira Lubert and Dean Adler in 1997.
Since its inception, Lubert-Adler has invested in $8 billion of real
estate assets. David Rosenberg, Lubert-Adler Real Estate Fund III, L.P.,
Lubert-Adler Real Estate Parallel Fund III, L.P. and Lubert-Adler Capital
Real Estate Fund III, L.P. (collectively, the "LUBERT ADLER FUND") are the
guarantors under the non-recourse carveouts for the Maryland Multifamily
Portfolio Whole Loan. The liability under the non-recourse carveout
guaranty of the three Lubert Adler Fund guarantors identified above is
capped at $10,000,000, but only with respect to recourse liability related
to bankruptcy matters and non-permitted property transfers.
o RELEASE OF COLLATERAL. The Maryland Multifamily Portfolio Whole Loan
permits the release of any or all of the properties after the Maryland
Multifamily Properties Initial Defeasance Date, subject to the
satisfaction of certain conditions, including: (i) the delivery of
defeasance collateral in an amount equal to the greater of (a) 120% of the
allocated loan amount for the mortgaged property being released, except
with respect to a certain portion of the Commons at White Marsh property,
which has an allocated loan amount of $45,100,000, 100% of such allocated
loan amount and (b) the amount necessary to cause the underwritten DSCR
(calculated using underwritten cash flow and a 6.75% constant) of the
Maryland Multifamily Properties to be equal to the greater of (x) the
underwritten DSCR immediately preceding such release and (y) an
underwritten DSCR of 1.05x (calculated using a 6.75% constant); (ii) no
event of default then existing and (iii) other standard conditions as
specified in the related loan documents.
o ESCROWS. The loan documents provide for certain escrows of real estate
taxes and insurance and provide for collection of $257.94 per unit per
annum into an ongoing replacement reserve account. In addition, the
Maryland Multifamily Portfolio Borrower Parties deposited at closing
$10,385,885 into an upfront capital reserve account to be used to complete
interior unit renovations. At closing, the Maryland Multifamily Portfolio
Borrower Parties funded a deferred-maintenance reserve of $632,803, which
is 125% of the recommended amount specified in the property condition
reports.
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o LOCKBOX AND CASH MANAGEMENT. The loan requires soft lockboxes at all of
the properties. The loan documents require the Maryland Multifamily
Portfolio Borrower Parties to direct the property managers at each of the
Maryland Multifamily Properties to deposit rent checks into local property
lockbox accounts within three business days of receipt. All local property
lockboxes are automatically swept into a central lender-controlled
account. On each regularly scheduled payment date, any amounts in the
lender-controlled account, after payment of debt service and required
reserves, are swept into a lockbox account established under the mezzanine
loan described below, unless an event of default is continuing or the
combined Maryland Multifamily Portfolio Whole Loan and mezzanine loan
(described below) DSCR (calculated using actual cash flow and a 6.75%
constant) at the end of any quarter falls below 1.00x from and including
the 48th payment date through but excluding the 60th payment date, or
1.10x from and including the 60th payment date through but excluding the
72nd payment date, or 1.15x from and after the 72nd payment date, at which
point a cash-trap period will commence (and will continue until such time
that the event of default has been cured or such DSCR is restored for two
consecutive calendar quarters). During a cash-trap period, all remaining
cash (after payment of debt service, reserves, approved operating expenses
and the debt service payment due under the mezzanine loan described below)
is required to be deposited into a cash collateral account (which may be
applied to the debt upon an event of default under the Maryland
Multifamily Portfolio Whole Loan).
o PROPERTY MANAGEMENT. Sawyer Property Management, LLC, a subsidiary of
Sawyer and an affiliate of the borrower, is the property manager for all
of the Maryland Multifamily Properties. The property manager receives a
management fee on the Maryland Multifamily Properties equal to 4.0% of the
gross revenue. The lender may require the Maryland Multifamily Portfolio
Borrower Parties to terminate the property manager following one or more
of the following events: (i) if for any two consecutive calculation dates,
the Maryland Multifamily Properties fail to maintain the minimum DSCR
described above under "--Lockbox and Cash Management," (ii) an event of
default is continuing under the Maryland Multifamily Portfolio Whole Loan,
(iii) the property manager is in default under any management agreement or
(iv) upon the gross negligence, malfeasance or willful misconduct of the
property manager.
o MEZZANINE OR SUBORDINATE INDEBTEDNESS. Concurrent with the origination of
the Maryland Multifamily Portfolio Whole Loan, Potomac Realty Capital
("PRC"), an affiliate of Sawyer and an affiliate of the Maryland
Multifamily Portfolio Borrower Parties, originated a $20,000,000 mezzanine
loan to SRH/LA Chesapeake Mezzanine, LLC and SRH/LA Baltimore Mezzanine,
LLC., which are collectively, the owners of 100% of the direct and
indirect ownership interests in each of the Maryland Multifamily Portfolio
Borrower Parties. The mezzanine loan has an interest rate equal to
one-month LIBOR plus 6.25% per annum and a maturity date of July 6, 2012,
which is coterminous with the Maryland Multifamily Portfolio Whole Loan.
The mezzanine loan is secured by a pledge of the equity interests in the
Maryland Multifamily Portfolio Borrower Parties. The mezzanine loan is
subject to cash management controls as set forth in the loan agreement for
the mezzanine loan. PRC oversees disbursement of the $10,385,885 upfront
capital reserve described above. PRC, as collateral for an existing
financing facility, has pledged the mezzanine loan to GCFP.
Pursuant to the intercreditor agreement between the lender under the
Maryland Multifamily Portfolio Whole Loan and the mezzanine lender, (i)
the mezzanine lender has the right to cure a default under the Maryland
Multifamily Portfolio Whole Loan and (ii) the holder of the Maryland
Multifamily Portfolio Whole Loan may not amend the loan documents for the
Maryland Multifamily Portfolio Whole Loan if the amendment increases the
interest rate or principal amount of the Maryland Multifamily Portfolio
Whole Loan, modifies the maturity date or otherwise amends certain
specified terms. Upon the occurrence of an event of default under the
mezzanine loan documents, the mezzanine lender may foreclose upon the
partnership or membership interests in the Maryland Multifamily Portfolio
Borrower Parties, which would result in a change of control with respect
to the Maryland Multifamily Portfolio Borrower Parties and could result in
a change in the management of the Maryland Multifamily Properties.
Transfer of the mezzanine lender's interest in the mezzanine loan is
governed by the terms of the intercreditor agreement, which prohibits
transfers of more than 49% of the mezzanine lender's interest in the
mezzanine loan unless such transfer is to a qualified transferee under the
intercreditor agreement or rating agency approval has been obtained.
Notwithstanding the foregoing, so long as PRC is the holder of the
mezzanine loan and an affiliate of the Maryland Multifamily Portfolio
Borrower Parties, (A) PRC is not permitted to exercise any of the
mezzanine lender's cure rights and/or purchase rights set forth in the
intercreditor agreement with respect to the Maryland Multifamily Portfolio
Whole Loan and (B) the
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intercreditor agreement prohibits the mezzanine lender from, among other
things, (i) exercising foreclosure remedies under the mezzanine loan
documents, (ii) exercising any other remedies under the mezzanine loan
documents which could reasonably be expected to adversely affect the
rights or remedies of lender under the Maryland Multifamily Portfolio
Whole Loan, (iii) filing, joining in the filing, or consenting to the
filing, of any insolvency action against the mezzanine loan borrower and
(iv) seeking the appointment of (or consenting to the appointment of) a
receiver, liquidator, assignee, trustee, sequestrator, custodian or any
similar official for the mezzanine borrower or any collateral securing the
mezzanine loan (or any portion thereof).
o TERRORISM INSURANCE. The loan documents require the Maryland Multifamily
Portfolio Borrower Parties to maintain terrorism insurance in an amount
equal to 100% of the replacement cost of the Maryland Multifamily
Properties, provided such coverage is available. See "Risk
Factors--Property Insurance" in the prospectus supplement.
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PROPERTY INFORMATION
Number of Mortgaged Real Properties 1
Location (City/State) Philadelphia, Pennsylvania
Property Type Office
Size (sf) 942,866
Percentage Leased as of December 27, 2005 95.3%
Year Built/Year Renovated 1987/2004
Appraisal Value $180,000,000
Underwritten Occupancy 94.8%
Underwritten Revenues $24,489,609
Underwritten Total Expenses $11,276,548
Underwritten Net Operating Income (NOI) $13,213,061
Underwritten Net Cash Flow (NCF) $12,027,005
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MORTGAGE LOAN INFORMATION
Originator GCFP
Cut-off Date Principal Balance $130,000,000
Cut-off Date Principal Balance PSF/Unit $137.88
Percentage of Initial Mortgage Pool Balance 3.3 %
Number of Mortgage Loans 1
Type of Security Fee Simple
Mortgage Rate 5.665%
Original Term to Maturity (Months) 120
Original Amortization Term (Months) 60 IO; 360 thereafter
Cut-off Date LTV Ratio 72.2%
LTV Ratio at Maturity 67.2%
Underwritten DSCR on NOI 1.46x
Underwritten DSCR on NCF 1.33x
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o THE LOAN. The mortgage loan (the "ONE COMMERCE SQUARE LOAN") is evidenced
by a single note and is secured by a first mortgage encumbering a 942,866
sf class-A office complex located in Philadelphia, Pennsylvania (the "ONE
COMMERCE SQUARE PROPERTY"). The One Commerce Square Loan represents
approximately 3.3% of the initial mortgage pool balance. The One Commerce
Loan was originated on December 28, 2005, has an original principal
balance and a principal balance as of the cut-off date of $130,000,000,
and an interest rate of 5.665% per annum. The DSCR and LTV on the One
Commerce Square Loan are 1.33x and 72.2%, respectively. The proceeds of
the One Commerce Square Loan were used to refinance existing debt totaling
$77,186,866, fund reserves, pay closing costs and return equity to the
borrower.
The One Commerce Square Loan has an initial term of 120 months and a
remaining term of 118 months. The loan requires payments of interest only
for 60 months and amortizes thereafter based on a 360-month amortization
schedule, with required monthly payments of $751,639.67 beginning February
6, 2011. The scheduled maturity date is January 6, 2016. Voluntary
prepayment of the One Commerce Square Loan is prohibited prior to the
payment date of October 6, 2015 and permitted on such payment date and
thereafter without a penalty. Defeasance with United States government
securities or certain other obligations backed by the full faith and
credit of the United States of America is permitted from April 6, 2008.
o THE PROPERTY. The One Commerce Square Property is a 41-story, 942,866 sf
class-A office complex located at 2005 Market Street, in Philadelphia,
Pennsylvania. Developed in 1987, the One Commerce Square Property is part
of the larger Commerce Square complex, which occupies an entire city block
and consists of an outdoor plaza with a fountain, on-site retail and
restaurants, and over 2 million sf of office space. The One Commerce
Square Property features a granite and glass exterior, along with a
marble-lined lobby with entrances on all four sides of the building. The
One Commerce Square Property is located along West Market Street, the
city's primary business corridor, and offers convenient access to highways
and public transportation. One Commerce Square is proximate to
Philadelphia's 30th Street Station, which provides Amtrak and SEPTA
(Southeastern Pennsylvania Transportation Authority) service to all major
East Coast and Mid-Atlantic destinations.
The largest tenant at the One Commerce Square Property, Delaware
Management Holdings, Inc. ("DELAWARE INVESTMENTS"), occupies 263,682 sf
(28.0% NRA) through September 2012. Delaware Investments, which occupied
43,899 sf at the property's opening in 1987, has since expanded to over
260,000 sf and utilizes the subject as its headquarters. Delaware
Investments is an asset management and advisory services firm with over
$95 billion in assets under management. Delaware Investments is a
subsidiary of Lincoln National Corporation (NYSE: LNC) which as of January
24, 2006, had a market capitalization of $9.12 billion.
The second largest tenant, NF Clearing, Inc., leases 118,908 sf (12.6%
NRA) through August 2013. The space was originally leased to Fiserv
Securities, Inc., which was wholly acquired by NF Clearing in 2005. NF
Clearing, Inc. is currently consolidating its operations to Boston and is
in the process of vacating their space. Despite its imminent departure, NF
Clearing, Inc. remains a very strong credit and is obligated to pay rent
through 2013. As of June 30, 2005, NF Clearing reported $836 million in
assets and $196.2 million in cash. NF Clearing is a subsidiary of Fidelity
Global Brokerage Group, Inc., a privately held investment company.
B-28
GSMS 2006-GG6
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TEN LARGEST MORTGAGE LOANS - ONE COMMERCE SQUARE
- --------------------------------------------------------------------------------
As of December 27, 2005, the One Commerce Square Property was 95.3% leased
to 40 tenants, including 36.3% leased to investment-grade tenants. Over
the last 10 years, The One Commerce Square Property has maintained an
average occupancy above 95.0%.
The following table presents certain information relating to some of the
largest tenants at the One Commerce Square Property:
LARGEST TENANTS BASED ON ANNUALIZED UNDERWRITTEN BASE RENT
- ---------------------------------------------------------------------------------------------------------------------------------
% OF TOTAL ANNUALIZED
CREDIT RATING ANNUALIZED ANNUALIZED UNDERWRITTEN
(FITCH/MOODY'S/ TENANT % OF UNDERWRITTEN UNDERWRITTEN BASE RENT LEASE
TENANT NAME S&P)(1) NRSF NRSF BASE RENT($) BASE RENT ($ PER NRSF) EXPIRATION
- ---------------------------------- --------------- ------- ------ ------------ ------------ ------------- -------------
Delaware Management Holdings, Inc. A/A3/A- 263,682 28.0% $ 3,691,548 29.5% $14.00 9/30/2012
NF Clearing, Inc NR/Aa3/AA 118,908 12.6% 1,843,074 14.7% 15.50 8/31/2013(2)
Pew Charitable Trust NR/NR/NR 82,937 8.8% 1,244,055 10.0% 15.00 9/30/2013
Stradley, Ronon, Stevens & Young NR/NR/NR 83,058 8.8% 1,164,043 9.3% 14.01 12/31/2017
Akin, Gump, Struss, Hauer & Feld NR/NR/NR 45,862 4.9% 493,016 3.9% 10.75 10/31/2008
------------------------------------------------------------
TOTAL LARGEST TENANTS 594,447 63.0% $ 8,435,736 67.5% $14.19
Other Tenants 303,971 32.2% 4,061,291 32.5% 13.36
Vacant Space 44,448 4.7% 0 0.0% 0.00
------------------------------------------------------------
TOTAL ALL TENANTS 942,866 100.0% $12,497,027 100.0% $13.91
- ---------------------------------------------------------------------------------------------------------------------------------
___________________
(1) Certain ratings are those of the parent company whether or not the parent
guarantees the lease.
(2) NF Clearing is in the process of vacating their space. Tenant is
anticipated to begin marketing the space for sublease in early 2006.
The following table presents certain information relating to the lease
rollover schedule at One Commerce Square Property:
LEASE EXPIRATION SCHEDULE(1)
- -------------------------------------------------------------------------------------------------------------
% OF TOTAL ANNUALIZED
ANNUALIZED ANNUALIZED UNDERWRITTEN
YEAR ENDING % OF TOTAL CUMULATIVE OF UNDERWRITTEN UNDERWRITTEN BASE RENT
DECEMBER 31, EXPIRING NRSF NRSF TOTAL NRSF BASE RENT ($) BASE RENT ($ PER NRSF )
- --------------- ------------- ---------- ------------- ------------- ------------ ------------
2006 21,940 2.3% 2.3% $ 278,304 2.2% $12.68
2007 88,565 9.4% 11.7% 1,216,482 9.7% 13.74
2008 108,178 11.5% 23.2% 1,230,041 9.8% 11.37
2009 43,451 4.6% 27.8% 567,962 4.5% 13.07
2010 10,948 1.2% 29.0% 178,990 1.4% 16.35
2011 10,270 1.1% 30.1% 133,347 1.1% 12.98
2012 282,075 29.9% 60.0% 3,988,564 31.9% 14.14
2013 201,845 21.4% 81.4% 3,087,129 24.7% 15.29
2014 0 0.0% 81.4% 0 0.0% 0.00
2015 34,586 3.7% 85.0% 464,268 3.7% 13.42
2016 96,560 10.2% 95.3% 1,351,940 10.8% 2.12
Vacant 44,448 4.7% 100.0% 0 0.0% 0.00
-------------------------------------------------------------------------------------
TOTAL/WTD. AVG. 942,866 100.0% $12,497,027 100.0% $13.91
- -------------------------------------------------------------------------------------------------------------
___________________
(1) Calculated based on approximate square footage occupied by each tenant.
o THE BORROWER. The borrower is Commerce Square Partners - Philadelphia
Plaza, L.P. ("ONE COMMERCE SQUARE BORROWER"), a special purpose,
bankruptcy-remote entity with two independent directors. Legal counsel to
the lender, delivered a non-consolidation opinion in connection with the
origination of the One Commerce Square Loan. The sponsor of the borrower
is Thomas Properties Group, Inc. ("TPG") which owns a 87.90% interest in
the One Commerce Square Borrower through affiliates. TPG (Nasdaq: TPGI) is
a full-service real estate operating company that owns, acquires, develops
and manages office, retail and multi-family properties on a nationwide
basis. TPG was founded in late 1996 by Mr. James A. Thomas. Mr. Thomas'
real estate experience dates back to 1976, as a co-founder and co-managing
partner of Maguire Thomas Partners, a national full-service real estate
operating company. From 1976 to 1996, Maguire Thomas Partners acquired,
developed, managed and/or owned interests in 17 properties with
approximately 14 million rentable square feet of commercial space. TPG's
current portfolio includes 12 properties in Texas, California, Virginia
and
B-29
GSMS 2006-GG6
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TEN LARGEST MORTGAGE LOANS - ONE COMMERCE SQUARE
- --------------------------------------------------------------------------------
Pennsylvania. Of the 12, ten are office properties ranging in size from
187,799 sf to 2,648,920 sf. There is no non-recourse carve-out guarantor
for the One Commerce Square Loan. After the One Commerce Square Loan
closing, the sponsor retained a $36,500,000 equity investment in the One
Commerce Square Property. The predecessor of the One Commerce Square
Borrower (the "ONE COMMERCE SQUARE PREDECESSOR BORROWER"), which was
controlled by Maguire Thomas Partners, was involved in bankruptcy
proceedings from July 1997 through March 1998 as a result of difficulties
relating to the refinancing of a previous loan secured by the One Commerce
Square Property. When the loan matured in July 1997, rents at the property
were generally over market levels and the One Commerce Square Predecessor
Borrower was unable to refinance or extend the loan held by Mitsubishi
Trust & Banking Corporation (which was in the process of closing its
lending operations), and the One Commerce Square Predecessor Borrower
filed for bankruptcy protection. In connection with the One Commerce
Square Predecessor Borrower's discharge from bankruptcy in March 1998,
James A. Thomas formed a partnership with Lazard Freres and refinanced the
property with Goldman Sachs Commercial Mortgage Capital, L.P.
o ESCROWS. The One Commerce Square Loan documents provide for certain
escrows for real estate taxes and insurance. At closing, the One Commerce
Square Borrower also deposited $382,000 into a tenant improvement and
leasing commission reserve for payments due under the lease between One
Commerce Square Borrower and Stradley, Ronon, Stevens & Young. The One
Commerce Square Borrower is not required to make ongoing monthly deposits
into this reserve. However a "LEASE SWEEP PERIOD" will commence upon (i)
the date that is the stated expiration date of the term of any Major Lease
(defined as the Delaware Investments lease, the NF Clearing lease and any
other lease with a tenant occupying more than 200,000 square feet), or
(ii) the date required under a Major Lease by which the applicable Major
Tenant (defined as a tenant under a Major Lease occupying more than
200,000 square feet) is required to give notice of its exercise of a
renewal option (and such renewal has not been so exercised); or (iii) any
Major Lease is surrendered, cancelled or terminated (in whole or in part)
prior to its then current expiration date; or (iv) the occurrence of a
bankruptcy or insolvency proceeding relating to a Major Tenant. During the
Lease Sweep Period, all excess cash flow (after payment of debt service,
reserves and operating expenses) will be deposited into the tenant
improvement and leasing commission reserve until such time that $2,500,000
has been accumulated in the reserve. Funds held in the tenant improvement
and leasing commission reserve will be used to cover the re-tenanting
costs of the applicable space. A Lease Sweep Period will not commence if,
after giving effect to the circumstances described in clauses (i), (ii)
and (iii) above, the debt service coverage ratio is at least 1.30x. For
purposes of calculating the debt service coverage ratio, no credit will be
given for any rent payable under the subject Major Lease (or portion
thereof) that gave rise to the matters described in clauses (i), (ii) or
(iii) above.
o LOCK BOX AND CASH MANAGEMENT. The One Commerce Square Loan requires a hard
lock box, which is already in place. The loan documents require the One
Commerce Square Borrower to direct tenants to pay their rents directly to
a lender controlled hard lockbox, which amounts are then swept into a
borrower-controlled account, unless a Cash Management Period is in effect.
A "CASH MANAGEMENT PERIOD" is a period during which (i) an event of
default (as defined in the loan documents) is continuing, until such event
of default is cured, or (ii) the debt service coverage ratio is less than
1.10x (based on the net operating income of the One Commerce Square
Property and debt service for that period) as of the end of any two
consecutive calendar quarters (a "DSCR CASH MANAGEMENT PERIOD"), until the
debt service coverage ratio minimum threshold of 1.10x has been achieved
for two consecutive calculation dates after the commencement of the Cash
Management Period; (iii) a Lease Sweep Period has commenced, until such
Lease Sweep Period has ended or (iv) an approved mezzanine loan is
outstanding. During the continuance of a Cash Management Period (other
than such a period triggered by an approved mezzanine loan), all available
cash after payment of debt service, operating expenses and required
reserves is required to be deposited into a lender-controlled account and
held as additional cash collateral for the One Commerce Square Loan and
may be applied to prepay the One Commerce Square Loan during the
continuance of an event of default. Additionally, if a DSCR Cash
Management Period is continuing for three consecutive calendar quarters,
lender may use the additional cash collateral to purchase defeasance
eligible collateral and apply the proceeds of such collateral towards a
partial defeasance of the One Commerce Square Loan.
o PROPERTY MANAGEMENT. The property manager is Thomas Properties Group, LP,
an affiliate of the One Commerce Square Borrower. The property management
agreement commenced on October 13, 2004 and
B-30
GSMS 2006-GG6
- --------------------------------------------------------------------------------
TEN LARGEST MORTGAGE LOANS - ONE COMMERCE SQUARE
- --------------------------------------------------------------------------------
expires on June 30, 2015. If an event of default is continuing, if the
property manager is in default under the property management agreement
beyond any applicable notice and cure period, or upon the gross
negligence, malfeasance or willful misconduct of the property manager, the
One Commerce Square Borrower is required, at the request of the lender,
terminate the property management agreement and replace the property
manager with an acceptable replacement property manager. The One Commerce
Square Borrower's failure to appoint an acceptable property manager within
thirty (30) days after the lender's request will constitute an immediate
event of default under the loan documents. The One Commerce Square
Borrower may, from time to time, appoint a successor property manager to
manage the One Commerce Square Property, provided that such successor
property manager and property management agreement is approved in writing
by the lender and the rating agencies. The contractual management fee is
equal to 3.0% of collected gross revenues from the One Commerce Square
Property, with a guaranteed annual minimum of $0.90 per square foot of
rentable office area and rental space at the One Commerce Square Property.
o MEZZANINE OR SUBORDINATE INDEBTEDNESS. There is currently no mezzanine or
subordinate indebtedness. The loan documents permit mezzanine financing
from a TPG Approved Mezzanine Lender (as defined below) to the holder or
holders of all of the direct and indirect ownership interests in borrowers
(other than TDP-Commerce Square Gen-Par, Inc. and TDP-Commerce Square
Gen-Par, LLC) if the TPG Approved Mezzanine Lender enters into an
intercreditor agreement with lender, the One Commerce Square Borrower
delivers a rating agency "comfort letter", and the approved mezzanine
loan: (i) is in an amount that when added to the One Commerce Square Loan
will result in a combined loan to "as is" appraised value of not more than
75%, (ii) will result in a minimum combined debt service coverage ratio of
not less than 1.20x, (iii) is secured only by a pledge of all or a portion
of the direct or indirect equity ownership interests in the One Commerce
Square Borrower or any other collateral that is not collateral for the One
Commerce Square Loan, (iv) creates no obligations or liabilities on the
part of the One Commerce Square Borrower and does not result in any lien
on any portion of the One Commerce Square Property, (v) has a term
expiring on the stated maturity date for the One Commerce Square Loan, and
(vi) is otherwise on terms and conditions reasonably acceptable to lender
and evidenced by loan documents which have been reasonably approved by
lender. A "TPG APPROVED MEZZANINE LENDER" means any bank, savings and loan
association, investment bank, insurance company, trust company, commercial
credit corporation, pension plan, pension fund, pension advisory firm,
mutual fund, government entity or plan, investment company or institution
substantially similar to any of the foregoing, provided in each case that
such institution: (i) has total assets (in name or under management) in
excess of $600,000,000 and (except with respect to a pension advisory firm
or similar fiduciary) capital/statutory surplus or shareholder's equity in
excess of $250,000,000, (ii) is regularly engaged in the business of
making or owning commercial real estate loans or operating commercial
mortgage properties and (iii) has been reasonably approved by lender and
the rating agencies.
o TERRORISM INSURANCE. The One Commerce Square Property is insured against
acts of terrorism as part of its "all-risk" property coverage. The One
Commerce Square Loan documents require the One Commerce Square Borrower to
maintain terrorism insurance in an amount equal to 100% of the replacement
cost of the One Commerce Square Property, provided that such coverage is
available. In the event that coverage for terrorism is not included as
part of the "all risk" property policy, the borrower will, nevertheless be
required to obtain coverage for terrorism (in the form of stand alone
coverage) to the extent available, in an amount equal to 100% of the
replacement cost of the One Commerce Square Property, subject to a premium
cap equal to 150% of the aggregate insurance premiums payable with respect
to all required insurance coverage for the last policy year in which
coverage for terrorism was included as part of an all-risk policy,
adjusted annually by a percentage equal to the increase in the Consumer
Price Index. See "Risk Factors--Property Insurance" in the prospectus
supplement.
B-31
GSMS 2006-GG6
- --------------------------------------------------------------------------------
TEN LARGEST MORTGAGE LOANS - THE SHOPS AT LACANTERA
- --------------------------------------------------------------------------------
[PHOTOS OMITTED]
B-32
GSMS 2006-GG6
- --------------------------------------------------------------------------------
TEN LARGEST MORTGAGE LOANS - THE SHOPS AT LACANTERA
- --------------------------------------------------------------------------------
[MAP OMITTED]
B-33
GSMS 2006-GG6
- --------------------------------------------------------------------------------
TEN LARGEST MORTGAGE LOANS - THE SHOPS AT LACANTERA
- --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
PROPERTY INFORMATION
Number of Mortgaged Real Properties 1
Location (City/State) San Antonio, Texas
Property Type Retail
Size (sf) 381,978
Percentage Mall Shop Occupancy as of September 16, 2005 92.8%
Year Built 2005
Appraisal Value $285,000,000
Underwritten Occupancy 92.8%
Underwritten Revenues $25,033,296
Underwritten Total Expenses $7,360,751
Underwritten Net Operating Income (NOI) $17,672,545
Underwritten Net Cash Flow (NCF) $17,225,378
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
MORTGAGE LOAN INFORMATION
Originator GSCMC/Commerzbank
Cut-off Date Principal Balance $129,255,976
Cut-off Date Principal Balance PSF/Unit $338.39
Percentage of Initial Mortgage Pool Balance 3.3%
Number of Mortgage Loans 1
Type of Security Fee Simple
Mortgage Rate 4.98307692307692%
Original Term to Maturity (Months) 56
Original Amortization Term (Months) 360
Cut-off Date LTV Ratio 45.4%
LTV Ratio at Maturity 42.4%
Underwritten DSCR on NOI 2.13x
Underwritten DSCR on NCF 2.08x
Shadow Rating (1) "A+" / "AAA"
- -------------------------------------------------------------------------------
___________________
(1) Fitch and S&P have confirmed that the Shops at LaCantera Loan has, in the
context of its inclusion in the trust, credit characteristics consistent
with that of an obligation rated "A+" by Fitch and "AAA" by S&P.
o THE LOAN. The mortgage loan (the "SHOPS AT LACANTERA LOAN") is evidenced
by two senior notes in the aggregate original principal amount of
$130,000,000 and is secured by a first mortgage encumbering a super
regional shopping mall located in San Antonio, Texas (the "SHOPS AT
LACANTERA PROPERTY"). The Shops at LaCantera Whole Loan was jointly
originated 50% by Goldman Sachs Commercial Mortgage Capital, L.P.
(formerly known as Archon Financial, L.P.), and 50% by Commerzbank AG, New
York Branch ("COMMERZBANK") in the original principal amount of
$180,000,000, of which a subordinated junior interest in the amount of
$50,000,000 was subsequently sold. Goldman Sachs Mortgage Company and
Commerzbank are the holders and joint sellers of the Shops at LaCantera
Loan. The Shops at LaCantera Loan was originated on September 9, 2005 and
represents approximately 3.3% of the initial mortgage pool balance. The
proceeds from the Shops at LaCantera Loan were used to refinance existing
debt on the Shops at LaCantera Property.
The Shops at LaCantera Loan is a senior interest of a whole mortgage loan
(the "SHOPS AT LACANTERA WHOLE LOAN") with an original principal balance
of $180,000,000. The junior companion loan to the Shops at LaCantera Whole
Loan is evidenced by a junior note (the "SHOPS AT LACANTERA SUBORDINATE
COMPANION LOAN") with an original principal balance of $50,000,000 and an
interest rate of 5.656%, which is subordinate to the Shops at LaCantera
Loan. The Shops at LaCantera Subordinate Companion Loan is not an asset of
the trust. Prior to an event of default, payments of principal and
interest by the borrower are applied to the Shops at LaCantera Loan and
the LaCantera Subordinate Companion Loan pro-rata, based on the
outstanding principal amounts of the respective loans. Each note provides
for payments of interest based on the outstanding balance and the interest
rate applicable to such note. Payments of principal are due under the
notes pursuant to separate amortization schedules calculated based on the
applicable interest rate and a 360 month amortization schedule.
The loans comprising the Shops at LaCantera Whole Loan are governed by an
intercreditor agreement, as described in the prospectus supplement under
"Description of Mortgage Pool--The Shops at LaCantera Whole Loan" and will
be serviced pursuant to the terms of the pooling and servicing agreement.
The DSCR and LTV on the Shops at LaCantera Loan are 2.08x and 45.4%,
respectively, while the DSCR and LTV on the Shops at LaCantera Whole Loan
are 1.46x and 62.8% respectively.
The Shops at LaCantera Loan had an initial term of 56 months and has a
remaining term of 51 months. The scheduled maturity date is the payment
date in June 2010. Voluntary prepayment of the Shops at LaCantera Loan is
prohibited until the payment date in December 2009. Defeasance with United
States government securities or certain other obligations backed by the
full faith and credit of the United States of America is permitted at any
time after the second anniversary of the securitization closing date.
o THE PROPERTY. The Shops at LaCantera Property is a newly constructed
1,010,978 SF open-air, super-regional shopping center with four anchors
and approximately 130 stores. The Shops at La Cantera Property is part of
a 1,700 acre mixed-use site that includes the Westin Hotel La Cantera, Six
Flags Great Adventure Fiesta Texas and two world class golf courses - The
Palmer Course at La Cantera and The Resort. The Shops at LaCantera
Property was completed and opened in September 2005 and is located at the
northeast quadrant of North Loop
B-34
GSMS 2006-GG6
- --------------------------------------------------------------------------------
TEN LARGEST MORTGAGE LOANS - THE SHOPS AT LACANTERA
- --------------------------------------------------------------------------------
1604 West of Interstate 10 in the San Antonio MSA where the 8-mile trade
area has an average household income of $72,534 and a total population of
approximately 347,101.
The Shops at LaCantera Property is anchored by Foley's, Dillard's,
Nordstrom and Neiman Marcus. The land and improvements comprising the
anchor stores are owned by the respective anchors. Both Neiman Marcus and
Nordstrom are new to the San Antonio market.
The following table represents certain information relating to the anchor
tenants at The Shops at LaCantera:
CREDIT RATING
OF PARENT OPERATING
COMPANY COLLATERAL COVENANT
ANCHOR PARENT COMPANY (FITCH/MIS/S&P) GLA INTEREST EXPIRATION
- -------------------- -------------------------------- --------------- ------- ---------- ----------
Nordstrom Nordstrom Inc. A-/Baa1/A- 144,000 No 9/16/2020
Neiman Marcus Neiman Marcus Group Inc. CCC+/B2/B+ 120,000 No 9/16/2020
Dillard's Dillard's, Inc. BB-/B2/BB 200,000 No 9/12/2020
Foley's Federated Department Stores, Inc. BBB+/Baa1/BBB 165,000 No 9/14/2020
-------
TOTAL ANCHOR TENANTS 629,000
The Shops at LaCantera Property is 97.3% occupied with mall shop occupancy
at 92.8%. Tiffany's, Burberry, Lacoste, Coach, Pottery Barn, Williams
Sonoma and Apple are among the retailers occupying the in-line space at
the Shops at LaCantera Property. Pursuant to ICSC's Retail Chain Store
Sales Index, projected sales psf for mall shop tenants (with less than
10,000 sf) is $590 based upon partial year sales for the period October
2005 through December 2005. Occupancy costs based on underwritten rent and
recoveries at this sales level would be approximately 10.4% for such
tenants.
The following table presents certain information relating to the major
mall shop tenants at the Shops at La Cantera Property:
TEN LARGEST RETAIL TENANTS BASED ON ANNUALIZED UNDERWRITTEN BASE RENT (1)
- --------------------------------------------------------------------------------------------------------------------------------
% OF TOTAL ANNUALIZED
ANNUALIZED ANNUALIZED UNDERWRITTEN
CREDIT RATING UNDERWRITTEN UNDERWRITTEN BASE RENT LEASE
TENANT NAME (FITCH/MIS/S&P)(2) TENANT NRSF % OF NRSF BASE RENT BASE RENT ($ PER NRSF) EXPIRATION
- --------------------------- ------------------ ----------- --------- ------------ ------------ ------------ ----------
Apple NR/NR/NR 6,891 1.8% $ 411,252 2.6% $59.68 9/16/2010
Gap BBB-/Baa3/BBB- 12,679 3.3% 364,521 2.3% 28.75 9/16/2017
Finishline NR/NR/NR 7,607 2.0% 342,315 2.2% 45.00 9/16/2015
Brooks Brothers NR/NR/NR 9,376 2.5% 337,536 2.1% 36.00 9/16/2015
Express NR/Baa2/BBB 9,940 2.6% 318,080 2.0% 32.00 9/16/2010
Victoria's Secret NR/Baa2/BBB 9,651 2.5% 308,832 2.0% 32.00 9/16/2010
Abercrombie & Fitch NR/NR/NR 8,076 2.1% 302,850 1.9% 37.50 9/16/2015
Anthropologie NR/NR/NR 9,328 2.4% 298,496 1.9% 32.00 9/16/2015
New York & Company NR/Baa2/BBB 7,062 1.8% 289,542 1.8% 41.00 9/16/2015
Banana Republic BBB-/Baa3/BBB- 7,767 2.0% 279,612 1.8% 36.00 9/16/2017
-----------------------------------------------------------------
TEN LARGEST OWNED TENANTS 88,377 23.1% $ 3,253,036 20.6% $36.81
Remaining Owned Tenants 266,279 69.7% 12,530,991 79.4% 47.06
Vacant Spaces (Owned Space) 27,322 7.2% 0 0.0% 0.00
-----------------------------------------------------------------
TOTAL ALL OWNED TENANTS 381,978 100.0% $15,784,027 100.0% $41.32
- --------------------------------------------------------------------------------------------------------------------------------
___________________
(1) Calculated based on approximate square footage occupied by each tenant.
(2) Certain ratings are those of the parent company whether or not the parent
guarantees the lease.
B-35
GSMS 2006-GG6
- --------------------------------------------------------------------------------
TEN LARGEST MORTGAGE LOANS - THE SHOPS AT LACANTERA
- --------------------------------------------------------------------------------
The following table presents certain information relating to the lease rollover
schedule at The Shops at LaCantera:
LEASE EXPIRATION SCHEDULE (1)
- ----------------------------------------------------------------------------------------------------
% OF TOTAL ANNUALIZED
% OF CUMULATIVE ANNUALIZED ANNUALIZED UNDERWRITTEN
EXPIRING TOTAL % OF UNDERWRITTEN UNDERWRITTEN BASE RENT
YEAR ENDING DECEMBER 31, OWNED NRSF NRSF TOTAL NRSF BASE RENT BASE RENT ($ PER NRSF)
- ------------------------- ---------- ------ ---------- ------------ ------------ ------------
2006 0 0.0% 0.0% $ 0 0.0% $ 0.00
2007 0 0.0% 0.0% 0 0.0% 0.00
2008 0 0.0% 0.0% 0 0.0% 0.00
2009 0 0.0% 0.0% 0 0.0% 0.00
2010 33,374 8.7% 8.7% 1,526,068 9.7% 45.73
2011 0 0.0% 8.7% 0 0.0% 0.00
2012 1,588 0.4% 9.2% 135,040 0.9% 85.04
2013 250 0.1% 9.2% 69,996 0.4% 279.98
2014 0 0.0% 9.2% 0 0.0% 0.00
2015 275,784 72.2% 81.4% 12,590,104 79.8% 45.65
2016 and Thereafter 43,660 11.4% 92.8% 1,462,819 9.3% 33.50
Vacant 27,322 7.2% 100.0% 0 0.0% 0.00
-------------------------------------------------------------------------
TOTAL 381,978 100.0% $15,784,027 100.0% $41.32
- ----------------------------------------------------------------------------------------------------
___________________
(1) Calculated based on approximate square footage occupied by each tenant.
o THE BORROWER. The borrower is LaCantera Retail Limited Partnership, a
single-purpose, single-asset entity. Legal counsel to the borrower has
delivered a non-consolidation opinion in connection with the origination
of the Shops at LaCantera Loan. LaCantera Retail Limited Partnership is
indirectly majority owned by General Growth Properties, Inc. General
Growth Properties, Inc. is a publicly traded real estate investment trust
that owns, develops, operates and/or manages shopping malls in over 40
states. There is no guarantor of the non-recourse carve-outs under the
Shops at LaCantera Loan.
o ESCROWS. The loan documents require that the borrower under the Shops at
LaCantera Loan provide security in the amount of $54,840,232 for certain
unfunded obligations at the Shops at LaCantera Property. Such security may
be in the form of a cash escrow, sponsor guaranty, letter of credit or any
combination of the foregoing. At closing, The Rouse Company Operating
Partnership, LP gave a guaranty in respect of such unfunded obligations.
As of February 9, 2006, the amount of outstanding unfunded obligations had
been reduced to $12,062,282. In addition, The Rouse Company Operating
Partnership, LP has guaranteed up to $10 million of the Shops at LaCantera
Loan until such time as annualized net operating income from the Shops at
LaCantera Property is at least $17,000,000.
The loan documents also provide for escrows of real estate taxes and
insurance, certain tenant improvements and leasing commissions (in a
maximum amount as of origination equal to $381,977, which amount is
subject to change based upon the aggregate sf of all rentable area in the
Shops at LaCantera Property) and capital expenditures (in a maximum
amount, as of origination, equal to $76,396 which amount is subject to
change based upon the aggregate sf of all rentable area in the Shops at
LaCantera Property) during a Shops at LaCantera Cash Sweep Period. A
"SHOPS AT LACANTERA CASH SWEEP PERIOD" means any period during the
continuance of an event of default under the Shops at LaCantera Loan
and/or (i) prior to the second anniversary of the origination of the Shops
at La Cantera Loan, any period commencing as of the end of any fiscal
quarter in which annualized net operating income of the Shops at LaCantera
Property is less than $14,400,000 and terminating as of the end of any
fiscal quarter in which annualized net operating income of the Shops at
LaCantera Property is at least equal to $14,400,000, and (ii) after the
second anniversary of the Shops at La Cantera Loan, any period commencing
as of the end of any fiscal quarter in which net operating income of the
Shops at LaCantera Property for the prior twelve-month period is less than
$14,400,000 and terminating as of the end of any fiscal quarter in which
net operating income of the Shops at LaCantera Property for the prior
twelve-month period is at least equal to $14,400,000.
o LOCKBOX AND CASH MANAGEMENT. The Shops at LaCantera Loan requires a hard
lockbox, which is already in place. The loan documents require the
borrower to direct the tenants to pay their rents directly to a
lender-controlled sweep account. The loan documents also require that all
rents received by the borrower or the property manager be deposited into
the sweep account within two business days after receipt. On each business
B-36
GSMS 2006-GG6
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TEN LARGEST MORTGAGE LOANS - THE SHOPS AT LACANTERA
- --------------------------------------------------------------------------------
day that no Shops at LaCantera Cash Sweep Period exists, all funds in the
sweep account will be remitted to an account specified by the borrower.
Within two business days of commencement of a Shops at LaCantera Cash
Sweep Period, a cash management account will be established into which all
funds in the sweep account will be remitted on each business day during a
Shops at LaCantera Cash Sweep Period. During the existence of a Shops at
LaCantera Cash Sweep Period, funds in the cash management account will be
applied to pay the monthly debt service and any required reserves under
the loan documents. Any remaining funds will be released to the borrower,
unless an event of default is continuing, in which case, all available
cash after the payment of the debt service and any required reserves will
be held as additional collateral for the Shops at LaCantera Loan.
o PROPERTY MANAGEMENT. Under the loan documents, the Shops at LaCantera
Property may be self-managed, managed by certain affiliates of the
borrower, or managed by a manager for whom each rating agency has
confirmed in writing will not cause the downgrade, withdrawal or
qualification of the then current ratings of any class of the series
2006-GG6 certificates. The Shops at LaCantera Property is currently
managed by Rouse Property Management, Inc., an affiliate of the borrower.
The lender may require the borrower to cease managing the property or
replace the property manager, as the case may be, if an event of default
under the Shops at LaCantera Loan has occurred and is continuing. During
the continuance of a Shops at LaCantera Cash Sweep Period, the fees of the
property manager may not exceed market rates for comparable properties in
the geographic area.
o RELEASE OF COLLATERAL. The borrower is permitted under the loan documents
to obtain the release of one or more parcels or out lots, the release of
which would not have a material adverse impact on the value, use or
operation of the Shops at LaCantera Property. Any parcel or out lot so
released must be transferred to a third party in connection with an
expansion or other development of the Shops at LaCantera Property, and any
such release is subject to, among other things, the borrower delivering to
lender (a) evidence that the release of the parcel will not materially
diminish the value of the Shops at LaCantera Property as collateral for
the Shops at LaCantera Loan, (b) an opinion of counsel that any REMIC
trust that has acquired the Shops at LaCantera Loan will not fail to
maintain its status as a REMIC solely as a result of the release and (c)
written confirmation from each rating agency that the release would not
cause the downgrade, withdrawal or qualification of the then current
ratings of any class of the series 2006-GG6 certificates. In addition, if
a parcel to be released was improved as of the origination date of the
Shops at LaCantera Loan, the consent of the lender must be obtained, and
certain debt service coverage ratio and loan to value tests must be
satisfied, prior to the release of any such parcel.
The loan documents also give the borrower the right to obtain the release
of a certain unimproved portion of the property reserved for the
development of a "Lifestyle Center" upon the conveyance of such property
to a third party. As of the origination date of the Shops at LaCantera
Loan, the parcel on which the Lifestyle Center will be developed had been
legally subdivided from the remainder of the Shops at LaCantera Property.
o MEZZANINE OR SUBORDINATE INDEBTEDNESS. The Shops at LaCantera Property
also secures the Shops at LaCantera Subordinate Companion Loan, which is
subordinate to the Shops at LaCantera Loan, as described under
"Description of the Mortgage Pool--The Shops at LaCantera Whole Loan" in
the prospectus supplement. In addition, the Shops at LaCantera Loan
documents permit, among other things, (a) the pledge of direct or indirect
equity interests in the borrower and its general partner in connection
with Permitted Mezzanine Debt, (b) the pledge of indirect interests in the
borrower to secure certain inter-affiliate debt, (c) the pledge by certain
permitted equityholders of the borrower of indirect interests in the
borrower in connection with the pledge of all or substantially all of the
assets of such equityholder to secure debt of such equityholder, and (d)
the pledge of direct or indirect equity interests in certain permitted
equityholders of the borrower, or issuance by such equityholders of
preferred equity, or debt granting similar rights as preferred equity.
"PERMITTED MEZZANINE DEBT" means indebtedness of a direct owner of the
borrower that is secured by a pledge of the direct or indirect equity
interests in the borrower; provided that, among other things, (i) written
rating agency confirmation that such debt would not result in the
downgrade, withdrawal or qualification of the then current ratings of the
series 2006-GG6 certificates issued has been obtained and (ii) the Shops
at LaCantera Property meets certain performance requirements specified in
the Shops at LaCantera Loan agreement, including: (A) the aggregate
loan-to-value ratio of the Shops at LaCantera Loan and the mezzanine loan
is not in excess of 75%, and (B) the aggregate debt-service-coverage-ratio
of the Shops at LaCantera Loan and the
B-37
GSMS 2006-GG6
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TEN LARGEST MORTGAGE LOANS - THE SHOPS AT LACANTERA
- --------------------------------------------------------------------------------
mezzanine loan for the immediately preceding twelve month period ending on
the last day of a fiscal quarter is not less than 1.20x based on the
actual loan constant and not less than 1.05x based on an assumed loan
constant of 9%.
o TERRORISM INSURANCE. The loan documents require that, during the policy
year in which the loan origination occurred, the borrower will maintain
terrorism insurance in an amount equal to 100% of the full replacement
cost of the Shops at LaCantera Property and 100% of the projected annual
gross rental income from the Shops at LaCantera Property from the date of
the casualty to the date that the Shops at LaCantera Property is repaired
or replaced and operations are resumed (plus an extended period of
indemnity for 60 days after the completion of restoration). After such
policy year, the borrower is required to use commercially reasonable
efforts, consistent with those of prudent owners of institutional quality
commercial real estate, to maintain such coverage at all times while the
Shops at LaCantera Loan is outstanding (either as part of its "all-risk"
and business income/rental-loss insurance policies or as a separate
policy), provided such coverage is available at commercially reasonable
rates. See "Risk Factors--Property Insurance" in the prospectus
supplement.
B-38
GSMS 2006-GG6
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- --------------------------------------------------------------------------------
[PHOTOS OMITTED]
B-39
GSMS 2006-GG6
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- --------------------------------------------------------------------------------
[MAP OMITTED]
B-40
GSMS 2006-GG6
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- -------------------------------------------------------------------------------
PROPERTY INFORMATION
Number of Mortgaged Real Properties 1
Location (City/State) Lahaina, Hawaii
Property Type Retail
Size (sf) 112,261
Percentage Mall Shop Occupancy as of December 1, 2005 96.6%
Year Built/Renovated 1969-1971 / 1988
Appraisal Value 180,000,000
Underwritten Occupancy 96.6%
Underwritten Revenues $18,451,437
Underwritten Total Expenses $5,453,434
Underwritten Net Operating Income (NOI) $12,998,003
Underwritten Net Cash Flow (NCF) $12,735,188
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
MORTGAGE LOAN INFORMATION
Originator GSCMC/Commerzbank
Cut-off Date Principal Balance $109,504,922
Cut-off Date Principal Balance PSF/Unit $975.45
Percentage of Initial Mortgage Pool Balance 2.8%
Number of Mortgage Loans 1
Type of Security Fee Simple
Mortgage Rate 5.386%
Original Term to Maturity (Months) 60
Original Amortization Term (Months) 360
Cut-off Date LTV Ratio 60.8%
LTV Ratio at Maturity 56.7%
Underwritten DSCR on NOI 1.76x
Underwritten DSCR on NCF 1.72x
Shadow Rating (1) "BBB+" / "AA"
- -------------------------------------------------------------------------------
___________________
(1) Fitch and S&P have confirmed that the Whalers Village Loan has, in the
context of its inclusion in the trust, credit characteristics consistent
with that of an obligation rated "BBB+" by Fitch and "AA" by S&P.
o THE LOAN. The mortgage loan (the "WHALERS VILLAGE LOAN") is evidenced by
two notes in the aggregate original principal amount of $110,000,000 and
is secured by a first mortgage encumbering a regional shopping mall
located in Lahaina, Maui, Hawaii (the "WHALERS VILLAGE PROPERTY"). The
Whalers Village Loan was jointly originated 50% by Goldman Sachs
Commercial Mortgage Capital, L.P. (formerly known as Archon Financial,
L.P.) and 50% by Commerzbank AG, New York Branch ("COMMERZBANK"). Goldman
Sachs Mortgage Company and Commerzbank are the holders of the Whalers
Village Loan, and they are the joint loan sellers of the Whalers Village
Loan. The Whalers Village Loan was originated on November 1, 2005 and
represents approximately 2.8% of the initial mortgage pool balance. The
proceeds from the Whalers Village Loan were used to acquire the Whalers
Village Property.
The Whalers Village Loan had an initial term of 60 months and has a
remaining term of 56 months. The scheduled maturity date is the payment
date in November 2010. Voluntary prepayment of the Whalers Village Loan is
prohibited until the payment date in May 2010. Defeasance with United
States government securities or certain other obligations backed by the
full faith and credit of the United States of America is permitted at any
time after the second anniversary of the securitization closing date.
o THE PROPERTY. The Whalers Village Property is a 112,261 sf open-air
regional shopping center located on prime oceanfront property along Maui's
famous Kaanapali Beach Resort. Originally built in 1969-1971, the Property
has been renovated at various intervals, with the last renovation
occurring in 1988. The center offers approximately 70 in-line retail shops
and restaurants, as well as on-site structured parking for over 500
vehicles. In-line space totals 84,566 sf, with an additional 25,138 sf of
restaurants and 2,557 sf of office space.
The Whalers Village Property is the dominant retail center in the region
and is located in Maui County's metropolitan statistical area where the
7-mile trade area has an average household income of $77,476 and a total
population of approximately 19,536. In addition to the local population,
according to the appraisal, approximately 2.2 million tourists visited
Maui in 2004. With approximately 5,000 hotel and condominium rooms in the
Kannapali Beach Resort, the Whalers Village Property is exposed to one of
the largest consumer bases in the state of Hawaii. Up to 60% of the daily
visitors to the Whalers Village Property access its shops and restaurants
from the beachfront walk along Kaanapali Beach.
The Whalers Village Property is 96.6% occupied. Sales as of October 2005
for the trailing twelve months were $1,104 psf for comparable in-line
tenants occupying less than 10,000 sf, with occupancy costs of 13.2%
(based on comparable sales, which includes tenants in occupancy for over
twelve months that have reported sales over the period of their
occupancy).
B-41
GSMS 2006-GG6
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TEN LARGEST MORTGAGE LOANS - WHALERS VILLAGE
- --------------------------------------------------------------------------------
The following table presents certain information relating to the major
tenants at the Whalers Village Property:
TEN LARGEST TENANTS BASED ON ANNUALIZED UNDERWRITTEN BASE RENT (1)
- -------------------------------------------------------------------------------------------------------------------------------
% OF TOTAL ANNUALIZED
ANNUALIZED ANNUALIZED UNDERWRITTEN
CREDIT RATING UNDERWRITTEN UNDERWRITTEN BASE RENT LEASE
TENANT NAME (FITCH/MIS/S&P)(2) TENANT NRSF % OF NRSF BASE RENT BASE RENT ($ PER NRSF) EXPIRATION
- --------------------------- ------------------ ----------- --------- ------------ ------------- ------------- ----------
Louis Vuitton NR / NR / NR 4,235 3.8% $ 431,976 5.1% $102.00 5/31/2007
ABC Stores NR / NR / NR 3,103 2.8% 339,120 4.0% 109.29 1/31/2014
Tommy Bahama NR / NR / NR 3,566 3.2% 331,608 3.9% 92.99 5/31/2012
Rusty Harpoon NR / NR / NR 4,991 4.4% 324,420 3.8% 65.00 3/31/2006
Hula Grill NR / NR / NR 13,400 11.9% 270,000 3.2% 20.15 3/31/2009
Leilani's on the Beach NR / NR / NR 9,647 8.6% 258,000 3.1% 26.74 12/31/2017
Cruise NR / NR / NR 2,880 2.6% 241,920 2.9% 84.00 4/30/2009
Baron & Leeds NR / NR / NR 1,599 1.4% 230,256 2.7% 144.00 7/31/2014
Sgt Leisure NR / NR / NR 1,415 1.3% 220,920 2.6% 156.13 12/31/2006
Tropical Palm NR / NR / NR 1,462 1.3% 201,756 2.4% 138.00 11/30/2007
------------------------------------------------------------------
TEN LARGEST OWNED TENANTS 46,298 41.2% $2,849,976 33.7% $ 61.56
Remaining Owned Tenants 62,480 55.7% 5,599,779 66.3% 89.63
Vacant Spaces (Owned Space) 3,483 3.1% 0 0.0% 0.00
------------------------------------------------------------------
TOTAL ALL OWNED TENANTS 112,261 100.0% $8,449,755 100.0% $ 77.68
- -------------------------------------------------------------------------------------------------------------------------------
___________________
(1) Calculated based on approximate square footage occupied by each tenant.
(2) Certain ratings are those of the parent company whether or not the parent
guarantees the lease.
The following table presents certain information relating to the lease
rollover schedule at the Whalers Village Property:
LEASE EXPIRATION SCHEDULE (1)
- -----------------------------------------------------------------------------------------------------------
% OF TOTAL ANNUALIZED
CUMULATIVE ANNUALIZED ANNUALIZED UNDERWRITTEN
EXPIRING % OF % OF UNDERWRITTEN UNDERWRITTEN BASE RENT
YEAR ENDING DECEMBER 31, OWNED NRSF TOTAL NRSF TOTAL NRSF BASE RENT BASE RENT ($ PER NRSF)
- ------------------------- ----------- --------- ---------- ------------ ------------ -------------
MTM 6,853 6.1% 6.1% $ 627,948 7.4% $ 91.63
2006 4,580 4.1% 10.2% 570,208 6.7% 124.50
2007 18,688 16.6% 26.8% 1,652,148 19.6% 88.41
2008 15,138 13.5% 40.3% 1,369,144 16.2% 90.44
2009 32,271 28.7% 69.1% 2,064,427 24.4% 63.97
2010 7,643 6.8% 75.9% 550,080 6.5% 71.97
2011 624 0.6% 76.4% 140,028 1.7% 224.40
2012 3,566 3.2% 79.6% 331,608 3.9% 92.99
2013 5,066 4.5% 84.1% 316,788 3.7% 62.53
2014 4,702 4.2% 88.3% 569,376 6.7% 121.09
2015 0 0.0% 88.3% 0 0.0% 0.00
2016 and Thereafter 9,647 8.6% 96.9% 258,000 3.1% 26.74
Vacant 3,483 3.1% 100.0% 0 0.0% 0.00
-------------------------------------------------------------------------------
TOTAL 112,261 100.0% $8,449,755 100.0% $ 77.68
- -----------------------------------------------------------------------------------------------------------
___________________
(1) Calculated based on approximate square footage occupied by each tenant.
o THE BORROWER. The borrower is WV SUB, LLC, a single-member,
single-purpose, single-asset entity. Legal counsel to the borrower has
delivered a non-consolidation opinion in connection with the origination
of the Whalers Village Loan. WV SUB, LLC is indirectly owned by General
Growth Properties, Inc. General Growth Properties, Inc. is a publicly
traded real estate investment trust that owns, develops, operates and/or
manages shopping malls in over 40 states. There is no guarantor of the
non-recourse carve-outs under the Whalers Village Loan.
o ESCROWS. The loan documents provide for escrows of real estate taxes and
insurance, certain tenant improvements and leasing commissions (in a
maximum amount as of origination equal to $112,261, which amount is
subject to change based upon the aggregate sf of all rentable area in the
Whalers Village Property) and capital expenditures (in a maximum amount,
as of origination, equal to $22,452 which amount is subject to change
based upon the aggregate sf of all rentable area in the Whalers Village
Property) during a Whalers
B-42
GSMS 2006-GG6
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TEN LARGEST MORTGAGE LOANS - WHALERS VILLAGE
- --------------------------------------------------------------------------------
Village Cash Sweep Period. A "WHALERS VILLAGE CASH SWEEP PERIOD" means any
period during the continuance of an event of default under the Whalers
Village Loan and/or any period commencing as of the end of any fiscal
quarter in which the net operating income of the Whalers Village Property
for the prior twelve-month period is less than 85% of the net operating
income at origination and terminating as of the end of any fiscal quarter
in which the net operating income of the Whalers Village Property for the
prior twelve-month period is at least equal to 85% of the net operating
income at origination.
o LOCKBOX AND CASH MANAGEMENT. The Whalers Village Loan requires a hard
lockbox, which is already in place. The loan documents require the
borrower to direct the tenants to pay their rents directly to a
lender-controlled sweep account. The loan documents also require that all
rents received by the borrower or the property manager be deposited into
the sweep account within two business days after receipt. On each business
day that no Whalers Village Cash Sweep Period exists, all funds in the
sweep account will be remitted to an account specified by the borrower.
Within two business days of commencement of a Whalers Village Cash Sweep
Period, a cash management account will be established into which all funds
in the sweep account will be remitted on each business day during a
Whalers Village Cash Sweep Period. During the existence of a Whalers
Village Cash Sweep Period, funds in the cash management account will be
applied to pay the monthly debt service and any required reserves under
the loan documents. Any remaining funds will be released to the borrower,
unless an event of default is continuing, in which case, all available
cash after the payment of the debt service and any required reserves will
be held as additional collateral for the Whalers Village Loan.
o PROPERTY MANAGEMENT. Under the loan documents, the Whalers Village
Property may be self-managed, managed by certain affiliates of the
borrower, or managed by a manager for whom each rating agency has
confirmed in writing will not cause the downgrade, withdrawal or
qualification of the then current ratings of any class of the series
2006-GG6 certificates. The Whalers Village Property is currently managed
by General Growth Management, Inc., an affiliate of the borrower. The
lender may require the borrower to cease managing the property or replace
the property manager, as the case may be, if an event of default under the
Whalers Village Loan has occurred and is continuing. During the
continuance of a Whalers Village Cash Sweep Period, the fees of the
property manager may not exceed market rates for comparable properties in
the applicable geographic area.
o RELEASE OF COLLATERAL. The borrower is permitted under the loan documents
to obtain the release of one or more parcels or out lots, the release of
which would not have a material adverse impact on the value, use or
operation of the Whalers Village Property. Any parcel or out lot so
released must be transferred to a third party in connection with an
expansion or other development of the Whalers Village Property, and any
such release is subject to, among other things, the borrower delivering to
lender (a) evidence that the release of the parcel will not materially
diminish the value of the Whalers Village Property as collateral for the
Whalers Village Loan, (b) an opinion of counsel that any REMIC trust that
has acquired the Whalers Village Loan will not fail to maintain its status
as a REMIC solely as a result of the release and (c) written confirmation
from each rating agency that the release would not cause the downgrade,
withdrawal or qualification of the then current ratings of any class of
the series 2006-GG6 certificates. In addition, if a parcel to be released
was improved as of the origination date of the Whalers Village Loan, the
consent of the lender must be obtained, and certain debt service coverage
ratio and loan to value tests must be satisfied, prior to the release of
any such parcel.
o MEZZANINE OR SUBORDINATE INDEBTEDNESS. The loan documents permit, among
other things, (a) the pledge of direct or indirect equity interests in the
borrower in connection with Permitted Mezzanine Debt, (b) the pledge of
indirect interests in the borrower to secure certain inter-affiliate debt,
(c) the pledge by certain permitted equityholders of the borrower of
indirect interests in the borrower in connection with the pledge of all or
substantially all of the assets of such equityholder to secure debt of
such equityholder, and (d) the pledge of direct or indirect equity
interests in certain permitted equityholders of the borrower, or issuance
by such equityholders of preferred equity, or debt granting similar rights
as preferred equity. "PERMITTED MEZZANINE DEBT" means indebtedness of a
direct or indirect owner of the borrower that is secured by a pledge of
the direct or indirect equity interests in the borrower; provided that,
among other things, (i) written rating agency confirmation that such debt
would not result in the downgrade, withdrawal or qualification of the then
current ratings of the series 2006-GG6 certificates issued has been
obtained and (ii) the Whalers Village Property meets certain performance
requirements specified in the Whalers Village loan agreement, including:
(A) the aggregate
B-43
GSMS 2006-GG6
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TEN LARGEST MORTGAGE LOANS - WHALERS VILLAGE
- --------------------------------------------------------------------------------
loan-to-value ratio of the Whalers Village Loan and the mezzanine loan is
not in excess of 75%, and (B) the aggregate debt-service-coverage-ratio of
the Whalers Village Loan and the mezzanine loan for the immediately
preceding twelve month period ending on the last day of a fiscal quarter
is not less than 1.20x based on the actual loan constant and not less than
1.05x based on an assumed loan constant of 9%.
o TERRORISM INSURANCE. The loan documents require that, during the policy
year in which the loan origination occurred, the borrower will maintain
terrorism insurance in an amount equal to 100% of the full replacement
cost of the Whalers Village Property and 100% of the projected annual
gross rental income from the Whalers Village Property from the date of the
casualty to the date that the Whalers Village Property is repaired or
replaced and operations are resumed (plus an extended period of indemnity
for 60 days after the completion of restoration). After such policy year,
the borrower is required to use commercially reasonable efforts,
consistent with those of prudent owners of institutional quality
commercial real estate, to maintain such coverage at all times while the
Whalers Village Loan is outstanding (either as part of its "all-risk" and
business income/rental-loss insurance policies or as a separate policy),
provided such coverage is available at commercially reasonable rates. See
"Risk Factors--Property Insurance" in the prospectus supplement.
B-44
GSMS 2006-GG6
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TEN LARGEST MORTGAGE LOANS - COPT PORTFOLIO
- --------------------------------------------------------------------------------
[PHOTOS OMITTED]
B-45
GSMS 2006-GG6
- --------------------------------------------------------------------------------
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- --------------------------------------------------------------------------------
[MAP OMITTED]
B-46
GSMS 2006-GG6
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- -------------------------------------------------------------------------------
PROPERTY INFORMATION
Number of Mortgaged Real Properties 8
Location (City/State) Various, Maryland
Property Type Office
Size (sf) 702,924
Percentage Occupancy as of September 9, 2005 95.7%
Year Built/Year Renovated 1981-2005/2003
Appraisal Value $132,700,000
Underwritten Occupancy 95.7%
Underwritten Revenues $13,237,802
Underwritten Total Expenses $3,591,728
Underwritten Net Operating Income (NOI) $9,666,074
Underwritten Net Cash Flow (NCF) $8,822,563
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
MORTGAGE LOAN INFORMATION
Originator GCFP
Cut-off Date Principal Balance $103,000,000
Cut-off Date Principal Balance PSF/Unit $146.53
Percentage of Initial Mortgage Pool Balance 2.6%
Number of Mortgage Loans 1
Type of Security Fee Simple
Mortgage Rate 5.533%
Original Term to Maturity (Months) 120
Original Amortization Term (Months) Interest Only
Cut-off Date LTV Ratio 77.6%
LTV Ratio at Maturity 77.6%
Underwritten DSCR on NOI 1.67x
Underwritten DSCR on NCF 1.53x
- -------------------------------------------------------------------------------
o THE LOAN. The mortgage loan (the "COPT PORTFOLIO LOAN") is evidenced by a
single note and is secured by two first mortgages encumbering eight class
A & B office buildings located in the Baltimore/Washington DC corridor in
Maryland consisting of 702,924 sf (the "COPT PROPERTIES"). The COPT
Portfolio Loan represents approximately 2.6% of the initial mortgage pool
balance. The COPT Portfolio Loan was originated on October 17, 2005, has
an original principal balance and a principal as of the cut-off date of
$103,000,000, and an interest rate of 5.533% per annum. The DSCR and LTV
on the COPT Portfolio Loan are 1.53x and 77.6%, respectively. The proceeds
of the COPT Portfolio Loan were used to refinance existing debt totaling
$15,998,883.89 and to pay down unsecured corporate debt and for other
general corporate purposes.
The COPT Portfolio Loan has an initial term of 120 months and a remaining
term of 116 months. The loan requires payments of interest only for the
entire term. The scheduled maturity date is November 6, 2015. Voluntary
prepayment of the COPT Portfolio Loan is prohibited prior to the payment
date of August 6, 2015 and permitted on such payment date and thereafter
without penalty. Defeasance with United States government securities or
certain other obligations backed by the full faith and credit of the
United States of America is permitted from April 6, 2008 (the "COPT
PORTFOLIO PROPERTIES INITIAL DEFEASANCE DATE").
o THE PROPERTIES. The COPT Portfolio Properties consist of eight office
properties in the Baltimore MSA, each within a ten mile radius of the
Baltimore-Washington International Airport ("BWI"). The following table
presents certain information relating to the COPT portfolio:
YEAR BUILT /
ALLOCATED YEAR SEPTEMBER
PROPERTY NAME LOCATION LOAN AMOUNT SIZE (SF) RENOVATED 2005 OCCUPANCY
- ----------------------------- --------------------------- ------------ --------- ------------ --------------
134 National Business Parkway Annapolis Junction, Maryland $19,200,000 93,482 1999 100.0%
870-880 Elkridge Landing Road Linthicum, Maryland 18,900,000 105,151 1981/2003 100.0%
6940 Columbia Gateway Drive Columbia, Maryland 17,300,000 108,909 1999 95.1%
7000 Columbia Gateway Drive Columbia, Maryland 15,800,000 145,806 1999 100.0%
8621 Robert Fulton Drive Columbia, Maryland 11,000,000 85,466 2005 76.2%
8671 Robert Fulton Drive Columbia, Maryland 7,600,000 56,350 2001 100.0%
7320 Parkway Drive Hanover, Maryland 7,000,000 58,453 1983 100.0%
8661 Robert Fulton Drive Columbia, Maryland 6,200,000 49,307 2001 90.4%
-------------------------- ---------------
TOTAL/WTD. AVG. $103,000,00 702,924 95.7%
134 National Business Parkway is a four-story, 93,482 sf class-A office
building located in Annapolis Junction, Maryland. Built by the sponsor in
1999, the building is situated in the National Business Park, a 175-acre
business community located in Anne Arundel County at the intersection of
the Baltimore-Washington Parkway (MD Route 295) and MD Route 32. A
complete range of services and amenities are available nearby including
more than 20 restaurants, several banks, a post office, and a Marriott
Suites hotel. Booz Allen Hamilton occupies 100% of the space under a lease
expiring in September 2009.
870-880 Elkridge Landing Road is a two-building office complex located in
Linthicum, Maryland. 880 Elkridge Landing Road is a four-story, 99,524 sf
class-A office building that was built in 1981, acquired by the sponsor in
2001 and renovated in 2003. Northrop Grumman Corporation occupies 100% of
the space at 880 Elkridge Landing Road, under a lease expiration in
December 2009. 870 Elkridge Landing Road is a single-story, 5,627 sf
building built in 1981 and currently 100% occupied by the US Government
(AAA/Aaa/AAA)
B-47
GSMS 2006-GG6
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TEN LARGEST MORTGAGE LOANS - COPT PORTFOLIO
- --------------------------------------------------------------------------------
under a lease expiring in September 2008. The building is currently used
as a fitness center for government employees. The 5.6-acre site is
situated just off the Baltimore-Washington Parkway (MD Route 295), two
miles from I-95. The property is in close proximity to the BWI business
district and a wide range of hotels, restaurants and retail outlets.
6940 Columbia Gateway Drive is a four-story, 108,909 sf class-A office
building located in Columbia, Maryland. Built by the sponsor in 1999, the
building is part of Columbia Gateway, a 600-acre business community
located equidistant from Baltimore and Washington, DC, near the
intersection of MD Route 175 and I-95. Columbia Gateway features a range
of business amenities and services. 6940 Columbia Gateway Drive is 95.1%
occupied by five tenants, including Ameritrade (39.1% of NRA) and Magellan
Behavioral Health (31.6% of NRA) under leases expiring in March 2010 and
July 2011, respectively.
7000 Columbia Gateway Drive is a two-story, 145,806 sf class-A office
building located in Columbia, Maryland. The rectangular, center-core
building has floor plates that allow for easy adaptation for either
single- or multi-tenant uses. Built in 1999 and acquired in 2002, the
building is part of Columbia Gateway, a 600-acre business community
located equidistant from Baltimore and Washington, DC, near the
intersection of MD Route 175 and I-95. Columbia Gateway features a range
of business amenities and services. Honeywell International occupies 100%
of the space under a lease expiring in January 2011.
8621 Robert Fulton Drive is a newly constructed two-story, 85,466 sf
class-A office building located in Columbia, Maryland. Completed by the
sponsor in October 2005, the building is situated on a 6.35-acre site. The
building is located equidistant from Baltimore and Washington, DC, near
the intersection of MD Route 175 and I-95. The building officially opened
for occupancy on November 4, 2005. Cadmus Communications Corporation
occupies 76.2% of the building's NRA under a lease expiring in October
2017.
8671 Robert Fulton Drive is a one-story, 56,350 sf class-A office/flex
building located in Columbia, Maryland. Approximately 5,800 sf (10.3% of
the NRA) functions as warehouse space. Built by the sponsor in 2001, the
building is located equidistant from Baltimore and Washington, DC, near
the intersection of MD Route 175 and I-95. 8671 Robert Fulton Drive is
100% occupied by Nucletron Corporation (50.9% of NRA) and First American
Credit (49.1% of NRA) under leases expiring in August 2010 and November
2011, respectively. 8671 Robert Fulton Drive is adjacent to 8661 Robert
Fulton Drive property, also one of the COPT Properties.
7320 Parkway Drive is a one-story, 58,453 sf class-B office building
located in Hanover, Maryland. Built in 1983, the building was originally
constructed as office/industrial flex space, but is currently 100%
finished as office space. The sponsor acquired the property in 2002. The
rectangular shaped building has floor plates that are easily adaptable for
either single- or multi-tenant uses. 7320 Parkway Drive is situated just
off the Baltimore-Washington Parkway (MD Route 295) and is 100% occupied
by three tenants, including SAIC (69.1% of NRA) and Baltimore Gas &
Electric (26.8% of NRA) under leases expiring in August 2008 and July
2010, respectively.
8661 Robert Fulton Drive is a one-story, 49,307 sf class-A flex building
located in Columbia, Maryland. Approximately 5,800 sf (11.7% of the NRA)
functions as warehouse space. Built by the sponsor in 2001, the property
is located equidistant from Baltimore and Washington, DC, near the
intersection of MD Route 175 and I-95. 8661 Robert Fulton Drive is
currently 90.4% occupied by Rohde & Schwartz, Inc. (69.6% of NRA) and
Konover Construction Corp. (20.7% of NRA) under leases expiring in May
2010 and February 2011, respectively. 8661 Robert Fulton Drive is adjacent
to 8671 Robert Fulton Drive property, also one of the COPT Properties.
B-48
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The following table presents certain information relating to the lease
rollover schedule at the COPT Properties:
LEASE EXPIRATION SCHEDULE(1)
- ----------------------------------------------------------------------------------------------------------
% OF TOTAL ANNUALIZED
ANNUALIZED ANNUALIZED UNDERWRITTEN
YEAR ENDING % OF TOTAL CUMULATIVE UNDERWRITTEN UNDERWRITTEN BASE RENT
DECEMBER 31, EXPIRING NRSF NRSF OF TOTAL NRSF BASE RENT ($) BASE RENT ($ PER NRSF)
- --------------- ------------- ---------- ------------- ------------- ------------- -------------
2006 14,540 2.1% 2.1% $ 169,680 1.5% $11.67
2007 0 0.0% 2.1% 0 0.0% 0.00
2008 33,895 4.8% 6.9% 437,930 3.8% 12.92
2009 200,980 28.6% 35.5% 4,510,335 39.3% 22.44
2010 130,816 18.6% 54.1% 2,210,754 19.2% 16.90
2011 227,128 32.3% 86.4% 3,003,176 26.1% 13.22
2012 0 0.0% 86.4% 0 0.0% 0.00
2013 0 0.0% 86.4% 0 0.0% 0.00
2014 0 0.0% 86.4% 0 0.0% 0.00
2015 0 0.0% 86.4% 0 0.0% 0.00
2016 65,143 9.3% 95.7% 1,152,860 10.0% 17.70
Vacant 30,422 4.3% 100.0% 0 0.0% 0.00
---------------------------------------------------------------------------------------
TOTAL/WTD. AVG. 702,924 100.0% $11,484,736 100.0% $17.08
- ----------------------------------------------------------------------------------------------------------
___________________
(1) Calculated based on approximate square footage occupied by each tenant.
o THE BORROWER. The borrowers and IDOT guarantors (collectively the "COPT
BORROWER PARTIES") are 14 single-asset, special-purpose, bankruptcy-remote
entities, each with an independent director (there are a total of 8
properties; one IDOT guarantor owns two of the properties). Legal counsel
to each of the COPT Borrower Parties delivered a non-consolidation opinion
in connection with the origination of the COPT Portfolio Loan. The sponsor
of the COPT Borrower Parties is Corporate Office Properties Trust
("COPT"). Founded in 1988, COPT is a leading office REIT with a market
capitalization of approximately $1.65 billion as of February 23, 2006.
Headquartered in Columbia, Maryland (within five miles of the subject
properties), the company is among the largest owners of suburban office
properties in the Greater Washington/Baltimore region, owning 158 office
properties totaling 13.3 million sf (including 18 properties totaling
885,000 sf held through joint ventures). Among those assets are 73
properties located in the Baltimore/Washington corridor, totaling nearly
5.35 million sf (94.4% occupied as of the first quarter of 2005). COPT has
implemented a core customer expansion strategy that centers on meeting,
through acquisitions and development, the multi-location requirements of
their existing tenant base. COPT has developed longstanding relationships
with the US Government, AT&T, Wachovia, Boeing, Ciena, Booz Allen
Hamilton, The Titan Corporation, General Dynamics Corporation, Unisys and
many other prominent government contractors. COPT holds an 80% interest in
Corporate Office Properties, L.P. which holds a 100% interest in the COPT
Borrower Parties and is the guarantor (the "COPT GUARANTOR") under the
non-recourse carveouts for the COPT Portfolio Loan.
o RELEASE OF COLLATERAL. The COPT Portfolio Loan permits the release of any
or all of the COPT Portfolio Properties after the COPT Portfolio
Properties Initial Defeasance Date, subject to the satisfaction of certain
conditions, including: (i) the delivery of defeasance collateral in an
amount equal to (a) if, after giving effect to such release and the
related defeasance, the undefeased/unpaid principal balance of the COPT
Portfolio Loan exceeds $51,500,000, 110% of the allocated loan amount for
the mortgaged property being released and (b) if, after giving effect to
such release and the related defeasance, the undefeased/unpaid principal
balance of the COPT Portfolio Loan, is equal to or is less than
$51,500,000, 115% of the allocated loan amount for the mortgaged property
being released; (ii) no event of default then existing; (iii) the
requirement that, after giving effect to such release and defeasance, the
underwritten DSCR (calculated using underwritten cash flow and the greater
of (A) the actual debt service constant and (B) an 8.50% constant) for all
of the remaining COPT Portfolio Properties be no less than the greater of
(x) the underwritten DSCR immediately preceding such release and
defeasance and (y) 1.00x and (iv) other standard conditions as specified
in the related loan documents.
o SUBSTITUTION OF COLLATERAL. Prior to November 6, 2014, the COPT Portfolio
Loan permits the release of up to four of the COPT Portfolio Properties by
simultaneously substituting one or more other properties (such a
simultaneous release and substitution, a "COPT SUBSTITUTION"), subject to
the satisfaction of certain conditions, including: (i) the payment of a
fee equal to 0.50% of the allocated loan amount for the COPT Property(ies)
B-49
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- --------------------------------------------------------------------------------
being released and the payment of all costs and expenses incurred by
lender; (ii) after giving effect to the applicable COPT Substitution(s),
at least four of the original eight COPT Portfolio Properties remain
subject to the COPT Portfolio Loan and does not result in a reduction in
the number of overall properties; (iii) the delivery to lender of a letter
from each Rating Agency confirming that the COPT Substitution will not
result in any qualification, withdrawal or downgrade of any existing
rating of the Series 2006-GG6 Certificates; (iv) an appraisal acceptable
to lender for each substitute property indicating an aggregate fair market
value of the substitute property(ies) that is equal to or greater than the
fair market value of the property(ies) being released; (v) after giving
effect to the applicable COPT Substitution(s), the aggregate underwritten
NOI of all of the substitute properties will not exceed the lesser of (A)
40% of the underwritten NOI of all the properties then subject to the COPT
Portfolio Loan and (B) $3,272,400; (vi) after giving effect to the
applicable COPT Substitution(s), the aggregate fair market value of all of
the substitute properties will not exceed the lesser of (A) 40% of the
aggregate fair market value of all the properties then subject to the COPT
Portfolio Loan and (B) $53,080,000; (vii) the weighted average of the then
remaining unexpired terms of the leases in effect at the substitute
property(ies) will be equal to or longer than the weighted average of the
then remaining unexpired terms of the leases in effect at the released
property(ies); (viii) after giving effect to the applicable COPT
Substitution(s), the underwritten DSCR (calculated using underwritten cash
flow and the greater of the actual debt service constant and an 8.50%
constant) for all the properties then subject to the COPT Portfolio Loan
be no less than the greater of (A) the underwritten DSCR for all of the
COPT Portfolio Properties immediately preceding such release(s) and
substitution(s) and (B) 1.00x; (ix) after giving effect to the applicable
COPT Substitution(s), the LTV Ratio for all of the properties then subject
to the COPT Portfolio Loan be no greater than the lesser of (A) the LTV
Ratio for all of the properties immediately preceding such COPT
Substitution(s) (B) 78%; (x) no event of default then existing, (xi) after
giving effect to the applicable COPT Substitution(s), the number of square
feet at the substitute property(ies) demised under leases to tenants
having a rating from any nationally recognized rating agency ("RATED
TENANTS") not be less than the number of square feet at the released
property(ies) demised under leases to Rated Tenants and (xii) the
satisfaction of standard due diligence and other conditions specified in
the related loan documents.
If the COPT Borrower Parties are unable to simultaneously effectuate the
substitution of a substitute property for a released property as
contemplated above, the COPT Borrower Parties may nevertheless obtain the
release of the applicable released property(ies), subject to the
satisfaction of certain conditions, including: (i) the deposit of cash or
a letter of credit (the "SUBSTITUTION COLLATERAL") in an amount equal to
the greater of (A) the then fair market value of the proposed released
property(ies) and (B) the amount that would be required to purchase
defeasance collateral necessary to partially defease the COPT Portfolio
Loan and obtain a release of the released property(ies) if such released
property(ies) was being released pursuant to the provisions described
under "Release of Collateral" above and (ii) the delivery to lender of a
REMIC opinion with respect to such release of property(ies) and
substitution of the Substitution Collateral and related matters. If for
any reason the applicable substitution fails to occur within 90 days after
the release of the applicable released property(ies), lender may use any
cash Substitution Collateral and draw on any letter of credit Substitution
Collateral and apply the proceeds to purchase the defeasance collateral
necessary to effect a partial defeasance in the amount that would then be
necessary to obtain a release of the released property(ies) pursuant to
the provisions described under "Release of Collateral" above (assuming
such release was occurring on the date of such partial defeasance). If the
Substitution Collateral is not sufficient to purchase such defeasance
collateral (such deficiency, the "SUBSTITUTION COLLATERAL SHORTFALL
AMOUNT"), the COPT Borrower Parties are required to, within two (2)
business days after demand by lender, immediately pay to lender an amount
equal to the Substitution Collateral Shortfall Amount.
o ESCROWS. Ongoing reserve collections have been waived for the entire loan
term. At closing, GCFP held back $300,000 to cover a tenant's 50-day free
rent period at the 8621 Robert Fulton Drive property (which ended December
23, 2005). $200,000 has been returned to the sponsor in two $100,000
installments on January 6 and February 6, 2006. The remaining $100,000 is
anticipated to be returned to the sponsor on March 6, 2006.
o LOCK BOX AND CASH MANAGEMENT. The COPT Portfolio Loan requires a hard lock
box, which is already in place. The COPT Portfolio Loan documents require
the COPT Borrower Parties to direct tenants to pay their rents directly to
a lender controlled lockbox account. The loan documents also require that
all rents received by (or on behalf of) the borrower parties or the
property manager be deposited into such lender-controlled lockbox
B-50
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- --------------------------------------------------------------------------------
account (as well as any other rents, receipts, security deposits or
payments related to lease termination or default) within one business day
after receipt and that funds deposited in such lender-controlled lockbox
account be swept on a daily basis into the COPT Borrower Parties'
operating account unless an event of default is continuing , in which
case, amounts in such lender-controlled lockbox account will be swept into
another account controlled by lender and held as cash collateral for the
COPT Portfolio Loan (which amounts lender may (but is not required to)
apply to prepay a portion of the COPT Portfolio Loan).
o PROPERTY MANAGEMENT. Corporate Realty Management, LLC, an affiliate of the
COPT Borrower Parties, is the property manager for all of the COPT
Properties. The property manager receives a management fee on the COPT
Portfolio Properties equal to the greater of (a) $1,000 per month and (b)
3.0% of the gross revenue and 5% of project costs if the COPT Borrower
Parties require the property manager to supervise capital projects or
tenant improvement projects. The lender may require the COPT Borrower
Parties to terminate the property manager following one or more of the
following events: (i) an event of default is continuing under the COPT
Portfolio Loan, (ii) the property manager is in default under any
management agreement or (iii) upon the gross negligence, malfeasance or
willful misconduct of the property manager.
o MEZZANINE OR SUBORDINATE INDEBTEDNESS. Not Permitted.
o TERRORISM INSURANCE. The loan documents require the COPT Borrower Parties
to maintain terrorism insurance in an amount equal to 100% of the
replacement cost of the COPT Properties, provided such coverage is
available. In the event that coverage for terrorism is not included as
part of the "all risk" property policy, the COPT Borrower Parties will be
required to obtain coverage for terrorism (in the form of stand alone
coverage) to the extent available, in an amount equal to 100% of the
replacement cost of the COPT Properties, subject to a premium cap equal to
100% of the aggregate insurance premiums payable with respect to all
required insurance coverage for the last policy year in which coverage for
terrorism was included as part of an all-risk policy, adjusted annually by
a percentage equal to the increase in the Consumer Price Index. See "Risk
Factors--Property Insurance" in the prospectus supplement.
B-51
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- --------------------------------------------------------------------------------
[PHOTOS OMITTED]
B-52
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- --------------------------------------------------------------------------------
[MAP OMITTED]
B-53
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- --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
PROPERTY INFORMATION
Number of Mortgaged Real Properties 1
Location (City/State) Denver, Colorado
Property Type Office
Size (sf) 767,238
Percentage Leased as of January 1, 2006 88.7
Year Built/Year Renovated 1980 / 2005
Appraisal Value $118,800,000
Underwritten Occupancy 88.7%
Underwritten Revenues $15,684,030
Underwritten Total Expenses $6,601,774
Underwritten Net Operating Income (NOI) $9,082,256
Underwritten Net Cash Flow (NCF) $8,243,276
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
MORTGAGE LOAN INFORMATION
Originator GCFP
Cut-off Date Principal Balance $94,100,000
Cut-off Date Principal Balance PSF/Unit $122.65
Percentage of Initial Mortgage Pool Balance 2.4%
Number of Mortgage Loans 1
Type of Security Fee Simple
Mortgage Rate 5.685%
Original Term to Maturity (Months) 60
Original Amortization Term (Months) Interest Only
Cut-off Date LTV Ratio 79.2%
LTV Ratio at Maturity 79.2%
Underwritten DSCR on NOI 1.67x
Underwritten DSCR on NCF 1.52x
- -------------------------------------------------------------------------------
o THE LOAN. The mortgage loan (the "1625 & 1675 BROADWAY LOAN") is evidenced
by a single note and is secured by a first mortgage encumbering a class-A
office complex located in Denver, Denver County, Colorado (the "1625 &
1675 BROADWAY PROPERTY"). The 1625 & 1675 Broadway Loan represents
approximately 2.4% of the initial mortgage pool balance. The 1625 & 1675
Broadway Loan was originated on January 10, 2006, has an original
principal balance and a principal balance as of the cut-off date of
$94,100,000, and an interest rate of 5.685% per annum. The DSCR and LTV on
the 1625 & 1675 Broadway Loan are 1.52x and 79.2%, respectively. The
proceeds of the 1625 & 1675 Broadway Loan were used to acquire the 1625 &
1675 Broadway Property for approximately $116,000,000. Including reserves,
escrows and closing costs, the borrower invested approximately $25,800,000
in the project at origination (inclusive of the amount of letters of
credit provided in lieu of cash reserves).
The 1625 & 1675 Broadway Loan has an initial term of 60 months and a
remaining term of 59 months. The 1625 & 1675 Broadway Loan requires
payments of interest only for the entire term. The scheduled maturity date
is February 6, 2011. Voluntary prepayment of the 1625 & 1675 Broadway Loan
is prohibited prior to the payment date of December 6, 2010 and permitted
on such payment date and thereafter without a penalty. Defeasance with
United States government securities or certain other obligations backed by
the full faith and credit of the United States of America is permitted
from April 6, 2008.
o THE PROPERTY. The 1625 & 1675 Broadway Property is comprised of two
Class-A office towers, containing 767,238 sf located at 1625 & 1675
Broadway Street, in Denver, Denver County, Colorado. The property is
commonly known as the World Trade Center. The 28-story, Tower I building
was constructed in 1979 and renovated in 1996, while the 29-story, Tower
II building was constructed in 1980 and renovated in 2005. There is a
plaza area between the two buildings which was also renovated in 2005. The
property has a two-level, 111-space subterranean parking garage, and
benefits from easements which give it rights to use 315 spaces at two
other properties. Typical floor plates in the buildings are approximately
14,000 square feet and the buildings' tenant mix is comprised of high
quality tenants in the financial, legal and energy sectors.
The 1625 & 1675 Broadway Property is well located in the Denver central
business district, along the 16th Street Mall and is bounded by 16th
Street to the southwest, Court Street to the northwest, and Broadway to
the east. The 16th Street Mall has more than 80 specialty retail tenants,
three major shopping complexes and numerous bars and restaurants. The
surrounding area also features various hotels, including the Brown Place
Hotel which is directly north of the property and numerous large
commercial office buildings. Due to its location just east of I-25, the
region's north/south freeway, the 1625 & 1675 Broadway Property has good
access to all of Denver's surrounding suburban areas. Additionally, the
buildings are close to Denver's mass transit light rail system, which
currently provides access to central and southwest Denver.
As of January 1, 2006, the 1625 & 1675 Broadway Property was 88.7% leased
to approximately 90 tenants in a variety of industries, including energy,
law and financial services. Approximately 30% of the net rentable square
footage is leased by tenants with an investment grade credit rating. The
property has average tenant size of approximately 8,000 sf. The two
largest tenants at the 1625 & 1675 Broadway Property are Noble Energy,
Inc. (76,930 sf) and Keybank National Association (60,319 sf).
B-54
GSMS 2006-GG6
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TEN LARGEST MORTGAGE LOANS - 1625 & 1675 BROADWAY
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The following table presents certain information relating to some of the
largest tenants at the 1625 & 1675 Broadway Property:
LARGEST RETAIL TENANTS BASED ON ANNUALIZED UNDERWRITTEN BASE RENT
- ------------------------------------------------------------------------------------------------------------------------------
CREDIT ANNUALIZED % OF TOTAL ANNUALIZED
RATING UNDERWRITTEN ANNUALIZED UNDERWRITTEN
(FITCH/MOODY'S/ TENANT % OF BASE RENT UNDERWRITTEN BASE RENT LEASE
TENANT NAME S&P)(1) NRSF NRSF ($) BASE RENT ($ PER NRSF) EXPIRATION
- ---------------------------- --------------- ------- ------ ------------ ------------ ------------ ----------
Keybank National Association A/A2/A- 60,319 7.9% $1,109,370 13.0% $18.39 3/31/2010
Noble Energy, Inc. NR/Baa2/BBB- 76,930 10.0% 1,033,764 12.1% 13.44 3/31/2012
Mincom, Inc. NR/NR/NR 52,963 6.9% 847,408 10.0% 16.00 2/28/2007
Bear Paw Energy LLC NR/NR/NR 23,877 3.1% 439,337 5.2% 18.40 11/30/2006
Westerngeco, LLC NR/A1/A 41,823 5.5% 313,674 3.7% 7.50 5/31/2013
TOTAL LARGEST TENANTS 255,912 33.4% $3,743,552 44.0% $14.63
Other Tenants 424,300 55.3% 4,768,578 56.0% 11.24
Vacant Space 87,026 11.3% 0 0.0% 0.00
TOTAL ALL TENANTS 767,238 100.0% $8,512,130 100.0% $12.51
- ------------------------------------------------------------------------------------------------------------------------------
The following table presents certain information relating to the lease
rollover schedule at the 1625 & 1675 Broadway Property:
LEASE EXPIRATION SCHEDULE(1)
- -----------------------------------------------------------------------------------------------------------
% OF TOTAL ANNUALIZED
ANNUALIZED ANNUALIZED UNDERWRITTEN
YEAR ENDING % OF TOTAL CUMULATIVE UNDERWRITTEN UNDERWRITTEN BASE RENT
DECEMBER 31, EXPIRING NRSF NRSF OF TOTAL NRSF BASE RENT ($) BASE RENT ($ PER NRSF)
- -------------- ------------ ---------- ------------ ------------- ------------ -------------
2006 79,681 10.4% 10.4% $1,142,143 13.4% $14.33
2007 98,417 12.8% 23.2% 1,430,584 16.8% 14.54
2008 75,945 9.9% 33.1% 872,283 10.2% 11.49
2009 67,186 8.8% 41.9% 630,776 7.4% 9.39
2010 133,283 17.4% 59.2% 1,820,437 21.4% 13.66
2011 23,258 3.0% 62.3% 239,332 2.8% 10.29
2012 81,903 10.7% 72.9% 1,198,824 14.1% 14.64
2013 82,336 10.7% 83.7% 766,918 9.0% 9.31
2014 24,262 3.2% 86.8% 288,153 3.4% 11.88
2015 13,941 1.8% 88.7% 122,681 1.4% 8.80
Vacant 87,026 11.3% 100.0% 0 0.0% 0.00
-----------------------------------------------------------------------------------------
TOTAL/WTD. AVG. 767,238 100.0% $8,512,130 100.0% $12.51
- -----------------------------------------------------------------------------------------------------------
___________________
(1) Calculated based on approximate square footage occupied by each tenant.
o THE BORROWER. The borrower is Transwestern Broadreach WTC, L.L.C. ("1625 &
1675 BROADWAY BORROWER"), a special purpose, bankruptcy-remote entity with
one independent manager. Legal counsel to the 1625 & 1675 Broadway
Borrower delivered a non-consolidation opinion in connection with the
origination of the 1625 & 1675 Broadway Loan. The sponsors of the borrower
are Transwestern Investment Company ("TRANSWESTERN") and Broadreach
Capital Partners ("BROADREACH"). Transwestern is a Chicago-based company
that was established in 1996 by Robert D. Duncan and Stephen R. Quazzo.
Since 1996, Transwestern has made over 370 property investments nationwide
representing a gross investment in excess of $6.3 billion. Transwestern
invested in the 1625 & 1675 Broadway Property through its Aslan Realty
Partners III, L.L.C. ("ASLAN III") fund, which indirectly holds a 50%
interest in the 1625 & 1675 Borrower. Aslan III is a fully discretionary
fund with $800 million of equity commitments from 50 institutional
partners and its general partner. The general partner is controlled by
principals of Transwestern and has committed $10 million of the equity.
The Aslan III portfolio currently consists of 10 office and 2 retail
properties totaling over 4.3 million square feet representing a combined
gross investment of $430 million. Broadreach, formed in early 2002, is a
private equity firm founded by the former executive team of Spieker
Properties, Inc. (NYSE: SPK). Broadreach invested in the 1627 & 1675
Broadway Property through its discretionary real estate fund, BCRP Realty,
L.P. I ("BCRP I"), which indirectly holds a 50% interest in the 1625 &
1675 Borrower. Broadreach has raised $314 million of equity for investment
activity, which it expects will be focused on major markets in the western
United States.
B-55
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- --------------------------------------------------------------------------------
o ESCROWS. The 1625 & 1675 Broadway Loan documents provide for certain
escrows for real estate taxes and insurance. At closing, the 1625 & 1675
Borrower deposited $169,400 into a deferred maintenance reserve for the
payment of short term or immediate required repairs at the 1625 & 1675
Broadway Property. The 1625 & 1675 Broadway Borrower also caused letters
of credit in the aggregate amount of $4,617,238 to be posted at closing as
security relating to various tenant improvement, leasing commissions,
allowances and other leasing costs (collectively, "1625 & 1675 BROADWAY
LEASING COSTS") at the 1625 & 1675 Broadway Property as follows: (i)
$1,850,000 on account of specified Leasing Costs to be paid or incurred in
connection with the Westerngeco lease extension that was entered into
prior to January 10, 2006, such $1,850,000 to be reduced, and ultimately
released, as such costs are paid; (ii) $2,000,000 on account of 1625 &
1675 Broadway Leasing Costs for leasing after January 10, 2006, to be
reduced, and ultimately released, as such costs are paid; and (iii)
$767,238 (equivalent to $1.00 psf per year), provided in lieu of monthly
leasing reserve deposits for on-going 1625 & 1675 Broadway Leasing Costs.
The $767,238 amount described in clause (iii) is not subject to reduction
or release, and to the extent 1625 & 1675 Broadway Leasing Costs paid by
the 1625 & 1675 Broadway Borrower (over and above the initial $2,000,000
of such costs) aggregate to less than $767,238 multiplied by the number of
loan years elapsed, monthly leasing deposits (or at the 1625 & 1675
Broadway Borrower's option, an increased or additional letter of credit)
to make up for the deficiency may be required. In addition, the 1625 &
1675 Broadway Borrower is required to deposit $12,787 (equivalent to $0.20
psf per year) each month into a replacement reserve for ongoing capital
expenditures.
o LOCK BOX AND CASH MANAGEMENT. The 1625 & 1675 Broadway Loan requires a
hard lock box, which is already in place. The 1625 & 1675 Broadway Loan
documents require the 1625 & 1675 Broadway Borrower to direct tenants to
pay their rents directly to a lender controlled account. The loan
documents also require that all rents received by the 1625 & 1675 Broadway
Borrower or the property manager be deposited into the lender controlled
account (as well as any other rents, receipts, security deposits or
payments related to lease termination or default) within two business days
of receipt. On each regularly scheduled payment date, any amounts
remaining in the lender controlled account, after payment of debt service
and required reserves, are returned to the 1625 & 1675 Broadway Borrower,
unless an event of default is continuing or the debt service coverage
ratio is less than 1.05x for two consecutive quarters, in which case
excess cash flow, after funding an additional reserve to pay budgeted
operating expenses, will be swept (the "1625 & 1675 BROADWAY CASH SWEEP")
and held in a lender-controlled account as additional collateral for the
1625 & 1675 Broadway Loan, to be released when the debt service coverage
ratio increases above 1.05x and no event of default exists (in which event
the 1625 & 1675 Broadway Cash Sweep would terminate).
o PROPERTY MANAGEMENT. The property manager is Transwestern Property Company
Southwest, L.P., d/b/a Transwestern Commercial Services, a subsidiary of
Transwestern and an affiliate of the 1625 & 1675 Broadway Borrower. The
property management agreement has a one year term and is automatically
renewed on December 31st each year unless terminated by either party with
at least 30 days' written notice. If an event of default is continuing, if
the debt service ratio is less than 1.05x for two consecutive quarters, if
the property manager is in default under the management agreement beyond
any applicable notice and cure period, upon the gross negligence,
malfeasance or willful misconduct of the property manager, or a change in
control of the property management agent, the 1625 & 1675 Broadway
Borrower is required, at the request of the lender, to terminate the
management agreement and replace the property manager with an acceptable
replacement property manager. The contractual management fee is equal to
the greater of (i) 1.5% of collected gross revenues from the 1625 & 1675
Broadway Property and (ii) $2,000.00.
o MEZZANINE OR SUBORDINATE INDEBTEDNESS. There is currently no mezzanine
financing or subordinate indebtedness. The equity owners of 1625 & 1675
Broadway Borrower may obtain a mezzanine loan in the future so long as:
(i) the mezzanine loan is not secured by a lien on the 1625 & 1675
Broadway Property or any other collateral for the 1625 & 1675 Broadway
Loan (although the ownership interest in the 1625 & 1675 Broadway
Borrower, and/or interests in the upper tier owners of such ownership
interests, may be pledged as security for the mezzanine loan); (ii) the
1625 & 1675 Broadway Borrower does not have any liability for the
mezzanine loan or any liabilities or obligations under the mezzanine loan
documents; (iii) the value of the 1625 & 1675 Broadway Property value, as
determined by the lender based on a then current FIRREA appraisal
reasonably acceptable to lender, is sufficient to satisfy an aggregate
loan-to-value ratio (based on the aggregate
B-56
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- --------------------------------------------------------------------------------
balances of the 1625 & 1675 Broadway Loan and the mezzanine loan) not in
excess of 90%; (iv) the maturity date of the mezzanine loan is on or after
the maturity date of the 1625 & 1675 Broadway Loan; (v) the mezzanine loan
documents are in form and substance reasonably acceptable to the lender;
(vi) the lender has received confirmation that incurring the mezzanine
loan will not result in the downgrade, qualification or suspension of the
series 2006-GG6 certificates; and (vii) the holder of the mezzanine loan
has executed and delivered an intercreditor agreement in form and
substance reasonably acceptable to the lender.
o TERRORISM INSURANCE. The 1625 & 1675 Broadway Property is insured against
acts of terrorism as part of its "all-risk" property coverage. The 1625 &
1675 Broadway Loan documents require the 1625 & 1675 Broadway Borrower to
maintain terrorism insurance in an amount equal to 100% of the replacement
cost of the 1625 & 1675 Broadway Property, provided that such coverage is
available. See "Risk Factors--Property Insurance" in the prospectus
supplement.
B-57
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- --------------------------------------------------------------------------------
[PHOTOS OMITTED]
B-58
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[MAP OMITTED]
B-59
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PROPERTY INFORMATION
Number of Mortgaged Real Properties 14
Location (City/State) Las Vegas, Nevada
Property Type Flex Industrial
Size (sf) 703,603
Percentage Occupancy as of February 1, 2006 94.8%
Year Built 1986-1998
Appraisal Value $110,300,000
Underwritten Occupancy 95.0%
Underwritten Revenues $8,919,803
Underwritten Total Expenses $1,463,259
Underwritten Net Operating Income (NOI) $7,456,544
Underwritten Net Cash Flow (NCF) $7,078,566
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
MORTGAGE LOAN INFORMATION
Originator GCFP
Cut-off Date Principal Balance $84,000,000
Cut-off Date Principal Balance PSF/Unit $119.39
Percentage of Initial Mortgage Pool Balance 2.2%
Number of Mortgage Loans 1
Type of Security Fee Simple
Mortgage Rate 5.775%
Original Term to Maturity (Months) 60
Original Amortization Term (Months) 24 IO; 360 thereafter
Cut-off Date LTV Ratio 76.2%
LTV Ratio at Maturity 73.3%
Underwritten DSCR on NOI 1.26x
Underwritten DSCR on NCF 1.20x
- -------------------------------------------------------------------------------
o THE LOAN. The mortgage loan (the "HUGHES AIRPORT CENTER LOAN") is
evidenced by a single note and is secured by three first mortgages
encumbering fourteen flex industrial properties located in Las Vegas,
Nevada (the "HUGHES AIRPORT CENTER PROPERTIES"). The Hughes Airport Center
Loan represents approximately 2.2% of the initial mortgage pool balance.
The Hughes Airport Center Loan was originated on December 29, 2005, has an
original principal balance and a principal balance as of the cut-off date
of $84,000,000, and an interest rate of 5.775% per annum. The DSCR and LTV
on the Hughes Airport Center Loan are 1.20x and 76.2%, respectively. The
proceeds of the Hughes Airport Loan were used to acquire and recapitalize
the Hughes Airport Center Properties for approximately $105,000,000.
Including reserves, escrows and costs of approximately $3,100,000, the
borrower invested approximately $24,100,000 in the project at origination.
The Hughes Airport Center Loan has an initial term of 60 months and a
remaining term of 58 months. The loan requires payments of interest only
for 24 months and amortizes thereafter based on a 360-month amortization
schedule, with required monthly payments of $491,536.06 beginning February
6, 2008. The scheduled maturity date is January 6, 2011. Voluntary
prepayment of the Hughes Airport Center Loan is prohibited prior to the
payment date of October 6, 2010 and permitted on such payment date and
thereafter without penalty. Defeasance with United States government
securities or certain other obligations backed by the full faith and
credit of the United States of America is permitted from April 6, 2008
(the "HUGHES AIRPORT CENTER INITIAL DEFEASANCE DATE").
o THE PROPERTIES. The Hughes Airport Center Properties consist of fourteen
flex industrial buildings, separated into three pools (each, a "HUGHES
PROPERTY POOL" and separately the "HUGHES PROPERTY POOL A", THE "HUGHES
PROPERTY POOL B" and the "HUGHES PROPERTY POOL C"), as described below.
The following table presents certain information relating to the Hughes
Airport Center Properties:
B-60
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ALLOCATED LOAN FEBRUARY 2006
PROPERTY NAME LOCATION AMOUNT SIZE (SF) YEAR BUILT OCCUPANCY
- ---------------------------- ----------------- --------------- --------- ---------- -------------
711 Pilot Road Las Vegas, Nevada $ 7,280,000 75,886 1995 100.00%
731 Pilot Road Las Vegas, Nevada 6,190,000 64,535 1995 100.00%
751 Pilot Road Las Vegas, Nevada 4,530,000 47,235 1995 100.00%
---------------------------- -------------
HUGHES PROPERTY POOL A TOTAL $18,000,000 187,656 100.00%
823 Pilot Road Las Vegas, Nevada $ 5,620,000 62,860 1994 100.00%
815 Pilot Road Las Vegas, Nevada 4,920,000 55,005 1994 100.00%
839 Pilot Road Las Vegas, Nevada 4,220,000 47,210 1994 100.00%
831 Pilot Road Las Vegas, Nevada 3,140,000 35,073 1994 100.00%
--------------------------- -------------
HUGHES PROPERTY POOL B TOTAL $17,900,000 200,148 100.00%
750 Pilot Road Las Vegas, Nevada $ 8,590,000 56,416 1998 35.20%
770 Pilot Road Las Vegas, Nevada 8,100,000 53,178 1998 100.00%
680 Pilot Road Las Vegas, Nevada 7,760,000 50,950 1997 100.00%
420 Pilot Road Las Vegas, Nevada 7,700,000 50,536 1996 100.00%
600 Pilot Road Las Vegas, Nevada 5,720,000 37,526 1997 100.00%
500 Pilot Road Las Vegas, Nevada 5,250,000 34,493 1996 100.00%
6600 Bermuda Road Las Vegas, Nevada 4,980,000 32,700 1986 100.00%
--------------------------- -------------
HUGHES PROPERTY POOL C TOTAL $48,100,000 315,799 88.42%
--------------------------- -------------
TOTAL/WTD. AVG. $84,000,000 703,603 94.80%
HUGHES PROPERTY POOL A
711 Pilot Road is a 75,886 sf one-story concrete tilt-up structure
constructed in 1995. As of November 1, 2005, the property was 100%
occupied by five tenants. The three largest tenants at the property are:
Corporate Express, Inc., D A/V Inc., and KB Homes representing 24,133 sf,
18,305 sf, and 12,212 sf, respectively. Corporate Express Inc. is a
business to business supplier of office and computer products. Corporate
Express Inc. is a whole owned subsidiary of Buhrmann NV (NYSE: BUH), which
had a market capitalization of $2.8 billion as of January 31, 2006. D A/V
Inc. is a video production, audio visual rental and event production
company. KB Homes engages in the design, construction and sale of homes in
Nevada.
731 Pilot Road is a 64,535 sf one-story concrete tilt-up structure
constructed in 1995. As of November 1, 2005, the property was 100%
occupied by five tenants. The three largest tenants at the property are:
Converse Professional Group, Builders Showcase, and Cyberscan Technology
representing 20,854 sf, 18,947 sf and 9,031 sf, respectively. Converse
Professional Group is a geotechnical engineering and environmental science
consulting firm, headquartered in Southern California. Builders Showcase
is a supplier of floor covers to homebuilders based out of San Diego,
California. Cyberscan Technology distributes electronic gaming systems to
casinos, lotteries and betting operations worldwide.
751 Pilot Road is a 47,235 sf one-story concrete tilt-up structure
constructed in 1995. As of November 1, 2005, the property was 100%
occupied by a single tenant, SigmaTron International (NASDAQ: SGMA), under
a lease expiring in October 2009. SigmaTron International manufactures
printed circuit board and assembled electronic products and had a market
capitalization of $43.9 million, as of January 31, 2006.
HUGHES PROPERTY POOL B
823 Pilot Road is a 62,860 sf one-story concrete tilt-up structure
constructed in 1994. As of November 1, 2005, the property was fully
occupied by two tenants, International Gaming Technologies Inc. (NYSE:
IGT) ("IGT") and Option One Mortgage representing 42,841 sf and 20,019 sf,
respectively. IGT is a leading supplier of microprocessor-based gaming
devices, including video poker and slot machines and had a market
capitalization of $12.06 billion, as of January 31, 2006. Option One
Mortgage is a mortgage banking firm involved in the origination, purchase,
sale and servicing of residential mortgages and a subsidiary of H&R Block
(NYSE: HRB), which had a market capitalization of $8.01 billion as of
January 31, 2006.
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815 Pilot Road is a 55,005 sf one-story concrete tilt-up structure
constructed in 1994. As of November 1, 2005, the property was 100%
occupied by five tenants. The three largest tenants at the property are:
IGT, Leco Corporation, and Richardson Partnership representing 32,411 sf,
10,163 sf and 5,727 sf, respectively. Leco Corporation manufactures
products such as microscopes and image analysis systems. Richardson
Partnership is a Las Vegas architectural and design firm.
839 Pilot Road is a 47,210 sf one-story concrete tilt-up structure
constructed in 1994. As of November 1, 2005, the property was 100%
occupied by two tenants, Franklin Machine Products and IGT representing
24,344 sf and 22,866 sf, respectively. Franklin Machine Products
manufactures parts and accessories for the foodservice industry.
831 Pilot Road is a 35,073 sf one-story concrete tilt-up structure
constructed in 1994. As of November 1, 2005, the property was 100%
occupied by a single tenant, IGT under a lease expiring in July 2007.
HUGHES PROPERTY POOL C
750 Pilot Road is a 56,416 sf one-story concrete tilt-up structure
constructed in 1998. As of November 1, 2005, the property was 35.2%
occupied by a single tenant, Lillian Vernon Corp., under a lease expiring
in March 2010. Lillian Vernan Corp., is national catalog and online
retailer that markets gifts, houseware, gardening, seasonal and children's
products.
770 Pilot Road is a 53,178 sf one-story concrete tilt-up structure
constructed in 1998. As of November 1, 2005, the property was 100%
occupied by five tenants. The three largest tenants at the property are:
FCC National Bank, EB Catalog Company, and CHSI of Nevada representing
24,925 sf, 12,172 sf and 10,353 sf, respectively. FCC National Bank is a
subsidiary of JP Morgan Chase (NYSE: JPM). As of January 31, 2006 JP
Morgan Chase had a market capitalization of $139.03 billion. EB Catalog
Company is a subsidiary of Electronics Boutique, a retailer of electronic
gaming technology. CHSI of Nevada provides consulting, business management
and alternative risk financing services to corporate clients.
680 Pilot Road is a 50,950 sf one-story concrete tilt-up structure
constructed in 1997. As of November 1, 2005, the property was 100%
occupied by three tenants, Wynn Design & Development, IKON Office
Solutions and Anita Brooks Design Associates representing 25,086 sf,
17,819 sf and 8,045 sf, respectively. Wynn Design & Development is a full
service website design firm targeting small and medium-sized
organizations. IKON Office Solutions (NYSE: IKN) is an integrated imaging
systems and service provider for copier and printer technologies. As of
January 31, 2006, IKON Office Solution had a market capitalization of
$1.57 billion. Anita Brooks Design Associates is a Las Vegas architecture
and design firm.
420 Pilot Road is a 50,536 sf one-story concrete tilt-up structure
constructed in 1996. As of November 1, 2005, the property was 100%
occupied by a single tenant, ClientLogic Corp under a lease expiring
November 2007. ClientLogic Corp., is an international provider of
integrated customer management solutions, including customer contact,
fulfillment and marketing services.
600 Pilot Road is a 37,526 sf one-story concrete tilt-up structure
constructed in 1997. As of November 1, 2005, the property was 100%
occupied by two tenants, United Coin Machine Company and First Performance
Recovery Corp. representing 23,818 sf and 13,708 sf, respectively. United
Coin Machine Company is an operator of slot machines and slot clubs in
Nevada. First Performance Recovery Corp. is a debt management and
collection servicer.
500 Pilot Road is a 34,493 sf one-story concrete tilt-up structure
constructed in 1996. As of November 1, 2005, the property was 100%
occupied by three tenants, William Lyon Homes, Entravision Communications
Corp., and Lucchesi, Galati Architects Inc. representing 16,048 sf, 11,680
sf and 6,675 sf, respectively. William Lyon Homes engages in the design,
construction and sale of single family detached homes in California,
Arizona and Nevada. Entravision Communications Corp is a diversified
Spanish-language media company with interests in television, radio and
outdoor advertising. Lucchesi, Galati Architects Inc. is a provider of
architectural design services.
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6600 Bermuda Road is a 32,700 sf one-story concrete tilt-up structure
constructed in 1986. As of November 1, 2005, the property was 100%
occupied by two tenants, ClientLogic Corp. and Systems Research
representing 17,493 sf and 15,027 sf, respectively. Systems Research
specializes in designing identity resolution technology and is a
subsidiary of IBM (NYSE: IBM), which had a market capitalization of
$128.41 billion as of January 31, 2006.
The following table presents certain information relating to the lease
rollover schedule at Hughes Airport Center Properties:
LEASE EXPIRATION SCHEDULE(1)
- ---------------------------------------------------------------------------------------------------------
% OF TOTAL ANNUALIZED
ANNUALIZED ANNUALIZED UNDERWRITTEN
YEAR ENDING % OF TOTAL CUMULATIVE UNDERWRITTEN UNDERWRITTEN BASE RENT
DECEMBER 31, EXPIRING NRSF NRSF OF TOTAL NRSF BASE RENT ($) BASE RENT ($ PER NRSF)
- -------------- ------------- ---------- ------------- ------------- ------------ ------------
2006 3,025 0.4% 0.4% $ 36,585 0.5% $12.09
2007 286,125 40.7 41.1% 2,897,128 40.9 $10.13
2008 44,237 6.3 47.4% 546,201 7.7 $12.35
2009 241,401 34.3 81.7% 2,321,365 32.8 $9.62
2010 42,896 6.1 87.8% 651,194 9.2 $15.18
2011 26,779 3.8 91.6% 316,601 4.5 $11.82
2012 8,848 1.3 92.9% 114,670 1.6 $12.96
2013 0 0.0 92.9% 0 0.0 $0.00
2014 13,708 1.9 94.8% 199,928 2.8 $14.58
2015 0 0.0 94.8% 0 0.0 $0.00
2016 0 0.0 94.8% 0 0.0 $0.00
Vacant 36,583 5.2 100.0%
--------------------------------------------------------------------------------------
TOTAL/WTD. AVG. 703,603 100.0% $7,083,673 100.0% $10.62
- ---------------------------------------------------------------------------------------------------------
___________________
(1) Calculated based on approximate square footage occupied by each tenant.
o THE BORROWER. The borrower is CIP Airport Industrial/Flex Portfolio, LLC
("HUGHES AIRPORT CENTER BORROWER"), a special purpose, bankruptcy-remote
entity with an independent director. Legal counsel to the Hughes Airport
Center Borrower delivered a non-consolidation opinion in connection with
the origination of the Hughes Airport Center Loan. The sponsors of the
Hughes Airport Center Borrower are CIP Portfolio Manager, LLC and Buchanan
Urban Investors II, LLC. CIP Portfolio Manager, LLC is owned and
controlled by the principals of CIP Real Estate ("CIP"), a real estate
investment company based in Irvine, California, specializing in the
acquisition, development, repositioning and management of office, business
and industrial parks throughout Southern California and Nevada. With its
partners, CIP has acquired approximately 3 million square feet of office,
business and industrial parks valued at more than $300 million. The
principals of CIP, Charles McKenna, Eric Smyth and Robert Strom, have a
combined 50 years of real estate ownership and management experience.
Buchanan Urban Investors II, LLC is a fund sponsored by Buchanan Street
Partners, a real estate investment bank that specializes in providing
capital for property owners and developers. The firm makes principal
equity investments for real estate on behalf of funds managed by Buchanan
Street Partners, arranges debt and structured finance, manages investments
for institutional and private accounts, and offers investment sale
brokerage services. CalPERS, the nation's largest pension fund with $9.4
billion in real estate assets, provided 96.0% of the equity in the
Buchanan Urban Investors II fund. The principals of CIP, Charles McKenna,
Eric Smyth and Robert Strom are the non-recourse carve-out guarantors for
the Hughes Airport Center Loan. At the Hughes Airport Loan closing, the
sponsors invested approximately $24,100,000 in cash equity in the Hughes
Airport Center Properties.
o RELEASE OF COLLATERAL. The Hughes Airport Center Loan permits the release
of all (but not less than all) of the Hughes Airport Center Properties in
Hughes Property Pool A or Hughes Property Pool B or Hughes Property Pool C
after the Hughes Airport Center Initial Defeasance Date, subject to the
satisfaction of certain conditions, including: (i) the delivery of
defeasance collateral in an amount equal to 125% of the allocated loan
amount for the Hughes Property Pool being released, (ii) after giving
effect to such release and defeasance, the DSCR (calculated using the
actual net cash flow and the actual debt service) for the Hughes Property
Pool(s) then remaining subject to the Hughes Airport Center Loan will be
no less than 1.20x, (iii) no event of default then existing and (iv) other
standard conditions as specified in the related loan documents.
B-63
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o ESCROWS. The Hughes Airport Center Loan documents provide for certain
escrows for real estate taxes and insurance. At closing, the Hughes
Airport Center Borrower deposited $390,191 (equivalent to $0.55 psf) into
a general rollover reserve for the payment of tenant improvement and
leasing commissions costs associated with new or renewal tenants at the
Hughes Airport Center Properties and is required to deposit $43,975 on a
monthly basis (equivalent to $0.75 psf per year). Additionally, the Hughes
Airport Center Borrower deposited $1.6 million (equivalent to $12.01 psf)
into a special rollover reserve for the payment of tenant improvement and
leasing commissions costs associated with new or renewal of the
International Gaming Technologies tenant space, as this tenant occupies
approximately 18.9% of the rentable area of the Hughes Airport Center
Properties with lease expiration dates in July and December 2007. In the
event that the aggregate funds on deposit in the general rollover reserve
and the special rollover reserve are less than (x) $1,600,000 less (y) the
product of the aggregate square footage of all International Gaming
Technology space which has been renewed or retenanted multiplied by $12,
and such deficiency continues for three consecutive months, then cash flow
in excess of operating expenses, regular reserves and debt service will be
deposited into the special rollover reserve account until such deficiency
is cured. In addition, the Hughes Airport Center Borrower is required to
deposit $8,795 (equivalent to $0.15 psf per year) each month into a
replacement reserve for ongoing capital expenditures.
o LOCK BOX AND CASH MANAGEMENT. The Hughes Airport Center Loan requires a
hard lock box, which is already in place. The loan documents require the
Hughes Airport Center Borrower to direct all tenants to transmit their
rents directly into a lockbox account. In addition, all rents received by
the Hughes Airport Center Borrower or the property manager must be
deposited within one business day into the lockbox account. Funds on
deposit in the lockbox account are then swept on a daily basis into a
borrower-controlled account, unless a Hughes Airport Center Cash
Management Period is in effect. During a Hughes Airport Center Cash
Management Period, all funds on deposit in the lockbox account are swept
on a daily basis to a cash management account under the control of the
lender. A "HUGHES AIRPORT CENTER CASH MANAGEMENT PERIOD" is a period
during which (i) an event of default (as defined in the loan documents) is
continuing, until such event of default is cured, or (ii) or the DSCR with
respect to any calendar quarter is less than 1.05x (based on the actual
net operating income of the Hughes Airport Center Properties and actual
debt service for that period) (a "HUGHES AIRPORT CENTER DSCR CASH
MANAGEMENT PERIOD"), until the underwritten DSCR is at least 1.05x for at
two consecutive calendar quarters. During the continuance of a Hughes
Airport Center Cash Management Period, all available cash after payment of
debt service, operating expenses and required reserves is required to be
deposited into a lender-controlled account and held as additional cash
collateral for the Hughes Airport Center Loan and may be applied to prepay
the Hughes Airport Center Loan during the continuance of an event of
default. Additionally, if a Hughes Airport Center DSCR Cash Management
Period is continuing for three consecutive calendar quarters, lender may
use the additional cash collateral to purchase defeasance eligible
collateral and apply the proceeds of such collateral towards a partial
defeasance of the Hughes Airport Center Loan.
o PROPERTY MANAGEMENT. CIP Real Estate Property Services, a subsidiary of
CIP and an affiliate of the Hughes Airport Center Borrower, is the
property manager for all of the Hughes Airport Center Properties. The
property manager receives a management fee on the Hughes Airport Center
Properties equal to 3.0% of the gross revenue. The lender may require the
Hughes Airport Center Borrower to terminate the property manager following
one or more of the following events: (i) the Hughes Airport Center
Borrower fails to maintain a DSCR (based on the actual net operating
income of the Hughes Airport Center Properties and actual debt service for
that period) of at least 1.05x for two consecutive calendar quarters or
(ii) an event of default (as defined in the loan documents) shall be
continuing, or (iii) the property manager is in default under the related
management agreement, or (iv) upon the gross negligence, malfeasance or
willful misconduct of the property manager.
o MEZZANINE OR SUBORDINATE INDEBTEDNESS. Not permitted.
o TERRORISM INSURANCE. The Hughes Airport Center Properties are insured
against acts of terrorism as part of their "all-risk" property coverage.
The Hughes Airport Center Loan documents require the Hughes Airport Center
Borrower to maintain terrorism insurance in an amount equal to 100% of the
replacement cost of the Hughes Airport Center Properties, provided that
such coverage is available. In the event that coverage for terrorism is
not included as part of the "all risk" property policy, the Hughes Airport
Center Borrower will,
B-64
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TEN LARGEST MORTGAGE LOANS - HUGHES AIRPORT PORTFOLIO
- --------------------------------------------------------------------------------
nevertheless be required to obtain coverage for terrorism (in the form of
stand alone coverage) to the extent available, in an amount equal to 100%
of the replacement cost of the Hughes Airport Center Properties. See "Risk
Factors--Property Insurance" in the prospectus supplement.
B-65
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CONTROL LOAN LOAN MORTGAGE
NUMBER FOOTNOTES GROUP NUMBERS LOAN SELLER PROPERTY NAME
- ------------------------------------------------------------------------------------------------------------------------------------
1 Group 1 00-1001174 GSMC Northlake Mall
2 2 GROUP 1 00-1001155 GSMC JQH HOTEL PORTFOLIO D
2.01 Group 1 00-1001155-1 Omaha Embassy Suites
2.02 Group 1 00-1001155-2 Little Rock Embassy Suites
2.03 Group 1 00-1001155-3 Greensboro Embassy Suites
2.04 Group 1 00-1001155-4 Greenville Embassy Suites
2.05 Group 1 00-1001155-5 Albuquerque Marriott
2.06 Group 1 00-1001155-6 Des Moines Embassy Suites
2.07 Group 1 00-1001155-7 Davenport Radisson
2.08 Group 1 00-1001155-8 Mesquite Hampton Inn & Suites
2.09 Group 1 00-1001155-9 Kansas City Homewood Suites
3 GROUP 1 04-0211 GCFP WINDSOR CAPITAL EMBASSY SUITES PORTFOLIO
3.01 Group 1 04-0211 Embassy Suites - Bellevue
3.02 Group 1 04-0211 Embassy Suites - Lynnwood
3.03 Group 1 04-0211 Embassy Suites - Tigard
3.04 Group 1 04-0211 Embassy Suites - Blue Ash
3.05 Group 1 04-0211 Embassy Suites - Livonia
3.06 Group 1 04-0211 Embassy Suites - Colorado Springs
3.07 Group 1 04-0211 Embassy Suites - El Paso
3.08 Group 1 04-0211 Embassy Suites - Denver
4 3 GROUP 2 05-0650 GCFP MARYLAND MULTIFAMILY PORTFOLIO
4.01 Group 2 05-0650 Commons at White Marsh Apartments
4.02 Group 2 05-0650 Highland Village Townhomes
4.03 Group 2 05-0650 Harbor Point Estates
4.04 Group 2 05-0650 Dutch Village Townhomes
4.05 Group 2 05-0650 Whispering Woods Townhomes
4.06 Group 2 05-0650 Fontana Village Townhomes
4.07 Group 2 05-0650 Riverview Townhomes
4.08 Group 2 05-0650 Hamilton Manor
4.09 Group 2 05-0650 Cove Village Apartments
5 Group 1 05-1343 GCFP One Commerce Square
- ------------------------------------------------------------------------------------------------------------------------------------
6 4, 5 Group 1 00-1001158/59 GSMC/Commerzbank The Shops at LaCantera
7 Group 1 00-1001162/63 GSMC/Commerzbank Whalers Village
8 GROUP 1 05-1007 GCFP COPT PORTFOLIO
8.01 Group 1 05-1007 134 National Business Parkway
8.02 Group 1 05-1007 870-880 Elkridge Landing
8.03 Group 1 05-1007 6940 Columbia Gateway Drive
8.04 Group 1 05-1007 7000 Columbia Gateway Drive
8.05 Group 1 05-1007 8621 Robert Fulton Drive
8.06 Group 1 05-1007 8671 Robert Fulton Drive
8.07 Group 1 05-1007 7320 Parkway Drive
8.08 Group 1 05-1007 8661 Robert Fulton Drive
9 Group 1 05-1465 GCFP 1625 & 1675 Broadway
10 GROUP 1 05-1486 GCFP HUGHES AIRPORT CENTER PORTFOLIO
10.01 Group 1 05-1486 750 Pilot Road
10.02 Group 1 05-1486 770 Pilot Road
10.03 Group 1 05-1486 680 Pilot Road
10.04 Group 1 05-1486 420 Pilot Road
10.05 Group 1 05-1486 711 Pilot Road
10.06 Group 1 05-1486 731 Pilot Road
10.07 Group 1 05-1486 600 Pilot Road
10.08 Group 1 05-1486 823 Pilot Road
10.09 Group 1 05-1486 500 Pilot Road
10.10 Group 1 05-1486 6600 Bermuda Road
10.11 Group 1 05-1486 815 Pilot Road
10.12 Group 1 05-1486 751 Pilot Road
10.13 Group 1 05-1486 839 Pilot Road
10.14 Group 1 05-1486 831 Pilot Road
- ------------------------------------------------------------------------------------------------------------------------------------
11 GROUP 1 05-1163 GCFP SHOWPLACE PORTFOLIO
11.01 Group 1 05-1163 Showplace
11.02 Group 1 05-1163 Hamilton Properties
11.03 Group 1 05-1163 101 South Main Street
12 Group 1 05-1230 GCFP Hock Plaza
13 Group 1 05-1057 GCFP Met Park East
14 5, 6 Group 1 05-1237 GCFP Millennium in Midtown
15 7 Group 1 09-0002223 GSMC The Watergate
- ------------------------------------------------------------------------------------------------------------------------------------
16 Group 1 05-1055 GCFP Park Place
17 5 GROUP 1 05-1340 GCFP SILVERCREEK PORTFOLIO PHASE I
17.01 Group 1 05-1340 173 Tovera Road
17.02 Group 1 05-1340 3540 W Sunshine Street
17.03 Group 1 05-1340 1330 Providence Center Drive
17.04 Group 1 05-1340 503 South Dunlap Road
17.05 Group 1 05-1340 1151 Ryans Road
17.06 Group 1 05-1340 627 12th Ave NE
17.07 Group 1 05-1340 3410 Avenue I
17.08 Group 1 05-1340 1749 Main Street
17.09 Group 1 05-1340 355 South Willowbrook Road
17.10 Group 1 05-1340 1867 - 1896 US Hwy 82 West
17.11 Group 1 05-1340 2474 - 2488 East Wabash
17.12 Group 1 05-1340 1625 - 1633 North Michigan
17.13 Group 1 05-1340 1748 - 1752 Indianapolis
17.14 Group 1 05-1340 3202 Belt Highway
17.15 Group 1 05-1340 201 E Leota Street
17.16 Group 1 05-1340 2216 - 2224 Cassopolis
17.17 Group 1 05-1340 350 - 354 Hoke Street
17.18 Group 1 05-1340 1220 N 200 West
17.19 Group 1 05-1340 354 East Chicago St
17.20 Group 1 05-1340 12547 State Road 143
17.21 Group 1 05-1340 3697 Portage Road
17.22 Group 1 05-1340 2020 - 2040 North Main Street
17.23 Group 1 05-1340 200 Production Drive
17.24 Group 1 05-1340 12950 Willow Centre Drive
17.25 Group 1 05-1340 1651 - 1659 Highway 10 West
17.26 Group 1 05-1340 1319 Holden Street
17.27 Group 1 05-1340 102 - 106 Peter Pan Road
17.28 Group 1 05-1340 1212 - 1314 Independence Street
17.29 Group 1 05-1340 5615 - 5623 E Arrowhead Parkway
17.30 Group 1 05-1340 224 East McCoy Street
17.31 Group 1 05-1340 1400 North Wayne Street
17.32 Group 1 05-1340 1350 - 1358 South Centerville
17.33 Group 1 05-1340 1110 West Broadway
17.34 Group 1 05-1340 3005 Wiley Boulevard SW
17.35 Group 1 05-1340 1100 North Barlow Road
17.36 Group 1 05-1340 2520 - 2532 Walton Boulevard
17.37 Group 1 05-1340 114 - 130 South Centerville Road
18 GROUP 1 05-1016 GCFP SEALY INDUSTRIAL PORTFOLIO II
18.01 Group 1 05-1016 Mustang Creek I & II
18.02 Group 1 05-1016 310 James Drive East
18.03 Group 1 05-1016 1725 Hayden Road
18.04 Group 1 05-1016 1720 Hayden Road
18.05 Group 1 05-1016 2506-2515 Willowbrook Road
18.06 Group 1 05-1016 27 Leigh Fisher/20 Founders
18.07 Group 1 05-1016 1631-1637 Terre Colony Court
18.08 Group 1 05-1016 21 Leigh Fisher Boulevard
18.09 Group 1 05-1016 4849 Groveport Road
18.10 Group 1 05-1016 40 Walter Jones Boulevard
18.11 Group 1 05-1016 600 London Road
18.12 Group 1 05-1016 19 Butterfield Trails
18.13 Group 1 05-1016 27 Concord Street
19 Group 1 05-0701 GCFP Reid Murdoch Center
20 2, 3 GROUP 1 00-1001152 GSMC JQH HOTEL PORTFOLIO B3
20.01 Group 1 GS-3-1 Dallas Embassy Suites
20.02 Group 1 GS-3-2 Sacramento Holiday Inn
20.03 Group 1 GS-3-3 Charlotte Renaissance
20.04 Group 1 GS-3-4 Montgomery Embassy Suites
20.05 Group 1 GS-3-5 Columbia Embassy Suites
20.06 Group 1 GS-3-6 Jefferson City Capitol Plaza
20.07 Group 1 GS-3-7 Coral Springs Marriott
20.08 Group 1 GS-3-8 Cedar Rapids Marriott
- ------------------------------------------------------------------------------------------------------------------------------------
21 8 Group 1 05-1192 GCFP Atrium at Empire Lakes
22 Group 1 09-0002245 GSMC Market Street at DC Ranch
23 8 Group 1 05-1294 GCFP Hilton DFW
24 Group 1 09-0002326 GSMC Shoppes at Woodruff
25 Group 1 09-0002325 GSMC Surfside Commons
26 Group 1 09-0002324 GSMC East Towne Center
27 Group 1 09-0002323 GSMC Plantation Plaza
28 Group 1 09-0002322 GSMC Sussex Plaza
29 Group 1 09-0002321 GSMC Smithfield Plaza
30 Group 1 09-0002319 GSMC River Bend Shops
31 Group 1 09-0002320 GSMC East Town Plaza
32 Group 1 09-0002318 GSMC Taylorsville
- ------------------------------------------------------------------------------------------------------------------------------------
33 Group 1 05-1291 GCFP Westland Promenade
34 Group 1 09-0002100 GSMC Murrieta Spectrum
35 Group 1 09-0002244 GSMC Woodglen Office Park
36 Group 1 05-1409 GCFP Gateway 801
37 GROUP 2 05-1177 GCFP OAKWOOD VISTA/PARKWAY VISTA
37.01 Group 2 05-1177 Oakwood Vista
37.02 Group 2 05-1177 Parkway Vista
- ------------------------------------------------------------------------------------------------------------------------------------
38 Group 1 05-0781 GCFP 1733 Ocean Avenue
39 Group 1 09-0002197 GSMC The Pavilion
40 Group 1 05-1478 GCFP Saxon Woods
41 7 Group 1 09-0002198 GSMC Independence Market Place
42 8, 9 Group 2 05-0958 GCFP Villa Toscana
- ------------------------------------------------------------------------------------------------------------------------------------
43 Group 1 09-0002293 GSMC Round Hill Shopping Center
44 Group 1 09-0002268 GSMC Century Centre II
45 GROUP 1 05-1411 GCFP HAWAII AIRPORT HOTELS
45.01 Group 1 05-1411 Best Western Plaza
45.02 Group 1 05-1411 Honolulu Airport Hotel
46 3 GROUP 1 05-0683 GCFP SHANER HOTEL PORTFOLIO
46.01 Group 1 05-0683 Newport Harbor Hotel
46.02 Group 1 05-0683 Pittsburgh Marriott City Center
46.03 Group 1 05-0683 Jacksonville Holiday Inn Sunspree
46.04 Group 1 05-0683 Cromwell Crowne Plaza
46.05 Group 1 05-0683 Edina Residence Inn
46.06 Group 1 05-0683 Chattanooga Marriot Hotel
46.07 Group 1 05-0683 Durham Marriott Civic Center
46.08 Group 1 05-0683 Paramus Crowne Plaza
46.09 Group 1 05-0683 Charleston Holiday Inn Express
46.10 Group 1 05-0683 Shreveport Holiday Inn
46.11 Group 1 05-0683 Augusta Holiday Inn
47 GROUP 1 05-0964 GCFP OCEAN VIEW / HASEKO
47.01 Group 1 05-0964 Ocean View Center
47.02 Group 1 05-0964 Haseko Center
- ------------------------------------------------------------------------------------------------------------------------------------
48 Group 1 05-1252 GCFP The Crescent
49 7 Group 2 09-0002211 GSMC Alderbrook Apartments
50 Group 2 09-0002212 GSMC Summit Apartments
51 Group 1 09-0002259 GSMC Ocean City Factory Outlets
52 Group 1 09-0002274 GSMC Wegmans Food Market
- ------------------------------------------------------------------------------------------------------------------------------------
53 5 Group 1 05-0144 GCFP Manchester Parkade
54 Group 1 05-1032 GCFP Hoffman Village
55 Group 1 05-0474 GCFP Nordhoff Industrial Complex
56 Group 1 05-1191 GCFP Village Center on Seven
57 Group 1 09-0002243 GSMC EPR - Hamilton
- ------------------------------------------------------------------------------------------------------------------------------------
58 8 Group 1 05-1193 GCFP 5751-5771 Copley Drive
59 8 Group 1 09-0002215 GSMC Sun Tech Commerce Park
60 Group 1 05-1216 GCFP Coral Springs Financial Plaza
61 Group 1 09-0002283 GSMC Century Centre I
62 8 Group 1 09-0002234 GSMC Arvida Park of Commerce (3-4-5)
- ------------------------------------------------------------------------------------------------------------------------------------
63 Group 1 05-1366 GCFP MacArthur Towne Center
64 Group 1 09-0002241 GSMC EPR - Deer Valley
65 Group 1 09-0002237 GSMC EPR - Boise
66 Group 1 05-0976 GCFP Courtyard Marriott Dadeland
67 Group 1 05-1272 GCFP 40-42 Old Ridgebury
- ------------------------------------------------------------------------------------------------------------------------------------
68 8 Group 1 09-0002200 GSMC Matthews Corner
69 Group 1 05-1312 GCFP Pearlridge Shopping Center
70 Group 1 05-1412 GCFP Bridgewater Hills Corporate Center
71 Group 1 09-0002199 GSMC Market at Cedar Hill
72 Group 2 05-1233 GCFP Monte Bello Apartments (Partridge Pointe)
- ------------------------------------------------------------------------------------------------------------------------------------
73 Group 1 05-1502 GCFP First Insurance Bank
74 Group 1 05-1363 GCFP Balentine Park
75 Group 1 05-1245 GCFP Hilton Garden Inn Tampa
76 Group 1 05-1208 GCFP Executive Plaza
77 2 Group 1 09-0002175 GSMC The Shops at Falcon Landing
- ------------------------------------------------------------------------------------------------------------------------------------
78 Group 1 05-1176 GCFP Pacesetter Shopping Center
79 Group 1 05-1335 GCFP 25025 North Freeway
80 Group 1 05-0594 GCFP Shaw's Supermarket- Bridgeport
81 Group 1 05-1006 GCFP Goodman Theater
82 Group 1 06-0009 GCFP Village Portico
83 Group 1 05-1468 GCFP Brickell Marketplace
- ------------------------------------------------------------------------------------------------------------------------------------
84 Group 1 05-0479 GCFP Fairfield Inn & Suites - Virginia Beach, VA
85 Group 2 09-0002216 GSMC Hillmoor Apartments
86 GROUP 1 05-1278 GCFP SHREVE STORAGE PORTFOLIO
86.01 Group 1 05-1278 University Self Storage
86.02 Group 1 05-1278 Shreve City Self Storage
86.03 Group 1 05-1278 Stowaway Personal Storage
86.04 Group 1 05-1278 Crossroads Self Storage
86.05 Group 1 05-1278 Line Avenue Self Storage
87 Group 1 09-0002238 GSMC EPR - Pompano
88 Group 1 09-0002240 GSMC EPR - Little Rock
- ------------------------------------------------------------------------------------------------------------------------------------
89 Group 1 09-0002264 GSMC Sudley Tower
90 7 Group 1 09-0002249 GSMC Santa Clarita Marketplace
91 Group 1 05-1358 GCFP Tribune Tower
92 7, 8 Group 1 09-0002260 GSMC Sawmill Square Shopping Center
93 Group 1 09-0002190 GSMC Founders Marketplace
- ------------------------------------------------------------------------------------------------------------------------------------
94 Group 1 05-1033 GCFP 313 Washington Street
95 Group 1 05-1434 GCFP Century Springs East
96 Group 1 05-1435 GCFP Century Springs West
97 GROUP 1 05-0944 GCFP DRIVE TIME PORTFOLIO
97.01 Group 1 05-0944 Home Office
97.02 Group 1 05-0944 Gilbert Servicing Center
98 7 Group 1 09-0002122 GSMC Sunset Plaza
- ------------------------------------------------------------------------------------------------------------------------------------
99 Group 1 09-0002227 GSMC Parkway 109 Office Center
100 GROUP 1 05-1200 GCFP VERIZON NEW ENGLAND TELEPHONE
100.01 Group 1 05-1200 Verizon Andover
100.02 Group 1 05-1200 Verizon South Burlington
101 7 Group 1 09-0002229 GSMC East Broad Street Large Retail
102 Group 1 09-0002148 GSMC Golden Mile Marketplace
103 Group 1 09-0002231 GSMC Cherry Creek Center
- ------------------------------------------------------------------------------------------------------------------------------------
104 Group 1 09-0002248 GSMC Tenth & Pearl Street
105 Group 1 05-1319 GCFP Dorsey Business Center
106 Group 1 09-0002221 GSMC Michigan Orthopedic Center
107 8 Group 1 05-1128 GCFP Boynton Beach LA Fitness
108 Group 1 09-0002281 GSMC Lone Tree Retail Center
- ------------------------------------------------------------------------------------------------------------------------------------
109 GROUP 1 09-0002242 GSMC ADVANTAGE PLACE PORTFOLIO
109.01 Group 1 09-0002242-1 Regency Business Park
109.02 Group 1 09-0002242-2 Advantage Place
110 5 Group 2 09-0002246 GSMC Stones River Apartments
111 Group 1 05-1334 GCFP Southwood Tower
112 7 Group 1 09-0002225 GSMC Shoppes at Rita Ranch
113 Group 1 05-1464 GCFP Boardwalk Inn & Suites
- ------------------------------------------------------------------------------------------------------------------------------------
114 Group 2 05-1503 GCFP Wellington Park Apartments
115 Group 1 05-1043 GCFP Hampton Inn - Portland, OR
116 Group 2 05-1504 GCFP Pine Oaks Apartments
117 Group 1 05-1248 GCFP Brookwood Inn
118 GROUP 1 05-1292 GCFP TBC CORP PORTFOLIO II
118.01 Group 1 05-1292 National Tire & Battery Pearland
118.02 Group 1 05-1292 National Tire & Battery Flower Mound
118.03 Group 1 05-1292 National Tire & Battery Ft. Worth
118.04 Group 1 05-1292 Tire Kingdom Summerville
- ------------------------------------------------------------------------------------------------------------------------------------
119 Group 1 09-0002087 GSMC Fallbrook Office Center
120 Group 1 05-1020 GCFP 5251-5271 East 2nd Street
121 Group 1 09-0002239 GSMC EPR - Raleigh
122 Group 1 05-1430 GCFP Shattuck Executive Center
123 GROUP 1 05-1293 GCFP TBC CORP PORTFOLIO III
123.01 Group 1 05-1293 National Tire & Battery Tomball
123.02 Group 1 05-1293 National Tire & Battery Pasadena
123.03 Group 1 05-1293 Merchant Tire & Auto Wake Forest
123.04 Group 1 05-1293 Tire Kingdom Bluffton
- ------------------------------------------------------------------------------------------------------------------------------------
124 Group 1 05-0753 GCFP 3616-3636 I-10 Service Road
125 2 Group 1 09-0002282 GSMC Holsum Lofts
126 Group 2 09-0002287 GSMC Mayfair Village Apartments (Fox)
127 Group 1 09-0002276 GSMC San Antonio Center
128 Group 1 05-1170 GCFP The Bradbury Building
- ------------------------------------------------------------------------------------------------------------------------------------
129 5 Group 1 09-0002278 GSMC North Chase I
130 Group 1 05-0219 GCFP Avery at Morrocroft
131 Group 2 05-1337 GCFP 701 Gramercy
132 Group 1 05-1054 GCFP 2 East Oak Street
133 8 Group 1 05-1500 GCFP Country Bridge Shopping Center
- ------------------------------------------------------------------------------------------------------------------------------------
134 2 Group 1 09-0002290 GSMC 1400 Rocky Ridge Drive
135 2 Group 1 09-0002224 GSMC Pyramid Properties III
136 Group 1 05-0440 GCFP Belle Promenade
137 7 Group 1 09-0002262 GSMC Acoma Drive Office Building
138 Group 1 05-1197 GCFP C&R North Pointe Building B
- ------------------------------------------------------------------------------------------------------------------------------------
139 Group 2 09-0002132 GSMC Summer's Bend Apartments
140 Group 1 09-0002252 GSMC Creekside Shopping Center
141 Group 1 09-0002299 GSMC Crozer Chester POB II
142 Group 2 09-0002149 GSMC Westwick Manor Apartments
143 Group 1 09-0002250 GSMC Southside Shopping Center
- ------------------------------------------------------------------------------------------------------------------------------------
144 8 Group 1 09-0002257 GSMC Lexington Corporate Center
145 Group 2 09-0002209 GSMC Aspen Court
146 Group 1 09-0002232 GSMC Lockhill Village
147 Group 1 05-1246 GCFP SpringHill Suites by Marriott
148 8 Group 1 09-0002222 GSMC Chambers Place Shopping Centre
- ------------------------------------------------------------------------------------------------------------------------------------
149 Group 2 09-0002217 GSMC Hillwood Apartments
150 Group 1 05-1196 GCFP C&R North Pointe Building A
151 7 Group 1 09-0002230 GSMC East Broad Street Small
152 Group 1 09-0002214 GSMC 10 Corporate Circle
153 8 Group 1 09-0002284 GSMC San Benito Plaza
- ------------------------------------------------------------------------------------------------------------------------------------
154 GROUP 1 09-0002195 GSMC STORAGE R US
154.01 Group 1 09-0002195-1 Storage R Us of Aiken
154.02 Group 1 09-0002195-2 Storage R Us of Columbia
155 Group 1 09-0002207 GSMC Palos Heights Walgreens
156 Group 1 05-1048 GCFP Fort Apache Center
157 8 Group 1 09-0002312 GSMC Park Lane Shopping Center
158 Group 1 09-0002308 GSMC Union Landing
- ------------------------------------------------------------------------------------------------------------------------------------
159 Group 1 05-1094 GCFP Lifeway Center
160 8 Group 1 09-0002220 GSMC Lancaster - Walgreens
161 Group 1 05-1318 GCFP 100 East Walton Street Garage
162 7 Group 1 09-0002298 GSMC Fry's at the Islands
163 Group 1 05-1400 GCFP Omni 3 Self Storage
- ------------------------------------------------------------------------------------------------------------------------------------
164 Group 1 09-0002120 GSMC University Square
165 Group 1 05-1320 GCFP 4170 Douglas Boulevard
166 Group 1 09-0002204 GSMC Goldridge Office
167 Group 1 05-1304 GCFP Lake Park Self Storage
168 Group 1 05-1402 GCFP Omni 2 Self Storage
- ------------------------------------------------------------------------------------------------------------------------------------
169 Group 1 05-1401 GCFP Omni 1 Self Storage
170 Group 1 09-0002202 GSMC Conns/Home Depot Floor Store
171 Group 1 09-0002193 GSMC Walnut Creek Plaza
172 Group 1 09-0002269 GSMC Maricopa Fiesta Shopping Center II
173 Group 1 09-0002192 GSMC Litchfield Stop & Shop Plaza
- ------------------------------------------------------------------------------------------------------------------------------------
174 Group 1 09-0002251 GSMC Grand View Center
175 Group 2 09-0002288 GSMC Mayfair Village Apartments (Chang)
176 7 Group 1 09-0002226 GSMC Southshore Industrial Center
177 Group 1 05-0802 GCFP Iron Gate Storage at Pearson Airport
178 Group 1 09-0002213 GSMC Wise Group MOB
- ------------------------------------------------------------------------------------------------------------------------------------
179 8 Group 2 09-0002267 GSMC La Casa Trail Mobile Home Community
180 Group 2 09-0002218 GSMC Sabal Palms
181 Group 1 05-1115 GCFP Arroyo Vista
182 Group 1 05-1271 GCFP 2011 North Capitol Ave
183 Group 2 05-1041 GCFP Riverest Mobile Home Community
- ------------------------------------------------------------------------------------------------------------------------------------
184 Group 1 05-0803 GCFP Iron Gate Storage at Cascade Park
185 Group 1 05-1267 GCFP Mini U Storage - Warren, MI
186 Group 1 09-0002253 GSMC Lincoln Plaza
187 Group 1 09-0002233 GSMC Ellijay Shops
188 Group 1 05-0211 GCFP Kellogg Warehouse
CROSSED WITH AFFILIATED WITH
CONTROL OTHER LOANS OTHER LOANS
NUMBER (CROSSED GROUP) (RELATED GROUP) ADDRESS
- ----------------------------------------------------------------------------------------------------------------------------------
1 6801 Northlake Mall Drive
2 GROUP 1
2.01 555 South 10th Street
2.02 11301 Financial Centre Parkway
2.03 204 Centreport Drive
2.04 670 Verdae Boulevard
2.05 5151 San Francisco Road Northeast
2.06 101 East Locust Street
2.07 111 East 2nd Street
2.08 1700 Rodeo Drive
2.09 7312 North Polo Drive
3
3.01 3225 158th Avenue SE
3.02 20610 44th Avenue West
3.03 9000 SW Washington Square Road
3.04 4554 Lake Forest Drive
3.05 19525 Victor Parkway
3.06 7290 Commerce Center Drive
3.07 6100 Gateway East
3.08 7525 E. Hampden Avenue
4
4.01 9901 Langs Road
4.02 3953 McDowell Lane
4.03 909 South Marlyn Avenue
4.04 2349 Perring Manor Road
4.05 37 Alberge Lane
4.06 1 Orion Court
4.07 600 Fifth Avenue
4.08 3340 Lancer Drive
4.09 2 Driftwood Court
5 2005 Market Street
- ----------------------------------------------------------------------------------------------------------------------------------
6 Group 2 15900 La Cantera Parkway
7 Group 2 2435 Kaanapali Parkway
8
8.01 134 National Business Parkway
8.02 870-880 Elkridge Landing Road
8.03 6940 Columbia Gateway Drive
8.04 7000 Columbia Gateway Drive
8.05 8621 Robert Fulton Drive
8.06 8671 Robert Fulton Drive
8.07 732 Parkway Drive
8.08 8661 Robert Fulton Drive
9 Group 4 1625 & 1675 Broadway
10
10.01 750 Pilot Road
10.02 770 Pilot Road
10.03 680 Pilot Road
10.04 420 Pilot Road
10.05 711 Pilot Road
10.06 731 Pilot Road
10.07 600 Pilot Road
10.08 823 Pilot Road
10.09 500 Pilot Road
10.10 6600 Bermuda Road
10.11 815 Pilot Road
10.12 751 Pilot Road
10.13 839 Pilot Road
10.14 831 Pilot Road
- ----------------------------------------------------------------------------------------------------------------------------------
11 GROUP 3
11.01 211 East Commerce Avenue
11.02 200, 320, 330 Hamilton Street
11.03 101 South Main Street
12 2424 Erwin Road
13 Group 3 1730 Minor Avenue
14 10 10th Street
15 2500 & 2600 Virginia Avenue
- ----------------------------------------------------------------------------------------------------------------------------------
16 Group 3 1200 6th Avenue
17
17.01 173 Tovera Road
17.02 3540 W Sunshine Street
17.03 1330 Providence Center Drive
17.04 503 South Dunlap Road
17.05 1151 Ryans Road
17.06 627 12th Avenue NE
17.07 3410 Avenue I
17.08 1749 Main Street
17.09 355 South Willowbrook Road
17.10 1867 - 1896 US Highway 82 West
17.11 2474 - 2488 East Wabash
17.12 1625 - 1633 North Michigan
17.13 1748 - 1752 Indianapolis
17.14 3202 Belt Highway
17.15 201 E Leota Street
17.16 2216 - 2224 Cassopolis
17.17 350 - 354 Hoke Street
17.18 1220 N 200 West
17.19 354 East Chicago Street
17.20 12547 State Road 143
17.21 3697 Portage Road
17.22 2020 - 2040 North Main Street
17.23 200 Production Drive
17.24 12950 Willow Centre Drive
17.25 1651 - 1659 Highway 10 West
17.26 1319 Holden Street
17.27 102 - 106 Peter Pan Road
17.28 1212 - 1314 Independence Street
17.29 5615 - 5623 E Arrowhead Parkway
17.30 224 East McCoy Street
17.31 1400 North Wayne Street
17.32 1350 - 1358 South Centerville Road
17.33 1110 West Broadway
17.34 3005 Wiley Boulevard SW
17.35 1100 North Barlow Road
17.36 2520 - 2532 Walton Boulevard
17.37 114 - 130 South Centerville Road
18
18.01 Profit Row, Currency Circle, Industrial Drive,
Mustang Circle and Mustang Court
18.02 310 James Drive East
18.03 1725-1745 Hayden Drive
18.04 1720 Hayden Road
18.05 2506-2515 Willowbrook Road
18.06 27-31 Leigh Fisher/20 Founders
18.07 1631-1637 Terre Colony Court
18.08 21 Leigh Fisher Boulevard
18.09 4849 Groveport Road
18.10 40 Walter Jones Boulevard
18.11 600 London Road
18.12 19 Butterfield Trails
18.13 27 Concord Street
19 Group 7 325 North LaSalle Street
20 GROUP 1
20.01 2401 Bass Pro Drive
20.02 300 J Street
20.03 2800 Coliseum Centre Drive
20.04 300 Tallapoosa Street
20.05 200 Stonebridge Drive
20.06 415 West McCarty Street
20.07 11775 Heron Bay Boulevard
20.08 1200 Collins Road
- ----------------------------------------------------------------------------------------------------------------------------------
21 Group 6 10801 Sixth Street
22 20551-20977 North Pima Road
23 Group 8 1800 Highway 26 East
24 Group A Group 9 1450 Woodruff Road
25 Group A Group 9 2695-2743 Beaver Run Boulevard
26 Group A Group 9 5570 Sunset Boulevard
27 Group A Group 9 1320-1374 North Fraser Street
28 Group A Group 9 785 North Dual Highway
29 Group A Group 9 1285 North Brightleaf Boulevard
30 Group A Group 9 315 W. Thacker Road
31 Group A Group 9 2146 Old Snow Hill Road
32 Group A Group 9 573 Third Street
- ----------------------------------------------------------------------------------------------------------------------------------
33 3890 West 18th Avenue
34 25115-25175 Madison Avenue
35 11333 Woodglen Drive, 5640 Nicholson Lane, 11420 and
11426-11428 Rockville Pike
36 801 Gateway
37
37.01 100 Ardsley Place
37.02 100 Parkway Circle South
- ----------------------------------------------------------------------------------------------------------------------------------
38 1733 Ocean Avenue
39 261 Old York Road
40 550 and 600 Mamaroneck Avenue
41 23005-23233 Outer Drive
42 9125 Highway 6 North
- ----------------------------------------------------------------------------------------------------------------------------------
43 212 Elks Point Road
44 Group 11 1400 Fashion Island Boulevard
45
45.01 3253 North Nimitz Highway
45.02 3401 North Nimitz Highway
46
46.01 49 America's Cup Avenue
46.02 112 Washington Place
46.03 1617 North 1st Street
46.04 100 Berlin Road
46.05 3400 Edinborough Way
46.06 Two Carter Plaza
46.07 201 Foster Street
46.08 601 From Road
46.09 100 Civic Center Drive
46.10 5555 Financial Plaza
46.11 2155 Gordon Highway
47
47.01 707 Richards Street
47.02 820-825 Miliani Street
- ----------------------------------------------------------------------------------------------------------------------------------
48 2311 Highland Avenue
49 Group B Group 10 412 East Novak Lane
50 Group B Group 10 11016 Waller Road East
51 12741 Ocean Gateway
52 45131 Columbia Place
- ----------------------------------------------------------------------------------------------------------------------------------
53 346-422 Middle Turnpike West, 290 and 308 Broad Street
54 2501 - 2509 Golf Road & Barrington Road
55 20500, 20550, 20640, & 20670-20680 Nordhoff Street
56 46950 Community Plaza Drive
57 Group 5 325 Sloan Avenue
- ----------------------------------------------------------------------------------------------------------------------------------
58 Group 6 5751, 5761, 5771 Copley Drive
59 Group 12 39-45, 55 & 59 Skyline Drive
60 3300 North University Drive
61 Group 11 1450 Fashion Island Boulevard
62 Group 12 1001, 1155 & 1225 Broken Sound Parkway
- ----------------------------------------------------------------------------------------------------------------------------------
63 2536-2590 Macarthur Road
64 Group 5 3033 West Agua Fria Freeway
65 Group 5 7701 Overland Road
66 9075 South Dadeland Boulevard
67 40-42 Old Ridge Road
- ----------------------------------------------------------------------------------------------------------------------------------
68 2314 Matthews Township Parkway
69 98-1005 & 98-1025 Moanalua Road
70 Group 13 700 US Highway 202
71 229 East FM 1382
72 4001 South Watt Avenue
- ----------------------------------------------------------------------------------------------------------------------------------
73 1100 Ward Avenue
74 39899 Balentine Drive
75 Group 8 10309 Highland Manor Drive
76 4605-4645 Southwest Freeway
77 7325-7495 North Academy Boulevard
- ----------------------------------------------------------------------------------------------------------------------------------
78 1581 U.S. Route 202
79 25025 North I-45 Access Road
80 500 Sylvan Avenue
81 Group 7 60 W Randolph Street
82 Group C Group 18 201-299 Southwest 8th Street
83 Group C Group 18 10-38 Southwest 8th Street
- ----------------------------------------------------------------------------------------------------------------------------------
84 1901 Atlantic Avenue
85 Group 10 1924 & 1942 Southeast Hillmoor Drive
86
86.01 1780 & 1790 East Bert Kouns Ind. Loop
86.02 1333 Shreveport-Barksdale Highway
86.03 9211 Youree Drive
86.04 2900 Bert Kouns
86.05 747 American Way
87 Group 5 2315 North Federal Highway
88 Group 5 18 Colonial Glenn Plaza Drive
- ----------------------------------------------------------------------------------------------------------------------------------
89 7900 Sudley Road
90 26850, 26870, 26880 & 26910 Sierra Highway,
18717-18755 Via Princessa Avenue
91 409 13th Street
92 Group 17 1655 East Cottonwood Street
93 804 & 848 South Ridge Road
- ----------------------------------------------------------------------------------------------------------------------------------
94 Group 4 313 Washington Street
95 Group 14 6100 Lake Forrest Drive
96 Group 14 6000 Lake Forrest Drive
97
97.01 4020 East Indian School Road
97.02 1030 North Colorado Street
98 4157-4219 Sunset Drive
- ----------------------------------------------------------------------------------------------------------------------------------
99 328 Newman Springs Road
100 GROUP 13
100.01 15 Shattuck Road
100.02 800 Hinesburg Road
101 Group 16 8110-8200 East Broad Street
102 1306 West Patrick Street
103 3000 East 3rd Avenue
- ----------------------------------------------------------------------------------------------------------------------------------
104 919-951 Pearl Street and 2005-2019 Tenth Avenue
105 6810 Deerpath Road
106 5315 Elliott Drive
107 2278 North Congress Avenue
108 6660-6730 Lone Tree Way
- ----------------------------------------------------------------------------------------------------------------------------------
109
109.01 900 East Hill Avenue
109.02 308 North Peters Road
110 205 Warrior Drive
111 19221 North I-45
112 8110, 8130 & 8160 South Houghton Road
113 301 South Atlantic Avenue
- ----------------------------------------------------------------------------------------------------------------------------------
114 Group 15 2479 Deer Run
115 8633 NE Airport Way
116 Group 15 1700 North Galloway Avenue
117 2306 Elba Street
118
118.01 1505 Broadway Street
118.02 1701 Justin Road
118.03 5904 Quebec Street
118.04 103 Angus Drive
- ----------------------------------------------------------------------------------------------------------------------------------
119 6700 Fallbrook Avenue
120 5251-5271 East 2nd Street
121 Group 5 4840 Grove Barton Road
122 138 River Road
123
123.01 14414 Waller Tomball (FM 2920)
123.02 4821 Fairmont Parkway
123.03 2220 S. Main Street
123.04 1176 Fording Island Road
- ----------------------------------------------------------------------------------------------------------------------------------
124 3616-3636 I-10 Service Road
125 231 & 241 West Charleston Boulevard
126 Group 21 409-427 Mayfair Boulevard, 3227-3233 & 3253 Dale Avenue,
289-373 South Ashburton Road, 292-378 South Ashburton Road
127 405 - 423 San Antonio Road
128 304 South Broadway
- ----------------------------------------------------------------------------------------------------------------------------------
129 10127 Morocco Drive
130 6836 Morrison Boulevard
131 701 Gramercy Drive
132 Group 19 2 East Oak Street
133 9050 Highway 64
- ----------------------------------------------------------------------------------------------------------------------------------
134 1400 Rocky Ridge Drive
135 4500-4548 Parkbreeze Court
136 1700 Promenade Boulevard
137 14631 North Scottsdale Road
138 Group 20 752 East 1180 South
- ----------------------------------------------------------------------------------------------------------------------------------
139 1230 East Walnut Street
140 Group 9 705 East Dixon Boulevard
141 1 Medical Center Boulevard
142 258 Stennis Drive
143 Group 9 2108 South Irby Street
- ----------------------------------------------------------------------------------------------------------------------------------
144 3225 Neil Armstrong Boulevard
145 Group 10 760 Landmark Drive
146 2323 Lockhill-Selma Road
147 Group 8 1119 Bullsboro Drive
148 4840-4896 Chambers Road
- ----------------------------------------------------------------------------------------------------------------------------------
149 Group 10 12021 McCormick Road
150 Group 20 1276 South 820 East
151 Group 16 8070-8086 East Broad Street
152 10 Corporate Circle
153 1145 Ross Street
- ----------------------------------------------------------------------------------------------------------------------------------
154
154.01 1076 Brookhaven Drive
154.02 441 Clemson Road
155 Group 22 12659 South Ridgeland Avenue
156 4235 South Fort Apache Road
157 7839 & 7843 Park Lane
158 30970 & 31000 Courthouse Drive
- ----------------------------------------------------------------------------------------------------------------------------------
159 8735 Lyra Drive
160 Group 22 859 East Main Street
161 Group 19 100 East Walton Street
162 835 West Warner Road
163 19120 US Highway 190
- ----------------------------------------------------------------------------------------------------------------------------------
164 7414 University Boulevard
165 4170 Douglas Boulevard
166 3021 Harbor Lane North
167 2220 Gillionville Road
168 74145 LA Highway 25
- ----------------------------------------------------------------------------------------------------------------------------------
169 69201 LA Highway 59
170 2422 South Stemmons Freeway
171 675 Ygnacio Valley Road
172 Group 17 20924 North John Wayne Parkway
173 331 West Street
- ----------------------------------------------------------------------------------------------------------------------------------
174 Group 23 1029 Mutual Way
175 Group 21 3353-3359 Elbern Avenue, 300-356 Mayfair Boulevard, 364-370
Mayfair Boulevard & 3319-3325 Dale Avenue
176 9835-9925 13th Avenue
177 Group 24 2225 East 5th Street
178 8 Hospital Center Boulevard
- ----------------------------------------------------------------------------------------------------------------------------------
179 53 North Mountain Road
180 Group 10 3001 Fountainhead Circle
181 23042 Arroyo Vista
182 2011 North Capitol Avenue
183 49 Crescent Drive
- ----------------------------------------------------------------------------------------------------------------------------------
184 Group 24 802 NE 112th Avenue
185 24140 Groesbeck Highway
186 Group 23 2100 Lincoln Street
187 500 Highland Crossing
188 5800 Tri County Parkway
CONTROL GENERAL
NUMBER CITY STATE ZIP CODE PROPERTY TYPE
- -------------------------------------------------------------------------------------------------------------------
1 Charlotte North Carolina 28216 Retail
2
2.01 Omaha Nebraska 68102 Hospitality
2.02 Little Rock Arkansas 72211 Hospitality
2.03 Greensboro North Carolina 27409 Hospitality
2.04 Greenville South Carolina 29607 Hospitality
2.05 Albuquerque New Mexico 87109 Hospitality
2.06 Des Moines Iowa 50309 Hospitality
2.07 Davenport Iowa 52801 Hospitality
2.08 Mesquite Texas 75149 Hospitality
2.09 Kansas City Missouri 64153 Hospitality
3
3.01 Bellevue Washington 98008 Hospitality
3.02 Lynnwood Washington 98036 Hospitality
3.03 Tigard Oregon 97223 Hospitality
3.04 Cincinnati Ohio 45242 Hospitality
3.05 Livonia Michigan 48152 Hospitality
3.06 Colorado Springs Colorado 80919 Hospitality
3.07 El Paso Texas 79905 Hospitality
3.08 Denver Colorado 80231 Hospitality
4
4.01 Middle River Maryland 21220 Multifamily
4.02 Baltimore Maryland 21227 Multifamily
4.03 Essex Maryland 21221 Multifamily
4.04 Baltimore Maryland 21234 Multifamily
4.05 Baltimore Maryland 21220 Multifamily
4.06 Rosedale Maryland 21237 Multifamily
4.07 Baltimore Maryland 21227 Multifamily
4.08 Hyattsville Maryland 20782 Multifamily
4.09 Essex Maryland 21221 Multifamily
5 Philadelphia Pennsylvania 19103 Office
- -------------------------------------------------------------------------------------------------------------------
6 San Antonio Texas 78256 Retail
7 Lahaina Hawaii 96761 Retail
8
8.01 Annapolis Junction Maryland 20701 Office
8.02 Linthicum Maryland 21090 Office
8.03 Columbia Maryland 21077 Office
8.04 Columbia Maryland 21046 Office
8.05 Columbia Maryland 21046 Office
8.06 Columbia Maryland 21077 Office
8.07 Hanover Maryland 21076 Office
8.08 Columbia Maryland 21046 Office
9 Denver Colorado 80202 Office
10
10.01 Las Vegas Nevada 89119 Industrial
10.02 Las Vegas Nevada 89119 Industrial
10.03 Las Vegas Nevada 89119 Industrial
10.04 Las Vegas Nevada 89119 Industrial
10.05 Las Vegas Nevada 89119 Industrial
10.06 Las Vegas Nevada 89119 Industrial
10.07 Las Vegas Nevada 89119 Industrial
10.08 Las Vegas Nevada 89119 Industrial
10.09 Las Vegas Nevada 89119 Industrial
10.10 Las Vegas Nevada 89119 Industrial
10.11 Las Vegas Nevada 89119 Industrial
10.12 Las Vegas Nevada 89119 Industrial
10.13 Las Vegas Nevada 89119 Industrial
10.14 Las Vegas Nevada 89119 Industrial
- -------------------------------------------------------------------------------------------------------------------
11
11.01 High Point North Carolina 27260 Office
11.02 High Point North Carolina 27260 Office
11.03 High Point North Carolina 27260 Office
12 Durham North Carolina 27705 Office
13 Seattle Washington 98101 Office
14 Atlanta Georgia 30309 Office
15 Washington District Of Columbia 20037 Office
- -------------------------------------------------------------------------------------------------------------------
16 Seattle Washington 98101 Office
17
17.01 Alvin Texas 77511 Retail
17.02 Springfield Missouri 65807 Retail
17.03 Cedar City Utah 80701 Retail
17.04 Savoy Illinois 61874 Retail
17.05 Worthington Minnesota 56187 Retail
17.06 Norman Oklahoma 73071 Retail
17.07 Scottsbluff Nebraska 69361 Retail
17.08 Billings Montana 59105 Retail
17.09 Coldwater Michigan 49036 Retail
17.10 Tifton Georgia 31793 Retail
17.11 Frankfort Indiana 46041 Retail
17.12 Plymouth Indiana 46563 Retail
17.13 Greencastle Indiana 46135 Retail
17.14 St. Joseph Missouri 64503 Retail
17.15 North Platte Nebraska 69101 Retail
17.16 Elkhart Indiana 46514 Retail
17.17 Frankfort Indiana 46041 Retail
17.18 Angola Indiana 46703 Retail
17.19 Coldwater Michigan 49036 Retail
17.20 Highland Illinois 62249 Retail
17.21 South Bend Indiana 46628 Retail
17.22 Bluffton Indiana 46714 Retail
17.23 Lafayette Louisiana 70508 Retail
17.24 Willowbrook Texas 77066 Retail
17.25 Detroit Lakes Minnesota 56501 Retail
17.26 Le Mars Iowa 51031 Retail
17.27 Independence Kansas 67301 Retail
17.28 Republic Missouri 64801 Retail
17.29 Sioux Falls South Dakota 57102 Retail
17.30 Tomah Wisconsin 54660 Retail
17.31 Angola Indiana 46703 Retail
17.32 Sturgis Michigan 49091 Retail
17.33 Monticello Indiana 47960 Retail
17.34 Cedar Rapids Iowa 52404 Retail
17.35 Fort Morgan Colorado 80701 Retail
17.36 Warsaw Indiana 46580 Retail
17.37 Sturgis Michigan 49091 Retail
18
18.01 Forney Texas 75126 Industrial
18.02 St. Rose Louisiana 70087 Industrial
18.03 Carrollton Texas 75006 Industrial
18.04 Carrollton Texas 75006 Industrial
18.05 Dallas Texas 75220 Industrial
18.06 El Paso Texas 79906 Industrial
18.07 Dallas Texas 75212 Industrial
18.08 El Paso Texas 79906 Industrial
18.09 Columbus Ohio 43207 Industrial
18.10 El Paso Texas 79906 Industrial
18.11 Delaware Ohio 43015 Industrial
18.12 El Paso Texas 79906 Industrial
18.13 El Paso Texas 79906 Industrial
19 Chicago Illinois 60610 Office
20
20.01 Grapevine Texas 76051 Hospitality
20.02 Sacramento California 95814 Hospitality
20.03 Charlotte North Carolina 28217 Hospitality
20.04 Montgomery Alabama 36104 Hospitality
20.05 Columbia South Carolina 29210 Hospitality
20.06 Jefferson City Missouri 65101 Hospitality
20.07 Coral Springs Florida 33076 Hospitality
20.08 Cedar Rapids Iowa 52402 Hospitality
- -------------------------------------------------------------------------------------------------------------------
21 Rancho Cucamonga California 91730 Office
22 Scottsdale Arizona 85254 Retail
23 Grapevine Texas 76051 Hospitality
24 Greenville South Carolina 29607 Retail
25 Surfside Beach South Carolina 29575 Retail
26 Lexington South Carolina 29072 Retail
27 Georgetown South Carolina 29440 Retail
28 Seaford Delaware 19973 Retail
29 Smithfield North Carolina 27577 Retail
30 Covington Virginia 24426 Retail
31 Pocomoke Maryland 21851 Retail
32 Taylorsville North Carolina 28681 Retail
- -------------------------------------------------------------------------------------------------------------------
33 Hialeah Florida 33012 Retail
34 Murrieta California 92562 Retail
35 Rockville Maryland 20852 Office
36 South San Francisco California 94080 Office
37
37.01 Norcross Georgia 30093 Multifamily
37.02 Atlanta Georgia 30340 Multifamily
- -------------------------------------------------------------------------------------------------------------------
38 Santa Monica California 90401 Office
39 Abington Township Pennsylvania 19046 Office
40 Harrison New York 10528 Office
41 Allen Park Michigan 48101 Retail
42 Houston Texas 77095 Multifamily
- -------------------------------------------------------------------------------------------------------------------
43 Zephyr Cove Nevada 89448 Retail
44 San Mateo California 94404 Office
45
45.01 Honolulu Hawaii 96819 Hospitality
45.02 Honolulu Hawaii 96819 Hospitality
46
46.01 Newport Rhode Island 02840 Hospitality
46.02 Pittsburgh Pennsylvania 15219 Hospitality
46.03 Jacksonville Beach Florida 32250 Hospitality
46.04 Cromwell Connecticut 06416 Hospitality
46.05 Edina Minnesota 55435 Hospitality
46.06 Chattanooga Tennessee 37402 Hospitality
46.07 Durham North Carolina 27701 Hospitality
46.08 Paramus New Jersey 07652 Hospitality
46.09 Charleston West Virginia 25301 Hospitality
46.10 Shreveport Louisiana 71129 Hospitality
46.11 Augusta Georgia 30909 Hospitality
47
47.01 Honolulu Hawaii 96801 Office
47.02 Honolulu Hawaii 96801 Office
- -------------------------------------------------------------------------------------------------------------------
48 Birmingham Alabama 35205 Office
49 Kent Washington 98032 Multifamily
50 Tacoma Washington 98446 Multifamily
51 Ocean City Maryland 21842 Retail
52 Sterling Virginia 20166 Other
- -------------------------------------------------------------------------------------------------------------------
53 Manchester Connecticut 06040 Retail
54 Hoffman Estates Illinois 60194 Retail
55 Chatsworth California 91311 Industrial
56 Sterling Virginia 20164 Retail
57 Hamilton New Jersey 08619 Retail
- -------------------------------------------------------------------------------------------------------------------
58 San Diego California 92111 Office
59 Lake Mary Florida 32746 Industrial
60 Coral Springs Florida 33065 Office
61 San Mateo California 94404 Office
62 Boca Raton Florida 33487 Industrial
- -------------------------------------------------------------------------------------------------------------------
63 Whitehall Pennsylvania 18052 Retail
64 Phoenix Arizona 85027 Retail
65 Boise Idaho 83709 Retail
66 Miami Florida 33156 Hospitality
67 Danbury Connecticut 06810 Office
- -------------------------------------------------------------------------------------------------------------------
68 Matthews North Carolina 28105 Retail
69 Aiea Hawaii 96701 Retail
70 Bridgewater New Jersey 08807 Office
71 Cedar Hill Texas 75104 Retail
72 Rosemont California 95826 Multifamily
- -------------------------------------------------------------------------------------------------------------------
73 Honolulu Hawaii 96814 Other
74 Newark California 94560 Office
75 Tampa Florida 33610 Hospitality
76 Houston Texas 77027 Office
77 Colorado Springs Colorado 80920 Retail
- -------------------------------------------------------------------------------------------------------------------
78 Pomona New York 10970 Retail
79 The Woodlands Texas 77380 Office
80 Bridgeport Connecticut 06606 Retail
81 Chicago Illinois 60601 Office
82 Miami Florida 33130 Retail
83 Miami Florida 33130 Retail
- -------------------------------------------------------------------------------------------------------------------
84 Virginia Beach Virginia 23451 Hospitality
85 Port St Lucie Florida 34952 Multifamily
86
86.01 Shreveport Louisiana 71105 Self-Storage
86.02 Shreveport Louisiana 71105 Self-Storage
86.03 Shreveport Louisiana 71115 Self-Storage
86.04 Shreveport Louisiana 71118 Self-Storage
86.05 Shreveport Louisiana 71106 Self-Storage
87 Pompano Beach Florida 33062 Retail
88 Little Rock Arkansas 72210 Retail
- -------------------------------------------------------------------------------------------------------------------
89 Manassas Virginia 20109 Office
90 Santa Clarita California 91387 Retail
91 Oakland California 94612 Office
92 Cottonwood Arizona 86326 Retail
93 Castle Rock Colorado 80104 Retail
- -------------------------------------------------------------------------------------------------------------------
94 Newton Massachusetts 02458 Office
95 Atlanta Georgia 30328 Office
96 Atlanta Georgia 30328 Office
97
97.01 Phoenix Arizona 85018 Office
97.02 Gilbert Arizona 85233 Office
98 San Angelo Texas 76904 Retail
- -------------------------------------------------------------------------------------------------------------------
99 Red Bank New Jersey 07701 Office
100
100.01 Andover Massachusetts 01810 Office
100.02 South Burlington Vermont 05402 Office
101 Reynoldsburg Ohio 43068 Retail
102 Frederick Maryland 21703 Retail
103 Denver Colorado 80206 Retail
- -------------------------------------------------------------------------------------------------------------------
104 Boulder Colorado 80302 Retail
105 Elkridge Maryland 21075 Office
106 Ypsilanti Michigan 48197 Office
107 Boynton Beach Florida 33426 Retail
108 Brentwood California 94513 Retail
- -------------------------------------------------------------------------------------------------------------------
109
109.01 Knoxville Tennessee 37915 Industrial
109.02 Knoxville Tennessee 37922 Office
110 Murfreesboro Tennessee 37128 Multifamily
111 The Woodlands Texas 77385 Office
112 Tucson Arizona 85747 Retail
113 Daytona Beach Florida 32118 Hospitality
- -------------------------------------------------------------------------------------------------------------------
114 Lewisville Texas 75067 Multifamily
115 Portland Oregon 97220 Hospitality
116 Mesquite Texas 75149 Multifamily
117 Durham North Carolina 27705 Hospitality
118
118.01 Pearland Texas 77581 Retail
118.02 Flower Mound Texas 75028 Retail
118.03 Fort Worth Texas 76179 Retail
118.04 Summerville South Carolina 29483 Retail
- -------------------------------------------------------------------------------------------------------------------
119 West Hills California 91307 Office
120 Long Beach California 90803 Retail
121 Raleigh North Carolina 27613 Retail
122 Andover Massachusetts 01810 Office
123
123.01 Tomball Texas 77375 Retail
123.02 Pasadena Texas 77505 Retail
123.03 Wake Forest North Carolina 27587 Retail
123.04 Bluffton South Carolina 29910 Retail
- -------------------------------------------------------------------------------------------------------------------
124 Metairie Louisiana 70130 Office
125 Las Vegas Nevada 89102 Industrial
126 Columbus Ohio 43213 Multifamily
127 Mountain View California 94040 Retail
128 Los Angeles California 90013 Office
- -------------------------------------------------------------------------------------------------------------------
129 San Antonio Texas 78216 Office
130 Charlotte North Carolina 28211 Office
131 Los Angeles California 90005 Multifamily
132 Chicago Illinois 60611 Other
133 Lakeland Tennessee 38002 Retail
- -------------------------------------------------------------------------------------------------------------------
134 Roseville California 95661 Office
135 Orlando Florida 32808 Office
136 Marrero Louisiana 70072 Retail
137 Scottsdale Arizona 85254 Office
138 American Fork Utah 84003 Office
- -------------------------------------------------------------------------------------------------------------------
139 Seguin Texas 78155 Multifamily
140 Shelby North Carolina 28152 Retail
141 Upland Pennsylvania 19013 Office
142 Biloxi Mississippi 39531 Multifamily
143 Florence South Carolina 29505 Retail
- -------------------------------------------------------------------------------------------------------------------
144 Eagan Minnesota 55121 Industrial
145 Casper Wyoming 82609 Multifamily
146 San Antonio Texas 78230 Retail
147 Newnan Georgia 30265 Hospitality
148 Denver Colorado 80239 Retail
- -------------------------------------------------------------------------------------------------------------------
149 Jacksonville Florida 32225 Multifamily
150 American Fork Utah 84003 Office
151 Reynoldsburg Ohio 43068 Retail
152 New Castle Delaware 19720 Office
153 San Benito Texas 78586 Retail
- -------------------------------------------------------------------------------------------------------------------
154
154.01 Aiken South Carolina 29803 Self-Storage
154.02 Columbia South Carolina 29229 Self-Storage
155 Palos Heights Illinois 60463 Retail
156 Las Vegas Nevada 89147 Retail
157 Dallas Texas 75225 Retail
158 Union City California 94587 Retail
- -------------------------------------------------------------------------------------------------------------------
159 Columbus Ohio 43240 Retail
160 Lancaster Ohio 43130 Retail
161 Chicago Illinois 60611 Other
162 Gilbert Arizona 85233 Retail
163 Hammond Louisiana 70403 Self-Storage
- -------------------------------------------------------------------------------------------------------------------
164 Winter Park Florida 32792 Retail
165 Granite Bay California 95746 Office
166 Plymouth Minnesota 55447 Office
167 Albany Georgia 31707 Self-Storage
168 Covington Louisiana 70435 Self-Storage
- -------------------------------------------------------------------------------------------------------------------
169 Mandeville Louisiana 70471 Self-Storage
170 Lewisville Texas 75067 Retail
171 Walnut Creek California 94596 Office
172 Maricopa Arizona 85239 Retail
173 Litchfield Connecticut 06759 Retail
- -------------------------------------------------------------------------------------------------------------------
174 Appleton Wisconsin 54913 Retail
175 Columbus Ohio 43213 Multifamily
176 Plymouth Minnesota 55441 Industrial
177 Vancouver Washington 98661 Self-Storage
178 Hilton Head South Carolina 29926 Office
- -------------------------------------------------------------------------------------------------------------------
179 Apache Junction Arizona 85220 Mobile Home Park
180 Melbourne Florida 32934 Multifamily
181 Rancho Santa Margarita California 92688 Industrial
182 San Jose California 95132 Office
183 Tavares Florida 32778 Mobile Home Park
- -------------------------------------------------------------------------------------------------------------------
184 Vancouver Washington 98684 Self-Storage
185 Warren Michigan 48089 Self-Storage
186 Rhinelander Wisconsin 54501 Retail
187 East Ellijay Georgia 30540 Retail
188 Schertz Texas 78154 Industrial
CONTROL DETAILED UNITS, PADS,
NUMBER PROPERTY TYPE YEAR BUILT YEAR RENOVATED ROOMS, SQ FT
- --------------------------------------------------------------------------------------------------------------------------
1 Regional Mall 2005 NAP 540,854
2 2,022
2.01 Full Service 1997 2004-2005 248
2.02 Full Service 1997 2004-2005 250
2.03 Full Service 1989 2005 218
2.04 Full Service 1993 1999-2000, 2003 267
2.05 Full Service 1987 2002, 2005 309
2.06 Full Service 1990 2004-2005 233
2.07 Full Service 1995 2003 221
2.08 Full Service 1999 2004-2005 160
2.09 Full Service 1997 2005 116
3 1,906
3.01 Full Service 1990 2006 240
3.02 Full Service 1992 2006 240
3.03 Full Service 1986 2006 354
3.04 Full Service 1988 2002 235
3.05 Full Service 1989 2005 240
3.06 Full Service 1985 2006 207
3.07 Full Service 1976 2006 184
3.08 Full Service 1980 2006 206
4 5,517
4.01 Townhouse 1972 2005 1,212
4.02 Townhouse 1961 2005 1,098
4.03 Townhouse 1971 2005 650
4.04 Townhouse 1967 2005 803
4.05 Townhouse 1972 2004 524
4.06 Townhouse 1969 2005 356
4.07 Townhouse 1954 2005 330
4.08 Garden 1946 2005 245
4.09 Townhouse 1967 1996 299
5 General Urban 1987 2004 942,866
- ------------------------------------------------------------------------------------------------------------------------
6 Regional Mall 2005 NAP 381,978
7 Regional Mall 1969-1971, 1973, 1974, 1984, 1988, 1996 1988 112,261
8 702,924
8.01 General Suburban 1999 93,482
8.02 General Suburban 1981 2003 105,151
8.03 General Suburban 1999 108,909
8.04 General Suburban 1999 145,806
8.05 General Suburban 2005 85,466
8.06 General Suburban 2001 56,350
8.07 General Suburban 1983 58,453
8.08 General Suburban 2001 49,307
9 General Urban 1980 2005 767,238
10 703,603
10.01 Warehouse / Industrial 1998 56,416
10.02 Warehouse / Industrial 1998 53,178
10.03 Warehouse / Industrial 1997 50,950
10.04 Warehouse / Industrial 1996 50,536
10.05 Warehouse 1995 75,886
10.06 Warehouse / Industrial 1995 64,535
10.07 Warehouse / Industrial 1997 37,526
10.08 Warehouse 1994 62,860
10.09 Warehouse / Industrial 1996 34,493
10.10 Warehouse / Industrial 1986 32,700
10.11 Warehouse / Industrial 1994 55,005
10.12 Warehouse 1995 47,235
10.13 Warehouse 1994 47,210
10.14 Warehouse 1994 35,073
- ------------------------------------------------------------------------------------------------------------------------
11 699,475
11.01 General Suburban 2000 292,512
11.02 General Suburban 1969 1994 291,435
11.03 General Suburban 1972 115,528
12 General Suburban 2004 327,160
13 General Urban 1989 2005 363,243
14 General Urban 2001 410,624
15 General Urban 1968 2004 261,084
- ------------------------------------------------------------------------------------------------------------------------
16 General Urban 1970 2005 310,358
17 636,166
17.01 Shadow Anchored 2004 15,040
17.02 Shadow Anchored 2001 20,790
17.03 Shadow Anchored 2004 8,970
17.04 Shadow Anchored 2003 15,963
17.05 Shadow Anchored 2001 29,920
17.06 Shadow Anchored 2003 19,558
17.07 Shadow Anchored 2002 17,100
17.08 Shadow Anchored 2003 20,505
17.09 Shadow Anchored 2002 9,512
17.10 Shadow Anchored 2004 16,324
17.11 Shadow Anchored 2004 8,040
17.12 Shadow Anchored 1987 11,360
17.13 Shadow Anchored 2002 25,202
17.14 Shadow Anchored 2002 9,992
17.15 Shadow Anchored 2002 10,080
17.16 Shadow Anchored 2000 11,600
17.17 Shadow Anchored 1989 5,395
17.18 Shadow Anchored 2000 9,252
17.19 Shadow Anchored 2000 5,326
17.20 Shadow Anchored 2002 15,840
17.21 Shadow Anchored 2000 16,200
17.22 Shadow Anchored 2001 13,104
17.23 Shadow Anchored 2001 48,882
17.24 Shadow Anchored 2004 20,261
17.25 Shadow Anchored 2003 25,849
17.26 Shadow Anchored 2003 18,418
17.27 Shadow Anchored 2003 22,080
17.28 Shadow Anchored 2003 15,000
17.29 Shadow Anchored 2003 10,218
17.30 Shadow Anchored 2002 18,663
17.31 Shadow Anchored 1999 22,850
17.32 Shadow Anchored 2002 8,663
17.33 Shadow Anchored 2001 14,184
17.34 Shadow Anchored 2003 49,594
17.35 Shadow Anchored 2004 8,880
17.36 Shadow Anchored 2002 25,280
17.37 Shadow Anchored 1980 12,271
18 2,433,843
18.01 Warehouse 1987 863,550
18.02 Warehouse 2000 253,614
18.03 Warehouse 1980 300,000
18.04 Warehouse 1980 216,040
18.05 Warehouse 1980 103,287
18.06 Warehouse 1988 106,300
18.07 Warehouse 1980 110,673
18.08 Warehouse 1986 101,438
18.09 Warehouse 1968 132,100
18.10 Warehouse 1988 99,000
18.11 Warehouse 1980 2000 52,441
18.12 Warehouse 1989 56,400
18.13 Warehouse 1988 39,000
19 General Urban 1913 2001 315,784
20 2,108
20.01 Full Service 1999 2004 328
20.02 Full Service 1979 2004 361
20.03 Full Service 1999 NAP 274
20.04 Full Service 1995 2004 236
20.05 Full Service 1988 2004 213
20.06 Full Service 1987 2003 254
20.07 Full Service 1999 2005 223
20.08 Full Service 1988 2004 219
- ------------------------------------------------------------------------------------------------------------------------
21 General Suburban 1987 2004 390,480
22 Anchored 2001-2004 NAP 240,948
23 Full Service 1983 2004 395
24 Anchored 1999 NAP 82,349
25 Anchored 1996 NAP 36,900
26 Anchored 1997 NAP 32,600
27 Anchored 1996 NAP 31,400
28 Anchored 1997 NAP 30,900
29 Anchored 1997 NAP 28,150
30 Anchored 1998 NAP 32,020
31 Anchored 2000 NAP 27,000
32 Anchored 1983 NAP 43,146
- ------------------------------------------------------------------------------------------------------------------------
33 Anchored 1990 2003 328,466
34 Anchored 2005 NAP 172,451
35 General Suburban 1962, 2004 2004-2005 202,165
36 General Suburban 2001 136,075
37 536
37.01 Garden 2002 312
37.02 Garden 2002 224
- ------------------------------------------------------------------------------------------------------------------------
38 General Urban 2002 2004 84,724
39 General Suburban 1968 1997 342,561
40 General Suburban 1969 237,856
41 Anchored 2005 NAP 166,057
42 Garden 2004 504
- ------------------------------------------------------------------------------------------------------------------------
43 Anchored 1998 NAP 118,483
44 General Suburban 1985 NAP 173,270
45 582
45.01 Full Service 1964 2005 274
45.02 Full Service 1965 2006 308
46 2,247
46.01 Full Service 1969 2003 133
46.02 Full Service 1964 2003 402
46.03 Full Service 1969 2005 143
46.04 Full Service 1968 2005 215
46.05 Limited Service 1990 2001 133
46.06 Full Service 1985 342
46.07 Full Service 1989 187
46.08 Full Service 1972 2003 120
46.09 Limited Service 1972 2001 196
46.10 Full Service 1982 226
46.11 Full Service 1986 150
47 183,355
47.01 General Urban 1988 99,175
47.02 General Urban 1979 84,180
- ------------------------------------------------------------------------------------------------------------------------
48 General Suburban 1999 139,654
49 Garden 1999 NAP 207
50 Garden 1999 NAP 171
51 Anchored 1982, 1995-1996 1995-1996 203,136
52 Ground Lease 2002-2003 NAP 120,000
- ------------------------------------------------------------------------------------------------------------------------
53 Shadow Anchored 1956 1997 305,126
54 Anchored 1988 158,313
55 Warehouse 1978 1980 184,713
56 Shadow Anchored 1987 2006 118,103
57 Anchored 1999 NAP 95,466
- ------------------------------------------------------------------------------------------------------------------------
58 General Suburban 1997 101,726
59 Industrial 1987, 1998 NAP 224,501
60 General Suburban 1974 2002 123,461
61 General Suburban 1985 NAP 102,298
62 Industrial 1980, 1983 1990, 1998, 2005 152,491
- ------------------------------------------------------------------------------------------------------------------------
63 Anchored 1992 1994 151,273
64 Anchored 1999 NAP 113,768
65 Anchored 1998 NAP 140,300
66 Full Service 2004 128
67 General Suburban 1981 126,855
- ------------------------------------------------------------------------------------------------------------------------
68 Anchored 1996-1997 NAP 167,459
69 Anchored 1971 2005 134,138
70 General Suburban 1986 2003 115,558
71 Anchored 1987 NAP 128,383
72 Garden 1988 2005 240
- ------------------------------------------------------------------------------------------------------------------------
73 Ground Lease 1964 1983 210,286
74 General Suburban 1985 109,626
75 Limited Service 2002 152
76 General Suburban 1971 2005 306,208
77 Weak Anchored 2005 NAP 61,632
- ------------------------------------------------------------------------------------------------------------------------
78 Anchored 1980 1995 96,698
79 General Suburban 1983 112,350
80 Anchored 1998 54,425
81 General Urban 2000 53,642
82 Anchored 1997 28,717
83 Anchored 1997 12,893
- ------------------------------------------------------------------------------------------------------------------------
84 Limited Service 2004 110
85 Garden 1991, 1994 NAP 230
86 2,343
86.01 Self-Storage 1985 383
86.02 Self-Storage 1997 2001 590
86.03 Self-Storage 1973 1998 583
86.04 Self-Storage 1986 408
86.05 Self-Storage 1987 2003 379
87 Anchored 1998 NAP 73,637
88 Anchored 2002 NAP 79,330
- ------------------------------------------------------------------------------------------------------------------------
89 General Suburban 1974 2005 90,650
90 Anchored 1997, 2005 NAP 43,875
91 General Urban 1906 2000 82,298
92 Anchored 1980 2000 134,585
93 Anchored 2005 NAP 77,226
- ------------------------------------------------------------------------------------------------------------------------
94 General Suburban 1925 1987 75,579
95 General Suburban 1984 95,357
96 General Suburban 1984 96,512
97 74,301
97.01 General Suburban 1966 2001 37,228
97.02 General Suburban 1995 1997 37,073
98 Anchored 2005 NAP 89,145
- ------------------------------------------------------------------------------------------------------------------------
99 General Suburban 1984 NAP 62,495
100 139,544
100.01 General Suburban 1984 2003 85,812
100.02 General Suburban 1984 2000 53,732
101 Anchored 2005 NAP 55,808
102 Anchored 1989 NAP 97,359
103 Anchored 1979-1980 NAP 34,897
- ------------------------------------------------------------------------------------------------------------------------
104 Anchored 1900, 1989, 1993, 1996 NAP 46,407
105 General Suburban 1987 2004 77,797
106 Medical 1995 NAP 84,751
107 Single Tenant 2005 43,000
108 Shadow Anchored 2005 NAP 37,329
- ------------------------------------------------------------------------------------------------------------------------
109 136,417
109.01 Industrial 1986 NAP 95,724
109.02 General Suburban 1987 NAP 40,693
110 Garden 1986 1997 206
111 General Suburban 1984 78,626
112 Shadow Anchored 2005 NAP 32,683
113 Limited Service 1988 2003 101
- ------------------------------------------------------------------------------------------------------------------------
114 Garden 1985 260
115 Limited Service 1996 2005 129
116 Garden 1983 240
117 Full Service 1985 2002 149
118 30,867
118.01 Single Tenant 2005 8,064
118.02 Single Tenant 2005 8,100
118.03 Single Tenant 2005 8,047
118.04 Single Tenant 2005 6,656
- ------------------------------------------------------------------------------------------------------------------------
119 General Suburban 1981 2002 58,023
120 Unanchored 1950 1989 13,688
121 Anchored 1998 NAP 51,450
122 General Suburban 1984 62,806
123 29,848
123.01 Single Tenant 2005 8,047
123.02 Single Tenant 2005 8,047
123.03 Single Tenant 2005 6,912
123.04 Single Tenant 2005 6,842
- ------------------------------------------------------------------------------------------------------------------------
124 General Suburban 1979 2003 98,496
125 Industrial 1954 2005 46,785
126 Garden 1950-1951 Ongoing 192
127 Anchored 1960 1994 45,500
128 General Urban 1893 1992 77,105
- ------------------------------------------------------------------------------------------------------------------------
129 General Suburban 1983 NAP 66,618
130 General Suburban 1999 41,350
131 Conventional 1926 2004 84
132 Parking Garage 1974 37,800
133 Anchored 1992 64,223
- ------------------------------------------------------------------------------------------------------------------------
134 General Suburban 2005 NAP 24,991
135 General Suburban 1984 NAP 60,003
136 Shadow Anchored 2005 39,700
137 General Suburban 1986 NAP 37,139
138 General Suburban 2004 46,885
- ------------------------------------------------------------------------------------------------------------------------
139 Garden 1981 NAP 204
140 Shadow Anchored 2000 NAP 42,940
141 Medical 1985 NAP 45,758
142 Conventional 1983 NAP 152
143 Shadow Anchored 2000 NAP 37,411
- ------------------------------------------------------------------------------------------------------------------------
144 Industrial 1998 NAP 76,501
145 Garden 1999 NAP 151
146 Anchored 1975 1996 69,445
147 Limited Service 2000 82
148 Shadow Anchored 1984 NAP 37,891
- ------------------------------------------------------------------------------------------------------------------------
149 Garden 1991 NAP 100
150 General Suburban 2003 46,338
151 Shadow Anchored 2005 NAP 14,915
152 General Suburban 1988 NAP 39,384
153 Shadow Anchored 2004 NAP 28,339
- ------------------------------------------------------------------------------------------------------------------------
154 667
154.01 Self-Storage 1999 NAP 405
154.02 Self-Storage 1999 2005 262
155 Anchored 2005 NAP 14,580
156 Shadow Anchored 2005 26,600
157 Anchored 2000-2001 NAP 11,395
158 Anchored 1999 NAP 10,727
- ------------------------------------------------------------------------------------------------------------------------
159 Shadow Anchored 2003 18,112
160 Anchored 2005 NAP 14,550
161 Parking Garage 1974 1978 49,000
162 Shadow Anchored 1995 NAP 15,361
163 Self-Storage 2005 107,595
- ------------------------------------------------------------------------------------------------------------------------
164 Shadow Anchored 1980 2005 16,800
165 General Suburban 2003 20,500
166 General Suburban 1997 NAP 32,120
167 Self-Storage 2003 2005 631
168 Self-Storage 2004 75,800
- ------------------------------------------------------------------------------------------------------------------------
169 Self-Storage 2003 66,280
170 Anchored 1990 2003-2005 48,600
171 General Suburban 1980 NAP 32,495
172 Anchored 2005 NAP 12,890
173 Anchored 1962, 1996 NAP 34,471
- ------------------------------------------------------------------------------------------------------------------------
174 Anchored 1992 NAP 53,190
175 Garden 1950-1951 Ongoing 92
176 Warehouse 1973 NAP 66,735
177 Self-Storage 2004 455
178 Medical 2000 NAP 11,895
- ------------------------------------------------------------------------------------------------------------------------
179 Mobile Home Park 1983 NAP 79
180 Garden 1991 NAP 72
181 Warehouse / Industrial 1991 1997 33,806
182 General Suburban 1982 32,113
183 Mobile Home Park 1949 2004 129
- ------------------------------------------------------------------------------------------------------------------------
184 Self-Storage 1975 2002 494
185 Self-Storage 2001 40,306
186 Anchored 1994 NAP 45,044
187 Shadow Anchored 2005 NAP 16,800
188 Warehouse 1985 1996 40,550
CONTROL UNIT LOAN PER OWNERSHIP ORIGINAL CUT-OFF DATE
NUMBER DESCRIPTION UNIT ($) INTEREST BALANCE ($) BALANCE ($)
- ----------------------------------------------------------------------------------------------------------------------
1 Sq Ft 398.44 Fee Simple 215,500,000 215,500,000
2 ROOMS 105,835.81 214,000,000 214,000,000
2.01 Rooms 138,100.94 Fee Simple
2.02 Rooms 134,587.41 Fee Simple
2.03 Rooms 147,437.61 Fee Simple
2.04 Rooms 118,124.42 Leasehold
2.05 Rooms 83,067.82 Fee Simple
2.06 Rooms 109,193.73 Fee Simple
2.07 Rooms 56,880.20 Fee Simple
2.08 Rooms 70,568.06 Fee Simple
2.09 Rooms 64,241.27 Fee Simple
3 ROOMS 98,373.56 187,500,000 187,500,000
3.01 Rooms Fee Simple
3.02 Rooms Fee Simple
3.03 Rooms Fee Simple
3.04 Rooms Fee Simple
3.05 Rooms Fee Simple
3.06 Rooms Fee Simple
3.07 Rooms Fee Simple
3.08 Rooms Fee Simple
4 UNITS 61,627.70 140,000,000 140,000,000
4.01 Units Fee Simple
4.02 Units Fee Simple
4.03 Units Fee Simple
4.04 Units Fee Simple
4.05 Units Fee Simple
4.06 Units Fee Simple
4.07 Units Fee Simple
4.08 Units Fee Simple
4.09 Units Fee Simple
5 Sq Ft 137.88 Fee Simple 130,000,000 130,000,000
- ----------------------------------------------------------------------------------------------------------------------
6 Sq Ft 338.39 Fee Simple 130,000,000 129,255,976
7 Sq Ft 975.45 Fee Simple 110,000,000 109,504,922
8 SQ FT 146.53 103,000,000 103,000,000
8.01 Sq Ft Fee Simple
8.02 Sq Ft Fee Simple
8.03 Sq Ft Fee Simple
8.04 Sq Ft Fee Simple
8.05 Sq Ft Fee Simple
8.06 Sq Ft Fee Simple
8.07 Sq Ft Fee Simple
8.08 Sq Ft Fee Simple
9 Sq Ft 122.65 Fee Simple 94,100,000 94,100,000
10 SQ FT 119.39 84,000,000 84,000,000
10.01 Sq Ft Fee Simple
10.02 Sq Ft Fee Simple
10.03 Sq Ft Fee Simple
10.04 Sq Ft Fee Simple
10.05 Sq Ft Fee Simple
10.06 Sq Ft Fee Simple
10.07 Sq Ft Fee Simple
10.08 Sq Ft Fee Simple
10.09 Sq Ft Fee Simple
10.10 Sq Ft Fee Simple
10.11 Sq Ft Fee Simple
10.12 Sq Ft Fee Simple
10.13 Sq Ft Fee Simple
10.14 Sq Ft Fee Simple
- ----------------------------------------------------------------------------------------------------------------------
11 SQ FT 115.80 81,000,000 81,000,000
11.01 Sq Ft Fee Simple
11.02 Sq Ft Fee Simple
11.03 Sq Ft Fee Simple
12 Sq Ft 244.53 Fee Simple 80,000,000 80,000,000
13 Sq Ft 219.41 Fee Simple / Leasehold 79,700,000 79,700,000
14 Sq Ft 177.95 Fee Simple 73,070,000 73,070,000
15 Sq Ft 272.33 Both Fee/Leasehold 71,100,000 71,100,000
- ----------------------------------------------------------------------------------------------------------------------
16 Sq Ft 223.13 Fee Simple / Leasehold 69,250,000 69,250,000
17 SQ FT 108.05 68,740,000 68,740,000
17.01 Sq Ft Fee Simple
17.02 Sq Ft Fee Simple
17.03 Sq Ft Fee Simple
17.04 Sq Ft Fee Simple
17.05 Sq Ft Fee Simple
17.06 Sq Ft Fee Simple
17.07 Sq Ft Fee Simple
17.08 Sq Ft Fee Simple
17.09 Sq Ft Fee Simple
17.10 Sq Ft Fee Simple
17.11 Sq Ft Fee Simple
17.12 Sq Ft Fee Simple
17.13 Sq Ft Fee Simple
17.14 Sq Ft Fee Simple
17.15 Sq Ft Fee Simple
17.16 Sq Ft Fee Simple
17.17 Sq Ft Fee Simple
17.18 Sq Ft Fee Simple
17.19 Sq Ft Fee Simple
17.20 Sq Ft Fee Simple
17.21 Sq Ft Fee Simple
17.22 Sq Ft Fee Simple
17.23 Sq Ft Fee Simple
17.24 Sq Ft Fee Simple
17.25 Sq Ft Fee Simple
17.26 Sq Ft Fee Simple
17.27 Sq Ft Fee Simple
17.28 Sq Ft Fee Simple
17.29 Sq Ft Fee Simple
17.30 Sq Ft Fee Simple
17.31 Sq Ft Fee Simple
17.32 Sq Ft Fee Simple
17.33 Sq Ft Fee Simple
17.34 Sq Ft Fee Simple
17.35 Sq Ft Fee Simple
17.36 Sq Ft Fee Simple
17.37 Sq Ft Fee Simple
18 SQ FT 23.46 57,102,000 57,102,000
18.01 Sq Ft Fee Simple
18.02 Sq Ft Fee Simple
18.03 Sq Ft Fee Simple
18.04 Sq Ft Fee Simple
18.05 Sq Ft Fee Simple
18.06 Sq Ft Leasehold
18.07 Sq Ft Fee Simple
18.08 Sq Ft Leasehold
18.09 Sq Ft Fee Simple
18.10 Sq Ft Leasehold
18.11 Sq Ft Fee Simple
18.12 Sq Ft Leasehold
18.13 Sq Ft Leasehold
19 Sq Ft 177.34 Fee Simple 56,000,000 56,000,000
20 ROOMS 114,326.38 55,000,000 55,000,000
20.01 Rooms 46,587.73 Fee Simple
20.02 Rooms 27,076.13 Fee Simple
20.03 Rooms 26,992.80 Fee Simple
20.04 Rooms 27,128.33 Fee Simple
20.05 Rooms 25,621.69 Fee Simple
20.06 Rooms 14,687.38 Fee Simple
20.07 Rooms 15,862.53 Fee Simple
20.08 Rooms 15,621.32 Fee Simple
- ----------------------------------------------------------------------------------------------------------------------
21 Sq Ft 130.34 Fee Simple 50,895,000 50,895,000
22 Sq Ft 197.14 Fee Simple 47,500,000 47,500,000
23 Rooms 117,721.52 Fee Simple 46,500,000 46,500,000
24 Sq Ft 126.97 Fee Simple 10,456,000 10,456,000
25 Sq Ft 140.27 Fee Simple 5,176,000 5,176,000
26 Sq Ft 142.09 Fee Simple 4,632,000 4,632,000
27 Sq Ft 136.05 Fee Simple 4,272,000 4,272,000
28 Sq Ft 121.42 Fee Simple 3,752,000 3,752,000
29 Sq Ft 131.30 Fee Simple 3,696,000 3,696,000
30 Sq Ft 111.68 Fee Simple 3,576,000 3,576,000
31 Sq Ft 114.96 Fee Simple 3,104,000 3,104,000
32 Sq Ft 54.14 Fee Simple 2,336,000 2,336,000
- ----------------------------------------------------------------------------------------------------------------------
33 Sq Ft 121.78 Fee Simple 40,000,000 40,000,000
34 Sq Ft 225.57 Fee Simple 38,900,000 38,900,000
35 Sq Ft 175.60 Both Fee/Leasehold 35,500,000 35,500,000
36 Sq Ft 257.21 Fee Simple 35,000,000 35,000,000
37 UNITS 63,432.84 34,000,000 34,000,000
37.01 Units Fee Simple
37.02 Units Fee Simple
- ----------------------------------------------------------------------------------------------------------------------
38 Sq Ft 401.30 Leasehold 34,000,000 34,000,000
39 Sq Ft 87.58 Leasehold 30,000,000 30,000,000
40 Sq Ft 121.92 Leasehold 29,000,000 29,000,000
41 Sq Ft 171.63 Fee Simple 28,500,000 28,500,000
42 Units 54,384.92 Fee Simple 27,410,000 27,410,000
- ----------------------------------------------------------------------------------------------------------------------
43 Sq Ft 219.44 Fee Simple 26,000,000 26,000,000
44 Sq Ft 146.01 Fee Simple 25,300,000 25,300,000
45 ROOMS 42,884.77 25,000,000 24,958,938
45.01 Rooms Leasehold
45.02 Rooms Leasehold
46 ROOMS 47,396.78 24,800,000 24,615,228
46.01 Rooms Fee Simple
46.02 Rooms Leasehold
46.03 Rooms Fee Simple
46.04 Rooms Fee Simple
46.05 Rooms Fee Simple
46.06 Rooms Leasehold
46.07 Rooms Leasehold
46.08 Rooms Leasehold
46.09 Rooms Leasehold
46.10 Rooms Fee Simple
46.11 Rooms Fee Simple
47 SQ FT 119.55 21,920,000 21,920,000
47.01 Sq Ft Leasehold
47.02 Sq Ft Leasehold
- ----------------------------------------------------------------------------------------------------------------------
48 Sq Ft 150.37 Fee Simple 21,000,000 21,000,000
49 Units 58,743.96 Fee Simple 12,160,000 12,160,000
50 Units 49,356.73 Fee Simple 8,440,000 8,440,000
51 Sq Ft 98.46 Leasehold 20,000,000 20,000,000
52 Sq Ft 165.08 Fee Simple 19,810,000 19,810,000
- ----------------------------------------------------------------------------------------------------------------------
53 Sq Ft 57.11 Fee Simple 17,500,000 17,427,059
54 Sq Ft 122.42 Fee Simple 19,380,000 19,380,000
55 Sq Ft 100.70 Fee Simple 18,600,000 18,600,000
56 Sq Ft 153.26 Fee Simple 18,100,000 18,100,000
57 Sq Ft 187.41 Fee Simple 18,000,000 17,891,647
- ----------------------------------------------------------------------------------------------------------------------
58 Sq Ft 174.49 Fee Simple 17,750,000 17,750,000
59 Sq Ft 78.40 Fee Simple 17,600,000 17,600,000
60 Sq Ft 141.75 Fee Simple 17,500,000 17,500,000
61 Sq Ft 165.20 Fee Simple 16,900,000 16,900,000
62 Sq Ft 108.99 Fee Simple 16,620,000 16,620,000
- ----------------------------------------------------------------------------------------------------------------------
63 Sq Ft 108.57 Fee Simple 16,500,000 16,423,444
64 Sq Ft 140.66 Fee Simple 16,100,000 16,003,085
65 Sq Ft 112.65 Leasehold 15,900,000 15,804,289
66 Rooms 123,046.88 Fee Simple 15,750,000 15,750,000
67 Sq Ft 123.17 Fee Simple 15,625,000 15,625,000
- ----------------------------------------------------------------------------------------------------------------------
68 Sq Ft 91.07 Fee Simple 15,250,000 15,250,000
69 Sq Ft 111.83 Leasehold 15,000,000 15,000,000
70 Sq Ft 128.12 Fee Simple 14,805,000 14,805,000
71 Sq Ft 112.63 Fee Simple 14,460,000 14,460,000
72 Units 59,583.33 Fee Simple 14,300,000 14,300,000
- ----------------------------------------------------------------------------------------------------------------------
73 Sq Ft 66.58 Fee Simple 14,000,000 14,000,000
74 Sq Ft 127.71 Fee Simple 14,000,000 14,000,000
75 Rooms 90,953.95 Fee Simple 13,825,000 13,825,000
76 Sq Ft 44.41 Fee Simple 13,600,000 13,600,000
77 Sq Ft 210.93 Fee Simple 13,000,000 13,000,000
- ----------------------------------------------------------------------------------------------------------------------
78 Sq Ft 129.27 Fee Simple 12,500,000 12,500,000
79 Sq Ft 111.26 Fee Simple 12,500,000 12,500,000
80 Sq Ft 224.16 Fee Simple 12,200,000 12,200,000
81 Sq Ft 214.38 Leasehold 11,500,000 11,500,000
82 Sq Ft 283.80 Fee Simple 8,150,000 8,150,000
83 Sq Ft 255.95 Fee Simple 3,300,000 3,300,000
- ----------------------------------------------------------------------------------------------------------------------
84 Rooms 101,818.18 Fee Simple 11,200,000 11,200,000
85 Units 47,965.22 Fee Simple 11,032,000 11,032,000
86 UNITS 4,679.90 11,000,000 10,965,001
86.01 Units Fee Simple
86.02 Units Fee Simple
86.03 Units Fee Simple
86.04 Units Fee Simple
86.05 Units Fee Simple
87 Sq Ft 148.48 Fee Simple 11,000,000 10,933,784
88 Sq Ft 136.57 Fee Simple 10,900,000 10,834,386
- ----------------------------------------------------------------------------------------------------------------------
89 Sq Ft 118.04 Fee Simple 10,700,000 10,700,000
90 Sq Ft 237.04 Fee Simple 10,400,000 10,400,000
91 Sq Ft 125.15 Fee Simple 10,300,000 10,300,000
92 Sq Ft 76.16 Fee Simple 10,250,000 10,250,000
93 Sq Ft 132.60 Fee Simple 10,240,000 10,240,000
- ----------------------------------------------------------------------------------------------------------------------
94 Sq Ft 134.96 Fee Simple 10,200,000 10,200,000
95 Sq Ft 104.87 Fee Simple 10,000,000 10,000,000
96 Sq Ft 103.61 Fee Simple 10,000,000 10,000,000
97 SQ FT 134.17 10,000,000 9,968,889
97.01 Sq Ft Fee Simple
97.02 Sq Ft Fee Simple
98 Sq Ft 109.04 Fee Simple 9,720,000 9,720,000
- ----------------------------------------------------------------------------------------------------------------------
99 Sq Ft 153.33 Fee Simple 9,624,000 9,582,619
100 SQ FT 68.44 9,550,000 9,550,000
100.01 Sq Ft Leasehold
100.02 Sq Ft Leasehold
101 Sq Ft 165.64 Fee Simple 9,244,000 9,244,000
102 Sq Ft 94.24 Fee Simple 9,175,000 9,175,000
103 Sq Ft 260.25 Fee Simple 9,082,000 9,082,000
- ----------------------------------------------------------------------------------------------------------------------
104 Sq Ft 193.94 Fee Simple 9,000,000 9,000,000
105 Sq Ft 109.26 Fee Simple 8,500,000 8,500,000
106 Sq Ft 97.34 Leasehold 8,250,000 8,250,000
107 Sq Ft 190.12 Fee Simple 8,175,000 8,175,000
108 Sq Ft 218.60 Fee Simple 8,200,000 8,159,969
- ----------------------------------------------------------------------------------------------------------------------
109 SQ FT 57.91 7,900,000 7,900,000
109.01 Sq Ft 52.85 Fee Simple
109.02 Sq Ft 69.82 Fee Simple
110 Units 38,285.90 Fee Simple 7,920,000 7,886,895
111 Sq Ft 98.19 Fee Simple 7,720,000 7,720,000
112 Sq Ft 232.54 Fee Simple 7,600,000 7,600,000
113 Rooms 74,257.43 Fee Simple 7,500,000 7,500,000
- ----------------------------------------------------------------------------------------------------------------------
114 Units 28,846.15 Fee Simple 7,500,000 7,500,000
115 Rooms 57,799.28 Leasehold 7,500,000 7,456,107
116 Units 30,625.00 Fee Simple 7,350,000 7,350,000
117 Rooms 48,553.14 Fee Simple 7,250,000 7,234,418
118 SQ FT 232.95 7,200,000 7,190,329
118.01 Sq Ft Fee Simple
118.02 Sq Ft Fee Simple
118.03 Sq Ft Fee Simple
118.04 Sq Ft Fee Simple
- ----------------------------------------------------------------------------------------------------------------------
119 Sq Ft 123.40 Fee Simple 7,160,000 7,160,000
120 Sq Ft 515.96 Fee Simple 7,100,000 7,062,506
121 Sq Ft 137.17 Fee Simple 7,100,000 7,057,261
122 Sq Ft 111.45 Fee Simple 7,000,000 7,000,000
123 SQ FT 234.21 7,000,000 6,990,564
123.01 Sq Ft Fee Simple
123.02 Sq Ft Fee Simple
123.03 Sq Ft Fee Simple
123.04 Sq Ft Fee Simple
- ----------------------------------------------------------------------------------------------------------------------
124 Sq Ft 69.96 Fee Simple 6,900,000 6,890,703
125 Sq Ft 145.88 Fee Simple 6,825,000 6,825,000
126 Units 34,234.38 Fee Simple 6,573,000 6,573,000
127 Sq Ft 142.86 Fee Simple 6,500,000 6,500,000
128 Sq Ft 84.30 Fee Simple 6,500,000 6,500,000
- ----------------------------------------------------------------------------------------------------------------------
129 Sq Ft 90.97 Fee Simple 6,080,000 6,060,553
130 Sq Ft 145.10 Fee Simple 6,000,000 6,000,000
131 Units 71,428.57 Fee Simple 6,000,000 6,000,000
132 Sq Ft 155.56 Fee Simple 5,880,000 5,880,000
133 Sq Ft 90.73 Fee Simple 5,840,000 5,826,748
- ----------------------------------------------------------------------------------------------------------------------
134 Sq Ft 230.08 Fee Simple 5,750,000 5,750,000
135 Sq Ft 94.57 Fee Simple 5,700,000 5,674,269
136 Sq Ft 138.23 Fee Simple 5,500,000 5,487,666
137 Sq Ft 144.73 Fee Simple 5,375,000 5,375,000
138 Sq Ft 111.51 Fee Simple 5,240,000 5,228,025
- ----------------------------------------------------------------------------------------------------------------------
139 Units 25,612.75 Fee Simple 5,225,000 5,225,000
140 Sq Ft 121.10 Fee Simple 5,200,000 5,200,000
141 Sq Ft 113.64 Leasehold 5,200,000 5,200,000
142 Units 33,654.03 Fee Simple 5,150,000 5,115,413
143 Sq Ft 133.65 Fee Simple 5,000,000 5,000,000
- ----------------------------------------------------------------------------------------------------------------------
144 Sq Ft 61.19 Fee Simple 4,692,000 4,681,330
145 Units 30,463.58 Fee Simple 4,600,000 4,600,000
146 Sq Ft 65.23 Fee Simple 4,530,000 4,530,000
147 Rooms 53,963.41 Fee Simple 4,425,000 4,425,000
148 Sq Ft 115.33 Fee Simple 4,370,000 4,370,000
- ----------------------------------------------------------------------------------------------------------------------
149 Units 43,200.00 Fee Simple 4,320,000 4,320,000
150 Sq Ft 93.12 Fee Simple 4,325,000 4,315,116
151 Sq Ft 286.29 Fee Simple 4,270,000 4,270,000
152 Sq Ft 106.49 Fee Simple 4,200,000 4,194,101
153 Sq Ft 145.03 Fee Simple 4,110,000 4,110,000
- ----------------------------------------------------------------------------------------------------------------------
154 UNITS 6,146.93 4,100,000 4,100,000
154.01 Units 5,943.21 Fee Simple
154.02 Units 6,461.83 Fee Simple
155 Sq Ft 274.07 Fee Simple 3,996,000 3,996,000
156 Sq Ft 149.91 Fee Simple 4,000,000 3,987,564
157 Sq Ft 342.26 Fee Simple 3,900,000 3,900,000
158 Sq Ft 363.57 Fee Simple 3,900,000 3,900,000
- ----------------------------------------------------------------------------------------------------------------------
159 Sq Ft 215.33 Fee Simple 3,900,000 3,900,000
160 Sq Ft 264.12 Fee Simple 3,843,000 3,843,000
161 Sq Ft 77.55 Fee Simple 3,800,000 3,800,000
162 Sq Ft 244.12 Fee Simple 3,750,000 3,750,000
163 Sq Ft 33.98 Fee Simple 3,665,000 3,656,604
- ----------------------------------------------------------------------------------------------------------------------
164 Sq Ft 207.35 Fee Simple 3,500,000 3,483,542
165 Sq Ft 165.85 Fee Simple 3,400,000 3,400,000
166 Sq Ft 101.74 Fee Simple 3,267,927 3,267,927
167 Units 5,071.32 Fee Simple 3,200,000 3,200,000
168 Sq Ft 42.12 Fee Simple 3,200,000 3,192,669
- ----------------------------------------------------------------------------------------------------------------------
169 Sq Ft 47.19 Fee Simple 3,135,000 3,127,818
170 Sq Ft 63.41 Fee Simple 3,100,000 3,081,946
171 Sq Ft 92.32 Fee Simple 3,000,000 3,000,000
172 Sq Ft 232.74 Fee Simple 3,000,000 3,000,000
173 Sq Ft 86.82 Fee Simple 3,000,000 2,992,668
- ----------------------------------------------------------------------------------------------------------------------
174 Sq Ft 53.51 Fee Simple 2,850,000 2,845,980
175 Units 30,658.21 Fee Simple 2,820,555 2,820,555
176 Sq Ft 41.77 Fee Simple 2,800,000 2,787,710
177 Units 5,706.67 Fee Simple 2,600,000 2,596,534
178 Sq Ft 210.17 Fee Simple 2,500,000 2,500,000
- ----------------------------------------------------------------------------------------------------------------------
179 Pads 31,645.57 Fee Simple 2,500,000 2,500,000
180 Units 34,444.44 Fee Simple 2,480,000 2,480,000
181 Sq Ft 70.67 Fee Simple 2,400,000 2,388,901
182 Sq Ft 71.62 Fee Simple 2,300,000 2,300,000
183 Pads 16,193.44 Fee Simple 2,100,000 2,088,954
- ----------------------------------------------------------------------------------------------------------------------
184 Units 4,225.11 Fee Simple 2,100,000 2,087,207
185 Sq Ft 49.62 Fee Simple 2,000,000 2,000,000
186 Sq Ft 44.34 Fee Simple 2,000,000 1,997,206
187 Sq Ft 83.05 Leasehold 1,400,000 1,395,254
188 Sq Ft 34.33 Fee Simple 1,400,000 1,392,238
ALLOCATED CUT-OFF GROSS
CONTROL DATE BALANCE % OF INITIAL BALLOON INTEREST ADMINISTRATIVE
NUMBER (MULTI-PROPERTY) POOL BALANCE BALANCE RATE (%) FEE RATE (%)
- -------------------------------------------------------------------------------------------------------------------------
1 215,500,000 5.5% 215,500,000 5.41000% 0.02050%
2 5.5% 191,034,389 5.48700% 0.02050%
2.01 34,249,033
2.02 33,646,852
2.03 32,141,400
2.04 31,539,219
2.05 25,667,956
2.06 25,442,139
2.07 12,570,524
2.08 11,290,890
2.09 7,451,987
3 4.8% 177,601,950 6.14000% 0.02050%
3.01 43,400,000
3.02 30,900,000
3.03 27,600,000
3.04 23,700,000
3.05 19,000,000
3.06 17,400,000
3.07 15,500,000
3.08 10,000,000
4 3.6% 140,000,000 5.22000% 0.05050%
4.01 32,611,765
4.02 30,058,824
4.03 18,323,529
4.04 16,017,647
4.05 11,941,176
4.06 8,852,941
4.07 7,823,529
4.08 7,782,353
4.09 6,588,235
5 130,000,000 3.3% 121,049,031 5.66500% 0.02050%
- ----------------------------------------------------------------------------------------------------------------------------
6 129,255,976 3.3% 120,927,739 4.98308% 0.02050%
7 109,504,922 2.8% 102,022,036 5.38600% 0.02050%
8 2.6% 103,000,000 5.53300% 0.02050%
8.01 19,200,000
8.02 18,900,000
8.03 17,300,000
8.04 15,800,000
8.05 11,000,000
8.06 7,600,000
8.07 7,000,000
8.08 6,200,000
9 94,100,000 2.4% 94,100,000 5.68500% 0.02050%
10 2.2% 80,807,719 5.77500% 0.02050%
10.01 8,590,000
10.02 8,100,000
10.03 7,760,000
10.04 7,700,000
10.05 7,280,000
10.06 6,190,000
10.07 5,720,000
10.08 5,620,000
10.09 5,250,000
10.10 4,980,000
10.11 4,920,000
10.12 4,530,000
10.13 4,220,000
10.14 3,140,000
- ----------------------------------------------------------------------------------------------------------------------------
11 2.1% 78,420,858 6.62500% 0.02050%
11.01 52,000,000
11.02 23,500,000
11.03 5,500,000
12 80,000,000 2.1% 74,406,036 5.58000% 0.02050%
13 79,700,000 2.0% 79,700,000 5.54000% 0.02050%
14 73,070,000 1.9% 67,467,102 6.38300% 0.02050%
15 71,100,000 1.8% 65,985,876 5.43000% 0.02050%
- ----------------------------------------------------------------------------------------------------------------------------
16 69,250,000 1.8% 69,250,000 5.54000% 0.02050%
17 1.8% 68,740,000 6.50000% 0.02050%
17.01 5,942,224
17.02 4,962,152
17.03 3,437,105
17.04 3,227,650
17.05 3,023,309
17.06 2,822,806
17.07 2,403,357
17.08 2,370,245
17.09 2,318,987
17.10 2,281,218
17.11 2,256,849
17.12 2,192,192
17.13 1,855,496
17.14 1,824,236
17.15 1,807,016
17.16 1,712,263
17.17 1,701,555
17.18 1,660,118
17.19 1,635,341
17.20 1,605,403
17.21 1,500,614
17.22 1,471,702
17.23 1,376,483
17.24 1,236,531
17.25 1,155,136
17.26 1,148,835
17.27 1,076,636
17.28 1,076,308
17.29 1,069,617
17.30 1,028,130
17.31 1,020,806
17.32 985,794
17.33 969,040
17.34 785,945
17.35 754,740
17.36 658,688
17.37 385,475
18 1.5% 53,267,846 5.79500% 0.02050%
18.01 14,058,203
18.02 10,883,770
18.03 7,104,683
18.04 5,139,558
18.05 3,703,505
18.06 2,796,525
18.07 2,494,197
18.08 2,418,615
18.09 2,380,825
18.10 2,267,452
18.11 1,851,753
18.12 1,171,516
18.13 831,399
19 56,000,000 1.4% 50,039,473 5.45300% 0.02050%
20 1.4% 49,097,623 5.48700% 0.02050%
20.01 15,280,776
20.02 9,774,483
20.03 7,396,026
20.04 6,402,287
20.05 5,457,420
20.06 3,730,595
20.07 3,537,344
20.08 3,421,069
- ----------------------------------------------------------------------------------------------------------------------------
21 50,895,000 1.3% 48,979,316 5.82600% 0.02050%
22 47,500,000 1.2% 42,490,120 5.50000% 0.02050%
23 46,500,000 1.2% 45,460,581 6.25700% 0.02050%
24 10,456,000 0.3% 9,375,017 5.60000% 0.02050%
25 5,176,000 0.1% 4,640,884 5.60000% 0.02050%
26 4,632,000 0.1% 4,153,125 5.60000% 0.02050%
27 4,272,000 0.1% 3,830,344 5.60000% 0.02050%
28 3,752,000 0.1% 3,364,104 5.60000% 0.02050%
29 3,696,000 0.1% 3,313,893 5.60000% 0.02050%
30 3,576,000 0.1% 3,206,298 5.60000% 0.02050%
31 3,104,000 0.1% 2,783,096 5.60000% 0.02050%
32 2,336,000 0.1% 2,094,495 5.60000% 0.02050%
- ----------------------------------------------------------------------------------------------------------------------------
33 40,000,000 1.0% 35,077,986 5.55000% 0.02050%
34 38,900,000 1.0% 34,148,634 5.59000% 0.02050%
35 35,500,000 0.9% 35,500,000 5.78000% 0.02050%
36 35,000,000 0.9% 32,641,848 5.77700% 0.02050%
37 0.9% 30,749,988 6.05200% 0.02050%
37.01 20,000,000
37.02 14,000,000
- ----------------------------------------------------------------------------------------------------------------------------
38 34,000,000 0.9% 32,663,580 5.63000% 0.02050%
39 30,000,000 0.8% 26,029,582 5.11000% 0.02050%
40 29,000,000 0.7% 26,064,663 5.74000% 0.02050%
41 28,500,000 0.7% 25,548,346 5.59000% 0.06050%
42 27,410,000 0.7% 27,410,000 5.28000% 0.02050%
- ----------------------------------------------------------------------------------------------------------------------------
43 26,000,000 0.7% 23,332,283 5.66300% 0.02050%
44 25,300,000 0.6% 21,689,873 5.55000% 0.06050%
45 0.6% 19,903,771 6.86500% 0.02050%
45.01 12,978,648
45.02 11,980,290
46 0.6% 19,013,814 5.71000% 0.02050%
46.01 4,985,363
46.02 2,908,128
46.03 2,908,128
46.04 2,503,068
46.05 2,440,750
46.06 2,388,820
46.07 2,025,304
46.08 1,454,064
46.09 1,339,816
46.10 830,894
46.11 830,894
47 0.6% 19,778,813 5.93500% 0.02050%
47.01 12,480,000
47.02 9,440,000
- ----------------------------------------------------------------------------------------------------------------------------
48 21,000,000 0.5% 19,652,116 6.03000% 0.02050%
49 12,160,000 0.3% 10,580,204 5.22000% 0.02050%
50 8,440,000 0.2% 7,343,497 5.22000% 0.02050%
51 20,000,000 0.5% 17,408,939 5.24000% 0.02050%
52 19,810,000 0.5% 19,810,000 5.46000% 0.06050%
- ----------------------------------------------------------------------------------------------------------------------------
53 17,427,059 0.4% 14,748,041 5.79500% 0.02050%
54 19,380,000 0.5% 17,012,866 5.59000% 0.02050%
55 18,600,000 0.5% 17,279,370 5.50000% 0.02050%
56 18,100,000 0.5% 16,271,150 5.74600% 0.02050%
57 17,891,647 0.5% 13,827,196 5.77000% 0.02050%
- ----------------------------------------------------------------------------------------------------------------------------
58 17,750,000 0.5% 16,560,872 5.81200% 0.02050%
59 17,600,000 0.5% 17,600,000 5.66000% 0.02050%
60 17,500,000 0.4% 15,350,268 5.56000% 0.02050%
61 16,900,000 0.4% 14,488,492 5.55000% 0.06050%
62 16,620,000 0.4% 15,438,188 5.49000% 0.02050%
- ----------------------------------------------------------------------------------------------------------------------------
63 16,423,444 0.4% 10,699,708 5.72500% 0.02050%
64 16,003,085 0.4% 12,367,658 5.77000% 0.02050%
65 15,804,289 0.4% 12,214,024 5.77000% 0.02050%
66 15,750,000 0.4% 13,916,873 5.87000% 0.02050%
67 15,625,000 0.4% 13,743,943 6.54500% 0.02050%
- ----------------------------------------------------------------------------------------------------------------------------
68 15,250,000 0.4% 14,134,751 5.34000% 0.02050%
69 15,000,000 0.4% 14,410,524 5.61000% 0.02050%
70 14,805,000 0.4% 13,802,389 5.73200% 0.02050%
71 14,460,000 0.4% 12,915,673 5.43000% 0.07050%
72 14,300,000 0.4% 14,300,000 5.62000% 0.02050%
- ----------------------------------------------------------------------------------------------------------------------------
73 14,000,000 0.4% 14,000,000 5.39500% 0.02050%
74 14,000,000 0.4% 12,593,245 5.77800% 0.02050%
75 13,825,000 0.4% 13,517,040 6.27000% 0.02050%
76 13,600,000 0.3% 12,685,565 5.79000% 0.02050%
77 13,000,000 0.3% 11,253,844 5.02000% 0.05050%
- ----------------------------------------------------------------------------------------------------------------------------
78 12,500,000 0.3% 11,093,408 5.12500% 0.02050%
79 12,500,000 0.3% 11,078,976 6.00500% 0.02050%
80 12,200,000 0.3% 11,183,916 5.22000% 0.02050%
81 11,500,000 0.3% 10,275,327 5.45000% 0.02050%
82 8,150,000 0.2% 8,150,000 5.94500% 0.02050%
83 3,300,000 0.1% 3,300,000 5.94500% 0.02050%
- ----------------------------------------------------------------------------------------------------------------------------
84 11,200,000 0.3% 8,940,825 5.78000% 0.02050%
85 11,032,000 0.3% 9,745,407 4.91000% 0.02050%
86 0.3% 8,432,301 5.71000% 0.02050%
86.01 2,960,329
86.02 2,680,497
86.03 2,209,201
86.04 1,597,988
86.05 1,516,985
87 10,933,784 0.3% 8,449,952 5.77000% 0.02050%
88 10,834,386 0.3% 8,373,135 5.77000% 0.02050%
- ----------------------------------------------------------------------------------------------------------------------------
89 10,700,000 0.3% 9,561,060 5.45000% 0.02050%
90 10,400,000 0.3% 8,902,092 5.49000% 0.02050%
91 10,300,000 0.3% 9,175,677 6.23700% 0.02050%
92 10,250,000 0.3% 9,524,499 5.52000% 0.05050%
93 10,240,000 0.3% 8,969,998 5.50000% 0.07050%
- ----------------------------------------------------------------------------------------------------------------------------
94 10,200,000 0.3% 10,200,000 5.81000% 0.02050%
95 10,000,000 0.3% 10,000,000 5.97000% 0.02050%
96 10,000,000 0.3% 10,000,000 5.97000% 0.02050%
97 0.3% 7,709,138 5.87500% 0.02050%
97.01 5,881,644
97.02 4,087,244
98 9,720,000 0.2% 8,961,516 4.98000% 0.02050%
- ----------------------------------------------------------------------------------------------------------------------------
99 9,582,619 0.2% 8,070,132 5.63000% 0.02050%
100 0.2% 8,713,650 6.60500% 0.02050%
100.01 6,685,000
100.02 2,865,000
101 9,244,000 0.2% 8,554,170 5.23000% 0.02050%
102 9,175,000 0.2% 8,041,351 5.52000% 0.02050%
103 9,082,000 0.2% 8,459,934 5.69000% 0.02050%
- ----------------------------------------------------------------------------------------------------------------------------
104 9,000,000 0.2% 9,000,000 5.53000% 0.07050%
105 8,500,000 0.2% 7,934,137 5.84600% 0.02050%
106 8,250,000 0.2% 7,327,420 5.16000% 0.06050%
107 8,175,000 0.2% 7,633,672 5.86800% 0.02050%
108 8,159,969 0.2% 5,218,614 5.25000% 0.02050%
- ----------------------------------------------------------------------------------------------------------------------------
109 0.2% 7,900,000 5.57000% 0.07050%
109.01 5,058,772
109.02 2,841,228
110 7,886,895 0.2% 6,671,533 5.78000% 0.02050%
111 7,720,000 0.2% 6,819,012 5.85500% 0.02050%
112 7,600,000 0.2% 7,037,762 5.28000% 0.05050%
113 7,500,000 0.2% 7,500,000 6.45000% 0.02050%
- ----------------------------------------------------------------------------------------------------------------------------
114 7,500,000 0.2% 6,575,503 5.96500% 0.02050%
115 7,456,107 0.2% 5,797,733 5.95500% 0.02050%
116 7,350,000 0.2% 6,443,993 5.96500% 0.02050%
117 7,234,418 0.2% 6,153,390 6.03500% 0.02050%
118 0.2% 6,085,117 5.89500% 0.02050%
118.01 1,996,330
118.02 1,987,090
118.03 1,757,626
118.04 1,449,283
- ----------------------------------------------------------------------------------------------------------------------------
119 7,160,000 0.2% 7,160,000 5.34000% 0.02050%
120 7,062,506 0.2% 5,945,111 5.58000% 0.02050%
121 7,057,261 0.2% 5,454,061 5.77000% 0.02050%
122 7,000,000 0.2% 6,641,195 5.88000% 0.02050%
123 0.2% 5,909,930 5.86000% 0.02050%
123.01 1,994,912
123.02 1,788,899
123.03 1,675,778
123.04 1,530,974
- ----------------------------------------------------------------------------------------------------------------------------
124 6,890,703 0.2% 5,826,370 5.86500% 0.02050%
125 6,825,000 0.2% 6,452,883 5.56000% 0.02050%
126 6,573,000 0.2% 5,765,956 5.56000% 0.07050%
127 6,500,000 0.2% 6,500,000 5.40000% 0.02050%
128 6,500,000 0.2% 5,907,130 5.28500% 0.02050%
- ----------------------------------------------------------------------------------------------------------------------------
129 6,060,553 0.2% 5,103,392 5.66000% 0.07050%
130 6,000,000 0.2% 5,145,725 5.55000% 0.02050%
131 6,000,000 0.2% 5,389,461 5.70700% 0.02050%
132 5,880,000 0.2% 5,467,535 5.56300% 0.02050%
133 5,826,748 0.1% 4,907,866 5.70300% 0.02050%
- ----------------------------------------------------------------------------------------------------------------------------
134 5,750,000 0.1% 5,056,499 5.66000% 0.02050%
135 5,674,269 0.1% 4,741,346 5.37000% 0.02050%
136 5,487,666 0.1% 4,632,198 5.77500% 0.02050%
137 5,375,000 0.1% 4,728,096 5.68000% 0.02050%
138 5,228,025 0.1% 4,397,882 5.66000% 0.02050%
- ----------------------------------------------------------------------------------------------------------------------------
139 5,225,000 0.1% 4,437,929 5.21200% 0.02050%
140 5,200,000 0.1% 4,654,148 5.53000% 0.02050%
141 5,200,000 0.1% 4,838,064 5.61000% 0.02050%
142 5,115,413 0.1% 4,277,200 5.32000% 0.02050%
143 5,000,000 0.1% 4,475,143 5.53000% 0.02050%
- ----------------------------------------------------------------------------------------------------------------------------
144 4,681,330 0.1% 3,941,545 5.69000% 0.02050%
145 4,600,000 0.1% 3,980,394 5.00000% 0.02050%
146 4,530,000 0.1% 4,204,880 5.44000% 0.07050%
147 4,425,000 0.1% 4,326,430 6.27000% 0.02050%
148 4,370,000 0.1% 3,828,932 5.51000% 0.08050%
- ----------------------------------------------------------------------------------------------------------------------------
149 4,320,000 0.1% 3,821,030 4.97000% 0.02050%
150 4,315,116 0.1% 3,629,931 5.66000% 0.02050%
151 4,270,000 0.1% 3,951,353 5.23000% 0.02050%
152 4,194,101 0.1% 3,504,148 5.47000% 0.02050%
153 4,110,000 0.1% 3,821,249 5.56000% 0.02050%
- ----------------------------------------------------------------------------------------------------------------------------
154 0.1% 3,708,409 6.06000% 0.07050%
154.01 2,407,002
154.02 1,692,998
155 3,996,000 0.1% 3,996,000 5.59000% 0.02050%
156 3,987,564 0.1% 3,372,765 5.81000% 0.02050%
157 3,900,000 0.1% 3,475,264 5.32000% 0.02050%
158 3,900,000 0.1% 3,633,261 5.68000% 0.02050%
- ----------------------------------------------------------------------------------------------------------------------------
159 3,900,000 0.1% 3,485,642 5.46000% 0.02050%
160 3,843,000 0.1% 3,843,000 5.57000% 0.02050%
161 3,800,000 0.1% 3,533,441 5.56300% 0.02050%
162 3,750,000 0.1% 3,289,343 5.56000% 0.02050%
163 3,656,604 0.1% 3,074,593 5.64500% 0.02050%
- ----------------------------------------------------------------------------------------------------------------------------
164 3,483,542 0.1% 2,891,079 5.15000% 0.02050%
165 3,400,000 0.1% 3,019,250 6.09000% 0.02050%
166 3,267,927 0.1% 2,872,842 5.65000% 0.02050%
167 3,200,000 0.1% 2,723,452 5.71000% 0.02050%
168 3,192,669 0.1% 2,684,502 5.64500% 0.02050%
- ----------------------------------------------------------------------------------------------------------------------------
169 3,127,818 0.1% 2,629,973 5.64500% 0.02050%
170 3,081,946 0.1% 2,555,107 5.08000% 0.09050%
171 3,000,000 0.1% 2,585,975 4.85000% 0.02050%
172 3,000,000 0.1% 2,786,473 5.49000% 0.07050%
173 2,992,668 0.1% 2,485,949 5.25000% 0.02050%
- ----------------------------------------------------------------------------------------------------------------------------
174 2,845,980 0.1% 2,375,004 5.43200% 0.06050%
175 2,820,555 0.1% 2,474,243 5.56000% 0.02050%
176 2,787,710 0.1% 2,339,993 5.52000% 0.02050%
177 2,596,534 0.1% 2,202,281 5.97000% 0.02050%
178 2,500,000 0.1% 2,332,861 5.82000% 0.07050%
- ----------------------------------------------------------------------------------------------------------------------------
179 2,500,000 0.1% 2,336,315 5.93000% 0.07050%
180 2,480,000 0.1% 2,192,595 4.95000% 0.02050%
181 2,388,901 0.1% 1,988,169 5.24000% 0.02050%
182 2,300,000 0.1% 2,145,333 5.79000% 0.02050%
183 2,088,954 0.1% 1,759,494 5.60000% 0.02050%
- ----------------------------------------------------------------------------------------------------------------------------
184 2,087,207 0.1% 1,771,030 5.81800% 0.02050%
185 2,000,000 0.1% 1,759,335 5.67500% 0.02050%
186 1,997,206 0.1% 1,671,226 5.52000% 0.06050%
187 1,395,254 0.0% 1,163,889 5.35000% 0.07050%
188 1,392,238 0.0% 1,163,290 5.33300% 0.02050%
MONTHLY ANNUAL PARI PASSU PARI PASSU
CONTROL NET INTEREST DEBT DEBT MONTHLY DEBT ANNUAL DEBT
NUMBER RATE (%) SERVICE ($) SERVICE ($) SERVICE ($) SERVICE ($)
- -----------------------------------------------------------------------------------------------------------------------
1 5.38950% 985,039.53 11,820,474.36
2 5.46650% 1,213,323.57 14,559,882.84
2.01
2.02
2.03
2.04
2.05
2.06
2.07
2.08
2.09
3 6.11950% 1,224,161.92 14,689,943.04
3.01
3.02
3.03
3.04
3.05
3.06
3.07
3.08
4 5.16950% 1,499,541.67 17,994,500.00 617,458.33 7,409,500.00
4.01
4.02
4.03
4.04
4.05
4.06
4.07
4.08
4.09
5 5.64450% 751,639.67 9,019,676.04
- -----------------------------------------------------------------------------------------------------------------------
6 4.96258% 691,148.64 8,293,783.68
7 5.36550% 616,722.91 7,400,674.92
8 5.51250% 481,511.89 5,778,142.64
8.01
8.02
8.03
8.04
8.05
8.06
8.07
8.08
9 5.66450% 451,990.40 5,423,884.79
10 5.75450% 491,536.06 5,898,432.72
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
10.12
10.13
10.14
- -----------------------------------------------------------------------------------------------------------------------
11 6.60450% 518,651.88 6,223,822.56
11.01
11.02
11.03
12 5.55950% 458,254.77 5,499,057.24
13 5.51950% 373,058.73 4,476,704.72
14 6.36250% 473,570.08 5,682,840.96
15 5.40950% 400,580.88 4,806,970.56
- -----------------------------------------------------------------------------------------------------------------------
16 5.51950% 324,144.50 3,889,734.03
17 6.47950% 377,513.08 4,530,156.94
17.01
17.02
17.03
17.04
17.05
17.06
17.07
17.08
17.09
17.10
17.11
17.12
17.13
17.14
17.15
17.16
17.17
17.18
17.19
17.20
17.21
17.22
17.23
17.24
17.25
17.26
17.27
17.28
17.29
17.30
17.31
17.32
17.33
17.34
17.35
17.36
17.37
18 5.77450% 334,865.93 4,018,391.16
18.01
18.02
18.03
18.04
18.05
18.06
18.07
18.08
18.09
18.10
18.11
18.12
18.13
19 5.43250% 316,312.45 3,795,749.40
20 5.46650% 1,366,406.45 16,396,877.40 311,835.50 3,742,026.00
20.01
20.02
20.03
20.04
20.05
20.06
20.07
20.08
- -----------------------------------------------------------------------------------------------------------------------
21 5.80550% 299,471.16 3,593,653.92
22 5.47950% 269,699.78 3,236,397.36
23 6.23650% 286,520.23 3,438,242.76
24 5.57950% 60,025.70 720,308.40
25 5.57950% 29,714.33 356,571.96
26 5.57950% 26,591.34 319,096.08
27 5.57950% 24,524.65 294,295.80
28 5.57950% 21,539.44 258,473.28
29 5.57950% 21,217.96 254,615.52
30 5.57950% 20,529.07 246,348.84
31 5.57950% 17,819.41 213,832.92
32 5.57950% 13,410.49 160,925.88
- -----------------------------------------------------------------------------------------------------------------------
33 5.52950% 228,372.02 2,740,464.24
34 5.56950% 223,071.47 2,676,857.64
35 5.75950% 173,366.55 2,080,398.60
36 5.75650% 204,851.22 2,458,214.64
37 6.03150% 204,985.25 2,459,823.00
37.01
37.02
- -----------------------------------------------------------------------------------------------------------------------
38 5.60950% 195,830.52 2,349,966.24
39 5.08950% 163,069.32 1,956,831.84
40 5.71950% 169,051.95 2,028,623.40
41 5.52950% 163,432.82 1,961,193.84
42 5.25950% 122,279.06 1,467,348.67
- -----------------------------------------------------------------------------------------------------------------------
43 5.64250% 150,295.05 1,803,540.60
44 5.48950% 144,445.29 1,733,343.48
45 6.84450% 174,547.64 2,094,571.68
45.01
45.02
46 5.68950% 672,439.94 8,069,279.28 155,419.48 1,865,033.76
46.01
46.02
46.03
46.04
46.05
46.06
46.07
46.08
46.09
46.10
46.11
47 5.91450% 130,506.85 1,566,082.20
47.01
47.02
- -----------------------------------------------------------------------------------------------------------------------
48 6.00950% 126,310.93 1,515,731.16
49 5.19950% 66,922.20 803,066.40
50 5.19950% 46,449.29 557,391.48
51 5.21950% 110,316.90 1,323,802.80
52 5.39950% 91,387.38 1,096,648.56
- -----------------------------------------------------------------------------------------------------------------------
53 5.77450% 102,626.07 1,231,512.84
54 5.56950% 111,134.33 1,333,611.96
55 5.47950% 105,608.75 1,267,305.00
56 5.72550% 105,580.70 1,266,968.40
57 5.74950% 113,456.79 1,361,481.48
- -----------------------------------------------------------------------------------------------------------------------
58 5.79150% 104,284.34 1,251,412.08
59 5.63950% 84,166.30 1,009,995.60
60 5.53950% 100,022.86 1,200,274.32
61 5.48950% 96,487.17 1,157,846.04
62 5.46950% 94,262.27 1,131,147.24
- -----------------------------------------------------------------------------------------------------------------------
63 5.70450% 115,608.41 1,387,300.92
64 5.74950% 101,480.80 1,217,769.60
65 5.74950% 100,220.16 1,202,641.92
66 5.84950% 93,116.87 1,117,402.44
67 6.52450% 99,223.49 1,190,681.88
- -----------------------------------------------------------------------------------------------------------------------
68 5.31950% 85,063.16 1,020,757.92
69 5.58950% 86,206.46 1,034,477.52
70 5.71150% 86,228.74 1,034,744.88
71 5.35950% 81,468.35 977,620.20
72 5.59950% 67,901.83 814,821.94
- -----------------------------------------------------------------------------------------------------------------------
73 5.37450% 63,815.86 765,790.28
74 5.75750% 81,949.39 983,392.68
75 6.24950% 85,302.82 1,023,633.84
76 5.76950% 79,711.83 956,541.96
77 4.96950% 69,945.80 839,349.60
- -----------------------------------------------------------------------------------------------------------------------
78 5.10450% 68,060.87 816,730.44
79 5.98450% 74,984.00 899,808.00
80 5.19950% 67,142.34 805,708.08
81 5.42950% 64,935.43 779,225.16
82 5.92450% 40,937.24 491,246.91
83 5.92450% 16,575.82 198,909.79
- -----------------------------------------------------------------------------------------------------------------------
84 5.75950% 70,663.10 847,957.20
85 4.88950% 58,616.84 703,402.08
86 5.68950% 68,936.06 827,232.72
86.01
86.02
86.03
86.04
86.05
87 5.74950% 69,334.71 832,016.52
88 5.74950% 68,704.39 824,452.68
- -----------------------------------------------------------------------------------------------------------------------
89 5.42950% 60,418.18 725,018.16
90 5.46950% 58,984.82 707,817.84
91 6.21650% 63,331.81 759,981.72
92 5.46950% 58,327.06 699,924.72
93 5.42950% 58,141.59 697,699.08
- -----------------------------------------------------------------------------------------------------------------------
94 5.78950% 50,070.90 600,850.83
95 5.94950% 50,440.97 605,291.67
96 5.94950% 50,440.97 605,291.67
97 5.85450% 63,668.21 764,018.52
97.01
97.02
98 4.95950% 52,060.32 624,723.84
- -----------------------------------------------------------------------------------------------------------------------
99 5.60950% 55,431.56 665,178.72
100 6.58450% 65,110.27 781,323.24
100.01
100.02
101 5.20950% 50,931.26 611,175.12
102 5.49950% 52,209.83 626,517.96
103 5.66950% 52,654.43 631,853.16
- -----------------------------------------------------------------------------------------------------------------------
104 5.45950% 42,051.04 504,612.48
105 5.82550% 50,123.28 601,479.36
106 5.09950% 45,098.01 541,176.12
107 5.84750% 48,321.64 579,859.68
108 5.22950% 55,255.22 663,062.64
- -----------------------------------------------------------------------------------------------------------------------
109 5.49950% 37,178.46 446,141.52
109.01
109.02
110 5.75950% 46,370.02 556,440.24
111 5.83450% 45,568.08 546,816.96
112 5.22950% 42,108.81 505,305.72
113 6.42950% 40,872.40 490,468.75
- -----------------------------------------------------------------------------------------------------------------------
114 5.94450% 44,797.66 537,571.92
115 5.93450% 48,116.50 577,398.00
116 5.94450% 43,901.71 526,820.52
117 6.01450% 43,630.69 523,568.28
118 5.87450% 42,682.79 512,193.48
118.01
118.02
118.03
118.04
- -----------------------------------------------------------------------------------------------------------------------
119 5.31950% 32,304.53 387,654.36
120 5.55950% 40,670.11 488,041.32
121 5.74950% 44,752.40 537,028.80
122 5.85950% 41,430.02 497,160.24
123 5.83950% 41,340.56 496,086.72
123.01
123.02
123.03
123.04
- -----------------------------------------------------------------------------------------------------------------------
124 5.84450% 40,772.02 489,264.24
125 5.53950% 39,008.92 468,107.04
126 5.48950% 37,568.59 450,823.08
127 5.37950% 29,656.25 355,875.00
128 5.26450% 36,034.28 432,411.36
- -----------------------------------------------------------------------------------------------------------------------
129 5.58950% 35,134.38 421,612.56
130 5.52950% 35,222.86 422,674.32
131 5.68650% 34,850.65 418,207.80
132 5.54250% 33,618.78 403,425.36
133 5.68250% 33,906.49 406,877.88
- -----------------------------------------------------------------------------------------------------------------------
134 5.63950% 33,227.42 398,729.04
135 5.34950% 31,900.60 382,807.20
136 5.75450% 32,183.91 386,206.92
137 5.65950% 31,128.43 373,541.16
138 5.63950% 30,280.29 363,363.48
- -----------------------------------------------------------------------------------------------------------------------
139 5.19150% 28,729.79 344,757.48
140 5.50950% 29,622.98 355,475.76
141 5.58950% 29,884.90 358,618.80
142 5.29950% 28,662.19 343,946.28
143 5.50950% 28,483.63 341,803.56
- -----------------------------------------------------------------------------------------------------------------------
144 5.66950% 27,202.66 326,431.92
145 4.97950% 24,693.79 296,325.48
146 5.36950% 25,550.57 306,606.84
147 6.24950% 27,303.07 327,636.84
148 5.42950% 24,839.81 298,077.72
- -----------------------------------------------------------------------------------------------------------------------
149 4.94950% 23,111.56 277,338.72
150 5.63950% 24,992.80 299,913.60
151 5.20950% 23,526.23 282,314.76
152 5.44950% 23,768.14 285,217.68
153 5.53950% 23,491.08 281,892.96
- -----------------------------------------------------------------------------------------------------------------------
154 5.98950% 24,739.95 296,879.40
154.01
154.02
155 5.56950% 18,873.24 226,478.88
156 5.78950% 23,495.60 281,947.20
157 5.29950% 21,705.34 260,464.08
158 5.65950% 22,586.21 271,034.52
- -----------------------------------------------------------------------------------------------------------------------
159 5.43950% 22,045.99 264,551.88
160 5.54950% 18,085.67 217,028.04
161 5.54250% 21,726.42 260,717.04
162 5.53950% 21,433.47 257,201.64
163 5.62450% 21,144.11 253,729.32
- -----------------------------------------------------------------------------------------------------------------------
164 5.12950% 19,110.92 229,331.04
165 6.06950% 20,581.87 246,982.44
166 5.62950% 18,863.64 226,363.68
167 5.68950% 20,054.13 240,649.56
168 5.62450% 18,461.43 221,537.16
- -----------------------------------------------------------------------------------------------------------------------
169 5.62450% 18,086.43 217,037.16
170 4.98950% 16,793.37 201,520.44
171 4.82950% 15,830.76 189,969.12
172 5.41950% 17,014.85 204,178.20
173 5.22950% 16,566.11 198,793.32
- -----------------------------------------------------------------------------------------------------------------------
174 5.37150% 16,060.61 192,727.32
175 5.53950% 16,121.14 193,453.68
176 5.49950% 15,933.25 191,199.00
177 5.94950% 15,538.20 186,458.40
178 5.74950% 14,700.68 176,408.16
- -----------------------------------------------------------------------------------------------------------------------
179 5.85950% 14,876.44 178,517.28
180 4.92950% 13,237.50 158,850.00
181 5.21950% 13,238.02 158,856.24
182 5.76950% 13,480.67 161,768.04
183 5.57950% 12,055.66 144,667.92
- -----------------------------------------------------------------------------------------------------------------------
184 5.79750% 12,345.90 148,150.80
185 5.65450% 11,576.34 138,916.08
186 5.45950% 11,380.89 136,570.68
187 5.27950% 7,817.79 93,813.48
188 5.31250% 7,802.98 93,635.76
INTEREST ORIGINAL INTEREST
CONTROL ACCRUAL ONLY PERIOD
NUMBER AMORTIZATION TYPE METHOD SEASONING (MOS.)
- --------------------------------------------------------------------------------------------------------------------
1 Interest Only Actual/360 0 119
2 INTEREST ONLY, THEN AMORTIZING ACTUAL/360 5 35
2.01
2.02
2.03
2.04
2.05
2.06
2.07
2.08
2.09
3 INTEREST ONLY, THEN AMORTIZING ACTUAL/360 1 24
3.01
3.02
3.03
3.04
3.05
3.06
3.07
3.08
4 INTEREST ONLY ACTUAL/360 8 84
4.01
4.02
4.03
4.04
4.05
4.06
4.07
4.08
4.09
5 Interest Only, Then Amortizing Actual/360 2 60
- --------------------------------------------------------------------------------------------------------------------
6 Amortizing Actual/360 5 0
7 Amortizing Actual/360 4 0
8 INTEREST ONLY ACTUAL/360 4 120
8.01
8.02
8.03
8.04
8.05
8.06
8.07
8.08
9 Interest Only Actual/360 1 60
10 INTEREST ONLY, THEN AMORTIZING ACTUAL/360 2 24
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
10.12
10.13
10.14
- --------------------------------------------------------------------------------------------------------------------
11 INTEREST ONLY, THEN AMORTIZING ACTUAL/360 4 24
11.01
11.02
11.03
12 Interest Only, Then Amortizing Actual/360 3 60
13 Interest Only Actual/360 4 60
14 Interest Only, Then Amortizing Actual/360 2 60
15 Interest Only, Then Amortizing Actual/360 4 60
- --------------------------------------------------------------------------------------------------------------------
16 Interest Only Actual/360 4 60
17 INTEREST ONLY ACTUAL/360 0 60
17.01
17.02
17.03
17.04
17.05
17.06
17.07
17.08
17.09
17.10
17.11
17.12
17.13
17.14
17.15
17.16
17.17
17.18
17.19
17.20
17.21
17.22
17.23
17.24
17.25
17.26
17.27
17.28
17.29
17.30
17.31
17.32
17.33
17.34
17.35
17.36
17.37
18 INTEREST ONLY, THEN AMORTIZING ACTUAL/360 3 60
18.01
18.02
18.03
18.04
18.05
18.06
18.07
18.08
18.09
18.10
18.11
18.12
18.13
19 Interest Only, Then Amortizing Actual/360 1 36
20 INTEREST ONLY, THEN AMORTIZING ACTUAL/360 5 35
20.01
20.02
20.03
20.04
20.05
20.06
20.07
20.08
- --------------------------------------------------------------------------------------------------------------------
21 Interest Only, Then Amortizing Actual/360 2 48
22 Interest Only, Then Amortizing Actual/360 3 36
23 Interest Only, Then Amortizing Actual/360 2 36
24 Interest Only, Then Amortizing Actual/360 0 36
25 Interest Only, Then Amortizing Actual/360 0 36
26 Interest Only, Then Amortizing Actual/360 0 36
27 Interest Only, Then Amortizing Actual/360 0 36
28 Interest Only, Then Amortizing Actual/360 0 36
29 Interest Only, Then Amortizing Actual/360 0 36
30 Interest Only, Then Amortizing Actual/360 0 36
31 Interest Only, Then Amortizing Actual/360 0 36
32 Interest Only, Then Amortizing Actual/360 0 36
- --------------------------------------------------------------------------------------------------------------------
33 Interest Only, Then Amortizing Actual/360 1 24
34 Interest Only, Then Amortizing Actual/360 4 24
35 Interest Only Actual/360 2 60
36 Interest Only, Then Amortizing Actual/360 3 60
37 INTEREST ONLY, THEN AMORTIZING ACTUAL/360 3 36
37.01
37.02
- --------------------------------------------------------------------------------------------------------------------
38 Interest Only, Then Amortizing Actual/360 2 84
39 Interest Only, Then Amortizing Actual/360 4 24
40 Interest Only, Then Amortizing Actual/360 1 36
41 Interest Only, Then Amortizing Actual/360 0 36
42 Interest Only Actual/360 4 84
- --------------------------------------------------------------------------------------------------------------------
43 Interest Only, Then Amortizing Actual/360 1 36
44 Interest Only, Then Amortizing Actual/360 2 12
45 AMORTIZING ACTUAL/360 1 0
45.01
45.02
46 AMORTIZING ACTUAL/360 5 0
46.01
46.02
46.03
46.04
46.05
46.06
46.07
46.08
46.09
46.10
46.11
47 INTEREST ONLY, THEN AMORTIZING ACTUAL/360 4 36
47.01
47.02
- --------------------------------------------------------------------------------------------------------------------
48 Interest Only, Then Amortizing Actual/360 3 60
49 Interest Only, Then Amortizing Actual/360 5 24
50 Interest Only, Then Amortizing Actual/360 5 24
51 Interest Only, Then Amortizing Actual/360 2 24
52 Interest Only Actual/360 1 120
- --------------------------------------------------------------------------------------------------------------------
53 Amortizing Actual/360 4 0
54 Interest Only, Then Amortizing Actual/360 4 24
55 Interest Only, Then Amortizing Actual/360 4 60
56 Interest Only, Then Amortizing Actual/360 4 36
57 Amortizing Actual/360 4 0
- --------------------------------------------------------------------------------------------------------------------
58 Interest Only, Then Amortizing Actual/360 2 36
59 Interest Only Actual/360 3 60
60 Interest Only, Then Amortizing Actual/360 1 24
61 Interest Only, Then Amortizing Actual/360 2 12
62 Interest Only, Then Amortizing Actual/360 3 60
- --------------------------------------------------------------------------------------------------------------------
63 Amortizing Actual/360 2 0
64 Amortizing Actual/360 4 0
65 Amortizing Actual/360 4 0
66 Interest Only, Then Amortizing Actual/360 4 24
67 Interest Only, Then Amortizing Actual/360 2 12
- --------------------------------------------------------------------------------------------------------------------
68 Interest Only, Then Amortizing Actual/360 4 60
69 Interest Only, Then Amortizing Actual/360 1 24
70 Interest Only, Then Amortizing Actual/360 0 60
71 Interest Only, Then Amortizing Actual/360 4 36
72 Interest Only Actual/360 3 66
- --------------------------------------------------------------------------------------------------------------------
73 Interest Only Actual/360 2 120
74 Interest Only, Then Amortizing Actual/360 2 36
75 Interest Only, Then Amortizing Actual/360 3 36
76 Interest Only, Then Amortizing Actual/360 4 60
77 Interest Only, Then Amortizing Actual/360 2 24
- --------------------------------------------------------------------------------------------------------------------
78 Interest Only, Then Amortizing Actual/360 4 36
79 Interest Only, Then Amortizing Actual/360 2 24
80 Interest Only, Then Amortizing Actual/360 5 30
81 Interest Only, Then Amortizing Actual/360 1 36
82 Interest Only Actual/360 1 120
83 Interest Only Actual/360 1 120
- --------------------------------------------------------------------------------------------------------------------
84 Interest Only, Then Amortizing Actual/360 5 12
85 Interest Only, Then Amortizing Actual/360 5 36
86 AMORTIZING ACTUAL/360 2 0
86.01
86.02
86.03
86.04
86.05
87 Amortizing Actual/360 4 0
88 Amortizing Actual/360 4 0
- --------------------------------------------------------------------------------------------------------------------
89 Interest Only, Then Amortizing Actual/360 2 36
90 Interest Only, Then Amortizing Actual/360 3 12
91 Interest Only, Then Amortizing Actual/360 1 24
92 Interest Only, Then Amortizing Actual/360 1 60
93 Interest Only, Then Amortizing Actual/360 4 24
- --------------------------------------------------------------------------------------------------------------------
94 Interest Only Actual/360 2 60
95 Interest Only Actual/360 2 84
96 Interest Only Actual/360 2 84
97 AMORTIZING ACTUAL/360 2 0
97.01
97.02
98 Interest Only, Then Amortizing Actual/360 5 60
- --------------------------------------------------------------------------------------------------------------------
99 Amortizing Actual/360 4 0
100 AMORTIZING ACTUAL/360 0 0
100.01
100.02
101 Interest Only, Then Amortizing Actual/360 2 60
102 Interest Only, Then Amortizing Actual/360 3 24
103 Interest Only, Then Amortizing Actual/360 3 60
- --------------------------------------------------------------------------------------------------------------------
104 Interest Only Actual/360 1 120
105 Interest Only, Then Amortizing Actual/360 1 60
106 Interest Only, Then Amortizing Actual/360 3 36
107 Interest Only, Then Amortizing Actual/360 3 60
108 Amortizing Actual/360 2 0
- --------------------------------------------------------------------------------------------------------------------
109 INTEREST ONLY ACTUAL/360 3 60
109.01
109.02
110 Amortizing Actual/360 4 0
111 Interest Only, Then Amortizing Actual/360 2 24
112 Interest Only, Then Amortizing Actual/360 1 60
113 Interest Only Actual/360 1 60
- --------------------------------------------------------------------------------------------------------------------
114 Interest Only, Then Amortizing Actual/360 2 18
115 Amortizing Actual/360 4 0
116 Interest Only, Then Amortizing Actual/360 2 18
117 Amortizing Actual/360 2 0
118 AMORTIZING ACTUAL/360 1 0
118.01
118.02
118.03
118.04
- --------------------------------------------------------------------------------------------------------------------
119 Interest Only Actual/360 6 60
120 Amortizing Actual/360 5 0
121 Amortizing Actual/360 4 0
122 Interest Only, Then Amortizing Actual/360 2 36
123 AMORTIZING ACTUAL/360 1 0
123.01
123.02
123.03
123.04
- --------------------------------------------------------------------------------------------------------------------
124 Amortizing Actual/360 1 0
125 Interest Only, Then Amortizing Actual/360 2 12
126 Interest Only, Then Amortizing Actual/360 2 24
127 Interest Only Actual/360 2 120
128 Interest Only, Then Amortizing Actual/360 4 48
- --------------------------------------------------------------------------------------------------------------------
129 Amortizing Actual/360 3 0
130 Interest Only, Then Amortizing Actual/360 9 24
131 Interest Only, Then Amortizing Actual/360 2 36
132 Interest Only, Then Amortizing Actual/360 3 60
133 Amortizing Actual/360 2 0
- --------------------------------------------------------------------------------------------------------------------
134 Interest Only, Then Amortizing Actual/360 0 24
135 Amortizing Actual/360 4 0
136 Amortizing Actual/360 2 0
137 Interest Only, Then Amortizing Actual/360 1 24
138 Amortizing Actual/360 2 0
- --------------------------------------------------------------------------------------------------------------------
139 Interest Only, Then Amortizing Actual/360 3 12
140 Interest Only, Then Amortizing Actual/360 2 36
141 Interest Only, Then Amortizing Actual/360 1 60
142 Amortizing Actual/360 6 0
143 Interest Only, Then Amortizing Actual/360 2 36
- --------------------------------------------------------------------------------------------------------------------
144 Amortizing Actual/360 2 0
145 Interest Only, Then Amortizing Actual/360 5 24
146 Interest Only, Then Amortizing Actual/360 3 60
147 Interest Only, Then Amortizing Actual/360 3 36
148 Interest Only, Then Amortizing Actual/360 4 24
- --------------------------------------------------------------------------------------------------------------------
149 Interest Only, Then Amortizing Actual/360 4 36
150 Amortizing Actual/360 2 0
151 Interest Only, Then Amortizing Actual/360 2 60
152 Amortizing Actual/360 1 0
153 Interest Only, Then Amortizing Actual/360 1 60
- --------------------------------------------------------------------------------------------------------------------
154 INTEREST ONLY, THEN AMORTIZING ACTUAL/360 2 36
154.01
154.02
155 Interest Only Actual/360 1 120
156 Amortizing Actual/360 3 0
157 Interest Only, Then Amortizing Actual/360 1 36
158 Interest Only, Then Amortizing Actual/360 0 60
- --------------------------------------------------------------------------------------------------------------------
159 Interest Only, Then Amortizing Actual/360 4 36
160 Interest Only Actual/360 4 120
161 Interest Only, Then Amortizing Actual/360 3 60
162 Interest Only, Then Amortizing Actual/360 1 24
163 Amortizing Actual/360 2 0
- --------------------------------------------------------------------------------------------------------------------
164 Amortizing Actual/360 4 0
165 Interest Only, Then Amortizing Actual/360 2 24
166 Interest Only, Then Amortizing Actual/360 4 24
167 Interest Only, Then Amortizing Actual/360 1 36
168 Amortizing Actual/360 2 0
- --------------------------------------------------------------------------------------------------------------------
169 Amortizing Actual/360 2 0
170 Amortizing Actual/360 5 0
171 Interest Only, Then Amortizing Actual/360 5 24
172 Interest Only, Then Amortizing Actual/360 1 60
173 Amortizing Actual/360 2 0
- --------------------------------------------------------------------------------------------------------------------
174 Amortizing Actual/360 1 0
175 Interest Only, Then Amortizing Actual/360 2 24
176 Amortizing Actual/360 4 0
177 Amortizing Actual/360 1 0
178 Interest Only, Then Amortizing Actual/360 4 60
- --------------------------------------------------------------------------------------------------------------------
179 Interest Only, Then Amortizing Actual/360 2 60
180 Interest Only, Then Amortizing Actual/360 4 36
181 Amortizing Actual/360 4 0
182 Interest Only, Then Amortizing Actual/360 2 60
183 Amortizing Actual/360 5 0
- --------------------------------------------------------------------------------------------------------------------
184 Amortizing Actual/360 6 0
185 Interest Only, Then Amortizing Actual/360 3 24
186 Amortizing Actual/360 1 0
187 Amortizing Actual/360 3 0
188 Amortizing Actual/360 5 0
REMAINING ORIGINAL TERM TO REMAINING ORIGINAL
CONTROL INTEREST ONLY MATURITY TERM TO AMORTIZATION TERM
NUMBER PERIOD (MOS.) (MOS.) MATURITY (MOS.) (MOS.)
- -----------------------------------------------------------------------------------------------------------------------
1 119 119 119 0
2 30 120 115 360
2.01
2.02
2.03
2.04
2.05
2.06
2.07
2.08
2.09
3 23 60 59 300
3.01
3.02
3.03
3.04
3.05
3.06
3.07
3.08
4 76 84 76 0
4.01
4.02
4.03
4.04
4.05
4.06
4.07
4.08
4.09
5 58 120 118 360
- -----------------------------------------------------------------------------------------------------------------------
6 0 56 51 360
7 0 60 56 360
8 116 120 116 0
8.01
8.02
8.03
8.04
8.05
8.06
8.07
8.08
9 59 60 59 0
10 22 60 58 360
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
10.12
10.13
10.14
- -----------------------------------------------------------------------------------------------------------------------
11 20 60 56 360
11.01
11.02
11.03
12 57 120 117 360
13 56 60 56 0
14 58 120 118 324
15 56 120 116 360
- -----------------------------------------------------------------------------------------------------------------------
16 56 60 56 0
17 60 60 60 0
17.01
17.02
17.03
17.04
17.05
17.06
17.07
17.08
17.09
17.10
17.11
17.12
17.13
17.14
17.15
17.16
17.17
17.18
17.19
17.20
17.21
17.22
17.23
17.24
17.25
17.26
17.27
17.28
17.29
17.30
17.31
17.32
17.33
17.34
17.35
17.36
17.37
18 57 120 117 360
18.01
18.02
18.03
18.04
18.05
18.06
18.07
18.08
18.09
18.10
18.11
18.12
18.13
19 35 120 119 360
20 30 120 115 360
20.01
20.02
20.03
20.04
20.05
20.06
20.07
20.08
- -----------------------------------------------------------------------------------------------------------------------
21 46 84 82 360
22 33 120 117 360
23 34 60 58 360
24 36 120 120 360
25 36 120 120 360
26 36 120 120 360
27 36 120 120 360
28 36 120 120 360
29 36 120 120 360
30 36 120 120 360
31 36 120 120 360
32 36 120 120 360
- -----------------------------------------------------------------------------------------------------------------------
33 23 120 119 360
34 20 120 116 360
35 58 60 58 0
36 57 120 117 360
37 33 120 117 360
37.01
37.02
- -----------------------------------------------------------------------------------------------------------------------
38 82 120 118 360
39 20 120 116 360
40 35 120 119 360
41 36 120 120 360
42 80 84 80 0
- -----------------------------------------------------------------------------------------------------------------------
43 35 120 119 360
44 10 120 118 360
45 0 120 119 300
45.01
45.02
46 0 120 115 300
46.01
46.02
46.03
46.04
46.05
46.06
46.07
46.08
46.09
46.10
46.11
47 32 120 116 360
47.01
47.02
- -----------------------------------------------------------------------------------------------------------------------
48 57 120 117 360
49 19 120 115 360
50 19 120 115 360
51 22 120 118 360
52 119 120 119 0
- -----------------------------------------------------------------------------------------------------------------------
53 0 120 116 360
54 20 120 116 360
55 56 120 116 360
56 32 120 116 360
57 0 120 116 300
- -----------------------------------------------------------------------------------------------------------------------
58 34 96 94 360
59 57 60 57 0
60 23 120 119 360
61 10 120 118 360
62 57 120 117 360
- -----------------------------------------------------------------------------------------------------------------------
63 0 120 118 240
64 0 120 116 300
65 0 120 116 300
66 20 120 116 360
67 10 120 118 360
- -----------------------------------------------------------------------------------------------------------------------
68 56 120 116 360
69 23 60 59 360
70 60 120 120 360
71 32 120 116 360
72 63 66 63 0
- -----------------------------------------------------------------------------------------------------------------------
73 118 120 118 0
74 34 120 118 360
75 33 60 57 360
76 56 120 116 360
77 22 120 118 360
- -----------------------------------------------------------------------------------------------------------------------
78 32 120 116 360
79 22 120 118 360
80 25 96 91 360
81 35 120 119 360
82 119 120 119 0
83 119 120 119 0
- -----------------------------------------------------------------------------------------------------------------------
84 7 120 115 300
85 31 120 115 360
86 0 120 118 300
86.01
86.02
86.03
86.04
86.05
87 0 120 116 300
88 0 120 116 300
- -----------------------------------------------------------------------------------------------------------------------
89 34 120 118 360
90 9 120 117 360
91 23 120 119 360
92 59 120 119 360
93 20 120 116 360
- -----------------------------------------------------------------------------------------------------------------------
94 58 60 58 0
95 82 84 82 0
96 82 84 82 0
97 0 120 118 300
97.01
97.02
98 55 120 115 360
- -----------------------------------------------------------------------------------------------------------------------
99 0 120 116 360
100 0 60 60 300
100.01
100.02
101 58 120 118 360
102 21 120 117 360
103 57 120 117 360
- -----------------------------------------------------------------------------------------------------------------------
104 119 120 119 0
105 59 120 119 360
106 33 120 117 360
107 57 120 117 360
108 0 120 118 240
- -----------------------------------------------------------------------------------------------------------------------
109 57 60 57 0
109.01
109.02
110 0 120 116 360
111 22 120 118 360
112 59 120 119 360
113 59 60 59 0
- -----------------------------------------------------------------------------------------------------------------------
114 16 120 118 360
115 0 120 116 300
116 16 120 118 360
117 0 120 118 360
118 0 120 119 360
118.01
118.02
118.03
118.04
- -----------------------------------------------------------------------------------------------------------------------
119 54 60 54 0
120 0 120 115 360
121 0 120 116 300
122 34 84 82 360
123 0 120 119 360
123.01
123.02
123.03
123.04
- -----------------------------------------------------------------------------------------------------------------------
124 0 120 119 360
125 10 60 58 360
126 22 120 118 360
127 118 120 118 0
128 44 120 116 360
- -----------------------------------------------------------------------------------------------------------------------
129 0 120 117 360
130 15 120 111 336
131 34 120 118 360
132 57 120 117 360
133 0 120 118 360
- -----------------------------------------------------------------------------------------------------------------------
134 24 120 120 360
135 0 120 116 360
136 0 120 118 360
137 23 120 119 360
138 0 120 118 360
- -----------------------------------------------------------------------------------------------------------------------
139 9 120 117 360
140 34 120 118 360
141 59 120 119 360
142 0 120 114 360
143 34 120 118 360
- -----------------------------------------------------------------------------------------------------------------------
144 0 120 118 360
145 19 120 115 360
146 57 120 117 360
147 33 60 57 360
148 20 120 116 360
- -----------------------------------------------------------------------------------------------------------------------
149 32 120 116 360
150 0 120 118 360
151 58 120 118 360
152 0 120 119 360
153 59 120 119 360
- -----------------------------------------------------------------------------------------------------------------------
154 34 120 118 360
154.01
154.02
155 119 120 119 0
156 0 120 117 360
157 35 120 119 360
158 60 120 120 360
- -----------------------------------------------------------------------------------------------------------------------
159 32 120 116 360
160 116 120 116 0
161 57 120 117 360
162 23 120 119 360
163 0 120 118 360
- -----------------------------------------------------------------------------------------------------------------------
164 0 120 116 360
165 22 120 118 360
166 20 120 116 360
167 35 120 119 300
168 0 120 118 360
- -----------------------------------------------------------------------------------------------------------------------
169 0 120 118 360
170 0 120 115 360
171 19 120 115 360
172 59 120 119 360
173 0 120 118 360
- -----------------------------------------------------------------------------------------------------------------------
174 0 120 119 360
175 22 120 118 360
176 0 120 116 360
177 0 120 119 360
178 56 120 116 360
- -----------------------------------------------------------------------------------------------------------------------
179 58 120 118 360
180 32 120 116 360
181 0 120 116 360
182 58 120 118 360
183 0 120 115 360
- -----------------------------------------------------------------------------------------------------------------------
184 0 120 114 360
185 21 120 117 360
186 0 120 119 360
187 0 120 117 360
188 0 120 115 360
REMAINING
CONTROL AMORTIZATION TERM FIRST LAST IO FIRST P&I
NUMBER (MOS.) NOTE DATE PAYMENT DATE PAYMENT DATE PAYMENT DATE
- ----------------------------------------------------------------------------------------------------------------------------
1 0 2/15/2006 4/6/2006 2/6/2016
2 360 9/26/2005 11/6/2005 9/6/2008 10/6/2008
2.01
2.02
2.03
2.04
2.05
2.06
2.07
2.08
2.09
3 300 1/9/2006 3/6/2006 2/6/2008 3/6/2008
3.01
3.02
3.03
3.04
3.05
3.06
3.07
3.08
4 0 6/30/2005 8/6/2005 7/6/2012
4.01
4.02
4.03
4.04
4.05
4.06
4.07
4.08
4.09
5 360 12/28/2005 2/6/2006 1/6/2011 2/6/2011
- ----------------------------------------------------------------------------------------------------------------------------
6 355 9/9/2005 11/6/2005 11/6/2005
7 356 11/1/2005 12/6/2005 12/6/2005
8 0 10/17/2005 12/6/2005 11/6/2015
8.01
8.02
8.03
8.04
8.05
8.06
8.07
8.08
9 0 1/10/2006 3/6/2006 2/6/2011
10 360 12/29/2005 2/6/2006 1/6/2008 2/6/2008
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
10.12
10.13
10.14
- ----------------------------------------------------------------------------------------------------------------------------
11 360 10/7/2005 12/6/2005 11/6/2007 12/6/2007
11.01
11.02
11.03
12 360 11/17/2005 1/6/2006 12/6/2010 1/6/2011
13 0 10/20/2005 12/6/2005 11/6/2010
14 324 12/8/2005 2/6/2006 1/6/2011 2/6/2011
15 360 10/7/2005 12/6/2005 11/6/2010 12/6/2010
- ----------------------------------------------------------------------------------------------------------------------------
16 0 10/20/2005 12/6/2005 11/6/2010
17 0 1/26/2006 4/6/2006 3/6/2011
17.01
17.02
17.03
17.04
17.05
17.06
17.07
17.08
17.09
17.10
17.11
17.12
17.13
17.14
17.15
17.16
17.17
17.18
17.19
17.20
17.21
17.22
17.23
17.24
17.25
17.26
17.27
17.28
17.29
17.30
17.31
17.32
17.33
17.34
17.35
17.36
17.37
18 360 12/1/2005 1/6/2006 12/6/2010 1/6/2011
18.01
18.02
18.03
18.04
18.05
18.06
18.07
18.08
18.09
18.10
18.11
18.12
18.13
19 360 1/31/2006 3/6/2006 2/6/2009 3/6/2009
20 360 9/26/2005 11/6/2005 9/6/2008 10/6/2008
20.01
20.02
20.03
20.04
20.05
20.06
20.07
20.08
- ----------------------------------------------------------------------------------------------------------------------------
21 360 12/14/2005 2/6/2006 1/6/2010 2/6/2010
22 360 11/22/2005 1/6/2006 12/6/2008 1/6/2009
23 360 12/14/2005 2/6/2006 1/6/2009 2/6/2009
24 360 2/15/2006 4/6/2006 3/6/2009 4/6/2009
25 360 2/2/2006 4/6/2006 3/6/2009 4/6/2009
26 360 2/2/2006 4/6/2006 3/6/2009 4/6/2009
27 360 2/2/2006 4/6/2006 3/6/2009 4/6/2009
28 360 2/15/2006 4/6/2006 3/6/2009 4/6/2009
29 360 2/2/2006 4/6/2006 3/6/2009 4/6/2009
30 360 2/15/2006 4/6/2006 3/6/2009 4/6/2009
31 360 2/2/2006 4/6/2006 3/6/2009 4/6/2009
32 360 2/15/2006 4/6/2006 3/6/2009 4/6/2009
- ----------------------------------------------------------------------------------------------------------------------------
33 360 1/25/2006 3/6/2006 2/6/2008 3/6/2008
34 360 10/31/2005 12/6/2005 11/6/2007 12/6/2007
35 0 12/9/2005 2/6/2006 1/6/2011
36 360 11/29/2005 1/6/2006 12/6/2010 1/6/2011
37 360 12/2/2005 1/6/2006 12/6/2008 1/6/2009
37.01
37.02
- ----------------------------------------------------------------------------------------------------------------------------
38 360 12/20/2005 2/6/2006 1/6/2013 2/6/2013
39 360 10/20/2005 12/6/2005 11/6/2007 12/6/2007
40 360 1/11/2006 3/6/2006 2/6/2009 3/6/2009
41 360 2/10/2006 4/1/2006 3/1/2009 4/1/2009
42 0 10/17/2005 12/6/2005 11/6/2012
- ----------------------------------------------------------------------------------------------------------------------------
43 360 1/9/2006 3/6/2006 2/6/2009 3/6/2009
44 360 12/27/2005 2/6/2006 1/6/2007 2/6/2007
45 299 1/18/2006 3/6/2006 3/6/2006
45.01
45.02
46 295 9/21/2005 11/6/2005 11/6/2005
46.01
46.02
46.03
46.04
46.05
46.06
46.07
46.08
46.09
46.10
46.11
47 360 10/24/2005 12/6/2005 11/6/2008 12/6/2008
47.01
47.02
- ----------------------------------------------------------------------------------------------------------------------------
48 360 12/1/2005 1/6/2006 12/6/2010 1/6/2011
49 360 9/29/2005 11/6/2005 10/6/2007 11/6/2007
50 360 9/29/2005 11/6/2005 10/6/2007 11/6/2007
51 360 12/30/2005 2/6/2006 1/6/2008 2/6/2008
52 0 1/20/2006 3/1/2006 2/1/2016
- ----------------------------------------------------------------------------------------------------------------------------
53 356 10/12/2005 12/6/2005 12/6/2005
54 360 10/12/2005 12/6/2005 11/6/2007 12/6/2007
55 360 11/2/2005 12/6/2005 11/6/2010 12/6/2010
56 360 10/19/2005 12/6/2005 11/6/2008 12/6/2008
57 296 10/28/2005 12/6/2005 12/6/2005
- ----------------------------------------------------------------------------------------------------------------------------
58 360 12/7/2005 2/6/2006 1/6/2009 2/6/2009
59 0 11/7/2005 1/6/2006 12/6/2010
60 360 1/12/2006 3/6/2006 2/6/2008 3/6/2008
61 360 12/27/2005 2/6/2006 1/6/2007 2/6/2007
62 360 12/1/2005 1/6/2006 12/6/2010 1/6/2011
- ----------------------------------------------------------------------------------------------------------------------------
63 238 12/29/2005 2/6/2006 2/6/2006
64 296 10/28/2005 12/6/2005 12/6/2005
65 296 10/28/2005 12/6/2005 12/6/2005
66 360 10/18/2005 12/6/2005 11/6/2007 12/6/2007
67 360 12/13/2005 2/6/2006 1/6/2007 2/6/2007
- ----------------------------------------------------------------------------------------------------------------------------
68 360 10/11/2005 12/6/2005 11/6/2010 12/6/2010
69 360 1/18/2006 3/6/2006 2/6/2008 3/6/2008
70 360 2/10/2006 4/6/2006 3/6/2011 4/6/2011
71 360 10/19/2005 12/6/2005 11/6/2008 12/6/2008
72 0 11/9/2005 1/6/2006 6/6/2011
- ----------------------------------------------------------------------------------------------------------------------------
73 0 12/19/2005 2/6/2006 1/6/2016
74 360 12/19/2005 2/6/2006 1/6/2009 2/6/2009
75 360 12/2/2005 1/6/2006 12/6/2008 1/6/2009
76 360 10/31/2005 12/6/2005 11/6/2010 12/6/2010
77 360 12/19/2005 2/6/2006 1/6/2008 2/6/2008
- ----------------------------------------------------------------------------------------------------------------------------
78 360 10/17/2005 12/6/2005 11/6/2008 12/6/2008
79 360 12/2/2005 2/6/2006 1/6/2008 2/6/2008
80 360 9/22/2005 11/6/2005 4/6/2008 5/6/2008
81 360 1/26/2006 3/6/2006 2/6/2009 3/6/2009
82 0 1/10/2006 3/6/2006 2/6/2016
83 0 1/10/2006 3/6/2006 2/6/2016
- ----------------------------------------------------------------------------------------------------------------------------
84 300 9/30/2005 11/6/2005 10/6/2006 11/6/2006
85 360 9/20/2005 11/6/2005 10/6/2008 11/6/2008
86 298 12/28/2005 2/6/2006 2/6/2006
86.01
86.02
86.03
86.04
86.05
87 296 10/28/2005 12/6/2005 12/6/2005
88 296 10/28/2005 12/6/2005 12/6/2005
- ----------------------------------------------------------------------------------------------------------------------------
89 360 1/3/2006 2/6/2006 1/6/2009 2/6/2009
90 360 11/30/2005 1/6/2006 12/6/2006 1/6/2007
91 360 1/11/2006 3/6/2006 2/6/2008 3/6/2008
92 360 2/1/2006 3/6/2006 2/6/2011 3/6/2011
93 360 10/20/2005 12/6/2005 11/6/2007 12/6/2007
- ----------------------------------------------------------------------------------------------------------------------------
94 0 12/6/2005 2/6/2006 1/6/2011
95 0 12/15/2005 2/6/2006 1/6/2013
96 0 12/15/2005 2/6/2006 1/6/2013
97 298 1/4/2006 2/6/2006 2/6/2006
97.01
97.02
98 360 10/5/2005 11/6/2005 10/6/2010 11/6/2010
- ----------------------------------------------------------------------------------------------------------------------------
99 356 10/28/2005 12/6/2005 12/6/2005
100 300 2/17/2006 4/6/2006 4/6/2006
100.01
100.02
101 360 12/13/2005 2/6/2006 1/6/2011 2/6/2011
102 360 11/21/2005 1/6/2006 12/6/2007 1/6/2008
103 360 11/17/2005 1/6/2006 12/6/2010 1/6/2011
- ----------------------------------------------------------------------------------------------------------------------------
104 0 1/25/2006 3/1/2006 2/1/2016
105 360 1/13/2006 3/6/2006 2/6/2011 3/6/2011
106 360 11/15/2005 1/1/2006 12/1/2008 1/1/2009
107 360 12/1/2005 1/6/2006 12/6/2010 1/6/2011
108 238 12/21/2005 2/6/2006 2/6/2006
- ----------------------------------------------------------------------------------------------------------------------------
109 0 11/15/2005 1/1/2006 12/1/2010
109.01
109.02
110 356 11/4/2005 12/6/2005 12/6/2005
111 360 12/2/2005 2/6/2006 1/6/2008 2/6/2008
112 360 1/13/2006 3/6/2006 2/6/2011 3/6/2011
113 0 1/18/2006 3/6/2006 2/6/2011
- ----------------------------------------------------------------------------------------------------------------------------
114 360 1/5/2006 2/6/2006 7/6/2007 8/6/2007
115 296 11/1/2005 12/6/2005 12/6/2005
116 360 1/5/2006 2/6/2006 7/6/2007 8/6/2007
117 358 12/29/2005 2/6/2006 2/6/2006
118 359 1/11/2006 3/6/2006 3/6/2006
118.01
118.02
118.03
118.04
- ----------------------------------------------------------------------------------------------------------------------------
119 0 9/1/2005 10/6/2005 9/6/2010
120 355 9/28/2005 11/6/2005 11/6/2005
121 296 10/28/2005 12/6/2005 12/6/2005
122 360 12/22/2005 2/6/2006 1/6/2009 2/6/2009
123 359 2/2/2006 3/6/2006 3/6/2006
123.01
123.02
123.03
123.04
- ----------------------------------------------------------------------------------------------------------------------------
124 359 2/1/2006 3/6/2006 3/6/2006
125 360 12/29/2005 2/6/2006 1/6/2007 2/6/2007
126 360 12/21/2005 2/6/2006 1/6/2008 2/6/2008
127 0 12/29/2005 2/6/2006 1/6/2016
128 360 10/25/2005 12/6/2005 11/6/2009 12/6/2009
- ----------------------------------------------------------------------------------------------------------------------------
129 357 11/29/2005 1/1/2006 1/1/2006
130 336 5/31/2005 7/6/2005 6/6/2007 7/6/2007
131 360 12/13/2005 2/6/2006 1/6/2009 2/6/2009
132 360 11/22/2005 1/6/2006 12/6/2010 1/6/2011
133 358 12/20/2005 2/6/2006 2/6/2006
- ----------------------------------------------------------------------------------------------------------------------------
134 360 2/10/2006 4/6/2006 3/6/2008 4/6/2008
135 356 11/1/2005 12/6/2005 12/6/2005
136 358 12/9/2005 2/6/2006 2/6/2006
137 360 2/1/2006 3/6/2006 2/6/2008 3/6/2008
138 358 12/19/2005 2/6/2006 2/6/2006
- ----------------------------------------------------------------------------------------------------------------------------
139 360 12/1/2005 1/6/2006 12/6/2006 1/6/2007
140 360 12/20/2005 2/6/2006 1/6/2009 2/6/2009
141 360 1/31/2006 3/6/2006 2/6/2011 3/6/2011
142 354 8/19/2005 10/6/2005 10/6/2005
143 360 12/20/2005 2/6/2006 1/6/2009 2/6/2009
- ----------------------------------------------------------------------------------------------------------------------------
144 358 12/8/2005 2/6/2006 2/6/2006
145 360 9/29/2005 11/6/2005 10/6/2007 11/6/2007
146 360 11/22/2005 1/6/2006 12/6/2010 1/6/2011
147 360 12/2/2005 1/6/2006 12/6/2008 1/6/2009
148 360 10/21/2005 12/1/2005 11/1/2007 12/1/2007
- ----------------------------------------------------------------------------------------------------------------------------
149 360 10/18/2005 12/6/2005 11/6/2008 12/6/2008
150 358 12/19/2005 2/6/2006 2/6/2006
151 360 12/13/2005 2/6/2006 1/6/2011 2/6/2011
152 359 1/12/2006 3/6/2006 3/6/2006
153 360 1/17/2006 3/1/2006 2/1/2011 3/1/2011
- ----------------------------------------------------------------------------------------------------------------------------
154 360 12/14/2005 2/6/2006 1/6/2009 2/6/2009
154.01
154.02
155 0 1/12/2006 3/6/2006 2/6/2016
156 357 11/8/2005 1/6/2006 1/6/2006
157 360 1/17/2006 3/6/2006 2/6/2009 3/6/2009
158 360 2/9/2006 4/6/2006 3/6/2011 4/6/2011
- ----------------------------------------------------------------------------------------------------------------------------
159 360 10/21/2005 12/6/2005 11/6/2008 12/6/2008
160 0 11/2/2005 12/6/2005 11/6/2015
161 360 11/22/2005 1/6/2006 12/6/2010 1/6/2011
162 360 1/13/2006 3/6/2006 2/6/2008 3/6/2008
163 358 12/21/2005 2/6/2006 2/6/2006
- ----------------------------------------------------------------------------------------------------------------------------
164 356 10/28/2005 12/6/2005 12/6/2005
165 360 12/5/2005 2/6/2006 1/6/2008 2/6/2008
166 360 10/14/2005 12/6/2005 11/6/2007 12/6/2007
167 300 1/19/2006 3/6/2006 2/6/2009 3/6/2009
168 358 12/21/2005 2/6/2006 2/6/2006
- ----------------------------------------------------------------------------------------------------------------------------
169 358 12/21/2005 2/6/2006 2/6/2006
170 355 9/27/2005 11/1/2005 11/1/2005
171 360 9/27/2005 11/6/2005 10/6/2007 11/6/2007
172 360 1/19/2006 3/6/2006 2/6/2011 3/6/2011
173 358 12/15/2005 2/6/2006 2/6/2006
- ----------------------------------------------------------------------------------------------------------------------------
174 359 1/12/2006 3/1/2006 3/1/2006
175 360 12/21/2005 2/6/2006 1/6/2008 2/6/2008
176 356 11/1/2005 12/6/2005 12/6/2005
177 359 1/17/2006 3/6/2006 3/6/2006
178 360 11/3/2005 12/6/2005 11/6/2010 12/6/2010
- ----------------------------------------------------------------------------------------------------------------------------
179 360 12/29/2005 2/6/2006 1/6/2011 2/6/2011
180 360 10/18/2005 12/6/2005 11/6/2008 12/6/2008
181 356 10/28/2005 12/6/2005 12/6/2005
182 360 12/30/2005 2/6/2006 1/6/2011 2/6/2011
183 355 10/4/2005 11/6/2005 11/6/2005
- ----------------------------------------------------------------------------------------------------------------------------
184 354 8/11/2005 10/6/2005 10/6/2005
185 360 11/21/2005 1/6/2006 12/6/2007 1/6/2008
186 359 1/12/2006 3/1/2006 3/1/2006
187 357 11/18/2005 1/6/2006 1/6/2006
188 355 8/25/2005 11/6/2005 11/6/2005
GRACE
CONTROL PAYMENT ARD PERIOD-
NUMBER MATURITY DATE DATE (YES / NO) LATE FEE
- ------------------------------------------------------------------------------------------------------------------------------------
1 2/6/2016 6 No 0
2 10/6/2015 6 NO 3 DAYS GRACE NO MORE THAN TWO TIMES PER CALENDAR YEAR
2.01
2.02
2.03
2.04
2.05
2.06
2.07
2.08
2.09
3 2/6/2011 6 NO 0
3.01
3.02
3.03
3.04
3.05
3.06
3.07
3.08
4 7/6/2012 6 NO 0
4.01
4.02
4.03
4.04
4.05
4.06
4.07
4.08
4.09
5 1/6/2016 6 No 0
- ------------------------------------------------------------------------------------------------------------------------------------
6 6/6/2010 6 No 0
7 11/6/2010 6 No 0
8 11/6/2015 6 NO 0
8.01
8.02
8.03
8.04
8.05
8.06
8.07
8.08
9 2/6/2011 6 No 0
10 1/6/2011 6 NO 0
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
10.12
10.13
10.14
- ------------------------------------------------------------------------------------------------------------------------------------
11 11/6/2010 6 NO 0
11.01
11.02
11.03
12 12/6/2015 6 No 0
13 11/6/2010 6 No 0
14 1/6/2016 6 No 0
15 11/6/2015 6 No 0
- ------------------------------------------------------------------------------------------------------------------------------------
16 11/6/2010 6 No 0
17 3/6/2011 6 NO 0
17.01
17.02
17.03
17.04
17.05
17.06
17.07
17.08
17.09
17.10
17.11
17.12
17.13
17.14
17.15
17.16
17.17
17.18
17.19
17.20
17.21
17.22
17.23
17.24
17.25
17.26
17.27
17.28
17.29
17.30
17.31
17.32
17.33
17.34
17.35
17.36
17.37
18 12/6/2015 6 NO 0
18.01
18.02
18.03
18.04
18.05
18.06
18.07
18.08
18.09
18.10
18.11
18.12
18.13
19 2/6/2016 6 No 0
20 10/6/2015 6 NO 3 DAYS GRACE NO MORE THAN TWO TIMES PER CALENDAR YEAR
20.01
20.02
20.03
20.04
20.05
20.06
20.07
20.08
- ------------------------------------------------------------------------------------------------------------------------------------
21 1/6/2013 6 No 0
22 12/6/2015 6 No 0
23 1/6/2011 6 No 0
24 3/6/2016 6 No 0
25 3/6/2016 6 No 0
26 3/6/2016 6 No 0
27 3/6/2016 6 No 0
28 3/6/2016 6 No 0
29 3/6/2016 6 No 15
30 3/6/2016 6 No 0
31 3/6/2016 6 No 0
32 3/6/2016 6 No 15
- ------------------------------------------------------------------------------------------------------------------------------------
33 2/6/2016 6 No 0
34 11/6/2015 6 No 0
35 1/6/2011 6 No 0
36 12/6/2015 6 No 0
37 12/6/2015 6 NO 0
37.01
37.02
- ------------------------------------------------------------------------------------------------------------------------------------
38 1/6/2016 6 No 0
39 11/6/2015 6 No 0
40 2/6/2016 6 No 0
41 3/1/2016 1 No 5
42 11/6/2012 6 No 0
- ------------------------------------------------------------------------------------------------------------------------------------
43 2/6/2016 6 No 0
44 1/6/2016 6 No 0
45 2/6/2016 6 NO 0
45.01
45.02
46 10/6/2015 6 NO 0
46.01
46.02
46.03
46.04
46.05
46.06
46.07
46.08
46.09
46.10
46.11
47 11/6/2015 6 NO 0
47.01
47.02
- ------------------------------------------------------------------------------------------------------------------------------------
48 12/6/2015 6 No 0
49 10/6/2015 6 No 0
50 10/6/2015 6 No 0
51 1/6/2016 6 No 0
52 2/1/2016 1 No 5
- ------------------------------------------------------------------------------------------------------------------------------------
53 11/6/2015 6 No 0
54 11/6/2015 6 No 0
55 11/6/2015 6 No 0
56 11/6/2015 6 No 0
57 11/6/2015 6 No 0
- ------------------------------------------------------------------------------------------------------------------------------------
58 1/6/2014 6 No 0
59 12/6/2010 6 No 0
60 2/6/2016 6 No 0
61 1/6/2016 6 No 0
62 12/6/2015 6 No 0
- ------------------------------------------------------------------------------------------------------------------------------------
63 1/6/2016 6 No 0
64 11/6/2015 6 No 0
65 11/6/2015 6 No 0
66 11/6/2015 6 No 0
67 1/6/2016 6 No 0
- ------------------------------------------------------------------------------------------------------------------------------------
68 11/6/2015 6 No 15
69 2/6/2011 6 No 0
70 3/6/2016 6 No 0
71 11/6/2015 6 No 0
72 6/6/2011 6 No 0
- ------------------------------------------------------------------------------------------------------------------------------------
73 1/6/2016 6 No 0
74 1/6/2016 6 No 0
75 12/6/2010 6 No 0
76 11/6/2015 6 No 5
77 1/6/2016 6 No 0
- ------------------------------------------------------------------------------------------------------------------------------------
78 11/6/2015 6 No 5
79 1/6/2016 6 No 0
80 10/6/2013 6 No 0
81 2/6/2016 6 No 0
82 2/6/2016 6 0
83 2/6/2016 6 No 0
- ------------------------------------------------------------------------------------------------------------------------------------
84 10/6/2015 6 No 0
85 10/6/2015 6 No 0
86 1/6/2016 6 NO 0
86.01
86.02
86.03
86.04
86.05
87 11/6/2015 6 No 0
88 11/6/2015 6 No 0
- ------------------------------------------------------------------------------------------------------------------------------------
89 1/6/2016 6 No 0
90 12/6/2015 6 No 0
91 2/6/2016 6 No 0
92 2/6/2016 6 No 0
93 11/6/2015 6 No 0
- ------------------------------------------------------------------------------------------------------------------------------------
94 1/6/2011 6 No 0
95 1/6/2013 6 No 0
96 1/6/2013 6 No 0
97 1/6/2016 6 NO 0
97.01
97.02
98 10/6/2015 6 No 0
- ------------------------------------------------------------------------------------------------------------------------------------
99 11/6/2015 6 No 0
100 3/6/2011 6 NO 0
100.01
100.02
101 1/6/2016 6 No 0
102 12/6/2015 6 No 0
103 12/6/2015 6 No 0
- ------------------------------------------------------------------------------------------------------------------------------------
104 2/1/2016 1 No 5
105 2/6/2016 6 No 0
106 12/1/2015 1 No 5
107 12/6/2015 6 No 5
108 1/6/2016 6 No 0
- ------------------------------------------------------------------------------------------------------------------------------------
109 12/1/2010 1 NO 5
109.01
109.02
110 11/6/2015 6 No 0
111 1/6/2016 6 No 0
112 2/6/2016 6 No 0
113 2/6/2011 6 No 0
- ------------------------------------------------------------------------------------------------------------------------------------
114 1/6/2016 6 No 0
115 11/6/2015 6 No 0
116 1/6/2016 6 No 0
117 1/6/2016 6 No 0
118 2/6/2016 6 NO 0
118.01
118.02
118.03
118.04
- ------------------------------------------------------------------------------------------------------------------------------------
119 9/6/2010 6 No 0
120 10/6/2015 6 No 0
121 11/6/2015 6 No 15
122 1/6/2013 6 No 0
123 2/6/2016 6 NO 0
123.01
123.02
123.03
123.04
- ------------------------------------------------------------------------------------------------------------------------------------
124 2/6/2016 6 No 0
125 1/6/2011 6 No 0
126 1/6/2016 6 No 0
127 1/6/2016 6 No 0
128 11/6/2015 6 No 0
- ------------------------------------------------------------------------------------------------------------------------------------
129 12/1/2015 1 No 5
130 6/6/2015 6 No 15
131 1/6/2016 6 No 0
132 12/6/2015 6 No 0
133 1/6/2016 6 No 0
- ------------------------------------------------------------------------------------------------------------------------------------
134 3/6/2016 6 No 0
135 11/6/2015 6 No 0
136 1/6/2016 6 No 0
137 2/6/2016 6 No 0
138 1/6/2016 6 No 0
- ------------------------------------------------------------------------------------------------------------------------------------
139 12/6/2015 6 No 0
140 1/6/2016 6 No 15
141 2/6/2016 6 No 0
142 9/6/2015 6 No 15
143 1/6/2016 6 No 0
- ------------------------------------------------------------------------------------------------------------------------------------
144 1/6/2016 6 No 0
145 10/6/2015 6 No 0
146 12/6/2015 6 No 0
147 12/6/2010 6 No 0
148 11/1/2015 1 No 5
- ------------------------------------------------------------------------------------------------------------------------------------
149 11/6/2015 6 No 0
150 1/6/2016 6 No 0
151 1/6/2016 6 No 0
152 2/6/2016 6 No 0
153 2/1/2016 1 No 5
- ------------------------------------------------------------------------------------------------------------------------------------
154 1/6/2016 6 NO 0
154.01
154.02
155 2/6/2016 6 No 0
156 12/6/2015 6 No 0
157 2/6/2016 6 No 0
158 3/6/2016 6 No 0
- ------------------------------------------------------------------------------------------------------------------------------------
159 11/6/2015 6 No 0
160 11/6/2015 6 No 0
161 12/6/2015 6 No 0
162 2/6/2016 6 No 0
163 1/6/2016 6 No 0
- ------------------------------------------------------------------------------------------------------------------------------------
164 11/6/2015 6 No 0
165 1/6/2016 6 No 0
166 11/6/2015 6 No 0
167 2/6/2016 6 No 0
168 1/6/2016 6 No 0
- ------------------------------------------------------------------------------------------------------------------------------------
169 1/6/2016 6 No 0
170 10/1/2015 1 No 5
171 10/6/2015 6 No 0
172 2/6/2016 6 No 0
173 1/6/2016 6 No 0
- ------------------------------------------------------------------------------------------------------------------------------------
174 2/1/2016 1 No 5
175 1/6/2016 6 No 0
176 11/6/2015 6 No 0
177 2/6/2016 6 No 0
178 11/6/2015 6 No 0
- ------------------------------------------------------------------------------------------------------------------------------------
179 1/6/2016 6 No 0
180 11/6/2015 6 No 0
181 11/6/2015 6 No 0
182 1/6/2016 6 No 0
183 10/6/2015 6 No 0
- ------------------------------------------------------------------------------------------------------------------------------------
184 9/6/2015 6 No 0
185 12/6/2015 6 No 0
186 2/1/2016 1 No 5
187 12/6/2015 6 No 0
188 10/6/2015 6 No 0
GRACE
CONTROL PERIOD-
NUMBER DEFAULT PREPAYMENT PROVISION (1)
- -----------------------------------------------------------------------------------------------------------------------------------
1 0 Lockout/24_Defeasance/90_0%/5
2 0 LOCKOUT/29_DEFEASANCE/84_0%/7
2.01
2.02
2.03
2.04
2.05
2.06
2.07
2.08
2.09
3 10 LOCKOUT/25_DEFEASANCE/31_0%/4
3.01
3.02
3.03
3.04
3.05
3.06
3.07
3.08
4 0 LOCKOUT/32_DEFEASANCE/48_0%/4
4.01
4.02
4.03
4.04
4.05
4.06
4.07
4.08
4.09
5 0 Lockout/26_Defeasance/90_0%/4
- -----------------------------------------------------------------------------------------------------------------------------------
6 3 days grace no more than two times in a 12 month period Lockout/29_Defeasance/20_0%/7
7 3 days grace no more than two times in a 12 month period Lockout/28_Defeasance/25_0%/7
8 0 LOCKOUT/28_DEFEASANCE/88_0%/4
8.01
8.02
8.03
8.04
8.05
8.06
8.07
8.08
9 0 Lockout/25_Defeasance/32_0%/3
10 0 LOCKOUT/26_DEFEASANCE/30_0%/4
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
10.12
10.13
10.14
- -----------------------------------------------------------------------------------------------------------------------------------
11 0 LOCKOUT/28_DEFEASANCE/28_0%/4
11.01
11.02
11.03
12 0 Lockout/27_Defeasance/89_0%/4
13 0 Lockout/28_Defeasance/28_0%/4
14 0 Lockout/26_Defeasance/90_0%/4
15 0 Lockout/28_Defeasance/88_0%/4
- -----------------------------------------------------------------------------------------------------------------------------------
16 0 Lockout/28_Defeasance/28_0%/4
17 0 LOCKOUT/24_DEFEASANCE/33_0%/3
17.01
17.02
17.03
17.04
17.05
17.06
17.07
17.08
17.09
17.10
17.11
17.12
17.13
17.14
17.15
17.16
17.17
17.18
17.19
17.20
17.21
17.22
17.23
17.24
17.25
17.26
17.27
17.28
17.29
17.30
17.31
17.32
17.33
17.34
17.35
17.36
17.37
18 0 LOCKOUT/27_DEFEASANCE/90_0%/3
18.01
18.02
18.03
18.04
18.05
18.06
18.07
18.08
18.09
18.10
18.11
18.12
18.13
19 0 Lockout/25_Defeasance/92_0%/3
20 0 LOCKOUT/29_DEFEASANCE/84_0%/7
20.01
20.02
20.03
20.04
20.05
20.06
20.07
20.08
- -----------------------------------------------------------------------------------------------------------------------------------
21 0 Lockout/26_Defeasance/54_0%/4
22 0 Lockout/27_>YM or 1%/89_0%/4
23 0 Lockout/26_Defeasance/30_0%/4
24 0 Lockout/24_Defeasance/92_0%/4
25 0 Lockout/24_Defeasance/92_0%/4
26 0 Lockout/24_Defeasance/92_0%/4
27 0 Lockout/24_Defeasance/92_0%/4
28 0 Lockout/24_Defeasance/92_0%/4
29 0 Lockout/24_Defeasance/92_0%/4
30 0 Lockout/24_Defeasance/92_0%/4
31 0 Lockout/24_Defeasance/92_0%/4
32 0 Lockout/24_Defeasance/92_0%/4
- -----------------------------------------------------------------------------------------------------------------------------------
33 0 Lockout/25_Defeasance/91_0%/4
34 0 Lockout/28_Defeasance/88_0%/4
35 0 Lockout/26_Defeasance/30_0%/4
36 0 Lockout/27_Defeasance/90_0%/3
37 0 LOCKOUT/27_DEFEASANCE/89_0%/4
37.01
37.02
- -----------------------------------------------------------------------------------------------------------------------------------
38 0 Lockout/26_Defeasance/90_0%/4
39 0 Lockout/28_Defeasance/88_0%/4
40 0 Lockout/25_Defeasance/91_0%/4
41 5 Lockout/24_Defeasance/92_0%/4
42 0 Lockout/28_Defeasance/52_0%/4
- -----------------------------------------------------------------------------------------------------------------------------------
43 0 Lockout/25_Defeasance/91_0%/4
44 0 Lockout/26_Defeasance/90_0%/4
45 0 LOCKOUT/25_DEFEASANCE/92_0%/3
45.01
45.02
46 0 LOCKOUT/29_DEFEASANCE/88_0%/3
46.01
46.02
46.03
46.04
46.05
46.06
46.07
46.08
46.09
46.10
46.11
47 0 LOCKOUT/28_DEFEASANCE/88_0%/4
47.01
47.02
- -----------------------------------------------------------------------------------------------------------------------------------
48 0 Lockout/27_Defeasance/89_0%/4
49 0 Lockout/29_Defeasance/87_0%/4
50 0 Lockout/29_Defeasance/87_0%/4
51 0 Lockout/26_Defeasance/87_0%/7
52 5 Lockout/25_Defeasance/90_0%/5
- -----------------------------------------------------------------------------------------------------------------------------------
53 0 Lockout/28_Defeasance/89_0%/3
54 0 Lockout/28_Defeasance/89_0%/3
55 0 Lockout/28_Defeasance/89_0%/3
56 0 Lockout/28_Defeasance/88_0%/4
57 0 Lockout/28_Defeasance/88_0%/4
- -----------------------------------------------------------------------------------------------------------------------------------
58 0 Lockout/26_Defeasance/66_0%/4
59 0 Lockout/27_Defeasance/29_0%/4
60 0 Lockout/25_Defeasance/91_0%/4
61 0 Lockout/26_Defeasance/90_0%/4
62 0 Lockout/27_Defeasance/89_0%/4
- -----------------------------------------------------------------------------------------------------------------------------------
63 0 Lockout/26_Defeasance/90_0%/4
64 0 Lockout/28_Defeasance/88_0%/4
65 0 Lockout/28_Defeasance/88_0%/4
66 0 Lockout/28_Defeasance/88_0%/4
67 0 Lockout/26_Defeasance/91_0%/3
- -----------------------------------------------------------------------------------------------------------------------------------
68 0 Lockout/28_Defeasance/88_0%/4
69 0 Lockout/25_Defeasance/31_0%/4
70 0 Lockout/24_Defeasance/92_0%/4
71 0 Lockout/28_Defeasance/88_0%/4
72 0 Lockout/27_Defeasance/32_0%/7
- -----------------------------------------------------------------------------------------------------------------------------------
73 0 Lockout/26_Defeasance/90_0%/4
74 0 Lockout/26_Defeasance/91_0%/3
75 0 Lockout/27_Defeasance/29_0%/4
76 0 Lockout/28_Defeasance/88_0%/4
77 0 Lockout/26_Defeasance/90_0%/4
- -----------------------------------------------------------------------------------------------------------------------------------
78 0 Lockout/28_Defeasance/88_0%/4
79 0 Lockout/26_Defeasance/90_0%/4
80 0 Lockout/29_Defeasance/62_0%/5
81 0 Lockout/25_Defeasance/92_0%/3
82 0 Lockout/25_Defeasance/91_0%/4
83 0 Lockout/25_Defeasance/91_0%/4
- -----------------------------------------------------------------------------------------------------------------------------------
84 0 Lockout/29_Defeasance/87_0%/4
85 0 Lockout/29_Defeasance/87_0%/4
86 0 LOCKOUT/26_DEFEASANCE/90_0%/4
86.01
86.02
86.03
86.04
86.05
87 0 Lockout/28_Defeasance/88_0%/4
88 0 Lockout/28_Defeasance/88_0%/4
- -----------------------------------------------------------------------------------------------------------------------------------
89 0 Lockout/26_Defeasance/90_0%/4
90 0 Lockout/27_Defeasance/89_0%/4
91 0 Lockout/25_Defeasance/91_0%/4
92 0 Lockout/25_Defeasance/91_0%/4
93 0 Lockout/28_Defeasance/88_0%/4
- -----------------------------------------------------------------------------------------------------------------------------------
94 0 Lockout/26_Defeasance/31_0%/3
95 0 Lockout/26_Defeasance/55_0%/3
96 0 Lockout/26_Defeasance/55_0%/3
97 0 LOCKOUT/26_DEFEASANCE/91_0%/3
97.01
97.02
98 0 Lockout/29_Defeasance/87_0%/4
- -----------------------------------------------------------------------------------------------------------------------------------
99 0 Lockout/28_Defeasance/88_0%/4
100 0 > YM OR 8%/24_DEFEASANCE/33_0%/3
100.01
100.02
101 0 Lockout/26_Defeasance/90_0%/4
102 0 Lockout/27_Defeasance/89_0%/4
103 0 Lockout/27_Defeasance/88_0%/5
- -----------------------------------------------------------------------------------------------------------------------------------
104 5 Lockout/25_Defeasance/82_0%/13
105 0 Lockout/25_Defeasance/91_0%/4
106 5 Lockout/27_Defeasance/89_0%/4
107 0 Lockout/27_Defeasance/90_0%/3
108 0 Lockout/26_Defeasance/90_0%/4
- -----------------------------------------------------------------------------------------------------------------------------------
109 5 LOCKOUT/27_DEFEASANCE/29_0%/4
109.01
109.02
110 0 Lockout/28_Defeasance/88_0%/4
111 0 Lockout/26_Defeasance/90_0%/4
112 0 Lockout/25_Defeasance/91_0%/4
113 0 Lockout/25_Defeasance/31_0%/4
- -----------------------------------------------------------------------------------------------------------------------------------
114 0 Lockout/26_Defeasance/90_0%/4
115 0 Lockout/28_Defeasance/88_0%/4
116 0 Lockout/26_Defeasance/90_0%/4
117 0 Lockout/26_Defeasance/90_0%/4
118 0 LOCKOUT/36_> YM OR 1%/80_0%/4
118.01
118.02
118.03
118.04
- -----------------------------------------------------------------------------------------------------------------------------------
119 0 Lockout/30_Defeasance/26_0%/4
120 0 Lockout/29_Defeasance/87_0%/4
121 0 Lockout/28_Defeasance/88_0%/4
122 0 Lockout/26_Defeasance/54_0%/4
123 0 LOCKOUT/36_> YM OR 1%/80_0%/4
123.01
123.02
123.03
123.04
- -----------------------------------------------------------------------------------------------------------------------------------
124 0 Lockout/25_Defeasance/91_0%/4
125 0 Lockout/26_>YM or 1%/30_0%/4
126 0 Lockout/26_Defeasance/90_0%/4
127 0 Lockout/26_Defeasance/90_0%/4
128 0 Lockout/28_Defeasance/88_0%/4
- -----------------------------------------------------------------------------------------------------------------------------------
129 5 Lockout/27_Defeasance/89_0%/4
130 0 Lockout/36_> YM+1% or 2%/80_0%/4
131 0 Lockout/26_Defeasance/91_0%/3
132 0 Lockout/27_Defeasance/89_0%/4
133 0 Lockout/26_Defeasance/90_0%/4
- -----------------------------------------------------------------------------------------------------------------------------------
134 0 Lockout/24_Defeasance/92_0%/4
135 0 Lockout/28_Defeasance/88_0%/4
136 0 Lockout/26_Defeasance/90_0%/4
137 0 Lockout/25_Defeasance/91_0%/4
138 0 Lockout/59_> YM or 1%/57_0%/4
- -----------------------------------------------------------------------------------------------------------------------------------
139 0 Lockout/27_Defeasance/89_0%/4
140 0 Lockout/26_Defeasance/90_0%/4
141 0 Lockout/25_Defeasance/91_0%/4
142 0 Lockout/30_Defeasance/86_0%/4
143 0 Lockout/26_Defeasance/90_0%/4
- -----------------------------------------------------------------------------------------------------------------------------------
144 0 Lockout/26_Defeasance/90_0%/4
145 0 Lockout/29_Defeasance/87_0%/4
146 0 Lockout/23_>YM or 1%/93_0%/4
147 0 Lockout/27_Defeasance/29_0%/4
148 5 Lockout/28_Defeasance/88_0%/4
- -----------------------------------------------------------------------------------------------------------------------------------
149 0 Lockout/28_Defeasance/88_0%/4
150 0 Lockout/59_> YM or 1%/57_0%/4
151 0 Lockout/26_Defeasance/90_0%/4
152 0 Lockout/25_Defeasance/91_0%/4
153 5 Lockout/25_Defeasance/91_0%/4
- -----------------------------------------------------------------------------------------------------------------------------------
154 0 LOCKOUT/26_DEFEASANCE/90_0%/4
154.01
154.02
155 0 Lockout/25_Defeasance/91_0%/4
156 0 Lockout/27_Defeasance/89_0%/4
157 0 Lockout/25_Defeasance/91_0%/4
158 0 Lockout/24_Defeasance/92_0%/4
- -----------------------------------------------------------------------------------------------------------------------------------
159 0 Lockout/28_Defeasance/88_0%/4
160 0 Lockout/28_Defeasance/88_0%/4
161 0 Lockout/27_Defeasance/89_0%/4
162 0 Lockout/25_Defeasance/91_0%/4
163 0 Lockout/26_Defeasance/90_0%/4
- -----------------------------------------------------------------------------------------------------------------------------------
164 0 Lockout/28_Defeasance/88_0%/4
165 0 Lockout/26_Defeasance/91_0%/3
166 0 Lockout/28_Defeasance/88_0%/4
167 0 Lockout/36_> YM or 1%/80_0%/4
168 0 Lockout/26_Defeasance/90_0%/4
- -----------------------------------------------------------------------------------------------------------------------------------
169 0 Lockout/26_Defeasance/90_0%/4
170 5 Lockout/29_>YM or 1%/87_0%/4
171 0 Lockout/29_Defeasance/87_0%/4
172 0 Lockout/25_Defeasance/91_0%/4
173 0 Lockout/26_Defeasance/90_0%/4
- -----------------------------------------------------------------------------------------------------------------------------------
174 5 Lockout/25_Defeasance/91_0%/4
175 0 Lockout/26_Defeasance/90_0%/4
176 0 Lockout/28_Defeasance/88_0%/4
177 0 Lockout/25_Defeasance/91_0%/4
178 0 Lockout/28_>YM or 1%/88_0%/4
- -----------------------------------------------------------------------------------------------------------------------------------
179 0 Lockout/26_Defeasance/90_0%/4
180 0 Lockout/28_Defeasance/88_0%/4
181 0 Lockout/28_Defeasance/88_0%/4
182 0 Lockout/59_> YM or 1%/57_0%/4
183 0 Lockout/29_Defeasance/87_0%/4
- -----------------------------------------------------------------------------------------------------------------------------------
184 0 Lockout/30_Defeasance/86_0%/4
185 0 Lockout/27_Defeasance/90_0%/3
186 5 Lockout/25_Defeasance/91_0%/4
187 0 Lockout/27_Defeasance/89_0%/4
188 0 Lockout/58_> YM or 1%/58_0%/4
THIRD THIRD SECOND SECOND
CONTROL MOST RECENT MOST RECENT MOST RECENT MOST RECENT MOST RECENT
NUMBER NOI ($) NOI DATE NOI ($) NOI DATE NOI ($)
- --------------------------------------------------------------------------------------------------------------------
1 N/A N/A N/A N/A NAP
2 21,366,578 12/31/2003 22,545,855 12/31/2004 25,635,204
2.01 4,256,465 12/31/2003 4,004,201 12/31/2004 4,442,932
2.02 3,276,878 12/31/2003 3,401,465 12/31/2004 4,314,437
2.03 3,855,445 12/31/2003 3,597,466 12/31/2004 4,003,231
2.04 2,699,188 12/31/2003 2,909,217 12/31/2004 3,117,676
2.05 2,036,013 12/31/2003 2,972,454 12/31/2004 3,293,765
2.06 2,649,997 12/31/2003 2,831,449 12/31/2004 2,923,872
2.07 819,875 12/31/2003 1,174,787 12/31/2004 1,465,190
2.08 1,050,458 12/31/2003 1,015,267 12/31/2004 1,324,564
2.09 722,259 12/31/2003 639,549 12/31/2004 749,537
3 16,820,902 12/31/2003 17,546,681 12/31/2004 19,804,422
3.01 4,197,571 12/31/2003 4,008,410 12/31/2004 4,430,060
3.02 2,272,613 12/31/2003 2,777,600 12/31/2004 3,400,777
3.03 2,596,682 12/31/2003 2,578,188 12/31/2004 2,516,680
3.04 2,132,418 12/31/2003 2,170,048 12/31/2004 2,501,534
3.05 1,658,679 12/31/2003 2,013,779 12/31/2004 2,038,472
3.06 1,727,699 12/31/2003 1,724,867 12/31/2004 1,912,623
3.07 1,373,330 12/31/2003 1,671,730 12/31/2004 1,744,783
3.08 861,910 12/31/2003 602,059 12/31/2004 1,259,493
4 16,605,300 12/31/2003 24,347,634 12/31/2004 25,413,828
4.01 4,705,727 12/31/2003 5,369,247 12/31/2004 5,813,525
4.02 3,086,664 12/31/2003 5,230,087 12/31/2004 5,479,419
4.03 2,698,797 12/31/2003 3,109,608 12/31/2004 3,221,148
4.04 1,485,542 12/31/2003 2,742,816 12/31/2004 2,750,643
4.05 1,365,912 12/31/2003 2,322,999 12/31/2004 2,397,607
4.06 859,750 12/31/2003 1,434,616 12/31/2004 1,572,487
4.07 882,506 12/31/2003 1,553,591 12/31/2004 1,655,669
4.08 885,209 12/31/2003 1,430,725 12/31/2004 1,356,761
4.09 635,193 12/31/2003 1,153,945 12/31/2004 1,166,569
5 10,915,275 12/31/2003 11,203,189 12/31/2004 11,543,928
- --------------------------------------------------------------------------------------------------------------------
6 N/A N/A N/A N/A NAP
7 10,516,848 12/31/2003 11,045,178 12/31/2004 NAP
8 4,591,539 12/31/2003 5,934,105 12/31/2004 7,606,602
8.01 1,562,615 12/31/2003 1,607,194 12/31/2004 1,775,824
8.02 -187,982 12/31/2003 337,715 12/31/2004 1,441,388
8.03 1,422,227 12/31/2003 1,504,676 12/31/2004 1,319,135
8.04 1,289,209 12/31/2003 1,257,491 12/31/2004 1,364,518
8.05 N/A N/A N/A N/A NAP
8.06 2,102 12/31/2003 336,175 12/31/2004 634,144
8.07 501,816 12/31/2003 682,832 12/31/2004 776,941
8.08 1,552 12/31/2003 208,022 12/31/2004 294,652
9 8,327,954 12/31/2003 7,500,722 12/31/2004 8,054,013
10 6,361,313 12/31/2003 6,146,755 12/31/2004 6,814,213
10.01 892,283 12/31/2003 901,731 12/31/2004 568,946
10.02 706,645 12/31/2003 577,999 12/31/2004 494,573
10.03 506,599 12/31/2003 456,192 12/31/2004 603,896
10.04 762,281 12/31/2003 641,662 12/31/2004 678,805
10.05 378,211 12/31/2003 368,827 12/31/2004 629,953
10.06 627,692 12/31/2003 598,066 12/31/2004 557,968
10.07 477,658 12/31/2003 475,275 12/31/2004 464,803
10.08 235,064 12/31/2003 231,902 12/31/2004 457,508
10.09 355,410 12/31/2003 408,769 12/31/2004 447,529
10.10 153,999 12/31/2003 130,599 12/31/2004 397,736
10.11 401,067 12/31/2003 456,517 12/31/2004 556,957
10.12 285,171 12/31/2003 394,194 12/31/2004 394,097
10.13 324,035 12/31/2003 283,799 12/31/2004 312,724
10.14 255,198 12/31/2003 221,223 12/31/2004 248,718
- --------------------------------------------------------------------------------------------------------------------
11 8,406,738 12/31/2003 8,607,392 12/31/2004 9,167,794
11.01 4,689,655 12/31/2003 4,673,150 12/31/2004 5,059,438
11.02 2,919,720 12/31/2003 2,758,143 12/31/2004 2,894,826
11.03 797,363 12/31/2003 1,176,099 12/31/2004 1,213,530
12 N/A N/A N/A N/A NAP
13 7,300,856 12/31/2003 3,811,018 12/31/2004 3,096,253
14 1,435,694 12/31/2003 3,815,865 12/31/2004 NAP
15 5,343,207 12/31/2003 5,598,291 12/31/2004 5,839,715
- --------------------------------------------------------------------------------------------------------------------
16 5,960,548 12/31/2003 5,465,389 12/31/2004 4,886,786
17 N/A N/A 4,033,599 12/31/2004 4,953,337
17.01 N/A N/A 15,317 12/31/2004 113,454
17.02 N/A N/A 109,254 12/31/2004 146,307
17.03 N/A N/A N/A N/A NAP
17.04 N/A N/A 163,181 12/31/2004 120,580
17.05 N/A N/A 874 12/31/2004 79,542
17.06 N/A N/A 38,558 12/31/2004 82,185
17.07 N/A N/A 123,558 12/31/2004 138,170
17.08 N/A N/A 173,167 12/31/2004 245,338
17.09 N/A N/A 107,897 12/31/2004 94,161
17.10 N/A N/A N/A N/A 96,964
17.11 N/A N/A 54,669 12/31/2004 65,683
17.12 N/A N/A 86,625 12/31/2004 124,650
17.13 N/A N/A 277,319 12/31/2004 276,866
17.14 N/A N/A 63,639 12/31/2004 97,066
17.15 N/A N/A 93,428 12/31/2004 90,833
17.16 N/A N/A 54,480 12/31/2004 141,472
17.17 N/A N/A 22,659 12/31/2004 51,220
17.18 N/A N/A 54,749 12/31/2004 38,481
17.19 N/A N/A 68,338 12/31/2004 73,714
17.20 N/A N/A 195,133 12/31/2004 174,215
17.21 N/A N/A 169,791 12/31/2004 223,441
17.22 N/A N/A 117,708 12/31/2004 149,253
17.23 N/A N/A 449,057 12/31/2004 375,531
17.24 N/A N/A 24,706 12/31/2004 141,325
17.25 N/A N/A 119,631 12/31/2004 188,417
17.26 N/A N/A 34,109 12/31/2004 61,786
17.27 N/A N/A 110,972 12/31/2004 73,663
17.28 N/A N/A 110,219 12/31/2004 113,122
17.29 N/A N/A 46,894 12/31/2004 60,998
17.30 N/A N/A 163,554 12/31/2004 177,220
17.31 N/A N/A 148,611 12/31/2004 197,860
17.32 N/A N/A 94,605 12/31/2004 105,043
17.33 N/A N/A 130,377 12/31/2004 128,680
17.34 N/A N/A 267,250 12/31/2004 286,816
17.35 N/A N/A 75,196 12/31/2004 70,358
17.36 N/A N/A 184,241 12/31/2004 258,580
17.37 N/A N/A 83,833 12/31/2004 90,341
18 5,266,597 12/31/2003 4,766,590 12/31/2004 5,480,808
18.01 1,517,546 12/31/2003 1,593,478 12/31/2004 1,614,281
18.02 755,717 12/31/2003 1,135,460 12/31/2004 1,166,947
18.03 743,019 12/31/2003 28,208 12/31/2004 442,071
18.04 60,566 12/31/2003 60,206 12/31/2004 59,249
18.05 278,106 12/31/2003 200,669 12/31/2004 352,736
18.06 316,706 12/31/2003 277,385 12/31/2004 336,401
18.07 201,810 12/31/2003 175,963 12/31/2004 248,479
18.08 329,251 12/31/2003 321,604 12/31/2004 322,385
18.09 312,421 12/31/2003 256,238 12/31/2004 262,374
18.10 275,976 12/31/2003 265,063 12/31/2004 234,964
18.11 143,842 12/31/2003 142,082 12/31/2004 145,615
18.12 203,583 12/31/2003 188,485 12/31/2004 183,890
18.13 128,054 12/31/2003 121,749 12/31/2004 111,416
19 N/A N/A N/A N/A NAP
20 26,501,392 12/31/2003 26,717,398 12/31/2004 28,171,224
20.01 7,152,293 12/31/2003 7,867,411 12/31/2004 8,142,906
20.02 4,868,333 12/31/2003 4,805,118 12/31/2004 3,773,027
20.03 2,822,776 12/31/2003 3,060,335 12/31/2004 3,494,770
20.04 3,086,752 12/31/2003 3,224,329 12/31/2004 3,651,549
20.05 3,207,380 12/31/2003 3,260,196 12/31/2004 3,161,763
20.06 2,150,786 12/31/2003 1,720,802 12/31/2004 2,045,845
20.07 959,416 12/31/2003 1,220,923 12/31/2004 1,791,896
20.08 2,253,656 12/31/2003 1,558,284 12/31/2004 2,109,468
- --------------------------------------------------------------------------------------------------------------------
21 207,710 12/31/2003 1,884,672 12/31/2004 3,877,088
22 N/A N/A N/A N/A 3,611,678
23 5,731,828 12/31/2003 4,630,039 12/31/2004 5,197,189
24 723,681 12/31/2003 775,911 12/31/2004 781,282
25 438,459 12/31/2003 436,275 12/31/2004 459,071
26 377,463 12/31/2003 414,942 12/31/2004 410,212
27 386,957 12/31/2003 372,136 12/31/2004 345,465
28 334,327 12/31/2003 332,132 12/31/2004 327,383
29 331,513 12/31/2003 279,921 12/31/2004 245,907
30 329,202 12/31/2003 321,994 12/31/2004 299,910
31 265,839 12/31/2003 253,843 12/31/2004 258,718
32 221,738 12/31/2003 69,916 12/31/2004 76,642
- --------------------------------------------------------------------------------------------------------------------
33 2,981,802 12/31/2003 3,314,051 12/31/2004 3,977,589
34 N/A N/A N/A N/A NAP
35 1,043,778 12/31/2003 2,187,342 12/31/2004 2,486,926
36 4,724,668 12/31/2003 5,076,477 12/31/2004 5,022,281
37 N/A N/A 2,432,273 12/31/2004 2,321,905
37.01 N/A N/A 1,454,535 12/31/2004 1,439,881
37.02 N/A N/A 977,738 12/31/2004 882,024
- --------------------------------------------------------------------------------------------------------------------
38 N/A N/A N/A N/A NAP
39 3,574,296 12/31/2003 3,251,955 12/31/2004 3,097,012
40 2,894,352 12/31/2003 2,329,234 12/31/2004 2,029,171
41 N/A N/A N/A N/A NAP
42 N/A N/A 343,760 12/31/2004 1,456,949
- --------------------------------------------------------------------------------------------------------------------
43 1,943,892 12/31/2003 2,174,128 12/31/2004 2,042,278
44 4,901,013 12/31/2003 N/A N/A 2,583,435
45 596,722 12/31/2003 1,242,590 12/31/2004 4,703,946
45.01 755,582 12/31/2003 1,075,368 12/31/2004 2,565,346
45.02 -158,860 12/31/2003 167,222 12/31/2004 2,138,600
46 12,896,271 12/31/2003 14,313,250 12/31/2004 15,583,428
46.01 2,665,304 12/31/2003 3,063,587 12/31/2004 2,746,202
46.02 1,550,278 12/31/2003 1,632,690 12/31/2004 1,845,512
46.03 1,204,061 12/31/2003 804,870 12/31/2004 1,281,180
46.04 956,805 12/31/2003 1,320,182 12/31/2004 929,890
46.05 1,112,470 12/31/2003 1,374,655 12/31/2004 1,465,794
46.06 1,737,030 12/31/2003 1,328,464 12/31/2004 2,056,317
46.07 1,025,382 12/31/2003 1,195,162 12/31/2004 1,249,050
46.08 -95,367 12/31/2003 818,711 12/31/2004 744,829
46.09 875,998 12/31/2003 1,002,898 12/31/2004 861,998
46.10 1,000,456 12/31/2003 754,380 12/31/2004 1,229,879
46.11 863,854 12/31/2003 1,017,651 12/31/2004 1,172,777
47 1,741,754 12/31/2003 2,054,613 12/31/2004 2,130,982
47.01 983,094 12/31/2003 1,127,465 12/31/2004 1,089,579
47.02 758,660 12/31/2003 927,148 12/31/2004 1,041,403
- --------------------------------------------------------------------------------------------------------------------
48 1,858,329 12/31/2003 1,847,855 12/31/2004 2,056,426
49 763,329 12/31/2003 770,605 12/31/2004 845,908
50 587,815 12/31/2003 540,121 12/31/2004 548,594
51 2,265,155 12/31/2003 2,331,911 12/31/2004 2,208,981
52 N/A N/A N/A N/A NAP
- --------------------------------------------------------------------------------------------------------------------
53 1,550,003 12/31/2003 1,697,341 12/31/2004 1,686,191
54 N/A N/A 1,692,607 12/31/2004 1,626,088
55 1,594,543 12/31/2003 1,646,002 12/31/2004 1,686,575
56 1,615,730 12/31/2003 1,620,559 12/31/2004 1,791,289
57 N/A N/A N/A N/A NAP
- --------------------------------------------------------------------------------------------------------------------
58 1,812,804 12/31/2003 1,735,457 12/31/2004 1,697,034
59 1,371,225 12/31/2003 1,512,008 12/31/2004 1,595,980
60 1,294,019 12/31/2003 1,417,771 12/31/2004 1,268,295
61 3,030,649 12/31/2003 3,295,742 12/31/2004 2,548,849
62 1,689,164 12/31/2003 1,549,417 12/31/2004 1,821,954
- --------------------------------------------------------------------------------------------------------------------
63 N/A N/A N/A N/A NAP
64 N/A N/A N/A N/A NAP
65 N/A N/A N/A N/A NAP
66 N/A N/A N/A N/A 1,423,832
67 1,278,588 12/31/2003 1,404,935 12/31/2004 NAP
- --------------------------------------------------------------------------------------------------------------------
68 1,401,972 12/31/2003 1,422,702 12/31/2004 1,263,562
69 N/A N/A N/A N/A NAP
70 N/A N/A -287,864 12/31/2004 1,405,520
71 746,282 12/31/2003 456,288 12/31/2004 1,044,840
72 1,158,575 12/31/2003 1,206,521 12/31/2004 1,337,476
- --------------------------------------------------------------------------------------------------------------------
73 N/A N/A N/A N/A NAP
74 N/A N/A 1,790,698 12/31/2004 1,424,644
75 927,369 12/31/2003 1,367,137 12/31/2004 1,655,531
76 1,441,061 12/31/2003 1,453,200 12/31/2004 1,403,787
77 N/A N/A N/A N/A 1,613,254
- --------------------------------------------------------------------------------------------------------------------
78 710,689 12/31/2003 780,462 12/31/2004 910,954
79 1,123,796 12/31/2003 896,800 12/31/2004 1,271,112
80 1,011,444 12/31/2003 903,225 12/31/2004 NAP
81 575,872 12/31/2003 694,045 12/31/2004 720,192
82 502,791 12/31/2003 532,482 12/31/2004 527,742
83 241,427 12/31/2003 260,811 12/31/2004 265,378
- --------------------------------------------------------------------------------------------------------------------
84 N/A N/A N/A N/A 1,348,326
85 N/A N/A 1,089,760 12/31/2004 1,152,596
86 995,891 12/31/2003 1,067,299 12/31/2004 1,120,812
86.01 298,461 12/31/2003 281,919 12/31/2004 319,624
86.02 225,633 12/31/2003 239,560 12/31/2004 258,814
86.03 230,038 12/31/2003 238,785 12/31/2004 244,856
86.04 165,702 12/31/2003 171,482 12/31/2004 154,881
86.05 76,057 12/31/2003 135,553 12/31/2004 142,637
87 N/A N/A N/A N/A NAP
88 N/A N/A N/A N/A NAP
- --------------------------------------------------------------------------------------------------------------------
89 916,149 12/31/2003 1,148,134 12/31/2004 1,199,461
90 643,181 12/31/2003 633,765 12/31/2004 689,131
91 945,946 12/31/2003 999,767 12/31/2004 1,173,412
92 N/A N/A 614,219 12/31/2004 646,523
93 N/A N/A N/A N/A NAP
- --------------------------------------------------------------------------------------------------------------------
94 1,005,436 12/31/2003 937,624 12/31/2004 1,012,899
95 N/A N/A 734,908 12/31/2004 734,858
96 N/A N/A 483,850 12/31/2004 606,791
97 1,038,565 12/31/2003 1,059,337 12/31/2004 1,091,381
97.01 614,400 12/31/2003 626,688 12/31/2004 645,645
97.02 424,165 12/31/2003 432,649 12/31/2004 445,736
98 N/A N/A N/A N/A NAP
- --------------------------------------------------------------------------------------------------------------------
99 848,854 12/31/2003 848,876 12/31/2004 755,679
100 N/A N/A N/A N/A NAP
100.01 N/A N/A N/A N/A NAP
100.02 N/A N/A N/A N/A NAP
101 N/A N/A N/A N/A NAP
102 960,907 12/31/2003 1,097,860 12/31/2004 1,081,880
103 759,672 12/31/2003 835,885 12/31/2004 777,688
- --------------------------------------------------------------------------------------------------------------------
104 1,100,492 12/31/2003 1,138,545 12/31/2004 1,107,972
105 645,997 12/31/2003 789,844 12/31/2004 608,694
106 1,161,162 12/31/2003 1,254,028 12/31/2004 1,111,216
107 N/A N/A N/A N/A NAP
108 N/A N/A N/A N/A NAP
- --------------------------------------------------------------------------------------------------------------------
109 981,976 12/31/2003 948,397 12/31/2004 819,763
109.01 591,803 12/31/2003 649,128 12/31/2004 561,644
109.02 390,173 12/31/2003 299,269 12/31/2004 258,120
110 754,013 12/31/2003 760,548 12/31/2004 775,741
111 N/A N/A N/A N/A 584,395
112 N/A N/A N/A N/A NAP
113 787,041 12/31/2003 840,409 12/31/2004 798,760
- --------------------------------------------------------------------------------------------------------------------
114 607,104 12/31/2003 492,595 12/31/2004 510,178
115 828,774 12/31/2003 867,149 12/31/2004 954,396
116 639,023 12/31/2003 508,422 12/31/2004 568,382
117 1,151,599 12/31/2003 1,061,394 12/31/2004 1,141,435
118 N/A N/A N/A N/A NAP
118.01 N/A N/A N/A N/A NAP
118.02 N/A N/A N/A N/A NAP
118.03 N/A N/A N/A N/A NAP
118.04 N/A N/A N/A N/A NAP
- --------------------------------------------------------------------------------------------------------------------
119 688,049 12/31/2003 683,431 12/31/2004 723,854
120 540,018 12/31/2003 587,224 12/31/2004 596,872
121 N/A N/A N/A N/A NAP
122 950,335 12/31/2003 1,083,174 12/31/2004 885,087
123 N/A N/A N/A N/A NAP
123.01 N/A N/A N/A N/A NAP
123.02 N/A N/A N/A N/A NAP
123.03 N/A N/A N/A N/A NAP
123.04 N/A N/A N/A N/A NAP
- --------------------------------------------------------------------------------------------------------------------
124 858,641 12/31/2003 884,448 12/31/2004 824,398
125 N/A N/A N/A N/A NAP
126 1,027,983 12/31/2003 721,504 12/31/2004 271,578
127 690,179 12/31/2003 723,977 12/31/2004 685,684
128 N/A N/A 473,912 12/31/2004 532,504
- --------------------------------------------------------------------------------------------------------------------
129 510,644 12/31/2003 602,855 12/31/2004 569,290
130 447,220 12/31/2003 432,376 12/31/2004 NAP
131 N/A N/A 383,292 12/31/2004 445,938
132 493,354 12/31/2003 552,431 12/31/2004 NAP
133 549,357 12/31/2003 545,207 12/31/2004 503,815
- --------------------------------------------------------------------------------------------------------------------
134 N/A N/A N/A N/A NAP
135 N/A N/A 534,135 12/31/2004 492,529
136 N/A N/A N/A N/A NAP
137 N/A N/A N/A N/A 159,013
138 N/A N/A N/A N/A NAP
- --------------------------------------------------------------------------------------------------------------------
139 601,533 12/31/2003 551,424 12/31/2004 574,333
140 N/A N/A 460,388 12/31/2004 426,875
141 N/A N/A N/A N/A NAP
142 432,690 12/31/2003 501,997 12/31/2004 527,948
143 N/A N/A 460,445 12/31/2004 437,210
- --------------------------------------------------------------------------------------------------------------------
144 535,686 12/31/2003 447,793 12/31/2004 443,459
145 391,821 12/31/2003 350,847 12/31/2004 405,926
146 305,142 12/31/2003 323,138 12/31/2004 364,831
147 391,163 12/31/2003 413,029 12/31/2004 472,831
148 350,139 12/31/2003 403,275 12/31/2004 460,740
- --------------------------------------------------------------------------------------------------------------------
149 454,996 12/31/2003 378,456 12/31/2004 398,882
150 N/A N/A 199,030 12/31/2004 279,925
151 N/A N/A N/A N/A NAP
152 426,853 12/31/2003 311,642 12/31/2004 246,384
153 N/A N/A 120,125 12/31/2004 353,981
- --------------------------------------------------------------------------------------------------------------------
154 208,905 12/31/2003 263,907 12/31/2004 383,006
154.01 186,178 12/31/2003 226,556 12/31/2004 253,392
154.02 22,727 12/31/2003 37,351 12/31/2004 129,614
155 N/A N/A N/A N/A NAP
156 N/A N/A N/A N/A NAP
157 356,185 12/31/2003 347,313 12/31/2004 299,429
158 269,835 12/31/2003 289,912 12/31/2004 322,741
- --------------------------------------------------------------------------------------------------------------------
159 N/A N/A 224,022 12/31/2004 230,719
160 N/A N/A N/A N/A NAP
161 N/A N/A N/A N/A NAP
162 296,425 12/31/2003 306,191 12/31/2004 311,233
163 N/A N/A N/A N/A NAP
- --------------------------------------------------------------------------------------------------------------------
164 N/A N/A N/A N/A NAP
165 N/A N/A N/A N/A 104,320
166 221,660 12/31/2003 162,445 12/31/2004 246,763
167 N/A N/A 78,862 12/31/2004 245,897
168 N/A N/A N/A N/A NAP
- --------------------------------------------------------------------------------------------------------------------
169 N/A N/A 100,313 12/31/2004 233,349
170 N/A N/A N/A N/A NAP
171 495,708 12/31/2003 606,348 12/31/2004 552,490
172 N/A N/A N/A N/A NAP
173 368,155 12/31/2003 413,626 12/31/2004 374,918
- --------------------------------------------------------------------------------------------------------------------
174 334,794 12/31/2003 390,213 12/31/2004 419,628
175 1,027,983 12/31/2003 721,504 12/31/2004 114,327
176 291,638 12/31/2003 212,776 12/31/2004 272,425
177 N/A N/A 3,755 12/31/2004 22,123
178 239,208 12/31/2003 263,936 12/31/2004 297,081
- --------------------------------------------------------------------------------------------------------------------
179 209,198 12/31/2003 208,409 12/31/2004 222,322
180 124,215 12/31/2003 209,464 12/31/2004 249,154
181 292,081 12/31/2003 291,940 12/31/2004 322,938
182 526,190 12/31/2003 281,214 12/31/2004 216,484
183 204,738 12/31/2003 206,918 12/31/2004 127,837
- --------------------------------------------------------------------------------------------------------------------
184 207,963 12/31/2003 220,401 12/31/2004 220,913
185 N/A N/A 203,310 12/31/2004 179,070
186 216,750 12/31/2003 273,106 12/31/2004 291,263
187 N/A N/A N/A N/A NAP
188 257,250 12/31/2003 253,200 12/31/2004 261,300
CONTROL MOST RECENT UNDERWRITTEN UNDERWRITTEN UNDERWRITTEN NET
NUMBER NOI DATE EGI ($) EXPENSES ($) OPERATING INCOME ($)
- ---------------------------------------------------------------------------------------------------------
1 NAP 27,093,177 8,190,612 18,902,565
2 12/31/2005 84,230,235 58,185,778 26,044,458
2.01 12/31/2005 12,321,246 7,762,106 4,559,141
2.02 12/31/2005 11,510,872 7,218,161 4,292,711
2.03 12/31/2005 11,234,808 7,228,128 4,006,680
2.04 12/31/2005 11,166,775 7,932,856 3,233,919
2.05 12/31/2005 11,921,530 8,558,020 3,363,509
2.06 12/31/2005 10,179,871 7,208,882 2,970,990
2.07 12/31/2005 7,912,079 6,422,283 1,489,796
2.08 12/31/2005 5,268,808 3,903,472 1,365,336
2.09 12/31/2005 2,714,246 1,951,869 762,378
3 11/30/2005 71,945,086 50,028,647 21,916,439
3.01 11/30/2005 11,876,885 7,137,960 4,738,925
3.02 11/30/2005 10,683,397 7,057,102 3,626,295
3.03 11/30/2005 12,583,754 9,148,503 3,435,251
3.04 11/30/2005 9,309,459 6,652,996 2,656,463
3.05 11/30/2005 8,479,919 6,247,220 2,232,699
3.06 11/30/2005 6,852,873 4,849,133 2,003,740
3.07 11/30/2005 6,191,341 4,349,062 1,842,279
3.08 11/30/2005 5,967,458 4,586,671 1,380,787
4 10/31/2005 45,353,947 18,357,636 26,996,311
4.01 10/31/2005 10,152,527 3,985,039 6,167,488
4.02 10/31/2005 8,702,047 3,240,463 5,461,584
4.03 10/31/2005 5,646,840 2,233,790 3,413,050
4.04 10/31/2005 6,246,202 2,905,779 3,340,423
4.05 10/31/2005 4,076,237 1,458,304 2,617,933
4.06 10/31/2005 2,809,276 1,163,271 1,646,005
4.07 10/31/2005 2,725,411 1,089,686 1,635,725
4.08 10/31/2005 2,827,390 1,318,586 1,508,804
4.09 10/31/2005 2,168,017 962,718 1,205,299
5 10/31/2005 24,489,609 11,276,548 13,213,061
- ---------------------------------------------------------------------------------------------------------
6 NAP 25,033,296 7,360,751 17,672,545
7 NAP 18,451,437 5,453,434 12,998,003
8 8/31/2005 13,257,802 3,591,728 9,666,074
8.01 8/31/2005 2,546,984 602,613 1,944,371
8.02 8/31/2005 2,256,112 540,120 1,715,992
8.03 8/31/2005 2,347,563 858,756 1,488,807
8.04 8/31/2005 1,864,930 376,979 1,487,951
8.05 NAP 1,575,612 606,665 968,947
8.06 8/31/2005 1,035,984 239,698 796,286
8.07 8/31/2005 894,875 153,725 741,150
8.08 8/31/2005 735,742 213,172 522,570
9 9/30/2005 15,684,030 6,601,774 9,082,256
10 11/30/2005 8,919,803 1,463,259 7,456,544
10.01 11/30/2005 1,012,459 148,203 864,256
10.02 11/30/2005 832,297 129,522 702,775
10.03 11/30/2005 821,850 120,073 701,777
10.04 11/30/2005 832,344 126,539 705,805
10.05 11/30/2005 738,801 143,044 595,757
10.06 11/30/2005 812,322 119,997 692,325
10.07 11/30/2005 550,139 94,407 455,732
10.08 11/30/2005 529,604 98,102 431,502
10.09 11/30/2005 511,709 82,293 429,416
10.10 11/30/2005 477,948 76,722 401,226
10.11 11/30/2005 642,576 103,196 539,380
10.12 11/30/2005 464,832 89,242 375,590
10.13 11/30/2005 382,733 72,567 310,166
10.14 11/30/2005 310,189 59,352 250,837
- ---------------------------------------------------------------------------------------------------------
11 6/30/2005 & 9/30/2005 14,260,970 5,035,141 9,225,829
11.01 9/30/2005 8,519,769 3,178,701 5,341,068
11.02 9/30/2005 3,625,424 916,283 2,709,141
11.03 6/30/2005 2,115,777 940,157 1,175,620
12 NAP 8,970,000 2,324,732 6,645,268
13 5/31/2005 9,152,193 2,803,675 6,348,518
14 NAP 13,243,218 4,591,850 8,651,368
15 7/31/2005 10,702,407 4,523,436 6,178,971
- ---------------------------------------------------------------------------------------------------------
16 5/31/2005 7,993,088 2,721,631 5,271,457
17 6/30/2005 7,818,030 1,786,447 6,031,583
17.01 6/30/2005 192,279 59,143 133,137
17.02 6/30/2005 221,609 41,022 180,588
17.03 NAP 137,996 23,611 114,385
17.04 6/30/2005 220,110 69,741 150,369
17.05 6/30/2005 281,619 82,415 199,204
17.06 6/30/2005 237,305 42,022 195,283
17.07 6/30/2005 231,382 41,526 189,856
17.08 6/30/2005 286,703 57,200 229,503
17.09 6/30/2005 126,865 38,169 88,696
17.10 6/30/2005 193,095 33,522 159,573
17.11 6/30/2005 112,722 19,536 93,185
17.12 6/30/2005 147,990 25,848 122,142
17.13 6/30/2005 328,658 65,429 263,228
17.14 6/30/2005 103,962 24,603 79,359
17.15 6/30/2005 125,309 33,848 91,460
17.16 6/30/2005 178,524 40,447 138,078
17.17 6/30/2005 59,806 17,322 42,484
17.18 6/30/2005 78,747 22,694 56,054
17.19 6/30/2005 83,069 19,276 63,793
17.20 6/30/2005 237,814 54,426 183,388
17.21 6/30/2005 264,637 69,551 195,087
17.22 6/30/2005 176,274 36,744 139,530
17.23 6/30/2005 551,434 80,412 471,022
17.24 6/30/2005 280,027 80,839 199,188
17.25 6/30/2005 314,056 66,198 247,858
17.26 6/30/2005 192,028 42,127 149,900
17.27 6/30/2005 171,857 55,612 116,244
17.28 6/30/2005 183,435 44,017 139,418
17.29 6/30/2005 143,218 41,693 101,525
17.30 6/30/2005 259,670 67,338 192,333
17.31 6/30/2005 241,725 36,450 205,274
17.32 6/30/2005 118,600 28,030 90,570
17.33 6/30/2005 172,647 40,752 131,895
17.34 6/30/2005 578,829 138,935 439,894
17.35 6/30/2005 92,289 27,040 65,249
17.36 6/30/2005 338,016 65,529 272,486
17.37 6/30/2005 153,723 53,377 100,346
18 8/31/2005 8,566,944 2,568,915 5,998,029
18.01 8/31/2005 2,482,410 736,117 1,746,293
18.02 8/31/2005 1,564,409 349,836 1,214,573
18.03 8/31/2005 871,698 284,868 586,830
18.04 8/31/2005 628,273 209,932 418,341
18.05 8/31/2005 519,079 164,820 354,259
18.06 8/31/2005 432,392 151,760 280,632
18.07 8/31/2005 373,771 117,389 256,382
18.08 8/31/2005 452,688 132,415 320,273
18.09 8/31/2005 396,277 83,961 312,316
18.10 8/31/2005 455,291 157,585 297,706
18.11 8/31/2005 207,164 55,621 151,543
18.12 8/31/2005 0 57,337 -57,337
18.13 8/31/2005 183,492 67,274 116,218
19 NAP 7,692,447 1,947,224 5,745,223
20 12/31/2005 97,294,291 68,950,670 28,343,620
20.01 12/31/2005 21,676,947 13,518,002 8,158,944
20.02 12/31/2005 12,427,547 8,614,484 3,813,063
20.03 12/31/2005 12,967,657 9,439,800 3,527,857
20.04 12/31/2005 10,767,249 7,111,870 3,655,379
20.05 12/31/2005 11,323,621 8,174,318 3,149,303
20.06 12/31/2005 7,203,662 5,339,321 1,864,341
20.07 12/31/2005 10,854,644 8,865,201 1,989,443
20.08 12/31/2005 10,072,964 7,887,673 2,185,290
- ---------------------------------------------------------------------------------------------------------
21 8/31/2005 7,840,715 3,123,145 4,717,570
22 9/30/2005 6,919,987 2,647,026 4,272,961
23 9/30/2005 25,843,693 20,147,673 5,696,020
24 9/30/2005 1,125,656 204,247 921,409
25 9/30/2005 591,629 108,397 483,232
26 9/30/2005 565,073 143,512 421,561
27 9/30/2005 525,488 128,762 396,726
28 9/30/2005 420,375 78,603 341,772
29 9/30/2005 431,171 84,291 346,880
30 9/30/2005 364,601 55,386 309,215
31 9/30/2005 373,846 92,671 281,175
32 9/30/2005 283,457 76,838 206,619
- ---------------------------------------------------------------------------------------------------------
33 11/30/2005 5,201,670 1,584,379 3,617,291
34 NAP 4,403,982 1,064,229 3,339,754
35 9/30/2005 5,390,816 2,073,554 3,317,262
36 8/31/2005 6,456,985 1,890,461 4,566,524
37 8/31/2005 5,053,847 1,993,318 3,060,529
37.01 8/31/2005 2,937,621 1,106,823 1,830,798
37.02 8/31/2005 2,116,226 886,495 1,229,731
- ---------------------------------------------------------------------------------------------------------
38 NAP 4,938,223 2,093,318 2,844,905
39 10/31/2005 6,397,646 3,253,457 3,144,190
40 12/31/2005 5,684,620 2,690,430 2,994,190
41 NAP 3,306,640 993,985 2,312,655
42 8/31/2005 5,005,977 2,529,032 2,476,945
- ---------------------------------------------------------------------------------------------------------
43 12/31/2005 2,786,071 504,492 2,281,579
44 9/30/2005 3,926,637 1,655,580 2,271,057
45 11/30/2005 21,849,735 17,270,267 4,579,468
45.01 11/30/2005 11,397,800 8,806,223 2,591,577
45.02 11/30/2005 10,451,935 8,464,044 1,987,891
46 10/31/2005 73,183,245 56,360,887 16,822,358
46.01 10/31/2005 6,845,312 4,189,539 2,655,773
46.02 10/31/2005 14,618,641 12,933,925 1,684,716
46.03 10/31/2005 7,207,129 4,939,080 2,268,049
46.04 10/31/2005 9,386,260 7,396,754 1,989,506
46.05 10/31/2005 3,983,287 2,530,039 1,453,248
46.06 10/31/2005 10,243,550 8,562,413 1,681,137
46.07 10/31/2005 5,000,816 3,760,104 1,240,712
46.08 10/31/2005 4,710,080 3,728,747 981,333
46.09 10/31/2005 3,124,254 2,215,062 909,192
46.10 10/31/2005 4,735,792 3,880,200 855,592
46.11 10/31/2005 3,328,124 2,225,024 1,103,100
47 9/30/2005 4,495,772 2,344,165 2,151,607
47.01 9/30/2005 2,330,465 1,219,619 1,110,846
47.02 9/30/2005 2,165,307 1,124,546 1,040,761
- ---------------------------------------------------------------------------------------------------------
48 10/31/2005 3,098,796 973,615 2,125,181
49 6/30/2005 1,950,302 973,617 976,685
50 6/30/2005 1,374,632 656,464 718,169
51 10/31/2005 3,669,719 1,180,996 2,488,723
52 NAP 1,670,328 0 1,670,328
- ---------------------------------------------------------------------------------------------------------
53 5/31/2005 3,237,557 1,199,067 2,038,490
54 7/31/2005 2,679,842 1,044,937 1,634,905
55 8/31/2005 1,967,920 319,846 1,648,074
56 7/30/2005 2,211,481 560,532 1,650,949
57 NAP 2,675,010 710,834 1,964,176
- ---------------------------------------------------------------------------------------------------------
58 8/31/2005 2,101,550 466,977 1,634,573
59 8/31/2005 2,854,571 1,013,502 1,841,069
60 10/31/2005 2,816,164 1,264,299 1,551,865
61 10/31/2005 2,620,141 1,052,297 1,567,844
62 8/31/2005 2,088,412 527,502 1,560,909
- ---------------------------------------------------------------------------------------------------------
63 NAP 2,177,427 559,762 1,617,665
64 NAP 2,180,182 441,334 1,738,848
65 NAP 2,610,251 933,294 1,676,958
66 12/15/2005 4,714,476 2,657,015 2,057,461
67 NAP 2,496,295 919,525 1,576,770
- ---------------------------------------------------------------------------------------------------------
68 6/30/2005 1,797,291 381,876 1,415,415
69 NAP 3,646,113 1,794,945 1,851,168
70 11/30/2005 2,101,846 670,467 1,431,379
71 10/31/2005 1,729,840 472,169 1,257,671
72 7/31/2005 2,298,821 956,238 1,342,583
- ---------------------------------------------------------------------------------------------------------
73 NAP 916,723 0 916,723
74 10/31/2005 2,417,362 811,961 1,605,401
75 7/31/2005 5,075,809 3,228,865 1,846,944
76 9/30/2005 3,691,014 2,210,004 1,481,010
77 10/31/2005 1,786,838 367,653 1,419,185
- ---------------------------------------------------------------------------------------------------------
78 7/31/2005 1,731,228 686,365 1,044,863
79 10/31/2005 2,078,850 897,911 1,180,939
80 NAP 1,293,423 216,318 1,077,105
81 7/31/2005 1,512,312 432,089 1,080,223
82 9/30/2005 904,337 315,202 589,135
83 9/30/2005 532,991 255,886 277,105
- ---------------------------------------------------------------------------------------------------------
84 10/31/2005 3,672,778 2,238,378 1,434,400
85 7/31/2005 1,941,187 832,030 1,109,157
86 9/30/2005 1,974,838 707,052 1,267,786
86.01 9/30/2005 514,804 192,682 322,122
86.02 9/30/2005 490,307 162,899 327,408
86.03 9/30/2005 433,992 153,243 280,749
86.04 9/30/2005 288,067 109,793 178,274
86.05 9/30/2005 247,668 88,435 159,233
87 NAP 1,682,665 242,929 1,439,736
88 NAP 1,470,856 224,746 1,246,110
- ---------------------------------------------------------------------------------------------------------
89 9/30/2005 1,851,425 800,764 1,050,660
90 9/30/2005 877,127 247,959 629,169
91 12/31/2005 1,840,608 871,630 968,978
92 8/31/2005 1,156,857 290,203 866,654
93 NAP 1,458,206 592,151 866,055
- ---------------------------------------------------------------------------------------------------------
94 10/31/2005 1,823,618 823,236 1,000,382
95 10/31/2005 1,629,065 698,649 930,416
96 10/31/2005 1,599,099 669,754 929,345
97 11/30/2005 1,599,568 557,085 1,042,483
97.01 11/30/2005 852,184 230,511 621,673
97.02 11/30/2005 747,384 326,574 420,810
98 NAP 1,174,282 375,846 798,436
- ---------------------------------------------------------------------------------------------------------
99 9/30/2005 1,499,946 619,682 880,264
100 NAP 2,548,718 752,228 1,796,490
100.01 NAP 1,650,107 449,969 1,200,138
100.02 NAP 898,611 302,259 596,352
101 NAP 1,051,189 357,216 693,974
102 9/30/2005 1,428,401 485,060 943,341
103 8/31/2005 1,058,030 249,178 808,852
- ---------------------------------------------------------------------------------------------------------
104 9/30/2005 1,307,658 343,767 963,891
105 10/31/2005 1,523,361 719,702 803,659
106 7/31/2005 2,135,469 1,099,469 1,035,999
107 NAP 989,798 256,100 733,698
108 NAP 1,164,188 243,150 921,037
- ---------------------------------------------------------------------------------------------------------
109 9/30/2005 1,489,535 584,037 905,498
109.01 9/30/2005 919,710 265,728 653,982
109.02 9/30/2005 569,825 318,309 251,516
110 8/31/2005 1,506,488 776,166 730,322
111 10/31/2005 1,397,539 670,578 726,961
112 NAP 767,680 202,853 564,827
113 12/31/2005 2,553,590 1,614,475 939,115
- ---------------------------------------------------------------------------------------------------------
114 9/30/2005 1,668,987 938,535 730,452
115 10/31/2005 3,669,468 2,725,060 944,408
116 9/30/2005 1,675,701 977,269 698,432
117 9/30/2005 2,956,031 1,840,571 1,115,460
118 NAP 720,970 21,629 699,341
118.01 NAP 200,172 6,005 194,167
118.02 NAP 200,105 6,003 194,102
118.03 NAP 177,360 5,321 172,039
118.04 NAP 143,333 4,300 139,033
- ---------------------------------------------------------------------------------------------------------
119 10/31/2005 1,176,054 388,520 787,534
120 6/30/2005 767,007 168,813 598,194
121 NAP 1,042,226 88,543 953,684
122 10/31/2005 1,426,947 584,413 842,534
123 NAP 691,971 20,759 671,212
123.01 NAP 197,570 5,927 191,643
123.02 NAP 177,167 5,315 171,852
123.03 NAP 165,610 4,968 160,642
123.04 NAP 151,624 4,549 147,075
- ---------------------------------------------------------------------------------------------------------
124 6/30/2005 1,370,387 582,281 788,106
125 NAP 863,415 154,497 708,919
126 11/30/2005 1,248,242 619,106 629,136
127 11/30/2005 986,903 198,531 788,372
128 7/31/2005 1,520,456 873,544 646,912
- ---------------------------------------------------------------------------------------------------------
129 10/1/2005 1,054,808 433,305 621,503
130 NAP 884,182 290,159 594,023
131 9/30/2005 955,380 293,176 662,204
132 NAP 730,688 210,710 519,978
133 10/31/2005 772,726 249,220 523,506
- ---------------------------------------------------------------------------------------------------------
134 NAP 722,756 200,649 522,107
135 11/30/2005 729,467 142,379 587,088
136 NAP 660,716 135,604 525,112
137 10/31/2005 703,603 277,430 426,173
138 NAP 773,937 215,487 558,450
- ---------------------------------------------------------------------------------------------------------
139 9/15/2005 1,228,476 686,750 541,727
140 10/31/2005 584,243 111,545 472,698
141 NAP 1,153,246 643,130 510,117
142 6/30/2005 956,615 433,951 522,664
143 9/30/2005 520,021 85,050 434,970
- ---------------------------------------------------------------------------------------------------------
144 8/31/2005 676,491 234,134 442,357
145 6/30/2005 826,330 406,213 420,116
146 10/31/2005 662,590 223,643 438,947
147 7/31/2005 1,639,543 1,083,744 555,799
148 7/31/2005 600,857 161,622 439,235
- ---------------------------------------------------------------------------------------------------------
149 9/30/2005 914,044 481,966 432,077
150 9/30/2005 672,165 211,253 460,912
151 NAP 469,902 135,506 334,396
152 7/31/2005 719,762 311,373 408,389
153 9/30/2005 518,757 145,745 373,011
- ---------------------------------------------------------------------------------------------------------
154 8/31/2005 657,505 242,721 414,784
154.01 8/31/2005 388,832 126,394 262,438
154.02 8/31/2005 268,673 116,327 152,346
155 NAP 392,253 11,768 380,486
156 NAP 738,878 162,550 576,328
157 6/30/2005 746,520 233,945 512,575
158 9/30/2005 437,931 81,535 356,396
- ---------------------------------------------------------------------------------------------------------
159 8/31/2005 425,230 91,684 333,546
160 NAP 377,176 11,315 365,860
161 NAP 606,250 236,635 369,615
162 11/30/2005 449,193 164,639 284,554
163 NAP 623,837 250,100 373,737
- ---------------------------------------------------------------------------------------------------------
164 NAP 512,334 86,913 425,421
165 7/31/2005 572,761 179,788 392,973
166 7/31/2005 521,674 214,905 306,769
167 11/30/2005 512,362 184,750 327,612
168 NAP 587,679 238,927 348,752
- ---------------------------------------------------------------------------------------------------------
169 10/31/2005 560,606 236,639 323,967
170 NAP 489,567 109,406 380,161
171 10/31/2005 797,752 266,042 531,711
172 NAP 318,564 55,019 263,545
173 11/30/2005 485,960 154,600 331,360
- ---------------------------------------------------------------------------------------------------------
174 10/31/2005 529,410 143,193 386,217
175 11/30/2005 554,810 289,874 264,935
176 11/30/2005 389,214 143,869 245,345
177 3/31/2005 434,942 164,241 270,701
178 11/30/2005 309,917 76,602 233,315
- ---------------------------------------------------------------------------------------------------------
179 9/22/2005 293,243 70,852 222,391
180 9/30/2005 633,172 375,248 257,923
181 6/30/2005 390,463 74,598 315,865
182 9/30/2005 449,192 183,576 265,616
183 6/30/2005 340,525 135,409 205,116
- ---------------------------------------------------------------------------------------------------------
184 3/31/2005 454,741 221,372 233,369
185 8/31/2005 372,383 141,761 230,622
186 10/31/2005 403,176 138,319 264,857
187 NAP 269,857 44,736 225,121
188 6/30/2005 250,739 85,106 165,633
UNDERWRITTEN
CONTROL REPLACEMENT / UNDERWRITTEN UNDERWRITTEN NET UNDERWRITTEN NCF
NUMBER FF&E RESERVE ($) TI / LC CASH FLOW ($) DSCR (X)
- --------------------------------------------------------------------------------------------------------------
1 81,128 429,157 18,392,280 1.56
2 3,369,209 0 22,675,249 1.56
2.01 492,850 0 4,066,291
2.02 460,435 0 3,832,276
2.03 449,392 0 3,557,287
2.04 446,671 0 2,787,248
2.05 476,861 0 2,886,647
2.06 407,195 0 2,563,795
2.07 316,483 0 1,173,312
2.08 210,752 0 1,154,584
2.09 108,570 0 653,809
3 1,857,801 0 20,058,638 1.37
3.01 238,979 0 4,499,946
3.02 259,240 0 3,367,055
3.03 353,206 0 3,082,045
3.04 243,450 0 2,413,013
3.05 235,836 0 1,996,863
3.06 179,459 0 1,824,281
3.07 163,333 0 1,678,946
3.08 184,298 0 1,196,489
4 1,379,250 0 25,617,061 1.42
4.01 303,000 0 5,864,488
4.02 274,500 0 5,187,084
4.03 162,500 0 3,250,550
4.04 200,750 0 3,139,673
4.05 131,000 0 2,486,933
4.06 89,000 0 1,557,005
4.07 82,500 0 1,553,225
4.08 61,250 0 1,447,554
4.09 74,750 0 1,130,549
5 188,573 997,483 12,027,005 1.33
- --------------------------------------------------------------------------------------------------------------
6 57,261 389,906 17,225,378 2.08
7 22,452 240,363 12,735,188 1.72
8 140,585 702,927 8,822,563 1.53
8.01 18,696 93,482 1,832,193
8.02 21,030 105,151 1,589,811
8.03 21,782 108,910 1,358,115
8.04 29,161 145,806 1,312,984
8.05 17,093 85,466 866,388
8.06 11,270 56,350 728,666
8.07 11,691 58,454 671,005
8.08 9,861 49,308 463,401
9 304,095 734,885 8,243,276 1.52
10 104,980 272,998 7,078,566 1.20
10.01 8,462 28,208 827,586
10.02 7,977 26,590 668,208
10.03 7,643 25,476 668,658
10.04 7,580 25,268 672,957
10.05 10,822 22,006 562,929
10.06 9,680 27,040 655,605
10.07 5,629 16,624 433,479
10.08 9,429 15,212 406,861
10.09 5,174 16,936 407,306
10.10 4,905 16,350 379,971
10.11 8,251 21,726 509,403
10.12 7,085 12,706 355,799
10.13 7,082 11,000 292,084
10.14 5,261 7,856 237,720
- --------------------------------------------------------------------------------------------------------------
11 139,895 186,094 8,899,840 1.43
11.01 58,502 77,822 5,204,744
11.02 58,287 77,536 2,573,318
11.03 23,106 30,736 1,121,778
12 49,074 0 6,596,194 1.20
13 72,649 341,212 5,934,657 1.33
14 82,125 244,563 8,324,680 1.46
15 52,217 484,703 5,642,051 1.21
- --------------------------------------------------------------------------------------------------------------
16 62,072 353,837 5,155,548 1.33
17 95,425 207,188 5,728,970 1.26
17.01 2,256 4,433 126,448
17.02 3,119 6,456 171,013
17.03 1,346 3,225 109,815
17.04 2,394 5,103 142,871
17.05 4,488 7,760 186,956
17.06 2,934 6,379 185,970
17.07 2,565 5,789 181,502
17.08 3,076 6,649 219,778
17.09 1,427 3,128 84,141
17.10 2,449 4,187 152,938
17.11 1,206 2,767 89,212
17.12 1,704 3,817 116,621
17.13 3,780 8,371 251,077
17.14 1,499 3,022 74,838
17.15 1,512 3,178 86,770
17.16 1,740 4,034 132,304
17.17 809 1,532 40,143
17.18 1,388 2,598 52,068
17.19 799 1,853 61,141
17.20 2,376 5,459 175,553
17.21 2,430 5,733 186,923
17.22 1,966 4,452 133,113
17.23 7,332 18,200 445,490
17.24 3,039 6,067 190,082
17.25 3,877 8,329 235,652
17.26 2,763 5,760 141,377
17.27 3,312 5,180 107,753
17.28 2,250 4,466 132,702
17.29 1,533 3,115 96,877
17.30 2,799 6,175 183,358
17.31 3,428 6,633 195,214
17.32 1,299 2,899 86,371
17.33 2,128 4,573 125,194
17.34 7,439 21,416 411,039
17.35 1,332 2,621 61,296
17.36 3,792 8,413 260,282
17.37 1,841 3,416 95,090
18 242,784 237,587 5,517,658 1.37
18.01 85,755 2,802 1,657,736
18.02 25,361 59,525 1,129,687
18.03 30,000 37,017 519,813
18.04 21,604 26,605 370,132
18.05 10,329 25,117 318,813
18.06 10,630 11,763 258,239
18.07 11,067 16,012 229,303
18.08 10,144 12,543 297,586
18.09 13,210 19,892 279,214
18.10 9,900 12,376 275,430
18.11 5,244 9,059 137,240
18.12 5,640 0 -62,977
18.13 3,900 4,876 107,442
19 63,157 319,299 5,627,767 1.48
20 3,891,772 0 24,451,849 1.49
20.01 867,078 0 7,291,867
20.02 497,102 0 3,315,961
20.03 518,706 0 3,009,150
20.04 430,690 0 3,224,689
20.05 452,945 0 2,696,358
20.06 288,146 0 1,576,194
20.07 434,186 0 1,555,257
20.08 402,919 0 1,782,371
- --------------------------------------------------------------------------------------------------------------
21 78,096 214,764 4,524,710 1.26
22 26,504 205,693 4,040,764 1.25
23 1,033,748 0 4,662,272 1.36
24 8,235 44,929 868,245 1.21
25 19,926 25,170 438,136 1.21
26 21,842 22,509 377,210 1.21
27 16,328 26,028 354,371 1.21
28 4,326 20,841 316,605 1.21
29 2,815 19,201 324,864 1.21
30 3,202 18,800 287,213 1.21
31 2,700 15,652 262,823 1.21
32 8,198 15,215 183,206 1.21
- --------------------------------------------------------------------------------------------------------------
33 49,270 156,029 3,456,992 1.26
34 17,245 74,226 3,248,282 1.21
35 50,541 195,268 3,071,452 1.48
36 27,215 229,129 4,310,180 1.75
37 109,432 0 2,951,097 1.20
37.01 63,960 0 1,766,838
37.02 45,472 0 1,184,259
- --------------------------------------------------------------------------------------------------------------
38 16,945 33,890 2,794,071 1.19
39 35,284 320,748 2,788,158 1.42
40 47,571 237,856 2,708,763 1.34
41 16,606 49,441 2,246,609 1.26
42 126,000 0 2,350,945 1.60
- --------------------------------------------------------------------------------------------------------------
43 24,881 40,194 2,216,504 1.23
44 15,594 168,000 2,087,463 1.20
45 873,989 0 3,705,479 1.77
45.01 455,912 0 2,135,665
45.02 418,077 0 1,569,814
46 2,927,329 0 13,895,029 1.72
46.01 273,812 0 2,381,961
46.02 584,746 0 1,099,970
46.03 288,285 0 1,979,764
46.04 375,450 0 1,614,056
46.05 159,331 0 1,293,917
46.06 409,742 0 1,271,395
46.07 200,033 0 1,040,679
46.08 188,403 0 792,930
46.09 124,970 0 784,222
46.10 189,432 0 666,160
46.11 133,125 0 969,975
47 36,641 195,857 2,086,609 1.33
47.01 19,835 107,634 1,067,127
47.02 16,806 88,223 1,019,482
- --------------------------------------------------------------------------------------------------------------
48 27,931 69,828 2,027,422 1.34
49 503 0 976,182 1.21
50 42,750 0 675,419 1.21
51 34,533 160,795 2,293,396 1.73
52 0 0 1,670,328 1.52
- --------------------------------------------------------------------------------------------------------------
53 45,769 173,577 1,819,144 1.48
54 34,829 59,316 1,760,760 1.32
55 22,166 68,458 1,557,450 1.23
56 11,810 63,237 1,575,902 1.24
57 9,547 0 1,954,629 1.44
- --------------------------------------------------------------------------------------------------------------
58 20,345 100,587 1,533,641 1.23
59 31,430 145,424 1,664,215 1.65
60 24,692 105,333 1,461,840 1.22
61 15,345 67,461 1,485,038 1.28
62 25,923 77,850 1,457,135 1.29
- --------------------------------------------------------------------------------------------------------------
63 22,691 26,357 1,568,617 1.13
64 11,377 0 1,727,471 1.42
65 14,030 0 1,662,928 1.38
66 188,579 0 1,868,882 1.67
67 25,371 126,855 1,559,544 1.31
- --------------------------------------------------------------------------------------------------------------
68 30,143 44,578 1,340,695 1.31
69 20,143 110,888 1,720,137 1.66
70 23,112 80,146 1,328,121 1.28
71 12,838 71,142 1,173,691 1.20
72 60,000 0 1,282,583 1.57
- --------------------------------------------------------------------------------------------------------------
73 0 0 916,723 1.20
74 21,925 143,456 1,465,020 1.49
75 203,032 0 1,643,912 1.61
76 61,242 218,994 1,205,774 1.26
77 6,163 37,266 1,375,756 1.64
- --------------------------------------------------------------------------------------------------------------
78 14,505 22,601 1,007,757 1.23
79 22,470 90,438 1,068,031 1.19
80 8,164 0 1,068,941 1.33
81 9,842 43,902 1,026,479 1.32
82 4,308 21,598 563,229 1.20
83 1,934 11,334 263,837 1.20
- --------------------------------------------------------------------------------------------------------------
84 146,911 0 1,287,489 1.52
85 55,890 0 1,053,267 1.50
86 21,191 0 1,246,596 1.51
86.01 3,465 0 318,657
86.02 5,338 0 322,070
86.03 5,275 0 275,474
86.04 3,683 0 174,591
86.05 3,429 0 155,804
87 7,364 0 1,432,372 1.72
88 7,933 0 1,238,177 1.50
- --------------------------------------------------------------------------------------------------------------
89 19,037 111,269 920,355 1.27
90 5,305 38,282 585,582 1.21
91 0 63,270 905,708 1.19
92 16,150 52,605 797,899 1.19
93 7,329 21,554 837,173 1.20
- --------------------------------------------------------------------------------------------------------------
94 15,116 89,533 965,733 1.61
95 19,071 112,019 863,612 1.43
96 19,302 112,416 831,913 1.37
97 14,861 37,152 990,470 1.30
97.01 7,446 18,614 595,613
97.02 7,415 18,538 394,857
98 8,915 27,770 761,751 1.25
- --------------------------------------------------------------------------------------------------------------
99 14,999 50,780 814,485 1.22
100 37,204 75,054 1,684,232 2.16
100.01 18,738 45,652 1,135,748
100.02 18,466 29,402 548,484
101 5,581 20,167 668,226 1.26
102 14,604 52,023 876,713 1.40
103 6,979 42,581 759,291 1.20
- --------------------------------------------------------------------------------------------------------------
104 9,281 46,414 908,195 1.80
105 13,225 92,591 727,843 1.21
106 12,713 134,352 888,935 1.64
107 6,450 17,643 709,605 1.22
108 3,733 34,300 883,005 1.33
- --------------------------------------------------------------------------------------------------------------
109 38,224 104,334 762,940 1.71
109.01 13,401 54,077 586,503
109.02 24,823 50,256 176,436
110 52,884 0 677,437 1.22
111 15,725 74,890 658,846 1.20
112 3,268 32,882 528,677 1.21
113 102,144 0 836,971 1.71
- --------------------------------------------------------------------------------------------------------------
114 65,000 0 665,452 1.24
115 128,431 0 815,977 1.41
116 60,000 0 638,432 1.21
117 118,241 0 997,219 1.90
118 3,087 6,174 690,080 1.35
118.01 806 1,612 191,749
118.02 810 1,620 191,672
118.03 805 1,610 169,624
118.04 666 1,332 137,035
- --------------------------------------------------------------------------------------------------------------
119 17,407 72,214 697,913 1.80
120 2,053 11,686 588,955 1.21
121 5,145 0 948,539 1.77
122 12,561 62,806 767,167 1.54
123 2,985 5,974 662,255 1.33
123.01 805 1,610 189,228
123.02 805 1,609 169,438
123.03 691 1,384 158,567
123.04 684 1,369 145,022
- --------------------------------------------------------------------------------------------------------------
124 17,309 79,029 691,768 1.41
125 7,018 39,785 662,116 1.41
126 63,360 0 565,776 1.25
127 6,825 33,042 748,504 2.10
128 15,421 115,309 601,182 1.39
- --------------------------------------------------------------------------------------------------------------
129 13,324 69,149 539,030 1.28
130 8,270 41,350 544,403 1.29
131 21,750 0 640,454 1.53
132 3,780 0 516,198 1.28
133 9,633 15,979 497,894 1.22
- --------------------------------------------------------------------------------------------------------------
134 2,499 22,398 497,209 1.25
135 18,601 44,132 524,355 1.37
136 5,955 11,910 507,247 1.31
137 8,171 35,173 382,829 1.22
138 9,377 41,644 507,429 1.40
- --------------------------------------------------------------------------------------------------------------
139 64,668 0 477,059 1.38
140 4,294 26,299 442,106 1.24
141 6,864 35,392 467,861 1.30
142 44,080 0 478,584 1.39
143 3,741 18,885 412,345 1.21
- --------------------------------------------------------------------------------------------------------------
144 11,475 41,340 389,542 1.19
145 32,078 0 388,038 1.31
146 10,417 33,763 394,767 1.29
147 65,582 0 490,217 1.50
148 7,199 31,131 400,905 1.34
- --------------------------------------------------------------------------------------------------------------
149 23,500 0 408,577 1.47
150 9,268 43,308 408,336 1.36
151 1,492 11,740 321,164 1.20
152 12,627 28,254 367,509 1.29
153 2,834 21,035 349,143 1.24
- --------------------------------------------------------------------------------------------------------------
154 10,267 0 404,517 1.36
154.01 6,075 0 256,363
154.02 4,192 0 148,154
155 1,456 0 379,030 1.67
156 3,990 23,259 549,079 1.95
157 2,279 15,265 495,031 1.90
158 1,609 14,334 340,454 1.26
- --------------------------------------------------------------------------------------------------------------
159 2,717 11,482 319,347 1.21
160 1,455 0 364,405 1.68
161 4,900 0 364,715 1.40
162 2,919 14,656 266,979 1.20
163 10,760 0 362,977 1.43
- --------------------------------------------------------------------------------------------------------------
164 1,680 23,633 400,109 1.74
165 4,100 1 388,872 1.57
166 5,460 29,672 271,637 1.20
167 7,897 0 319,715 1.33
168 7,580 0 341,172 1.54
- --------------------------------------------------------------------------------------------------------------
169 6,628 0 317,339 1.46
170 4,860 13,271 362,030 1.80
171 7,474 44,594 479,643 2.52
172 1,289 6,689 255,567 1.25
173 10,686 9,489 311,185 1.57
- --------------------------------------------------------------------------------------------------------------
174 7,979 33,959 344,279 1.79
175 31,372 0 233,563 1.21
176 16,684 19,596 209,066 1.36
177 4,941 0 265,760 1.43
178 1,427 15,283 216,606 1.23
- --------------------------------------------------------------------------------------------------------------
179 2,765 0 219,626 1.23
180 15,264 0 242,659 1.53
181 4,733 13,472 297,660 1.87
182 12,203 20,195 233,218 1.44
183 6,450 0 198,666 1.37
- --------------------------------------------------------------------------------------------------------------
184 7,515 0 225,854 1.52
185 4,031 0 226,591 1.63
186 6,757 31,464 226,636 1.66
187 1,680 17,281 206,160 2.20
188 4,055 5,586 155,992 1.67
CONTROL CUT-OFF DATE BALLOON
NUMBER APPRAISAL VALUE ($) APPRAISAL DATE LTV (%) LTV (%) OCCUPANCY (%)
- -----------------------------------------------------------------------------------------------------------------------
1 290,000,000 1/18/2006 74.3% 74.3% 95.4%
2 284,900,000 75.1% 63.6% 70.4%
2.01 45,500,000 8/5/2005 77.9%
2.02 44,700,000 8/10/2005 75.1%
2.03 42,700,000 8/3/2005 75.3%
2.04 41,900,000 8/8/2005 71.4%
2.05 34,100,000 8/4/2005 65.5%
2.06 34,400,000 8/8/2005 68.8%
2.07 16,700,000 8/29/2005 62.5%
2.08 15,000,000 8/4/2005 69.8%
2.09 9,900,000 8/8/2005 65.4%
3 238,600,000 78.6% 74.4% 72.7%
3.01 54,400,000 12/1/2005 77.3%
3.02 39,200,000 11/21/2005 79.8%
3.03 37,100,000 12/1/2005 67.6%
3.04 29,500,000 11/23/2005 73.2%
3.05 24,100,000 11/2/2005 68.0%
3.06 21,700,000 11/3/2005 73.3%
3.07 19,700,000 11/29/2005 80.9%
3.08 12,900,000 11/4/2005 64.9%
4 447,680,000 75.9% 75.9% 94.0%
4.01 96,700,000 5/26/2005 93.7%
4.02 101,600,000 5/27/2005 93.2%
4.03 53,730,000 5/26/2005 94.8%
4.04 54,200,000 3/1/2005 95.5%
4.05 41,570,000 5/26/2005 92.4%
4.06 27,590,000 5/26/2005 96.4%
4.07 25,400,000 5/27/2005 93.0%
4.08 23,600,000 5/12/2005 98.0%
4.09 23,290,000 5/26/2005 90.3%
5 180,000,000 12/1/2005 72.2% 67.2% 95.3%
- -----------------------------------------------------------------------------------------------------------------------
6 285,000,000 9/1/2005 45.4% 42.4% 92.8%
7 180,000,000 10/17/2005 60.8% 56.7% 96.6%
8 132,700,000 77.6% 77.6% 95.7%
8.01 24,600,000 9/21/2005 100.0%
8.02 24,500,000 9/21/2005 100.0%
8.03 22,200,000 9/23/2005 95.1%
8.04 21,600,000 9/23/2005 100.0%
8.05 14,200,000 9/23/2005 76.2%
8.06 9,200,000 9/20/2005 100.0%
8.07 8,500,000 9/20/2005 100.0%
8.08 7,900,000 9/20/2005 90.4%
9 118,800,000 1/1/2006 79.2% 79.2% 88.7%
10 110,300,000 76.2% 73.3% 94.8%
10.01 10,800,000 12/1/2005 35.2%
10.02 10,100,000 12/1/2005 100.0%
10.03 9,800,000 12/1/2005 100.0%
10.04 9,900,000 12/1/2005 100.0%
10.05 9,500,000 12/1/2005 100.0%
10.06 10,500,000 12/1/2005 100.0%
10.07 6,500,000 12/1/2005 100.0%
10.08 8,000,000 12/1/2005 100.0%
10.09 6,300,000 12/1/2005 100.0%
10.10 5,800,000 12/1/2005 100.0%
10.11 9,000,000 12/1/2005 100.0%
10.12 6,100,000 12/1/2005 100.0%
10.13 4,500,000 12/1/2005 100.0%
10.14 3,500,000 12/1/2005 100.0%
- -----------------------------------------------------------------------------------------------------------------------
11 101,500,000 79.8% 77.3% 87.3%
11.01 65,000,000 9/28/2005 100.0%
11.02 29,000,000 9/28/2005 100.0%
11.03 7,500,000 9/28/2005 23.0%
12 100,500,000 10/10/2005 79.6% 74.0% 95.3%
13 100,000,000 9/30/2005 79.7% 79.7% 82.2%
14 99,400,000 10/19/2005 73.5% 67.9% 61.4%
15 95,400,000 9/3/2005 72.6% 69.2% 94.2%
- -----------------------------------------------------------------------------------------------------------------------
16 86,700,000 9/30/2005 79.9% 79.9% 87.1%
17 85,925,000 80.0% 80.0% 88.6%
17.01 7,600,000 2/15/2006 90.0%
17.02 6,450,000 2/15/2006 100.0%
17.03 3,740,000 2/15/2006 100.0%
17.04 4,070,000 2/15/2006 100.0%
17.05 3,325,000 2/15/2006 51.4%
17.06 3,350,000 2/15/2006 100.0%
17.07 2,610,000 2/15/2006 100.0%
17.08 2,620,000 2/15/2006 87.3%
17.09 2,650,000 2/15/2006 100.0%
17.10 2,425,000 2/15/2006 75.2%
17.11 2,460,000 2/15/2006 100.0%
17.12 2,450,000 2/15/2006 100.0%
17.13 2,440,000 2/15/2006 100.0%
17.14 2,010,000 2/15/2006 100.0%
17.15 2,410,000 2/15/2006 100.0%
17.16 1,980,000 2/15/2006 100.0%
17.17 1,710,000 2/15/2006 75.0%
17.18 2,300,000 2/15/2006 93.5%
17.19 2,090,000 2/15/2006 100.0%
17.20 2,080,000 2/15/2006 100.0%
17.21 1,510,000 2/15/2006 100.0%
17.22 2,000,000 2/15/2006 100.0%
17.23 1,690,000 2/15/2006 84.2%
17.24 1,100,000 2/15/2006 53.7%
17.25 3,100,000 2/15/2006 100.0%
17.26 1,210,000 2/15/2006 100.0%
17.27 1,220,000 2/15/2006 77.0%
17.28 1,260,000 2/15/2006 76.8%
17.29 1,170,000 2/15/2006 74.9%
17.30 1,740,000 2/15/2006 100.0%
17.31 3,330,000 2/15/2006 66.7%
17.32 1,475,000 2/15/2006 100.0%
17.33 1,200,000 2/15/2006 100.0%
17.34 740,000 2/15/2006 81.0%
17.35 890,000 2/15/2006 100.0%
17.36 810,000 2/15/2006 94.6%
17.37 710,000 2/15/2006 91.0%
18 75,900,000 75.2% 70.2% 93.6%
18.01 18,600,000 10/1/2005 92.7%
18.02 14,600,000 10/14/2005 100.0%
18.03 9,400,000 10/11/2005 100.0%
18.04 6,800,000 10/11/2005 100.0%
18.05 4,900,000 10/11/2005 93.2%
18.06 3,700,000 10/21/2005 72.9%
18.07 3,300,000 10/11/2005 100.0%
18.08 3,200,000 10/25/2005 100.0%
18.09 3,150,000 10/18/2005 100.0%
18.10 3,000,000 10/21/2005 100.0%
18.11 2,450,000 10/14/2005 100.0%
18.12 1,600,000 10/21/2005 0.0%
18.13 1,200,000 10/21/2005 100.0%
19 77,500,000 10/1/2005 72.3% 64.6% 83.4%
20 352,900,000 68.3% 57.6% 67.0%
20.01 93,800,000 8/5/2005 79.1%
20.02 60,000,000 8/8/2005 60.8%
20.03 45,400,000 8/2/2005 63.3%
20.04 39,300,000 8/4/2005 68.7%
20.05 33,500,000 8/10/2005 75.6%
20.06 22,900,000 8/10/2005 58.1%
20.07 37,000,000 8/2/2005 63.6%
20.08 21,000,000 8/10/2005 67.3%
- -----------------------------------------------------------------------------------------------------------------------
21 66,600,000 9/21/2005 76.4% 73.5% 100.0%
22 59,700,000 2/1/2006 79.6% 71.2% 95.3%
23 68,000,000 1/1/2006 68.4% 66.9% 66.1%
24 13,070,000 12/22/2005 79.9% 71.6% 96.6%
25 6,470,000 12/28/2005 79.9% 71.6% 100.0%
26 5,860,000 12/8/2005 79.9% 71.6% 100.0%
27 5,340,000 12/28/2005 79.9% 71.6% 100.0%
28 4,690,000 12/15/2005 79.9% 71.6% 100.0%
29 4,620,000 12/27/2005 79.9% 71.6% 100.0%
30 4,470,000 12/19/2005 79.9% 71.6% 84.4%
31 3,880,000 12/15/2005 79.9% 71.6% 88.9%
32 2,920,000 12/9/2005 79.9% 71.6% 81.0%
- -----------------------------------------------------------------------------------------------------------------------
33 51,000,000 11/17/2005 78.4% 68.8% 95.3%
34 51,200,000 11/1/2005 76.0% 66.7% 96.4%
35 50,400,000 11/15/2005 70.4% 70.4% 88.2%
36 54,000,000 1/2/2006 64.8% 60.4% 90.7%
37 46,000,000 73.9% 66.8% 97.2%
37.01 27,000,000 9/26/2005 97.4%
37.02 19,000,000 9/26/2005 96.9%
- -----------------------------------------------------------------------------------------------------------------------
38 42,500,000 8/10/2005 80.0% 76.9% 87.3%
39 37,600,000 8/26/2005 79.8% 69.2% 91.5%
40 35,400,000 12/14/2005 81.9% 73.6% 89.7%
41 38,800,000 1/1/2006 67.0% 58.9% 85.8%
42 40,560,000 11/1/2005 67.6% 67.6% 98.4%
- -----------------------------------------------------------------------------------------------------------------------
43 34,500,000 12/1/2005 75.4% 67.6% 99.7%
44 42,000,000 11/17/2005 60.2% 51.6% 86.4%
45 57,500,000 43.4% 34.6% 87.9%
45.01 26,500,000 11/16/2005 89.5%
45.02 31,000,000 11/16/2005 86.4%
46 162,600,000 65.5% 50.6% 64.9%
46.01 29,600,000 7/12/2005 50.8%
46.02 22,900,000 7/11/2005 60.8%
46.03 12,400,000 7/1/2005 73.1%
46.04 14,400,000 7/11/2005 56.0%
46.05 14,300,000 7/12/2005 81.1%
46.06 18,500,000 8/1/2005 65.1%
46.07 14,200,000 7/12/2005 60.1%
46.08 11,400,000 7/20/2005 67.5%
46.09 9,200,000 7/11/2005 61.7%
46.10 7,900,000 7/13/2005 70.4%
46.11 7,800,000 7/13/2005 77.8%
47 31,000,000 70.7% 63.8% 81.0%
47.01 16,000,000 9/22/2005 84.7%
47.02 15,000,000 9/22/2005 76.6%
- -----------------------------------------------------------------------------------------------------------------------
48 26,500,000 11/7/2005 79.2% 74.2% 99.1%
49 15,350,000 7/1/2005 79.5% 69.2% 93.7%
50 10,550,000 7/1/2005 79.5% 69.2% 98.2%
51 37,500,000 12/1/2005 53.3% 46.4% 97.0%
52 29,000,000 11/22/2005 68.3% 68.3% 100.0%
- -----------------------------------------------------------------------------------------------------------------------
53 25,800,000 7/25/2005 67.5% 57.2% 71.9%
54 23,900,000 8/15/2005 81.1% 71.2% 89.5%
55 24,750,000 10/20/2005 75.2% 69.8% 100.0%
56 23,000,000 8/23/2005 78.7% 70.7% 98.8%
57 27,300,000 10/15/2005 65.5% 50.6% 100.0%
- -----------------------------------------------------------------------------------------------------------------------
58 23,350,000 9/26/2005 76.0% 70.9% 100.0%
59 23,000,000 9/16/2005 76.5% 76.5% 94.3%
60 23,000,000 12/27/2005 76.1% 66.7% 95.3%
61 23,000,000 11/17/2005 73.5% 63.0% 84.9%
62 20,800,000 12/8/2005 79.9% 74.2% 93.1%
- -----------------------------------------------------------------------------------------------------------------------
63 21,000,000 11/29/2005 78.2% 51.0% 98.4%
64 25,600,000 10/15/2005 62.5% 48.3% 100.0%
65 23,700,000 10/7/2005 66.7% 51.5% 100.0%
66 21,000,000 9/1/2005 75.0% 66.3% 80.6%
67 17,500,000 11/8/2005 89.3% 78.5% 93.4%
- -----------------------------------------------------------------------------------------------------------------------
68 21,800,000 8/22/2005 70.0% 64.8% 97.0%
69 31,500,000 11/27/2005 47.6% 45.7% 67.4%
70 22,500,000 12/28/2005 65.8% 61.3% 100.0%
71 18,400,000 8/24/2005 78.6% 70.2% 97.2%
72 20,700,000 7/27/2005 69.1% 69.1% 93.8%
- -----------------------------------------------------------------------------------------------------------------------
73 18,000,000 12/28/2005 77.8% 77.8% 100.0%
74 19,900,000 11/18/2005 70.4% 63.3% 93.5%
75 19,300,000 10/1/2005 71.6% 70.0% 74.3%
76 18,850,000 9/25/2005 72.1% 67.3% 79.1%
77 21,060,000 7/30/2005 61.7% 49.4% 86.0%
- -----------------------------------------------------------------------------------------------------------------------
78 16,000,000 9/22/2005 78.1% 69.3% 96.0%
79 16,850,000 9/14/2005 74.2% 65.8% 98.8%
80 15,400,000 6/30/2005 79.2% 72.6% 100.0%
81 15,400,000 11/1/2005 74.7% 66.7% 87.7%
82 11,600,000 12/5/2005 62.2% 62.2% 90.4%
83 6,800,000 12/5/2005 62.2% 62.2% 100.0%
- -----------------------------------------------------------------------------------------------------------------------
84 16,800,000 8/26/2005 66.7% 53.2% 79.9%
85 13,600,000 9/2/2005 81.1% 71.7% 99.6%
86 14,890,000 73.6% 56.6% 89.7%
86.01 4,020,000 11/4/2005 94.0%
86.02 3,640,000 11/4/2005 94.9%
86.03 3,000,000 11/4/2005 90.7%
86.04 2,170,000 11/4/2005 88.7%
86.05 2,060,000 11/4/2005 77.0%
87 20,000,000 10/15/2005 54.7% 42.2% 100.0%
88 18,200,000 10/18/2005 59.5% 46.0% 100.0%
- -----------------------------------------------------------------------------------------------------------------------
89 15,000,000 11/21/2005 71.3% 63.7% 92.6%
90 13,200,000 10/29/2005 53.8% 58.6% 100.0%
91 15,100,000 11/10/2005 68.2% 60.8% 100.0%
92 12,820,000 2/23/2006 76.4% 74.3% 93.0%
93 13,520,000 12/25/2005 75.7% 66.3% 98.5%
- -----------------------------------------------------------------------------------------------------------------------
94 12,900,000 11/11/2005 79.1% 79.1% 98.7%
95 12,600,000 12/1/2005 79.4% 79.4% 88.4%
96 12,550,000 12/1/2005 79.7% 79.7% 88.7%
97 13,600,000 73.3% 56.7% 100.0%
97.01 8,100,000 10/24/2005 100.0%
97.02 5,500,000 10/24/2005 100.0%
98 12,200,000 10/1/2005 77.9% 73.5% 92.6%
- -----------------------------------------------------------------------------------------------------------------------
99 12,200,000 9/22/2005 78.5% 66.1% 100.0%
100 20,000,000 47.8% 43.6% 100.0%
100.01 14,000,000 12/29/2005 100.0%
100.02 6,000,000 12/23/2005 100.0%
101 11,500,000 9/27/2005 69.7% 74.4% 87.2%
102 13,900,000 6/2/2005 66.0% 57.9% 94.3%
103 12,300,000 9/29/2005 73.8% 68.8% 92.6%
- -----------------------------------------------------------------------------------------------------------------------
104 15,800,000 10/28/2005 57.0% 57.0% 98.2%
105 11,300,000 12/5/2005 75.2% 70.2% 91.3%
106 12,700,000 9/26/2005 65.0% 57.7% 94.7%
107 10,900,000 9/2/2005 75.0% 70.0% 100.0%
108 13,810,000 11/2/2005 59.1% 37.8% 100.0%
- -----------------------------------------------------------------------------------------------------------------------
109 11,400,000 69.3% 69.3% 81.6%
109.01 7,300,000 10/11/2005 82.1%
109.02 4,100,000 10/11/2005 80.4%
110 10,100,000 10/13/2005 78.1% 66.1% 96.6%
111 9,750,000 9/14/2005 79.2% 69.9% 100.0%
112 9,500,000 11/1/2005 68.9% 74.1% 82.2%
113 11,600,000 11/30/2005 64.7% 64.7% 67.8%
- -----------------------------------------------------------------------------------------------------------------------
114 9,500,000 11/24/2005 78.9% 69.2% 93.1%
115 10,500,000 9/15/2005 71.0% 55.2% 79.4%
116 9,250,000 11/29/2005 79.5% 69.7% 94.2%
117 10,900,000 11/8/2005 66.4% 56.5% 68.4%
118 9,950,000 72.3% 61.2% 100.0%
118.01 2,800,000 11/19/2005 100.0%
118.02 2,750,000 11/18/2005 100.0%
118.03 2,400,000 11/18/2005 100.0%
118.04 2,000,000 11/22/2005 100.0%
- -----------------------------------------------------------------------------------------------------------------------
119 9,000,000 3/2/2005 79.6% 79.6% 97.8%
120 10,600,000 8/20/2005 66.6% 56.1% 100.0%
121 12,200,000 10/27/2005 57.8% 44.7% 100.0%
122 10,100,000 11/22/2005 69.3% 65.8% 97.9%
123 9,700,000 72.1% 60.9% 100.0%
123.01 2,800,000 1/3/2006 100.0%
123.02 2,500,000 1/3/2006 100.0%
123.03 2,300,000 1/9/2006 100.0%
123.04 2,100,000 1/10/2006 100.0%
- -----------------------------------------------------------------------------------------------------------------------
124 10,500,000 2/7/2006 65.6% 55.5% 91.6%
125 9,300,000 12/21/2005 73.4% 67.2% 94.1%
126 8,217,000 10/28/2005 80.0% 70.2% 95.8%
127 12,800,000 11/17/2005 50.8% 50.8% 100.0%
128 9,000,000 9/29/2005 72.2% 65.6% 95.4%
- -----------------------------------------------------------------------------------------------------------------------
129 7,600,000 10/28/2005 79.7% 67.1% 92.3%
130 7,700,000 3/30/2005 77.9% 66.8% 74.7%
131 8,338,500 11/3/2005 72.0% 64.6% 96.6%
132 7,600,000 10/20/2005 77.4% 71.9% 100.0%
133 7,300,000 10/4/2005 79.8% 67.2% 97.8%
- -----------------------------------------------------------------------------------------------------------------------
134 7,400,000 1/1/2006 77.7% 67.3% 100.0%
135 7,240,000 10/2/2005 78.4% 64.1% 86.0%
136 6,900,000 11/30/2005 79.5% 67.1% 97.7%
137 7,200,000 12/1/2005 62.5% 59.1% 79.4%
138 6,340,000 10/4/2005 82.5% 69.4% 100.0%
- -----------------------------------------------------------------------------------------------------------------------
139 6,700,000 6/22/2005 78.0% 66.2% 88.7%
140 6,500,000 11/1/2005 80.0% 71.6% 96.7%
141 6,550,000 12/15/2005 79.4% 73.9% 100.0%
142 6,450,000 6/29/2005 79.3% 66.3% 91.4%
143 6,250,000 11/2/2005 80.0% 71.6% 100.0%
- -----------------------------------------------------------------------------------------------------------------------
144 6,420,000 11/3/2005 72.9% 61.4% 100.0%
145 5,750,000 6/29/2005 80.0% 69.2% 97.4%
146 5,670,000 10/4/2005 79.9% 74.2% 88.0%
147 6,700,000 10/1/2005 66.0% 64.6% 75.5%
148 5,500,000 11/27/2005 79.5% 69.6% 100.0%
- -----------------------------------------------------------------------------------------------------------------------
149 5,450,000 8/31/2005 79.3% 70.1% 99.0%
150 5,390,000 10/4/2005 80.1% 67.3% 100.0%
151 5,400,000 9/27/2005 74.7% 73.2% 89.6%
152 5,250,000 9/21/2005 79.9% 66.7% 96.5%
153 5,140,000 12/9/2005 80.0% 74.3% 100.0%
- -----------------------------------------------------------------------------------------------------------------------
154 5,570,000 73.6% 66.6% 80.1%
154.01 3,270,000 9/14/2005 83.5%
154.02 2,300,000 9/16/2005 74.8%
155 6,350,000 9/6/2005 62.9% 62.9% 100.0%
156 10,450,000 2/6/2006 38.2% 32.3% 84.2%
157 7,500,000 12/14/2005 52.0% 46.3% 100.0%
158 5,800,000 1/13/2006 67.2% 62.6% 100.0%
- -----------------------------------------------------------------------------------------------------------------------
159 5,000,000 9/2/2005 78.0% 69.7% 88.9%
160 6,175,000 9/21/2005 62.2% 62.2% 100.0%
161 5,700,000 10/20/2005 66.7% 62.0% 100.0%
162 4,410,000 12/8/2005 73.7% 74.6% 89.6%
163 4,875,000 11/17/2005 75.0% 63.1% 83.9%
- -----------------------------------------------------------------------------------------------------------------------
164 5,670,000 11/1/2005 61.4% 51.0% 100.0%
165 6,400,000 10/26/2005 53.1% 47.2% 100.0%
166 4,200,000 9/7/2005 77.8% 68.4% 91.2%
167 4,860,000 11/30/2005 65.8% 56.0% 80.1%
168 4,000,000 11/17/2005 79.8% 67.1% 98.1%
- -----------------------------------------------------------------------------------------------------------------------
169 4,000,000 11/17/2005 78.2% 65.7% 98.7%
170 6,300,000 9/7/2005 48.9% 40.6% 100.0%
171 7,600,000 8/26/2005 39.5% 34.0% 91.9%
172 3,760,000 11/10/2005 79.8% 74.1% 100.0%
173 4,500,000 8/29/2005 66.5% 55.2% 100.0%
- -----------------------------------------------------------------------------------------------------------------------
174 5,170,000 11/5/2005 55.0% 45.9% 100.0%
175 3,805,000 10/28/2005 74.1% 65.0% 96.7%
176 2,860,000 9/19/2005 78.4% 63.6% 78.4%
177 3,280,000 5/3/2005 79.2% 67.1% 73.2%
178 3,125,000 9/27/2005 80.0% 74.7% 100.0%
- -----------------------------------------------------------------------------------------------------------------------
179 4,000,000 11/29/2005 62.5% 58.4% 98.7%
180 3,150,000 9/1/2005 78.7% 69.6% 97.2%
181 5,000,000 9/9/2005 47.8% 39.8% 100.0%
182 5,300,000 12/1/2005 43.4% 40.5% 100.0%
183 2,800,000 8/2/2005 74.6% 62.8% 100.0%
- -----------------------------------------------------------------------------------------------------------------------
184 3,200,000 5/3/2005 65.2% 55.3% 98.7%
185 2,700,000 10/13/2005 74.1% 65.2% 77.6%
186 3,140,000 11/5/2005 63.6% 53.2% 100.0%
187 2,450,000 10/8/2005 56.9% 47.5% 100.0%
188 1,950,000 8/5/2005 71.4% 59.7% 100.0%
CONTROL LARGEST TENANT
NUMBER OCCUPANCY DATE LARGEST TENANT SQ FT
- ---------------------------------------------------------------------------------------------------------------
1 2/15/2006 Dick's Sporting Goods 75,000
2
2.01 12/31/2005 NAP 0
2.02 12/31/2005 NAP 0
2.03 12/31/2005 NAP 0
2.04 12/31/2005 NAP 0
2.05 12/31/2005 NAP 0
2.06 12/31/2005 NAP 0
2.07 12/31/2005 NAP 0
2.08 12/31/2005 NAP 0
2.09 12/31/2005 NAP 0
3
3.01 12/31/2005 NAP 0
3.02 12/31/2005 NAP 0
3.03 12/31/2005 NAP 0
3.04 12/31/2005 NAP 0
3.05 12/31/2005 NAP 0
3.06 12/31/2005 NAP 0
3.07 12/31/2005 NAP 0
3.08 12/31/2005 NAP 0
4
4.01 11/17/2005 NAP 0
4.02 11/17/2005 NAP 0
4.03 11/17/2005 NAP 0
4.04 11/17/2005 NAP 0
4.05 11/17/2005 NAP 0
4.06 11/17/2005 NAP 0
4.07 11/17/2005 NAP 0
4.08 11/17/2005 NAP 0
4.09 11/17/2005 NAP 0
5 12/27/2005 Delaware Management Holdings, Inc. 263,682
- ----------------------------------------------------------------------------------------------------------
6 9/16/2005 Gap 12,679
7 12/1/2005 Hula Grill 13,400
8
8.01 9/9/2005 Booz Allen Hamilton, Inc. 93,482
8.02 9/9/2005 Northrop Grumman Systems 99,524
8.03 9/9/2005 Ameritrade Holding Corp. 42,603
8.04 9/9/2005 Honeywell International 145,806
8.05 9/9/2005 Cadmus Journal Services 65,143
8.06 9/9/2005 Nucletron Corporation 28,693
8.07 9/9/2005 SAIC 40,385
8.08 9/9/2005 Rohde & Schwarz, Inc. 34,336
9 1/1/2006 Noble Energy, Inc. 76,930
10
10.01 2/1/2006 Lillian Vernon Corp. 19,833
10.02 2/1/2006 FCC National Bank/ JP Morgan Chase 24,925
10.03 2/1/2006 Wynn Design & Development 25,086
10.04 2/1/2006 ClientLogic Corp. 50,536
10.05 2/1/2006 Corporate Express, Inc. 24,133
10.06 2/1/2006 Converse Professional Group 20,854
10.07 2/1/2006 United Coin Machine Company 23,818
10.08 2/1/2006 International Gaming Technologies Inc. 42,841
10.09 2/1/2006 William Lyon Homes 16,048
10.10 2/1/2006 ClientLogic Corp. 17,493
10.11 2/1/2006 International Gaming Technologies Inc. 32,411
10.12 2/1/2006 SigmaTron International 47,235
10.13 2/1/2006 Franklin Machine Products 24,344
10.14 2/1/2006 International Gaming Technologies Inc. 35,073
- ----------------------------------------------------------------------------------------------------------
11
11.01 9/28/2005 Berkline 91,591
11.02 9/1/2005 Hekman 43,321
11.03 9/1/2005 Nobles 10,300
12 11/17/2005 Duke University 227,896
13 8/30/2005 Group Health Cooperative 78,332
14 6/22/2005 PriceWaterhouseCoopers LLP 112,685
15 11/1/2005 Schmeltzer, Aptaker & Shepard, PC 33,732
- ----------------------------------------------------------------------------------------------------------
16 8/30/2005 GSA (EPA) 141,770
17
17.01 11/1/2005 Rent-A-Center Texas 4,480
17.02 11/1/2005 Dollar Tree 2758 9,240
17.03 11/1/2005 Wm Moore dba Dollar Store Express 3,770
17.04 11/1/2005 Dollar Tree Store 2460 7,980
17.05 11/1/2005 Dollar Tree Stores 2386 8,039
17.06 11/1/2005 Lion and Lamb Ministries 5,262
17.07 11/1/2005 Maurices (clothing) 4,200
17.08 11/1/2005 Wagbrick, Inc./Hallmark Store 3,600
17.09 11/1/2005 CATO Corp 3,908
17.10 11/1/2005 Jenny's Fashions dba Liliah Beaute 3,000
17.11 11/1/2005 Radio Shack 0-6958-1 2,400
17.12 11/1/2005 MGA 0512 (Movie Gallery) 4,600
17.13 11/1/2005 Fashion Bug 3516 8,000
17.14 11/1/2005 Dollar Tree Stores 2397 8,000
17.15 11/1/2005 Dollar Tree Store 2394 6,329
17.16 11/1/2005 Gabriel Eye Institute, PC 5,100
17.17 11/1/2005 Manpower 1,600
17.18 11/1/2005 US Dept of Agriculture 2,824
17.19 11/1/2005 Flagstar Bank 2,000
17.20 11/1/2005 National Rent to Own 4,500
17.21 11/1/2005 Fashion Bug 3425 8,000
17.22 11/1/2005 Fashion Bug 3423 8,000
17.23 11/1/2005 Dollar Tree Store 8,750
17.24 11/1/2005 CATO Corporation 4,056
17.25 11/1/2005 Dollar Tree Store 2591 9,000
17.26 11/1/2005 Dollar Tree 8,330
17.27 11/1/2005 Dollar Tree Store 2570 10,000
17.28 11/1/2005 CATO Corp 3,840
17.29 11/1/2005 CATO Corporation 4,056
17.30 11/1/2005 Dollar Tree 2058 5,200
17.31 11/1/2005 Physical Therapy 5,165
17.32 11/1/2005 CATO Corp 3,973
17.33 11/1/2005 Dollar Tree Store 1572 5,200
17.34 11/1/2005 Dollar Tree Store 2313 9,500
17.35 11/1/2005 Dollar Tree Store 2750 8,880
17.36 11/1/2005 Fashion Bug 3599 7,000
17.37 11/1/2005 Child's Play Resale, Inc. 2,225
18
18.01 9/15/2005 Inwood Furniture 96,000
18.02 9/15/2005 Owens & Minor Distribution, Inc. 108,807
18.03 9/15/2005 Haber Fabrics Corp. 300,000
18.04 9/15/2005 Universal Battery Corp. 148,840
18.05 9/15/2005 Central Consolidated, Inc. 16,800
18.06 9/15/2005 Steward EFI Texas, LLC 43,030
18.07 9/15/2005 Summit Direct Mail, Inc. 65,139
18.08 9/15/2005 Packaging Corporation of America 101,438
18.09 9/15/2005 Premier Industries, Inc. 132,100
18.10 9/15/2005 Lucchese, Inc. 99,000
18.11 9/15/2005 Gooseberry Patch Co. 52,441
18.12 9/15/2005 NAP 0
18.13 9/15/2005 TOTOKU Electronics 39,000
19 11/1/2005 Encyclopedia Britannica, Inc. 75,326
20
20.01 12/31/2005 NAP 0
20.02 12/31/2005 NAP 0
20.03 12/31/2005 NAP 0
20.04 12/31/2005 NAP 0
20.05 12/31/2005 NAP 0
20.06 12/31/2005 NAP 0
20.07 12/31/2005 NAP 0
20.08 12/31/2005 NAP 0
- ----------------------------------------------------------------------------------------------------------
21 9/2/2005 AMC Mortgage Services 265,755
22 11/1/2005 Safeway Ground Lease 56,400
23 9/30/2005 NAP 0
24 12/1/2005 Staples 24,049
25 12/1/2005 CATO 6,000
26 12/1/2005 Dollar Tree 7,000
27 12/1/2005 CATO 6,500
28 12/1/2005 Advance Auto Parts 8,000
29 12/1/2005 CATO 5,400
30 12/1/2005 CATO 4,720
31 12/1/2005 Movie Gallery 5,000
32 12/1/2005 Peebles 15,000
- ----------------------------------------------------------------------------------------------------------
33 10/31/2005 Winn-Dixie Stores, Inc. 59,919
34 11/30/2005 Ashley Furniture Superstore 50,974
35 10/11/2005 Social & Health Services 61,493
36 12/1/2005 Actuate (sublease to Genentech) 50,429
37
37.01 9/30/2005 NAP 0
37.02 9/30/2005 NAP 0
- ----------------------------------------------------------------------------------------------------------
38 11/30/2005 Rand Corporation 35,388
39 12/14/2005 Youbill, Inc. 12,862
40 12/28/2005 Allstate 29,384
41 12/1/2005 Jo-Anne Fabrics 34,821
42 10/11/2005 NAP 0
- ----------------------------------------------------------------------------------------------------------
43 12/13/2005 Safeway 39,398
44 11/30/2005 Akamai Technologies 31,493
45
45.01 11/30/2005 NAP 0
45.02 11/30/2005 NAP 0
46
46.01 10/31/2005 NAP 0
46.02 10/31/2005 NAP 0
46.03 10/31/2005 NAP 0
46.04 10/31/2005 NAP 0
46.05 10/31/2005 NAP 0
46.06 10/31/2005 NAP 0
46.07 10/31/2005 NAP 0
46.08 10/31/2005 NAP 0
46.09 10/31/2005 NAP 0
46.10 10/31/2005 NAP 0
46.11 10/31/2005 NAP 0
47
47.01 1/31/2006 Dick Pacific Construction Co. 21,086
47.02 1/31/2006 State of Hawaii 29,007
- ----------------------------------------------------------------------------------------------------------
48 11/28/2005 Sirote and Permutt 87,316
49 9/1/2005 NAP 0
50 8/25/2005 NAP 0
51 12/31/2005 Superfresh 35,000
52 12/31/2005 Wegman's 120,000
- ----------------------------------------------------------------------------------------------------------
53 8/2/2005 Concord Buying Group (AJ Wright) 26,625
54 7/18/2005 Dominick's Finer Foods, Inc. 70,922
55 4/27/2005 Balfab Manufacturing 60,043
56 10/1/2005 Pasha Home Fashions 13,364
57 11/30/2005 AMC 95,466
- ----------------------------------------------------------------------------------------------------------
58 7/11/2005 XO Communications 51,049
59 10/31/2005 PTG Industries 18,000
60 12/14/2005 State Farm Mutual Automobile Insurance C 24,370
61 12/15/2005 Fisher Investments 74,215
62 9/16/2005 Siemens Network 31,517
- ----------------------------------------------------------------------------------------------------------
63 12/10/2005 Giant Food Stores / Value City Furniture 48,800
64 11/30/2005 AMC 113,768
65 11/30/2005 Regal Cinemas 140,300
66 11/30/2005 NAP 0
67 11/1/2005 GE Commercial Finance 33,331
- ----------------------------------------------------------------------------------------------------------
68 9/1/2005 Delhaize sublet to Hobby Lobby 53,844
69 11/16/2005 INspiration Furniture 25,052
70 12/28/2005 Biovail Pharmaceuticals, Inc. 115,558
71 10/31/2005 Jo-Ann Fabric 35,240
72 9/30/2005 NAP 0
- ----------------------------------------------------------------------------------------------------------
73 12/1/2005 Pacific Office Properties Trust, LLC 210,286
74 11/1/2005 Clay 600, Inc., dba Bay Business Centers 10,156
75 7/31/2005 NAP 0
76 10/1/2005 Smart Financial Credit Union 40,434
77 12/12/2005 Archiver's 6,510
- ----------------------------------------------------------------------------------------------------------
78 8/2/2005 The Stop & Shop Supermarket Company 52,052
79 9/30/2005 Tetra Technologies 73,027
80 7/1/2005 Shaw's Supermarket, Inc. 54,425
81 11/1/2005 Theatre District Business Center, LLC 12,634
82 11/1/2005 CVS Pharmacy 10,523
83 11/21/2005 Burger King 3,269
- ----------------------------------------------------------------------------------------------------------
84 10/31/2005 NAP 0
85 9/7/2005 NAP 0
86
86.01 10/31/2005 NAP 0
86.02 10/31/2005 NAP 0
86.03 10/31/2005 NAP 0
86.04 10/31/2005 NAP 0
86.05 10/31/2005 NAP 0
87 11/30/2005 Muvico 73,637
88 11/30/2005 Rave 79,330
- ----------------------------------------------------------------------------------------------------------
89 9/30/2005 Northrop Grumman 15,264
90 12/31/2005 Kragen Auto Parts 8,000
91 11/23/2005 Alameda Newspaper Group 60,559
92 9/30/2005 Safeway 46,459
93 10/6/2005 King Soopers 63,016
- ----------------------------------------------------------------------------------------------------------
94 10/31/2005 Gilmartin, Fitzsimmons & Ross, PC 12,640
95 9/30/2005 Acterna LLC 16,468
96 9/30/2005 The Denmark Group, Inc. 6,118
97
97.01 12/27/2005 DriveTime Sales and Finance Corporation 37,228
97.02 12/27/2005 DT Credit Corporation 37,073
98 12/15/2005 Ross 30,185
- ----------------------------------------------------------------------------------------------------------
99 11/30/2005 First Montauk Security Corp. 27,255
100
100.01 12/20/2005 Verizon New England 85,812
100.02 12/20/2005 Verizon New England 53,732
101 11/30/2005 Office Max 19,987
102 12/31/2005 Toys R Us 45,000
103 11/30/2005 Cooks Mart 6,412
- ----------------------------------------------------------------------------------------------------------
104 9/30/2005 Time4Media 10,607
105 11/15/2005 The Johns Hopkins University 21,713
106 11/30/2005 Orthopedic Surgery Associates 15,717
107 12/1/2005 LA Fitness International, LLC 43,000
108 12/31/2005 Hollywood Video 6,320
- ----------------------------------------------------------------------------------------------------------
109
109.01 11/1/2005 City of Knoxville 8,693
109.02 11/1/2005 ASEN Marketing Group 9,209
110 9/30/2005 NAP 0
111 11/1/2005 LGI Holdings, LLC 21,251
112 1/13/2006 Coldwell Banker & Title 4,521
113 12/31/2005 NAP 0
- ----------------------------------------------------------------------------------------------------------
114 12/7/2005 NAP 0
115 10/31/2005 NAP 0
116 12/12/2005 NAP 0
117 9/30/2005 NAP 0
118
118.01 12/12/2005 NTB-Pearland 8,064
118.02 12/14/2005 NTB - Flower Mound 8,100
118.03 12/14/2005 NTB-Fort Worth 8,047
118.04 12/14/2005 Tire Kingdom 6,656
- ----------------------------------------------------------------------------------------------------------
119 10/31/2005 Fallbrook Mortgage 12,728
120 7/31/2005 JMB 516, Inc dba Shorehouse Cafe 3,118
121 11/30/2005 Raleigh Grande Theater 51,450
122 12/1/2005 John Hancock 17,296
123
123.01 1/17/2006 NTW, Inc. 8,047
123.02 1/17/2006 NTW, Inc. 8,047
123.03 1/17/2006 Merchant's, Inc. 6,912
123.04 1/17/2006 Tire Kingdom, Inc. 6,842
- ----------------------------------------------------------------------------------------------------------
124 12/28/2005 Atmos Energy of Louisiana 24,285
125 11/22/2005 One 11 12,890
126 12/7/2005 NAP 0
127 12/31/2005 Ross Stores 25,500
128 9/21/2005 City of LA-LAPD Dept of Internal Affairs 40,591
- ----------------------------------------------------------------------------------------------------------
129 10/31/2005 Drug Enforcement Agency (DEA) 31,930
130 12/20/2005 SunTrust 18,655
131 12/17/2005 NAP 0
132 10/28/2005 Valet Parking Services, Inc. 37,800
133 11/4/2005 Kroger 50,922
- ----------------------------------------------------------------------------------------------------------
134 12/31/2005 Pac-Cap Mgmt 9,797
135 11/30/2005 Orange County Sheriff 34,304
136 7/12/2005 Shoe Show Store 8,000
137 1/18/2006 Spirit Financial 13,298
138 12/1/2005 Mentoring of America 24,337
- ----------------------------------------------------------------------------------------------------------
139 11/18/2005 NAP 0
140 12/16/2005 Hibbett Sports 6,000
141 12/31/2005 KCDC 11,022
142 10/31/2005 NAP 0
143 12/31/2005 Byessence 4,500
- ----------------------------------------------------------------------------------------------------------
144 11/30/2005 Qualtech International 29,673
145 10/31/2005 NAP 0
146 11/7/2005 HEB 29,316
147 7/31/2005 NAP 0
148 11/30/2005 Russell Simpson Medical Clinic 5,355
- ----------------------------------------------------------------------------------------------------------
149 10/31/2005 NAP 0
150 10/20/2005 Certiport 24,319
151 11/30/2005 Hottie Body 2,800
152 9/30/2005 Entrix, Inc. 10,499
153 12/31/2005 Childrens Rehab Clinic 5,700
- ----------------------------------------------------------------------------------------------------------
154
154.01 10/31/2005 NAP 0
154.02 10/31/2005 NAP 0
155 12/31/2005 Walgreens 14,560
156 10/10/2005 Scandals, Inc. 8,400
157 12/12/2005 Panera Bread Co. 5,000
158 12/31/2005 Mancini's Sleepworld 6,926
- ----------------------------------------------------------------------------------------------------------
159 9/13/2005 Lifeway Christian Resources 12,000
160 11/30/2005 Walgreens 14,550
161 10/31/2005 Valet Parking Services Inc. 49,000
162 12/31/2005 Blockbuster 6,300
163 12/15/2005 NAP 0
- ----------------------------------------------------------------------------------------------------------
164 12/1/2005 Payless Shoes 3,000
165 12/1/2005 CLC, Inc. 20,500
166 10/31/2005 Children's Workshop 8,704
167 10/31/2005 NAP 0
168 12/15/2005 NAP 0
- ----------------------------------------------------------------------------------------------------------
169 12/15/2005 NAP 0
170 11/30/2005 Conn's Appliances 30,000
171 10/31/2005 Nottingham & Ball 6,392
172 12/31/2005 Anytime Fitness 4,000
173 12/31/2005 Stop & Shop 24,331
- ----------------------------------------------------------------------------------------------------------
174 12/31/2005 Hancock Fabrics 23,500
175 12/7/2005 NAP 0
176 11/30/2005 National Map Marketing, Inc. 6,730
177 12/31/2005 NAP 0
178 11/30/2005 Savannah Cardiology 4,265
- ----------------------------------------------------------------------------------------------------------
179 9/30/2005 NAP 0
180 10/7/2005 NAP 0
181 8/31/2005 Palomar Products 33,806
182 10/31/2005 Proto Services 18,480
183 8/1/2005 NAP 0
- ----------------------------------------------------------------------------------------------------------
184 11/29/2005 NAP 0
185 11/1/2005 NAP 0
186 12/31/2005 J.C. Penney 22,204
187 11/30/2005 Town & Country Home Furnishings 7,000
188 7/1/2005 Keebler Company 40,550
SECOND
CONTROL LARGEST TENANT SECOND LARGEST TENANT
NUMBER LEASE EXPIRATION LARGEST TENANT SQ FT
- ----------------------------------------------------------------------------------------------------------
1 1/31/2021 AMC Theater 59,600
2
2.01 NAP 0
2.02 NAP 0
2.03 NAP 0
2.04 NAP 0
2.05 NAP 0
2.06 NAP 0
2.07 NAP 0
2.08 NAP 0
2.09 NAP 0
3
3.01 NAP 0
3.02 NAP 0
3.03 NAP 0
3.04 NAP 0
3.05 NAP 0
3.06 NAP 0
3.07 NAP 0
3.08 NAP 0
4
4.01 NAP 0
4.02 NAP 0
4.03 NAP 0
4.04 NAP 0
4.05 NAP 0
4.06 NAP 0
4.07 NAP 0
4.08 NAP 0
4.09 NAP 0
5 9/30/2012 NF Clearing, Inc. 118,908
- ----------------------------------------------------------------------------------------------------------
6 9/16/2017 Express 9,940
7 3/31/2009 Leilani's on the Beach 9,647
8
8.01 9/30/2009 NAP 0
8.02 12/31/2009 USA ACOE 5,627
8.03 3/31/2010 Magellan Behavioral Health 34,421
8.04 1/31/2011 NAP 0
8.05 10/6/2017 NAP 0
8.06 8/31/2010 First American Credit 27,657
8.07 8/31/2008 Baltimore Gas & Electric 15,645
8.08 5/31/2010 Konover Construction Corp. 10,226
9 3/31/2012 Keybank National Association 60,319
10
10.01 3/31/2010 NAP 0
10.02 4/30/2009 EB Catalog Company 12,172
10.03 6/30/2007 IKON Office Solutions 17,819
10.04 11/30/2007 NAP 0
10.05 5/31/2009 D A/V Inc. 18,305
10.06 11/30/2011 Builder's Showcase 18,947
10.07 4/30/2009 First Performance Recovery Corp. 13,708
10.08 7/31/2007 Option One Mortgage 20,019
10.09 9/30/2009 Entravision Communications Corp. 11,680
10.10 11/30/2007 IBM 15,207
10.11 7/31/2007 Leco Corporation 10,163
10.12 10/31/2009 NAP 0
10.13 6/30/2009 International Gaming Technologies Inc. 22,866
10.14 7/31/2007 NAP 0
- ----------------------------------------------------------------------------------------------------------
11
11.01 4/30/2014 American Leather 18,100
11.02 3/31/2010 Harden 16,709
11.03 3/3/2008 Drakeford 4,323
12 10/31/2019 Duke University Health System 53,155
13 6/30/2015 Swedish Health Services 59,103
14 10/31/2012 Federal Deposit Insurance Corp. 84,113
15 6/1/2011 Saudi Arabian Cultural 32,451
- ----------------------------------------------------------------------------------------------------------
16 7/31/2006 GSA (USCOA) 46,308
17
17.01 6/30/2009 Citi Financial 2,500
17.02 2/28/2009 CATO Corp 4,123
17.03 11/25/2010 Lighthouse Coffee Shop 1,349
17.04 3/31/2008 CATO Corp 3,950
17.05 1/31/2008 Movie Gallery 3,600
17.06 4/30/2010 Martial Arts School 3,230
17.07 7/12/2009 Rent-A-Center 03594 4,000
17.08 2/28/2009 Payless Shoe Source 2,800
17.09 10/1/2009 Radio Shack 01-6758 2,404
17.10 10/19/2009 Larry's Giant Subs 2,002
17.11 3/31/2009 Cashland 1,600
17.12 MTM Tan Stand 2,400
17.13 3/31/2007 Dollar Tree Store 1958 5,323
17.14 1/31/2008 Advance America 695 1,125
17.15 1/31/2008 GameStop 2,001
17.16 9/30/2009 Malibu Properties 4,000
17.17 8/31/2008 Victor Hernandez 1,350
17.18 3/31/2010 Vert Inc 1,820
17.19 11/30/2008 BAB Systems, Inc. dba Big Apple Bagels 1,770
17.20 3/31/2008 Movie Palace 3,264
17.21 3/31/2006 Dollar Tree Store 1725 7,000
17.22 3/31/2006 King Buffet 3,904
17.23 8/31/2006 Sicily's Restaurant 5,200
17.24 1/31/2008 Dollar Store 3,114
17.25 10/31/2008 Bachman, Inc/Home Improvement 5,100
17.26 9/7/2010 The CATO Corp 3,600
17.27 8/31/2008 CATO Corp 6,992
17.28 1/31/2009 Tel a Rent 2,400
17.29 1/31/2009 Radio Shack 9940 2,400
17.30 7/31/2007 Movie Gallery 3,600
17.31 12/31/2006 Brown-N-Bare Tanning 3,693
17.32 10/31/2009 Blue Ray Beach 2,520
17.33 5/14/2010 CATO Corp 4,698
17.34 10/31/2007 Rent-A-Center East 4,313
17.35 1/31/2009 NAP 0
17.36 3/31/2008 Vickie L. Simmons dba H & R Block 3,040
17.37 7/31/2006 The Little Sugar Shack, LLC and Kristine 1,500
18
18.01 3/31/2006 Offices-to-Go 57,500
18.02 3/31/2009 FedEx Ground Package System, Inc. 94,807
18.03 9/30/2011 NAP 0
18.04 12/31/2009 Ball, Bounce and Sports Inc. 67,200
18.05 9/30/2008 Auto Sports of Dallas, Inc. 16,800
18.06 1/31/2007 ComData Network, Inc. 34,500
18.07 1/31/2009 Dallas County Juvenile Dept. 45,534
18.08 8/31/2006 NAP 0
18.09 6/30/2010 NAP 0
18.10 5/31/2010 NAP 0
18.11 6/30/2011 NAP 0
18.12 NAP 0
18.13 6/30/2006 NAP 0
19 9/30/2016 Chinn's Chicago Crabhouse, L.L.C. 33,500
20
20.01 NAP 0
20.02 NAP 0
20.03 NAP 0
20.04 NAP 0
20.05 NAP 0
20.06 NAP 0
20.07 NAP 0
20.08 NAP 0
- ----------------------------------------------------------------------------------------------------------
21 6/30/2011 State Farm Insurance Co. 51,673
22 6/30/2020 Wachovia Securities 15,646
23 NAP 0
24 5/1/2014 Dollar Tree 7,300
25 1/31/2009 Shoe Show 4,500
26 7/1/2010 Hollywood Video 6,800
27 1/1/2008 Shoe Show 4,500
28 4/1/2007 CATO 6,500
29 1/1/2007 La Cocina 4,000
30 1/1/2009 Dollar Tree 4,300
31 3/31/2009 CATO 4,800
32 11/1/2015 Dollar Tree 10,586
- ----------------------------------------------------------------------------------------------------------
33 12/14/2014 The Sports Authority 40,040
34 8/1/2015 CompUSA 36,001
35 4/1/2013 Georgetown University 31,052
36 5/31/2011 France Telecom R&D 39,958
37
37.01 NAP 0
37.02 NAP 0
- ----------------------------------------------------------------------------------------------------------
38 5/6/2014 Maguire Properties 17,207
39 10/31/2007 PA Heart & Vascular 12,050
40 2/28/2007 Synergy Workplaces 24,902
41 10/1/2015 Staples 20,421
42 NAP 0
- ----------------------------------------------------------------------------------------------------------
43 12/1/2017 United States Post Office 13,232
44 6/30/2010 Talaris (aka Reardon) 21,504
45
45.01 NAP 0
45.02 NAP 0
46
46.01 NAP 0
46.02 NAP 0
46.03 NAP 0
46.04 NAP 0
46.05 NAP 0
46.06 NAP 0
46.07 NAP 0
46.08 NAP 0
46.09 NAP 0
46.10 NAP 0
46.11 NAP 0
47
47.01 2/28/2011 Price Okamoto & Hime 8,311
47.02 2/28/2011 Sterling & Tucker 6,253
- ----------------------------------------------------------------------------------------------------------
48 9/30/2014 Brice Building Company 23,097
49 NAP 0
50 NAP 0
51 9/1/2008 Bass 8,500
52 2/1/2028 NAP 0
- ----------------------------------------------------------------------------------------------------------
53 5/31/2014 State of Connecticut 25,906
54 2/28/2007 The Putting Edge 12,000
55 1/31/2007 Electro Adapter 51,736
56 11/17/2008 Village 7 Self Storage 7,122
57 1/1/2024 NAP 0
- ----------------------------------------------------------------------------------------------------------
58 10/31/2013 AON Service Corporation 24,671
59 12/1/2006 Audiovox Electronics 16,200
60 11/30/2007 The Keyes Company 8,934
61 5/2/2020 Allen Lund 3,573
62 7/1/2006 ADT Security (TYCO) 31,212
- ----------------------------------------------------------------------------------------------------------
63 11/30/2014 Jo-Anne Fabrics 31,000
64 1/1/2024 NAP 0
65 1/1/2018 NAP 0
66 NAP 0
67 4/30/2008 GE Commercial Equipment Financing 31,898
- ----------------------------------------------------------------------------------------------------------
68 1/31/2017 Linens N Things 35,639
69 1/1/2014 Borders 22,603
70 10/31/2014 NAP 0
71 12/31/2014 Conns Electronics 31,829
72 NAP 0
- ----------------------------------------------------------------------------------------------------------
73 12/31/2080 NAP 0
74 6/30/2006 Yama & Vida Marifat/Bahadour Zarrin 9,603
75 NAP 0
76 12/31/2014 Berwanger, Inc. 24,869
77 8/31/2012 Jason's Deli 6,000
- ----------------------------------------------------------------------------------------------------------
78 8/31/2020 Paint N Place, Inc. dba Pomona Hardware 5,081
79 3/14/2009 Chase Bank 13,043
80 2/28/2024 NAP 0
81 5/31/2014 Kralovec, Jambois, & Schwartz 10,541
82 8/9/2017 Siena USA - Moe's SW Grill 1,984
83 2/13/2017 Smarthouse Salon, Inc. 1,991
- ----------------------------------------------------------------------------------------------------------
84 NAP 0
85 NAP 0
86
86.01 NAP 0
86.02 NAP 0
86.03 NAP 0
86.04 NAP 0
86.05 NAP 0
87 1/1/2018 NAP 0
88 1/1/2024 NAP 0
- ----------------------------------------------------------------------------------------------------------
89 10/31/2006 Weichert Realtors 12,507
90 4/1/2007 Woody's Unfinished Furniture 7,840
91 1/31/2010 Madison Park 3,277
92 5/31/2010 Office Max 23,477
93 9/30/2025 Village South Wine & Spirits, LLC 3,900
- ----------------------------------------------------------------------------------------------------------
94 1/31/2007 Achievement Technologies, Inc. 9,518
95 10/31/2008 A.G. Edwards and Sons Inc. 8,569
96 10/31/2010 Dorey Publishing Company 6,056
97
97.01 12/31/2018 NAP 0
97.02 12/31/2018 NAP 0
98 1/15/2016 Bed Bath and Beyond 20,000
- ----------------------------------------------------------------------------------------------------------
99 1/31/2010 Torcon (Owner) 18,879
100
100.01 1/1/2010 NAP 0
100.02 1/1/2010 NAP 0
101 9/1/2015 Pet Supply Plus 8,800
102 1/1/2008 Wonder Book & Video 11,000
103 6/1/2008 Cherry Creek Dance 4,058
- ----------------------------------------------------------------------------------------------------------
104 6/30/2007 Porzak, Browning, Bushong 7,117
105 10/31/2012 Sylvan Learning Centers, LLC 16,324
106 2/28/2018 Community Orthopedic Surgery 13,327
107 6/30/2020 NAP 0
108 11/1/2014 CSK Auto 6,204
- ----------------------------------------------------------------------------------------------------------
109
109.01 12/31/2008 Amputee Coalition 6,910
109.02 12/31/2008 Tennessee Orthopedic 6,015
110 NAP 0
111 2/29/2008 Invocon 12,861
112 9/30/2010 Pizza Hut 3,000
113 NAP 0
- ----------------------------------------------------------------------------------------------------------
114 NAP 0
115 NAP 0
116 NAP 0
117 NAP 0
118
118.01 10/31/2030 NAP 0
118.02 12/31/2030 NAP 0
118.03 12/31/2030 NAP 0
118.04 4/30/2030 NAP 0
- ----------------------------------------------------------------------------------------------------------
119 12/1/2008 Freedom Mortgage 3,836
120 12/31/2006 Starbucks Corporation 2,546
121 1/1/2018 NAP 0
122 6/30/2008 Yankee Alliance 11,923
123
123.01 12/31/2030 NAP 0
123.02 6/30/2030 NAP 0
123.03 1/31/2031 NAP 0
123.04 8/31/2030 NAP 0
- ----------------------------------------------------------------------------------------------------------
124 1/31/2013 Ellsworth Group 13,768
125 2/1/2011 Henrikson/Butler 3,427
126 NAP 0
127 2/1/2011 Beverages, & More 17,000
128 1/31/2007 Urban Partners, LLC 10,340
- ----------------------------------------------------------------------------------------------------------
129 7/21/2010 U.S. Customs 12,075
130 1/31/2010 Central Carolina Bank 3,697
131 NAP 0
132 7/31/2017 Gibson's LLC 0
133 1/31/2012 Ames Taping Tools 3,325
- ----------------------------------------------------------------------------------------------------------
134 6/30/2020 Colliers International 5,458
135 12/31/2008 National Dentex 11,699
136 2/28/2010 Rent-A-Center East, Inc. 5,000
137 8/1/2011 Burns & Wilcox 10,287
138 8/31/2010 Net Vision 12,777
- ----------------------------------------------------------------------------------------------------------
139 NAP 0
140 7/1/2009 Dollar Tree 5,000
141 8/31/2011 Orthopaedic Assoc 10,067
142 NAP 0
143 3/31/2011 Dollar Tree 4,500
- ----------------------------------------------------------------------------------------------------------
144 10/31/2009 Lisec America 18,128
145 NAP 0
146 11/30/2011 AutoZone 8,400
147 NAP 0
148 8/31/2010 Chambers Place Liquors 5,200
- ----------------------------------------------------------------------------------------------------------
149 NAP 0
150 12/1/2009 Franson Noble 7,883
151 10/1/2010 Camille Sidewalk Cafe 2,500
152 3/1/2008 Emory Hill 10,192
153 1/31/2010 Rent A Center 4,000
- ----------------------------------------------------------------------------------------------------------
154
154.01 NAP 0
154.02 NAP 0
155 11/1/2030 NAP 0
156 9/14/2015 RE/MAX Advantage 4,550
157 10/31/2009 Rejuvenex Medical 3,489
158 11/1/2010 Sprint 3,801
- ----------------------------------------------------------------------------------------------------------
159 9/30/2013 Original Mattress Factory 4,107
160 8/1/2030 NAP 0
161 12/31/2016 NAP 0
162 2/1/2011 Delia Cleaners 1,800
163 NAP 0
- ----------------------------------------------------------------------------------------------------------
164 8/31/2010 Moe's Southwest Grill 2,800
165 12/31/2014 NAP 0
166 8/31/2009 Edina Realty 7,600
167 NAP 0
168 NAP 0
- ----------------------------------------------------------------------------------------------------------
169 NAP 0
170 9/1/2018 Home Depot 18,600
171 3/31/2007 Vendl Financial 2,880
172 11/25/2010 BBQ and Patio Furniture 2,200
173 12/1/2020 Rite Aid Store 10,140
- ----------------------------------------------------------------------------------------------------------
174 12/31/2012 Fashion Bug 10,200
175 NAP 0
176 6/30/2006 H2K, Inc. 5,735
177 NAP 0
178 11/30/2010 Neuro Group, LLC (Neurological Institute) 4,014
- ----------------------------------------------------------------------------------------------------------
179 NAP 0
180 NAP 0
181 11/30/2015 NAP 0
182 12/31/2007 Kleinfelder 8,314
183 NAP 0
- ----------------------------------------------------------------------------------------------------------
184 NAP 0
185 NAP 0
186 3/31/2009 Fashion Bug 10,200
187 5/31/2008 One Source Business Products 2,800
188 5/31/2011 NAP 0
SECOND THIRD
CONTROL LARGEST TENANT THIRD LARGEST TENANT
NUMBER LEASE EXPIRATION LARGEST TENANT SQ FT
- -----------------------------------------------------------------------------------------------------------
1 1/31/2018 Borders Books Music Cafe 20,001
2
2.01 NAP 0
2.02 NAP 0
2.03 NAP 0
2.04 NAP 0
2.05 NAP 0
2.06 NAP 0
2.07 NAP 0
2.08 NAP 0
2.09 NAP 0
3
3.01 NAP 0
3.02 NAP 0
3.03 NAP 0
3.04 NAP 0
3.05 NAP 0
3.06 NAP 0
3.07 NAP 0
3.08 NAP 0
4
4.01 NAP 0
4.02 NAP 0
4.03 NAP 0
4.04 NAP 0
4.05 NAP 0
4.06 NAP 0
4.07 NAP 0
4.08 NAP 0
4.09 NAP 0
5 8/31/2013 Stradley, Ronon Stevens & Young 83,058
- ----------------------------------------------------------------------------------------------------------
6 9/16/2010 Pottery Barn 9,765
7 12/31/2017 Rusty Harpoon 4,991
8
8.01 NAP 0
8.02 9/30/2008 NAP 0
8.03 7/31/2011 BMC Software, Inc. 9,539
8.04 NAP 0
8.05 NAP 0
8.06 11/30/2011 NAP 0
8.07 7/31/2010 Ventura Solutions 2,423
8.08 2/28/2011 NAP 0
9 3/31/2010 Mincom, Inc. 52,963
10
10.01 NAP 0
10.02 6/30/2009 CHSI of Nevada 10,353
10.03 7/31/2008 Anita Brooks Design Associates 8,045
10.04 NAP 0
10.05 11/30/2009 KB Homes 12,212
10.06 7/31/2009 Cyberscan Technology 9,031
10.07 7/31/2014 NAP 0
10.08 11/30/2009 NAP 0
10.09 11/30/2007 Lucchesi, Galati Architects, Inc. 6,765
10.10 4/30/2008 NAP 0
10.11 12/31/2007 Richardson Partnership 5,727
10.12 NAP 0
10.13 12/31/2007 NAP 0
10.14 NAP 0
- ----------------------------------------------------------------------------------------------------------
11
11.01 4/30/2009 Gamma Arredamenti 7,225
11.02 6/30/2008 Wildwood Lamp/Barnes 15,558
11.03 9/1/2007 NAP 0
12 10/31/2019 Master Lease 28,584
13 4/30/2015 Cancer Research & Biostatistics Project 28,756
14 7/31/2012 Homeland Security/USA 14,795
15 3/1/2011 The Washington Opera 17,448
- ----------------------------------------------------------------------------------------------------------
16 1/30/2008 GSA (SBA) 19,875
17
17.01 6/30/2008 GMD Electronics 2,000
17.02 1/31/2008 Radio Shack 01-8440 2,500
17.03 1/24/2010 Check 'n Go 1,300
17.04 1/31/2009 Radio Shack 01-4190 2,442
17.05 12/31/2007 Radio Shack 01--6166 2,400
17.06 5/31/2010 U S Cellular 1,815
17.07 2/28/2008 Payless Shoe Source 2,720
17.08 6/9/2013 GameStop 2,472
17.09 1/31/2008 Linda Schwerflager dba Back to Nature 2,100
17.10 6/19/2010 H&R Block 1,600
17.11 6/5/2008 Mama Ine's Mexican Bakery 1,500
17.12 11/30/2006 Pizza NEI (PAPA JOHN'S) 1,600
17.13 11/29/2006 Hibbett Sporting Goods 4,524
17.14 12/29/2007 Dreamers 867
17.15 1/31/2010 Quizno's 1,750
17.16 10/30/2010 Rx Optical Laboratories 2,500
17.17 MTM Advance America 478 1,095
17.18 Lighthouse Books and Gifts 1,200
17.19 6/14/2008 Instant Cash Advance Corp 1,556
17.20 2/3/2008 Dollar Mania 2,200
17.21 3/31/2006 Creditcorp of IN 1,200
17.22 6/30/2009 Precision Print & Copy 1,200
17.23 5/19/2009 Blockbuster Video 5,000
17.24 3/29/2009 Jeny Nguyen 2,067
17.25 7/31/2009 Hunan Spring Restaurant 4,476
17.26 1/31/2009 Advance America 2,000
17.27 1/31/2009 NAP 0
17.28 11/30/2006 Mailbox It 1,608
17.29 1/31/2009 Advance America 891 1,200
17.30 9/30/2007 If the Shoe Fits 2,500
17.31 8/31/2006 Rx Optical Laboratories 2,500
17.32 11/13/2007 Cottonwood Financials 2,170
17.33 1/31/2009 Blockbuster Monticello West 4,286
17.34 7/31/2008 The CATO Corp 4,087
17.35 NAP 0
17.36 4/30/2008 Shoe Show of Rocky Mount 2,840
17.37 1/31/2007 Subway 1,419
18
18.01 1/31/2008 Corrugated Services LP 23,000
18.02 2/28/2014 Sara Lee Coffee & Tea 50,000
18.03 NAP 0
18.04 8/31/2008 NAP 0
18.05 4/30/2006 Dallas Light Bulb Delivery, Inc. 14,820
18.06 7/31/2008 NAP 0
18.07 8/31/2010 NAP 0
18.08 NAP 0
18.09 NAP 0
18.10 NAP 0
18.11 NAP 0
18.12 NAP 0
18.13 NAP 0
19 6/30/2013 Morton's 20,716
20
20.01 NAP 0
20.02 NAP 0
20.03 NAP 0
20.04 NAP 0
20.05 NAP 0
20.06 NAP 0
20.07 NAP 0
20.08 NAP 0
- ----------------------------------------------------------------------------------------------------------
21 8/30/2008 North American Medical Management 24,943
22 11/1/2014 Mid First Bank 11,244
23 NAP 0
24 2/1/2007 Christian Bookstore 5,700
25 10/1/2006 Dollar Tree 4,000
26 9/1/2007 Shoe Show 4,500
27 7/1/2006 Dollar Tree 4,000
28 1/1/2008 Dollar Tree 4,000
29 1/1/2010 Shoe Show 3,150
30 2/1/2008 Video Warehouse 4,000
31 1/1/2007 Dollar Tree 4,000
32 11/1/2010 Curves for Women 2,800
- ----------------------------------------------------------------------------------------------------------
33 8/31/2010 Florida Career College, Inc. 31,900
34 10/1/2020 Leisure Living 25,693
35 2/1/2014 Forrestor Construction 14,677
36 3/30/2012 Genentech 28,582
37
37.01 NAP 0
37.02 NAP 0
- ----------------------------------------------------------------------------------------------------------
38 5/30/2016 New Urban West 11,637
39 8/31/2017 Kalnin Graphics, Inc. 10,832
40 5/31/2012 ComStock 38,360
41 11/1/2015 K&G Menswear 20,060
42 NAP 0
- ----------------------------------------------------------------------------------------------------------
43 8/1/2010 National Surgical Center 9,453
44 2/1/2007 RCN Telecom 11,500
45
45.01 NAP 0
45.02 NAP 0
46
46.01 NAP 0
46.02 NAP 0
46.03 NAP 0
46.04 NAP 0
46.05 NAP 0
46.06 NAP 0
46.07 NAP 0
46.08 NAP 0
46.09 NAP 0
46.10 NAP 0
46.11 NAP 0
47
47.01 9/15/2006 Oliver Lau 8,023
47.02 10/31/2007 Leong & Fong, Certified Public Accountants 3,768
- ----------------------------------------------------------------------------------------------------------
48 10/31/2009 New York Life Insurance Company 16,927
49 NAP 0
50 NAP 0
51 9/1/2010 Dress Barn 8,500
52 NAP 0
- ----------------------------------------------------------------------------------------------------------
53 10/31/2006 Dollar Tree 15,136
54 8/31/2013 Chang Enterprises, Inc. 8,400
55 7/31/2010 LuminentOIC 49,920
56 8/31/2006 Goodyear Tire & Rubber Co. 5,880
57 NAP 0
- ----------------------------------------------------------------------------------------------------------
58 12/14/2006 Nextel of California, Inc. 13,207
59 11/1/2007 Wells Fargo Financial 16,057
60 9/30/2012 Nations Business Capital, Inc. 7,088
61 1/31/2009 Tak Imaging 3,994
62 3/1/2008 QEP 20,500
- ----------------------------------------------------------------------------------------------------------
63 9/30/2007 Barnes & Noble 19,937
64 NAP 0
65 NAP 0
66 NAP 0
67 10/31/2006 Shemin Nurseries, Inc 12,884
- ----------------------------------------------------------------------------------------------------------
68 1/1/2012 HH Gregg 35,410
69 1/31/2016 Price Busters 16,977
70 NAP 0
71 9/29/2014 Boot Town 12,896
72 NAP 0
- ----------------------------------------------------------------------------------------------------------
73 NAP 0
74 7/14/2007 Vitas Healthcare Corp. 5,947
75 NAP 0
76 6/30/2012 Claunch and Miller, Inc. 14,240
77 10/31/2015 Buffalo Wild Wings 5,400
- ----------------------------------------------------------------------------------------------------------
78 6/30/2009 Manny's Deli Corporation 4,862
79 3/31/2007 Benchmark Technologies 11,790
80 NAP 0
81 12/31/2012 Encore Banquets, LLC 6,857
82 2/3/2007 McDonald's Corp. 1,925
83 11/30/2011 Meba LLC 1,762
- ----------------------------------------------------------------------------------------------------------
84 NAP 0
85 NAP 0
86
86.01 NAP 0
86.02 NAP 0
86.03 NAP 0
86.04 NAP 0
86.05 NAP 0
87 NAP 0
88 NAP 0
- ----------------------------------------------------------------------------------------------------------
89 3/31/2010 Spherecom Ent., Inc. 6,732
90 2/1/2007 Hallmark 3,294
91 10/31/2010 Proactive Business Solutions 3,277
92 1/31/2015 Beall's Outlet 10,069
93 9/30/2010 Tasty House 2,600
- ----------------------------------------------------------------------------------------------------------
94 10/31/2009 Washington Mutual Bank, FA 8,568
95 6/30/2008 Williamson and Associates 6,216
96 7/31/2008 Quirk & Quirk, PC 5,910
97
97.01 NAP 0
97.02 NAP 0
98 1/16/2016 Petco 15,000
- ----------------------------------------------------------------------------------------------------------
99 9/1/2015 CSI International 5,665
100
100.01 NAP 0
100.02 NAP 0
101 10/1/2015 Calif Fitness Express 7,000
102 7/1/2010 Kehne's Carpet 10,000
103 3/31/2008 Paul Garcia 3,209
- ----------------------------------------------------------------------------------------------------------
104 12/31/2006 Bacaro 4,982
105 12/31/2006 NAP 0
106 2/28/2018 Michigan Orthopedic Surgery Center 11,407
107 NAP 0
108 5/1/2015 Golf USA 3,600
- ----------------------------------------------------------------------------------------------------------
109
109.01 4/30/2006 Sexual Assault Crisis 6,878
109.02 2/28/2008 Jenzabar, Inc. 3,226
110 NAP 0
111 10/31/2009 Master Lease 11,576
112 7/31/2015 Rita Ranch Pet Hospital 2,000
113 NAP 0
- ----------------------------------------------------------------------------------------------------------
114 NAP 0
115 NAP 0
116 NAP 0
117 NAP 0
118
118.01 NAP 0
118.02 NAP 0
118.03 NAP 0
118.04 NAP 0
- ----------------------------------------------------------------------------------------------------------
119 7/31/2007 Thomas Lee 3,291
120 12/31/2013 White House|Black Market Inc. 2,050
121 NAP 0
122 2/28/2010 Pulse 7,312
123
123.01 NAP 0
123.02 NAP 0
123.03 NAP 0
123.04 NAP 0
- ----------------------------------------------------------------------------------------------------------
124 10/31/2011 Miranda Warwick Milazzo 9,877
125 10/15/2007 Central AZ Supply 2,974
126 NAP 0
127 8/1/2011 Fantastic Hair & Nails 1,500
128 3/31/2007 Sprint Spectrum LP 3,200
- ----------------------------------------------------------------------------------------------------------
129 7/19/2006 Department of Labor 5,036
130 6/30/2011 Charlotte Radiology 3,587
131 NAP 0
132 2/10/2025 NAP 0
133 12/14/2008 Pay Less Tobacco #2 1,733
- ----------------------------------------------------------------------------------------------------------
134 6/30/2012 Alliance Title Company 4,210
135 8/31/2015 Harvest Meat Company 5,600
136 8/31/2010 Cato Fashions/Cato Plus 4,500
137 1/1/2019 Metrocities Mortgage 5,908
138 9/30/2010 Oakley Networks 9,771
- ----------------------------------------------------------------------------------------------------------
139 NAP 0
140 8/1/2009 China Town Restaurant 5,000
141 8/31/2015 Cardiology Associates 6,742
142 NAP 0
143 3/31/2009 CATO 4,240
- ----------------------------------------------------------------------------------------------------------
144 6/30/2008 Hanson Building Materials, Inc. 14,486
145 NAP 0
146 6/30/2011 Sarita's Mexican Food 4,200
147 NAP 0
148 12/31/2010 Mail Boxes Express 3,333
- ----------------------------------------------------------------------------------------------------------
149 NAP 0
150 5/1/2008 Network General 6,094
151 9/1/2010 Nextel 1,900
152 11/1/2016 The Fair Isaacs Companies 9,841
153 6/1/2009 Cato 3,900
- ----------------------------------------------------------------------------------------------------------
154
154.01 NAP 0
154.02 NAP 0
155 NAP 0
156 6/22/2015 Epoch Investments, LLC dba Bajio Grill 2,800
157 9/14/2015 Citi Bank 1,513
158 12/1/2010 NAP 0
- ----------------------------------------------------------------------------------------------------------
159 1/31/2011 NAP 0
160 NAP 0
161 NAP 0
162 2/1/2009 Bagel Nosh 1,800
163 NAP 0
- ----------------------------------------------------------------------------------------------------------
164 7/31/2015 Subway 1,600
165 NAP 0
166 5/31/2007 Memorial Blood Center 2,739
167 NAP 0
168 NAP 0
- ----------------------------------------------------------------------------------------------------------
169 NAP 0
170 3/1/2012 NAP 0
171 5/1/2007 Ernst Wintter, CPA 2,313
172 9/26/2010 Maricopa Wells Veterinarian 2,080
173 6/1/2011 NAP 0
- ----------------------------------------------------------------------------------------------------------
174 1/31/2009 Rogans Shoes 8,250
175 NAP 0
176 5/31/2007 Sympathy Florists, Inc. 4,919
177 NAP 0
178 11/30/2010 Coastal Carolina Urology (Scionti) 2,131
- ----------------------------------------------------------------------------------------------------------
179 NAP 0
180 NAP 0
181 NAP 0
182 4/30/2011 North American Title 5,319
183 NAP 0
- ----------------------------------------------------------------------------------------------------------
184 NAP 0
185 NAP 0
186 1/31/2010 Sam Goody's 5,290
187 4/30/2008 Beds 2,800
188 NAP 0
THIRD ENVIRONMENTAL ENVIRONMENTAL
CONTROL LARGEST TENANT PHASE I ENVIRONMENTAL PHASE II ENGINEERING
NUMBER LEASE EXPIRATION REPORT DATE PHASE II REPORT DATE REPORT DATE
- ----------------------------------------------------------------------------------------------------------------------------
1 2/28/2021 2/13/2006 No 1/18/2006
2
2.01 10/18/2005 No 10/18/2005
2.02 10/18/2005 No 10/18/2005
2.03 10/12/2005 No 10/12/2005
2.04 10/18/2005 No 10/18/2005
2.05 10/18/2005 No 10/18/2005
2.06 10/12/2005 No 10/18/2005
2.07 10/18/2005 No 10/18/2005
2.08 10/18/2005 No 10/18/2005
2.09 10/12/2005 No 10/12/2005
3
3.01 1/12/2006 No 1/12/2006
3.02 1/11/2006 No 1/12/2006
3.03 1/12/2006 No 1/12/2006
3.04 1/12/2006 No 1/12/2006
3.05 1/12/2006 No 1/12/2006
3.06 1/12/2006 No 1/12/2006
3.07 1/12/2006 No 1/12/2006
3.08 1/12/2006 No 1/12/2006
4
4.01 5/31/2005 No 5/31/2005
4.02 6/10/2005 No 6/10/2005
4.03 6/1/2005 No 6/1/2005
4.04 4/5/2005 No 4/5/2005
4.05 5/31/2005 No 5/31/2005
4.06 5/31/2005 No 5/31/2005
4.07 5/31/2005 No 5/31/2005
4.08 6/7/2005 No 6/7/2005
4.09 5/31/2005 No 5/31/2005
5 12/31/2017 12/12/2005 No 12/12/2005
- ----------------------------------------------------------------------------------------------------------------------------
6 9/16/2017 8/15/2005 No 8/15/2005
7 3/31/2006 10/26/2005 No 10/25/2005
8
8.01 10/5/2005 No 10/3/2005
8.02 10/5/2005 No 10/4/2005
8.03 2/28/2010 10/5/2005 No 10/3/2005
8.04 10/5/2005 No 10/3/2005
8.05 9/30/2005 No 10/3/2005
8.06 9/30/2005 No 10/3/2005
8.07 8/31/2008 10/5/2005 No 10/3/2005
8.08 9/30/2005 No 10/3/2005
9 2/28/2007 12/7/2005 No 12/28/2005
10
10.01 12/19/2005 No 12/20/2005
10.02 11/30/2010 12/19/2005 No 12/20/2005
10.03 1/31/2007 12/19/2005 No 12/20/2005
10.04 12/19/2005 No 12/20/2005
10.05 7/31/2007 12/19/2005 No 12/20/2005
10.06 10/31/2010 12/19/2005 No 12/20/2005
10.07 12/19/2005 No 12/20/2005
10.08 12/19/2005 No 12/20/2005
10.09 12/31/2007 12/19/2005 No 12/20/2005
10.10 12/19/2005 No 12/20/2005
10.11 11/30/2009 12/19/2005 No 12/20/2005
10.12 12/19/2005 No 12/20/2005
10.13 12/19/2005 No 12/20/2005
10.14 12/19/2005 No 12/20/2005
- ----------------------------------------------------------------------------------------------------------------------------
11
11.01 4/30/2009 8/29/2005 Yes 9/26/2005 8/5/2005
11.02 8/31/2010 8/29/2005 Yes 9/26/2005 8/5/2005
11.03 8/29/2005 No 8/5/2005
12 11/16/2006 10/27/2005 No 10/27/2005
13 4/30/2010 9/30/2005 No 9/30/2005
14 2/28/2016 10/25/2005 No 10/25/2005
15 8/1/2007 10/6/2005 No 10/6/2005
- ----------------------------------------------------------------------------------------------------------------------------
16 2/28/2006 9/30/2005 No 9/30/2005
17
17.01 9/30/2009 11/22/2005 No 11/16/2005
17.02 8/31/2007 11/22/2005 No 11/22/2005
17.03 10/21/2008 11/22/2005 No 11/22/2005
17.04 4/30/2008 11/22/2005 No 11/22/2005
17.05 9/30/2007 11/22/2005 No 11/22/2005
17.06 4/30/2009 11/22/2005 No 11/22/2005
17.07 8/10/2008 11/22/2005 No 11/22/2005
17.08 1/31/2010 11/22/2005 No 11/22/2005
17.09 7/25/2006 11/22/2005 No 11/22/2005
17.10 4/30/2007 11/22/2005 No 11/22/2005
17.11 2/28/2009 11/22/2005 No 11/22/2005
17.12 MTM 11/22/2005 No 11/22/2005
17.13 11/22/2005 No 11/22/2005
17.14 12/2/2007 11/22/2005 No 11/22/2005
17.15 8/14/2007 11/22/2005 No 11/22/2005
17.16 12/5/2015 11/22/2005 No 11/22/2005
17.17 10/31/2007 11/22/2005 No 11/22/2005
17.18 2/1/2007 11/22/2005 No 11/22/2005
17.19 6/30/2008 11/22/2005 No 11/22/2005
17.20 2/3/2008 11/22/2005 No 11/22/2005
17.21 12/31/2006 11/22/2005 No 11/22/2005
17.22 8/31/2009 11/22/2005 No 11/22/2005
17.23 12/31/2008 11/22/2005 No 11/18/2005
17.24 3/1/2010 11/22/2005 No 11/17/2005
17.25 12/31/2015 11/22/2005 No 11/18/2005
17.26 11/22/2005 No 11/22/2005
17.27 11/22/2005 No 11/22/2005
17.28 8/31/2006 11/22/2005 No 11/22/2005
17.29 5/13/2008 11/22/2005 No 11/22/2005
17.30 12/16/2006 11/22/2005 No 11/22/2005
17.31 4/11/2014 11/22/2005 No 11/22/2005
17.32 9/30/2008 11/22/2005 No 11/22/2005
17.33 12/31/2006 11/22/2005 No 11/22/2005
17.34 1/24/2008 11/22/2005 No 11/22/2005
17.35 11/22/2005 No 11/22/2005
17.36 3/31/2008 11/22/2005 No 11/22/2005
17.37 4/30/2007 11/22/2005 No 11/22/2005
18
18.01 6/30/2006 12/19/2005 No 12/19/2005
18.02 7/31/2007 12/19/2005 No 12/19/2005
18.03 12/19/2005 No 12/19/2005
18.04 12/19/2005 No 12/19/2005
18.05 6/30/2006 12/19/2005 No 12/19/2005
18.06 12/19/2005 No 12/19/2005
18.07 12/19/2005 No 12/19/2005
18.08 12/19/2005 No 12/19/2005
18.09 12/19/2005 No 12/19/2005
18.10 12/19/2005 No 12/19/2005
18.11 12/19/2005 No 12/19/2005
18.12 12/19/2005 No 12/19/2005
18.13 12/19/2005 No 12/19/2005
19 11/30/2016 9/8/2005 No 9/9/2005
20
20.01 10/6/2005 No 10/6/2005
20.02 10/6/2005 No 10/6/2005
20.03 10/6/2005 No 10/6/2005
20.04 10/6/2005 No 10/6/2005
20.05 10/6/2005 No 10/6/2005
20.06 10/6/2005 Yes 11/3/2005 10/6/2005
20.07 10/6/2005 No 10/6/2005
20.08 10/6/2005 No 10/6/2005
- ----------------------------------------------------------------------------------------------------------------------------
21 4/6/2010 9/15/2005 No 9/16/2005
22 1/1/2011 11/7/2005 No 10/26/2005
23 1/5/2006 No 1/5/2006
24 8/1/2010 12/30/2005 No 12/30/2005
25 9/1/2006 12/30/2005 No 12/30/2005
26 5/1/2007 1/2/2006 No 12/30/2005
27 7/1/2006 12/30/2005 No 12/30/2005
28 3/1/2007 1/24/2006 No 12/30/2005
29 4/1/2007 12/27/2005 No 12/30/2005
30 3/1/2010 12/23/2005 No 12/30/2005
31 4/1/2007 1/24/2006 No 12/30/2005
32 1/1/2009 12/30/2005 No 12/30/2005
- ----------------------------------------------------------------------------------------------------------------------------
33 7/31/2013 11/28/2005 Yes 1/4/2006 11/22/2005
34 8/1/2015 10/14/2005 No 10/4/2005
35 6/1/2007 12/14/2005 No 11/14/2005
36 10/31/2009 11/28/2005 No 11/28/2005
37
37.01 10/28/2005 No 10/4/2005
37.02 10/4/2005 No 10/3/2005
- ----------------------------------------------------------------------------------------------------------------------------
38 12/9/2015 8/15/2005 No 8/11/2005
39 4/30/2007 9/9/2005 No 9/14/2005
40 10/31/2006 12/21/2005 No 12/21/2005
41 12/1/2015 11/11/2005 No 9/26/2005
42 7/13/2005 No 7/13/2005
- ----------------------------------------------------------------------------------------------------------------------------
43 4/1/2008 12/22/2005 No 12/1/2005
44 2/1/2007 11/28/2005 No 11/29/2005
45
45.01 11/28/2005 No 11/28/2005
45.02 11/29/2005 No 11/28/2005
46
46.01 7/21/2005 No 7/21/2005
46.02 7/21/2005 No 7/21/2005
46.03 7/21/2005 No 7/21/2005
46.04 7/21/2005 Yes 9/6/2005 7/22/2005
46.05 7/21/2005 No 7/21/2005
46.06 7/21/2005 No 7/21/2005
46.07 7/21/2005 No 7/21/2005
46.08 7/21/2005 No 7/21/2005
46.09 7/21/2005 No 7/21/2005
46.10 7/21/2005 No 7/21/2005
46.11 7/21/2005 Yes 9/6/2005 7/21/2005
47
47.01 12/31/2014 11/9/2005 No 11/9/2005
47.02 5/31/2007 11/9/2005 No 11/9/2005
- ----------------------------------------------------------------------------------------------------------------------------
48 8/31/2011 11/14/2005 No 11/14/2005
49 9/22/2005 Yes 11/7/2005 8/19/2005
50 9/22/2005 No 8/19/2005
51 1/1/2008 1/11/2006 No 11/25/2005
52 12/5/2005 No NAP
- ----------------------------------------------------------------------------------------------------------------------------
53 8/31/2010 8/11/2005 No 9/1/2005
54 4/14/2008 8/15/2005 No 8/12/2005
55 7/13/2014 7/14/2005 No 7/15/2005
56 10/31/2006 10/7/2005 Yes 10/7/2005 10/12/2005
57 10/26/2005 No 10/21/2005
- ----------------------------------------------------------------------------------------------------------------------------
58 5/31/2008 9/28/2005 No 9/29/2005
59 9/1/2006 10/19/2005 No 9/20/2005
60 6/30/2008 1/11/2006 No 12/9/2005
61 12/31/2006 11/28/2005 No 11/29/2005
62 4/1/2011 11/30/2005 No 10/18/2005
- ----------------------------------------------------------------------------------------------------------------------------
63 1/31/2011 1/25/2006 No 12/14/2005
64 11/1/2005 No 10/17/2005
65 11/1/2005 No 10/17/2005
66 8/31/2005 No 8/29/2005
67 3/31/2009 10/26/2005 No 10/26/2005
- ----------------------------------------------------------------------------------------------------------------------------
68 4/30/2015 9/13/2005 No 9/7/2005
69 12/31/2015 11/30/2005 No 11/30/2005
70 1/18/2006 No 1/18/2006
71 10/31/2015 9/13/2005 No 9/6/2005
72 4/13/2005 No 8/15/2005
- ----------------------------------------------------------------------------------------------------------------------------
73 11/14/2005 No 8/18/2005
74 8/31/2011 11/28/2005 No 11/11/2005
75 12/21/2005 No 12/19/2005
76 6/14/2009 10/3/2005 No 10/12/2005
77 8/31/2015 10/4/2005 No 11/16/2005
- ----------------------------------------------------------------------------------------------------------------------------
78 4/30/2015 9/29/2005 No 9/29/2005
79 1/31/2008 11/21/2005 No 11/17/2005
80 7/13/2005 No 7/14/2005
81 8/31/2010 10/14/2005 No 10/14/2005
82 8/1/2017 1/11/2006 No 11/29/2005
83 2/28/2009 1/11/2006 No 11/29/2005
- ----------------------------------------------------------------------------------------------------------------------------
84 9/8/2005 No 9/9/2005
85 9/15/2005 No 9/2/2005
86
86.01 11/11/2005 No 11/11/2005
86.02 11/11/2005 No 11/11/2005
86.03 11/11/2005 No 11/11/2005
86.04 11/11/2005 No 11/11/2005
86.05 11/11/2005 No 11/11/2005
87 11/7/2005 No 10/19/2005
88 10/19/2005 No 10/21/2005
- ----------------------------------------------------------------------------------------------------------------------------
89 12/31/2008 12/5/2005 No 12/14/2005
90 2/1/2008 11/15/2005 No 11/2/2005
91 6/30/2009 12/1/2005 No 11/22/2005
92 4/30/2010 12/21/2005 No 11/23/2005
93 1/20/2010 9/13/2005 No 8/30/2005
- ----------------------------------------------------------------------------------------------------------------------------
94 6/30/2009 7/27/2005 Yes 11/7/2005 11/17/2005
95 2/28/2011 12/13/2005 No 11/29/2005
96 7/31/2011 12/13/2005 No 11/29/2005
97
97.01 10/24/2005 No 10/24/2005
97.02 10/19/2005 No 10/24/2005
98 1/31/2016 6/30/2005 No 6/8/2005
- ----------------------------------------------------------------------------------------------------------------------------
99 1/31/2010 10/10/2005 No 9/28/2005
100
100.01 11/3/2005 No 11/3/2005
100.02 11/3/2005 No 11/4/2005
101 10/1/2015 11/7/2005 No 12/5/2005
102 6/1/2006 5/17/2005 No 7/15/2005
103 7/1/2006 9/28/2005 No 9/28/2005
- ----------------------------------------------------------------------------------------------------------------------------
104 9/30/2008 11/22/2005 No 11/2/2005
105 1/3/2006 No 11/30/2005
106 2/28/2010 10/14/2005 No 10/11/2005
107 8/30/2005 No 8/29/2005
108 11/1/2009 12/15/2005 No 11/7/2005
- ----------------------------------------------------------------------------------------------------------------------------
109
109.01 12/31/2010 9/16/2005 No 11/3/2005
109.02 1/31/2008 9/14/2005 No 11/3/2005
110 10/31/2005 No 10/21/2005
111 11/20/2010 10/20/2005 No 10/24/2005
112 7/31/2010 11/7/2005 No 12/13/2005
113 12/13/2005 No 12/14/2005
- ----------------------------------------------------------------------------------------------------------------------------
114 9/27/2005 No 9/27/2005
115 9/27/2005 No 9/30/2005
116 12/12/2005 No 9/27/2005
117 12/5/2005 No 12/5/2005
118
118.01 12/13/2005 No 12/13/2005
118.02 12/13/2005 No 12/13/2005
118.03 12/13/2005 No 12/13/2005
118.04 12/13/2005 No 12/13/2005
- ----------------------------------------------------------------------------------------------------------------------------
119 7/1/2007 3/11/2005 No 3/7/2005
120 5/31/2009 10/13/2005 No 10/13/2005
121 11/3/2005 No 10/19/2005
122 10/31/2007 11/29/2005 No 11/28/2005
123
123.01 1/6/2006 No 1/5/2006
123.02 1/6/2006 No 1/5/2006
123.03 1/5/2006 No 1/6/2006
123.04 1/5/2006 No 1/6/2006
- ----------------------------------------------------------------------------------------------------------------------------
124 12/31/2007 2/13/2006 No 2/13/2006
125 6/1/2010 12/20/2005 No 10/27/2005
126 1/11/2006 No 12/2/2005
127 6/1/2007 12/5/2005 No 12/5/2005
128 4/30/2006 10/27/2005 No 10/7/2005
- ----------------------------------------------------------------------------------------------------------------------------
129 1/31/2014 11/4/2005 No 11/7/2005
130 12/31/2009 4/7/2005 No 4/7/2005
131 11/11/2005 No 11/11/2005
132 7/26/2005 No 10/26/2005
133 3/31/2008 9/30/2005 No 9/30/2005
- ----------------------------------------------------------------------------------------------------------------------------
134 7/31/2010 1/19/2006 No 12/28/2005
135 11/30/2012 10/14/2005 No 9/28/2005
136 1/31/2010 7/14/2005 No 7/14/2005
137 11/1/2010 12/9/2005 No 11/29/2005
138 11/30/2010 11/23/2005 No 10/11/2005
- ----------------------------------------------------------------------------------------------------------------------------
139 7/15/2005 No 11/28/2005
140 10/1/2009 11/30/2005 No 11/22/2005
141 8/31/2013 1/20/2006 No 12/27/2005
142 7/13/2005 No 7/20/2005
143 1/31/2009 11/14/2005 No 11/18/2005
- ----------------------------------------------------------------------------------------------------------------------------
144 6/30/2009 11/30/2005 No 11/30/2005
145 9/23/2005 No 8/22/2005
146 3/31/2011 8/24/2005 No 8/24/2005
147 12/21/2005 No 12/19/2005
148 6/30/2009 9/12/2005 No 9/12/2005
- ----------------------------------------------------------------------------------------------------------------------------
149 10/24/2005 No 9/15/2005
150 10/1/2010 11/23/2005 No 10/11/2005
151 9/1/2010 11/7/2005 No 12/2/2005
152 8/1/2007 9/23/2005 No 9/23/2005
153 1/31/2010 12/8/2005 No 12/9/2005
- ----------------------------------------------------------------------------------------------------------------------------
154
154.01 9/13/2005 No 8/15/2005
154.02 9/13/2005 No 8/15/2005
155 9/15/2005 No 1/23/2006
156 1/28/2013 11/7/2005 No 11/7/2005
157 9/19/2011 12/14/2005 No 12/14/2005
158 1/19/2006 No 1/4/2006
- ----------------------------------------------------------------------------------------------------------------------------
159 9/8/2005 No 9/9/2005
160 10/31/2005 No 10/7/2005
161 11/1/2005 No 10/26/2005
162 3/31/2006 12/26/2005 No 12/26/2005
163 12/30/2005 No 11/30/2005
- ----------------------------------------------------------------------------------------------------------------------------
164 6/30/2010 10/22/2005 No 9/15/2005
165 11/7/2005 No 11/7/2005
166 1/1/2008 10/4/2005 No 9/16/2005, 10/7/2005
167 11/18/2005 No 11/18/2005
168 12/30/2005 No 11/30/2005
- ----------------------------------------------------------------------------------------------------------------------------
169 12/30/2005 No 11/30/2005
170 9/9/2005 No 9/9/2005
171 8/1/2007 9/15/2005 No 9/1/2005
172 9/26/2010 8/22/2005 No 11/10/2005
173 9/7/2005 No 9/2/2005
- ----------------------------------------------------------------------------------------------------------------------------
174 1/31/2011 12/12/2005 No 11/9/2005
175 1/11/2006 No 12/2/2005
176 6/30/2008 10/25/2005 No 10/7/2005
177 6/3/2005 No 6/6/2005
178 11/1/2010 9/27/2005 No 9/21/2005
- ----------------------------------------------------------------------------------------------------------------------------
179 12/12/2005 No 12/1/2005
180 10/24/2005 No 9/15/2005
181 11/1/2005 No 11/1/2005
182 7/31/2010 12/2/2005 No 11/29/2005
183 8/19/2005 No 8/17/2005
- ----------------------------------------------------------------------------------------------------------------------------
184 7/26/2005 No 7/26/2005
185 10/27/2005 No 10/25/2005
186 1/31/2010 12/12/2005 No 11/9/2005
187 3/31/2009 10/26/2005 No 10/13/2005
188 8/19/2005 No 8/19/2005
EARTHQUAKE UPFRONT ACTUAL
CONTROL SEISMIC INSURANCE UPFRONT ACTUAL REPLACEMENT
NUMBER REPORT DATE PML (%) REQUIRED REPAIR RESERVE ($) RESERVES ($)
- ---------------------------------------------------------------------------------------------------------
1 No 0 0
2 0 0
2.01 No
2.02 No
2.03 No
2.04 No
2.05 No
2.06 No
2.07 No
2.08 No
2.09 No
3 0 7,500,000
3.01 1/12/2006 14 No
3.02 1/11/2006 12 No
3.03 1/12/2006 12 No
3.04 No
3.05 No
3.06 No
3.07 No
3.08 No
4 632,803 10,385,885
4.01 No
4.02 No
4.03 No
4.04 No
4.05 No
4.06 No
4.07 No
4.08 No
4.09 No
5 No 0 0
- ---------------------------------------------------------------------------------------------------------
6 No 0 0
7 No 0 0
8 0 0
8.01 No
8.02 No
8.03 No
8.04 No
8.05 No
8.06 No
8.07 No
8.08 No
9 No 169,400 0
10 0 8,795
10.01 No
10.02 No
10.03 No
10.04 No
10.05 No
10.06 No
10.07 No
10.08 No
10.09 No
10.10 No
10.11 No
10.12 No
10.13 No
10.14 No
- ---------------------------------------------------------------------------------------------------------
11 542,744 11,660
11.01 No
11.02 No
11.03 No
12 No 0 0
13 9/30/2005 14 No 1,713,022 0
14 No 0 0
15 No 750,000 3,733
- ---------------------------------------------------------------------------------------------------------
16 9/30/2005 15 No 697,104 0
17 85,386 0
17.01 No
17.02 No
17.03 No
17.04 No
17.05 No
17.06 No
17.07 No
17.08 No
17.09 No
17.10 No
17.11 No
17.12 No
17.13 No
17.14 No
17.15 No
17.16 No
17.17 No
17.18 No
17.19 No
17.20 No
17.21 No
17.22 No
17.23 No
17.24 No
17.25 No
17.26 No
17.27 No
17.28 No
17.29 No
17.30 No
17.31 No
17.32 No
17.33 No
17.34 No
17.35 No
17.36 No
17.37 No
18 232,692 0
18.01 No
18.02 No
18.03 No
18.04 No
18.05 No
18.06 No
18.07 No
18.08 No
18.09 No
18.10 No
18.11 No
18.12 No
18.13 No
19 No 0 0
20 0 0
20.01 No
20.02 9/6/2005 14 No
20.03 No
20.04 No
20.05 No
20.06 No
20.07 No
20.08 No
- ---------------------------------------------------------------------------------------------------------
21 9/16/2005 17 No 0 4,881
22 No 0 0
23 No 1,797,012 0
24 No 0 412
25 No 0 1,661
26 No 0 1,820
27 No 5,000 1,361
28 No 0 361
29 No 0 235
30 No 0 218
31 No 0 360
32 No 30,000 683
- ---------------------------------------------------------------------------------------------------------
33 No 699,050 0
34 10/5/2005 10%, 15% No 0 2,156
35 No 50,563 2,527
36 11/28/2005 16 No 102,938 0
37 0 0
37.01 No
37.02 No
- ---------------------------------------------------------------------------------------------------------
38 8/11/2005 12 No 12,500 0
39 No 0 3,076
40 No 25,750 1,200,000
41 No 0 0
42 No 0 567,000
- ---------------------------------------------------------------------------------------------------------
43 12/19/2005 11 No 0 2,073
44 11/29/2005 17 No 0 0
45 1,178,900 2,269,389
45.01 No
45.02 No
46 350,751 1,770,000
46.01 No
46.02 No
46.03 No
46.04 No
46.05 No
46.06 No
46.07 No
46.08 No
46.09 No
46.10 No
46.11 No
47 1,345,426 237,253
47.01 No
47.02 No
- ---------------------------------------------------------------------------------------------------------
48 No 0 0
49 9/12/2005 11 No 8,188 4,555
50 9/12/2005 <10% No 8,688 3,563
51 No 0 2,878
52 No 0 0
- ---------------------------------------------------------------------------------------------------------
53 No 123,306 0
54 No 18,938 0
55 7/14/2005 16 No 0 0
56 No 0 0
57 No 0 0
- ---------------------------------------------------------------------------------------------------------
58 9/29/2005 15 No 0 1,695
59 No 18,500 2,619
60 No 0 0
61 11/29/2005 17 No 0 0
62 No 0 2,100
- ---------------------------------------------------------------------------------------------------------
63 No 0 0
64 No 0 0
65 No 0 0
66 No 0 0
67 No 2,063 100,000
- ---------------------------------------------------------------------------------------------------------
68 No 17,063 1,395
69 No 0 0
70 No 17,063 0
71 No 0 38,515
72 8/15/2005 9 No 0 0
- ---------------------------------------------------------------------------------------------------------
73 No 0 0
74 11/28/2005 16 No 0 0
75 No 0 0
76 No 0 0
77 No 0 0
- ---------------------------------------------------------------------------------------------------------
78 No 46,375 0
79 No 16,875 14,000
80 No 0 0
81 No 0 0
82 No 0 0
83 No 0 0
- ---------------------------------------------------------------------------------------------------------
84 No 0 0
85 No 6,250 4,658
86 28,563 0
86.01 No
86.02 No
86.03 No
86.04 No
86.05 No
87 No 0 0
88 No 0 0
- ---------------------------------------------------------------------------------------------------------
89 No 0 1,586
90 11/7/2005 15 No 0 13,184
91 11/23/2005 21 Yes 0 300,000
92 No 28,125 1,346
93 No 0 0
- ---------------------------------------------------------------------------------------------------------
94 No 500,000 0
95 No 0 0
96 No 0 0
97 0 0
97.01 No
97.02 No
98 No 0 743
- ---------------------------------------------------------------------------------------------------------
99 No 0 1,250
100 0 0
100.01 No
100.02 No
101 No 0 0
102 No 16,000 1,217
103 No 0 582
- ---------------------------------------------------------------------------------------------------------
104 No 0 0
105 No 0 0
106 No 0 1,059
107 No 0 0
108 11/14/2005 <10% No 0 311
- ---------------------------------------------------------------------------------------------------------
109 0 0
109.01 No
109.02 No
110 No 0 4,407
111 No 262,500 2,657
112 No 0 272
113 No 0 0
- ---------------------------------------------------------------------------------------------------------
114 No 16,200 0
115 9/28/2005 9 No 0 10,849
116 No 9,743 0
117 No 0 4,375
118 625 0
118.01 No
118.02 No
118.03 No
118.04 No
- ---------------------------------------------------------------------------------------------------------
119 3/7/2005 16 No 11,950 1,451
120 10/13/2005 18 No 0 456
121 No 0 0
122 No 0 100,000
123 0 0
123.01 No
123.02 No
123.03 No
123.04 No
- ---------------------------------------------------------------------------------------------------------
124 No 152,224 1,638
125 No 0 585
126 No 103,450 5,280
127 12/5/2005 16 No 0 0
128 10/14/2005 18 No 0 0
- ---------------------------------------------------------------------------------------------------------
129 No 0 1,110
130 No 0 0
131 11/11/2005 19 No 2,625 17,900
132 No 92,813 0
133 No 0 20,000
- ---------------------------------------------------------------------------------------------------------
134 12/30/2005 <10% No 0 208
135 No 0 0
136 No 0 0
137 No 0 0
138 10/11/2005 10 No 0 782
- ---------------------------------------------------------------------------------------------------------
139 No 257,500 5,406
140 No 0 358
141 No 0 1,550
142 No 44,235 3,673
143 No 0 312
- ---------------------------------------------------------------------------------------------------------
144 No 0 0
145 No 1,250 2,673
146 No 263,750 868
147 No 0 0
148 No 151,750 600
- ---------------------------------------------------------------------------------------------------------
149 No 0 2,042
150 10/11/2005 10 No 0 781
151 No 0 0
152 No 0 1,052
153 No 0 236
- ---------------------------------------------------------------------------------------------------------
154 0 826
154.01 No
154.02 No
155 No 0 0
156 No 0 0
157 No 0 0
158 1/4/2006 12 No 0 134
- ---------------------------------------------------------------------------------------------------------
159 No 0 0
160 No 0 0
161 No 0 0
162 No 0 243
163 No 275,000 1,793
- ---------------------------------------------------------------------------------------------------------
164 No 0 0
165 11/7/2005 12 No 0 0
166 No 13,125 455
167 No 0 0
168 No 0 1,263
- ---------------------------------------------------------------------------------------------------------
169 No 0 1,104
170 No 6,084 0
171 8/23/2005 26%, 29% Yes 0 0
172 No 0 91
173 No 0 891
- ---------------------------------------------------------------------------------------------------------
174 No 0 665
175 No 50,013 2,614
176 No 0 1,390
177 6/3/2005 12 No 0 0
178 No 0 119
- ---------------------------------------------------------------------------------------------------------
179 No 0 5,991
180 No 19,375 1,272
181 11/1/2005 14 No 4,126 0
182 12/2/2005 17 No 0 0
183 No 0 1,613
- ---------------------------------------------------------------------------------------------------------
184 7/26/2005 10 No 0 0
185 No 0 0
186 No 0 563
187 No 0 140
188 0 608
MONTHLY ACTUAL MONTHLY
CONTROL REPLACEMENT UPFRONT MONTHLY MONTHLY INSURANCE
NUMBER RESERVES ($) TI / LC ($) TI / LC ($) TAX ESCROW ($) ESCROW ($)
- ---------------------------------------------------------------------------------------------------------------
1 0 0 0 0 0
2 0 0 0 0 0
2.01
2.02
2.03
2.04
2.05
2.06
2.07
2.08
2.09
3 210,329 0 0 169,117 77,829
3.01
3.02
3.03
3.04
3.05
3.06
3.07
3.08
4 118,590 0 0 238,887 95,721
4.01
4.02
4.03
4.04
4.05
4.06
4.07
4.08
4.09
5 0 382,000 0 232,436 29,323
- ------------------------------------------------------------------------------------------------------------
6 0 0 0 0 0
7 0 0 0 0 0
8 0 0 0 0 0
8.01
8.02
8.03
8.04
8.05
8.06
8.07
8.08
9 12,787 2,767,238 0 103,188 13,011
10 8,795 1,990,191 43,975 51,667 7,116
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
10.12
10.13
10.14
- ------------------------------------------------------------------------------------------------------------
11 11,660 14,580 14,580 80,000 12,290
11.01
11.02
11.03
12 2,726 400,000 0 57,463 7,958
13 6,054 2,544,762 0 37,333 8,171
14 6,844 0 0 80,400 6,523
15 3,733 0 0 86,144 7,435
- ------------------------------------------------------------------------------------------------------------
16 5,173 3,168,469 0 39,627 6,784
17 7,950 0 39,748 87,898 22,158
17.01
17.02
17.03
17.04
17.05
17.06
17.07
17.08
17.09
17.10
17.11
17.12
17.13
17.14
17.15
17.16
17.17
17.18
17.19
17.20
17.21
17.22
17.23
17.24
17.25
17.26
17.27
17.28
17.29
17.30
17.31
17.32
17.33
17.34
17.35
17.36
17.37
18 20,281 250,000 20,282 96,477 16,283
18.01
18.02
18.03
18.04
18.05
18.06
18.07
18.08
18.09
18.10
18.11
18.12
18.13
19 5,263 3,096,877 0 85,777 0
20 0 0 0 0 0
20.01
20.02
20.03
20.04
20.05
20.06
20.07
20.08
- ------------------------------------------------------------------------------------------------------------
21 4,881 3,500,000 21,151 60,743 4,819
22 0 1,135,713 0 58,086 9,312
23 0 0 0 0 0
24 412 0 0 6,899 443
25 1,661 0 0 2,360 564
26 1,820 0 0 6,862 191
27 1,361 0 0 4,345 478
28 361 0 0 1,413 310
29 235 0 0 2,369 151
30 218 0 0 1,183 525
31 360 0 0 1,748 190
32 683 0 0 1,426 211
- ------------------------------------------------------------------------------------------------------------
33 5,474 450,000 0 55,981 0
34 2,156 0 0 13,120 2,169
35 2,527 0 0 24,047 4,416
36 2,268 0 0 20,355 23,942
37 11,167 0 0 41,935 9,716
37.01
37.02
- ------------------------------------------------------------------------------------------------------------
38 1,747 2,000,000 60,107 18,208 8,000
39 3,076 250,000 0 57,047 6,720
40 0 3,967,143 0 70,000 3,800
41 0 717,869 0 7,787 5,292
42 0 0 0 84,565 13,994
- ------------------------------------------------------------------------------------------------------------
43 2,073 4,847 4,847 5,952 1,738
44 0 350,000 0 0 0
45 0 0 0 25,333 27,003
45.01
45.02
46 292,557 0 0 212,400 84,471
46.01
46.02
46.03
46.04
46.05
46.06
46.07
46.08
46.09
46.10
46.11
47 6,361 3,575,000 15,267 55,175 17,423
47.01
47.02
- ------------------------------------------------------------------------------------------------------------
48 0 94,000 5,819 23,688 3,969
49 4,555 0 0 17,007 3,496
50 3,563 0 0 12,775 2,340
51 2,878 6,667 6,667 13,228 0
52 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------
53 7,618 0 38,079 44,500 0
54 1,979 600,000 0 72,836 2,319
55 2,309 218,125 4,618 12,026 3,120
56 7,251 100,000 6,889 15,511 4,080
57 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------
58 1,695 200,000 6,358 21,670 1,468
59 2,619 11,038 11,038 20,581 4,029
60 2,058 400,000 0 23,542 12,701
61 0 0 0 0 0
62 2,100 226,500 6,500 17,098 2,630
- ------------------------------------------------------------------------------------------------------------
63 1,891 0 0 24,261 2,521
64 0 0 0 0 0
65 0 0 0 0 0
66 6,666 0 0 12,865 0
67 2,114 1,100,000 0 21,642 2,866
- ------------------------------------------------------------------------------------------------------------
68 1,395 300,000 0 14,310 1,528
69 1,677 200,000 5,589 0 0
70 1,926 0 0 20,911 2,156
71 0 0 0 22,945 1,036
72 5,000 0 0 18,583 5,126
- ------------------------------------------------------------------------------------------------------------
73 0 0 0 0 0
74 1,827 250,000 9,135 12,469 1,530
75 0 0 0 0 0
76 5,000 50,000 25,000 32,385 0
77 0 0 0 6,335 0
- ------------------------------------------------------------------------------------------------------------
78 1,615 0 2,605 25,000 0
79 1,873 18,667 9,333 15,205 1,887
80 0 0 0 0 0
81 894 0 4,470 19,021 0
82 0 0 0 12,262 4,863
83 0 0 0 13,895 3,196
- ------------------------------------------------------------------------------------------------------------
84 12,359 0 0 9,526 6,912
85 4,658 0 0 18,102 9,642
86 3,264 0 0 15,970 2,631
86.01
86.02
86.03
86.04
86.05
87 0 0 0 0 0
88 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------
89 1,586 175,000 0 8,353 1,305
90 0 0 0 6,090 1,834
91 0 7,500 7,500 15,238 13,060
92 1,346 0 0 8,599 1,304
93 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------
94 1,378 350,000 0 18,659 1,647
95 1,589 523,855 6,667 11,333 1,373
96 1,609 328,650 6,667 9,250 1,357
97 1,672 250,000 6,192 12,872 3,623
97.01
97.02
98 743 0 0 15,213 3,905
- ------------------------------------------------------------------------------------------------------------
99 1,250 4,167 4,167 13,980 2,339
100 0 0 22,644 0 0
100.01
100.02
101 0 232,319 1,072 18,724 2,425
102 1,217 14,583 14,583 15,790 2,296
103 582 1,454 1,454 7,197 858
- ------------------------------------------------------------------------------------------------------------
104 0 0 0 0 0
105 1,297 300,000 0 7,296 3,164
106 1,059 5,833 5,833 16,748 2,275
107 538 0 0 14,388 3,600
108 311 0 0 0 0
- ------------------------------------------------------------------------------------------------------------
109 0 0 0 0 0
109.01
109.02
110 4,407 0 0 9,848 4,167
111 1,329 13,104 6,552 13,444 1,741
112 272 1,667 1,667 562 1,184
113 8,512 0 0 11,845 9,612
- ------------------------------------------------------------------------------------------------------------
114 5,417 0 0 12,687 5,802
115 11,969 0 0 14,006 5,685
116 5,000 0 0 14,593 5,356
117 9,853 0 0 7,586 4,634
118 0 0 0 0 0
118.01
118.02
118.03
118.04
- ------------------------------------------------------------------------------------------------------------
119 1,451 0 0 6,619 1,350
120 228 2,308 1,154 3,143 1,946
121 0 0 0 0 0
122 1,048 500,000 0 9,738 885
123 0 0 0 0 0
123.01
123.02
123.03
123.04
- ------------------------------------------------------------------------------------------------------------
124 1,638 200,000 11,035 5,790 1,728
125 585 3,333 3,333 1,860 1,254
126 5,280 0 0 9,288 2,105
127 0 0 0 8,163 1,412
128 1,349 850,000 0 9,616 5,674
- ------------------------------------------------------------------------------------------------------------
129 1,110 400,000 0 9,282 840
130 689 0 3,333 5,821 439
131 1,450 0 0 4,814 2,728
132 347 0 0 18,441 531
133 803 0 0 9,443 1,233
- ------------------------------------------------------------------------------------------------------------
134 208 1,867 1,867 3,147 588
135 0 1,750 1,750 3,633 767
136 331 0 1,667 5,780 1,697
137 0 0 0 0 0
138 391 7,788 3,894 5,465 713
- ------------------------------------------------------------------------------------------------------------
139 5,406 0 0 14,143 2,864
140 358 0 0 4,447 146
141 1,550 4,167 4,167 13,396 1,936
142 3,673 0 0 5,352 3,669
143 312 0 0 2,682 156
- ------------------------------------------------------------------------------------------------------------
144 0 0 1,668 11,334 375
145 2,673 0 0 3,427 3,026
146 868 0 0 9,230 1,042
147 0 0 0 0 0
148 600 1,579 1,579 3,400 697
- ------------------------------------------------------------------------------------------------------------
149 2,042 0 0 6,201 4,164
150 390 7,782 3,891 5,465 713
151 0 107,786 968 7,327 726
152 1,052 3,083 3,083 3,449 795
153 236 1,181 1,181 2,727 1,567
- ------------------------------------------------------------------------------------------------------------
154 826 0 0 4,249 1,447
154.01
154.02
155 0 0 0 0 0
156 0 0 0 6,539 801
157 0 0 0 6,496 919
158 134 0 0 3,505 344
- ------------------------------------------------------------------------------------------------------------
159 226 0 528 0 0
160 0 0 0 0 0
161 408 0 0 9,957 1,049
162 243 320,000 1,330 3,005 342
163 897 0 0 1,667 1,444
- ------------------------------------------------------------------------------------------------------------
164 0 0 0 0 0
165 0 205,000 0 0 0
166 455 2,083 2,083 8,809 547
167 987 0 0 1,636 775
168 632 0 0 1,667 1,444
- ------------------------------------------------------------------------------------------------------------
169 552 0 0 1,667 1,018
170 0 0 0 5,800 859
171 0 0 0 3,225 1,559
172 91 81,953 0 308 320
173 891 0 0 3,990 763
- ------------------------------------------------------------------------------------------------------------
174 665 3,517 3,517 5,869 2,307
175 2,614 0 0 4,350 1,009
176 1,390 24,388 1,888 7,290 685
177 0 0 0 2,096 667
178 119 2,083 2,083 1,604 1,418
- ------------------------------------------------------------------------------------------------------------
179 0 0 0 0 0
180 1,272 0 0 4,939 3,004
181 0 0 0 0 0
182 0 0 0 0 0
183 538 0 0 2,853 419
- ------------------------------------------------------------------------------------------------------------
184 0 0 0 2,754 590
185 0 0 0 2,936 343
186 563 2,810 2,810 2,842 1,886
187 140 1,333 1,333 1,057 230
188 608 15,000 0 3,518 203
CONTROL
NUMBER BORROWER NAME
- -------------- -----------------------------------------------------------------------------------
1 TRG Charlotte LLC
2 ATRIUM FINANCE III, LP
2.01
2.02
2.03
2.04
2.05
2.06
2.07
2.08
2.09
NESBITT LYNWOOD PROPERTY LLC; NESBITT PORTLAND PROPERTY LLC; NESBITT COLORADO
SPRINGS PROPERTY LLC; NESBITT DENVER PROPERTY LLC; NESBITT EL PASO PROPERTY L.P.;
NESBITT LIVONIA PROPERTY LLC; NESBITT BLUE ASH PROPERTY LLC; NESBITT BELLEVUE
3 PROPERTY LLC
3.01
3.02
3.03
3.04
3.05
3.06
3.07
3.08
SRH/LA COVE VILLAGE APARTMENTS, LLC; SRH/LA DUTCH VILLAGE
APARTMENTS, LLC; SRH/LA FONTANA APARTMENTS, LLC; SRH/LA HAMILTON
MANOR APARTMENTS, LLC; SRH/LA HIGHLAND #179 APARTMENTS, LLC;
SRH/LA HIGHLAND #241 APARTMENTS, LLC; SRH/LA HIGHLAND #689
APARTMENTS, LLC; SRH/LA PLEASANTVIEW APARTMENTS, LLC;
SRH/LA RIVERVIEW APARTMENTS, LLC; SRH/LA WHISPERING WOODS #250
APARTMENTS, LLC; SRH/LA WHISPERING
WOODS #299 APARTMENTS, LLC; SRH/LA WHITEMARSH I, II, V
APARTMENTS, LLC; SRH/LA WHITEMARSH III APARTMENTS, LLC; SRH/LA
WHITEMARSH IVA APARTMENTS, LLC; SRH/LA WHITEMARSH IVB
APARTMENTS, LLC; SRH/LA HARBOR POINT I, II IV APARTMENTS, LLC;
4 SRH/LA HARBOR POINT III APARTMENTS, LLC
4.01
4.02
4.03
4.04
4.05
4.06
4.07
4.08
4.09
5 Commerce Square Partners-Philadelphia Plaza, L.P.
- -------------- -----------------------------------------------------------------------------------
6 La Cantera Retail Limited Partnership
7 WV Sub, LLC
134, LLC; ASI, LLC; 7000 CG, LLC; 7320 PD, LLC; 8621 RFD, LLC; 8661 RFD, LLC;
8 6940 CGD, LLC
8.01
8.02
8.03
8.04
8.05
8.06
8.07
8.08
9 Transwestern Broadreach WTC, LLC
10 CIP AIRPORT INDUSTRIAL/FLEX PORTFOLIO, LLC
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
10.12
10.13
10.14
- -------------- -----------------------------------------------------------------------------------
11 HP SHOWPLACE INVESTORS IV, LLC
11.01
11.02
11.03
12 Brickman Durham LLC
13 Met Park East IV, LLC
14 ACP/Millennium LLC
15 BentleyForbes Watergate, LLC
- -------------- -----------------------------------------------------------------------------------
16 Park Place IV, LLC
17 COLDWATER PORTFOLIO PARTNERS, LLC
17.01
17.02
17.03
17.04
17.05
17.06
17.07
17.08
17.09
17.10
17.11
17.12
17.13
17.14
17.15
17.16
17.17
17.18
17.19
17.20
17.21
17.22
17.23
17.24
17.25
17.26
17.27
17.28
17.29
17.30
17.31
17.32
17.33
17.34
17.35
17.36
17.37
18 SEALY SW PROPERTIES, L.P.
18.01
18.02
18.03
18.04
18.05
18.06
18.07
18.08
18.09
18.10
18.11
18.12
18.13
19 Reid Murdoch LLC
20 ATRIUM FINANCE I, LP
20.01
20.02
20.03
20.04
20.05
20.06
20.07
20.08
- -------------- -----------------------------------------------------------------------------------
21 ARI- Atrium Office Building, LLC; ARI - AOB 1, LLC; ARI - AOB 2,
LLC; ARI - AOB 3, LLC; ARI - AOB 4, LLC; ARI - AOB 5, LLC; ARI -
AOB 6, LLC; ARI - AOB 7, LLC;
ARI - AOB 8, LLC
22 DMB Market Street LLC
Somera DFW Lakes Owner LP; BRZI-DFW Lakes Owner, LP; TBZI-DFW Lakes Owner, LP;
23 BFZI-DFW Lakes Owner, LP; PCZI-DFW Lakes Owner, LP
24 Greenville (Woodruff) WMB, LLC
25 Surfside Beach (Surfside) WMB, LLC
26 Lexington (East Towne) WMB, LLC
27 Georgetown (Plantation) WMB, LLC
28 Seaford (Sussex) WMB, LLC
29 Smithfield (Smithfield) WMB, LLC
30 Covington (Riverbend) WMB, LLC
31 Pocomoke Guarantor, LLC
32 Taylorsville (Taylorsville) WMB, LLC
- -------------- -----------------------------------------------------------------------------------
33 Westland Promenade Limited Partnership
34 Murrieta Spectrum, L.P.
35 Woodglen Associates, L.L.C.
36 Broadway 801 Gateway Fee LLC
37 PARKWAY VISTA, I, LP; OAKWOOD VISTA, I, LP
37.01
37.02
- -------------- -----------------------------------------------------------------------------------
38 Maguire Partners-1733 Ocean, LLC
39 1996 Pavilion Assoc., L.P.
40 550 Mamaroneck Avenue Associates, LLC; 600 Mamaroneck Avenue Associates, LLC
41 Outer Drive 39 Development Co., LLC
Passco Villa Toscana S, LLC; Villa Toscana TIC 4, LP; Villa Toscana TIC 1, LP;
Villa Toscana TIC 2, LP; Villa Toscana TIC 3, LP; Passco Villa Toscana H, LLC;
Villa Toscana TIC 15, LP; Villa Toscana TIC 9, LP; Villa Toscana TIC 20, LP;
Villa Toscana TIC 10, LP; Villa Toscana TIC 11, LP; Villa Toscana TIC 24, LP;
Villa Toscana TIC 19, LP; Villa Toscana TIC 14, LP; Villa Toscana TIC 23, LP;
Villa Toscana TIC 21, LP; Villa Toscana TIC 5, LP; Villa Toscana TIC 7, LP; Villa
Toscana TIC 16, LP; Villa Toscana TIC 17, LP; Villa Toscana TIC 6, LP; Villa
Toscana TIC 22, LP; Villa Toscana TIC 27, LP; Villa Toscana TIC 26, LP; Villa
Toscana TIC 8, LP; Villa Toscana TIC 13, LP; Villa Toscana TIC 18, LP; Villa
Toscana TIC 28, LP; Villa Toscana TIC 29, LP; Villa Toscana TIC 30, LP; Villa
Toscana TIC 32, LP; Villa Toscana TIC 31, LP; Villa Toscana TIC 25, LP; Villa
42 Toscana TIC 33, LP
- -------------- -----------------------------------------------------------------------------------
43 Zephyr Cove Investors LLC
44 1400 Fashion Island LLC
45 E & B HONOLULU HOTELS LLC
45.01
45.02
SHANER PITTSBURGH HOTEL LIMITED PARTNERSHIP; SHANER TRADE CENTER HOTEL ASSOCIATES
46 LIMITED PARTNERSHIP; SHANER SPE ASSOCIATES LIMITED PARTNERSHIP
46.01
46.02
46.03
46.04
46.05
46.06
46.07
46.08
46.09
46.10
46.11
47 OVC PROPERTIES, LLC; MILILANI STREET PROPERTIES, LLC
47.01
47.02
- -------------- -----------------------------------------------------------------------------------
48 LAL Crescent LLC
49 Wyosea Alderbrook Associates, LLC
50 Wyosea Summit Associates, LLC
51 Ocean City Factory Outlets Acceptance Company, LLC
52 WG Sterling VA LLC
- -------------- -----------------------------------------------------------------------------------
53 L&J Manchester II LLC
54 Tampa Rinaldi Porter Ranch Center, LLC
55 Nordhoff Investment Company, LLC
56 Market Center Seven, LLC
57 EPT Hamilton, Inc.
- -------------- -----------------------------------------------------------------------------------
58 ARI - Copley Business Center, LLC; ARI - CBC 1, LLC; ARI - CBC
2, LLC; ARI - CBC 3, LLC; ARI - CBC 4, LLC; ARI - CBC 5, LLC; ARI - CBC 6, LLC;
ARI - CBC 7, LLC; ARI - CBC 8, LLC; ARI - CBC 9, LLC; ARI - CBC 10, LLC; ARI -
CBC 11, LLC; ARI - CBC 12, LLC; ARI - CBC 13, LLC; ARI - CBC 14, LLC; ARI - CBC
15, LLC; ARI - CBC 16, LLC; ARI - CBC 17, LLC; ARI - CBC 18, LLC; ARI - CBC 19,
LLC; ARI - CBC 20, LLC; ARI - CBC 21, LLC; ARI - CBC 22, LLC; ARI - CBC 23, LLC;
ARI - CBC 24, LLC; ARI - CBC 25, LLC; ARI - CBC 26, LLC; ARI - CBC 27, LLC; ARI -
CBC 28, LLC; ARI - CBC 29, LLC; ARI - CBC 30, LLC; ARI - CBC 31, LLC; ARI - CBC
32, LLC; ARI - CBC 33, LLC; ARI - CBC 34, LLC; ARI - CBC 35, LLC
59 Butters Real Estate Fund III, LTD., MB WAMU Vista, LLC and STJ Suntech, LLC
60 Amera Financial Plaza, Ltd.
61 1450 Mariners Island LLC
62 Mountain High APOC, LLC and TSL APOC, LLC
- -------------- -----------------------------------------------------------------------------------
63 Kimschott Whitehall LP
64 EPT Deer Valley, Inc.
65 EPT Boise, Inc.
66 DC Hotels, L.L.C.
67 Danbury General Partners, LLC
- -------------- -----------------------------------------------------------------------------------
68 USA Matthews Corner, LLC, USA Matthews Corners 1, LLC, USA
Matthews Corners 2, LLC, USA Matthews Corners 3, LLC, USA Matthews Corners 4,
LLC, USA Matthews
Corners 5, LLC, USA Matthews Corners 6, LLC, USA Matthews 7, LLC, USA Matthews 8,
LLC, USA Matthews 9, LLC, USA Matthews Corners 10, LLC, USA Matthews Corners 11,
LLC, USA Matthews Corners 13, LLC, USA Matthews Corners 14, LLC, USA Matthews
Corners 15, LLC, USA Matthews Corners 16, LLC, USA Matthews Corners 17, LLC, USA
Matthews Corners 18, LLC, USA Matthews Corners 21, LLC, USA Matthews Corners 22,
LLC, USA Matthews Corners 23, LLC, USA Matthews Corners 24, LLC, USA Matthews
Corners 26, LLC and USA Matthews Corners 29, LLC
69 Inspiration International, LLC
70 NK - Bridgewater Property LLC
71 RPI Cedar Hill, Ltd.
72 Monte Bello Apartments, LLC
- -------------- -----------------------------------------------------------------------------------
73 101 Park Avenue, LLC
74 Balentine, L.P.
75 GI Tampa Realco, LLC
76 EP Office Holdings, L.P.
77 Falcon Landing, LLC
- -------------- -----------------------------------------------------------------------------------
78 Pacesetter/Ramapo Associates
79 Rancho Pacific Tetra Woodlands, LLC
80 Windsor (USA) Inc.
81 Goodman/Friedman LLC
82 South Florida Centers, LLC
83 City Center Properties, LLC
- -------------- -----------------------------------------------------------------------------------
84 Windjammer Investment Associates, LLC
85 8530 Cedros Avenue, LLC
86 SHREVE STORAGE EQUITIES, L.L.C.
86.01
86.02
86.03
86.04
86.05
87 EPT Pompano, Inc.
88 EPT Little Rock, Inc.
- -------------- -----------------------------------------------------------------------------------
89 Sudley Road (7900), LLC
90 Via Princessa Partners L.P.
91 19951 Roscoe Blvd., LLC
92 Granite Cottonwood, L.L.C., CTC Tomlinson, L.L.C. and CTC Ellington, L.L.C.
93 Flamingo Partners LLC
- -------------- -----------------------------------------------------------------------------------
94 Transwestern 313 Washington, L.L.C.
95 Brookwood Century Springs East, LLC
96 Brookwood Century Springs West, LLC
97 VERDE SPE-I, LLC
97.01
97.02
98 Rancho Sunset Plaza, LP
- -------------- -----------------------------------------------------------------------------------
99 TWHQ, LLC
100 WRT-SOUTH BURLINGTON PROPERTY LLC; WRT-ANDOVER PROPERTY LLC
100.01
100.02
101 Weston III, LLC
102 Patapsco Landing LLC
103 Next Cherry Creek, L.L.C.
- -------------- -----------------------------------------------------------------------------------
104 10th and Pearl, LLC
105 Dorsey IV LLC
106 Michigan Orthopedic Center Properties
Gemini Boynton Beach S, LLC; Gemini Boynton Beach 1, LLC; Gemini Boynton Beach 2,
LLC; Gemini Boynton Beach 3, LLC; Gemini Boynton Beach 4, LLC; Gemini Boynton
Beach 5, LLC; Gemini Boynton Beach 6, LLC; Gemini Boynton Beach 7, LLC; Gemini
Boynton Beach 8, LLC; Gemini Boynton Beach 9, LLC; Gemini Boynton Beach H, LLC;
Gemini Boynton Beach 10, LLC; Gemini Boynton Beach 11, LLC; Gemini Boynton Beach
12, LLC; Gemini Boynton Beach 13, LLC; Gemini Boynton Beach 14, LLC; Gemini
107 Boynton Beach 15, LLC; Gemini Boynton Beach 16, LLC
108 Lone Tree Center, LLC
- -------------- -----------------------------------------------------------------------------------
109 WESTMINSTER ADVANTAGE LLC AND WESTMINSTER REGENCY LLC
109.01
109.02
110 HFT Stones River I, LLC
111 RP Southwood, L. P.
112 Rita & Houghton, L.L.C.
113 BRAY & GILLESPIE XXXVI, LLC
- -------------- -----------------------------------------------------------------------------------
114 Wellington Real Estate Partners, L.P.
115 Pollin Hotels, LLC
116 Pine Oaks Real Estate Partners, L.P.
117 HHC Brookwood Durham, LLC
PAVILION NTB-FM 407, LP; PAVILION NTB-FORT WORTH, LP; PAVILION
NTB-PEARLAND EAST, 118 LP; PAVILION TK-SUMMERVILLE, LLC
118.01
118.02
118.03
118.04
- -------------- -----------------------------------------------------------------------------------
119 Calabasas Village, LLC
120 5251 Associates, Ltd
121 EPT Raleigh Theatres, Inc.
122 Meritage-Andover Holdings LLC
PAVILION NTB-TOMBALL, LP; PAVILION NTB-PASADENA, LP; PAVILION TK-WAKE FOREST,
123 LLC; PAVILION TK-BLUFFTON, LLC
123.01
123.02
123.03
123.04
- -------------- -----------------------------------------------------------------------------------
124 Kuebel Fuchs Properties No. 1, L.L.C.
125 LaPour Grand Central, LLC
126 Fox Brothers, LLC
127 Machado-San Antonio Partners, LLC
128 Downtown Properties IX, LLC
- -------------- -----------------------------------------------------------------------------------
129 Northchase I Venture, LLC
130 Avery at Morrocroft, LLC
131 Gramercy Drive Partners, LP
132 Next East Oak, LLC
133 CB Associates, LLC; CB-MEstate, LLC; CB-EMassell, LLC
- -------------- -----------------------------------------------------------------------------------
134 Roseville Parkway Retail, LLC
135 Pyramid Properties III, LLP
136 Belle Promenade Shops I, LLC
137 Acoma Drive, LLC
138 C&R North Point Project Building B, LLC
- -------------- -----------------------------------------------------------------------------------
139 Frontier Land Limited d/b/a Summers Frontier Land Limited
140 Shelby (Creekside) WMS, LLC
141 Willow View Partnership LP
142 Westwick Ventures, LLC
143 Florence (Southside) WMS, LLC
- -------------- -----------------------------------------------------------------------------------
144 Smith Realty Company - 3225 Neil Armstrong Blvd., L.L.P. and Michael M. Levine
and Maxine Levine as Trustees of the Michael and Maxine Levine Family Trust 2001
145 Wyosea Aspen Court Associates, LLC
146 Lockhill Partners, Ltd.
147 SHS Newnan Realco, LLC
148 HGW Courtyard LLC and RLW Commercial Property I, LLC
- -------------- -----------------------------------------------------------------------------------
149 397 South Sierra Madre Street, LLC
150 C&R North Point Project Building A, LLC
151 Weston V, LLC
152 Corporate II LLC
153 Duel San Benito, LP, Dounel San Benito, LP and San Benito Plaza, LP
- -------------- -----------------------------------------------------------------------------------
154 STORAGE R US OF AIKEN, LLC
154.01
154.02
155 RAP Palos Heights, LLC
156 Sawtelle Associates
Skillman Oram Partners, L.P., EKN Park Lane, L.P., KMN Park Lane, L.P. and GJN
157 Park Lane, L.P.
158 Austin-Cravings Union Landing, LLC
- -------------- -----------------------------------------------------------------------------------
159 Lifeway Center, LLC
160 RAP Lancaster I, LLC and RAP Lancaster II, LLC
161 Next Walton, LLC
162 Gilbert Investors, LLC
163 Omni Storage III, LLC
- -------------- -----------------------------------------------------------------------------------
164 University Square One, LLC and University Square Two, LLC
Offerman 4170 Douglas Blvd - B, LLC; Offerman 4170 Douglas Blvd- R, LLC; Offerman
165 4170 Douglas Blvd - S, LLC
166 Harbor Lane of Plymouth, LLC
167 Lake Park Storage, LLC
168 Omni Storage II, LLC
- -------------- -----------------------------------------------------------------------------------
169 Omni Storage, LLC
170 International Properties, Ltd.
171 Financial Plaza Investors, A California Limited Partnership
172 John Wayne Fazzari, L.L.C.
173 Litchfield Developers, LLC
- -------------- -----------------------------------------------------------------------------------
174 Grand View Center Associates, LLC
175 P&A Enterprises, Inc.
176 TriCor Properties
177 Iron Gate Partners 2, LLC
178 Wise Group, L.L.C.
- -------------- -----------------------------------------------------------------------------------
179 Arlington Investments Group, L.L.C. and Oberlin Group, L.L.C.
180 1326 Valencia Street, LLC
181 Hogan Arroyo Vista Investments, LLC
182 FPG Company, LLC
183 Riverest MHC, LLC
- -------------- -----------------------------------------------------------------------------------
184 ESMS Partners, L.P.
185 Mini U Storage Groesbeck III, LP
186 Lincoln Plaza Associates, LLC
187 Highland Small Shop Partners, LLC
188 FHS Associates-San Antonio, L.P.
CONTROL LOAN CASH GROUND GROUND LEASE
NUMBER PURPOSE LOCKBOX MANAGEMENT LEASE Y/N EXPIRATION DATE
- ---------------------------------------------------------------------------------------------------------------
1 Refinance Hard Springing No
2 ACQUISITION HARD IN PLACE
2.01 No
2.02 No
2.03 No
2.04 Yes 2/14/2046
2.05 No
2.06 No
2.07 No
2.08 No
2.09 No
3 REFINANCE HARD IN PLACE
3.01 No
3.02 No
3.03 No
3.04 No
3.05 No
3.06 No
3.07 No
3.08 No
4 REFINANCE SOFT SPRINGING
4.01 No
4.02 No
4.03 No
4.04 No
4.05 No
4.06 No
4.07 No
4.08 No
4.09 No
5 Refinance Hard Springing No
- ---------------------------------------------------------------------------------------------------------------
6 Refinance Hard Springing No
7 Acquisition Hard Springing No
8 REFINANCE HARD SPRINGING
8.01 No
8.02 No
8.03 No
8.04 No
8.05 No
8.06 No
8.07 No
8.08 No
9 Acquisition Hard In Place No
10 ACQUISITION HARD SPRINGING
10.01 No
10.02 No
10.03 No
10.04 No
10.05 No
10.06 No
10.07 No
10.08 No
10.09 No
10.10 No
10.11 No
10.12 No
10.13 No
10.14 No
- ---------------------------------------------------------------------------------------------------------------
11 ACQUISITION HARD SPRINGING
11.01 No
11.02 No
11.03 No
12 Acquisition Hard Springing No
13 Acquisition Hard Springing Yes 5/21/2045
14 Acquisition Hard In Place No
15 Acquisition Hard In Place Yes 2/28/2065
- ---------------------------------------------------------------------------------------------------------------
16 Acquisition Hard Springing Yes 6/16/2047
17 ACQUISITION SOFT IN PLACE
17.01 No
17.02 No
17.03 No
17.04 No
17.05 No
17.06 No
17.07 No
17.08 No
17.09 No
17.10 No
17.11 No
17.12 No
17.13 No
17.14 No
17.15 No
17.16 No
17.17 No
17.18 No
17.19 No
17.20 No
17.21 No
17.22 No
17.23 No
17.24 No
17.25 No
17.26 No
17.27 No
17.28 No
17.29 No
17.30 No
17.31 No
17.32 No
17.33 No
17.34 No
17.35 No
17.36 No
17.37 No
18 ACQUISITION HARD SPRINGING
18.01 No
18.02 No
18.03 No
18.04 No
18.05 No
18.06 Yes 8/31/2031
18.07 No
18.08 Yes 8/31/2031
18.09 No
18.10 Yes 8/31/2031
18.11 No
18.12 Yes 8/31/2031
18.13 Yes 8/31/2031
19 Refinance Hard Springing No
20 REFINANCE HARD IN PLACE
20.01 No
20.02 No
20.03 No
20.04 No
20.05 No
20.06 No
20.07 No
20.08 No
- ---------------------------------------------------------------------------------------------------------------
21 Acquisition Hard Springing No
22 Refinance No NAP No
23 Acquisition Soft Springing No
24 Acquisition No NAP No
25 Acquisition No NAP No
26 Acquisition No NAP No
27 Acquisition No NAP No
28 Acquisition No NAP No
29 Acquisition No NAP No
30 Acquisition No NAP No
31 Acquisition No NAP No
32 Acquisition No NAP No
- ---------------------------------------------------------------------------------------------------------------
33 Refinance Hard Springing No
34 Refinance No NAP No
35 Refinance No NAP Yes 7/1/2062
36 Acquisition Soft Springing No
37 REFINANCE SOFT SPRINGING
37.01 No
37.02 No
- ---------------------------------------------------------------------------------------------------------------
38 Refinance Hard Springing Yes 10/15/2086
39 Refinance No NAP Yes 7/20/2013
40 Acquisition Hard In Place Yes 9/30/2027
41 Refinance No NAP No
42 Acquisition Hard Springing No
- ---------------------------------------------------------------------------------------------------------------
43 Acquisition No NAP No
44 Refinance No NAP No
45 REFINANCE HARD IN PLACE
45.01 Yes 12/31/2045
45.02 Yes 12/31/2045
46 REFINANCE HARD SPRINGING
46.01 No
46.02 Yes 10/31/2051
46.03 No
46.04 No
46.05 No
46.06 Yes 7/14/2025
46.07 Yes 10/9/2062
46.08 Yes 10/31/2064
46.09 Yes 8/31/2013
46.10 No
46.11 No
47 ACQUISITION HARD SPRINGING
47.01 Yes 10/31/2039
47.02 Yes 7/31/2052
- ---------------------------------------------------------------------------------------------------------------
48 Acquisition Hard Springing No
49 Refinance No NAP No
50 Refinance No NAP No
51 Refinance No NAP Yes 12/30/2083
52 Acquisition No NAP No
- ---------------------------------------------------------------------------------------------------------------
53 Refinance Soft Springing No
54 Acquisition Hard In Place No
55 Acquisition Hard Springing No
56 Acquisition No NAP No
57 Refinance No NAP No
- ---------------------------------------------------------------------------------------------------------------
58 Acquisition Soft Springing No
59 Acquisition No NAP No
60 Acquisition No NAP No
61 Refinance No NAP No
62 Acquisition No NAP No
- ---------------------------------------------------------------------------------------------------------------
63 Acquisition No NAP No
64 Refinance No NAP No
65 Refinance No NAP Yes 11/30/2017
66 Refinance No NAP No
67 Acquisition Hard Springing No
- ---------------------------------------------------------------------------------------------------------------
68 Acquisition No NAP No
69 Refinance Soft In Place Yes 4/30/2028
70 Acquisition Hard Springing No
71 Refinance No NAP No
72 Acquisition Soft In Place No
- ---------------------------------------------------------------------------------------------------------------
73 Acquisition Hard Springing No
74 Refinance Soft Springing No
75 Acquisition Soft In Place No
76 Acquisition No NAP No
77 Refinance No NAP No
- ---------------------------------------------------------------------------------------------------------------
78 Refinance Hard Springing No
79 Refinance No NAP No
80 Acquisition Hard Springing No
81 Refinance Hard Springing Yes 8/29/2098
82 Acquisition No NAP No
83 Acquisition No NAP No
- ---------------------------------------------------------------------------------------------------------------
84 Refinance No NAP No
85 Refinance No NAP No
86 REFINANCE NO NAP
86.01 No
86.02 No
86.03 No
86.04 No
86.05 No
87 Refinance No NAP No
88 Refinance No NAP No
- ---------------------------------------------------------------------------------------------------------------
89 Refinance No NAP No
90 Refinance No NAP No
91 Acquisition Soft Springing No
92 Acquisition No NAP No
93 Refinance No NAP No
- ---------------------------------------------------------------------------------------------------------------
94 Acquisition Hard In Place No
95 Acquisition No NAP No
96 Acquisition No NAP No
97 REFINANCE HARD SPRINGING
97.01 No
97.02 No
98 Acquisition No NAP No
- ---------------------------------------------------------------------------------------------------------------
99 Acquisition No NAP No
100 ACQUISITION HARD SPRINGING
100.01 Yes 1/2/2010
100.02 Yes 1/2/2010
101 Acquisition No NAP No
102 Acquisition No NAP No
103 Acquisition No NAP No
- ---------------------------------------------------------------------------------------------------------------
104 Acquisition No NAP No
105 Refinance No NAP No
106 Refinance No NAP Yes 5/31/2043
107 Acquisition No NAP No
108 Refinance No NAP No
- ---------------------------------------------------------------------------------------------------------------
109 ACQUISITION NO NAP
109.01 No
109.02 No
110 Acquisition No NAP No
111 Acquisition No NAP No
112 Refinance No NAP No
113 Acquisition No NAP No
- ---------------------------------------------------------------------------------------------------------------
114 Acquisition No NAP No
115 Refinance Hard Springing Yes 12/31/2050
116 Acquisition No NAP No
117 Refinance No NAP No
118 REFINANCE HARD SPRINGING
118.01 No
118.02 No
118.03 No
118.04 No
- ---------------------------------------------------------------------------------------------------------------
119 Refinance No NAP No
120 Refinance No NAP No
121 Refinance No NAP No
122 Acquisition Hard Springing No
123 REFINANCE NO NAP
123.01 No
123.02 No
123.03 No
123.04 No
- ---------------------------------------------------------------------------------------------------------------
124 Refinance No NAP No
125 Refinance No NAP No
126 Acquisition No NAP No
127 Refinance No NAP No
128 Refinance Hard Springing No
- ---------------------------------------------------------------------------------------------------------------
129 Acquisition No NAP No
130 Refinance No NAP No
131 Acquisition Soft Springing No
132 Acquisition No NAP No
133 Acquisition No NAP No
- ---------------------------------------------------------------------------------------------------------------
134 Refinance No NAP No
135 Refinance No NAP No
136 Refinance No NAP No
137 Refinance No NAP No
138 Refinance No NAP No
- ---------------------------------------------------------------------------------------------------------------
139 Refinance No NAP No
140 Refinance No NAP No
141 Acquisition No NAP Yes 2/28/2027
142 Refinance No NAP No
143 Refinance No NAP No
- ---------------------------------------------------------------------------------------------------------------
144 Acquisition No NAP No
145 Refinance No NAP No
146 Acquisition No NAP No
147 Acquisition Soft Springing No
148 Refinance No NAP No
- ---------------------------------------------------------------------------------------------------------------
149 Acquisition No NAP No
150 Refinance No NAP No
151 Acquisition No NAP No
152 Acquisition No NAP No
153 Acquisition No NAP No
- ---------------------------------------------------------------------------------------------------------------
154 REFINANCE NO NAP
154.01 No
154.02 No
155 Acquisition No NAP No
156 Acquisition No NAP No
157 Acquisition No NAP No
158 Refinance No NAP No
- ---------------------------------------------------------------------------------------------------------------
159 Refinance No NAP No
160 Acquisition No NAP No
161 Refinance No NAP No
162 Refinance No NAP No
163 Refinance No NAP No
- ---------------------------------------------------------------------------------------------------------------
164 Acquisition No NAP No
165 Acquisition Soft Springing No
166 Acquisition No NAP No
167 Refinance No NAP No
168 Refinance No NAP No
- ---------------------------------------------------------------------------------------------------------------
169 Refinance No NAP No
170 Acquisition No NAP No
171 Refinance No NAP No
172 Refinance No NAP No
173 Refinance No NAP No
- ---------------------------------------------------------------------------------------------------------------
174 Refinance No NAP No
175 Acquisition No NAP No
176 Refinance No NAP No
177 Refinance No NAP No
178 Refinance No NAP No
- ---------------------------------------------------------------------------------------------------------------
179 Refinance No NAP No
180 Acquisition No NAP No
181 Refinance No NAP No
182 Acquisition No NAP No
183 Refinance No NAP No
- ---------------------------------------------------------------------------------------------------------------
184 Refinance No NAP No
185 Refinance No NAP No
186 Refinance No NAP No
187 Refinance No NAP Yes 9/30/2044
188 Refinance No NAP No
CONTROL ANNUAL GROUND B NOTE MEZZANINE
NUMBER LEASE PAYMENT ($) BALANCE ($) DEBT BALANCE($)
- ---------------------------------------------------------------------------------------------------------
1
2
2.01
2.02
2.03
2.04 $80,000 and Percentage Rent as required
2.05
2.06
2.07
2.08
2.09
3
3.01
3.02
3.03
3.04
3.05
3.06
3.07
3.08
4 20,000,000
4.01
4.02
4.03
4.04
4.05
4.06
4.07
4.08
4.09
5
- ---------------------------------------------------------------------------------------------------------
6 50,000,000
7
8
8.01
8.02
8.03
8.04
8.05
8.06
8.07
8.08
9
10
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
10.12
10.13
10.14
- ---------------------------------------------------------------------------------------------------------
11
11.01
11.02
11.03
12
13 39,500
14 8,090,000 8,090,000
15 93,575
- ---------------------------------------------------------------------------------------------------------
16 17,694
17 4,700,000
17.01
17.02
17.03
17.04
17.05
17.06
17.07
17.08
17.09
17.10
17.11
17.12
17.13
17.14
17.15
17.16
17.17
17.18
17.19
17.20
17.21
17.22
17.23
17.24
17.25
17.26
17.27
17.28
17.29
17.30
17.31
17.32
17.33
17.34
17.35
17.36
17.37
18
18.01
18.02
18.03
18.04
18.05
18.06 40,690
18.07
18.08 32,173
18.09
18.10 59,304
18.11
18.12 20,224
18.13 13,135
19
20
20.01
20.02
20.03
20.04
20.05
20.06
20.07
20.08
- ---------------------------------------------------------------------------------------------------------
21 5,000,000
22
23
24
25
26
27
28
29
30
31
32
- ---------------------------------------------------------------------------------------------------------
33
34
35 86,418
36
37
37.01
37.02
- ---------------------------------------------------------------------------------------------------------
38 684,000
39 48,440
40 460,000
41
42
- ---------------------------------------------------------------------------------------------------------
43
44
45
45.01 388,553
45.02 688,834
46 11,101,025
46.01
46.02 35,100
46.03
46.04
46.05
46.06 300,000
46.07 30,000
46.08 30,000
46.09 60,000
46.10
46.11
47
47.01 283,047
47.02 193,000
- ---------------------------------------------------------------------------------------------------------
48
49
50
51 130,493
52
- ---------------------------------------------------------------------------------------------------------
53 1,991,664
54
55
56
57
- ---------------------------------------------------------------------------------------------------------
58
59
60
61
62
- ---------------------------------------------------------------------------------------------------------
63
64
65 514,800
66
67
- ---------------------------------------------------------------------------------------------------------
68
69 222,220
70
71
72 7,834,125
- ---------------------------------------------------------------------------------------------------------
73
74
75
76
77
- ---------------------------------------------------------------------------------------------------------
78
79
80
81 1
82
83
- ---------------------------------------------------------------------------------------------------------
84
85
86
86.01
86.02
86.03
86.04
86.05
87
88
- ---------------------------------------------------------------------------------------------------------
89
90
91
92
93
- ---------------------------------------------------------------------------------------------------------
94
95
96
97
97.01
97.02
98
- ---------------------------------------------------------------------------------------------------------
99
100
100.01 99,920
100.02 51,584
101
102
103
- ---------------------------------------------------------------------------------------------------------
104
105
106 73,355
107
108
- ---------------------------------------------------------------------------------------------------------
109
109.01
109.02
110 495,000
111
112
113
- ---------------------------------------------------------------------------------------------------------
114
115 250,000
116
117
118
118.01
118.02
118.03
118.04
- ---------------------------------------------------------------------------------------------------------
119
120
121
122
123
123.01
123.02
123.03
123.04
- ---------------------------------------------------------------------------------------------------------
124
125
126
127
128
- ---------------------------------------------------------------------------------------------------------
129 380,000
130
131
132
133
- ---------------------------------------------------------------------------------------------------------
134
135
136
137
138
- ---------------------------------------------------------------------------------------------------------
139
140
141 75,000
142
143
- ---------------------------------------------------------------------------------------------------------
144
145
146
147
148
- ---------------------------------------------------------------------------------------------------------
149
150
151
152
153
- ---------------------------------------------------------------------------------------------------------
154
154.01
154.02
155
156
157
158
- ---------------------------------------------------------------------------------------------------------
159
160
161
162
163
- ---------------------------------------------------------------------------------------------------------
164
165
166
167
168
- ---------------------------------------------------------------------------------------------------------
169
170
171
172
173
- ---------------------------------------------------------------------------------------------------------
174
175
176
177
178
- ---------------------------------------------------------------------------------------------------------
179
180
181
182
183
- ---------------------------------------------------------------------------------------------------------
184
185
186
187 48,000
188
CONTROL TERRORISM INSURANCE EARNOUT P&I AFTER CONTROL
NUMBER REQUIRED EARNOUT (Y/N) AMOUNT ($) EARNOUT NUMBER
- ------------------------------------------------------------------------------------------------------------------------
1 Yes No 1
2 NO 2
2.01 Yes 2.01
2.02 Yes 2.02
2.03 Yes 2.03
2.04 Yes 2.04
2.05 Yes 2.05
2.06 Yes 2.06
2.07 Yes 2.07
2.08 Yes 2.08
2.09 Yes 2.09
3 NO 3
3.01 Yes 3.01
3.02 Yes 3.02
3.03 Yes 3.03
3.04 Yes 3.04
3.05 Yes 3.05
3.06 Yes 3.06
3.07 Yes 3.07
3.08 Yes 3.08
4 NO 4
4.01 Yes 4.01
4.02 Yes 4.02
4.03 Yes 4.03
4.04 Yes 4.04
4.05 Yes 4.05
4.06 Yes 4.06
4.07 Yes 4.07
4.08 Yes 4.08
4.09 Yes 4.09
5 Yes No 5
- ------------------------------------------------------------------------------------------------------------------------
6 Yes No 6
7 Yes No 7
8 NO 8
8.01 Yes 8.01
8.02 Yes 8.02
8.03 Yes 8.03
8.04 Yes 8.04
8.05 Yes 8.05
8.06 Yes 8.06
8.07 Yes 8.07
8.08 Yes 8.08
9 Yes No 9
10 NO 10
10.01 Yes 10.01
10.02 Yes 10.02
10.03 Yes 10.03
10.04 Yes 10.04
10.05 Yes 10.05
10.06 Yes 10.06
10.07 Yes 10.07
10.08 Yes 10.08
10.09 Yes 10.09
10.10 Yes 10.1
10.11 Yes 10.11
10.12 Yes 10.12
10.13 Yes 10.13
10.14 Yes 10.14
- ------------------------------------------------------------------------------------------------------------------------
11 NO 11
11.01 Yes 11.01
11.02 Yes 11.02
11.03 Yes 11.03
12 Yes No 12
13 Yes No 13
14 Yes No 14
15 Yes Yes 1,851,000 390,152.26 15
- ------------------------------------------------------------------------------------------------------------------------
16 Yes No 16
17 NO 17
17.01 Yes 17.01
17.02 Yes 17.02
17.03 Yes 17.03
17.04 Yes 17.04
17.05 Yes 17.05
17.06 Yes 17.06
17.07 Yes 17.07
17.08 Yes 17.08
17.09 Yes 17.09
17.10 Yes 17.1
17.11 Yes 17.11
17.12 Yes 17.12
17.13 Yes 17.13
17.14 Yes 17.14
17.15 Yes 17.15
17.16 Yes 17.16
17.17 Yes 17.17
17.18 Yes 17.18
17.19 Yes 17.19
17.20 Yes 17.2
17.21 Yes 17.21
17.22 Yes 17.22
17.23 Yes 17.23
17.24 Yes 17.24
17.25 Yes 17.25
17.26 Yes 17.26
17.27 Yes 17.27
17.28 Yes 17.28
17.29 Yes 17.29
17.30 Yes 17.3
17.31 Yes 17.31
17.32 Yes 17.32
17.33 Yes 17.33
17.34 Yes 17.34
17.35 Yes 17.35
17.36 Yes 17.36
17.37 Yes 17.37
18 NO 18
18.01 Yes 18.01
18.02 Yes 18.02
18.03 Yes 18.03
18.04 Yes 18.04
18.05 Yes 18.05
18.06 Yes 18.06
18.07 Yes 18.07
18.08 Yes 18.08
18.09 Yes 18.09
18.10 Yes 18.1
18.11 Yes 18.11
18.12 Yes 18.12
18.13 Yes 18.13
19 Yes No 19
20 NO 20
20.01 Yes 20.01
20.02 Yes 20.02
20.03 Yes 20.03
20.04 Yes 20.04
20.05 Yes 20.05
20.06 Yes 20.06
20.07 Yes 20.07
20.08 Yes 20.08
- ------------------------------------------------------------------------------------------------------------------------
21 Yes No 21
22 Yes No 22
23 Yes No 23
24 Yes No 24
25 Yes No 25
26 Yes No 26
27 Yes No 27
28 Yes No 28
29 Yes No 29
30 Yes No 30
31 Yes No 31
32 Yes No 32
- ------------------------------------------------------------------------------------------------------------------------
33 Yes No 33
34 Yes No 34
35 Yes No 35
36 Yes No 36
37 NO 37
37.01 Yes 37.01
37.02 Yes 37.02
- ------------------------------------------------------------------------------------------------------------------------
38 Yes No 38
39 Yes No 39
40 Yes No 40
41 Yes Yes 2,500,000 149,096.63 41
42 Yes No 42
- ------------------------------------------------------------------------------------------------------------------------
43 Yes No 43
44 Yes No 44
45 NO 45
45.01 Yes 45.01
45.02 Yes 45.02
46 NO 46
46.01 Yes 46.01
46.02 Yes 46.02
46.03 Yes 46.03
46.04 Yes 46.04
46.05 Yes 46.05
46.06 Yes 46.06
46.07 Yes 46.07
46.08 Yes 46.08
46.09 Yes 46.09
46.10 Yes 46.1
46.11 Yes 46.11
47 NO 47
47.01 Yes 47.01
47.02 Yes 47.02
- ------------------------------------------------------------------------------------------------------------------------
48 Yes No 48
49 Yes No 49
50 Yes No 50
51 Yes No 51
52 NAP No 52
- ------------------------------------------------------------------------------------------------------------------------
53 Yes No 53
54 Yes No 54
55 Yes No 55
56 Yes No 56
57 Yes No 57
- ------------------------------------------------------------------------------------------------------------------------
58 Yes No 58
59 Yes No 59
60 Yes No 60
61 Yes No 61
62 Yes No 62
- ------------------------------------------------------------------------------------------------------------------------
63 Yes No 63
64 Yes No 64
65 Yes No 65
66 Yes No 66
67 Yes No 67
- ------------------------------------------------------------------------------------------------------------------------
68 Yes No 68
69 Yes No 69
70 Yes No 70
71 Yes No 71
72 Yes No 72
- ------------------------------------------------------------------------------------------------------------------------
73 Yes No 73
74 Yes No 74
75 Yes No 75
76 Yes No 76
77 Yes No 77
- ------------------------------------------------------------------------------------------------------------------------
78 Yes No 78
79 Yes No 79
80 Yes No 80
81 Yes No 81
82 Yes No 82
83 Yes No 83
- ------------------------------------------------------------------------------------------------------------------------
84 Yes No 84
85 Yes No 85
86 NO 86
86.01 Yes 86.01
86.02 Yes 86.02
86.03 Yes 86.03
86.04 Yes 86.04
86.05 Yes 86.05
87 Yes No 87
88 Yes No 88
- ------------------------------------------------------------------------------------------------------------------------
89 Yes No 89
90 Yes Yes 3,300,000 40,268.48 90
91 Yes No 91
92 Yes Yes 450,000 55,766.36 92
93 Yes No 93
- ------------------------------------------------------------------------------------------------------------------------
94 Yes No 94
95 Yes No 95
96 Yes No 96
97 NO 97
97.01 Yes 97.01
97.02 Yes 97.02
98 Yes Yes 220,000 50,882.00 98
- ------------------------------------------------------------------------------------------------------------------------
99 Yes No 99
100 100
100.01 Yes 100.01
100.02 Yes 100.02
101 Yes Yes 1,224,000 44,187.44 101
102 Yes No 102
103 Yes No 103
- ------------------------------------------------------------------------------------------------------------------------
104 Yes No 104
105 Yes No 105
106 Yes No 106
107 Yes No 107
108 Yes No 108
- ------------------------------------------------------------------------------------------------------------------------
109 NO 109
109.01 Yes 109.01
109.02 Yes 109.02
110 Yes No 110
111 Yes No 111
112 Yes Yes 1,050,000 36,291.15 112
113 Yes No 113
- ------------------------------------------------------------------------------------------------------------------------
114 Yes No 114
115 Yes No 115
116 Yes No 116
117 Yes No 117
118 NO 118
118.01 Yes 118.01
118.02 Yes 118.02
118.03 Yes 118.03
118.04 Yes 118.04
- ------------------------------------------------------------------------------------------------------------------------
119 Yes No 119
120 Yes No 120
121 Yes No 121
122 Yes No 122
123 NO 123
123.01 Yes 123.01
123.02 Yes 123.02
123.03 Yes 123.03
123.04 Yes 123.04
- ------------------------------------------------------------------------------------------------------------------------
124 Yes No 124
125 Yes No 125
126 Yes No 126
127 Yes No 127
128 Yes No 128
- ------------------------------------------------------------------------------------------------------------------------
129 Yes No 129
130 Yes No 130
131 Yes No 131
132 Yes No 132
133 Yes No 133
- ------------------------------------------------------------------------------------------------------------------------
134 Yes No 134
135 Yes No 135
136 Yes No 136
137 Yes Yes 875,000 26,061.01 137
138 Yes No 138
- ------------------------------------------------------------------------------------------------------------------------
139 Yes No 139
140 Yes No 140
141 Yes No 141
142 Yes No 142
143 Yes No 143
- ------------------------------------------------------------------------------------------------------------------------
144 Yes No 144
145 Yes No 145
146 Yes No 146
147 Yes No 147
148 Yes No 148
- ------------------------------------------------------------------------------------------------------------------------
149 Yes No 149
150 Yes No 150
151 Yes Yes 235,000 22,231.46 151
152 Yes No 152
153 Yes No 153
- ------------------------------------------------------------------------------------------------------------------------
154 NO 154
154.01 Yes 154.01
154.02 Yes 154.02
155 Yes No 155
156 Yes No 156
157 Yes No 157
158 Yes No 158
- ------------------------------------------------------------------------------------------------------------------------
159 Yes No 159
160 Yes No 160
161 Yes No 161
162 Yes Yes 500,000 18,575.67 162
163 Yes No 163
- ------------------------------------------------------------------------------------------------------------------------
164 Yes No 164
165 Yes No 165
166 Yes No 166
167 Yes No 167
168 Yes No 168
- ------------------------------------------------------------------------------------------------------------------------
169 Yes No 169
170 Yes No 170
171 Yes No 171
172 Yes No 172
173 Yes No 173
- ------------------------------------------------------------------------------------------------------------------------
174 Yes No 174
175 Yes No 175
176 Yes Yes 545,000 12,831.95 176
177 Yes No 177
178 Yes No 178
- ------------------------------------------------------------------------------------------------------------------------
179 Yes No 179
180 Yes No 180
181 Yes No 181
182 Yes No 182
183 Yes No 183
- ------------------------------------------------------------------------------------------------------------------------
184 Yes No 184
185 Yes No 185
186 Yes No 186
187 Yes No 187
188 Yes No 188
CERTAIN CHARACTERISTICS OF THE MULTIFAMILY LOANS
CONTROL LOAN
NUMBER NUMBER PROPERTY NAME
- --------------------------------------------------------------------------------
4 05-0650 Maryland Multifamily Portfolio
4.01 05-0650 Commons at White Marsh Apartments
4.02 05-0650 Highland Village Townhomes
4.03 05-0650 Harbor Point Estates
4.04 05-0650 Dutch Village Townhomes
4.05 05-0650 Whispering Woods Townhomes
4.06 05-0650 Fontana Village Townhomes
4.07 05-0650 Riverview Townhomes
4.08 05-0650 Hamilton Manor
4.09 05-0650 Cove Village Apartments
37 05-1177 OAKWOOD VISTA/PARKWAY VISTA
37.01 05-1177 Oakwood Vista
37.02 05-1177 Parkway Vista
42 05-0958 Villa Toscana
49 09-0002211 Alderbrook Apartments
50 09-0002212 Summit Apartments
- --------------------------------------------------------------------------------
72 05-1233 Monte Bello Apartments (Partridge Pointe)
85 09-0002216 Hillmoor Apartments
110 09-0002246 Stones River Apartments
114 05-1503 Wellington Park Apartments
116 05-1504 Pine Oaks Apartments
- --------------------------------------------------------------------------------
126 09-0002287 Mayfair Village Apartments (Fox)
131 05-1337 701 Gramercy
139 09-0002132 Summer's Bend Apartments
142 09-0002149 Westwick Manor Apartments
145 09-0002209 Aspen Court
- --------------------------------------------------------------------------------
149 09-0002217 Hillwood Apartments
175 09-0002288 Mayfair Village Apartments (Chang)
179 09-0002267 La Casa Trail Mobile Home Community
180 09-0002218 Sabal Palms
183 05-1041 Riverest Mobile Home Community
CONTROL
NUMBER STREET ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
4
4.01 9901 Langs Road
4.02 3953 McDowell Lane
4.03 909 South Marlyn Avenue
4.04 2349 Perring Manor Road
4.05 37 Alberge Lane
4.06 1 Orion Court
4.07 600 Fifth Avenue
4.08 3340 Lancer Drive
4.09 2 Driftwood Court
37
37.01 100 Ardsley Place
37.02 100 Parkway Circle South
42 9125 Highway 6 North
49 412 East Novak Lane
50 11016 Waller Road East
- ------------------------------------------------------------------------------------------------------------------------------------
72 4001 South Watt Avenue
85 1924 & 1942 Southeast Hillmoor Drive
110 205 Warrior Drive
114 2479 Deer Run
116 1700 North Galloway Avenue
- ------------------------------------------------------------------------------------------------------------------------------------
126 409-427 Mayfair Boulevard, 3227-3233 & 3253 Dale Avenue, 289-373 South Ashburton Road, 292-378 South Ashburton Road
131 701 Gramercy Drive
139 1230 East Walnut Street
142 258 Stennis Drive
145 760 Landmark Drive
- ------------------------------------------------------------------------------------------------------------------------------------
149 12021 McCormick Road
175 3353-3359 Elbern Avenue, 300-356 Mayfair Boulevard, 364-370 Mayfair Boulevard & 3319-3325 Dale Avenue
179 53 North Mountain Road
180 3001 Fountainhead Circle
183 49 Crescent Drive
CONTROL PROPERTY INITIAL POOL
NUMBER CITY COUNTY STATE ZIP CODE TYPE BALANCE ($)
- -------------------------------------------------------------------------------------------------------------------------
4 140,000,000
4.01 Middle River Baltimore Maryland 21220 Multifamily
4.02 Baltimore Baltimore Maryland 21227 Multifamily
4.03 Essex Baltimore Maryland 21221 Multifamily
4.04 Baltimore Baltimore Maryland 21234 Multifamily
4.05 Baltimore Baltimore Maryland 21220 Multifamily
4.06 Rosedale Baltimore Maryland 21237 Multifamily
4.07 Baltimore Baltimore Maryland 21227 Multifamily
4.08 Hyattsville Prince George's Maryland 20782 Multifamily
4.09 Essex Baltimore Maryland 21221 Multifamily
37 34,000,000
37.01 Norcross Gwinnett Georgia 30093 Multifamily
37.02 Atlanta Dekalb Georgia 30340 Multifamily
42 Houston Harris Texas 77095 Multifamily 27,410,000
49 Kent King Washington 98032 Multifamily 12,160,000
50 Tacoma Pierce Washington 98446 Multifamily 8,440,000
- -------------------------------------------------------------------------------------------------------------------------
72 Rosemont Sacramento California 95826 Multifamily 14,300,000
85 Port St Lucie Saint Lucie Florida 34952 Multifamily 11,032,000
110 Murfreesboro Rutherford Tennessee 37128 Multifamily 7,886,895
114 Lewisville Denton Texas 75067 Multifamily 7,500,000
116 Mesquite Dallas Texas 75149 Multifamily 7,350,000
- -------------------------------------------------------------------------------------------------------------------------
126 Columbus Franklin Ohio 43213 Multifamily 6,573,000
131 Los Angeles Los Angeles California 90005 Multifamily 6,000,000
139 Seguin Guadalupe Texas 78155 Multifamily 5,225,000
142 Biloxi Harrison Mississippi 39531 Multifamily 5,115,413
145 Casper Natrona Wyoming 82609 Multifamily 4,600,000
- -------------------------------------------------------------------------------------------------------------------------
149 Jacksonville Duval Florida 32225 Multifamily 4,320,000
175 Columbus Franklin Ohio 43213 Multifamily 2,820,555
179 Apache Junction Maricopa Arizona 85220 Mobile Home Park 2,500,000
180 Melbourne Brevard Florida 32934 Multifamily 2,480,000
183 Tavares Lake Florida 32778 Mobile Home Park 2,088,954
INITIAL
CONTROL POOL BALANCE CUT-OFF DATE SCHEDULED MATURITY UNDERWRITTEN
NUMBER PER UNIT OR PAD ($) LTV DATE LTV DSCR
- -------------------------------------------------------------------------------------------------
4 61,627.70 75.9% 75.9% 1.42
4.01
4.02
4.03
4.04
4.05
4.06
4.07
4.08
4.09
37 63,432.84 73.9% 66.8% 1.20
37.01
37.02
42 54,384.92 67.6% 67.6% 1.60
49 58,743.96 79.5% 69.2% 1.21
50 49,356.73 79.5% 69.2% 1.21
- -------------------------------------------------------------------------------------------------
72 59,583.33 69.1% 69.1% 1.57
85 47,965.22 81.1% 71.7% 1.50
110 38,285.90 78.1% 66.1% 1.22
114 28,846.15 78.9% 69.2% 1.24
116 30,625.00 79.5% 69.7% 1.21
- -------------------------------------------------------------------------------------------------
126 34,234.38 80.0% 70.2% 1.25
131 71,428.57 72.0% 64.6% 1.53
139 25,612.75 78.0% 66.2% 1.38
142 33,654.03 79.3% 66.3% 1.39
145 30,463.58 80.0% 69.2% 1.31
- -------------------------------------------------------------------------------------------------
149 43,200.00 79.3% 70.1% 1.47
175 30,658.21 74.1% 65.0% 1.21
179 31,645.57 62.5% 58.4% 1.23
180 34,444.44 78.7% 69.6% 1.53
183 16,193.44 74.6% 62.8% 1.37
CONTROL UTILITIES PAID STUDIOS AVG. 1 BEDROOM
NUMBER BY TENANT # UNITS RENT PER MO. ($) # UNITS RENT PER MO. ($) # UNITS
- --------------------------------------------------------------------------------------------------------------------------------
4
4.01 Electric/Gas 0 0 193 622 803
4.02 Electric/Water/Gas/Sewer 0 0 13 645 1,068
4.03 Electric/Gas 0 0 0 0 400
4.04 Electric/Water/Gas/Sewer 0 0 221 563 523
4.05 Electric/Water/Gas/Sewer 0 0 8 555 458
4.06 Electric/Water/Gas/Sewer 0 0 8 505 340
4.07 Electric/Water/Gas/Sewer 0 0 65 644 200
4.08 None 0 0 118 831 127
4.09 Electric/Water/Gas/Sewer 0 0 10 545 279
37
37.01 Electric/Water 0 0 176 687 108
37.02 Electric/Water 0 0 91 673 115
42 Electric/Water 0 0 268 717 204
49 Electric 0 0 40 635 132
50 Electric 0 0 40 599 96
- --------------------------------------------------------------------------------------------------------------------------------
72 Electric 0 0 60 742 152
85 Electric/Gas 0 0 0 0 0
110 Electric/Water/Sewer 0 0 34 595 172
114 Electric/Water 0 0 112 469 132
116 Electric/Water 32 510 80 585 128
- --------------------------------------------------------------------------------------------------------------------------------
126 Electric/Gas/Water/Sewer 0 0 15 475 162
131 Electric 17 725 67 942 0
139 Electric/Water/Sewer 0 0 96 561 88
142 Electric 0 0 0 0 152
145 Electric/Gas 0 0 40 405 110
- --------------------------------------------------------------------------------------------------------------------------------
149 Electric 0 0 0 0 0
175 Electric/Gas/Water/Sewer 0 0 1 475 90
179 Electric/Water/Sewer 0 0 27 295 52
180 Electric/Gas 0 0 0 0 0
183 Electric/Water 0 0 129 185 0
CONTROL 2 BEDROOM 3 BEDROOM 4 BEDROOM 5 BEDROOM NUMBER OF
NUMBER RENT PER MO. ($) # UNITS RENT PER MO. ($) # UNITS RENT PER MO. ($) # UNITS RENT PER MO. ($) ELEVATORS
- ------------------------------------------------------------------------------------------------------------------------------------
4
4.01 744 216 845 0 0 0 0 0
4.02 755 17 912 0 0 0 0 0
4.03 710 250 821 0 0 0 0 0
4.04 668 59 817 0 0 0 0 0
4.05 635 58 888 0 0 0 0 0
4.06 625 8 795 0 0 0 0 0
4.07 715 65 837 0 0 0 0 0
4.08 1,002 0 0 0 0 0 0 0
4.09 640 10 765 0 0 0 0 0
37
37.01 818 28 852 0 0 0 0 0
37.02 845 18 964 0 0 0 0 0
42 991 32 1,259 0 0 0 0 0
49 671 35 1,063 0 0 0 0 0
50 687 35 815 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
72 855 28 1,050 0 0 0 0 0
85 0 230 702 0 0 0 0 0
110 692 0 0 0 0 0 0 0
114 611 16 800 0 0 0 0 0
116 707 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
126 558 15 680 0 0 0 0 0
131 0 0 0 0 0 0 0 0
139 636 20 799 0 0 0 0 0
142 565 0 0 0 0 0 0 0
145 518 1 600 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
149 0 100 754 0 0 0 0 0
175 524 1 680 0 0 0 0 0
179 305 0 0 0 0 0 0 0
180 0 72 714 0 0 0 0 0
183 0 0 0 0 0 0 0 0
1 The Open Period is inclusive of the Maturity Date.
2 The Scheduled Maturity Date LTV is calculated utilizing the stabilized
appraised value. For the purpose of calculating underwritten debt service
coverage ratios, loan-to-value ratios and loan per square foot/unit, the
cutoff date principal balance for each mortgage loan in a split loan
structure (x) includes the cut-off date principal balance of the pari
passu mortgage loan in the trust plus the cut-off date principal balance
of any pari passu mortgage
3 that is not in the trust, and (y) excludes the cut-off date principal
balance of any subordinate mortgage loan in that split loan structure. The
Monthly Payment is a calculated average of the future principal and
interest payments for the 12-month period beginning with the payment in
April 2006 thru the payment in March 2007. The Annual Debt Service is the
sum of the scheduled principal and interest for the same period. The
Underwritten DSCR on NCF is based on the required amortization schedule
and
4 interest payments for the 12-month period beginning with the payment in
April 2006 through the payment in March 2007.
5 For the purpose of calculating underwritten debt service coverage ratios,
loan-to-value ratios and loan per square foot/unit, the cutoff date
principal balance for each mortgage loan in a split loan structure
excludes the cut-off date principal balance of any subordinate mortgage
loan in that split loan structure.
6 The related mezzanine loan includes a $7,000,000 future advance obligation
to be funded by the holder of the mezzanine loan on or before August 1,
2006. The advance will be used to fund a tenant leasing reserve account,
which account must, in order to avoid a default under the mortgage loan
documents, be funded in the amount of $7,000,000 by August 1, 2006.
7 The Cut-Off Date LTV, DSCR and loan per square foot/unit figures for these
loans are net of the earnout amount. The Scheduled Maturity Date LTV is
calculated utilizing the stabilized appraised value as applicable.
8 Borrowing entity utilizes a tenant-in-common structure.
9 The interest rate is equal to 4.530% through November 5, 2006; 4.655%
through November 5, 2007; 4.780% through November 5, 2008; 4.905% through
November 5, 2009; 5.160% through November 5, 2010; and 5.280% thereafter.
The Monthly Payment, Annual Payment and DSCR are calculated based on the
final interest rate of 5.280%.
ANNEX C-2
CLASS A-AB PLANNED PRINCIPAL BALANCE SCHEDULE
DATE BALANCE
------------- -------------------
03/23/06 187,800,000.00
04/10/06 187,800,000.00
05/10/06 187,800,000.00
06/10/06 187,800,000.00
07/10/06 187,800,000.00
08/10/06 187,800,000.00
09/10/06 187,800,000.00
10/10/06 187,800,000.00
11/10/06 187,800,000.00
12/10/06 187,800,000.00
01/10/07 187,800,000.00
02/10/07 187,800,000.00
03/10/07 187,800,000.00
04/10/07 187,800,000.00
05/10/07 187,800,000.00
06/10/07 187,800,000.00
07/10/07 187,800,000.00
08/10/07 187,800,000.00
09/10/07 187,800,000.00
10/10/07 187,800,000.00
11/10/07 187,800,000.00
12/10/07 187,800,000.00
01/10/08 187,800,000.00
02/10/08 187,800,000.00
03/10/08 187,800,000.00
04/10/08 187,800,000.00
05/10/08 187,800,000.00
06/10/08 187,800,000.00
07/10/08 187,800,000.00
08/10/08 187,800,000.00
09/10/08 187,800,000.00
10/10/08 187,800,000.00
11/10/08 187,800,000.00
12/10/08 187,800,000.00
01/10/09 187,800,000.00
02/10/09 187,800,000.00
03/10/09 187,800,000.00
04/10/09 187,800,000.00
05/10/09 187,800,000.00
06/10/09 187,800,000.00
07/10/09 187,800,000.00
08/10/09 187,800,000.00
09/10/09 187,800,000.00
10/10/09 187,800,000.00
11/10/09 187,800,000.00
12/10/09 187,800,000.00
01/10/10 187,800,000.00
02/10/10 187,800,000.00
03/10/10 187,800,000.00
04/10/10 187,800,000.00
05/10/10 187,800,000.00
06/10/10 187,800,000.00
07/10/10 187,800,000.00
08/10/10 187,800,000.00
09/10/10 187,800,000.00
10/10/10 187,800,000.00
11/10/10 187,800,000.00
12/10/10 187,800,000.00
01/10/11 187,800,000.00
02/10/11 187,800,000.00
03/10/11 187,090,714.92
04/10/11 184,742,420.14
05/10/11 182,070,470.85
06/10/11 179,697,759.68
07/10/11 177,002,066.38
08/10/11 174,604,703.94
09/10/11 172,195,682.81
10/10/11 169,464,679.45
11/10/11 167,030,657.72
12/10/11 164,275,342.24
01/10/12 161,816,079.40
02/10/12 159,344,855.95
03/10/12 156,245,112.83
04/10/12 153,746,787.82
05/10/12 150,928,939.80
06/10/12 148,404,754.98
07/10/12 145,561,759.25
08/10/12 143,011,465.78
09/10/12 140,448,767.63
10/10/12 137,568,319.14
11/10/12 134,979,141.78
12/10/12 132,072,943.23
01/10/13 129,456,520.97
02/10/13 126,858,441.72
03/10/13 123,349,357.81
04/10/13 120,721,586.55
05/10/13 117,782,546.15
06/10/13 115,127,713.70
07/10/13 112,162,357.37
08/10/13 109,480,203.49
09/10/13 106,785,011.76
10/10/13 92,596,492.17
11/10/13 89,890,461.58
12/10/13 86,877,476.80
01/10/14 67,582,756.76
02/10/14 64,857,013.99
03/10/14 61,248,645.24
04/10/14 58,492,095.73
05/10/14 55,433,349.86
06/10/14 52,648,519.85
07/10/14 49,562,272.27
08/10/14 46,748,889.70
09/10/14 43,921,825.60
10/10/14 40,794,506.99
11/10/14 37,938,484.04
12/10/14 34,783,004.05
01/10/15 31,897,743.66
02/10/15 28,998,451.16
03/10/15 25,232,563.29
04/10/15 22,300,849.34
05/10/15 19,071,762.69
06/10/15 10,964,358.14
07/10/15 7,717,554.86
08/10/15 4,736,306.38
09/10/15 --
C-2-1
[THIS PAGE INTENTIONALLY LEFT BLANK]
ANNEX C-3
THE SHOPS AT LACANTERA AMORTIZATION SCHEDULE
DATE PRINCIPAL INTEREST GROSS DEBT SERVICE BALANCE
------------- ------------- ------------ -------------------- ------------------
10/06/05 130,000,000.00
11/06/05 132,684.06 557,827.78 690,511.84 129,867,315.94
12/06/05 151,925.15 539,282.35 691,207.51 129,715,390.79
01/06/06 133,951.12 556,606.52 690,557.65 129,581,439.67
02/06/06 134,547.47 556,031.74 690,579.21 129,446,892.20
03/06/06 190,916.50 501,700.75 692,617.25 129,255,975.70
04/06/06 135,996.41 554,635.18 690,631.60 129,119,979.28
05/06/06 155,144.93 536,178.99 691,323.92 128,964,834.36
06/06/06 137,292.56 553,385.90 690,678.46 128,827,541.80
07/06/06 156,404.84 534,964.63 691,369.47 128,671,136.95
08/06/06 138,600.08 552,125.65 690,725.73 128,532,536.87
09/06/06 139,217.12 551,530.92 690,748.04 128,393,319.74
10/06/06 158,275.62 533,161.49 691,437.11 128,235,044.13
11/06/06 140,541.55 550,254.38 690,795.93 128,094,502.58
12/06/06 159,563.02 531,920.63 691,483.66 127,934,939.56
01/06/07 141,877.59 548,966.64 690,844.23 127,793,061.97
02/06/07 142,509.23 548,357.84 690,867.07 127,650,552.74
03/06/07 198,139.78 494,738.63 692,878.41 127,452,412.96
04/06/07 144,025.78 546,896.13 690,921.90 127,308,387.18
05/06/07 162,949.87 528,656.24 691,606.11 127,145,437.31
06/06/07 145,392.41 545,578.90 690,971.31 127,000,044.90
07/06/07 164,278.31 527,375.83 691,654.14 126,835,766.59
08/06/07 146,771.05 544,250.11 691,021.16 126,688,995.54
09/06/07 147,424.47 543,620.31 691,044.78 126,541,571.07
10/06/07 166,253.57 525,471.99 691,725.55 126,375,317.50
11/06/07 148,820.94 542,274.33 691,095.27 126,226,496.56
12/06/07 167,611.01 524,163.62 691,774.63 126,058,885.54
01/06/08 150,229.68 540,916.52 691,146.21 125,908,655.86
02/06/08 150,898.50 540,271.89 691,170.39 125,757,757.37
03/06/08 187,690.71 504,809.91 692,500.62 125,570,066.66
04/06/08 152,405.88 538,819.01 691,224.89 125,417,660.78
05/06/08 171,095.75 520,804.88 691,900.62 125,246,565.03
06/06/08 153,846.09 537,430.87 691,276.96 125,092,718.94
07/06/08 172,495.71 519,455.53 691,951.24 124,920,223.24
08/06/08 155,298.94 536,030.54 691,329.49 124,764,924.29
09/06/08 155,990.33 535,364.16 691,354.48 124,608,933.97
10/06/08 174,580.01 517,446.59 692,026.60 124,434,353.95
11/06/08 157,462.01 533,945.69 691,407.69 124,276,891.95
12/06/08 176,010.56 516,067.76 692,078.32 124,100,881.39
01/06/09 158,946.61 532,514.76 691,461.37 123,941,934.78
02/06/09 159,654.23 531,832.72 691,486.95 123,782,280.55
03/06/09 213,694.53 479,746.26 693,440.80 123,568,586.01
04/06/09 161,316.36 530,230.69 691,547.05 123,407,269.66
05/06/09 179,757.18 512,456.60 692,213.78 123,227,512.47
06/06/09 162,834.80 528,767.15 691,601.95 123,064,677.68
07/06/09 181,233.18 511,033.96 692,267.15 122,883,444.49
08/06/09 164,366.57 527,290.76 691,657.33 122,719,077.92
09/06/09 165,098.32 526,585.47 691,683.79 122,553,979.60
10/06/09 183,433.44 508,913.26 692,346.70 122,370,546.16
11/06/09 166,649.96 525,089.92 691,739.89 122,203,896.20
12/06/09 184,941.72 507,459.51 692,401.23 122,018,954.48
01/06/10 168,215.23 523,581.25 691,796.48 121,850,739.25
02/06/10 168,964.12 522,859.44 691,823.55 121,681,775.13
03/06/10 222,140.90 471,605.28 693,746.18 121,459,634.23
04/06/10 170,705.29 521,181.21 691,886.51 121,288,928.94
05/06/10 188,883.70 503,660.05 692,543.75 121,100,045.24
06/06/10 172,306.16 519,638.22 691,944.30 120,927,739.07
C-3-1
[THIS PAGE INTENTIONALLY LEFT BLANK]
ANNEX D
GG6
Structural and Collateral Term Sheet
$3,593,754,000 (Approximate)
GS MORTGAGE SECURITIES TRUST 2006-GG6
AS ISSUING ENTITY
GS MORTGAGE SECURITIES CORPORATION II
AS DEPOSITOR
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2006-GG6
Greenwich Capital Financial Products, Inc.
Goldman Sachs Mortgage Company
Mortgage Loan Sellers and Sponsors
Commerzbank AG, New York Branch
Mortgage Loan Seller
Wachovia Bank, National Association
Master Servicer
ING Clarion Partners, LLC
Special Servicer
March 7, 2006
[LOGO]RBS GREENWICH CAPITAL GOLDMAN, SACHS & CO.
Co-Lead Bookrunning Managers
CREDIT SUISSE MERRILL LYNCH & CO.
MORGAN STANLEY WACHOVIA SECURITIES
D-1
GSMS 2006-GG6
- --------------------------------------------------------------------------------
STRUCTURAL OVERVIEW
- --------------------------------------------------------------------------------
OFFERED CERTIFICATES
ASSUMED
APPROX. APPROX. APPROX. % OF WEIGHTED FINAL
CERTIFICATE CREDIT CUT-OFF DATE AVERAGE PRINCIPAL DISTRIBUTION
CLASS S&P FITCH BALANCE SUPPORT BALANCE LIFE (1) WINDOW (1) DATE (1) RATE TYPE
- ------------------------------------------------------------------------------------------------------------------------------------
A-1 AAA AAA $102,000,000 30.000% 2.615% 3.01 04/06 - 06/10 06/10 Fixed
A-2 AAA AAA $1,052,000,000 30.000% 26.968% 4.72 06/10 - 03/11 03/11 Fixed (4)
A-3 AAA AAA $75,600,000 30.000% 1.938% 6.80 01/13 - 01/13 01/13 Variable (5)
A-AB AAA AAA $187,800,000 30.000% 4.814% 7.46 03/11 - 09/15 09/15 Fixed (4)
A-4 AAA AAA $1,001,467,000 30.000% 25.672% 9.62 09/15 - 12/15 12/15 Fixed (4)
A-1A AAA AAA $311,801,000 30.000% 7.993% 7.49 04/06 - 12/15 12/15 Fixed (4)
A-M AAA AAA $390,095,000 20.000% 10.000% 9.78 12/15 - 01/16 01/16 Fixed (4)
A-J AAA AAA $292,572,000 12.500% 7.500% 9.83 01/16 - 02/16 02/16 Variable (6)
B AA+ AA+ $19,504,000 12.000% 0.500% 9.88 02/16 - 02/16 02/16 Variable (7)
C AA AA $48,762,000 10.750% 1.250% 9.88 02/16 - 02/16 02/16 Variable (7)
D AA- AA- $39,010,000 9.750% 1.000% 9.88 02/16 - 02/16 02/16 Variable (7)
E A+ A+ $29,257,000 9.000% 0.750% 9.88 02/16 - 02/16 02/16 Variable (7)
F A A $43,886,000 7.875% 1.125% 9.88 02/16 - 02/16 02/16 Variable (7)
- ------------------------------------------------------------------------------------------------------------------------------------
NON - OFFERED CERTIFICATES
APPROX. CERTIFICATE APPROX. % OF WEIGHTED
BALANCE / NOTIONAL APPROX. CREDIT CUT-OFF DATE AVERAGE
CLASS S&P FITCH AMOUNT SUPPORT BALANCE LIFE (1)
- ---------------------------------------------------------------------------------------------------
G (2) A- A- $39,009,000 6.875% 1.000% 9.88
H (2) BBB+ BBB+ $39,010,000 5.875% 1.000% 9.88
J (2) BBB BBB $43,886,000 4.750% 1.125% 9.88
K (2) BBB- BBB- $43,885,000 3.625% 1.125% 9.88
L (2) BB+ BB+ $24,381,000 3.000% 0.625% 9.88
M (2) BB BB $14,629,000 2.625% 0.375% 9.88
N (2) BB- BB- $19,505,000 2.125% 0.500% 9.89
O (2) B+ B+ $4,876,000 2.000% 0.125% 9.96
P (2) B B $9,752,000 1.750% 0.250% 9.96
Q (2) B- B- $14,629,000 1.375% 0.375% 9.96
S (2) NR NR $53,638,520 0.000% 1.375% 9.96
X-P (2,3) AAA AAA $3,810,055,000 N/A N/A N/A
X-C (2,3) AAA AAA $3,900,954,520 N/A N/A N/A
- ---------------------------------------------------------------------------------------------------
ASSUMED
FINAL
PRINCIPAL DISTRIBUTION
CLASS WINDOW (1) DATE (1) RATE TYPE
- -------------------------------------------------------------
G (2) 02/16 - 02/16 02/16 Variable (7)
H (2) 02/16 - 02/16 02/16 Variable (7)
J (2) 02/16 - 02/16 02/16 Variable (7)
K (2) 02/16 - 02/16 02/16 Variable (7)
L (2) 02/16 - 02/16 02/16 Fixed (4)
M (2) 02/16 - 02/16 02/16 Fixed (4)
N (2) 02/16 - 03/16 03/16 Fixed (4)
O (2) 03/16 - 03/16 03/16 Fixed (4)
P (2) 03/16 - 03/16 03/16 Fixed (4)
Q (2) 03/16 - 03/16 03/16 Fixed (4)
S (2) 03/16 - 03/16 03/16 Fixed (4)
X-P (2,3) N/A N/A (3)
X-C (2,3) N/A N/A (3)
- -------------------------------------------------------------
(1) As of the cut-off date, the weighted average life, principal window and
assumed final distribution date were calculated assuming no prepayments
will be made on the mortgage loans prior to their related maturity dates
and the other assumptions set forth under "YIELD, PREPAYMENT AND MATURITY
CONSIDERATIONS" in the prospectus supplement.
(2) Not offered hereby. Any information provided in this term sheet regarding
the terms of these certificates is provided only to enhance your
understanding of the offered certificates.
(3) The class X-P and class X-C certificates will not have a certificate
balance and their holders will not receive distributions of principal, but
these holders are entitled to receive payments of the aggregate interest
accrued on the notional amount of each of the components of the class X-P
and class X-C certificates as described in the prospectus supplement. The
interest rate applicable to each component of the class X-P and class X-C
certificates for each payment date will equal the rate specified in the
prospectus supplement. The notional amount of the class X certificates in
the aggregate will be initially $3,900,954,520, which will be equal to the
aggregate initial principal balance of the class A-1, class A-2, class
A-3, class A-AB, class A-4, class A-1A, class A-M class A-J, class B,
class C, class D, class E, class F, class G, class H, class J, class K,
class L, class M, class N, class O, class P, class Q and class S
certificates.
(4) For any distribution date, the pass-through rates on the class A-2, class
A-AB, class A-4, class A-1A, class A-M, class L, class M, class N, class
O, class P, class Q and class S certificates will equal a rate equal to
the lesser of a specified pass-through rate and the weighted average of
the net interest rates on the mortgage loans (in each case, adjusted if
necessary to accrue on the basis of a 360-day year consisting of twelve
30-day months).
(5) For any distribution date the pass-through rate on the class A-3
certificates will be a per annum rate equal to the weighted average of the
net interest rates on the mortgage loans (in each case adjusted if
necessary to accrue on the basis of a 360-day year consisting of twelve
30-day months) minus 0.074%.
(6) For any distribution date the pass-through rate on the class A-J
certificates will be a per annum rate equal to the weighted average of the
net interest rates on the mortgage loans (in each case adjusted if
necessary to accrue on the basis of a 360-day year consisting of twelve
30-day months) minus 0.031%.
(7) For any distribution date the pass-through rate on the class B, class C,
class D, class E, class F, class G, class H, class J and class K
certificates will be a per annum rate equal to the weighted average of the
net interest rates on the mortgage loans (in each case adjusted if
necessary to accrue on the basis of a 360-day year consisting of twelve
30-day months).
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") for the offering to which this
communication relates. Before you invest, you should read the prospectus in the
registration statement and other documents the depositor has filed with the SEC
for more complete information about the depositor, the issuing trust and this
offering. You may get these documents for free by visiting EDGAR on the SEC
website at www.sec.gov. Alternatively, the depositor or Goldman, Sachs & Co.,
any underwriter, or any dealer participating in this offering will arrange to
send you the prospectus if you request it by calling toll-free 1-866-471-2526.
[LOGO]RBS GREENWICH CAPITAL [GRAPHIC OMITTED]
D-2
GSMS 2006-GG6
- --------------------------------------------------------------------------------
MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
- --------------------------------------------------------------------------------
GENERAL CHARACTERISTICS (1) TOTAL POOL LOAN GROUP 1 (3) LOAN GROUP 2 (4)
Initial mortgage pool balance................................. $3,900,954,521 $3,589,152,703 $311,801,818
Number of mortgage loans...................................... 188 168 20
Number of mortgaged properties................................ 315 286 29
Percentage of investment grade shadow rated loans (2)......... 6.1% 6.7% 0.0%
Weighted average underwritten debt service coverage ratio..... 1.43x 1.44x 1.39x
Weighted average cut-off date loan-to-value ratio............. 72.7% 72.5% 75.4%
Average cut-off date principal balance........................ $20,749,758 $21,364,004 $15,590,091
Weighted average mortgage interest rate....................... 5.654% 5.677% 5.394%
Loans with single tenant percentage........................... 3.4% 3.7% 0.0%
(1) Unless otherwise noted, references in this term sheet include the senior
pari passu companion loan in the trust secured by the Maryland Multifamily
Portfolio, JQH Hotel Portfolio B3 and the Shaner Hotel Portfolio
Properties, do not include the related senior pari passu companion loan(s)
that are outside the trust nor, with respect to these or any other
mortgage loans in a split loan structure, any related subordinate
companion loan.
(2) The Shops at LaCantera and Whalers Village are investment grade loans. S&P
and Fitch have confirmed that these loans, in the context of their
inclusion in the trust, have credit characteristics consistent with that
of an obligation rated investment grade.
(3) Loan Group 1 consists of 168 non-multifamily loans.
(4) Loan Group 2 consists of 18 multifamily loans and 2 mobile home park
loans.
- ---------------------------------------------------------------------------------------------------------
TEN LARGEST LOANS
CUT-OFF DATE % OF INITIAL PROPERTY
PRINCIPAL BALANCE MORTGAGE PROPERTY SIZE
LOAN NAME ($) POOL BALANCE TYPE SF / ROOM
- ---------------------------------------------------------------------------------------------------------
Northlake Mall $215,500,000 5.5% Retail 540,854
JQH Hotel Portfolio D 214,000,000 5.5 Hospitality 2,022
Windsor Capital Embassy
Suites Portfolio 187,500,000 4.8 Hospitality 1,906
Maryland Multifamily Portfolio 140,000,000 3.6 Multifamily 5,517
One Commerce Square 130,000,000 3.3 Office 942,866
The Shops at LaCantera (1) 129,255,976 3.3 Retail 381,978
Whalers Village (1) 109,504,922 2.8 Retail 112,261
COPT Portfolio 103,000,000 2.6 Office 702,924
1625 & 1675 Broadway 94,100,000 2.4 Office 767,238
Hughes Airport Center Portfolio 84,000,000 2.2 Industrial 703,603
-------------- ----
TOTAL/WTD. AVG. $1,406,860,898 36.1%
- ---------------------------------------------------------------------------------------------------------
CUT-OFF
LOAN BALANCE DATE LTV SHADOW RATINGS
LOAN NAME PER SF/ROOM DSCR RATIO (%) (S&P / FITCH)
- ------------------------------------------------------------------------------------------
Northlake Mall $398 1.56x 74.3%
JQH Hotel Portfolio D $105,836 1.56x 75.1%
Windsor Capital Embassy
Suites Portfolio $98,374 1.37x 78.6%
Maryland Multifamily Portfolio $61,628 1.42x 75.9%
One Commerce Square $138 1.33x 72.2%
The Shops at LaCantera (1) $338 2.08x 45.4% AAA / A+
Whalers Village (1) $975 1.72x 60.8% AA / BBB+
COPT Portfolio $147 1.53x 77.6%
1625 & 1675 Broadway $123 1.52x 79.2%
Hughes Airport Center Portfolio $119 1.20x 76.2%
TOTAL/WTD. AVG. 1.53X 71.9%
- ------------------------------------------------------------------------------------------
(1) S&P and Fitch have confirmed that this loan, in the context of its
inclusion in the trust, has credit characteristics consistent with that of
an obligation rated investment grade.
PROPERTY TYPES
WTD. AVG.
NUMBER OF MORTGAGED AGGREGATE CUT-OFF DATE % OF INITIAL CUT-OFF DATE
PROPERTY TYPE PROPERTIES PRINCIPAL BALANCE ($) MORTGAGE POOL BALANCE WTD. AVG. DSCR LTV RATIO (%)
- ------------------------------------------------------------------------------------------------------------------------------------
Office 70 $1,451,443,431 37.2% 1.38x 75.4%
Retail 116 1,222,272,796 31.3 1.49x 68.3%
Hospitality 46 619,964,692 15.9 1.50x 72.8%
Multifamily 27 307,212,863 7.9 1.39x 75.5%
Industrial 36 217,055,951 5.6 1.32x 75.5%
Other 4 43,490,000 1.1 1.37x 72.4%
Self-Storage 14 34,925,833 0.9 1.47x 74.0%
Mobile Home Park 2 4,588,954 0.1 1.29x 68.0%
--- -------------- -----
TOTAL/WTD. AVG. 315 $3,900,954,521 100.0% 1.43X 72.7%
- ------------------------------------------------------------------------------------------------------------------------------------
PROPERTY LOCATIONS
WTD. AVG.
NUMBER OF MORTGAGED AGGREGATE CUT-OFF DATE % OF INITIAL CUT-OFF DATE
PROPERTY LOCATION PROPERTIES PRINCIPAL BALANCE ($) MORTGAGE POOL BALANCE WTD. AVG. DSCR LTV RATIO (%)
- ------------------------------------------------------------------------------------------------------------------------------------
North Carolina 16 $466,512,187 12.0% 1.46x 75.7%
Texas 37 405,076,644 10.4 1.60x 64.3%
California 25 358,240,860 9.2 1.37x 70.4%
Maryland 22 319,279,000 8.2 1.47x 74.2%
Washington 8 248,533,741 6.4 1.33x 79.3%
Florida 19 194,878,023 5.0 1.44x 73.9%
Hawaii 7 185,383,861 4.8 1.64x 59.8%
Pennsylvania 5 184,531,572 4.7 1.33x 74.1%
Colorado 9 167,946,740 4.3 1.48x 76.1%
Other (1) 167 1,370,571,893 35.1 1.38x 74.2%
--- -------------- -----
TOTAL/WTD. AVG. 315 $3,900,954,521 100.0% 1.43X 72.7%
- ------------------------------------------------------------------------------------------------------------------------------------
(1) Includes 36 states and the District of Columbia.
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") for the offering to which this
communication relates. Before you invest, you should read the prospectus in the
registration statement and other documents the depositor has filed with the SEC
for more complete information about the depositor, the issuing trust and this
offering. You may get these documents for free by visiting EDGAR on the SEC
website at www.sec.gov. Alternatively, the depositor or Goldman, Sachs & Co.,
any underwriter, or any dealer participating in this offering will arrange to
send you the prospectus if you request it by calling toll-free 1-866-471-2526.
[LOGO]RBS GREENWICH CAPITAL [GRAPHIC OMITTED]
D-3
GSMS 2006-GG6
- --------------------------------------------------------------------------------
MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
- --------------------------------------------------------------------------------
DISTRIBUTION OF CUT-OFF DATE PRINCIPAL BALANCE
- ----------------------------------------------------------------------------
PERCENTAGE OF
AGGREGATE
RANGE OF CUT-OFF DATE NUMBER OF CUT-OFF DATE CUT-OFF DATE
BALANCES ($) MORTGAGE LOANS BALANCE BALANCE
- ----------------------------------------------------------------------------
1,392,238 - 2,499,999 10 $20,465,760 0.5%
2,500,000 - 4,999,999 43 156,778,065 4.0
5,000,000 - 6,999,999 22 128,477,942 3.3
7,000,000 - 9,999,999 28 228,614,994 5.9
10,000,000 - 14,999,999 27 320,361,171 8.2
15,000,000 - 19,999,999 18 307,434,524 7.9
20,000,000 - 39,999,999 16 456,104,167 11.7
40,000,000 - 59,999,999 7 352,997,000 9.0
60,000,000 - 69,999,999 2 137,990,000 3.5
70,000,000 - 89,999,999 6 468,870,000 12.0
90,000,000 - 109,999,999 3 306,604,922 7.9
110,000,000 -149,999,999 3 399,255,976 10.2
150,000,000 -215,500,000 3 617,000,000 15.8
--- -------------- -----
TOTAL 188 $3,900,954,521 100.0%
- ----------------------------------------------------------------------------
DISTRIBUTION OF DSCR
- ----------------------------------------------------------------------------
PERCENTAGE OF
AGGREGATE
NUMBER OF CUT-OFF DATE CUT-OFF DATE
RANGE OF DSCR (X) MORTGAGE LOANS BALANCE BALANCE
- ----------------------------------------------------------------------------
1.13 - 1.19 6 $88,154,774 2.3%
1.20 - 1.29 72 1,067,990,905 27.4
1.30 - 1.39 33 832,705,168 21.3
1.40 - 1.49 23 601,267,583 15.4
1.50 - 1.59 18 736,318,931 18.9
1.60 - 1.69 13 134,263,444 3.4
1.70 - 1.79 11 253,799,657 6.5
1.80 - 1.89 4 21,630,847 0.6
1.90 - 1.99 3 15,121,982 0.4
2.00 - 2.29 4 146,701,230 3.8
2.30 - 2.52 1 3,000,000 0.1
--- -------------- -----
TOTAL 188 $3,900,954,521 100.0%
- ----------------------------------------------------------------------------
DISTRIBUTION OF AMORTIZATION TYPE
- ----------------------------------------------------------------------------
PERCENTAGE OF
AGGREGATE
NUMBER OF CUT-OFF DATE CUT-OFF DATE
AMORTIZATION TYPE MORTGAGE LOANS BALANCE BALANCE
- ----------------------------------------------------------------------------
Interest Only, Then
Amortizing 114 $2,325,161,482 59.6%
Interest Only 25 986,459,000 25.3
Amortizing 49 589,334,039 15.1
--- -------------- -----
TOTAL 188 $3,900,954,521 100.0%
- ----------------------------------------------------------------------------
DISTRIBUTION OF LOCKBOXES
- ----------------------------------------------------------------------------
PERCENTAGE OF
AGGREGATE
NUMBER OF CUT-OFF DATE CUT-OFF DATE
LOCKBOX TYPE MORTGAGE LOANS BALANCE BALANCE
- ----------------------------------------------------------------------------
Hard 42 $2,339,357,389 60.0%
Soft 15 $440,667,059 11.3%
- ----------------------------------------------------------------------------
DISTRIBUTION OF LTV RATIOS AT CUT-OFF DATE
- ----------------------------------------------------------------------------
PERCENTAGE OF
AGGREGATE
NUMBER OF CUT-OFF DATE CUT-OFF DATE
RANGE OF LTV (%) MORTGAGE LOANS BALANCE BALANCE
- ----------------------------------------------------------------------------
38.20 - 50.00 9 $193,523,325 5.0%
50.01 - 60.00 12 94,426,636 2.4
60.01 - 65.00 15 247,202,755 6.3
65.01 - 70.00 28 401,324,726 10.3
70.01 - 75.00 35 853,777,571 21.9
75.01 - 80.00 83 2,026,119,367 51.9
80.01 - 89.30 6 84,580,142 2.2
--- -------------- -----
TOTAL 188 $3,900,954,521 100.0%
- ----------------------------------------------------------------------------
DISTRIBUTION OF MORTGAGE INTEREST RATE (%)
- ----------------------------------------------------------------------------
PERCENTAGE OF
AGGREGATE
RANGE OF MORTGAGE NUMBER OF CUT-OFF DATE CUT-OFF DATE
RATES (%) MORTGAGE LOANS BALANCE BALANCE
- ----------------------------------------------------------------------------
4.850% - 5.000% 7 $164,407,976 4.2%
5.001% - 5.250% 17 295,396,026 7.6
5.251% - 5.500% 32 1,001,302,178 25.7
5.501% - 5.750% 72 1,206,214,015 30.9
5.751% - 6.000% 42 608,405,970 15.6
6.001% - 6.500% 14 494,094,418 12.7
6.501% - 6.865% 4 131,133,938 3.4
--- -------------- -----
TOTAL 188 $3,900,954,521 100.0%
- ----------------------------------------------------------------------------
DISTRIBUTION OF ORIGINAL TERMS TO MATURITY
- ----------------------------------------------------------------------------
PERCENTAGE OF
AGGREGATE
RANGE OF ORIGINAL NUMBER OF CUT-OFF DATE CUT-OFF DATE
TERMS TO MATURITY (MOS) MORTGAGE LOANS BALANCE BALANCE
- ----------------------------------------------------------------------------
56 - 60 21 $1,085,035,898 27.8%
61 - 119 10 505,055,000 12.9
120 - 120 157 2,310,863,623 59.2
--- -------------- -----
TOTAL 188 $3,900,954,521 100.0%
- ----------------------------------------------------------------------------
DISTRIBUTION OF REMAINING TERMS TO MATURITY
- ----------------------------------------------------------------------------
PERCENTAGE OF
AGGREGATE
RANGE OF REMAINING NUMBER OF CUT-OFF DATE CUT-OFF DATE
TERMS TO MATURITY (MOS) MORTGAGE LOANS BALANCE BALANCE
- ----------------------------------------------------------------------------
51 - 60 21 $1,085,035,898 27.8%
61 - 110 9 289,555,000 7.4
111 - 115 17 380,595,492 9.8
116 - 116 36 569,192,482 14.6
117 - 117 20 369,182,372 9.5
118 - 118 41 550,832,921 14.1
119 - 120 44 656,560,356 16.8
--- -------------- -----
TOTAL 188 $3,900,954,521 100.0%
- ----------------------------------------------------------------------------
DISTRIBUTION OF REMAINING AMORTIZATION TERMS
- ----------------------------------------------------------------------------
PERCENTAGE OF
AGGREGATE
RANGE OF REMAINING NUMBER OF CUT-OFF DATE CUT-OFF DATE
AMORTIZATION TERMS (MOS) MORTGAGE LOANS BALANCE BALANCE
- ----------------------------------------------------------------------------
Interest Only 25 $986,459,000 25.3%
238 - 299 13 181,072,028 4.6
300 - 359 41 689,232,010 17.7
360 - 360 109 2,044,191,482 52.4
--- -------------- -----
TOTAL 188 $3,900,954,521 100.0%
- ----------------------------------------------------------------------------
DISTRIBUTION OF PREPAYMENT PROVISIONS
- ----------------------------------------------------------------------------
PREPAYMENT PROVISIONS PERCENTAGE OF
AGGREGATE
NUMBER OF CUT-OFF DATE CUT-OFF DATE
MORTGAGE LOANS BALANCE BALANCE
- ----------------------------------------------------------------------------
Defeasance 174 $3,790,351,302 97.2%
Greater of YM or 1% 12 95,053,219 2.4
YM/Defeasance 1 9,550,000 0.2
Greater of YM +1% or 2% 1 6,000,000 0.2
--- -------------- -----
TOTAL 188 $3,900,954,521 100.0%
- ----------------------------------------------------------------------------
DISTRIBUTION OF ESCROW TYPES
- ----------------------------------------------------------------------------
PERCENTAGE OF
AGGREGATE
NUMBER OF CUT-OFF DATE CUT-OFF DATE
ESCROW TYPE (1) MORTGAGE LOANS BALANCE BALANCE
- ----------------------------------------------------------------------------
Real Estate Tax 153 $2,743,975,407 70.3%
Insurance 147 $2,639,241,865 67.7%
Replacement Reserve 136 $2,465,078,984 63.2%
TI/LC (2) 82 $1,696,687,153 58.7%
- ----------------------------------------------------------------------------
(1) Includes initial and ongoing reserves and escrows.
(2) The TI/LC percentage of initial mortgage pool balance does not include
mortgage loans secured by multifamily, hospitality, manufactured housing
community, other or self storage properties.
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") for the offering to which this
communication relates. Before you invest, you should read the prospectus in the
registration statement and other documents the depositor has filed with the SEC
for more complete information about the depositor, the issuing trust and this
offering. You may get these documents for free by visiting EDGAR on the SEC
website at www.sec.gov. Alternatively, the depositor or Goldman, Sachs & Co.,
any underwriter, or any dealer participating in this offering will arrange to
send you the prospectus if you request it by calling toll-free 1-866-471-2526.
[LOGO]RBS GREENWICH CAPITAL [GRAPHIC OMITTED]
D-4
GSMS 2006-GG6
- --------------------------------------------------------------------------------
MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
- --------------------------------------------------------------------------------
The table below identifies each of the mortgage loans included in the
trust that have corresponding companion loans.
SUBORDINATE PARI PASSU
ORIGINAL COMPANION ORIGINAL COMPANION ORIGINAL ORIGINAL
PRINCIPAL % OF INITIAL LOAN ORIGINAL LOAN WHOLE LOAN WHOLE LOAN
MORTGAGE LOAN LOAN BALANCE POOL BALANCE BALANCE BALANCE LTV DSCR
- ------------------------------------ ------------ ------------ ------------------ ------------- ---------- ----------
Maryland Multifamily Portfolio...... $140,000,000 3.6% N/A $200,000,000 75.9% 1.42x
The Shops at LaCantera.............. $130,000,000 3.3% $50,000,000 (1) N/A 63.2% 1.46x
Millennium in Midtown............... $73,070,000 1.9% $8,090,000 (2) N/A 81.6% 1.32x
SilverCreek Portfolio Phase I....... $68,740,000 1.8% $4,700,000 (3) N/A 85.5% 1.18x
JQH Hotel Portfolio B3.............. $55,000,000 1.4% N/A $186,000,000 68.3% 1.49x
Shaner Hotel Portfolio.............. $24,800,000 0.6% $11,200,000 (4) $82,500,000 72.9% 1.56x
Manchester Parkade.................. $17,500,000 0.4% $2,000,000 (5) N/A 75.6% 1.33x
Stones River Apartments............. $7,920,000 0.2% $495,000 (6) N/A 83.3% 1.09x
North Chase I....................... $6,080,000 0.2% $380,000 (7) N/A 85.0% 1.14x
(1) The Shops at LaCantera Subordinate Companion Loan has an interest rate of
5.656%.
(2) The Millennium in Midtown Subordinate Companion Loan has an interest rate
of 6.383%.
(3) The SilverCreek Portfolio Phase I Subordinate Companion Loan has an
interest rate of 6.500%.
(4) The Shaner Hotel Portfolio Subordinate Companion Loan has an interest rate
of 5.710%.
(5) The Manchester Parkade Subordinate Companion Loan has an interest rate of
5.795%.
(6) The Stones River Apartments Subordinate Companion Loan has an interest
rate of 12.750%.
(7) The North Chase I Subordinate Companion Loan has an interest rate of
12.750%.
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") for the offering to which this
communication relates. Before you invest, you should read the prospectus in the
registration statement and other documents the depositor has filed with the SEC
for more complete information about the depositor, the issuing trust and this
offering. You may get these documents for free by visiting EDGAR on the SEC
website at www.sec.gov. Alternatively, the depositor or Goldman, Sachs & Co.,
any underwriter, or any dealer participating in this offering will arrange to
send you the prospectus if you request it by calling toll-free 1-866-471-2526.
[LOGO]RBS GREENWICH CAPITAL [GRAPHIC OMITTED]
D-5
GSMS 2006-GG6
- --------------------------------------------------------------------------------
MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
- --------------------------------------------------------------------------------
MORTGAGE POOL PREPAYMENT PROFILE
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL POOL (1)
- ------------------------------------------------------------------------------------------------------------------------------------
PREPAYMENT APRIL APRIL APRIL APRIL APRIL APRIL APRIL
RESTRICTIONS 2006 2007 2008 2009 2010 2011 2012
- ------------------------------------------------------------------------------------------------------------------------------------
Locked out / Defeasance 99.76% 99.76% 98.34% 97.75% 94.59% 96.18% 91.50%
> of YM or 1% 0.00% 0.00% 1.66% 2.10% 2.09% 3.09% 3.10%
> of YM or 8% 0.24% 0.24% 0.00% 0.00% 0.00% 0.00% 0.00%
> of YM + 1% or 2% 0.00% 0.00% 0.00% 0.15% 0.15% 0.21% 0.21%
- ------------------------------------------------------------------------------------------------------------------------------------
Open 0.00% 0.00% 0.00% 0.00% 3.18% 0.52% 5.20%
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL (2) 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
Balance of Mortgage Loans ($mm) 3,900.95 3,891.85 3,879.53 3,855.91 3,823.96 2,740.81 2,693.74
% OF CUT-OFF BALANCE 100.00% 99.77% 99.45% 98.85% 98.03% 70.26% 69.05%
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
PREPAYMENT APRIL APRIL APRIL APRIL
RESTRICTIONS 2013 2014 2015 2016
- ------------------------------------------------------------------------------------------------------------------------------------
Locked out / Defeasance 96.38% 96.35% 85.47% 0.00%
> of YM or 1% 3.39% 3.42% 3.41% 0.00%
> of YM or 8% 0.00% 0.00% 0.00% 0.00%
> of YM + 1% or 2% 0.22% 0.23% 0.00% 0.00%
- ------------------------------------------------------------------------------------------------------------------------------------
Open 0.00% 0.00% 11.11% 0.00%
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL (2) 100.00% 100.00% 100.00% 0.00%
Balance of Mortgage Loans ($mm) 2,415.76 2,351.48 2,313.16 0.00
% OF CUT-OFF BALANCE 61.93% 60.28% 59.30% 0.00%
- ------------------------------------------------------------------------------------------------------------------------------------
(1) Table calculated using modeling assumptions as described in the
prospectus supplement.
(2) Differences in totals may exist due to rounding.
- ------------------------------------------------------------------------------------------------------------------------------------
LOAN GROUP 1 (1)
- ------------------------------------------------------------------------------------------------------------------------------------
PREPAYMENT APRIL APRIL APRIL APRIL APRIL APRIL APRIL
RESTRICTIONS 2006 2007 2008 2009 2010 2011 2012
- ------------------------------------------------------------------------------------------------------------------------------------
Locked out / Defeasance 99.73% 99.74% 98.20% 97.56% 94.11% 96.29% 96.30%
> of YM or 1% 0.00% 0.00% 1.80% 2.28% 2.27% 3.48% 3.47%
> of YM or 8% 0.27% 0.26% 0.00% 0.00% 0.00% 0.00% 0.00%
> of YM + 1% or 2% 0.00% 0.00% 0.00% 0.16% 0.16% 0.23% 0.23%
- ------------------------------------------------------------------------------------------------------------------------------------
Open 0.00% 0.00% 0.00% 0.00% 3.45% 0.00% 0.00%
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL (2) 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
Balance of Mortgage Loans ($mm) 3,589.15 3,580.26 3,568.48 3,546.02 3,515.78 2,434.44 2,403.60
% OF CUT-OFF BALANCE 100.00% 99.75% 99.42% 98.80% 97.96% 67.83% 66.97%
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
PREPAYMENT APRIL APRIL APRIL APRIL
RESTRICTIONS 2013 2014 2015 2016
- ------------------------------------------------------------------------------------------------------------------------------------
Locked out / Defeasance 96.19% 96.16% 84.71% 0.00%
> of YM or 1% 3.57% 3.60% 3.59% 0.00%
> of YM or 8% 0.00% 0.00% 0.00% 0.00%
> of YM + 1% or 2% 0.24% 0.24% 0.00% 0.00%
- ------------------------------------------------------------------------------------------------------------------------------------
Open 0.00% 0.00% 11.70% 0.00%
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL (2) 100.00% 100.00% 100.00% 0.00%
Balance of Mortgage Loans ($mm) 2,295.08 2,232.98 2,196.97 0.00
% OF CUT-OFF BALANCE 63.94% 62.21% 61.21% 0.00%
- ------------------------------------------------------------------------------------------------------------------------------------
(1) Table calculated using modeling assumptions as described in the
prospectus supplement.
(2) Differences in totals may exist due to rounding.
- ------------------------------------------------------------------------------------------------------------------------------------
LOAN GROUP 2 (1)
- ------------------------------------------------------------------------------------------------------------------------------------
PREPAYMENT APRIL APRIL APRIL APRIL APRIL APRIL APRIL
RESTRICTIONS 2006 2007 2008 2009 2010 2011 2012
- ------------------------------------------------------------------------------------------------------------------------------------
Locked out / Defeasance 100.00% 100.00% 100.00% 100.00% 100.00% 95.33% 51.75%
> of YM or 1% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
> of YM or 8% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
> of YM + 1% or 2% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
- ------------------------------------------------------------------------------------------------------------------------------------
Open 0.00% 0.00% 0.00% 0.00% 0.00% 4.67% 48.25%
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL (2) 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
Balance of Mortgage Loans ($mm) 311.80 311.59 311.05 309.90 308.18 306.37 290.14
% OF CUT-OFF BALANCE 100.00% 99.93% 99.76% 99.39% 98.84% 98.26% 93.05%
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
PREPAYMENT APRIL APRIL APRIL APRIL
RESTRICTIONS 2013 2014 2015 2016
- ------------------------------------------------------------------------------------------------------------------------------------
Locked out / Defeasance 100.00% 100.00% 100.00% 0.00%
> of YM or 1% 0.00% 0.00% 0.00% 0.00%
> of YM or 8% 0.00% 0.00% 0.00% 0.00%
> of YM + 1% or 2% 0.00% 0.00% 0.00% 0.00%
- ------------------------------------------------------------------------------------------------------------------------------------
Open 0.00% 0.00% 0.00% 0.00%
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL (2) 100.00% 100.00% 100.00% 0.00%
Balance of Mortgage Loans ($mm) 120.67 118.50 116.20 0.00
% OF CUT-OFF BALANCE 38.70% 38.00% 37.27% 0.00%
- ------------------------------------------------------------------------------------------------------------------------------------
(1) Table calculated using modeling assumptions as described in the
prospectus supplement.
(2) Differences in totals may exist due to rounding.
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") for the offering to which this
communication relates. Before you invest, you should read the prospectus in the
registration statement and other documents the depositor has filed with the SEC
for more complete information about the depositor, the issuing trust and this
offering. You may get these documents for free by visiting EDGAR on the SEC
website at www.sec.gov. Alternatively, the depositor or Goldman, Sachs & Co.,
any underwriter, or any dealer participating in this offering will arrange to
send you the prospectus if you request it by calling toll-free 1-866-471-2526.
[LOGO]RBS GREENWICH CAPITAL [GRAPHIC OMITTED]
D-6
GSMS 2006-GG6
- --------------------------------------------------------------------------------
TRANSACTION TERMS
- --------------------------------------------------------------------------------
ISSUE TYPE Sequential Pay REMIC
CUT-OFF DATE With respect to each mortgage loan, the later of the due date in March 2006 for
that mortgage loan or the date of origination of that mortgage loan. All mortgage
loan characteristics are based on balances as of the cut-off date after application
of all payments due on or before such date (whether or not received). All
percentages presented in this term sheet are approximate.
MORTGAGE POOL The mortgage pool consists of 188 mortgage loans with an aggregate cut-off date
balance of $3,900,954,521, subject to a variance of +/- 5%. The mortgage loans are
secured by 315 mortgaged real properties located throughout 45 states and the
District of Columbia. Loan Group 1 is comprised of 168 loans and Loan Group 2 is
comprised of 20 loans.
ISSUING ENTITY GS Mortgage Securities Trust 2006-GG6
DEPOSITOR GS Mortgage Securities Corporation II
SPONSORS Greenwich Capital Financial Products, Inc. and Goldman Sachs Mortgage Company
MORTGAGE LOAN SELLERS Greenwich Capital Financial Products, Inc., Goldman Sachs Mortgage Company and
Commerzbank AG, New York Branch
UNDERWRITERS Greenwich Capital Markets, Inc. and Goldman, Sachs & Co., as Co-Lead Bookrunning
Managers
Credit Suisse Securities (USA) LLC, Merrill Lynch & Co., Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC, as Co-Managers
TRUSTEE Wells Fargo Bank, N. A.
MASTER SERVICER Wachovia Bank, National Association
SPECIAL SERVICER ING Clarion Partners, LLC
RATING AGENCIES Fitch, Inc. and Standard and Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc.
DENOMINATIONS $10,000 minimum for the offered certificates.
CLOSING DATE On or about March 23, 2006
SETTLEMENT TERMS Book-entry through DTC for all offered certificates.
DETERMINATION DATE The sixth day of each month, or if such sixth day is not a business day, the next
business day.
DISTRIBUTION DATE The tenth day of each month, or if any tenth day is not a business day, the
next business day, provided that the distribution date will be at least four
business days following the determination date.
DISTRIBUTIONS Each class of offered certificates will be entitled on each distribution date to
interest accrued at its pass-through rate for that distribution date on the
outstanding certificate balance of the class during the prior calendar month.
Interest on the offered certificates will be calculated on the basis of twelve
30-day months and a 360-day year.
Generally, the interest from the Available Distribution Amount related to Loan
Group 1 will be used to pay interest to class A-1, class A-2, class A-3, class A-AB
and class A-4, pro rata, until paid in full. Generally, the interest from the
Available Distribution Amount related to Loan Group 2 will be used to pay interest
to the class A-1A until paid in full. Generally, any remaining Available
Distribution Amount will be used to pay interest to class X-P and class X-C, pro
rata, until paid in full. If any of the above Available Distribution Amounts are
not sufficient to pay interest on class A-1, class A-2, class A-3, class A-AB,
class A-4, class A-1A, class X-P and class X-C, then the entire Available
Distribution Amount will be used to pay interest pro rata to those certificates.
Generally, the Available Distribution Amount related to Loan Group 1 will be used
to pay principal to the class A-1, class A-2, class A-3, class A-AB and class A-4
certificates as follows:
(1) to class A-AB, the amount necessary to reduce the aggregate certificate
balance of the class A-AB certificates to the class A-AB planned principal balance;
(2) to class A-1, until paid in full, all amounts of Available Distribution
Amount remaining after the distributions pursuant to clause (1);
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") for the offering to which this
communication relates. Before you invest, you should read the prospectus in the
registration statement and other documents the depositor has filed with the SEC
for more complete information about the depositor, the issuing trust and this
offering. You may get these documents for free by visiting EDGAR on the SEC
website at www.sec.gov. Alternatively, the depositor or Goldman, Sachs & Co.,
any underwriter, or any dealer participating in this offering will arrange to
send you the prospectus if you request it by calling toll-free 1-866-471-2526.
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GSMS 2006-GG6
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TRANSACTION TERMS
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(3) to class A-2, until paid in full, all amounts of Available Distribution
Amount remaining after the distributions pursuant to clauses (1) and (2);
(4) to class A-3, until paid in full, all amounts of Available Distribution
Amount remaining after the distributions pursuant to clauses (1), (2) and (3);
(5) to class A-AB, until paid in full, all amounts of Available
Distribution Amount remaining after the distributions pursuant to clauses (1), (2),
(3) and (4); and
(6) to class A-4, until paid in full, all amounts of Available Distribution
Amount remaining after the distributions pursuant to clauses (1), (2), (3), (4) and
(5).
After class A-1, A-2, A-3, A-AB and A-4 are paid all amounts to which they are
entitled, the remaining Available Distribution Amount related to Loan Group 1 will
be used to pay principal to class A-1A until paid in full.
Generally, the Available Distribution Amount related to Loan Group 2 will be used
to pay principal to the class A-1A until paid in full, then to pay principal to the
class A-1, A-2, A-3, A-AB and A-4 in the same manner as principal distributions are
made to those classes with respect to amounts related to Loan Group 1 as discussed
above, until paid in full.
After class A-1, A-2, A-3, A-AB, A-4 and class A-1A are paid all amounts to which
they are entitled, the remaining Available Distribution Amount related to both Loan
Groups will be used to pay interest and principal sequentially to the class A-M,
A-J, B, C, D, E, F, G, H, J, K, L, M, N, O, P, Q and S certificates.
Notwithstanding the foregoing, on and after the date the certificate balances of
the class A-M, A-J, B, C, D, E, F, G, H, J, K, L, M, N, O, P, Q and S certificates
have been reduced to zero, principal will be paid pro rata based on their
certificate balances to class A-1, A-2, A-3, A-AB, A-4 and class A-1A without
regard to loan groups.
LOSSES Realized Losses and Additional Trust Fund Expenses, if any, will be allocated to
the class S, class Q, class P, class O, class N, class M, class L, class K, class
J, class H, class G, class F, class E, class D, class C, class B, class A-J and
class A-M certificates, in that order, and then, pro rata, to the class A-1, class
A-2, class A-3, class A-AB, class A-4 and class A-1A certificates (without regard
to the class A-AB planned principal balance and without regard to loan groups).
PREPAYMENT PREMIUMS Any prepayment premiums or yield maintenance charges collected will be distributed
AND YIELD MAINTENANCE to certificateholders on the distribution date following the prepayment. On each
CHARGES distribution date, the holders of any class of offered certificates and class G,
class H, class J and class K certificates that are then entitled to principal
distributions will be entitled to a portion of prepayment premiums or yield
maintenance charges equal to the product of (a) the amount of the prepayment
premiums or yield maintenance charges net of workout fees and liquidation fees,
multiplied by (b) a fraction, the numerator of which is equal to the excess, if
any, of the pass-through rate for that class of certificates over the relevant
discount rate, and the denominator of which is equal to the excess, if any, of the
mortgage interest rate of the prepaid mortgage loan over the relevant discount
rate, multiplied by (c) a fraction, the numerator of which is equal to the amount
of principal payable to that class of certificates on that payment date from the
group of which that mortgage loan is a part on that payment date, and the
denominator of which is the Total Principal Payment Amount from the group of which
that mortgage loan is a part on that payment date.
The portion, if any, of the prepayment premiums or yield maintenance charges
remaining after any payments described above will be distributed 100% to the
holders of the class X-C certificates.
ADVANCES The master servicer and, if it fails to do so, the trustee will be obligated to
make P&I advances and servicing advances, including paying delinquent property
taxes and insurance premiums, but only to the extent that those advances are not
deemed non-recoverable and in the case of P&I advances subject to any appraisal
reductions that may occur.
APPRAISAL REDUCTIONS An appraisal reduction generally will be created in the amount, if any, by which
the principal balance of a required appraisal loan (plus other amounts overdue or
advanced in connection with such loan) exceeds 90% of the appraised value of the
related mortgaged property plus certain escrows and reserves (including letters of
credit) held with respect to the mortgage loan. As a result of calculating an
appraisal reduction amount for a given mortgage loan, the interest portion of any
P&I advance for such loan will be reduced, which will have the effect of reducing
the amount of interest available for distribution to the certificates in reverse
alphabetical order of the classes. A required appraisal loan will cease to be a
required appraisal loan when the related mortgage loan has been brought current for
at least three consecutive months and no other circumstances exist, which would
cause such mortgage loan to be a required appraisal loan.
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") for the offering to which this
communication relates. Before you invest, you should read the prospectus in the
registration statement and other documents the depositor has filed with the SEC
for more complete information about the depositor, the issuing trust and this
offering. You may get these documents for free by visiting EDGAR on the SEC
website at www.sec.gov. Alternatively, the depositor or Goldman, Sachs & Co.,
any underwriter, or any dealer participating in this offering will arrange to
send you the prospectus if you request it by calling toll-free 1-866-471-2526.
[LOGO]RBS GREENWICH CAPITAL [GRAPHIC OMITTED]
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GSMS 2006-GG6
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TRANSACTION TERMS
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OPTIONAL TERMINATION The master servicer, the special servicer and certain certificateholders will have
the option to terminate the trust, in whole but not in part, and purchase the
remaining assets of the trust on or after the payment date on which the stated
principal balance of the mortgage loans then outstanding is less than 1.0% of the
initial mortgage pool balance. The purchase price will generally be at a price
equal to the unpaid aggregate principal balance of the mortgage loans (or fair
market value in the case of REO Properties), plus accrued and unpaid interest and
certain other additional trust fund expenses, as described in the prospectus
supplement. In addition, after the certificate balance of the class A-1 through
class F certificates has been reduced to zero, the trust may also be terminated,
subject to the consent of the master servicer (in its sole discretion), if all of
the remaining series 2006-GG6 certificates (excluding class R and class LR) are
held by a single certificateholder, and that certificateholder exchanges all of the
then outstanding series 2006-GG6 certificates (excluding class R and class LR) for
the mortgage loans remaining in the trust.
CONTROLLING CLASS The class of sequential pay certificates (a) which bears the latest alphabetical
class designation (other than the class X-P, class X-C, class R and class LR
certificates) and (b) which has a certificate balance greater than 25% of its
original certificate balance; provided, however, that if no class of sequential pay
certificates satisfies clause (b) above, the controlling class will be the
outstanding class of sequential pay certificates bearing the latest alphabetical
class designation (other than the class X-P, class X-C, class R and class LR
certificates); provided, further, with respect to certain issues related to the
mortgage loans that are part of a split structure, the holder of the majority
interest of the related subordinated or pari passu companion loan may have certain
consultation or approval rights with respect to servicing matters, as described in
the prospectus supplement.
TENANTS References in this term sheet to the rating of a tenant may refer to the rating of
a parent of the actual tenant and the rated entity may not be an actual party to
that lease. The rated parent may not guarantee the lease.
ERISA The offered certificates are expected to be ERISA eligible.
SMMEA The class A-1, class A-2, class A-3, class A-AB, class A-4, class A-1A, class A-M,
class A-J, class B, class C and class D certificates are expected to be
"mortgage-related securities" for the purposes of SMMEA so long as they remain
rated in one of the two highest rating categories by a nationally recognized
statistical rating organization.
None of the offered certificates or the mortgage loans included in the trust
which back the certificates is insured or guaranteed by any governmental agency
or instrumentality or by any private mortgage insurer or by The Royal Bank of
Scotland plc, the depositor, the underwriters, the mortgage loan sellers, the
master servicer, the special servicer, or any other party.
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") for the offering to which this
communication relates. Before you invest, you should read the prospectus in the
registration statement and other documents the depositor has filed with the SEC
for more complete information about the depositor, the issuing trust and this
offering. You may get these documents for free by visiting EDGAR on the SEC
website at www.sec.gov. Alternatively, the depositor or Goldman, Sachs & Co.,
any underwriter, or any dealer participating in this offering will arrange to
send you the prospectus if you request it by calling toll-free 1-866-471-2526.
[LOGO]RBS GREENWICH CAPITAL [GRAPHIC OMITTED]
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PROSPECTUS
- --------------------------------------------------------------------------------
GS MORTGAGE SECURITIES CORPORATION II
SELLER
COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES (ISSUABLE IN SERIES)
GS Mortgage Securities Corporation II from time to time will offer Commercial
Mortgage Pass-Through Certificates in separate series. We will offer the
certificates through this prospectus and a separate prospectus supplement for
each series. If specified in the related prospectus supplement, we may not offer
all of the classes of certificates in a particular series. For each series, we
will establish a trust fund consisting primarily of (i) mortgage loans secured
by first, second or third liens on commercial real estate, multifamily and/or
mixed residential/commercial properties or (ii) certain financial leases and
similar arrangements equivalent to the mortgage loans and other assets as
described in this prospectus and to be specified in the related prospectus
supplement. The certificates of a series will evidence beneficial ownership
interests in the trust fund. 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, the rights of certain holders of classes may be subordinate to the
rights of holders of other classes to receive principal and interest. The
certificates of any series are not obligations of GS Mortgage Securities
Corporation II or any of its affiliates, and neither the certificates nor the
underlying mortgage loans are insured or guaranteed by any governmental agency.
--------------------
The Securities and Exchange Commission and state securities regulators have not
approved or disapproved of the offered certificates or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
--------------------
No secondary market will exist for a series of certificates prior to its
offering. We cannot assure you that a secondary market will develop for the
certificates of any series or, if it does develop, that it will continue.
--------------------
INVESTING IN THE OFFERED CERTIFICATES INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 3 OF THIS PROSPECTUS. FOR EACH SERIES, SEE "RISK FACTORS" IN
THE RELATED PROSPECTUS SUPPLEMENT.
--------------------
The certificates may be offered through one or more different methods, including
offerings through underwriters, as more fully described under "PLAN OF
DISTRIBUTION" on page 73 of this prospectus and in the related prospectus
supplement. Our affiliates may from time to time act as agents or underwriters
in connection with the sale of the offered certificates. Offerings of certain
classes 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, which offerings will not
be made pursuant to this prospectus or the related registration statement.
--------------------
This prospectus may not be used to consummate sales of the offered certificates
unless accompanied by a prospectus supplement.
--------------------
August 30, 2005
1
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS
PROSPECTUS AND EACH ACCOMPANYING PROSPECTUS SUPPLEMENT
Information about the offered certificates is contained in two separate
documents that progressively provide more detail: (a) this prospectus, which
provides general information, some of which may not apply to the offered
certificates; and (b) the accompanying prospectus supplement for each series,
which describes the specific terms of the offered certificates. IF THE TERMS OF
THE OFFERED CERTIFICATES VARY BETWEEN THIS PROSPECTUS AND THE ACCOMPANYING
PROSPECTUS SUPPLEMENT, YOU SHOULD RELY ON THE INFORMATION IN THE PROSPECTUS
SUPPLEMENT.
You should rely only on the information contained in this prospectus and
the accompanying prospectus supplement. We have not authorized anyone to provide
you with information that is different from that contained in this prospectus
and the prospectus supplement. The information in this prospectus is accurate
only as of the date of this prospectus.
Certain capitalized terms are defined and used in this prospectus to
assist you in understanding the terms of the offered certificates and this
offering. The capitalized terms used in this prospectus are defined on the pages
indicated under the caption "INDEX OF DEFINED TERMS" beginning on page 77 in
this prospectus.
In this prospectus, the terms "Seller," "we," "us" and "our" refer to GS
Mortgage Securities Corporation II.
--------------------
If you require additional information, the mailing address of our
principal executive offices is GS Mortgage Securities Corporation II, 85 Broad
Street, New York, New York 10004 and the telephone number is (212) 902-1000. For
other means of acquiring additional information about us or a series of
certificates, see "INCORPORATION OF CERTAIN INFORMATION BY REFERENCE" beginning
on page 75 of this prospectus.
--------------------
TABLE OF CONTENTS
RISK FACTORS............................................................... 3
THE PROSPECTUS SUPPLEMENT.................................................. 5
THE SELLER................................................................. 7
USE OF PROCEEDS............................................................ 8
DESCRIPTION OF THE CERTIFICATES............................................ 8
THE MORTGAGE POOLS......................................................... 15
SERVICING OF THE MORTGAGE LOANS............................................ 20
CREDIT ENHANCEMENT......................................................... 27
SWAP AGREEMENT............................................................. 29
YIELD CONSIDERATIONS....................................................... 30
CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS................................ 31
FEDERAL INCOME TAX CONSEQUENCES............................................ 47
STATE TAX CONSIDERATIONS................................................... 75
ERISA CONSIDERATIONS....................................................... 75
LEGAL INVESTMENT........................................................... 77
PLAN OF DISTRIBUTION....................................................... 79
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.......................... 81
LEGAL MATTERS.............................................................. 82
INDEX OF DEFINED TERMS..................................................... 83
2
RISK FACTORS
You should carefully consider the following risks and the risks described
under "RISK FACTORS" in the prospectus supplement for the applicable series of
certificates before making an investment decision. In particular, distribution
on your certificates will depend on payments received on and other recoveries
with respect to the mortgage loans. Therefore, you should carefully consider the
risk factors relating to the mortgage loans and the mortgaged properties.
Your investment could be materially and adversely affected if any of the
following risks are realized.
RISKS OF COMMERCIAL AND MULTIFAMILY LENDING GENERALLY.
Commercial and multifamily lending generally exposes the lender to a
greater risk of loss than one-to four-family residential lending. Commercial and
multifamily lending typically involves larger loans to single borrowers or
groups of related borrowers than residential one-to four-family mortgage loans.
Further, the repayment of loans secured by income producing properties is
typically dependent upon the successful operation of the related real estate
project. If the cash flow from the project is reduced (for example, if leases
are not obtained or renewed), the borrower's ability to repay the loan may be
impaired. Commercial and multifamily real estate can be affected significantly
by the supply and demand in the market for the type of property securing the
loan and, therefore, may be subject to adverse economic conditions. Market
values may vary as a result of economic events or governmental regulations
outside the control of the borrower or lender that impact the cash flow of the
property. For example, some laws may require modifications to properties such as
the Americans with Disabilities Act, and rent control laws may limit rent
collections in the case of multifamily properties. See "CERTAIN LEGAL ASPECTS OF
THE MORTGAGE LOANS" "--Certain Laws and Regulations," "--Type of Mortgaged
Property" and "--Americans With Disabilities Act" in this prospectus.
It is unlikely that we will obtain new appraisals of the mortgaged
properties or assign new valuations to the mortgage loans in connection with the
offering of the offered certificates. The market values of the underlying
mortgaged properties could have declined since the origination of the related
mortgage loans.
YOUR CERTIFICATES ARE NOT OBLIGATIONS OF ANY OTHER PERSON OR ENTITY.
Your certificates will represent beneficial ownership interests solely in
the assets of the related trust fund and will not represent an interest in or
obligation of us, the originator, the trustee, the master servicer, the special
servicer or any other person. We or another entity may have a limited obligation
to repurchase or substitute certain mortgage loans under certain circumstances
as described in the agreement relating to a particular series. Distributions on
any class of certificates will depend solely on the amount and timing of
payments and other collections in respect of the related mortgage loans. We
cannot assure you that these amounts, together with other payments and
collections in respect of the related mortgage loans, will be sufficient to make
full and timely distributions on any offered certificates. The offered
certificates and the mortgage loans will be insured or guaranteed, in whole or
in part, by the United States or any governmental entity or by any private
mortgage or other insurer only to the extent the prospectus supplement so
provides.
LIMITED LIQUIDITY.
There will have been no secondary market for any series of your
certificates prior to the related offering. We cannot assure you that a
secondary market will develop or, if it does develop, that it will provide you
with liquidity of investment or continue for the life of your certificates.
3
VARIABILITY IN AVERAGE LIFE OF OFFERED CERTIFICATES.
The payment experience on the related mortgage loans will affect the
actual payment experience on and the weighted average lives of the offered
certificates and, accordingly, may affect the yield on the offered certificates.
Prepayments on the mortgage loans will be influenced by:
o the prepayment provisions of the related mortgage notes;
o a variety of economic, geographic and other factors, including prevailing
mortgage rates and the cost and availability of refinancing for commercial
mortgage loans.
o In general, if prevailing interest rates fall significantly below the
interest rates on the mortgage loans, you should expect the rate of
prepayment on the mortgage loans to increase. Conversely, if prevailing
interest rates rise significantly above the interest rates on the mortgage
loans, you should expect the rate of prepayment to decrease.
Certain of the mortgage loans may provide for a prepayment premium if
prepaid during a specified period, and certain of the mortgage loans may
prohibit prepayments of principal in whole or in part during a specified period.
See "DESCRIPTION OF THE MORTGAGE POOL" in the related prospectus supplement for
a description of the prepayment premiums and lockout periods, if any, for the
mortgage loans underlying a series of certificates. The prepayment premiums and
lockout periods can, but do not necessarily, reduce the likelihood of
prepayments. However, in certain jurisdictions, the enforceability of provisions
in mortgage loans prohibiting or limiting prepayment or requiring prepayment
premiums in connection with prepayments may be subject to limitations as
described under "CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS--Enforceability of
Certain Provisions--Prepayment Provisions." We cannot assure you as to the
effect of prepayment premiums or lockout periods on the rate of mortgage loan
prepayment.
The extent to which the master servicer or special servicer, if any,
forecloses upon, takes title to and disposes of any mortgaged property related
to a mortgage loan will affect the weighted average lives of your certificates.
If the master servicer or special servicer, if any, forecloses upon a
significant number of the related mortgage loans, and depending upon the amount
and timing of recoveries from the related mortgaged properties, your
certificates may have a shorter weighted average life.
Delays in liquidations of defaulted mortgage loans and modifications
extending the maturity of mortgage loans will tend to delay the payment of
principal on the mortgage loans. The ability of the related borrower to make any
required balloon payment typically will depend upon its ability either to
refinance the mortgage loan or to sell the related mortgaged property. If a
significant number of the mortgage loans underlying a particular series require
balloon payments at maturity, there is a risk that a number of those mortgage
loans may default at maturity, or that the master servicer or special servicer,
if any, may extend the maturity of a number of those mortgage loans in
connection with workouts. We cannot assure you as to the borrowers' abilities to
make mortgage loan payments on a full and timely basis, including any balloon
payments at maturity. Bankruptcy of the borrower or adverse conditions in the
market where the mortgaged property is located may, among other things, delay
the recovery of proceeds in the case of defaults. Losses on the mortgage loans
due to uninsured risks or insufficient hazard insurance proceeds may create
shortfalls in distributions to certificateholders. Any required indemnification
of the master servicer or special servicer in connection with legal actions
relating to the trust, the related agreements or the certificates may also
result in shortfalls.
CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS.
The laws of the jurisdictions in which the mortgaged properties are
located (which laws may vary substantially) govern many of the legal aspects of
the mortgage loans. These laws may affect the ability to foreclose on, and, in
turn the ability to realize value from, the mortgaged properties securing the
mortgage loans. For example, state law determines:
o what proceedings are required for foreclosure;
4
o whether the borrower and any foreclosed junior lienors may redeem
the property and the conditions under which these rights of
redemption may be exercised;
o whether and to what extent recourse to the borrower is permitted;
and
o what rights junior mortgagees have and whether the amount of fees
and interest that lenders may charge is limited.
In addition, the laws of some jurisdictions may render certain provisions
of the mortgage loans unenforceable or subject to limitations which may affect
lender's rights under the mortgage loans. Installment contracts and financial
leases also may be subject to similar legal requirements. See "CERTAIN LEGAL
ASPECTS OF THE MORTGAGE LOANS" in this prospectus. Delays in liquidations of
defaulted mortgage loans and shortfalls in amounts realized upon liquidation as
a result of the application of these laws may create delays and shortfalls in
payments to certificateholders.
ENVIRONMENTAL LAW CONSIDERATIONS.
Before the trustee, special servicer or the master servicer, as
applicable, acquires title to a property on behalf of the trust or assumes
operation of the property, it will be required to obtain an environmental site
assessment of the mortgaged property pursuant to the American Society for
Testing and Materials (ASTM) guidelines, specifically E 1527-00. This
requirement will decrease the likelihood that the trust will become liable under
any environmental law. However, this requirement may effectively preclude
foreclosure until a satisfactory environmental site assessment is obtained (or
until any required remedial action is taken). Moreover, this requirement may not
necessarily insulate the trust from potential liability under environmental
laws.
Under the laws of certain states, failure to remediate environmental
conditions as required by the state may give rise to a lien on a mortgaged
property or a restriction on the right of the owner to transfer the mortgaged
property to ensure the reimbursement of remediation expenses incurred by the
state. Although the costs of remedial action could be substantial, it is unclear
as to whether and under what circumstances those costs or the requirement to
remediate would be imposed on a secured lender such as the trust fund. However,
under the laws of some states and under applicable federal law, a lender may be
liable for the costs of remedial action in certain circumstances as the "owner"
or "operator" of the Mortgaged Property. See "CERTAIN LEGAL ASPECTS OF THE
MORTGAGE LOANS--Environmental Risks."
RISK OF EARLY TERMINATION.
The trust for a series of certificates may be subject to optional
termination under certain circumstances by certain persons named in the
prospectus supplement for your certificates. In the event of this termination,
you might receive some principal payments earlier than otherwise expected, which
could adversely affect your anticipated yield to maturity.
THE PROSPECTUS SUPPLEMENT
The prospectus supplement for each series of offered certificates will,
among other things, describe to the extent applicable:
o any structural features, such as multiple levels of trusts or the
use of special finance vehicles to hold the mortgage pool, used in
structuring the transaction;
o whether the trust will be treated for federal income tax purposes as
one or more grantor trusts, FASITs or REMICs;
o the identity of each class within a series;
5
o the initial aggregate principal amount, the interest rate (or the
method for determining the rate) and the authorized denominations of
each class of offered certificates;
o certain information concerning the mortgage loans relating to a
series, including the principal amount, type and characteristics of
the mortgage loans on the cut-off date, and, if applicable, the
amount of any reserve fund;
o the identity of the master servicer;
o the identity of the special servicer, if any, and the
characteristics of any specially serviced mortgage loans;
o the method of selection and powers of any representative of a class
of certificates permitted to direct or approve actions of the
special servicer;
o the circumstances, if any, under which the offered certificates are
subject to redemption prior to maturity;
o the final scheduled distribution date of each class of offered
certificates;
o the method used to calculate the aggregate amount of principal
available and required to be applied to the offered certificates on
each distribution date;
o the order of the application of principal and interest payments to
each class of offered certificates and the allocation of principal
to be so applied;
o the extent of subordination of any subordinate certificates;
o for each class of offered certificates, the principal amount that
would be outstanding on specified distribution dates if the mortgage
loans relating to a series were prepaid at various assumed rates;
o the distribution dates for each class of offered certificates;
o the representations and warranties to be made by us or another
entity relating to the mortgage loans;
o information with respect to the terms of the subordinate
certificates or residual certificates, if any;
o additional information with respect to any credit enhancement or
cash flow agreement and, if the certificateholders will be
materially dependent upon any provider of credit enhancement or cash
flow agreement counterparty for timely payment of interest and/or
principal, information (including financial statements) regarding
the provider or counterparty;
o additional information with respect to the plan of distribution;
o whether the offered certificates will be available in definitive
form or through the book-entry facilities of The Depository Trust
Company or another depository;
o if a trust fund contains a concentration of mortgage loans having a
single borrower or that are cross-collateralized and/or
cross-defaulted with each other, or mortgage loans secured by
mortgaged properties leased to a single lessee, including
affiliates, representing 20% or more of the aggregate principal
balance of the mortgage loans in the trust fund, financial
statements for those mortgaged properties as well as specific
information with respect to these mortgage loans, mortgaged
properties and, to the extent material, leases and additional
information concerning any common ownership, common management or
common control of, or cross-default,
6
cross-collateralization or similar provisions relating to, those
mortgaged properties and the concentration of credit risk on those
mortgaged properties;
o if a trust fund contains a concentration of mortgage loans having a
single borrower or that are cross-collateralized and/or
cross-defaulted with each other, or mortgage loans secured by
mortgaged properties leased to a single lessee, including its
affiliates, representing 10% or more, but less than 20%, of the
aggregate principal balance of the mortgage loans in the trust fund,
selected financial information with respect to these mortgaged
properties as well as, to the extent material, specific information
with respect to any common ownership, common management or common
control of, or cross-default, cross-collateralization or similar
provisions relating to, these mortgaged properties and the
concentration of credit risk on those mortgaged properties;
o if applicable, additional information concerning any known concerns
regarding unique economic or other factors where there is a material
concentration of any of the mortgage loans in a specific geographic
region;
o if applicable, additional financial and other information concerning
individual mortgaged properties when there is a substantial
concentration of one or a few mortgage loans in a jurisdiction or
region experiencing economic difficulties which may have a material
effect on the mortgaged properties;
o if a trust fund contains a substantial concentration of one or a few
mortgage loans in a single jurisdiction, a description of material
differences, if any, between the legal aspects of mortgage loans in
that jurisdiction and the summary of general legal aspects of
mortgage loans set forth under "CERTAIN LEGAL ASPECTS OF THE
MORTGAGE LOANS" in this prospectus;
o the rating assigned to each class of offered certificates by the
applicable nationally recognized statistical rating organization or
organizations; and
o whether any class of offered certificates qualifies as "mortgage
related securities" under the Secondary Mortgage Market Enhancement
Act of 1984, as amended, as described under "LEGAL INVESTMENT" in
this prospectus.
THE SELLER
GS Mortgage Securities Corporation II (the "Seller") was incorporated in
the State of Delaware on November 16, 1995, for the purpose of engaging in the
business, among other things, of acquiring and depositing mortgage assets in
trusts in exchange for certificates evidencing interests in the trusts and
selling or otherwise distributing the certificates. The principal executive
offices of the Seller are located at 85 Broad Street, New York, New York 10004.
Its telephone number is (212) 902-1000. The Seller will not have any material
assets other than the trust funds.
Neither the Seller, nor any of its affiliates will insure or guarantee
distributions on the certificates of any series offered by means of this
prospectus and any related prospectus supplement. The Agreement (as defined
below) for each series will provide that the Holders of the certificates for the
series will have no rights or remedies against the Seller or any of its
affiliates for any losses or other claims in connection with the certificates or
the mortgage loans other than the repurchase or substitution of the mortgage
loans by the Seller, if specifically set forth in the Agreement.
The Certificate of Incorporation, as amended, of the Seller provides that
a director of the corporation shall not be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent that the exemption from liability or limitation of
liability is not permitted under the Delaware General Corporation Law as
currently in effect or as may be amended. In addition, the Bylaws of the Seller
provide that the Seller shall indemnify to the full extent permitted by law any
person made or threatened to be made a party to any action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that the person or the person's testator or intestate is
7
or was a director, officer or employee of the Seller or serves or served, at the
request of the Seller, any other enterprise as a director, officer or employee.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "Securities Act"), may be permitted to directors, officers
and controlling persons of the Seller pursuant to the foregoing provisions, or
otherwise, the Seller has been advised that, in the opinion of the Securities
and Exchange Commission, the indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
USE OF PROCEEDS
The Seller intends to apply all or substantially all of the net proceeds
from the sale of each series offered in this Prospectus and by the related
prospectus supplement to acquire the mortgage loans relating to the series, to
establish any reserve funds, for the series, to obtain other credit enhancement,
if any, for the series, to pay costs incurred in connection with structuring and
issuing the certificates and for general corporate purposes. Certificates may be
exchanged by the Seller for mortgage loans.
DESCRIPTION OF THE CERTIFICATES*
The certificates of each series will be issued pursuant to a separate
Pooling and Servicing Agreement (the "Agreement")** to be entered into among the
Seller, the Master Servicer, the Special Servicer, if any, and the Trustee for
that series and any other parties described in the related prospectus
supplement, substantially in the form filed as an exhibit to the Registration
Statement of which this prospectus is a part or in the other form as may be
described in the related 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 additional characteristics of the
certificates offered in that Prospectus Supplement and any additional provisions
of the related Agreement.
At the time of issuance, it is anticipated that the offered 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 at the request of the Seller. Each of the rating
organizations specified in the related prospectus supplement as rating the
offered certificates of the related series at the request of the Seller will be
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. 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 the rating would be. A rating assigned to the
offered certificates by a rating agency that has not been requested by the
Seller to do so may be lower than the rating assigned by a rating agency
pursuant to the Seller's request.
GENERAL
The certificates of each series will be issued in registered or book-entry
form and will represent beneficial ownership interests in a trust created
pursuant to the Agreement for the series. The assets in
_______________________
* Whenever used in this Prospectus the terms "certificates," "trust fund"
and "mortgage pool" 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.
** In the case of a Funding Note (as described below), some or all of the
provisions described in this Prospectus as being part of the Agreement may be
found in other contractual documents connected with the Funding Note, such as a
collateral indenture or a separate servicing agreement, and the term "Agreement"
as used in this Prospectus will include the other contractual documents. The
Prospectus Supplement for a series in which a Funding Note is used will describe
the other contractual documents and will indicate in which documents various
provisions mentioned in this Prospectus are to be found and any modifications to
those provisions.
8
the trust (collectively, the "Trust Fund") for each series will consist of the
following, to the extent provided in the Agreement:
(i) the pool of mortgage loans conveyed to the Trustee pursuant
to the Agreement;
(ii) all payments on or collections in respect of the mortgage
loans due on or after the date specified in the related prospectus
supplement;
(iii) all property acquired by foreclosure or deed in lieu of
foreclosure with respect to the mortgage loans; and
(iv) all other assets or rights, such as a Funding Note, as are
described in the related prospectus supplement.
In addition, the Trust Fund for a series may include various forms of
credit 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 offered certificates. See "CREDIT
ENHANCEMENT" in this prospectus. These other assets, if any, will be described
more fully in the related prospectus supplement.
The prospectus supplement for any series will describe any specific
features of the transaction established in connection with the holding of the
underlying mortgage pool. For example, if so indicated in the prospectus
supplement, at the time the mortgage loans are to be acquired from a third party
and conveyed to the Trust Fund, the third party may establish a
bankruptcy-remote special-purpose entity or a trust, to which the mortgage loans
will be conveyed and which in turn will issue to the Trustee a debt instrument
collateralized by, having recourse only to, and paying through payments (which
may be net of servicing fees and any retained yield) from, the mortgage pool (a
"Funding Note"), and the debt instrument may be conveyed to the Trust Fund as
the medium for holding the mortgage pool.
If specified in the related prospectus supplement, certificates of a given
series may be issued in a single class or two or more 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 or realized losses on the underlying mortgage
loans. Alternatively, or in addition, if so specified in the related prospectus
supplement, classes may be structured to receive principal payments in sequence.
The related prospectus supplement may provide that each class in a group of
classes structured to receive sequential payments of principal will be entitled
to be paid in full before the next class in the group is entitled to receive any
principal payments, or may provide for partially concurrent principal payments
among one or more of the classes. If so specified in the related prospectus
supplement, a class of offered 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 offered certificates
may be offered in the same prospectus supplement as the Senior Certificates of
the series or may be offered in a separate prospectus supplement or may be
offered in one or more transactions exempt from the registration requirements of
the Securities Act. Each class of offered certificates of a series will be
issued in the minimum denominations specified in the related prospectus
supplement.
The prospectus supplement for any series including types of classes
similar to any of those described above will contain a description of their
characteristics and risk factors, including, as applicable:
(i) mortgage principal prepayment effects on the weighted
average lives of the 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.
9
The offered 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 offered certificates may
be subject to transfer restrictions described in the related prospectus
supplement.
If specified in the related prospectus supplement, the offered
certificates may be transferable only in book-entry form through the facilities
of the Depository or another depository identified in the prospectus supplement.
If the certificates of a class are transferable only on the books of The
Depository Trust Company (the "Depository"), no person acquiring a certificate
that is in book-entry form (each, a "beneficial owner") will be entitled to
receive a physical certificate representing the certificate except in the
limited circumstances described in the related prospectus supplement. Instead,
the certificates will be registered in the name of a nominee of the Depository,
and beneficial interests in the certificates will be held by investors through
the book-entry facilities of the Depository, as described in this prospectus.
The Seller has been informed by the Depository that its nominee will be Cede &
Co. Accordingly, Cede & Co. is expected to be the holder of record of any
certificates that are in book-entry form.
If the certificates of a class are transferable only on the books of the
Depository, each beneficial owner's ownership of the certificate will be
recorded on the records of the brokerage firm, bank, thrift institution or other
financial intermediary (each, a "Financial Intermediary") that maintains the
beneficial owner's account for this purpose. In turn, the Financial
Intermediary's ownership of the certificate will be recorded on the records of
the Depository (or of a participating firm that acts as agent for the Financial
Intermediary, whose interest will in turn be recorded on the records of the
Depository, if the beneficial owner's Financial Intermediary is not a Depository
participant). Beneficial ownership of a book-entry certificate may only be
transferred in compliance with the procedures of the Financial Intermediaries
and Depository participants. Because the Depository can act only on behalf of
participants, who in turn act on behalf of indirect participants and certain
banks, the ability of a beneficial owner to pledge book-entry certificates to
persons or entities that do not participate in the Depository system, or to
otherwise act with respect to the book-entry certificates, may be limited due to
the lack of a physical certificate for the book-entry certificates.
The Depository, which is a New York-chartered limited purpose trust
company, performs services for its participants, some of whom (and/or their
representatives) own the Depository. In accordance with its normal procedure,
the Depository is expected to record the positions held by each Depository
participant in the book-entry certificates, whether held for its own account or
as a nominee for another person. In general, beneficial ownership of
certificates will be subject to the rules, regulations and procedures governing
the Depository and Depository participants as are in effect from time to time.
If the offered certificates are transferable on the books of the
Depository, the Depository, or its nominee as record holder of the offered
certificates, will be recognized by the Seller and the Trustee as the owner of
the certificates for all purposes, including notices and consents. In the event
of any solicitation of consents from or voting by Certificateholders pursuant to
the Agreement, the Trustee may establish a reasonable record date and give
notice of the record date to the Depository. In turn, the Depository will
solicit votes from the beneficial owners in accordance with its normal
procedures, and the beneficial owners will be required to comply with the
procedures in order to exercise their voting rights through the Depository.
Distributions of principal of and interest on the book-entry certificates
will be made on each Distribution Date to the Depository or its nominee. The
Depository will be responsible for crediting the amount of the payments to the
accounts of the applicable Depository participants in accordance with the
Depository's normal procedures. Each Depository participant will be responsible
for disbursing the payments to the beneficial owners for which it is holding
book-entry certificates and to each Financial Intermediary for which it acts as
agent. Each Financial Intermediary will be responsible for disbursing funds to
the beneficial owners of the book-entry certificates that it represents.
10
The information in this prospectus concerning the Depository and its
book-entry system has been obtained from sources believed to be reliable, but
the Seller takes no responsibility for the accuracy or completeness of the
information.
In the event a depository other than the Depository is identified in a
prospectus supplement, information similar to that set forth above will be
provided with respect to the depository and its book-entry facilities in the
prospectus supplement.
DISTRIBUTIONS ON CERTIFICATES
Distributions of principal and interest on the certificates of each series
will be made to the registered holders of these certificates
("Certificateholders" or "Holders") by the Trustee (or any 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 to the distribution
as it appears on the certificate register for the series maintained by the
Trustee, by wire transfer or by any other method as is specified in the related
prospectus supplement. The final distribution in retirement of the certificates
of each series will be made upon presentation and surrender of the certificates
at the office or agency specified in the notice to the Certificateholders of the
final distribution, or in any other manner specified in the related prospectus
supplement. 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 any other paying agent as may be identified in the related
prospectus supplement) will distribute to the Certificateholders the amounts of
principal and/or interest, calculated as described in the related prospectus
supplement, that are due to be paid on the Distribution Date. In general, the
amounts will include previously undistributed payments of principal (including
principal prepayments, if any) and interest on the mortgage loans (or amounts in
respect of 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.
The related prospectus supplement for any series of certificates will
specify, for any Distribution Date on which the principal balance of the
mortgage loans is reduced due to losses, the priority and manner in which the
losses will be allocated. As more fully described in the related prospectus
supplement, losses on mortgage loans generally will be allocated after all
proceeds of defaulted mortgage loans have been received by reducing the
outstanding principal amount of the most subordinate outstanding class of
certificates. If specified in the related prospectus supplement, losses may be
estimated on the basis of a qualified appraisal of the Mortgaged Property and
allocated prior to the final liquidation of the Mortgaged Property. The related
prospectus supplement for any series of certificates also will specify the
manner in which principal prepayments, negative amortization and interest
shortfalls will be allocated among the classes of certificates.
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
and 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. As more fully described in the related prospectus
11
supplement, the Master Servicer will deposit into the Collection Account (other
than in respect of principal of, or interest on, the mortgage loans due on or
before the Cut-Off Date):
(1) all payments on account of principal, including
principal prepayments, on the mortgage loans;
(2) all payments on account of interest on the mortgage
loans 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 or otherwise applied
in accordance with the terms of the related mortgage loans;
(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 in connection with
the application of co-insurance clauses, flood damage to REO
Properties and blanket policy deductibles;
(7) any amounts required to be deposited from income with
respect to any REO Property and deposited in the REO Account (to the
extent the funds in the REO Account exceed the expenses of operating
and maintaining REO Properties and reserves established for those
expenses); and
(8) any amounts received from borrowers which represent
recoveries of Property Protection Expenses to the extent not
retained by the Master Servicer to reimburse it for those expenses.
The Special Servicer, if any, will be required to remit immediately to the
Master Servicer or the Trustee any amounts of the types described above that it
receives in respect of the Specially Serviced Mortgage Loans. "Prepayment
Premium" means any premium or yield maintenance charge 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 from time to time certain withdrawals from the Collection
Account to, among other things:
(i) remit certain amounts for the related Distribution Date into
the Distribution Account;
(ii) to the extent specified in the related prospectus
supplement, 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 Special Servicer, if any,
the Trustee and the Seller for certain expenses and provide
indemnification to the Seller, the Master Servicer, the Trustee and, if
applicable, the Special Servicer, as described in the Agreement.
The amounts 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
12
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 that is specified in the
related prospectus supplement (the "Master Servicer Remittance Date"). The
income from the investment of funds in the Collection Account in Permitted
Investments either will constitute additional servicing compensation for the
Master Servicer, and the risk of loss of funds in the Collection Account
resulting from the investments will be borne by the Master Servicer, or will be
remitted to the Certificateholders or other persons specified in the related
prospectus supplement. The amount of any of those losses 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 each REO Property 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 any other specified Mortgaged Properties and certain
third-party expenses in accordance with the Agreement (including expenses
relating to any appraisal, property inspection and environmental
assessment reports required by the Agreement); and
(iii) provide for the reimbursement of certain expenses in respect
of the REO Properties and the other specified Mortgaged Properties.
The amount at any time credited to each REO Account will be fully insured
to the maximum coverage possible or will be invested in Permitted Investments
that mature, or are subject to withdrawal or redemption, on or before the
business day on which the 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 the investments will be borne by the
Trust Fund or by the person described in the prospectus supplement.
"Permitted Investments" will consist of certain high quality debt
obligations consistent with the ratings criteria of, or otherwise satisfactory
to, the Rating Agencies.
As described in the related prospectus supplement for a series of
certificates where the underlying mortgage loans are held through a Funding
Note, some of the accounts described above may be held by the issuer or
collateral trustee of the Funding Note.
AMENDMENT
Unless otherwise specified in the related prospectus supplement, the
Agreement for each series will provide that it may be amended by the parties to
the Agreement without the consent of any of the Certificateholders:
(i) to cure any ambiguity;
(ii) to correct or supplement any provision in the Agreement that
may be inconsistent with any other provision in the Agreement;
(iii) to make other provisions with respect to matters or
questions arising under the Agreement which are not materially
inconsistent with the provisions of the Agreement; or
(iv) for the other reasons specified in the related prospectus
supplement.
13
To the extent specified in the Agreement, each Agreement also will provide
that it may be amended by the parties to the Agreement with the consent of the
Holders of certificates representing an aggregate outstanding principal amount
of not less than 66 2/3% (or any other percentage as may be specified in the
related prospectus supplement) 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 this
amendment may not, among other things:
o 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;
o reduce the aforesaid percentage of certificates the Holders of which
are required to consent to any amendment, without the consent of the
Holders of all certificates then outstanding;
o alter the servicing standard set forth in the related Agreement.
Further, the Agreement for each series may provide that the parties to the
Agreement, 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 the extent as shall be necessary to maintain the
qualification of the Trust Fund as a "real estate mortgage investment conduit"
(a "REMIC"), a "financial asset securitization investment trust" (a "FASIT") or
grantor trust, as the case may be, or to prevent the imposition of any
additional state or local taxes, at all times that any of the certificates are
outstanding; provided, however, that the action, as evidenced by an opinion of
counsel acceptable to the Trustee, is necessary or helpful to maintain the
qualification or to prevent the imposition of any taxes, 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 the
Agreement will be made unless there has been delivered in accordance with the
Agreement an opinion of counsel to the effect that the amendment will not cause
the series to fail to qualify as a REMIC, FASIT or grantor trust at any time
that any of the certificates are outstanding or cause a tax to be imposed on the
Trust Fund under the provisions of the Code.
The prospectus supplement for a series may describe other or different
provisions concerning the amendment of the related Agreement.
TERMINATION
As may be more fully described in the related prospectus supplement, 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 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
certain 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 in the manner described in the
related Agreement to each Certificateholder and the final
14
distribution will be made only upon surrender and cancellation of the related
certificates in the manner described in the Agreement.
REPORTS TO CERTIFICATEHOLDERS
Concurrently with each distribution for each series, the Trustee (or any
other paying agent as may be identified in the related prospectus supplement)
will make available to each Certificateholder several monthly reports setting
forth the information as is specified in the Agreement and described in the
related prospectus supplement, which may include the following information, if
applicable:
(i) information as to principal and interest distributions,
principal amounts, Advances and scheduled principal balances of the
mortgage loans;
(ii) updated information regarding the mortgage loans and a
loan-by-loan listing showing certain information which may include loan
name, property type, location, unpaid principal balance, interest rate,
paid through date and maturity date, which loan-by-loan listing may be
made available electronically;
(iii) financial information relating to the underlying Mortgaged
Properties;
(iv) information with respect to delinquent mortgage loans;
(v) information on mortgage loans which have been modified; and
(vi) information with respect to REO Properties.
The Master Servicer or the Trustee will be required to mail to Holders of
offered certificates of each series periodic unaudited reports concerning the
related Trust Fund. Unless and until definitive certificates are issued, the
reports may be sent on behalf of the related Trust Fund to Cede & Co., as
nominee of the Depository and other registered Holders of the offered
certificates, pursuant to the applicable Agreement. If so specified in the
related prospectus supplement, the reports may be sent to beneficial owners
identified to the Master Servicer or the Trustee. The reports may also be
available to holders of interests in the certificates upon request to their
respective Depository participants. See "DESCRIPTION OF THE
CERTIFICATES--Reports to Certificateholders" in this prospectus. We will file or
cause to be filed with the Securities and Exchange Commission (the "Commission")
the periodic reports with respect to each Trust Fund as are required under the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and the
rules and regulations of the Commission under the Act. Reports that we have
filed with the Commission pursuant to the Exchange Act will be filed by means of
the Electronic Data Gathering, Analysis and Retrieval ("EDGAR") system and,
therefore, should be available at the Commission's site on the World Wide Web.
THE TRUSTEE
The Seller 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 in the related prospectus supplement. The commercial bank or trust
company serving as Trustee may have normal banking relationships with the
Seller, the Master Servicer, the Special Servicer, if any, and their respective
affiliates.
THE MORTGAGE POOLS
GENERAL
Each mortgage pool will consist of one or more mortgage loans secured by
first, second or more junior mortgages, deeds of trust or similar security
instruments ("Mortgages") on, or installment contracts ("Installment Contracts")
for the sale of or financial leases and other similar arrangements equivalent to
the mortgage loans on, fee simple or leasehold interests in commercial real
property, multifamily
15
residential property, mixed residential/commercial property, and related
property and interests (each interest or property, as the case may be, a
"Mortgaged Property"). Each mortgage loan, lease or Installment Contract is
referred to as a mortgage loan in this prospectus.
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 with principal balances that 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; and
7. any other types of mortgage loans described in the
related prospectus supplement.
Certain mortgage loans ("Simple Interest Loans") may provide that
scheduled interest and principal payments on those mortgage loans are applied
first to interest accrued from the last date to which interest has been paid to
the date the payment is received and the remaining balance 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, security agreements, or rents, fixtures and
personalty 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 on the related promissory note
assigns its right, title and interest as landlord under each lease and the
income derived from the lease to the related lender, while retaining a right, or
in some cases 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" in this prospectus.
Certain mortgage loans may provide for "equity participations" which, as
specified in the related prospectus supplement, may or may not be assigned to
the Trust Fund. If so specified in the related prospectus supplement, the
mortgage loans may provide for holdbacks of certain of the proceeds of the
loans. In that event, the amount of the holdback may be deposited by the Seller
into an escrow account held by the Trustee as provided in the related prospectus
supplement.
The mortgage loans generally will not be insured or guaranteed by the
United States, any governmental agency or any private mortgage insurer. Any
insurance or guarantee, if any, will be specifically described in the related
prospectus supplement.
The prospectus supplement relating to each series will generally 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 and
the largest, smallest and average principal balance of the mortgage loans;
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(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 and the weighted average Mortgage Interest Rate of the mortgage
loans;
(iv) the original and remaining terms to stated maturity of the
mortgage loans and the seasoning of the mortgage loans;
(v) the earliest and latest origination date and maturity date
and the weighted average original and remaining terms to stated maturity
of the mortgage loans;
(vi) the loan-to-valuation ratios at origination and current loan
balance-to-original valuation ratios of the mortgage loans;
(vii) the geographic distribution of the Mortgaged Properties
underlying the mortgage loans;
(viii) the minimum interest rates, margins, adjustment caps,
adjustment frequencies, indices and other similar information applicable
to adjustable rate mortgage loans;
(ix) the debt service coverage ratios relating to the mortgage
loans;
(x) information with respect to the prepayment provisions, if
any, of the mortgage loans;
(xi) information as to the payment characteristics of the
mortgage loans, including, without limitation, balloon payment and other
amortization provisions; and
(xii) payment delinquencies, if any, relating to the mortgage
loans.
If specified in the related prospectus supplement, the Seller 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 that case, the Seller may disclose the above-specified information by
mortgage loan group.
In the event that the mortgage loans consist of financial leases or
Installment Contracts, the related prospectus supplement will provide
appropriate specific information analogous to that described above.
In the event detailed information regarding the mortgage loans is not
provided in the prospectus supplement or the composition of the mortgage loans
changes in any material respect from that described in the related prospectus
supplement, the Seller 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.
UNDERWRITING AND INTERIM SERVICING STANDARDS APPLICABLE TO THE MORTGAGE LOANS
The mortgage loans underlying the certificates of a series will be
newly-originated or seasoned mortgage loans and will be purchased or otherwise
acquired from third parties, which third parties may or may not be originators
of the mortgage loans and may or may not be affiliates of the Seller. The
origination standards and procedures applicable to the mortgage loans may differ
from series to series or among the mortgage loans in a given mortgage pool,
depending on the identity of the originator or originators. In the case of
seasoned mortgage loans, the procedures by which the mortgage loans have been
serviced from their origination to the time of their inclusion in the related
mortgage pool may also differ from series to series or among the mortgage loans
in a given mortgage pool.
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The related prospectus supplement for each series will provide information
as to the origination standards and procedures applicable to the mortgage loans
in the related mortgage pool and, to the extent applicable and material, will
provide information as to the servicing of the mortgage loans prior to their
inclusion in the mortgage pool.
ASSIGNMENT OF MORTGAGE LOANS
At the time of issuance of the certificates of each series, the Seller
will cause the mortgage loans (or, in the case of a structure using a Funding
Note, the Funding Note) to be assigned to the Trustee, together with, as more
fully specified in the related prospectus supplement, all payments due on or
with respect to the mortgage loans (or Funding Note), 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 the assignment, will
execute and deliver certificates evidencing the beneficial ownership interests
in the related Trust Fund to the Seller 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 mortgage loan.
In addition, the Seller will, as to each mortgage loan, deliver to the
Trustee, to the extent required by the Agreement:
(i) the mortgage note, endorsed to the order of the Trustee
without recourse;
(ii) the Mortgage and an executed assignment of the Mortgage 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 a financial lease or an Installment Contract), together with its
endorsements, or, in the case of mortgage loans that are not covered by
title insurance, 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;
(vi) a copy of any recorded UCC-1 financing statements and
related continuation statements, together with (in the case of UCC-1
financing statements which are in effect as of the Closing Date) an
original executed UCC-2 or UCC-3 statement, in a form suitable for filing,
disclosing the assignment to the Trustee of a security interest in any
personal property constituting security for the repayment of the Mortgage;
and
(vii) any other documents as may be described in the Agreement
(the 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, that in instances where the original recorded mortgage,
mortgage assignment or any document necessary to assign the Seller's interest in
financial leases or 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 Seller may deliver a photocopy certified to be
the true and complete copy of the original submitted for recording, and the
Master Servicer will cause the original of each document which is unavailable
because it is being or has been submitted for recordation and has not yet been
returned, to be delivered to the Trustee as soon as available.
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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. If any document in the Mortgage Loan File is found to be defective in
any material respect, the Trustee will promptly notify the Seller, the
originator of the related mortgage loan or any other party as is designated in
the related Agreement (the "Responsible Party") and the Master Servicer. To the
extent described in the related prospectus supplement, if the Responsible Party
cannot cure the defect within the time period specified in the related
prospectus supplement, the Responsible Party will be obligated to either
substitute the affected mortgage loan with a Substitute Mortgage Loan or Loans,
or to repurchase the related mortgage loan from the Trustee within the time
period specified in the prospectus supplement at a price specified in the
prospectus supplement, expected to be generally equal to the principal balance
of the mortgage loan 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 any 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 Mortgage Interest Rate to the first day
of the month following the repurchase, plus the amount of any unreimbursed
advances made by the Master Servicer (or any other party as specified in the
related Agreement) in respect of the mortgage loan (the "Repurchase Price").
This substitution or purchase obligation will constitute the sole remedy
available to the Holders of certificates or the Trustee for a material defect in
a constituent document.
The related prospectus supplement will describe procedures for the review
and holding of mortgage loans in the case of a structure using a Funding Note.
REPRESENTATIONS AND WARRANTIES
To the extent specified in the related prospectus supplement, the
Responsible Party with respect to each mortgage loan will have made certain
representations and warranties in respect of the mortgage loan and the
representations and warranties will have been assigned to the Trustee and/or the
Seller will have made certain representations and warranties in respect of the
mortgage loans directly to the Trustee. Certain of the representations and
warranties will be set forth in an annex to the related prospectus supplement.
Upon the discovery of the breach of any representation or warranty in respect of
a mortgage loan that materially and adversely affects the interests of the
Certificateholders of the related series, the Responsible Party or the Seller,
as the case may be, will be obligated either to cure the breach in all material
respects within the time period specified in the prospectus supplement, to
replace the affected mortgage loan with a Substitute Mortgage Loan or Loans or
to repurchase the mortgage loan at a price specified in the prospectus
supplement, expected to be generally equal to the Repurchase Price. The Master
Servicer, the Special Servicer or the Trustee will be required to enforce the
obligation of the Responsible Party or the 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 the mortgage loan. Subject to the
ability of the Responsible Party or the Seller to cure the breach in all
material respects or deliver Substitute Mortgage Loans for certain mortgage
loans as described below, the repurchase or substitution obligation will
constitute the sole remedy available to the Certificateholders of the series for
a breach of a representation or warranty by the Responsible Party or the Seller.
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.
If permitted by the related Agreement for a series, within the period of
time specified in the related prospectus supplement, following the date of
issuance of a series of certificates, the Responsible Party or the 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 ("Defective
Mortgage Loans") initially included in the Trust Fund (or in the mortgage pool
underlying a Funding Note) but which do not conform in one or more respects to
the description of the mortgage loans 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
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is defective in any material respect. The required characteristics of any
Substitute Mortgage Loan will generally include, among other things, that the
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 Defective Mortgage Loan (the
amount of any shortfall to be distributed to Certificateholders in the
month of substitution);
(ii) have a Mortgage Interest Rate not less than (and not more
than 1% greater than) the Mortgage Interest Rate of the Defective Mortgage
Loan;
(iii) have a remaining term to maturity not greater than (and not
more than one year less than) that of the Defective Mortgage Loan; and
(iv) comply with all of the representations and warranties set
forth in the Agreement as of the date of substitution.
If so specified in the related prospectus supplement, other entities may
also make representations and warranties with respect to the mortgage loans
included in a mortgage pool. The other entity will generally have the same
obligations with respect to the representations and warranties as the
Responsible Party or the Seller as more fully described in the prospectus
supplement.
SERVICING OF THE MORTGAGE LOANS
GENERAL
The prospectus supplement related to a series will identify the master
servicer (the "Master Servicer") to service and administer the mortgage loans as
described below, and will set forth certain information concerning the Master
Servicer. The Master Servicer will be responsible for servicing the mortgage
loans pursuant to the Agreement for the related series. The Master Servicer may
have other business relationships with the Seller and its affiliates.
If so specified in the related prospectus supplement, the servicing of
certain mortgage loans that are in default or otherwise require special
servicing (the "Specially Serviced Mortgage Loans") will be performed by a
special servicer (the "Special Servicer"). Certain information concerning the
Special Servicer and the standards for determining which mortgage loans will
become Specially Serviced Mortgage Loans will be set forth in the prospectus
supplement. Subject to the terms of the related Agreement, the Special Servicer
(and not the Master Servicer) will then be responsible for:
o negotiating modifications, waivers, amendments and other
forbearance arrangements with the borrower of any
Specially Serviced Mortgage Loan, subject to the
limitations described under"--Modifications, Waivers and
Amendments" below;
o foreclosing on the Specially Serviced Mortgage Loan if
no suitable arrangements can be made to cure the default
in the manner specified in the related prospectus
supplement; and
o supervising the management and operation of the related
Mortgaged Property if acquired through foreclosure or a
deed in lieu of foreclosure.
The Special Servicer may have other business relationships with the Seller
and its affiliates.
If specified in the prospectus supplement for a series of certificates,
certain of the duties specified in the prospectus supplement as Master Servicer
duties may be performed by the Special Servicer.
The Master Servicer and the Special Servicer, if any, may subcontract the
servicing of all or a portion of the mortgage loans to one or more
sub-servicers, in accordance with the terms of the related Agreement. The
sub-servicers may have other business relationships with the Seller and its
affiliates.
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SERVICING STANDARDS
The Master Servicer and, except when acting at the direction of any
Operating Advisor, the Special Servicer, if any, will be required to service and
administer the mortgage loans in accordance with the servicing standards
described in the related Agreement. The servicing standards are generally
expected to provide that the mortgage loans are serviced and administered solely
in the best interests of and for the benefit of the Certificateholders (as
determined by the Master Servicer or the Special Servicer, if any, as the case
may be, in its reasonable judgment without taking into account differing payment
priorities among the classes of the related series of certificates and any
conflicts of interest involving it), in accordance with the terms of the
Agreement and the mortgage loans and, to the extent consistent with the terms,
in the same manner in which, and with the same care, skill, prudence and
diligence with which, it services and administers similar mortgage loans in
other portfolios, giving due consideration to the customary and usual standards
of practice of prudent institutional commercial mortgage lenders and loan
servicers. If so specified in the related prospectus supplement, the Master
Servicer and Special Servicer, if any, may also be required to service and
administer the mortgage loans in the best interest of an insurer or guarantor or
in accordance with the provisions of a related Funding Note.
OPERATING ADVISOR
If so specified in the related prospectus supplement, an advisor (the
"Operating Advisor") may be selected to advise, direct and approve
recommendations of the Special Servicer with respect to certain decisions
relating to the servicing of the Specially Serviced Mortgage Loans. The related
prospectus supplement will provide specific information with respect to the
following matters: (i) the duration of the term of the Operating Advisor; (ii)
the method of selection of the Operating Advisor; (iii) certain decisions as to
which the Operating Advisor will have the power to direct and approve actions of
the Special Servicer (for example, foreclosure of a Mortgaged Property securing
a Specially Serviced Mortgage Loan, modification of a Specially Serviced
Mortgage Loan, extension of the maturity of a Specially Serviced Mortgage Loan
beyond a specified term and methods of compliance with environmental laws) and
(iv) the information, recommendations and reports to be provided to the
Operating Advisor by the Special Servicer.
COLLECTIONS AND OTHER SERVICING PROCEDURES
The Master Servicer and, with respect to any Specially Serviced Mortgage
Loans, the Special Servicer, if any, will make efforts to collect all payments
called for under the mortgage loans and will, consistent with the related
Agreement, follow the collection procedures as it deems necessary or desirable.
Consistent with the above, the Master Servicer or Special Servicer, if any, may
have the discretion under the Agreement for the related series to waive any late
payment or assumption charge or penalty interest in connection with any late
payment or assumption of a mortgage loan and to extend the due dates for
payments due on a mortgage note.
It is expected that the Agreement for each series will provide that the
Master Servicer establish and maintain an escrow account in which the Master
Servicer will be required to deposit amounts received from each borrower, if
required by the terms of the mortgage loan, 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 those 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 the servicing of the mortgage
loans. Withdrawals from the escrow account may be made to effect timely payment
of taxes, assessments, mortgage and hazard insurance premiums and comparable
items, to refund to borrowers amounts determined to be overages, to remove
amounts deposited in the escrow account 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 the account. The Master
Servicer, or any other person as may be specified in the related prospectus
supplement, 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
21
the escrow account are insufficient to pay any tax, insurance premium or other
similar item when due, the item will be payable from amounts on deposit in the
Collection Account or otherwise in the manner set forth in the prospectus
supplement and the Agreement for the related series.
INSURANCE
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 standard hazard insurance policy will be in an
amount that is not less than the lesser of 90% of the replacement cost of the
improvements securing the mortgage loan or the outstanding principal balance
owing on the mortgage loan. The related Agreement may require that if a
Mortgaged Property is located in a federally designated special flood hazard
area, the Master Servicer must maintain or require the related borrower to
maintain, in accordance with the related Mortgage, 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 Mortgaged Property. To the
extent set forth in the related prospectus supplement, the cost of any insurance
maintained by the Master Servicer will be an expense of the Trust Fund payable
out of the Collection Account.
The Master Servicer or, if so specified in the related prospectus
supplement, the Special Servicer, if any, will cause to be maintained fire and
hazard insurance with extended coverage on each REO Property in an amount
expected to generally be equal to the greater of (i) an amount necessary to
avoid the application of any coinsurance clause contained in the related
insurance policy and (ii) 90% of the replacement cost of the improvements which
are a part of the property. The cost of fire and hazard 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 the amounts are insufficient, from
the Collection Account. The related Agreement may also require the Master
Servicer or, if so specified in the related prospectus supplement, the Special
Servicer, if any, to maintain flood insurance providing substantially the same
coverage as described above on any REO Property which is located in a federally
designated special flood hazard area.
The related Agreement may provide that the Master Servicer or the Special
Servicer, if any, as the case may be, may satisfy its obligation to cause hazard
policies to be maintained by maintaining a master, or single interest, insurance
policy insuring against losses on the mortgage loans or REO Properties, as the
case may be. The incremental cost of the insurance allocable to any particular
mortgage loan, if not borne by the related borrower, may be an expense of the
Trust Fund. Alternatively, if permitted in the related Agreement, 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 a blanket policy
contains a deductible clause, the Master Servicer or the Special Servicer, if
any, as the case may be, will be obligated to deposit in the Collection Account
all sums which would have been deposited in the Collection Account but for the
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 generally will be underwritten by different
insurers and will cover Mortgaged Properties located in various jurisdictions,
the policies will not contain identical terms and conditions. The most
significant terms in the policies, however, generally will be determined by
state law and conditions. Most 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
mudflows), 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
22
earthquakes, mudflows and floods) or insufficient hazard insurance proceeds
could affect distributions to the Certificateholders.
The standard hazard insurance policies 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, the clause will
typically 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) the 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 the dwellings, structures and other
improvements.
In addition, to the extent required by the related Mortgage, the Master
Servicer or Special Servicer, if any, 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 or Special Servicer,
if any, to maintain public liability insurance with respect to any REO
Properties. Any cost incurred by the Master Servicer or Special Servicer, if
any, in maintaining the insurance policy will be added to the amount owing under
the mortgage loan where the terms of the mortgage loan so permit; provided,
however, that the addition of the cost will not be taken into account for
purposes of calculating the distribution to be made to Certificateholders. The
costs may be recovered by the Master Servicer and the Special Servicer, if any,
from the Collection Account, with interest on the costs, as provided by the
Agreement.
Other forms of insurance, such as a pool insurance policy, special hazard
insurance policy, bankruptcy bond, repurchase bond or guarantee insurance, may
be maintained with respect to the mortgage loans to the extent provided in the
related prospectus supplement.
FIDELITY BONDS AND ERRORS AND OMISSIONS INSURANCE
The Agreement for each series may require that the Master Servicer and the
Special Servicer, if any, obtain and maintain in effect a fidelity bond or
similar form of insurance coverage (which may provide blanket coverage) or a
combination of fidelity bond and insurance coverage insuring against loss
occasioned by fraud, theft or other intentional misconduct of the officers,
employees and agents of the Master Servicer or the Special Servicer, as the case
may be. The related Agreement may allow the Master Servicer and the Special
Servicer, if any, to self-insure against loss occasioned by the errors and
omissions of the officers, employees and agents of the Master Servicer or
Special Servicer, as the case may be, 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 payment of interest on a mortgage loan, of a "Servicing
Fee" (as defined in the related prospectus supplement). The exact amount or
method of calculating the 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 will be entitled to receive, as additional compensation, certain other
fees and amounts, including but not limited to (i) 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" in this prospectus) and, except to the extent the
income is required to be paid to the related borrowers, the escrow account.
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If specified in the related prospectus supplement, the Master Servicer may
be obligated to pay the fees and expenses of the Trustee.
The exact amount or method of calculating the servicing fee of the Special
Servicer, if any, and the source from which the fee will be paid will be
described in the prospectus supplement for the related series.
In addition to the compensation described above, the Master Servicer and
the Special Servicer, if any (or any other party specified in the related
prospectus supplement), may retain, or be entitled to the reimbursement of, any
other amounts and expenses as are described in the related prospectus
supplement.
ADVANCES
The related prospectus supplement will set forth the obligations, if any,
of the Master Servicer to make any advances ("Advances") with respect to
delinquent payments on mortgage loans, payments of taxes, insurance and property
protection expenses or otherwise. Any Advances will be made in the form and
manner described in the prospectus supplement and Agreement for the related
series. The Master Servicer will be obligated to make an Advance only to the
extent that the Master Servicer has determined that the Advance will be
recoverable. Any funds thus advanced, including Advances previously made, that
the Master Servicer determines are not ultimately recoverable, will be
reimbursable to the Master Servicer, with interest, from amounts in the
Collection Account to the extent and in the manner described in the related
prospectus supplement.
If a borrower makes a principal payment between scheduled payment dates,
the borrower may be required to pay interest on the prepayment amount only to
the date of prepayment. If and to the extent described in the related prospectus
supplement, the Master Servicer's Servicing Fee may be reduced or the Master
Servicer may be otherwise obligated to advance funds to the extent necessary to
remit interest on any full or partial prepayment received from the date of
receipt to the next succeeding scheduled payment date.
MODIFICATIONS, WAIVERS AND AMENDMENTS
If so specified in the related prospectus supplement, the Agreement for
each series will provide that the Master Servicer may have the discretion,
subject to certain conditions set forth in the prospectus supplement, 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
may modify, waive or amend any terms of the mortgage loans without consent will
be specified in the related prospectus supplement.
Subject to the terms and conditions set forth in the Agreement, the
Special Servicer, if any, may modify, waive or amend the terms of any Specially
Serviced 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 the
mortgage loan to a date not later than the date described in the related
prospectus supplement. The ability of the Special Servicer to modify, waive or
amend the terms of any mortgage loan may be subject to additional limitations,
including approval requirements, as are set forth in the related prospectus
supplement.
Subject to the terms and conditions set forth in the Agreement, 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 modification, waiver or amendment is reasonably likely to
produce a greater recovery on a present value basis than liquidation of the
mortgage loan or has made any other determination described in the related
prospectus supplement. Prior to agreeing to any modification, waiver or
amendment of the payment terms of a mortgage loan, the Special Servicer, if any,
will give notice of its agreement to a modification, waiver or amendment in the
manner set forth in the prospectus supplement and Agreement for the related
series.
24
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, including, without limitation, requirements for the
approval of an Operating Advisor.
EVIDENCE OF COMPLIANCE
The Agreement for each series will provide that the Master Servicer and
the Special Servicer, if any, at their own expense, each 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 with the
Agreement by the Master Servicer or Special Servicer, as the case may be.
In addition, the Agreement will provide that the Master Servicer and the
Special Servicer, if any, each 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 the officer's knowledge, the Master Servicer or
Special Servicer, as the case may be, has fulfilled its obligations under the
Agreement throughout the year or, if there has been a default in the fulfillment
of any obligation, specifying each default and the nature and status of the
default, and, in the case of a series of certificates as to which a REMIC or
FASIT election has been made, whether the Master Servicer or the Special
Servicer, as the case may be, has received a challenge from the Internal Revenue
Service as to the status of the Trust Fund as a REMIC or FASIT.
CERTAIN MATTERS WITH RESPECT TO THE MASTER SERVICER, THE SPECIAL SERVICER AND
THE TRUSTEE
The Agreement for each series will provide that neither the Master
Servicer nor the Special Servicer, if any, nor any of their 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 the Special Servicer, if
any, nor any person will be protected against any breach of representations or
warranties made by the Master Servicer or the Special Servicer, as the case may
be, in the Agreement, against any specific liability imposed on the Master
Servicer or the Special Servicer, as the case may be, pursuant to 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 under the Agreement.
The Agreement will further provide that the Master Servicer, the Special
Servicer, if any, and any of their 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 their duties or by reason of reckless disregard
of their obligations and duties under the Agreement or (ii) in certain other
circumstances specified in the Agreement. Any loss resulting from
indemnification will reduce amounts distributable to Certificateholders and will
be borne by Certificateholders in the manner described in the related prospectus
supplement.
Neither the Master Servicer nor the Special Servicer, if any, may resign
from its obligations and duties under the Agreement except upon a determination
that its performance of its duties under the Agreement is no longer permissible
under applicable law or for other reasons described in the prospectus
supplement. No resignation of the Master Servicer will become effective until
the Trustee or a successor Master Servicer has assumed the Master Servicer's
obligations and duties under the Agreement. No resignation of a Special Servicer
will become effective until the Trustee, the Master Servicer or a successor
Special Servicer has assumed the Special Servicer's obligations and duties under
the Agreement.
The Trustee may resign from its obligations under the Agreement pursuant
to the terms of the Agreement at any time, in which event a successor Trustee
will be appointed. In addition, the Seller 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 Seller will become obligated to appoint a
successor Trustee. The Trustee also may be removed at any time by the Holders of
certificates evidencing the
25
Voting Rights specified in the related prospectus supplement. Any resignation
and removal of the Trustee, and the appointment of a successor Trustee, will not
become effective until acceptance of the appointment by the successor Trustee.
EVENTS OF DEFAULT
Events of default (each, an "Event of Default") with respect to the Master
Servicer and the Special Servicer, if any, under the Agreement for each series
may include, among other things:
(i) with respect to the Master Servicer, any failure by the
Master Servicer to deposit in the Collection Account or 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 on the day required pursuant to the terms
of the Agreement;
(ii) with respect to the Special Servicer, if any, any failure by
the Special Servicer to remit to the Master Servicer for deposit in the
Collection Account on the day required any amounts received by it in
respect of a Specially Serviced Mortgage Loan and required to be so
remitted;
(iii) with respect to the Master Servicer and the Special
Servicer, if any, any failure on the part of the Master Servicer or the
Special Servicer, as the case may be, duly to observe or perform in any
material respect any other of the covenants or agreements on the part of
the Master Servicer or the Special Servicer, as the case may be, which
failure continues unremedied for a period of days specified in the related
Agreement after written notice of the failure has been given to the
applicable party;
(iv) with respect to the Master Servicer or the Special Servicer,
if any, the entering against the Master Servicer or the Special Servicer,
as the case may be, 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, marshaling of assets and
liabilities or similar proceedings, or for the winding-up or liquidation
of its affairs, provided that any decree or order shall have remained in
force undischarged or unstayed for a period of 60 days;
(v) with respect to the Master Servicer or the Special Servicer,
if any, the consent by the Master Servicer or the Special Servicer, as the
case may be, to the appointment of a conservator or receiver or liquidator
or liquidating committee in any insolvency, readjustment of debt,
marshaling of assets and liabilities, voluntary liquidation or similar
proceedings of or relating to it or of or relating to all or substantially
all of its property; and
(vi) with respect to the Master Servicer or the Special Servicer,
if any, the admission by the Master Servicer or Special Servicer, as the
case may be, in writing of its inability to pay its debts generally as
they become due, the filing by the Master Servicer or the Special
Servicer, as the case may be, 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 as
long as an Event of Default remains unremedied or under certain other
circumstances, if any, described in the related prospectus supplement at the
written direction of the Holders of certificates holding at least the percentage
specified in the prospectus supplement of all of the Voting Rights of the class
or classes specified in the prospectus supplement shall, by written notice to
the Master Servicer or Special Servicer, as the case may be, terminate all of
the rights and obligations of the Master Servicer or the Special Servicer, as
the case may be, at which time the Trustee or another successor Master Servicer
or Special Servicer appointed by the Trustee will succeed to all authority and
power of the Master Servicer or Special 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.
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CREDIT ENHANCEMENT
GENERAL
If specified in the related prospectus supplement for any series, credit
enhancement may be provided with respect to one or more classes of the series or
the related mortgage loans. Credit enhancement may be in the form of the
subordination of one or more classes of the certificates of the series, the
establishment of one or more reserve funds, overcollateralization, a letter of
credit, certificate guarantee insurance policies, the use of cross-support
features or another method of credit enhancement described in the related
prospectus supplement, or any combination of the foregoing.
Any credit enhancement will provide protection against risks of loss and
will guarantee repayment of the principal balance of the certificates and
interest on the certificates only to the extent described in the related
prospectus supplement. If losses occur which exceed the amount covered by credit
enhancement or which are not covered by the credit enhancement,
Certificateholders will bear their allocable share of deficiencies.
If credit enhancement is provided with respect to a series, or the related
mortgage loans, the related prospectus supplement will include a description of
(a) the amount payable under the credit enhancement, (b) any conditions to
payment under the credit enhancement not otherwise described in this prospectus,
(c) the conditions (if any) under which the amount payable under the credit
enhancement may be reduced and under which the credit enhancement may be
terminated or replaced and (d) the material provisions of any agreement relating
to the credit enhancement. Additionally, the related prospectus supplement will
set forth certain information with respect to the issuer of any third-party
credit 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 the prospectus supplement. In addition, if the Certificateholders of the
series will be materially dependent upon any provider of credit enhancement for
timely payment of interest and/or principal on their certificates, the related
prospectus supplement will include audited financial statements on a comparative
basis for at least the prior two years and any other appropriate financial
information regarding the provider.
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 on any Distribution Date will be subordinated to the 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 Senior Certificates entitled
to receive cash flows remaining after distributions are made to all other Senior
Certificates of the series. The right to receive payments will effectively be
subordinate to the rights of other Holders of Senior Certificates. A series also
may include one or more classes of Subordinate Certificates entitled to receive
cash flows remaining after distributions are made to other Subordinate
Certificates of the 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 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
27
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.
CROSS-SUPPORT FEATURES
If the mortgage loans for a series are divided into separate mortgage loan
groups, each backing 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 backed by one mortgage loan group prior to distributions
on Subordinate Certificates backed 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 the
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 the prospectus supplement (the "Letter of Credit
Bank"). Under the letter of credit, the Letter of Credit Bank will be obligated
to honor drawings in an aggregate fixed dollar amount, net of unreimbursed
payments under the letter of credit, 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 "Letter of Credit 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 under the letter of credit. The obligations
of the Letter of Credit Bank under the letter of credit for any 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. The certificate guarantee insurance
will guarantee, with respect to one or more classes of certificates of the
applicable series, timely distributions of interest and principal to the extent
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
policy 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 may be established with respect to a series, in which cash, a letter of
credit, Permitted Investments or a combination of cash, a letter of credit
and/or Permitted Investments, in the amounts, if any, specified in the related
prospectus supplement will be deposited. The reserve funds for a series may also
be funded over time by depositing in that reserve a specified amount of the
distributions received on the applicable mortgage loans if specified in the
related prospectus supplement. The Seller 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 on the reserve fund, if any, will be applied by the Trustee
for the purposes, in the manner, and to the extent specified in the related
prospectus supplement. A reserve fund may be provided to increase the likelihood
28
of timely payments of principal of, and interest on, the certificates, if
required as a condition to the rating of the 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 also may be established for other
purposes and in 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 in that reserve fund 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 Seller or any other person specified in the
related prospectus supplement. Any reinvestment income or other gain from the
investments will be credited to the related reserve fund for the related series,
and any loss resulting from the investments will be charged to the reserve fund
in accordance with the terms of the related Agreement. If specified in the
related prospectus supplement, the income or other gain may be payable to the
Master Servicer as additional servicing compensation, and any loss resulting
from the investment will be borne by the Master Servicer. The right of the
Trustee to make draws on the reserve fund, if any, will be an asset of the Trust
Fund, but the reserve fund itself will only be a part of the Trust Fund if so
provided in the related prospectus supplement.
Additional information concerning any reserve fund will be set forth in
the related prospectus supplement, including the initial balance of the reserve
fund, the balance required to be maintained in the reserve fund, the manner in
which the required balance will decrease over time, the manner of funding the
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.
SWAP AGREEMENT
If so specified in the prospectus supplement relating to a series of
certificates, the Trust Fund will enter into or obtain an assignment of a swap
agreement pursuant to which the Trust Fund will have the right to receive, and
may have the obligation to make, certain payments of interest (or other
payments) as set forth or determined as described in that swap agreement. The
prospectus supplement relating to a series of certificates having the benefit of
an interest rate swap agreement will describe the material terms of the
agreement and the particular risks associated with the interest rate swap
feature, including market and credit risk, the effect of counterparty defaults
and other risks, if any. The prospectus supplement relating to the series of
certificates also will set forth certain information relating to the corporate
status, ownership and credit quality of the counterparty or counterparties to
the swap agreement. In addition, if the Certificateholders of the series will be
materially dependent upon any counterparty for timely payment of interest and/or
principal on their certificates, the related prospectus supplement will include
audited financial statements on a comparative basis for at least the prior two
years and any other appropriate financial information regarding the
counterparty. A swap agreement may include one or more of the following types of
arrangements, or another arrangement described in the related prospectus
supplement.
Interest Rate Swap. In an interest rate swap, the Trust Fund will exchange
the stream of interest payments on the mortgage loans for another stream of
interest payments based on a notional amount, which may be equal to the
principal amount of the mortgage loans as it declines over time.
Interest Rate Caps. In an interest rate cap, the Trust Fund or the swap
counterparty, in exchange for a fee, will agree to compensate the other if a
particular interest rate index rises above a rate specified in the swap
agreement. The fee for the cap may be a single up-front payment to or from the
Trust Fund, or a series of payments over time.
Interest Rate Floors. In an interest rate floor, the Trust Fund or the
swap counterparty, in exchange for a fee, will agree to compensate the other if
a particular interest rate index falls below a rate or level
29
specified in the swap agreement. As with interest rate caps, the fee may be a
single up-front payment or it may be paid periodically.
Interest Rate Collars. An interest rate collar is a combination of an
interest rate cap and an interest rate floor. One party agrees to compensate the
other if a particular interest rate index rises above the cap and, in exchange,
will be compensated if the interest rate index falls below the floor.
YIELD CONSIDERATIONS
GENERAL
The yield to maturity on any class of offered certificates will depend
upon, among other things, the price at which the certificates are purchased, the
amount and timing of any delinquencies and losses incurred by the class, the
rate and timing of payments of principal on the mortgage loans, and the amount
and timing of recoveries and Insurance Proceeds from REO mortgage loans and
related REO Properties, which, in turn, will be affected by the amortization
schedules of the mortgage loans, the timing of principal payments (particularly
Balloon Payments) on the related mortgage loans (including delay in the payments
resulting from modifications and extensions), the rate of principal prepayments,
including prepayments by borrowers and prepayments resulting from defaults,
repurchases arising in connection with certain breaches of the representations
and warranties made in the Agreement and the exercise of the right of optional
termination of the Trust Fund. Generally, prepayments on the mortgage loans will
tend to shorten the weighted average lives of each class of certificates, and
delays in liquidations of defaulted mortgage loans and modifications extending
the maturity of mortgage loans will tend to lengthen the weighted average lives
of each class of certificates. See "CERTAIN LEGAL ASPECTS OF THE MORTGAGE
LOANS--Enforceability of Certain Provisions" in this prospectus for a
description of certain provisions of each Agreement and statutory, regulatory
and judicial developments that may affect the prepayment experience and maturity
assumptions on the mortgage loans.
PREPAYMENT AND MATURITY ASSUMPTIONS
The related prospectus supplement may indicate that the related mortgage
loans may be prepaid in full or in part at any time, generally without
prepayment premium. Alternatively, a Trust Fund may include mortgage loans that
have significant restrictions on the ability of a borrower to prepay without
incurring a prepayment premium or to prepay at all. As described above, the
prepayment experience of the mortgage loans will affect the weighted average
life of the offered certificates. A number of factors may influence prepayments
on multifamily and commercial loans, including enforceability of due-on-sale
clauses, prevailing mortgage market interest rates and the availability of
mortgage funds, changes in tax laws (including depreciation benefits for
income-producing properties), changes in borrowers' net equity in the Mortgaged
Properties, servicing decisions, prevailing general economic conditions and the
relative economic vitality of the areas in which the Mortgaged Properties are
located, the terms of the mortgage loans (for example, the existence of
due-on-sale clauses), the quality of management of any income-producing
Mortgaged Properties and, in the case of Mortgaged Properties held for
investment, the availability of other opportunities for investment. A number of
factors may discourage prepayments on multifamily loans and commercial loans,
including the existence of any lockout or prepayment premium provisions in the
underlying mortgage note. A lockout provision prevents prepayment within a
certain time period after origination. A prepayment premium imposes an
additional charge on a borrower who wishes to prepay. Some of the mortgage loans
may have substantial principal balances due at their stated maturities ("Balloon
Payments"). Balloon Payments involve a greater degree of risk than fully
amortizing loans because the ability of the borrower to make a Balloon Payment
typically will depend upon its ability either to refinance the loan or to sell
the related Mortgaged Property. The ability of a borrower to accomplish either
of these goals will be affected by a number of factors, including the level of
available mortgage rates at the time of the attempted sale or refinancing, the
borrower's equity in the related Mortgaged Property, the financial condition of
the borrower and operating history of the related Mortgaged Property, tax laws,
prevailing economic conditions and the availability of credit for commercial
real estate projects generally. See "CERTAIN LEGAL ASPECTS OF THE MORTGAGE
LOANS--Enforceability of Certain Provisions" in this prospectus.
30
If the purchaser of a certificate offered at a discount calculates its
anticipated yield to maturity based on an assumed rate of distributions of
principal that is faster than that actually experienced on the mortgage loans,
the actual yield to maturity will be lower than that so calculated. Conversely,
if the purchaser of a certificate offered at a premium calculates its
anticipated yield to maturity based on an assumed rate of distributions of
principal that is slower than that actually experienced on the mortgage loans,
the actual yield to maturity will be lower than that so calculated. In either
case, the effect of voluntary and involuntary prepayments of the mortgage loans
on the yield on one or more classes of the certificates of the series in the
related Trust Fund may be mitigated or exacerbated by any provisions for
sequential or selective distribution of principal to the classes.
The timing of changes in the rate of principal payments on the mortgage
loans may significantly affect an investor's actual yield to maturity, even if
the average rate of distributions of principal is consistent with an investor's
expectation. In general, the earlier a principal payment is received on the
mortgage loans and distributed on a certificate, the greater the effect on the
investor's yield to maturity. The effect of an investor's yield of principal
payments occurring at a rate higher (or lower) than the rate anticipated by the
investor during a given period may not be offset by a subsequent like decrease
(or increase) in the rate of principal payments.
The weighted average life of a certificate refers to the average amount of
time that will elapse from the date of issuance of the certificate until each
dollar of principal is repaid to the Certificateholders. The weighted average
life of the offered certificates will be influenced by the rate at which
principal on the mortgage loans is paid, which may be in the form of scheduled
amortization or prepayments. Prepayments on mortgage loans are commonly measured
relative to a prepayment standard or model. As more fully described in the
related prospectus supplement, the model generally represents an assumed
constant rate of prepayment each month relative to the then outstanding
principal balance of a pool of new mortgage loans.
There can be no assurance that the mortgage loans will prepay at any rate
mentioned in any prospectus supplement. In general, if prevailing interest rates
fall below the Mortgage Interest Rates on the mortgage loans, the rate of
prepayment can be expected to increase.
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 the laws of the jurisdictions where the related
mortgaged properties are located (which laws may vary substantially), the
following summaries do not purport to be complete, to reflect the laws of any
particular jurisdiction, to reflect all the laws applicable to any particular
mortgage loan or to encompass the laws of all jurisdictions in which the
properties securing the mortgage loans are situated. In the event that the Trust
Fund for a given series includes mortgage loans having material characteristics
other than as described below, the related prospectus supplement will set forth
additional legal aspects relating to the prospectus supplement.
MORTGAGES AND DEEDS OF TRUST GENERALLY
The mortgage loans (other than financial leases and Installment Contracts)
for a series will consist of 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 or obligor 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
31
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, as applicable, and, in some cases, in deed of trust transactions, the
directions of the beneficiary.
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 the lease. A mortgage covering an
interest in real property other than the fee estate requires special provisions
in the instrument creating the interest or in the mortgage to protect the
mortgagee against termination of the 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 the priority may in some states be
altered by the existence of leases in place with respect to the mortgaged
property and by the mortgagee's or beneficiary's knowledge of unrecorded liens
or encumbrances against the mortgaged property. However, filing or recording may
not establish priority over certain mechanic's liens or governmental claims for
real estate taxes and assessments or, in some states, for reimbursement of
investigation, delineation and/or remediation costs of certain environmental
conditions. See "--Environmental Risks" below. In addition, the Code provides
priority to certain tax liens over the lien of the mortgage.
INSTALLMENT CONTRACTS
The mortgage loans for a series may also consist of Installment Contracts.
Under an Installment Contract the seller (referred to in this Section as the
"lender") retains legal title to the property and enters into an agreement with
the purchaser (referred to in this Section as the "borrower") for the payment of
the purchase price, plus interest, over the term of the 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 generally is 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 buyer's equitable interest in the property is forfeited. The lender in this
situation does not have to foreclose in order to obtain title to the property,
although in some cases a quiet title action is in order if the 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 buyer 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 these 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.
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FINANCIAL LEASES
The mortgage loans for a series also may consist of financial leases.
Under a financial lease on real property, the lessor retains legal title to the
leased property and enters into an agreement with the lessee (referred to in
this Section as the "lessee") under which the lessee makes lease payments
approximately equal to the principal and interest payments that would be
required on a mortgage note for a loan covering the same property. Title to the
real estate typically is conveyed to the lessee at the end of the lease term for
a price approximately equal to the remaining unfinanced equity, determined by
reference to the unpaid principal amount, market value, or another method
specified in the related Agreement. As with Installment Contracts, the lessee
generally is responsible for maintaining the property in good condition and for
paying real estate taxes, assessments and hazard insurance premiums associated
with the property during the lease term. The related prospectus supplement will
describe the specific legal incidents of any financial leases that are included
in the mortgage loan pool for a series.
RIGHTS OF MORTGAGEES OR BENEFICIARIES
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 the proceeds and
awards to any indebtedness secured by the mortgage or deed of trust, in the
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 absent the express
obligation to make the proceeds available for restoration of the property to
apply the same to the indebtedness secured by the senior mortgage or deed of
trust. Proceeds in excess of the amount of senior mortgage indebtedness will, in
most cases, be applied to the indebtedness of a junior mortgage or trust deed,
if any. 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 these 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 this 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 the 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 these 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 related 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 are or which may
become prior to the lien of 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 of
33
the property, 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.
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, unless the mortgage loan
provides otherwise, 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 the necessary parties. 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 delays and expenses similarly encountered in other civil litigation,
and may take 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. The sales are made in accordance with
procedures that vary from state to state. The purchaser at the 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 the tenant's interest subject to the tenant's obligations under the
lease to pay rent and perform other covenants contained in the lease.
Foreclosure of a deed of trust is commonly 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/lender, to sell the property at public sale upon
any default by the borrower under the terms of the note or deed of trust. A
number of states may also require that a lender provide notice of acceleration
of a note to the borrower. 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 borrower-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 borrower, 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 lender. 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.
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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 "--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. This disclosure may
have an adverse effect on the trustee's ability to sell the property or the sale
price of the property. 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 and other decisions that have followed the
reasoning of Durrett with respect to fraudulent conveyances under applicable
bankruptcy law. In Durrett and its progeny, the Fifth Circuit and other courts
held that the transfer of real property pursuant to a non-collusive, regularly
conducted foreclosure sale was subject to the fraudulent transfer provisions of
the applicable bankruptcy laws, including the requirement that the price paid
for the property constitute "fair consideration." The reasoning and result of
Durrett and its progeny in respect of the federal bankruptcy code, as amended
from time to time (11 U.S.C.) (the "Bankruptcy Code") was rejected, however, by
the United States Supreme Court in BFP v. Resolution Trust Corp., 511 U.S. 531
(1994). The case could nonetheless be persuasive to a court applying a state
fraudulent conveyance law which has provisions similar to those construed in
Durrett.
For these and other reasons, it is common for the lender to purchase the
property from the trustee, referee or other designated official for an amount
equal to the lesser of the fair market value of the property and 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 the debt,
interest and expenses, the mortgagee's debt will be extinguished. Thereafter,
subject to the mortgagor's right in some states to remain in possession during a
redemption period, if applicable, the lender will assume the burdens of
ownership, including paying operating expenses and real estate taxes and making
repairs 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, especially
with respect to nursing or convalescent homes or hospitals, regulatory
compliance, required to run the operations and the effect which foreclosure and
a change in ownership may have on the public's and the industry's (including
franchisor's) perception of the quality of the operations. The lender will
commonly obtain the services of a real estate broker and pay the broker's
commission in connection with the sale of the property. Depending upon market
conditions, the ultimate proceeds of the sale of the property may not equal the
amount due to the lender in connection with 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, an increasing number of states require that any adverse
environmental conditions be eliminated before a property may be resold. In
addition, a lender may be responsible under federal or state law for the cost of
remediating 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 the borrower's defaults under the loan
documents. Examples of equitable 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
35
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 notices in addition to the statutorily-prescribed
minimum notice. 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. There may,
however, be state transfer taxes due and payable upon obtaining the properties
at foreclosure. These taxes could be substantial.
Under the REMIC provisions of the Code (if applicable) and 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 the
operation may be significantly greater than the costs of direct operation by the
Master Servicer or Special Servicer, if any. Under Section 856(e)(3) of the
Code, property acquired by foreclosure generally must not be held beyond the
close of the third taxable year after the taxable year in which the acquisition
occurs. With respect to a series of certificates for which an election is made
to qualify the Trust Fund or a part of the Trust Fund as a REMIC, the Agreement
will permit foreclosed property to be held for more than the time period
permitted by Section 856(e)(3) of the Code if the Trustee receives (i) an
extension from the Internal Revenue Service or (ii) an opinion of counsel to the
effect that holding the property for the period is permissible under the
applicable REMIC provisions.
STATE LAW LIMITATIONS ON LENDERS
In some states, after sale pursuant to a deed of trust or foreclosure of a
mortgage, the borrower and foreclosed junior lienors are given a statutory
period in which to redeem the property from the foreclosure sale. In some
states, redemption may occur only upon payment of the entire principal balance
of the loan, accrued interest and expenses of foreclosure. In some states,
redemption may be authorized even if the former borrower pays only a portion of
the sums due. The effect of these types of statutory rights of redemption is to
diminish the ability of the lender to sell the foreclosed property. The rights
of redemption would defeat the title of any purchaser from the lender subsequent
to foreclosure or sale under a deed of trust. Consequently, the practical effect
of the redemption right is to force the lender to retain the property and pay
the expenses of ownership until the redemption period has run. See "--Rights of
Redemption" below.
Certain states have imposed statutory prohibitions against or limitations
on recourse to the borrower. 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 on the debt without first
exhausting the security. In some states, the lender, if it first pursues
judgment through a personal action against the borrower on the debt, may be
deemed to have elected a remedy and may then 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 property encumbered by the mortgage or deed of trust 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. See "--Anti-Deficiency Legislation;
Bankruptcy Laws" below.
36
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. The environmental risks may give rise to a diminution in value of
property securing any mortgage loan or, in certain circumstances as more fully
described below, liability for cleanup costs or other remedial actions, which
liability could exceed the value of the 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, failure to perform any investigative
and/or remedial action required or demanded by the state of any condition or
circumstance that (i) may pose an imminent or substantial endangerment to the
human health or welfare or the environment, (ii) may result in a release or
threatened release of any hazardous material or hazardous substance, or (iii)
may give rise to any environmental claim or demand (each condition or
circumstance, an "Environmental Condition") may, in certain circumstances, give
rise to a lien on the property to ensure the reimbursement of investigative
and/or remedial costs incurred by the federal or state government. In several
states, the lien has priority over the lien of an existing mortgage against the
property. In any case, the value of a Mortgaged Property as collateral for a
mortgage loan could be adversely affected by the existence of an Environmental
Condition.
It is unclear as to whether and under what 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"), a lender may be liable as an
"owner or operator" for costs of addressing releases or threatened releases of
hazardous substances on a mortgaged property if the lender or its agents or
employees have participated in the management of the operations of the borrower,
even though the environmental damage or threat was caused by a prior owner or
other third party. Excluded from CERCLA's definition of "owner or operator,"
however, is a person "who without participating in the management of a ...
facility, holds indicia of ownership primarily to protect his security interest"
(the "secured creditor exemption").
Notwithstanding the secured creditor exemption, a lender may be held
liable under CERCLA as an owner or operator, if the lender or its employees or
agents participate in management of the property. The Asset Conservation, Lender
Liability, and Deposit Insurance Protection Act of 1996 (the "Lender Liability
Act") defines the term "participating in management" to impose liability on a
secured lender who exercises actual control over operational aspects of the
facility; however, the terms and conditions of the Lender Liability Act have not
been fully clarified by the courts. A number of environmentally related
activities before the loan is made and during its pendency, as well as "workout"
steps to protect a security interest, are identified as permissible to protect a
security interest without triggering liability. The Lender Liability Act also
identifies the circumstances in which foreclosure and post-foreclosure
activities will not trigger CERCLA liability.
The Lender Liability Act also amends the federal Solid Waste Disposal Act
to limit the liability of lenders holding a security interest for costs of
cleaning up contamination for underground storage tanks. However, the Lender
Liability Act has no effect on other federal or state environmental laws similar
to CERCLA that may impose liability on lenders and other persons, and not all of
those laws provide for a secured creditor exemption. Liability under many of
these laws may exist even if the lender did not cause or contribute to the
contamination and regardless of whether the lender has actually taken possession
of the property through foreclosure, deed in lieu of foreclosure, or otherwise.
Moreover, the liability is not limited to the original or unamortized principal
balance of a loan or to the value of a property securing a loan.
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.
37
The related Agreement will provide that the Master Servicer or the Special
Servicer, if any, acting on behalf of the Trust Fund, may not acquire title to,
or possession of, a Mortgaged Property 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 or Special
Servicer, if any, has previously determined, based upon a Phase I environmental
site assessment (as described below) or other specified environmental assessment
prepared by a person who regularly conducts the 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 materials 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 any actions
as are necessary to bring the Mortgaged Property into compliance with those laws
or as may be required under the laws. A Phase I environmental site assessment
generally involves identification of recognized environmental conditions (as
defined in Guideline E1527-00 of the American Society for Testing and Materials
Guidelines) and/or historic recognized environmental conditions (as defined in
Guideline E1527-00 of the American Society for Testing and Materials Guidelines)
based on records review, site reconnaissance and interviews, but does not
involve a more intrusive investigation such as sampling or testing of materials.
This requirement effectively precludes enforcement of the security for the
related mortgage loan 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 Condition 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 and the Special Servicer, if any, 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 certain other parties who
may have contributed to or exacerbated the environmental hazard, but those
persons or entities may be bankrupt or otherwise judgment proof. Furthermore,
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; Bankruptcy Laws" 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
In some states, after foreclosure sale pursuant to a deed of trust or a
mortgage, the borrower and certain foreclosed junior lienors are given a
specified period in which to redeem the property from the foreclosure sale. In
some states, redemption may occur only upon payment of the entire principal
balance of the loan, accrued interest and expenses of foreclosure. In other
states, redemption may be authorized if the former borrower pays only a portion
of the sums due. The effect of a right of redemption is to diminish the ability
of the lender to sell the foreclosed property. The right of redemption may
defeat the title of any purchaser at a foreclosure sale or any purchaser from
the lender subsequent to a foreclosure sale or sale under a deed of trust.
Certain states permit a lender to avoid a post-sale redemption by waiving its
right to a deficiency judgment. Consequently, the practical effect of the
post-foreclosure redemption right is often to force the lender to retain the
property and pay the expenses of ownership until the redemption period has run.
Whether the lender has any rights to recover these expenses from a borrower who
redeems the property depends on the applicable state statute. The related
prospectus supplement will contain a description of any statutes that prohibit
recovery of these expenses from a borrower in states where a substantial number
of the Mortgaged Properties for a particular series are located. In some states,
there is no right to redeem property after a trustee's sale under a deed of
trust.
38
Borrowers under Installment Contracts generally do not have the benefits
of redemption periods that may exist in the same jurisdiction for mortgage
loans. Where redemption statutes do exist under state laws for Installment
Contracts, the redemption period is usually far shorter than for mortgages.
JUNIOR MORTGAGES; RIGHTS OF SENIOR MORTGAGEES
The mortgage loans for a series may include mortgage loans secured by
mortgages or deeds of trust some of which are junior to other mortgages or deeds
of trust, some of which may be held by other lenders or institutional investors.
The rights of the Trust Fund (and therefore the Certificateholders), as
mortgagee under a junior mortgage or beneficiary under a junior deed of trust,
are subordinate to those of the mortgagee under the senior mortgage or
beneficiary under the senior deed of trust, including the prior rights of the
senior mortgagee to receive hazard insurance and condemnation proceeds and to
cause the property securing the mortgage loan to be sold upon default of the
borrower or trustor, and as a result, extinguishing the junior mortgagee's or
junior beneficiary's lien unless the junior mortgagee or junior beneficiary
asserts its subordinate interest in the property in foreclosure litigation and,
possibly, satisfies the defaulted senior mortgage or deed of trust. As discussed
more fully below, a junior mortgagee or junior beneficiary may satisfy a
defaulted senior loan in full and, in some states, may cure the default and
loan. In most states, no notice of default is required to be given to a junior
mortgagee or junior beneficiary, and junior mortgagees or junior beneficiaries
are seldom given notice of defaults on senior mortgages. However, in order for a
foreclosure action in some states to be effective against a junior mortgagee or
junior beneficiary, the junior mortgagee or junior beneficiary must be named in
any foreclosure action, thus giving notice to junior lienors of the pendency of
the foreclosure action on the senior mortgage.
ANTI-DEFICIENCY LEGISLATION; BANKRUPTCY LAWS
Some of the mortgage loans 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 which secures 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 the 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 the security; however, in some of
these states, the lender, following judgment on the personal action, may be
deemed to have elected a remedy and absent judicial permission, 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 a 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.
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 caused by an automatic stay can be
significant. Also, under the Bankruptcy Code, the filing of a petition in
bankruptcy by or on behalf of a junior lienor may stay the senior lender from
taking action to foreclose out the junior lien.
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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. In many
jurisdictions, 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 the value and the outstanding
balance of the loan. Other modifications may include the reduction in the amount
of each scheduled payment, which reduction may result from a reduction in the
rate of interest and/or the alteration of the repayment schedule (with or
without affecting the unpaid principal balance of the loan), and/or an extension
(or reduction) of the final maturity date. Some courts 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 may never be repaid.
The Bankruptcy Code provides 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
the term is defined and interpreted under the Bankruptcy Code. It should be
noted, however, that the court may find that the lender has no security interest
in either pre-petition or post-petition revenues if the court finds that the
loan documents do not contain language covering accounts, room rents, or other
forms of personalty necessary for a security interest to attach to hotel
revenues.
Federal bankruptcy law provides generally that rights and obligation under
an unexpired lease of the debtor/lessee may not be terminated or modified at any
time after the commencement of a case under the Bankruptcy Code solely on the
basis of a provision in the lease to the effect or because of certain other
similar events. This prohibition on so-called "ipso facto clauses" could limit
the ability of the Trustee for a series of certificates to exercise certain
contractual remedies with respect to any leases. In addition, Section 362 of the
Bankruptcy Code operates as an automatic stay of, among other things, any act to
obtain possession of property from a debtor's estate, which may delay a
Trustee's exercise of the remedies for a related series of certificates in the
event that a related lessee or a related mortgagor becomes the subject of a
proceeding under the Bankruptcy Code. For example, a mortgagee would be stayed
from enforcing a lease assignment by a mortgagor related to a Mortgaged Property
if the related mortgagor was in a bankruptcy proceeding. The legal proceedings
necessary to resolve the issues could be time-consuming and might result in
significant delays in the receipt of the assigned rents. Similarly, the filing
of a petition in bankruptcy by or on behalf of a lessee of a Mortgaged Property
would result in a stay against the commencement or continuation of any state
court proceeding for past due rent, for accelerated rent, for damages or for a
summary eviction order with respect to a default under the lease that occurred
prior to the filing of the lessee's petition. Rents and other proceeds of a
mortgage loan may also escape an assignment of the lease if the assignment is
not fully perfected under state law prior to commencement of the bankruptcy
proceeding. See"--Leases and Rents."
In addition, the Bankruptcy Code generally provides that a trustee or
debtor-in-possession may, subject to approval of the court, (a) assume the lease
and retain it or assign it to a third party or (b) reject the lease. If the
lease is assumed, the trustee in bankruptcy on behalf of the lessee, or the
lessee as debtor-in-possession, or the assignee, if applicable, must cure any
defaults under the lease, compensate the lessor for its losses and provide the
lessor with "adequate assurance" of future performance. The 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
40
provided to the lessor may, in fact, be inadequate. If the lease is rejected,
the rejection generally constitutes a breach of the executory contract or
unexpired lease immediately before the date of filing the petition. As a
consequence, the other party or parties to the lease, such as the mortgagor, as
lessor under a lease, would have only an unsecured claim against the debtor for
damages resulting from the breach, which could adversely affect the security for
the related mortgage loan. In addition, pursuant to Section 502(b)(6) of the
Bankruptcy Code, a lessor's damages for lease rejection in respect of future
rent installments are limited to the unpaid rent reserved under the lease for
the periods prior to the bankruptcy petition (or earlier surrender of the leased
premises) which are unrelated to the rejection, plus the 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.
If a trustee in bankruptcy on behalf of a lessor, or a lessor as
debtor-in-possession, rejects an unexpired lease of real property, the lessee
may treat the lease as terminated by the rejection or, in the alternative, the
lessee may remain in possession of the leasehold for the balance of the term and
for any renewal or extension of the term that is enforceable by the lessee under
applicable nonbankruptcy law. The Bankruptcy Code provides that if a lessee
elects to remain in possession after the rejection of a lease, the lessee may
offset against rents reserved under the lease for the balance of the term after
the date of rejection of the lease, and any renewal or extension of the lease,
any damages occurring after that date caused by the nonperformance of any
obligation of the lessor under the lease after that date. To the extent provided
in the related prospectus supplement, the lessee will agree under certain leases
to pay all amounts owing under the leases to the Master Servicer without offset.
To the extent that the contractual obligation remains enforceable against the
lessee, the lessee would not be able to avail itself of the rights of offset
generally afforded to lessees of real property under the Bankruptcy Code.
In a bankruptcy or similar proceeding of a mortgagor, action may be taken
seeking the recovery, as a preferential transfer or on other grounds, of any
payments made by the mortgagor, or made directly by the related lessee, under
the related mortgage loan to the Trustee for the benefit of Certificateholders.
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.
Additionally, pursuant to subordination agreements for certain of the
mortgage loans, the subordinate lenders may have agreed that they will not take
any direct actions with respect to the related subordinated debt, including any
actions relating to the bankruptcy of the borrower, and that the holder of the
mortgage loan will have all rights to direct all actions. There can be no
assurance that in the event of the borrower's bankruptcy, a court will enforce
restrictions against a subordinated lender.
In its decision in In re 203 North LaSalle Street Partnership, 246 B.R.
325 (Bankr. N.D. Ill. March 10, 2000), the United States Bankruptcy Court for
the Northern District of Illinois refused to enforce a provision of a
subordination agreement that allowed a first mortgagee to vote a second
mortgagee's claim with respect to a Chapter 11 reorganization plan on the
grounds that prebankruptcy contracts cannot override rights expressly provided
by the Bankruptcy Code. This holding, which one court has already followed,
potentially limits the ability of a senior lender to accept or reject a
reorganization plan or to control the enforcement of remedies against a common
borrower over a subordinated lender's objections.
Certain of the mortgagors may be partnerships. The laws governing limited
partnerships in certain states provide that the commencement of a case under the
Bankruptcy Code with respect to a general
41
partner will cause a person to cease to be a general partner of the limited
partnership, unless otherwise provided in writing in the limited partnership
agreement. This provision may be construed as an "ipso facto" clause and, in the
event of the general partner's bankruptcy, may not be enforceable. Certain
limited partnership agreements of the mortgagors may provide that the
commencement of a case under the Bankruptcy Code with respect to the related
general partner constitutes an event of withdrawal (assuming the enforceability
of the clause is not challenged in bankruptcy proceedings or, if challenged, is
upheld) that might trigger the dissolution of the limited partnership, the
winding up of its affairs and the payment of its assets, unless (i) at the time
there was at least one other general partner and the written provisions of the
limited partnership permit the business of the limited partnership to be carried
on by the remaining general partner and that general partner does so or (ii) the
written provisions of the limited partnership agreement permit the limited
partners to agree within a specified time frame (often 60 days) after the
withdrawal to continue the business of the limited partnership and to the
appointment of one or more general partners and the limited partners do so. In
addition, the laws governing general partnerships in certain states provide that
the commencement of a case under the Bankruptcy Code or state bankruptcy laws
with respect to a general partner of a partnership triggers the dissolution of
the partnership, the winding up of its affairs and the distribution of its
assets. These state laws, however, may not be enforceable or effective in a
bankruptcy case. The dissolution of a mortgagor, the winding up of its affairs
and the distribution of its assets could result in an acceleration of its
payment obligation under a related mortgage loan, which may reduce the yield on
the related series of certificates in the same manner as a principal prepayment.
In addition, the bankruptcy of the general or limited partner of a
mortgagor that is a partnership, or the bankruptcy of a member of a mortgagor
that is a limited liability company or the bankruptcy of a shareholder of a
mortgagor that is a corporation may provide the opportunity in the bankruptcy
case of the partner, member or shareholder to obtain an order from a court
consolidating the assets and liabilities of the partner, member or shareholder
with those of the mortgagor pursuant to the doctrines of substantive
consolidation or piercing the corporate veil. In this case, the respective
Mortgaged Property, for example, would become property of the estate of the
bankrupt partner, member or shareholder. Not only would the Mortgaged Property
be available to satisfy the claims of creditors of the partner, member or
shareholder, but an automatic stay would apply to any attempt by the Trustee to
exercise remedies with respect to the Mortgaged Property. However, this
occurrence should not affect the Trustee's status as a secured creditor with
respect to the mortgagor or its security interest in the Mortgaged Property.
STATUTORY LIABILITIES
The Internal Revenue Code of 1986, as amended, provides priority to
certain tax liens over the lien of the mortgage. In addition, substantive
requirements are imposed upon mortgage lenders in connection with the
origination and the servicing of mortgage loans by numerous federal and some
state consumer protection laws. These laws may impose specific statutory
liabilities upon lenders who originate mortgage loans and who fail to comply
with the provisions of the law. In some cases, this liability may affect
assignees of the mortgage loans.
ENFORCEABILITY OF CERTAIN PROVISIONS
Prepayment Provisions
Courts generally enforce claims requiring prepayment fees unless
enforcement would, under the circumstances, be unconscionable. However, the laws
of certain states may render prepayment fees unenforceable after a mortgage loan
has been outstanding for a certain number of years, or may limit the amount of
any prepayment fee to a specified percentage of the original principal amount of
the mortgage loan, to a specified percentage of the outstanding principal
balance of a mortgage loan, or to a fixed number of months' interest on the
prepaid amount. In certain states, prepayment fees payable on default or other
involuntary acceleration of a mortgage loan may not be enforceable against the
mortgagor. Some state statutory provisions may also treat certain prepayment
fees as usurious if in excess of statutory limits. See "--Applicability of Usury
Laws" below. Some of the mortgage loans for a series may not require the payment
of specified fees as a condition to prepayment or these requirements have
expired,
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and to the extent some mortgage loans do require these fees, these fees may not
necessarily deter borrowers from prepaying their mortgage loans.
Due-on-Sale Provisions
Certain of the mortgage loans may contain "due-on-sale" and
"due-on-encumbrance" clauses that purport to permit the lender to accelerate the
maturity of the loan if the borrower transfers or encumbers the related
Mortgaged Property. The Garn-St Germain Depository Institutions Act of 1982 (the
"Garn Act") generally preempts state laws that prohibit the enforcement of
due-on-sale clauses by providing, among other things, that "due-on-sale" clauses
in certain loans are enforceable within certain limitations as set forth in the
Garn Act. Therefore, subject to those limitations, a master servicer may have
the right to accelerate the maturity of a mortgage loan that contains a
"due-on-sale" provision upon transfer of an interest in the property, whether or
not the master servicer can demonstrate that the transfer threatens its security
interest in the property.
The Agreement for each series will provide that if any mortgage loan
contains a provision in the nature of a "due-on-sale" clause, which by its terms
provides that: (i) the mortgage loan shall (or may at the mortgagee's option)
become due and payable upon the sale or other transfer of an interest in the
related Mortgaged Property; or (ii) the mortgage loan may not be assumed without
the consent of the related mortgagee in connection with any sale or other
transfer, then, for so long as the mortgage loan is included in the Trust Fund,
the Master Servicer, on behalf of the Trustee, shall take actions as it deems to
be in the best interest of the Certificateholders in accordance with the
servicing standard set forth in the Agreement, and may waive or enforce any
due-on-sale clause contained in the related mortgage loan.
In addition, under federal bankruptcy law, due-on-sale clauses may not be
enforceable in bankruptcy proceedings and may, under certain circumstances, be
eliminated in any modified mortgage resulting from the bankruptcy proceeding.
Acceleration on Default
Some of the mortgage loans 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. State courts generally will enforce clauses
providing for acceleration in the event of a material payment default after
giving effect to any appropriate notices. The equity courts of any state,
however, may refuse to foreclose 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 the defaulted payments.
Forms of notes, mortgages and deeds of trust used by lenders may contain
provisions obligating the borrower to pay a late charge if payments are not
timely made. In certain states, there are or may be specific limitations upon
the late charges which a lender may collect from a borrower for delinquent
payments.
Upon foreclosure, 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
notices in addition to the statutorily-prescribed minimum. For the most part,
these cases have upheld the
43
notice provisions as being reasonable or have found that the sale by a trustee
under a deed of trust, or by a mortgagee under a mortgage having a power of
sale, does not involve sufficient state action to afford constitutional
protections to the borrower.
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.
Servicemembers Civil Relief Act
Generally, under the terms of the Servicemembers Civil Relief Act, a
borrower who enters military service after the origination of the borrower's
mortgage loan, including a borrower who was in reserve status and is called to
active duty after origination of the mortgage loan, upon notification by the
borrower, shall not be charged interest, including fees and charges, in excess
of 6% per annum during the period of the borrower's active duty status. In
addition to adjusting the interest, the lender must forgive any interest in
excess of 6%, unless a court or administrative agency orders otherwise upon
application of the lender. In addition, the Relief Act provides broad discretion
for a court to modify a mortgage loan upon application by the borrower. The
Relief Act applies to borrowers who are members of the Army, Navy, Air Force,
Marines, National Guard, Reserves, Coast Guard, and officers of the U.S. Public
Health Service or the National Oceanic and Atmospheric Administration assigned
to duty with the military. The California Military and Veterans Code provides
protection equivalent to that provided by the Relief Act to California national
guard members called up to active service by the Governor, California national
guard members called up to active service by the President and reservists called
to active duty. Because the Relief Act and the California Military Code apply to
borrowers who enter military service, no information can be provided as to the
number of mortgage loans that may be affected by the Relief Act or the
California Military Code. Application of the Relief Act or the California
Military Code would adversely affect, for an indeterminate period of time, the
ability of the master servicer to collect full amounts of interest on certain of
the mortgage loans.
Any shortfalls in interest collections resulting from the application of
the Relief Act or the California Military Code would result in a reduction of
the amounts distributable to the holders of the related series of securities,
and the prospectus supplement may specify that the shortfalls would not be
covered by advances or, any form of credit support provided in connection with
the securities. In addition, the Relief Act and the California Military Code
impose limitations that 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 month period after
that period. Thus, if a mortgage loan goes into default, there may be delays and
losses occasioned as a result.
Forfeitures in Drug and RICO Proceedings
Federal law provides that property purchased or improved with assets
derived from criminal activity or otherwise tainted, or used in the commission
of certain offenses, can be seized and ordered forfeited to the United States of
America. The offenses which can trigger a seizure and forfeiture include, among
others, violations of the Racketeer Influenced and Corrupt Organizations Act,
the Bank Secrecy Act, the anti-money laundering laws and regulations, including
the Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001, also known as USA Patriot Act, and
the regulations issued pursuant to that Act, as well as the narcotic drug laws.
In many instances, the United States may seize the property even before a
conviction occurs.
In the event of a forfeiture proceeding, a lender may be able to establish
its interest in the property by proving that (1) its mortgage was executed and
recorded before the commission of the illegal conduct
44
from which the assets used to purchase or improve the property were derived or
before any other crime upon which the forfeiture is based, or (2) the lender
was, at the time of the execution of the mortgage, "did not know or was
reasonably without cause to believe that the property was subject to
forfeiture." However, there is no assurance that the defense will be successful.
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 loan is generally found usurious
regardless of the form employed or the degree of overcharge. Title V of the
Depository Institutions Deregulation and Monetary Control Act of 1980, enacted
in March 1980 ("Title V"), provides that state usury limitations shall not apply
to certain types of residential (including multifamily but not other commercial)
first mortgage loans originated by certain lenders after March 31, 1980. A
similar federal statute was in effect with respect to mortgage loans made during
the first three months of 1980. The statute authorized any state to reimpose
interest rate limits by adopting, before April 1, 1983, a law or constitutional
provision that expressly rejects application of the federal law. In addition,
even where Title V is not so rejected, any state is authorized by the law to
adopt a provision limiting discount points or other charges on mortgage loans
covered by Title V. Certain states have taken action to reimpose interest rate
limits and/or to limit discount points or other charges.
In any state in which application of Title V has been expressly rejected
or a provision limiting discount points or other charges is adopted, no mortgage
loan originated after the date of the state action will be eligible for
inclusion as part of the Trust Fund unless (i) the mortgage loan provides for
the interest rate, discount points and charges as are permitted in the state or
(ii) the mortgage loan provides that its terms shall be construed in accordance
with the laws of another state under which the interest rate, discount points
and charges would not be usurious and the mortgagor's counsel has rendered an
opinion that the choice of law provision would be given effect.
Statutes differ in their provisions as to the consequences of a usurious
loan. One group of statutes requires the lender to forfeit the interest due
above the applicable limit or imposes a specified penalty. Under this statutory
scheme, the borrower may cancel the recorded mortgage or deed of trust upon
paying its debt with lawful interest, and the lender may foreclose, but only for
the debt plus lawful interest. A second group of statutes is more severe. A
violation of this type of usury law results in the invalidation of the
transaction, permitting the borrower to cancel the recorded mortgage or deed of
trust without any payment or prohibiting the lender from foreclosing.
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. The 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
45
savings and 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
the provisions. Certain states have taken the action.
LEASES AND RENTS
Some of the mortgage loans for a series may be secured by an assignment of
leases and rents, either through a separate document of assignment or as
incorporated in the related mortgage. Under the assignments, the borrower under
the mortgage loan typically assigns its right, title and interest as landlord
under each lease and the income derived from the lease to the lender, while
retaining a license to collect the rents for so long as there is no default
under the mortgage loan. In the event the borrower defaults, the license
terminates and the lender may be entitled to collect rents. The manner of
perfecting the lender's interest in rents may depend on whether the borrower's
assignment was absolute or one granted as security for the loan. Failure to
properly perfect the lender's interest in rents may result in the loss of a
substantial pool of funds which could otherwise serve as a source of repayment
for the loan. Some state laws may require that to perfect its interest in rents,
the lender must take possession of the property and/or obtain judicial
appointment of a receiver before becoming entitled to collect the rents. Lenders
that actually take possession of the property, however, may incur potentially
substantial risks attendant to being a mortgagee in possession. The risks
include liability for environmental clean-up costs and other risks inherent to
property ownership. In addition, if bankruptcy or similar proceedings are
commenced by or in respect of the borrower, the lender's ability to collect the
rents may be adversely affected. In the event of borrower default, the amount of
rent the lender is able to collect from the tenants can significantly affect the
value of the lender's security interest.
SECONDARY FINANCING; DUE-ON-ENCUMBRANCE PROVISIONS
Some of the mortgage loans for a series may not restrict secondary
financing, 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, the 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 the 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 lien or other
encumbrance on the related Mortgaged Property, then for so long as the mortgage
loan is included in a given Trust Fund, the Master Servicer or, if the mortgage
loan is a Specially Serviced Mortgage Loan, the Special Servicer (or the other
party as indicated in the Agreement), on behalf of the Trust Fund, shall
exercise (or decline to exercise) any right it may have as the mortgagee of
record with respect to the mortgage loan (x) to accelerate the payments on the
mortgage loan, or (y) to withhold its consent to the creation of any 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 subjected to additional risk. First, the
borrower may have difficulty servicing and repaying multiple 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.
46
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 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 (e.g., 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 franchisor, manager or
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 the properties.
AMERICANS WITH DISABILITIES ACT
Under Title III of the Americans with Disabilities Act of 1990 and rules
promulgated under the Act (collectively, the "ADA"), in order to protect
individuals with disabilities, public accommodations (such as hotels,
restaurants, shopping centers, hospitals, schools and social service center
establishments) must remove architectural and communication barriers which are
structural in nature from existing places of public accommodation to the extent
"readily achievable." In addition, under the ADA, alterations to a place of
public accommodation or a commercial facility are to be made so that, to the
maximum extent feasible, the altered portions are readily accessible to and
usable by disabled individuals. The "readily achievable" standard takes into
account, among other factors, the financial resources of the affected site,
owner, landlord or other applicable person. In addition to imposing a possible
financial burden on the borrower in its capacity as owner or landlord, the ADA
may also impose the requirements on a foreclosing lender who succeeds to the
interest of the borrower as owner or landlord. Furthermore, since the "readily
achievable" standard may vary depending on the financial condition of the owner
or landlord, a foreclosing lender who is financially more capable than the
borrower of complying with the requirements of the ADA may be subject to more
stringent requirements than those to which the borrower is subject.
FEDERAL INCOME TAX CONSEQUENCES
The following represents the opinion of Cadwalader, Wickersham & Taft LLP,
special counsel to the Seller, as to the matters discussed in this section. The
following is a general discussion of the anticipated material federal income tax
consequences of the purchase, ownership and disposition of certificates. The
discussion below does not purport to address all federal income tax consequences
that may be applicable to particular categories of investors, some of which,
such as banks, insurance companies and foreign investors, may be subject to
special rules. Further, the authorities on which this discussion is based, and
the opinions referred to below, are subject to change or differing
interpretations, which 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.
47
For purposes of this discussion, where the applicable prospectus
supplement provides for a retention of a portion of the interest payments on 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 payments. References to a
"holder" or "Certificateholder" in this discussion generally mean the beneficial
owner of a certificate.
This discussion addresses the federal income tax consequences of the
treatment of the Trust Fund as a REMIC under "--Federal Income Tax Consequences
for REMIC Certificates" and as a grantor trust under "--Federal Income Tax
Consequences for Certificates as to which No REMIC Election is Made." If an
election is made instead to treat a Trust Fund as a FASIT, the applicable
federal income tax consequences will be discussed in the related prospectus
supplement.
FEDERAL INCOME TAX CONSEQUENCES FOR REMIC CERTIFICATES
GENERAL
With respect to a particular series of certificates, an election may be
made to treat the Trust Fund or one or more segregated pools of assets in the
Trust Fund as one or more REMICs within the meaning of Code Section 860D. A
Trust Fund or a portion of a Trust Fund as to which a REMIC election will be
made will be referred to as a "REMIC Pool." For purposes of this discussion,
certificates of a series as to which one or more REMIC elections are made are
referred to as "REMIC Certificates" and will consist of one or more classes of
"Regular Certificates" and one class of "Residual Certificates" in the case of
each REMIC Pool. Qualification as a REMIC requires ongoing compliance with
certain conditions. With respect to each series of REMIC Certificates,
Cadwalader, Wickersham & Taft LLP has rendered its opinion that, assuming (i)
the making of a timely election, (ii) compliance with all provisions of the
applicable Agreement and (iii) compliance with any changes in the law, including
any amendments to the Code or applicable Treasury regulations, each REMIC Pool
will qualify as a REMIC. The Regular Certificates will be considered to be
"regular interests" in the REMIC Pool and generally will be treated for federal
income tax purposes as if they were newly originated debt instruments, and the
Residual Certificates will be considered to be "residual interests" in the REMIC
Pool. The prospectus supplement for each series of certificates will indicate
whether one or more REMIC elections with respect to the related Trust Fund will
be made, in which event references to "REMIC" or "REMIC Pool" in this prospectus
shall be deemed to refer to each REMIC Pool. If so specified in the applicable
prospectus supplement, the portion of a Trust Fund as to which a REMIC election
is not made may be treated as a grantor trust for federal income tax purposes.
See "--Federal Income Tax Consequences for Certificates as to Which No REMIC
Election Is Made" below. For purposes of this discussion, unless otherwise
specified, the term "mortgage loans" will be used to refer to mortgage loans and
Installment Contracts.
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" or "loans secured by an
interest in . . . health . . . institutions or facilities, including structures
designed or used previously for residential purposes for . . . persons under
care" (such as single family or multifamily properties or health-care
properties, but not other commercial properties) within the meaning of Code
Section 7701(a)(19)(C), and otherwise will not qualify for this treatment. REMIC
Certificates held by a real estate investment trust will constitute "real estate
assets" within the meaning of Code Section 856(c)(5)(B), and interest on the
Regular Certificates and income with respect to Residual Certificates will be
considered "interest on obligations secured by mortgages on real property or on
interests in real property" within the meaning of Code Section 856(c)(3)(B) 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)(5)(B), payments of principal and interest on the mortgage
loans that are reinvested pending distribution to holders of REMIC Certificates
that qualify for this treatment. Where
48
multiple REMIC Pools are a part of a tiered structure they will be treated as
one REMIC for purposes of the tests described above respecting asset ownership
of more or less than 95%. Regular Certificates will 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 certain
financial institutions will constitute an "evidence of indebtedness" within the
meaning of Code Section 582(c)(1).
QUALIFICATION AS A REMIC
In order for a 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 after that date, 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" below.
A qualified mortgage is any obligation that is principally secured by an
interest in real property and that is either transferred to the REMIC Pool on
the Startup Day in exchange for regular or residual interests, or is either
purchased by the REMIC Pool within a three-month period thereafter or represents
an increase in the loan advanced to the obligor under its original terms, in
each case 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, regular interests in another REMIC, such as certificates 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 its buildings and structural components, is at
least 80% of the principal balance of the related mortgage loan 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
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
after the Startup Day or (ii) in exchange for a "defective obligation" within a
two-year period after the Startup Day. 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 the 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
the 90-day period.
Permitted investments include cash flow investments, qualified reserve
assets, and foreclosure property. A cash flow investment is an investment,
earning a return in the nature of interest, of amounts received on or with
respect to qualified mortgages for a temporary period, not exceeding 13 months,
until
49
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. In addition, a reserve fund
(limited to not more than 50% of the REMIC's initial assets) may be used to
provide a source of funds for the purchase of increases in the balances of
qualified mortgages pursuant to their terms. A reserve fund will be disqualified
if more than 30% of the gross income from the assets in the fund for the year is
derived from the sale or other disposition of property held for less than three
months, unless required to prevent a default on the regular interests caused by
a default on one or more qualified mortgages. A reserve fund must be reduced
"promptly and appropriately" to the extent no longer required. 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 beginning after the year in which
the property is acquired with an extension that may be granted by the Internal
Revenue Service (the "Service").
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. The
specified portion may consist of a fixed number of basis points, a fixed
percentage of the total interest, or a fixed or qualified variable or inverse
variable rate on some or all of the qualified mortgages minus a different fixed
or qualified variable rate. The specified principal amount of a regular interest
that provides for interest payments consisting of a specified, nonvarying
portion of interest payments on qualified mortgages may be zero. A residual
interest is an interest in a REMIC Pool other than a regular interest that is
issued on the Startup Day and that is designated as a residual interest. An
interest in a REMIC Pool may be treated as a regular interest even if payments
of principal with respect to the interest are subordinated to payments on other
regular interests or the residual interest in the REMIC Pool, and are dependent
on the absence of defaults or delinquencies on qualified mortgages or permitted
investments, lower than reasonably expected returns on permitted investments,
unanticipated expenses incurred by the REMIC Pool or prepayment interest
shortfalls. Accordingly, the Regular Certificates of a series will constitute
one or more classes of regular interests, and the Residual Certificates 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 that year
and for the following years. In this event, an entity with multiple classes of
ownership interests may be treated as a separate association taxable as a
corporation under Treasury regulations, and the Regular Certificates may be
treated as equity interests in that entity. 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.
50
TAXATION OF REGULAR CERTIFICATES
General
In general, interest and original issue discount on a Regular Certificate
will be treated as ordinary income to a holder of the Regular Certificate (the
"Regular Certificateholder") as they accrue, and principal payments on a Regular
Certificate will be treated as a return of capital to the extent of the Regular
Certificateholder's basis in the Regular Certificate allocable to that Regular
Certificate (other than accrued market discount not yet reported as income).
Regular Certificateholders must use the accrual method of accounting with regard
to Regular Certificates, regardless of the method of accounting otherwise used
by the Regular Certificateholders.
Original Issue Discount
Certificates on which accrued interest is capitalized and deferred will
be, and other classes of Regular Certificates may be, issued with "original
issue discount" within the meaning of Code Section 1273(a). Holders of any class
of Regular Certificates having original issue discount generally must include
original issue discount in ordinary income for federal income tax purposes as it
accrues, in accordance with the constant yield method that takes into account
the compounding of interest, in advance of receipt of the cash attributable to
the income. The following discussion is based in part on temporary and final
Treasury regulations (the "OID Regulations") 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
Regular Certificates. To the extent the issues are not addressed in the
regulations, it is anticipated that the Trustee will apply the methodology
described in the Conference Committee Report to the 1986 Act. No assurance can
be provided that the Service will not take a different position as to those
matters not currently addressed by the OID Regulations. Moreover, the OID
Regulations include an anti-abuse rule allowing the Service to apply or depart
from the OID Regulations where necessary or appropriate to ensure a reasonable
tax result in light of the applicable statutory provisions. A tax result will
not be considered unreasonable under the anti-abuse rule in the absence of a
substantial effect on the present value of a taxpayer's tax liability. Investors
are advised to consult their own tax advisors as to the discussion in this
section and the appropriate method for reporting interest and original issue
discount with respect to the Regular Certificates.
Each Regular Certificate (except to the extent described below with
respect to a Regular Certificate on which principal is distributed by random lot
("Random Lot Certificates")) will be treated as a single installment obligation
for purposes of determining the original issue discount includible in a Regular
Certificateholder's income. The total amount of original issue discount on a
Regular Certificate is the excess of the "stated redemption price at maturity"
of the Regular Certificate over its "issue price". The issue price of a class of
Regular Certificates offered pursuant to this prospectus generally is the first
price at which a substantial amount of Regular Certificates of that class is
sold to the public (excluding bond houses, brokers and underwriters). Although
unclear under the OID Regulations, the Seller intends to treat the issue price
of a class as to which there is no sale of a substantial amount as of the issue
date or that is retained by the Seller as the fair market value of that class as
of the issue date. The issue price of a Regular Certificate also includes the
amount paid by an initial Regular Certificateholder for accrued interest that
relates to a period prior to the issue date of the Regular Certificate, unless
the Regular Certificateholder elects on its federal income tax return to exclude
the amount from the issue price and to recover it on the first Distribution
Date. The stated redemption price at maturity of a Regular Certificate always
includes the original principal amount of the Regular Certificate, but generally
will not include distributions of stated interest if the interest distributions
constitute "qualified stated interest". Under the OID Regulations, qualified
stated interest generally means interest payable at a single fixed rate or a
qualified variable rate (as described below) provided that the interest payments
are unconditionally payable at intervals of one year or less during the entire
term of the Regular Certificate. Because there is no penalty or default remedy
in the case of nonpayment of interest with respect to a Regular Certificate, it
is possible that no interest on any class of Regular Certificates will be
treated as qualified stated interest. However, except as provided in the
following three sentences or in the applicable prospectus supplement,
51
because the underlying mortgage loans provide for remedies in the event of
default, it is anticipated that the Trustee will treat interest with respect to
the Regular Certificates as qualified stated interest. Distributions of interest
on an Accrual Certificate, or on other Regular Certificates with respect to
which deferred interest will accrue, will not constitute qualified stated
interest, in which case the stated redemption price at maturity of the Regular
Certificates includes all distributions of interest as well as principal on the
Regular Certificates. Likewise, the Seller 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 Regular Certificate is shorter than the interval between
subsequent Distribution Dates, the interest attributable to the additional days
will be included in the stated redemption price at maturity.
Under a de minimis rule, original issue discount on a Regular Certificate
will be considered to be zero if the original issue discount is less than 0.25%
of the stated redemption price at maturity of the Regular Certificate multiplied
by the weighted average maturity of the Regular Certificate. For this purpose,
the weighted average maturity of the Regular Certificate is computed as the sum
of the amounts determined by multiplying the number of full years (i.e.,
rounding down partial years) from the issue date until each distribution is
scheduled to be made by a fraction, the numerator of which is the amount of each
distribution included in the stated redemption price at maturity of the Regular
Certificate and the denominator of which is the stated redemption price at
maturity of the Regular Certificate. The Conference Committee Report to the 1986
Act provides that the schedule of the distributions should be determined in
accordance with the assumed rate of prepayment of the mortgage loans (the
"Prepayment Assumption") and the anticipated reinvestment rate, if any, relating
to the Regular Certificates. The Prepayment Assumption with respect to a series
of Regular Certificates will be set forth in the related prospectus supplement.
Holders generally must report de minimis OID pro rata as principal payments are
received, and the income will be capital gain if the Regular Certificate is held
as a capital asset. However, under the OID Regulations, Regular
Certificateholders may elect to accrue all de minimis original issue discount as
well as market discount and market premium under the constant yield method. See
"--Election to Treat All Interest Under the Constant Yield Method" below.
A Regular Certificateholder generally must include in gross income for any
taxable year the sum of the "daily portions," as defined below, of the original
issue discount on the Regular Certificate accrued during an accrual period for
each day on which it holds the Regular Certificate, including the date of
purchase but excluding the date of disposition. It is anticipated that the
Trustee will treat the monthly period ending on the day before each Distribution
Date as the accrual period. With respect to each Regular Certificate, a
calculation will be made of the original issue discount that accrues during each
successive full accrual period (or shorter period from the date of original
issue) that ends on the day before the related Distribution Date on the Regular
Certificate. The Conference Committee Report to the 1986 Act states that the
rate of accrual of original issue discount is intended to be based on the
Prepayment Assumption. Other than as discussed below with respect to a Random
Lot Certificate, the original issue discount accruing in a full accrual period
would be the excess, if any, of (i) the sum of (a) the present value of all of
the remaining distributions to be made on the Regular Certificate as of the end
of that accrual period and (b) the distributions made on the Regular Certificate
during the accrual period that are included in the Regular Certificate's stated
redemption price at maturity, over (ii) the adjusted issue price of the Regular
Certificate at the beginning of the accrual period. The present value of the
remaining distributions referred to in the preceding sentence is calculated
based on (i) the yield to maturity of the 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 Regular Certificate at the beginning of any
accrual period equals the issue price of the Regular Certificate, increased by
the aggregate amount of original issue discount with respect to the Regular
Certificate that accrued in all prior accrual periods and reduced by the amount
of distributions included in the Regular Certificate's stated redemption price
at maturity that were made on the Regular Certificate in the 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
52
period shorter than a full accrual period, the daily portions of original issue
discount must be determined according to an appropriate allocation under any
reasonable method.
Under the method described above, the daily portions of original issue
discount required to be included in income by a Regular Certificateholder
generally will increase to take into account prepayments on the Regular
Certificates as a result of prepayments on the mortgage loans that exceed the
Prepayment Assumption, and generally will decrease (but not below zero for any
period) if the prepayments are slower than the Prepayment Assumption. However,
in the case of certain classes of Regular Certificates of a series, an increase
in prepayments on the mortgage loans can result in both a change in the priority
of principal payments with respect to the classes and either an increase or
decrease in the daily portions of original issue discount with respect to the
classes.
In the case of a Random Lot Certificate, it is anticipated that the
Trustee will determine the yield to maturity of the certificate based upon the
anticipated payment characteristics of the class as a whole under the Prepayment
Assumption. In general, the original issue discount accruing on each Random Lot
Certificate in a full accrual period would be its allocable share of the
original issue discount with respect to the entire class, as determined in
accordance with the preceding paragraph. However, in the case of a distribution
in retirement of the entire unpaid principal balance of any Random Lot
Certificate (or portion of the unpaid principal balance), (a) the remaining
unaccrued original issue discount allocable to the certificate (or to the
portion) will accrue at the time of the distribution, and (b) the accrual of
original issue discount allocable to each remaining certificate of the class (or
the remaining unpaid principal balance of a partially redeemed Random Lot
Certificate after a distribution of principal has been received) will be
adjusted by reducing the present value of the remaining payments on the class
and by reducing the adjusted issue price of the class to the extent of the
portion of the adjusted issue price attributable to the portion of the unpaid
principal balance of the class that was distributed. The Seller believes that
the foregoing treatment is consistent with the "pro rata prepayment" rules of
the OID Regulations, but with the rate of accrual of original issue discount
determined based on the Prepayment Assumption for the class as a whole.
Investors are advised to consult their tax advisors as to this treatment.
Acquisition Premium
A purchaser of a Regular Certificate at a price greater than its adjusted
issue price but less than its stated redemption price at maturity will be
required to include in gross income the daily portions of the original issue
discount on the Regular Certificate reduced pro rata by a fraction, the
numerator of which is the excess of its purchase price over the adjusted issue
price and the denominator of which is the excess of the remaining stated
redemption price at maturity over the adjusted issue price. Alternatively, a
subsequent purchaser may elect to treat all of the acquisition premium under the
constant yield method, as described below under the heading "--Election to Treat
All Interest Under the Constant Yield Method" below.
Variable Rate Regular Certificates
Regular Certificates may provide for interest based on a variable rate.
Under the OID Regulations, interest is treated as payable at a variable rate if,
generally, (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 rate and one or more qualified floating rates, (c) a single
"objective rate", or (d) a single fixed rate and a single objective rate that is
a "qualified inverse floating rate". A floating rate is a qualified floating
rate if variations in the rate can reasonably be expected to measure
contemporaneous variations in the cost of newly borrowed funds, where the rate
is subject to a fixed multiple that is greater than 0.65 but not more than 1.35.
The rate may also be increased or decreased by a fixed spread or subject to a
fixed cap or floor, or a cap or floor that is not reasonably expected as of the
issue date to affect the yield of the instrument significantly. An objective
rate 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 the 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
53
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 Regular Certificates may be issued under this prospectus that provides
for interest that is not a fixed rate and also 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 so that it is considered
significantly "front-loaded" or "back-loaded" within the meaning of the OID
Regulations. It is possible that this class may be considered to bear
"contingent interest" within the meaning of the OID Regulations. The OID
Regulations, as they relate to the treatment of contingent interest, are by
their terms not applicable to Regular Certificates. However, if final
regulations dealing with contingent interest with respect to Regular
Certificates apply the same principles as existing contingent rules, the
regulations may lead to different timing of income inclusion that would be the
case under the OID Regulations. Furthermore, application of these principles
could lead to the characterization of gain on the sale of contingent interest
Regular Certificates as ordinary income. Investors should consult their tax
advisors regarding the appropriate treatment of any Regular Certificate that
does not pay interest at a fixed rate or variable rate as described in this
paragraph.
Under the REMIC Regulations, a Regular Certificate (i) bearing a rate that
is tied to current values of a rate that qualifies as a variable rate under the
OID Regulations (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 this rate (plus
or minus a specified number of basis points), or that represents a weighted
average of rates on some or all of the mortgage loans, including a rate that is
subject to one or more caps or floors, or (ii) bearing one or more variable
rates for one or more periods or one or more fixed rates for one or more
periods, and a different variable rate or fixed rate for other periods,
qualifies as a regular interest in a REMIC. It is anticipated that the Trustee
will treat Regular Certificates that qualify as regular interests under this
rule in the same manner as obligations bearing a variable rate for original
issue discount reporting purposes.
The amount of original issue discount with respect to a Regular
Certificate bearing a variable rate of interest will accrue in the manner
described above under "Original Issue Discount" with the yield to maturity and
future payments on the Regular Certificate generally to be determined by
assuming that interest will be payable for the life of the Regular Certificate
based on the initial rate (or, if different, the value of the applicable
variable rate as of the pricing date) for the relevant class. It is anticipated
that the Trustee will treat the 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, it is anticipated that the
Trustee will treat Regular Certificates bearing an interest rate that is a
weighted average of the net interest rates on mortgage loans which themselves
have fixed or qualified variable 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 over the life of the mortgage loans
beginning with the period in which the first weighted average adjustment date
occurring after the issue date occurs. Adjustments will be made in each accrual
period either increasing or decreasing the amount or ordinary income reportable
to reflect the interest rate on the Regular Certificates.
Market Discount
A purchaser of a Regular Certificate also may be subject to the market
discount rules of Code Section 1276 through 1278. Under these Code sections and
the principles applied by the OID Regulations in the context of original issue
discount, "market discount" is the amount by which the purchaser's original
basis in the Regular Certificate (i) is exceeded by the then-current principal
amount of the Regular Certificate or (ii) in the case of a Regular Certificate
having original issue discount, is exceeded by the adjusted issue price of the
Regular Certificate at the time of purchase. The purchaser generally will be
required to recognize ordinary income to the extent of accrued market discount
on the Regular Certificate as
54
distributions includible in the stated redemption price at maturity are
received, in an amount not exceeding any distribution. The market discount would
accrue in a manner to be provided in Treasury regulations and should take into
account the Prepayment Assumption. The Conference Committee Report to the 1986
Act provides that until the regulations are issued, the market discount would
accrue either (i) on the basis of a constant interest rate, (ii) in the ratio of
stated interest allocable to the relevant period to the sum of the interest for
the period plus the remaining interest as of the end of the period, or (iii) in
the case of a Regular Certificate issued with original issue discount, in the
ratio of original issue discount accrued for the relevant period to the sum of
the original issue discount accrued for the period plus the remaining original
issue discount as of the end of the period. The purchaser also generally will be
required to treat a portion of any gain on a sale or exchange of the Regular
Certificate as ordinary income to the extent of the market discount accrued to
the date of disposition under one of the foregoing methods, less any accrued
market discount previously reported as ordinary income as partial distributions
in reduction of the stated redemption price at maturity were received. The
purchaser will be required to defer deduction of a portion of the excess of the
interest paid or accrued on indebtedness incurred to purchase or carry a Regular
Certificate over the interest distributable on that Regular Certificate. The
deferred portion of the interest expense in any taxable year generally will not
exceed the accrued market discount on the Regular Certificate for that year. Any
deferred interest expense is, in general, allowed as a deduction not later than
the year in which the related market discount income is recognized or the
Regular Certificate is disposed of. As an alternative to the inclusion of market
discount in income on the foregoing basis, the Regular Certificateholder may
elect to include market discount in income currently as it accrues on all market
discount instruments acquired by the Regular Certificateholder in that taxable
year or the following years, 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 the election may be deemed to be
made.
Market discount with respect to a Regular Certificate will be considered
to be zero if the market discount is less than 0.25% of the remaining stated
redemption price at maturity of the Regular Certificate multiplied by the
weighted average maturity of the Regular Certificate (determined as described
above in the third paragraph under "Original Issue Discount") remaining after
the date of purchase. It appears that de minimis market discount would be
reported in a manner similar to de minimis original issue discount. See
"--Original Issue Discount" above. Treasury regulations implementing the market
discount rules have not yet been issued, and therefore investors should consult
their own tax advisors regarding the application of these rules. 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.
Premium
A 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 the Regular Certificate as a
"capital asset" within the meaning of Code Section 1221, the Regular
Certificateholder may elect under Code Section 171 to amortize the premium under
the constant yield method. Final Treasury Regulations issued under Code Section
171 do not by their terms apply to prepayable debt instruments such as the
Regular Certificates. 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 Regular Certificates, although it is unclear whether the alternatives to
the constant yield method described above under "Market Discount" are available.
Amortizable bond premium will be treated as an offset to interest income on a
Regular Certificate rather than as a separate deduction item. See "--Election to
Treat All Interest Under the Constant Yield Method" below regarding an
alternative manner in which the Code Section 171 election may be deemed to be
made.
55
Election to Treat All Interest Under the Constant Yield Method
A holder of a debt instrument such as a Regular Certificate may elect to
treat all interest that accrues on the instrument using the constant yield
method, with none of the interest being treated as qualified stated interest.
For purposes of applying the constant yield method to a debt instrument subject
to this 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 this election on an instrument by instrument basis or for a
class or group of debt instruments. However, if the holder makes this 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 the following years. The election is made on the
holder's federal income tax return for the year in which the debt instrument is
acquired and is irrevocable except with the approval of the Service. Investors
should consult their own tax advisors regarding the advisability of making this
election.
SALE OR EXCHANGE OF REGULAR CERTIFICATES
If a Regular Certificateholder sells or exchanges a Regular Certificate,
the Regular Certificateholder will recognize gain or loss equal to the
difference, if any, between the amount realized and its adjusted basis in the
Regular Certificate. The adjusted basis of a Regular Certificate generally will
equal the cost of the Regular Certificate to the seller, increased by any
original issue discount or market discount previously included in the seller's
gross income with respect to the Regular Certificate and reduced by amounts
included in the stated redemption price at maturity of the Regular Certificate
that were previously received by the seller, by any amortized premium and by 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
Regular Certificate realized by an investor who holds the Regular Certificate as
a capital asset will be capital gain or loss and will be long-term, or
short-term depending on whether the Regular Certificate has been held for the
applicable capital gain holding period. The gain will be treated as ordinary
income (i) if a Regular Certificate is held as part of a "conversion
transaction" as defined in Code Section 1258(c), up to the amount of interest
that would have accrued on the Regular Certificateholder's net investment in the
conversion transaction at 120% of the appropriate applicable Federal rate under
Code Section 1274(d) in effect at the time the taxpayer entered into the
transaction minus any amount previously treated as ordinary income with respect
to any prior distribution of property that was held as a part of the
transaction, (ii) in the case of a non-corporate taxpayer, to the extent the
taxpayer has made an election under Code Section 163(d)(4) to have net capital
gains taxed as investment income at ordinary rates, or (iii) to the extent that
the gain does not exceed the excess, if any, of (a) the amount that would have
been includible in the gross income of the holder if its yield on the Regular
Certificate were 110% of the applicable Federal rate as of the date of purchase,
over (b) the amount of income actually includible in the gross income of the
holder with respect to the Regular Certificate. In addition, gain or loss
recognized from the sale of a Regular Certificate by certain banks or thrift
institutions will be treated as ordinary income or loss pursuant to Code Section
582(c). Generally, short-term capital gains of certain non-corporate taxpayers
are subject to the same tax rate as the ordinary income of those taxpayers for
property held for not more than one year, and long-term capital gains of those
taxpayers are subject to a lower maximum tax rate than ordinary income for those
taxpayers for property held for more than one year. The maximum tax rate for
corporations is the same with respect to both ordinary income and capital gains.
56
Treatment of Losses
Holders of Regular Certificates will be required to report income with
respect to Regular Certificates on the accrual method of accounting, without
giving effect to delays or reductions in distributions attributable to defaults
or delinquencies on the mortgage loans allocable to a particular class of
Regular Certificates, except to the extent it can be established that the losses
are uncollectible. Accordingly, the holder of a Regular Certificate may have
income, or may incur a diminution in cash flow as a result of a default or
delinquency, but may not be able to take a deduction (subject to the discussion
below) for the corresponding loss until a subsequent taxable year. In this
regard, investors are cautioned that while they may generally cease to accrue
interest income if it reasonably appears that the interest will be
uncollectible, the Internal Revenue Service may take the position that original
issue discount must continue to be accrued in spite of its uncollectibility
until the debt instrument is disposed of in a taxable transaction or becomes
worthless in accordance with the rules of Code Section 166. Under Code Section
166, it appears that holders of Regular Certificates that are corporations or
that otherwise hold the Regular Certificates in connection with a trade or
business should in general be allowed to deduct as an ordinary loss any loss
sustained during the taxable year on account of any Regular Certificates
becoming wholly or partially worthless, and that, in general, holders of Regular
Certificates that are not corporations and do not hold the Regular Certificates
in connection with a trade or business will be allowed to deduct as a short-term
capital loss any loss with respect to principal sustained during the taxable
year on account of a portion of any class or subclass of the Regular
Certificates becoming wholly worthless. Although the matter is not free from
doubt, non-corporate holders of Regular Certificates should be allowed a bad
debt deduction at the same time as the principal balance of any class or
subclass of the Regular Certificates is reduced to reflect losses resulting from
any liquidated mortgage loans. The Service, however, could take the position
that non-corporate holders will be allowed a bad debt deduction to reflect the
losses only after all mortgage loans remaining in the Trust Fund have been
liquidated or the class of Regular Certificates has been otherwise retired. The
Service could also assert that losses on the Regular Certificates are deductible
based on some other method that may defer the deductions for all holders, such
as reducing future cash flow for purposes of computing original issue discount.
This may have the effect of creating "negative" original issue discount which
would be deductible only against future positive original issue discount or
otherwise upon termination of the class. Holders of Regular Certificates are
urged to consult their own tax advisors regarding the appropriate timing, amount
and character of any loss sustained with respect to the Regular Certificates.
While losses attributable to interest previously reported as income should be
deductible as ordinary losses by both corporate and non-corporate holders the
Service may take the position that losses attributable to accrued original issue
discount may only be deducted as capital losses in the case of non-corporate
holders who do not hold 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. The taxpayers are advised to
consult their tax advisors regarding the treatment of losses on Regular
Certificates.
TAXATION OF RESIDUAL CERTIFICATES
Taxation of REMIC Income
Generally, the "daily portions" of REMIC taxable income or net loss will
be includible as ordinary income or loss in determining the federal taxable
income of holders of Residual Certificates ("Residual Certificateholders"), and
will not be taxed separately to the REMIC Pool. The daily portions of REMIC
taxable income or net loss of a Residual Certificateholder are determined by
allocating the REMIC Pool's taxable income or net loss for each calendar quarter
ratably to each day in the quarter and by allocating the daily portion among the
Residual Certificateholders in proportion to their respective holdings of
Residual Certificates in the REMIC Pool on that day. REMIC taxable income is
generally determined in the same manner as the taxable income of an individual
using the accrual method of accounting, except that (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
57
Regular Certificates, plus income on reinvestment of cash flows and reserve
assets, plus any cancellation of indebtedness income upon allocation of realized
losses to the Regular Certificates. The REMIC Pool's deductions include interest
and original issue discount expense on the Regular Certificates, servicing fees
on the mortgage loans, other administrative expenses of the REMIC Pool and
realized losses on the mortgage loans. The requirement that Residual
Certificateholders report their pro rata share of taxable income or net loss of
the REMIC Pool will continue until there are no certificates of any class of the
related series outstanding.
The taxable income recognized by a Residual Certificateholder in any
taxable year will be affected by, among other factors, the relationship between
the timing of recognition of interest and original issue discount or market
discount income or amortization of premium with respect to the mortgage loans,
on the one hand, and the timing of deductions for interest (including original
issue discount) or income from amortization of issue premium on the Regular
Certificates, on the other hand. In the event that an interest in the mortgage
loans is acquired by the REMIC Pool at a discount, and one or more of the
mortgage loans is prepaid, the Residual Certificateholder may recognize taxable
income without being entitled to receive a corresponding amount of cash because
(i) the prepayment may be used in whole or in part to make distributions in
reduction of principal on the Regular Certificates and (ii) the discount on the
mortgage loans which is includible in income may exceed the deduction allowed
upon the distributions on those Regular Certificates on account of any unaccrued
original issue discount relating to those Regular Certificates. When there is
more than one class of Regular Certificates that distribute principal
sequentially, this mismatching of income and deductions is particularly likely
to occur in the early years following issuance of the Regular Certificates when
distributions in reduction of principal are being made in respect of earlier
classes of Regular Certificates to the extent that the classes are not issued
with substantial discount or are issued at a premium. If taxable income
attributable to a mismatching is realized, in general, losses would be allowed
in later years as distributions on the later classes of Regular Certificates are
made. Taxable income may also be greater in earlier years than in later years as
a result of the fact that interest expense deductions, expressed as a percentage
of the outstanding principal amount of the series of Regular Certificates, may
increase over time as distributions in reduction of principal are made on the
lower yielding classes of Regular Certificates. However to the extent that the
REMIC Pool includes fixed rate mortgage loans, interest income with respect to
given mortgage loan will remain constant over time as a percentage of the
outstanding principal amount of that loan. Consequently, Residual
Certificateholders must have sufficient other sources of cash to pay any
federal, state or local income taxes due as a result of the mismatching or
unrelated deductions against which to offset the income, subject to the
discussion of "excess inclusions" below under "--Limitations on Offset or
Exemption of REMIC Income." The timing of the mismatching of income and
deductions described in this paragraph, if present with respect to a series of
certificates, may have a significant adverse effect upon the Residual
Certificateholder's after-tax rate of return. In addition, a Residual
Certificateholder's taxable income during certain periods may exceed the income
reflected by the Residual Certificateholder for those 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 the Residual Certificate. The
adjusted basis will be increased by the amount of taxable income of the REMIC
Pool reportable by the Residual Certificateholder and will be decreased (but not
below zero), first, by a cash distribution from the REMIC Pool and, second, by
the amount of loss of the REMIC Pool reportable by the Residual
Certificateholder. Any loss that is disallowed on account of this limitation may
be carried over indefinitely with respect to the Residual Certificateholder as
to whom the loss was disallowed and may be used by the Residual
Certificateholder only to offset any income generated by the same REMIC Pool.
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A Residual Certificateholder will not be permitted to amortize directly
the cost of its Residual Certificate as an offset to its share of the taxable
income of the related REMIC Pool. However, that taxable income will not include
cash received by the REMIC Pool that represents a recovery of the REMIC Pool's
basis in its assets. The recovery of basis by the REMIC Pool will have the
effect of amortization of the issue price of the Residual Certificates over
their life. However, in view of the possible acceleration of the income of
Residual Certificateholders described above under "--Taxation of REMIC Income",
the period of time over which the issue price is effectively amortized may be
longer than the economic life of the Residual Certificates.
A Residual Certificate may have a negative value if the net present value
of anticipated tax liabilities exceeds the present value of anticipated cash
flows. The REMIC Regulations appear to treat the issue price of a residual
interest as zero rather than the negative amount for purposes of determining the
REMIC Pool's basis in its assets. Regulations have been issued addressing the
federal income tax treatment of "inducement fees" received by transferees of
non-economic Residual Certificates. The regulations require inducement fees to
be included in income over a period reasonably related to the period in which
the related Residual Certificate is expected to generate taxable income or net
loss to its holder. Under two safe harbor methods, inducement fees are permitted
to be included in income (i) in the same amounts and over the same period that
the taxpayer uses for financial reporting purposes, provided that the period is
not shorter than the period the related REMIC is expected to generate taxable
income or (ii) ratably over the remaining anticipated weighted average life of
all the regular and residual interests issued by the related REMIC, determined
based on actual distributions projected as remaining to be made on the interests
under the Prepayment Assumption. If the holder of a non-economic Residual
Certificate sells or otherwise disposes of the non-economic Residual
Certificate, any unrecognized portion of the inducement fee is required to be
taken into account at the time of the sale or disposition. Holders of Residual
Certificates should consult with their tax advisors regarding the effect of
these regulations.
Further, to the extent that the initial adjusted basis of a Residual
Certificateholder (other than an original holder) in the Residual Certificate is
greater that the corresponding portion of the REMIC Pool's basis in the mortgage
loans, the Residual Certificateholder will not recover a portion of the basis
until termination of the REMIC Pool unless future Treasury regulations provide
for periodic adjustments to the REMIC income otherwise reportable by the holder.
The REMIC Regulations currently in effect do not so provide. 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 Seller 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 Seller makes no representation as to the specific
method that the Trustee will use for reporting income with respect to the
mortgage loans and expenses with respect to the Regular Certificates, and
different methods could result in different timing of reporting of taxable
income or net loss to Residual Certificateholders or differences in capital gain
versus ordinary income.
Original Issue Discount and Premium. Generally, the REMIC Pool's
deductions for original issue discount will be determined in the same manner as
original issue discount income on Regular Certificates as described above under
"--Taxation of Regular Certificates--Original Issue Discount" and "--Variable
Rate Regular Certificates", without regard to the de minimis rule described in
those sections, and "--Taxation of Regular Certificates--Premium" above.
Market Discount. The REMIC Pool will have market discount income in
respect of mortgage loans if, in general, the basis of the REMIC Pool allocable
to the mortgage loans is exceeded by their unpaid principal balances. The REMIC
Pool's basis in the mortgage loans is generally the fair market value of the
59
mortgage loans immediately after their transfer to the REMIC Pool. The REMIC
Regulations provide that the basis is equal in the aggregate to the issue prices
of all regular and residual interests in the REMIC Pool (or their fair market
value at the Closing Date, in the case of a retained class). In respect of
mortgage loans that have market discount to which Code Section 1276 applies, the
accrued portion of the market discount would be recognized currently as an item
of ordinary income in a manner similar to original issue discount. Market
discount income generally will accrue on a constant yield method.
Premium. Generally, if the basis of the REMIC Pool in the mortgage loans
exceeds their unpaid principal balances, the REMIC Pool will be considered to
have acquired the mortgage loans at a premium equal to the amount of the excess.
As stated above, the REMIC Pool's basis in mortgage loans is the fair market
value of the mortgage loans, based on the aggregate of the issue prices (or the
fair market value of retained classes) of the regular and residual interests in
the REMIC Pool immediately after their transfer to the REMIC Pool. In a manner
analogous to the discussion above under "--Taxation of Regular
Certificates--Premium," a REMIC Pool that holds a mortgage loan as a capital
asset under Code Section 1221 may elect under Code Section 171 to amortize
premium on whole mortgage loans 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 originated on or prior to
September 27, 1985. Premium with respect to the mortgage loans may be deductible
in accordance with a reasonable method regularly employed by the holder of the
mortgage loan. The allocation of the premium pro rata among principal payments
should be considered a reasonable method; however, the Service may argue that
the premium should be allocated in a different manner, such as allocating the
premium entirely to the final payment of principal.
Limitations on Offset or Exemption of REMIC Income
A portion 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 the 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 the
Residual Certificate at the beginning of the quarterly period. For this purpose,
the adjusted issue price of a Residual Certificate at the beginning of a quarter
is the issue price of the Residual Certificate, plus the amount of the daily
accruals of REMIC income described in this paragraph for all prior quarters,
decreased by any distributions made with respect to the Residual Certificate
prior to the beginning of the quarterly period. Accordingly, the portion of the
REMIC Pool's taxable income that will be treated as excess inclusions will be a
larger portion of the income as the adjusted issue price of the Residual
Certificates diminishes.
The portion of a Residual Certificateholder's REMIC taxable income
consisting of the excess inclusions generally may not be offset by other
deductions, including net operating loss carryforwards, on the Residual
Certificateholder's return. However, net operating loss 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 the 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 that portion attributable to
excess inclusions is not eligible for any reduction in the rate of withholding
tax (by treaty or otherwise). See "--Taxation of Certain Foreign
Investors--Residual Certificates" below. Finally, if a real estate investment
trust or a regulated investment company owns a Residual Certificate, a portion
(allocated under Treasury regulations yet to be issued) of dividends paid by the
real estate investment trust or a regulated investment company could not be
offset by net operating losses of its shareholders, would constitute unrelated
business taxable income for tax-exempt shareholders, and would be ineligible for
reduction of withholding to certain persons who are not U.S. Persons.
60
In addition, the Code provides three rules for determining the effect of
excess inclusions on the alternative minimum taxable income of a Residual
Holder. First, alternative minimum taxable income for a Residual Holder is
determined without regard to the special rule, discussed above, that taxable
income cannot be less than excess inclusions. Second, a Residual Holder'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.
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 the
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. This tax generally would be imposed on the transferor of the
Residual Certificate, except that where the transfer is through an agent
(including a broker, nominee or other middleman) for a Disqualified
Organization, the tax would instead be imposed on the agent. However, a
transferor of a Residual Certificate would in no event be liable for the tax
with respect to a transfer if the transferee furnishes to the transferor an
affidavit that the transferee is not a Disqualified Organization and, as of the
time of the transfer, the transferor does not have actual knowledge that the
affidavit is false. The tax also may be waived by the Treasury Department if the
Disqualified Organization promptly disposes of the residual interest and the
transferor pays income tax at the highest corporate rate on the excess
inclusions for the period the Residual Certificate is actually held by the
Disqualified Organization.
In addition, if a "Pass-Through Entity" (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
the entity, then a tax is imposed on the entity equal to the product of (i) the
amount of excess inclusions on the Residual Certificate that are allocable to
the interest in the Pass-Through Entity during the period the interest is held
by the Disqualified Organization, and (ii) the highest marginal federal
corporate income tax rate. The tax would be deductible from the ordinary gross
income of the Pass-Through Entity for the taxable year. The Pass-Through Entity
would not be liable for the tax if it has received an affidavit from the record
holder that it is not a Disqualified Organization or stating such holder's
taxpayer identification number and, during the period the person is the record
holder of the Residual Certificate, the Pass-Through Entity does not have actual
knowledge that the affidavit is false.
If an "electing large partnership" holds a Residual Certificate, all
interests in the electing large partnership are treated as held by Disqualified
Organizations for purposes of the tax imposed upon a Pass-Through Entity by
Section 860E(c) of the Code. An exception to this tax, otherwise available to a
Pass-Through Entity that is furnished certain affidavits by record holders of
interests in the entity and that does not know the affidavits are false, is not
available to an electing large partnership.
For these purposes, (i) "Disqualified Organization" means the United
States, any state or political subdivision of the United States, any foreign
government, any international organization, any agency or instrumentality of any
of the foregoing (provided, that the term does not include an instrumentality if
all of its activities are subject to tax and a majority of its board of
directors is not selected by any 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 the 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. Except as may be provided in
Treasury regulations, any person holding an interest in a Pass-Through
61
Entity as a nominee for another will, with respect to the interest, be treated
as a Pass-Through Entity 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.
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 the
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
of a Disqualified Organization), and (ii) the transferor provides a statement in
writing to the Seller and the Trustee that it has no actual knowledge that the
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 the
restrictions on transfer, and each Residual Certificateholder will be deemed to
have agreed, as a condition of ownership, to any amendments to the related
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 Service and to the requesting
party within 60 days of the request, and the Seller or the Trustee may charge a
fee for computing and providing the 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
"--Taxation of Certain 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 "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, (iii) the transferee acknowledges to the transferor that it will not
cause income from the noneconomic residual interest to be attributable to a
foreign permanent establishment or fixed base, within the meaning of an
applicable income tax treaty, of the transferee or any other U.S. Person and
(iv) the transfer satisfies one of the following two tests:
(A) the present value of the anticipated tax liabilities associated
with holding the noneconomic residual interest does not exceed the present
value of the sum of: (1) any consideration given to the transferee to
acquire the interest (the inducement payment), (2) future distributions on
the interest, and (3) any anticipated tax savings associated with holding
the interest as the REMIC generates losses. For purposes of this
calculation, the present value is
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calculated using a discount rate equal to the lesser of the short-term
federal rate and the compounding period of the transferee, or
(B) the transferee is a domestic taxable corporations with large
amounts of gross and net assets where agreement is made that all future
transfers will be to taxable domestic corporations in transactions that
qualify for one of the safe harbor provisions. Eligibility for this prong
of the safe harbor requires, among other things, that the facts and
circumstances known to the transferor at the time of transfer not indicate
to a reasonable person that the taxes with respect to the noneconomic
residual interest will not be paid, with an unreasonably low cost for the
transfer specifically mentioned as negating eligibility.
The Agreement with respect to each series of certificates will require the
transferee of a Residual Certificate to certify to the matters in (i) through
(iii), but not (iv) above as part of the affidavit described above
under"--Disqualified Organizations". The transferor must have no actual
knowledge or reason to know that any 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 the
transferee's income is effectively connected with the conduct of a trade or
business within the United States. A Residual Certificate is deemed to have tax
avoidance potential unless, at the time of the transfer, (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 a transfer may be made. The term "U.S. Person" means a citizen
or resident of the United States, a corporation, partnership (except to the
extent provided in applicable Treasury regulations) or other entity created or
organized in or under the laws of the United States or any political subdivision
of the United States, 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 the
trust, and one or more U.S. Persons have the authority to control all
substantial decisions of the 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 the Residual
Certificateholder in the Residual Certificate at the time of the sale or
exchange. In addition to reporting the taxable income of the REMIC Pool, a
Residual Certificateholder will have taxable income to the extent that any cash
distribution to it from the REMIC Pool exceeds the adjusted basis on that
Distribution Date. The income will be treated as gain from the sale or exchange
of the Residual Certificate. It is possible that the termination of the REMIC
Pool may be treated as a sale or exchange of a Residual Certificateholder's
Residual Certificate, in which case, if the Residual Certificateholder has an
adjusted basis in the Residual Certificateholder's Residual Certificate
remaining when its interest in the REMIC Pool terminates, and if the Residual
Certificateholder holds the Residual Certificate as a capital asset under Code
Section 1221,
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then the Residual Certificateholder will recognize a capital loss at that time
in the amount of the remaining adjusted basis.
Any gain on the sale of a Residual Certificate will be treated as ordinary
income (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 the transaction or (ii) in the case of a
non-corporate taxpayer, to the extent the taxpayer has made an election under
Code Section 163(d)(4) to have net capital gains taxed as investment income at
ordinary income rates. 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 the sale or disposition, acquires (or enters into any other transaction
that results in the application of Section 1091) any residual interest in any
REMIC or any interest in a "taxable mortgage pool" (such as a non-REMIC owner
trust) that is economically comparable to a Residual Certificate.
Mark-to-Market Regulations
Regulations under Code Section 475 require that a securities dealer mark
to market securities held for sale to customers. This mark-to-market requirement
applies to all securities of a dealer, except to the extent that the dealer has
specifically identified a security as held for investment. Treasury regulations
provide that, for purposes of this mark-to-market requirement, a Residual
Certificate is not treated as a security and thus may not be marked to market.
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 clauses (i) and (iv) above, it is not a
prohibited transaction to sell REMIC Pool property to prevent a default on
Regular Certificates as a result of a default on qualified mortgages or to
facilitate a clean-up call (generally, an optional termination to save
administrative costs when no more than a small percentage of the certificates is
outstanding). The REMIC Regulations indicate that the modification of a mortgage
loan generally will not be treated as a disposition if it is occasioned by a
default or reasonably foreseeable default, an assumption of the mortgage loan,
the waiver of a due-on-sale or due-on-encumbrance clause or the conversion of an
interest rate by a mortgagor pursuant to the terms of a convertible adjustable
rate mortgage loan.
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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 the
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, 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 the adoption is deemed to
occur, and sells all of its assets (other than cash) within a 90-day period
beginning on the date of the adoption of the plan of liquidation, the REMIC Pool
will not be subject to the prohibited transaction rules on the sale of its
assets, provided that the REMIC Pool credits or distributes in liquidation all
of the sale proceeds plus its cash (other than amounts retained to meet claims)
to holders of Regular Certificates and Residual Certificateholders within the
90-day period.
ADMINISTRATIVE MATTERS
The REMIC Pool will be required to maintain its books on a calendar year
basis and to file federal income tax returns for federal income tax purposes in
a manner similar to a partnership. The form for the income tax return is Form
1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) 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 Service of any adjustments to, among other
things, items of REMIC income, gain, loss, deduction or credit in a unified
administrative proceeding. The Residual Certificateholder owning the largest
percentage interest in the Residual Certificates will be obligated to act as
"tax matters person", as defined in applicable Treasury regulations, with
respect to the REMIC Pool. Each Residual Certificateholder will be deemed, by
acceptance of the 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 Trustee as agent for performing the functions of
the tax matters person.
LIMITATIONS ON DEDUCTION OF CERTAIN EXPENSES
An investor who is an individual, estate or trust will be subject to
limitation with respect to certain itemized deductions described in Code Section
67, to the extent that these itemized deductions, in the aggregate, do not
exceed 2% of the investor's adjusted gross income. In addition, Code Section 68
65
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 a threshold amount adjusted annually for
inflation or (ii) 80% of the amount of itemized deductions otherwise allowable
for that year. In the case of a REMIC Pool, the deductions may include
deductions under Code Section 212 for the Servicing Fee and all administrative
and other expenses relating to the REMIC Pool or any similar expenses allocated
to the REMIC Pool with respect to a regular interest it holds in another REMIC.
The investors who hold REMIC Certificates either directly or indirectly through
certain pass-through entities may have their pro rata share of the expenses
allocated to them as additional gross income, but may be subject to a limitation
on deductions. In addition, the expenses are not deductible at all for purposes
of computing the alternative minimum tax, and may cause the investors to be
subject to significant additional tax liability. Temporary Treasury regulations
provide that the additional gross income and corresponding amount of expenses
generally are to be allocated entirely to the holders of Residual Certificates
in the case of a REMIC Pool that would not qualify as a fixed investment trust
in the absence of a REMIC election. However, the additional gross income and
limitation on deductions will apply to the allocable portion of the expenses to
holders of Regular Certificates, as well as holders of Residual Certificates,
where the Regular Certificates are issued in a manner that is similar to
pass-through certificates in a fixed investment trust. In general, the allocable
portion will be determined based on the ratio that a REMIC Certificateholder's
income, determined on a daily basis, bears to the income of all holders of
Regular Certificates and Residual Certificates with respect to a REMIC Pool. As
a result, individuals, estates or trusts holding REMIC Certificates (either
directly or indirectly through a grantor trust, partnership, S corporation,
REMIC, or certain other pass-through entities described in the foregoing
temporary Treasury regulations) may have taxable income in excess of the
interest income at the pass-through rate on Regular Certificates that are issued
in a single class or otherwise consistently with fixed investment trust status
or in excess of cash distributions for the related period on Residual
Certificates. All the expenses will be allocable to the Residual Certificates or
as otherwise indicated in the prospectus supplement.
TAXATION OF CERTAIN FOREIGN INVESTORS
Regular Certificates
Interest, including original issue discount, distributable to Regular
Certificateholders who are non-resident aliens, foreign corporations, or other
Non-U.S Persons (as defined below), will be considered "portfolio interest" and,
therefore, generally will not be subject to 30% United States withholding tax,
provided that the Non-U.S. Person (i) is not a "10-percent shareholder" (within
the meaning of Code Section 871(h)(3)(B)) of, or a controlled foreign
corporation (described in Code Section 881(c)(3)(C)) related to, the REMIC (or
possibly one or more mortgagors) and (ii) provides the Trustee, or the person
who would otherwise be required to withhold tax from the distributions under
Code Section 1441 or 1442, with an appropriate statement, signed under penalties
of perjury, identifying the beneficial owner and stating, among other things,
that the beneficial owner of the Regular Certificate is a Non-U.S. Person. If
the statement, or any other required statement, is not provided, 30% withholding
will apply unless reduced or eliminated pursuant to an applicable tax treaty or
unless the interest on the Regular Certificate is effectively connected with the
conduct of a trade or business within the United States by the Non-U.S. Person.
In the latter case, the Non-U.S. Person will be subject to United States federal
income tax at regular rates. Investors who are Non-U.S. Persons should consult
their own tax advisors regarding the specific tax consequences to them of owning
a Regular Certificate. The term "Non-U.S. Person" means any person who is not a
U.S. Person.
Treasury regulations that were effective January 1, 2001 provide revised
methods of satisfying the beneficial ownership certification requirement
described above. These regulations require, in the case of Regular Certificates
held by a foreign partnership, that (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 would apply in the case of tiered
partnerships. Non-U.S. Persons should consult their own tax advisors concerning
the application of the certification requirements in these regulations.
66
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 "Regular Certificates" above, but only to the extent
that (i) the mortgage loans were issued after July 18, 1984 and (ii) the Trust
Fund or segregated pool of assets in that Trust Fund (as to which a separate
REMIC election will be made), to which the Residual Certificate relates,
consists of obligations issued in "registered form" within the meaning of Code
Section 163(f)(1). Generally, whole mortgage loans will not be 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 Non-U.S. Persons, 30% (or lower treaty rate) withholding will not
apply. Instead, the amounts paid to Non-U.S. Persons will be subject to United
States federal income tax at regular rates. If 30% (or lower treaty rate)
withholding is applicable, the amounts generally will be taken into account for
purposes of withholding only when paid or otherwise distributed (or when the
Residual Certificate is disposed of) under rules similar to withholding upon
disposition of debt instruments that have original issue discount. See
"--Tax-Related Restrictions on Transfer of Residual Certificates--Foreign
Investors" above concerning the disregard of certain transfers having "tax
avoidance potential." Investors who are Non-U.S. Persons should consult their
own tax advisors regarding the specific tax consequences to them of owning
Residual Certificates.
BACKUP WITHHOLDING
Distributions made on the Regular Certificates, and proceeds from the sale
of the Regular Certificates to or through certain brokers, may be subject to a
"backup" withholding tax under Code Section 3406 at the rate of 28% (increasing
to 31% after 2010) on "reportable payments" (including interest distributions,
original issue discount, and, under certain circumstances, principal
distributions) unless the Regular Certificateholder complies with certain
reporting and/or certification procedures, including the provision of its
taxpayer identification number to the Trustee, its agent or the broker who
effected the sale of the Regular Certificate, or the Certificateholder is
otherwise an exempt recipient under applicable provisions of the Code. Any
amounts to be withheld from distribution on the Regular Certificates would be
refunded by the Service or allowed as a credit against the Regular
Certificateholder's federal income tax liability. 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 Regular
Certificates will be made annually to the Service and to individuals, estates,
non-exempt and non-charitable trusts, and partnerships who are either holders of
record of Regular Certificates or beneficial owners who own Regular Certificates
through a broker or middleman as nominee. All brokers, nominees and all other
non-exempt holders of record of Regular Certificates (including corporations,
non-calendar year taxpayers, securities or commodities dealers, real estate
investment trusts, investment companies, common trust funds, thrift institutions
and charitable trusts) may request the information for any calendar quarter by
telephone or in writing by contacting the person designated in Service
Publication 938 with respect to a particular series of Regular Certificates.
Holders through nominees must request the information from the nominee.
The Service's Form 1066 has an accompanying Schedule Q, Quarterly Notice
to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation.
Treasury regulations require that Schedule Q be furnished by the REMIC Pool to
each Residual Certificateholder by the end of the month following the
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close of each calendar quarter (41 days after the end of a quarter under
proposed Treasury regulations) in which the REMIC Pool is in existence.
Treasury regulations require that, in addition to the foregoing
requirements, information must be furnished quarterly to Residual
Certificateholders, furnished annually, if applicable, to holders of Regular
Certificates, and filed annually with the Service concerning Code Section 67
expenses (see "--Limitations on Deduction of Certain Expenses" above) allocable
to the holders. Furthermore, under the regulations, information must be
furnished quarterly to Residual Certificateholders, furnished annually to
holders of Regular Certificates, and filed annually with the Service concerning
the percentage of the REMIC Pool's assets meeting the qualified asset tests
described above under "--Status of REMIC Certificates."
FEDERAL INCOME TAX CONSEQUENCES FOR CERTIFICATES
AS TO WHICH NO REMIC ELECTION IS MADE
STANDARD CERTIFICATES
General
In the event that the applicable Agreement provides that no election is
made to treat a Trust Fund (or a segregated pool of assets in that Trust Fund)
with respect to a series of Certificates that are not designated as "Stripped
Certificates", as described below, as a REMIC (Certificates of this series shall
be referred to as "Standard Certificates"), in the opinion of Cadwalader,
Wickersham & Taft LLP, the Trust Fund will be classified as a grantor trust
under subpart E, Part 1 of subchapter J of the Code and not as an association
taxable as a corporation or a "taxable mortgage pool" within the meaning of Code
Section 7701(i).
Where there is no retention of a portion of the interest payments with
respect to the mortgage loans underlying the Standard Certificates, the holder
of each Standard Certificate (a "Standard Certificateholder") in a 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 the mortgage loans, original issue discount (if any), Prepayment
Premiums, assumption fees, and late payment charges received by the Master
Servicer, in accordance with Standard Certificateholder's method of accounting.
A Standard Certificateholder generally will be able to deduct its share of the
Servicing Fee and all administrative and other expenses of the Trust Fund in
accordance with its method of accounting, provided that the amounts are
reasonable compensation for services rendered to that Trust Fund. However,
investors who are individuals, estates or trusts who own Standard Certificates,
either directly or indirectly through certain pass-through entities, will be
subject to limitation with respect to certain itemized deductions described in
Code Section 67, including deductions under Code Section 212 for the Servicing
Fee and all the administrative and other expenses of the Trust Fund, to the
extent that the deductions, in the aggregate, do not exceed two percent of an
investor's adjusted gross income. In addition, Code Section 68 provides that
itemized deductions otherwise allowable for a taxable year of an individual
taxpayer will be reduced by the lesser of (i) 3% of the excess, if any, of
adjusted gross income over a threshold amount adjusted annually for inflation,
or (ii) 80% of the amount of itemized deductions otherwise allowable for that
year. As a result, the investors holding Standard Certificates, directly or
indirectly through a pass-through entity, may have aggregate taxable income in
excess of the aggregate amount of cash received on the Standard Certificates
with respect to interest at the pass-through rate on the Standard Certificates.
In addition, the expenses are not deductible at all for purposes of computing
the alternative minimum tax, and may cause the investors to be subject to
significant additional tax liability. Moreover, where there is fixed retained
yield with respect to the mortgage loans underlying a series of Standard
Certificates or where the Servicing Fee is in excess of reasonable servicing
compensation, the transaction will be subject to the application of the
"stripped
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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 Cadwalader, Wickersham & Taft LLP, 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
that 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)(5)(B) to the extent that the
assets of the related Trust Fund consist of qualified assets, and
interest income on the assets will be considered "interest on
obligations secured by mortgages on real property" to the extent
within the meaning of 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
estate 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 after acquisition.
Premium. The treatment of premium incurred upon the purchase of a Standard
Certificate will be determined generally as described above under "--Federal
Income Tax Consequences for REMIC Certificates--Taxation of Residual
Certificates--Premium."
Original Issue Discount. The original issue discount rules will be
applicable to a Standard Certificateholder's interest in those mortgage loans as
to which the conditions for the application of those sections are met. Rules
regarding periodic inclusion of original issue discount income are applicable to
mortgages of corporations originated after May 27, 1969, mortgages of
noncorporate mortgagors (other than individuals) originated after July 1, 1982,
and mortgages of individuals originated after March 2, 1984. Under the OID
Regulations, the original issue discount could arise by the charging of points
by the originator of the mortgages in an amount greater than a statutory de
minimis exception, including a payment of points currently deductible by the
borrower under applicable Code provisions or, under certain circumstances, by
the presence of "teaser rates" on the mortgage loans.
Original issue discount must generally be reported as ordinary gross
income as it accrues under a constant interest method that takes into account
the compounding of interest, in advance of the cash attributable to that income.
It is anticipated that no prepayment assumption will be assumed for purposes of
the accrual. However, Code Section 1272 provides for a reduction in the amount
of original issue discount includible in the income of a holder of an obligation
that acquires the obligation after its initial issuance at a price greater than
the sum of the original issue price and the previously accrued original issue
discount, less prior payments of principal. Accordingly, if the mortgage loans
acquired by a
69
Standard Certificateholder are purchased at a price equal to the then unpaid
principal amount of the mortgage loans, no original issue discount attributable
to the difference between the issue price and the original principal amount of
the mortgage loans (i.e., points) will be includible by the holder.
Market Discount. Standard Certificateholders also will be subject to the
market discount rules to the extent that the conditions for application of those
sections are met. Market discount on the mortgage loans will be determined and
will be reported as ordinary income generally in the manner described above
under "--Federal Income Tax Consequences for REMIC Certificates--Taxation of
Regular Certificates--Market Discount," except that the ratable accrual methods
described in that section 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. It is anticipated that no prepayment assumption will be
assumed for purposes of the accrual.
Recharacterization of Servicing Fees
If the Servicing Fee paid to the Master Servicer were deemed to exceed
reasonable servicing compensation, the amount of the excess would represent
neither income nor a deduction to Certificateholders. In this regard, there are
no authoritative guidelines for federal income tax purposes as to either the
maximum amount of servicing compensation that may be considered reasonable in
the context of this or similar transactions or whether, in the case of the
Standard Certificate, the reasonableness of servicing compensation should be
determined on a weighted average or loan-by-loan basis. If a loan-by-loan basis
is appropriate, the likelihood that the amount would exceed reasonable servicing
compensation as to some of the mortgage loans would be increased. Service
guidance indicates that a servicing fee in excess of reasonable compensation
("excess servicing") will cause the mortgage loans to be treated under the
"stripped bond" rules. The guidance provides safe harbors for servicing deemed
to be reasonable and requires taxpayers to demonstrate that the value of
servicing fees in excess of the amounts is not greater than the value of the
services provided.
Accordingly, if the Service's approach is upheld, a servicer who receives
a servicing fee in excess of the amounts would be viewed as retaining an
ownership interest in a portion of the interest payments on the mortgage loans.
Under the rules of Code Section 1286, the separation of ownership of the right
to receive some or all of the interest payments on an obligation from the right
to receive some or all of the principal payments on the obligation would result
in treatment of the mortgage loans as "stripped coupons" and "stripped bonds".
Subject to the de minimis rule discussed below under "--Stripped Certificates,"
each stripped bond or stripped coupon could be considered for this purpose as a
non-interest bearing obligation issued on the date of issue of the Standard
Certificates, and the original issue discount rules of the Code would apply to
the Stripped Certificateholder. While Standard Certificateholders would still be
treated as owners of beneficial interests in a grantor trust for federal income
tax purposes, the corpus of the trust could be viewed as excluding the portion
of the mortgage loans the ownership of which is attributed to the Master
Servicer, or as including such portion as a second class of equitable interest.
Applicable Treasury regulations treat this 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, this 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
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the amount of any distributions received on the Standard Certificate. 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 gain or loss upon the sale or exchange of a Standard Certificate
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 the transaction or (ii) in the case of a
non-corporate taxpayer, to the extent the taxpayer has made an election under
Code Section 163(d)(4) to have net capital gains taxed as investment income at
ordinary income rates. Long-term capital gains of certain non-corporate
taxpayers generally are subject to a lower maximum tax rate than ordinary income
or short-term capital gains of the taxpayers for property held for more than one
year. The maximum tax rate for corporations is the same with respect to both
ordinary income and capital gains.
Investors that recognize a loss on a sale or exchange of the Standard
Certificates for federal income tax purposes in excess of certain threshold
amounts should consult their tax advisors as to the need to file IRS Form 8886
(disclosing certain potential tax shelters) on their federal income tax returns.
STRIPPED CERTIFICATES
General
Pursuant to Code Section 1286, the separation of ownership of the right to
receive some or all of the principal payments on an obligation from ownership of
the right to receive some or all of the interest payments results in the
creation of "stripped bonds" with respect to principal payments and "stripped
coupons" with respect to interest payments. For purposes of this discussion,
certificates that are subject to those rules will be referred to as "Stripped
Certificates".
The certificates will be subject to those rules if (i) the Seller 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.
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 the fees
represent reasonable compensation for services rendered. See discussion above
under "--Standard Certificates--Recharacterization of Servicing Fees" above.
Although not free from doubt, for purposes of reporting to Stripped
Certificateholders, the servicing fees will be allocated to the Stripped
Certificates in proportion to the respective entitlements to distributions of
each class (or subclass) of Stripped Certificates for the related period or
periods. The holder of a Stripped Certificate generally will be entitled to a
deduction each year in respect of the servicing fees, as described above under
"--Standard Certificates--General," subject to the limitation described in that
section.
Code Section 1286 treats a stripped bond or a stripped coupon as an
obligation issued at an original issue discount on the date that the stripped
interest is purchased. Although the treatment of Stripped Certificates for
federal income tax purposes is not clear in certain respects at this time,
particularly where the Stripped Certificates are issued with respect to a
mortgage pool containing variable-rate mortgage loans, in the opinion of
Cadwalader, Wickersham & Taft LLP (i) the Trust Fund will be treated as a
grantor
71
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 requires that the Trustee make and report all
computations described below using this aggregate approach, unless substantial
legal authority requires otherwise.
Furthermore, Treasury regulations 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 a Stripped Certificate would be treated as qualified
stated interest under the OID Regulations. Further, these final regulations
provide that the purchaser of a Stripped Certificate will be required to account
for any discount as market discount rather than original issue discount if
either (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 market discount would be reportable as described under "--Federal Income Tax
Consequences for REMIC Certificates--Taxation of Regular Certificates--Market
Discount," without regard to the de minimis rule under the Treasury regulations,
assuming that a prepayment assumption is employed in the computation.
Status of Stripped Certificates
No specific legal authority exists as to whether the character of the
Stripped Certificates, for federal income tax purposes, will be the same as that
of the mortgage loans. Although the issue is not free from doubt, in the opinion
of Cadwalader, Wickersham & Taft LLP, Stripped Certificates owned by applicable
holders should be considered to represent "real estate assets" within the
meaning of Code Section 856(c)(5)(B), "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 the mortgage loans qualify for this treatment. The
application of the Code provisions to buy-down mortgage loans is uncertain. See
"--Standard Certificates--Tax Status" above.
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 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 the 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 "--Federal Income Tax Consequences for REMIC
Certificates--Taxation of Regular Certificates--Original Issue Discount" and
"--Variable Rate Regular Certificates." However, with the apparent exception of
a Stripped Certificate 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 Stripped Certificateholder, and the
stated redemption price at maturity
72
will include the aggregate amount of the payments to be made on the Stripped
Certificate to the Stripped Certificateholder, presumably under the Prepayment
Assumption.
If the mortgage loans prepay at a rate either faster or slower than that
under the Prepayment Assumption, a Stripped Certificateholder's recognition of
original issue discount will be either accelerated or decelerated and the amount
of the original issue discount will be either increased or decreased depending
on the relative interests in principal and interest on each mortgage loan
represented by the Stripped Certificateholder's Stripped Certificate. While the
matter is not free from doubt, the holder of a Stripped Certificate should be
entitled in the year that it becomes certain (assuming no further prepayments)
that the holder will not recover a portion of its adjusted basis in the Stripped
Certificate to recognize an ordinary loss equal to the portion of unrecoverable
basis.
As an alternative to the method described above, the fact that some or all
of the interest payments with respect to the Stripped Certificates will not be
made if the mortgage loans are prepaid could lead to the interpretation that the
interest payments are "contingent" within the meaning of the OID Regulations.
The OID Regulations, as they relate to the treatment of contingent interest, are
by their terms not applicable to prepayable securities such as the Stripped
Certificates. However, if final regulations dealing with contingent interest
with respect to the Stripped Certificates apply the same principles as the OID
Regulations, the regulations may lead to different timing of income inclusion
that would be the case under the OID Regulations. Furthermore, application of
the principles could lead to the characterization of gain on the sale of
contingent interest Stripped Certificates as ordinary income. 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 the Stripped Certificate, as described
above under "--Federal Income Tax Consequences for REMIC Certificates--Taxation
of Regular Certificates--Sale or Exchange of Regular Certificates." To the
extent that a subsequent purchaser's purchase price is exceeded by the remaining
payments on the Stripped Certificates, the subsequent purchaser will be required
for federal income tax purposes to accrue and report the excess as if it were
original issue discount in the manner described above. It is not clear for this
purpose whether the assumed prepayment rate that is to be used in the case of a
Stripped Certificateholder other than an original Stripped Certificateholder
should be the Prepayment Assumption or a new rate based on the circumstances at
the date of subsequent purchase.
Investors that recognize a loss on a sale or exchange of the Stripped
Certificates for federal income tax purposes in excess of certain threshold
amounts should consult their tax advisors as to the need to file IRS Form 8886
(disclosing certain potential tax shelters) on their federal income tax returns.
Purchase of More Than One Class of Stripped Certificates. Where an
investor purchases more than one class of Stripped Certificates, it is currently
unclear whether for federal income tax purposes the classes of Stripped
Certificates should be treated separately or aggregated for purposes of the
rules described above.
Possible Alternative Characterizations. The characterizations of the
Stripped Certificates discussed above are not the only possible interpretations
of the applicable Code provisions. For example, the Stripped Certificateholder
may be treated as the owner of (i) one installment obligation consisting of the
Stripped Certificate's pro rata share of the payments attributable to principal
on each mortgage loan and a second installment obligation consisting of the
Stripped Certificate's pro rata share of the payments attributable to interest
on each mortgage loan, (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 to the Stripped Certificate. Alternatively, the holder
of one or more classes of Stripped Certificates may be treated as the owner of a
pro rata fractional undivided interest in each mortgage loan to the extent that
the Stripped Certificate, or classes of Stripped Certificates in the aggregate,
represent the same pro rata portion of principal and interest on each mortgage
loan, and a stripped bond or stripped coupon (as the case may be), treated as an
installment
73
obligation or contingent payment obligation, as to the remainder. Treasury
regulations regarding original issue discount on stripped obligations make the
foregoing interpretations less likely to be applicable. The preamble to these
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
It is anticipated that, the Trustee will furnish, within a reasonable time
after the end of each calendar year, to each Standard Certificateholder or
Stripped Certificateholder at any time during the year, the information
(prepared on the basis described above) as the Trustee deems to be necessary or
desirable to enable the Certificateholders to prepare their federal income tax
returns. The information will include the amount of original issue discount
accrued on certificates held by persons other than Certificateholders exempted
from the reporting requirements. The amounts required to be reported by the
Trustee may not be equal to the proper amount of original issue discount
required to be reported as taxable income by a Certificateholder, other than an
original Certificateholder that purchased at the issue price. In particular, in
the case of Stripped Certificates the reporting will be based upon a
representative initial offering price of each class of Stripped Certificates or
as otherwise provided in the prospectus supplement. It is anticipated that the
Trustee will also file the original issue discount information with the Service.
If a Certificateholder fails to supply an accurate taxpayer identification
number or if the Secretary of the Treasury determines that a Certificateholder
has not reported all interest and dividend income required to be shown on his
federal income tax return, backup withholding may be required in respect of any
reportable payments, as described above under "--Federal Income Tax Consequences
for REMIC Certificates--Backup Withholding" above.
On June 20, 2002, the IRS published proposed regulations that will, when
effective, establish a reporting framework for interests in "widely held fixed
investment trusts" that will place the responsibility of reporting on the person
in the ownership chain who holds an interest for a beneficial owner. A
widely-held investment trust is defined as an entity classified as a "trust"
under Treasury Regulations Section 301.7701-4(c), in which any interest is held
by a middleman, which includes, but is not limited to (i) a custodian of a
person's account, (ii) a nominee and (iii) a broker holding an interest for a
customer in "street name." These regulations were proposed to be effective
beginning January 1, 2004, but the date passed and the regulations have not been
finalized. It is unclear when, or if, these regulations will become final.
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 the lower rate as may
be provided for interest by an applicable tax treaty. Accrued original issue
discount recognized by the Standard Certificateholder or Stripped
Certificateholder on original issue discount recognized by the Standard
Certificateholder or Stripped Certificateholders on the sale or exchange of the
certificate also will be subject to federal income tax at the same rate.
Treasury regulations provide that interest or original issue discount paid
by the Trustee or other withholding agent to a Non-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 the persons will be
subject to the same certification requirements, described above under "--Federal
Income Tax Consequences for REMIC Certificates--Taxation of Certain Foreign
Investors--Regular Certificates."
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STATE TAX CONSIDERATIONS
In addition to the Federal income tax consequences described in "FEDERAL
INCOME TAX CONSEQUENCES" in this prospectus, 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 advisors 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 under ERISA) ("parties in interest") with
respect to the Plans. 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) with respect to Code
Plans.
Investments by ERISA Plans and entities the assets of which are deemed to
include plan assets 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. The
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.
PROHIBITED TRANSACTIONS
Section 406 of ERISA and Section 4975 of the Code prohibit parties in
interest and disqualified persons with respect to ERISA Plans and Code Plans
from engaging in certain transactions involving the Plans and their assets
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 the prohibited transactions. The Seller, the Master
Servicer, the Special Servicer, if any, the Trustee or certain affiliates of the
Seller, Master Servicer, Special Servicer or Trustee, might be considered or
might become parties in interest or disqualified persons with respect to an
ERISA Plan or a Code Plan. If so, the acquisition or holding of certificates by
or on behalf of the Plan could be considered to give rise to a "prohibited
transaction" within the meaning of ERISA and/or the Code unless an
administrative exemption described below or some other exemption is available.
Special caution should be exercised before the assets of a Plan are used
to purchase a certificate if, with respect to the assets, the Seller, the Master
Servicer, the Special Servicer, if any, the Trustee or an affiliate of the
Seller, Master Servicer, Special Servicer or Trustee, either: (a) has investment
discretion with respect to the investment of the assets of the Plan; or (b) has
authority or responsibility to give, or regularly gives investment advice with
respect to the assets for a fee and pursuant to an agreement or understanding
that the advice will serve as a primary basis for investment decisions with
respect to the assets and that the advice will be based on the particular
investment needs of the Plan.
Further, if the assets included in a Trust Fund were deemed to constitute
"plan assets," it is possible that an ERISA Plan's investment in the
certificates might 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 might be deemed to constitute prohibited transactions under ERISA and/or
the Code. Neither ERISA nor the Code defines the term "plan assets."
75
The U.S. 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, as well as for the prohibited transaction
provisions of ERISA and the Code, if the Plan acquires an "equity interest"
(such as a certificate) in the entity.
Certain exceptions are provided in the Regulations, through which 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 the 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 all
classes of equity interests are held by "benefit plan investors," which are
defined as ERISA Plans, Code Plans, employee benefit plans not subject to ERISA
(for example, governmental plans) and entities whose underlying assets include
plan assets by reason of a Plan's investment in any of those entities, but this
exception 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 a Plan's investment in any certificates, the plan
assets 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 the 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 a Plan might result in a prohibited transaction and the
imposition of civil penalties or excise taxes. The Department has issued
administrative exemptions from application of certain prohibited transaction
restrictions of ERISA and the Code to several underwriters of mortgage-backed
securities (each, an "Underwriter's Exemption"). This Underwriter's Exemption
can only apply to mortgage-backed securities which, among other conditions, are
sold in an offering with respect to which the underwriter serves as the sole or
a managing underwriter, or as a selling or placement agent. If the Underwriter's
Exemption might be applicable to a series of certificates, the related
prospectus supplement will refer to that possibility.
UNRELATED BUSINESS TAXABLE INCOME--RESIDUAL INTERESTS
The purchase of a certificate that is a Residual Certificate by any
person, including any employee benefit plan that is exempt from federal income
tax under Code Section 501(a), including most varieties of ERISA 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
Certificate, 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
Certificate 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 "FEDERAL INCOME TAX
CONSEQUENCES--Federal Income Tax Consequences for REMIC Certificates--Taxation
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 ERISA PLANS AND
CODE PLANS CONSULT WITH THEIR COUNSEL REGARDING THE CONSEQUENCES UNDER ERISA
AND/OR THE CODE OF THEIR ACQUISITIONS AND OWNERSHIP OF CERTIFICATES.
THE SALE OF CERTIFICATES TO A PLAN IS IN NO RESPECT A REPRESENTATION BY
THE SELLER OR THE APPLICABLE UNDERWRITER 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.
76
LEGAL INVESTMENT
If so specified in the prospectus supplement, certain classes of offered
certificates will constitute "mortgage related securities" for purposes of the
Secondary Mortgage Market Enhancement Act of 1984, as amended ("SMMEA").
Generally, the only classes of certificates that will qualify as "mortgage
related securities" will be those that (1) are rated in one of two highest
rating categories by at least one nationally recognized statistical rating
organization; and (2) are part of a series evidencing interests in a Trust Fund
consisting of loans originated by certain types of originators specified in
SMMEA and secured by first liens on real estate. The appropriate
characterization of those offered certificates not qualifying as "mortgage
related securities" for purposes of SMMEA ("Non-SMMEA Certificates") under
various legal investment restrictions, and thus the ability of investors subject
to these restrictions to purchase these certificates, may be subject to
significant interpretive uncertainties. Accordingly, all investors whose
investment activities are subject to legal investment laws and regulations,
regulatory capital requirements, or review by regulatory authorities should
consult their own legal advisors in determining whether and to what extent the
Non-SMMEA Certificates constitute legal investments for them.
Those classes of Certificates qualifying as "mortgage related securities,"
will constitute legal investments for persons, trusts, corporations,
partnerships, associations, business trusts and business entities, including
depository institutions, insurance companies, trustees, and pension funds
created pursuant to or existing under the laws of the United States or of any
state including the District of Columbia and Puerto Rico whose authorized
investments are subject to state regulation to the same extent that, under
applicable law, obligations issued by or guaranteed as to principal and interest
by the United States or any of its agencies or instrumentalities constitute
legal investments for those entities.
Under SMMEA, a number of states enacted legislation, on or before the
October 3, 1991 cutoff for those enactments, limiting to varying extents the
ability of certain entities (in particular, insurance companies) to invest in
"mortgage related securities" secured by liens on residential, or mixed
residential and commercial properties, in most cases by requiring the affected
investors to rely solely upon existing state law, and not SMMEA. Pursuant to
Section 347 of the Riegle Community Development and Regulatory Improvement Act
of 1994, which amended the definition of "mortgage related security" to include,
in relevant part, certificates satisfying the rating, first lien and qualified
originator requirements for "mortgage related securities," but evidencing
interests in a Trust Fund consisting, in whole or in part, of first liens on one
or more parcels of real estate upon which are located one or more commercial
structures, states were authorized to enact legislation, on or before September
23, 2001, specifically referring to Section 347 and prohibiting or restricting
the purchase, holding or investment by state-regulated entities in those types
of certificates. Accordingly, the investors affected by any state legislation
overriding the preemptive effect of SMMEA will be authorized to invest in
certificates qualifying as "mortgage related securities" only to the extent
provided in that legislation.
SMMEA also amended the legal investment authority of federally-chartered
depository institutions as follows: federal savings and loan associations and
federal savings banks may invest in, sell or otherwise deal in "mortgage related
securities" without limitation as to the percentage of their assets represented
in these securities, federal credit unions may invest in those securities, and
national banks may purchase those securities for their own account without
regard to the limitations generally applicable to investment securities set
forth in 12 U.S.C. Section 24 (Seventh), subject in each case to those
regulations as the applicable federal regulatory authority may prescribe. In
this connection, the Office of the Comptroller of the Currency (the "OCC") has
amended 12 C.F.R. Part 1 to authorize national banks to purchase and sell for
their own account, without limitation as to a percentage of the bank's capital
and surplus (but subject to compliance with certain general standards in 12
C.F.R. Section 1.5 concerning "safety and soundness" and retention of credit
information), certain "Type IV securities," defined in 12 C.F.R. Section 1.2(m)
to include certain "residential mortgage-related securities" and "commercial
mortgage-related securities." As so defined, "residential mortgage-related
security" and "commercial mortgage-related security" mean, in relevant part,
"mortgage related security" within the meaning of SMMEA, provided that, in the
case of a "commercial mortgage-related security," it "represents ownership of a
promissory note or certificate of interest or participation that is directly
secured by a first lien on one or more parcels of real estate upon which one or
more commercial structures are located and that is fully secured by interests in
a pool of
77
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 mortgage-related securities," and thus as "Type IV securities," for
investment by national banks. The National Credit Union Administration (the
"NCUA") has adopted rules, codified at 12 C.F.R. Part 703, which permit federal
credit unions to invest in "mortgage related securities" other than stripped
mortgage related securities, residual interests in mortgage related securities,
and commercial mortgage related securities, subject to compliance with general
rules governing investment policies and practices; however, credit unions
approved for the NCUA's "investment pilot program" under 12 C.F.R. ss. 703.19
may be able to invest in those prohibited forms of securities, while "RegFlex
credit unions" may invest in commercial mortgage related securities under
certain conditions pursuant to 12 C.F.R. ss. 742.4(b)(2). The Office of Thrift
Supervision (the "OTS") has issued Thrift Bulletin 13a (December 1, 1998),
"Management of Interest Rate Risk, Investment Securities, and Derivatives
Activities" and Thrift Bulletin 73a (December 18, 2001), "Investing in Complex
Securities," which thrift institutions subject to the jurisdiction of the OTS
should consider before investing in any of the certificates.
All depository institutions considering an investment in the certificates
should review the "Supervisory Policy Statement on Investment Securities and
End-User Derivatives Activities" (the "1998 Policy Statement") of the Federal
Financial Institutions Examination Council, which has been adopted by the Board
of Governors of the Federal Reserve System, the Federal Deposit Insurance
Corporation, the OCC, the OTS and the NCUA. The 1998 Policy Statement sets forth
general guidelines which depository institutions must follow in managing risks
(including market, credit, liquidity, operational (transaction), and legal
risks) applicable to all securities (including mortgage pass-through
certificates and mortgage-derivative products) used for investment purposes.
Investors whose investment activities are subject to regulation by federal
or state authorities should review rules, policies and guidelines adopted from
time to time by those authorities before purchasing any certificates, as certain
classes may be deemed unsuitable investments, or may otherwise be restricted,
under those rules, policies or guidelines (in certain instances irrespective of
SMMEA).
The foregoing does not take into consideration the applicability of
statutes, rules, regulations, orders, guidelines or agreements generally
governing investments made by a particular investor, including, but not limited
to, "prudent investor" provisions, percentage-of-assets limits, provisions which
may restrict or prohibit investment in securities which are not
"interest-bearing" or "income-paying," and, with regard to any certificates
issued in book-entry form, provisions which may restrict or prohibit investments
in securities which are issued in book-entry form.
Except as to the status of certain classes of certificates as "mortgage
related securities", no representations are made as to the proper
characterization of the certificates for legal investment purposes, financial
institution regulatory purposes or other purposes, or as to the ability of
particular investors to purchase any 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.
Accordingly, investors whose investment activities are subject to legal
investment laws and regulations, regulatory capital requirements or review by
regulatory authorities should consult with their own legal advisors in
determining whether and to what extent the certificates constitute legal
investments or are subject to investment, capital, or other restrictions, and,
if applicable, whether SMMEA has been overridden in any jurisdiction relevant to
that investor.
THE APPRAISAL REGULATIONS
Pursuant to Title XI of the Financial Institutions Reform, Recovery, and
Enforcement Act of 1989 ("FIRREA"), the Federal Reserve Board, the OCC, the FDIC
and the OTS have adopted regulations (the "Appraisal Regulations") applicable to
bank holding companies, their non-bank subsidiaries and state-chartered banks
that are members of the Federal Reserve System (12 C.F.R. ss.ss. 225.61-225.67),
national banks (12 C.F.R. ss.ss. 34.41-34.47), state-chartered banks that are
not members of the Federal Reserve System (12 C.F.R. Part 323), and savings
associations (12 C.F.R. Part 564), respectively. The
78
Appraisal Regulations, which are substantially similar, although not identical,
for each agency, generally require the affected institutions and entities to
obtain appraisals performed by state-certified or state-licensed appraisers
(each, a "FIRREA Appraisal") in connection with a wide range of real
estate-related transactions, including the purchase of interests in loans
secured by real estate in the form of mortgage-backed securities, unless an
exemption applies. With respect to purchases of mortgage-backed securities such
as the certificates offered in this Prospectus, the Appraisal Regulations
provide for an exemption from the requirement of obtaining new FIRREA Appraisals
for the properties securing the underlying loans so long as at the time of
origination each loan was the subject of either a FIRREA Appraisal, or, if a
FIRREA Appraisal was not required, met the appraisal requirements of the
appropriate regulator.
No assurance can be given that each of the underlying mortgage loans in a
mortgage pool will have been the subject of a FIRREA Appraisal or, if a FIRREA
Appraisal was not required, an appraisal that conformed to the requirements of
the appropriate regulator at origination. To the extent available, information
will be provided in the prospectus supplement with respect to appraisals on the
mortgage loans underlying each series of certificates. However, the information
may not be available on every mortgage loan. Prospective investors that may be
subject to the Appraisal Regulations are advised to consult with their legal
advisors and/or the appropriate regulators with respect to the effect of the
regulations on their ability to invest in a particular series of certificates.
PLAN OF DISTRIBUTION
The certificates offered by this Prospectus and by means of the related
prospectus supplements will be offered through one or more of the methods
described below. The prospectus supplement with respect to each series of
certificates will describe the method of offering of the series of certificates,
including the initial public offering or purchase price of each class of
certificates or the method by which the price will be determined and the net
proceeds to the Seller of the sale.
The offered certificates will be offered through the following methods
from time to time and offerings may be made concurrently through more than one
of these methods or an offering of a particular series of certificates may be
made through a combination of two or more of these methods:
1. By negotiated firm commitment underwriting and public
reoffering by underwriters specified in the applicable
prospectus supplement;
2. By placements by the Seller with investors through dealers;
and
3. By direct placements by the Seller with investors.
As more fully described in the prospectus supplement, if underwriters are
used in a sale of any offered certificates, the certificates will be acquired by
the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices to be determined at the time of sale or at
the time of commitment to sell. Firm commitment underwriting and public
reoffering by underwriters may be done through underwriting syndicates or
through one or more firms acting alone. The specific managing underwriter or
underwriters, if any, with respect to the offer and sale of the offered
certificates of a particular series will be set forth on the cover of the
related prospectus supplement and the members of the underwriting syndicate, if
any, will be named in the prospectus supplement. If so specified in the related
prospectus supplement, the offered certificates will be distributed in a firm
commitment underwriting, subject to the terms and conditions of the underwriting
agreement, by Goldman, Sachs & Co. acting as underwriter with other
underwriters, if any, named in the prospectus supplement. The Seller is an
affiliate of Goldman, Sachs & Co. The prospectus supplement will describe any
discounts and commissions to be allowed or paid by the Seller to the
underwriters, any other items constituting underwriting compensation and any
discounts and commissions to be allowed or paid to the dealers. The obligations
of the underwriters will be subject to certain conditions precedent. The
underwriters with respect to a sale of any class of certificates will be
obligated to purchase all the certificates if any are purchased. The Seller and,
if specified in the
79
prospectus supplement, a selling Certificateholder will agree to indemnify the
underwriters against certain civil liabilities, including liabilities under the
Securities Act or will contribute to payments required to be made in respect of
these liabilities.
In the ordinary course of business, Goldman, Sachs & Co., or its
affiliates, and the Seller may engage in various securities and financing
transactions, including repurchase agreements to provide interim financing of
the Seller's mortgage loans pending the sale of the mortgage loans or interests
in those mortgage loans, including the certificates.
If specified in the prospectus supplement relating to a series of
certificates, a holder of one or more classes of offered certificates that is
required to deliver a prospectus in connection with the offer and sale of the
certificates may offer and sell, pursuant to this prospectus and a related
prospectus supplement, the classes directly, through one or more underwriters to
be designated at the time of the offering of the certificates or through dealers
acting as agent and/or principal. The specific managing underwriter or
underwriters, if any, with respect to any offer and sale of certificates by
unaffiliated parties will be set forth on the cover of the prospectus supplement
applicable to the certificates and the members of the underwriting syndicate, if
any, will be named in the prospectus supplement, and the prospectus supplement
will describe any discounts and commissions to be allowed or paid by the
unaffiliated parties to the underwriters, any other items constituting
underwriting compensation and any discounts and commissions to be allowed or
paid to any dealers participating in the offering. Any offerings described in
this paragraph may be restricted in the manner specified in such prospectus
supplement. The transactions may be effected at market prices prevailing at the
time of sale, at negotiated prices or at fixed prices. The underwriters and
dealers participating in selling Certificateholder's offering of the
certificates may receive compensation in the form of underwriting discounts or
commissions from the selling Certificateholder, and the dealers may receive
commissions from the investors purchasing the certificates for whom they may act
as agent (which discounts or commissions will not exceed those customary in
those types of transactions involved). Any dealer that participates in the
distribution of the certificates may be deemed to be an "underwriter" within the
meaning of the Securities Act, and any commissions and discounts received by the
dealer and any profit on the resale of the certificates by the dealer might be
deemed to be underwriting discounts and commissions under the Securities Act.
If the certificates of a series are offered other than through
underwriters, the related prospectus supplement will contain information
regarding the nature of the offering and any agreements to be entered into
between the Seller and dealers and/or the Seller and the purchasers of the
certificates. Purchasers of certificates, including dealers, may, depending on
the facts and circumstances of the purchases, be deemed to be "underwriters"
within the meaning of the Securities Act in connection with reoffers and sales
by them of certificates. Holders of certificates should consult with their legal
advisors in this regard prior to any reoffer or sale.
The place and time of delivery for each series of certificates offered in
this Prospectus and by means of the related prospectus supplement will be set
forth in the prospectus supplement with respect to each series.
If and to the extent required by applicable law or regulation, this
prospectus will be used by Goldman, Sachs & Co. in connection with offers and
sales of the offered certificates in certain market-making transactions at
prices related to prevailing market prices at the time of sale. The Seller will
not receive any proceeds from the transactions. Goldman, Sachs & Co. may act as
principal or agent in the transactions.
If specified in the prospectus supplement relating to certificates of a
particular series offered in this Prospectus, the Seller, any affiliate of the
Seller or any other person or persons specified in the prospectus supplement may
purchase some or all of the certificates from the underwriter or underwriters or
any other person or persons specified in the prospectus supplement. The
purchaser may from time to time offer and sell, pursuant to this prospectus and
the related prospectus supplement, some or all of the certificates so purchased,
directly, through one or more underwriters to be designated at the time of the
offering of the certificates, through dealers acting as agent and/or principal
or in any other manner as may be specified in the related prospectus supplement.
The offering may be restricted in the manner specified in the prospectus
supplement. The transactions may be effected at market prices prevailing at the
time of
80
sale, at negotiated prices or at fixed prices. Any underwriters and dealers
participating in the purchaser's offering of the certificates may receive
compensation in the form of underwriting discounts or commissions from the
purchaser and the dealers may receive commissions from the investors purchasing
the certificates for whom they may act as agent (which discounts or commissions
will not exceed those customary in those types of transactions involved). Any
dealer that participates in the distribution of the certificates may be deemed
to be an "underwriter" within the meaning of the Securities Act, and any
commissions and discounts received by the dealer and any profit on the resale of
the certificates by the dealer might be deemed to be underwriting discounts and
commissions under the Securities Act.
INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE
All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act subsequent to the date of this prospectus and prior to the
termination of the offering of the offered certificates of a series will be
deemed to be incorporated by reference into this prospectus and to be a part of
this prospectus from the date of filing of the documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
in this prospectus shall be deemed to be modified or superseded for purposes of
this prospectus to the extent that a statement contained in this prospectus or
in any other subsequently filed document which is or is deemed to be
incorporated by reference in this prospectus modifies or supersedes the
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this prospectus.
We will provide without charge to each person to whom a copy of this
prospectus is delivered, upon the written or oral request of the person, a copy
of any and all of the documents incorporated by reference in this prospectus
(not including the exhibits to the documents, unless the exhibits are
specifically incorporated by reference in the documents). Requests for the
copies should be directed to the office of the Secretary, 85 Broad Street, New
York, New York 10004 (phone: 212/902-1000).
This prospectus and the prospectus supplement for each series are parts of
our Registration Statement. This prospectus does not contain, and the related
prospectus supplement will not contain, all of the information in our
Registration Statement. For further information, please see our Registration
Statement and the accompanying exhibits which we have filed with the Commission.
This prospectus and any prospectus supplement may summarize contracts and/or
other documents. For further information, please see the copy of the contract or
other document filed as an exhibit to the Registration Statement. You can obtain
copies of the Registration Statement from the Commission upon payment of the
prescribed charges, or you can examine the Registration Statement free of charge
at the Commission's offices. 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 Suite 1300, 233 Broadway, New
York, New York 10279; and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of the 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. You can obtain information on the operation of the
Public Reference Section by calling 1-800-732-0330. The Commission also
maintains a site on the World Wide Web at "http://www.sec.gov" at which users
can view and download copies of reports, proxy and information statements and
other information filed electronically through the EDGAR system. 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 our offices at 85 Broad
Street, SC Level, New York, New York 10004 (phone: 212/902-1171), Attention:
Prospectus Department.
81
LEGAL MATTERS
The validity of the certificates offered by this Prospectus and certain
federal income tax matters will be passed upon for the Seller by Cadwalader,
Wickersham & Taft LLP or by other counsel identified in the related prospectus
supplement.
82
INDEX OF DEFINED TERMS
1
1986 Act............................................................... 50
1998 Policy Statement.................................................. 78
A
ADA.................................................................... 47
Advances............................................................... 24
Agreement.............................................................. 8
Appraisal Regulations.................................................. 78
B
Balloon Payments....................................................... 30
Bankruptcy Code........................................................ 35
beneficial owner....................................................... 10
C
CERCLA................................................................. 37
Certificateholders..................................................... 11
Closing Date........................................................... 17
Code................................................................... 47
Code Plans............................................................. 75
Collection Account..................................................... 11
Commission............................................................. 15
Cut-Off Date........................................................... 11
D
Defective Mortgage Loans............................................... 19
Department............................................................. 76
Depository............................................................. 10
Distribution Account................................................... 11
Distribution Date...................................................... 11
E
EDGAR.................................................................. 15
ERISA.................................................................. 75
ERISA Plans............................................................ 75
Event of Default....................................................... 26
Exchange Act........................................................... 15
F
FASIT.................................................................. 14
Financial Intermediary................................................. 10
FIRREA................................................................. 78
FIRREA Appraisal....................................................... 79
Form 8-K............................................................... 17
Funding Note........................................................... 9
G
Garn Act............................................................... 43
H
Holders................................................................ 11
I
Installment Contracts.................................................. 15
Insurance Proceeds..................................................... 12
L
Lender Liability Act................................................... 37
Letter of Credit Bank.................................................. 28
Letter of Credit Percentage............................................ 28
Liquidation Proceeds................................................... 12
M
Master Servicer........................................................ 20
Master Servicer Remittance Date........................................ 13
Mortgage Loan File..................................................... 18
Mortgage Loan Schedule................................................. 18
Mortgaged Property..................................................... 16
Mortgages.............................................................. 15
N
NCUA................................................................... 45, 78
Non-SMMEA Certificates................................................. 77
O
OCC.................................................................... 77
OID Regulations........................................................ 51
Operating Advisor...................................................... 21
OTS.................................................................... 78
P
Plans.................................................................. 75
Prepayment Assumption.................................................. 52
Prepayment Premium..................................................... 12
R
Random Lot Certificates................................................ 51
Regular Certificateholder.............................................. 51
Regular Certificates................................................... 48
Regulations............................................................ 76
REMIC.................................................................. 14
83
REMIC Certificates..................................................... 48
REMIC Pool............................................................. 48
REMIC Regulations...................................................... 47
REO Account............................................................ 13
REO Property........................................................... 12
Repurchase Price....................................................... 19
Residual Certificateholders............................................ 57
Residual Certificates.................................................. 48
Responsible Party...................................................... 19
S
Securities Act......................................................... 8
Seller................................................................. 7
Senior Certificates.................................................... 27
Service................................................................ 50
Simple Interest Loans.................................................. 16
SMMEA.................................................................. 77
Special Servicer....................................................... 20
Specially Serviced Mortgage Loans...................................... 20
Standard Certificateholder............................................. 68
Subordinate Certificates............................................... 27
Substitute Mortgage Loans.............................................. 19
T
Title V................................................................ 45
Title VIII............................................................. 45
Treasury............................................................... 47
Trust Fund............................................................. 9
Trustee................................................................ 15
U
U.S. Person............................................................ 63
Underwriter's Exemption................................................ 76
84
[THIS PAGE INTENTIONALLY LEFT BLANK.]
[THIS PAGE INTENTIONALLY LEFT BLANK.]
SUBJECT TO COMPLETION, DATED MARCH 7, 2006
GS MORTGAGE SECURITIES CORPORATION II
Commercial Mortgage
Pass-Through Certificates
Series 2006-GG6
GSMS06GG6.xls
(Microsoft Excel, Version 5.0)
The attached diskette contains a Microsoft Excel(1), Version 5.0
spreadsheet file (the "Spreadsheet File") that can be put on a user-specified
hard drive or network drive. The Spreadsheet File is "GSMS06GG6.xls." It
provides, in electronic format, (i) certain statistical information that appears
under the caption "Description of the Mortgage Pool" in this prospectus
supplement and in Annex A, Annex B, Annex C-1 and Annex D to this prospectus
supplement. Defined terms used and not otherwise defined in the Spreadsheet File
shall have the respective meanings assigned to them in this prospectus
supplement. All the information contained in the Spreadsheet File is subject to
the same limitations and qualifications contained in this prospectus supplement.
To the extent that the information in electronic format contained in the
attached diskette is different from the caption "Description of the Mortgage
Pool" in this prospectus supplement and in Annex A, Annex B, Annex C-1 and Annex
D to this prospectus supplement, the information in electronic format is
superseded by the related information in print format. Prospective investors are
advised to read carefully and should rely, solely, on this prospectus supplement
and the accompanying prospectus relating to the Certificates in making their
investment decision.
Open the file as you would normally open any spreadsheet in Microsoft
Excel. Before the file is displayed, a message will appear notifying you that
the file is Read Only. Click the "READ ONLY" button, and after the file is
opened, a securities law legend will be displayed. READ THE LEGEND CAREFULLY.
_______________
(1) Microsoft Excel is a registered trademark of Microsoft Corporation
- --------------------------------------------------------------------------------
No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this prospectus and
prospectus supplement. You must not rely on any unauthorized information or
representations. This prospectus and prospectus supplement is an offer to sell
only the certificates offered hereby, but only under circumstances and in
jurisdictions where it is lawful to do so. The information contained in this
prospectus and prospectus supplement is current only as of its date.
-------------------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PAGE
------
Certificate Summary.......................................................S-10
Summary of Prospectus Supplement..........................................S-12
Risk Factors..............................................................S-32
Description of the Mortgage Pool..........................................S-71
Transaction Parties......................................................S-104
Description of the Offered Certificates..................................S-122
Yield, Prepayment and Maturity Considerations............................S-143
The Pooling and Servicing Agreement......................................S-161
Use of Proceeds..........................................................S-190
Federal Income Tax Consequences..........................................S-190
State Tax and Local Considerations.......................................S-191
ERISA Considerations.....................................................S-191
Legal Investment.........................................................S-193
Plan of Distribution.....................................................S-194
Legal Matters............................................................S-195
Certain Legal Aspects of the Mortgage Loans..............................S-195
Ratings..................................................................S-195
Index of Significant Definitions.........................................S-197
Annex A--Mortgage Pool Information.........................................A-1
Annex B--Top Ten Loan Summaries............................................B-1
Annex C-1--Certain Characteristics of the Mortgage Loans.................C-1-1
Annex C-2--Class A-AB Planned Principal Balance Schedule.................C-2-1
Annex C-3--The Shops at LaCantera Amortization Schedule..................C-3-1
Annex D--Structural and Collateral Term Sheet..............................D-1
PROSPECTUS
Table of Contents............................................................2
Risk Factors.................................................................3
The Prospectus Supplement....................................................5
The Seller...................................................................7
Use of Proceeds..............................................................8
Description of the Certificates..............................................8
The Mortgage Pools..........................................................15
Servicing of the Mortgage Loans.............................................20
Credit Enhancement..........................................................27
Swap Agreement..............................................................29
Yield Considerations........................................................30
Certain Legal Aspects of the Mortgage Loans.................................31
Federal Income Tax Consequences.............................................47
State Tax Considerations....................................................75
ERISA Considerations........................................................75
Legal Investment............................................................77
Plan of Distribution........................................................79
Incorporation of Certain Information by Reference...........................81
Legal Matters...............................................................82
Index of Defined Terms.....................................................83
UNTIL 90 DAYS AFTER THE DATE OF THIS PROSPECTUS SUPPLEMENT, ALL DEALERS
EFFECTING TRANSACTIONS IN THE OFFERED CERTIFICATES, WHETHER OR NOT PARTICIPATING
IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS SUPPLEMENT AND
PROSPECTUS. THIS IS IN ADDITION TO THE DEALER'S OBLIGATION TO DELIVER A
PROSPECTUS WHEN ACTING AS AN UNDERWRITER AND WITH RESPECT TO AN UNSOLD ALLOTMENT
OR SUBSCRIPTION.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
$3,593,754,000
(APPROXIMATE)
GS Mortgage Securities Trust 2006-GG6
(as Issuing Entity)
GS MORTGAGE
SECURITIES CORPORATION II
(AS DEPOSITOR)
Commercial Mortgage
Pass-Through Certificates,
Series 2006-GG6
Class A-1 $ 102,000,000
Class A-2 $ 1,052,000,000
Class A-3 $ 75,600,000
Class A-AB $ 187,800,000
Class A-4 $ 1,001,467,000
Class A-1A $ 311,801,000
Class A-M $ 390,095,000
Class A-J $ 292,572,000
Class B $ 19,504,000
Class C $ 48,762,000
Class D $ 39,010,000
Class E $ 29,257,000
Class F $ 43,886,000
--------------------------
PROSPECTUS SUPPLEMENT
--------------------------
[LOGO] RBS GREENWICH CAPITAL
GOLDMAN, SACHS & CO.
CREDIT SUISSE
MERRILL LYNCH & CO.
MORGAN STANLEY
WACHOVIA SECURITIES
March 7, 2006
- --------------------------------------------------------------------------------
